MOBIUS INVESTMENT
TRUST
ANNUAL REPORT OF MOBIUS
INVESTMENT TRUST PLC
FOR THE YEAR ENDED 30 NOVEMBER 2023
Mobius Investment Trust plc
(the "Company" or "MMIT") today announces audited
results
for the year ended 30
November 2023
FINANCIAL HIGHLIGHTS
|
As at
|
As at
|
|
|
30 November
|
30 November
|
|
|
2023
|
2022
|
% change
|
Net Asset Value per Ordinary
share†
|
144.3p
|
134.2p
|
+7.5%
|
Share price
|
132.5p
|
131.0p
|
+1.1%
|
Discount to Net Asset Value per
share^
|
8.2%
|
2.4%
|
-
|
† UK
GAAP measure
^
Alternative performance measure, see Glossary.
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2023
|
2022
|
Net Asset Value per Ordinary share
total return*^
|
+8.5%
|
(12.3)%
|
Share price total
return*^
|
+2.1%
|
(15.0)%
|
Ongoing charges*
|
1.5%
|
1.5%
|
Dividend per share -
final
|
1.25p
|
1.20p
|
* Source:
Morningstar.
^
Alternative performance measure, see Glossary.
CHAIRMAN'S STATEMENT
Introduction
Dear Shareholders,
Last year marked a significant
milestone for the Mobius Investment Trust plc ("MMIT", the "Trust"
or the "Company") as we celebrated the Company's first five years
of operations on 30 September 2023 with a remarkable 47.1% NAV
return since launch, substantially outperforming our peer
group1. The Board views the five-year performance as
evidence that MMIT's concentrated and differentiated strategy,
which emphasises quality and active engagement, can consistently
deliver outsized returns and effective downside protection. While
the coming years will likely see ongoing geopolitical uncertainty
and wide reaching structural economic shifts, the board is
convinced that emerging market companies can deliver strong
earnings growth.
1 Please see
Glossary.
The year 2023 has continued to
present challenges for emerging markets. After an optimistic start
as China lifted its zero-covid policy, bringing hope of a return to
familiar patterns in the global supply chain, the US banking
crisis, global inflation fears coupled with concerns over the
ongoing conflict in Ukraine and uncertainties surrounding the
European economies dominated the agenda. A slow recovery in China
and unsettling events such as the terrorist attacks in Israel and
the ensuing conflict added layers of complexity and caused
investors to adopt a cautious stance. At the same time, enthusiasm
for generative artificial intelligence (AI) maintained investors'
appetite for equities and as the year was coming to a close
expectation of interest rate cuts in 2024 led to a rally in global
equities.
Emerging markets continued to be
negatively impacted by the strength of the US$ and elevated
inflation; At the same time, investment flows into the asset class
continued to be subdued. Finally, uncertainty about the elections
in Taiwan and many other Asian countries in 2024 caused low
confidence and risk appetite.
Amid these dynamics, the MCP team
actively managed the portfolio, adding carefully selected high
conviction ideas following intense due diligence and face-to-face
meetings during trips to India and Southeast Asia. The Board is
supportive of the team's cautious and thoughtful approach, which
ensures a very careful bottom up stock selection process with a
high emphasise on management quality.
Carefully diversified across
geographies and sectors, the portfolio is made up of innovative,
high-quality companies that have shown resilience and are
strategically positioned to benefit from the cyclical upturn in the
semiconductor sector, the resurgence in consumption and emerging
trends.
At the same time, the investment
manager has been mindful of macro and regulatory risk and has taken
a cautious approach to China. This has provided downside protection
at a time where China recorded heavy outflows. MMIT's NAV total
return increased by 8.5% over the 12 months to 30 November 2023,
outperforming the MSCI EM Mid Cap Index Net (GBP) by 6%. The high
active share strategy, with its focus on lesser known, quality
companies, offers investors a unique portfolio of carefully
selected companies outside the benchmark indices followed by the
passive ETFs.
We recently announced Dr Mark
Mobius' intention to step back from the partnership, leaving MCP in
the experienced hands of Carlos Hardenberg and his team, who
managed the Trust since inception. The Board would like to express
its gratitude for Dr Mobius' advice and expertise over these last
five years. Dr Mark Mobius was instrumental in establishing MMIT's
manager, Mobius Capital Partners LLP ("MCP" or the "Investment
Manager") and has supported the team with over 40 years of
experience in investing in emerging markets.
MMIT continues to operate seamlessly
with exceptional, passionate and dedicated analysts led by Carlos
Hardenberg who has been the lead manager of the Company since its
launch in 2018. The team works collaboratively to generate new
investment ideas and engages actively with portfolio company
managers and shareholders.
Performance
The NAV and share price total return
of MMIT increased by 8.5% and 2.1% respectively over the 12-month
period to 30 November 2023, with the share price reaching a
high of 146.0p on 3 February 2023 and closing at 132.5p on 30
November 2023. The Investment Manager's Report will provide further
details on portfolio and performance. MMIT traded at an average
discount to NAV of 2.0% during the period under review, closing at
a discount of 8.2% at the end of the reporting year. Throughout the
year, the Company has issued a total of 7,871,353 shares to meet
investors' demand. At the close of business on 1 March 2024, the
latest practicable date for this Annual Report, the discount of the
share price to NAV per share was 6.9%, with NAV and share price at
151.2p and 140.75p respectively.
Dividend
The Company made a revenue profit
during the year and, as a result, the Board recommends to
shareholders the payment of a dividend which allows MMIT to comply
with the investment trust rules regarding distributable income.
Subject to these rules, any dividends and distributions will
continue to be at the discretion of the Board from time to
time.
At the forthcoming Annual General
Meeting the Board proposes a final dividend of 1.25p per Ordinary
share which will be paid on 7 May 2024 to shareholders on the
register as of 12 April 2024. The associated ex-dividend date will
be 11 April 2024.
The
Board
The governance of the Company
remains crucial for effective oversight on the delivery of results.
I would like to thank my fellow Board members for their continued
support and contributions during the last twelve months. We have
conducted our Board assessment, and we believe that the Company's
size fully supports the Board composition without compromising on
competencies, diversity, and experience. In the forthcoming year we
will conduct a Board review with an external consultant which we
will share in our next Annual Report.
Management Team
As always, MMIT's successful
performance is due to the competence of the team at MCP.
During the year and as announced on
10 November 2023, Dr Mark Mobius notified both the Company and MCP
of his intention to step back from the partnership, leaving a
legacy of excellence and devotion to MCP and the Company. His
contributions have been pivotal to the Company's success, and his
approach of emerging market investing since the 1980s remains
embedded in MCP's investment philosophy.
MMIT will continue to be managed by
MCP, which is led by Carlos Hardenberg, supported by an experienced
team of emerging markets specialists. Carlos has been investing in
emerging markets and working closely with Dr Mobius for over 23
years. He successfully managed country, regional and global
emerging and frontier market portfolios including the largest
London listed emerging markets trust generating significant
outperformance over the entire period.
Going forward, selected employees
will be invited to join the partnership. This is in recognition of
their strong performance and to further align interests. The Board
of MMIT looks forward to continue to work together with the
enthusiastic, knowledgeable and diverse team led by Carlos which we
are confident will continue to deliver outstanding results for our
shareholders.
Annual General Meeting
The fifth AGM of the Company will
take place at 12.00 noon on Tuesday, 23 April 2024 at 25
Southampton Buildings, London WC2A 1AL. The Notice convening the
AGM together with explanations of the proposed resolutions can be
found at the end of this document. My fellow Directors and I are
looking forward to meeting shareholders at the AGM.
Outlook
Uncertainties remain ahead. The
themes that have dominated investors' attention over the past year,
such as inflation, interest rates, geopolitics, supply chain
disruptions and the slowdown in China, will continue to shape the
landscape in the months ahead.
Although US inflation is moderating,
the timing of interest rate adjustments remains uncertain. The
resilience of the US economy suggests a potential soft landing, but
it could also prolong the period of elevated interest rates.
Elections in countries representing more than half of the world's
population could have far-reaching implications.
The recent election in Taiwan is a
good example of the potential geopolitical impact of these polls.
Marked by the victory of pro-sovereignty candidate Lai Ching-te,
the people of Taiwan have resisted Chinese pressure for change. The
MCP team, which recently visited Taiwan*, is monitoring the
situation closely but believes that military intervention by China
is unlikely at this stage because of the potential economic
consequences. With elections in India in April and May, a fragile
political balance in the Middle East and the upcoming US elections,
the geopolitical landscape could change significantly.
* Please also see MMIT's
website,
https://www.mobiusinvestmenttrust.com/news-insights
Despite these uncertainties, we
expect well-managed companies to emerge as winners in emerging
markets. The backdrop of demographic growth and rising domestic
demand should support the recovery in corporate and consumer
spending, especially as interest rates begin to fall. In addition,
the technology investment landscape remains robust, driven by
growing trends across industries such as automation, digitalisation
and artificial intelligence. I am confident that MMIT's portfolio
is well positioned to take advantage of these
opportunities.
While larger companies catering to
artificial intelligence have already seen their share price rise,
MMIT focuses on researching, investing and working with
lesser-known companies that provide essential components for
high-performance AI chips. These companies are experiencing
exponential growth as we saw reflected in their third quarter
earnings reports.
At a time when macro themes dominate
the investor landscape, an unwavering focus on fundamentals,
governance and individual company positioning becomes increasingly
important. MMIT's investment strategy remains focused on investing
in companies with strong balance sheets, minimal debt, positive
cash flows and unique offerings that are difficult to replicate.
They have shown resilience and adaptability and we have seen this
reflected in their strong performance and the outperformance of our
Company. On behalf of the Board of MMIT, I would like to thank all
our shareholders for their strong support and for sharing our view
that the Trust's active emerging markets strategy is well placed to
deliver resilient and sustainable results.
Maria Luisa Cicognani
Chairman
5 March 2024
INVESTMENT OBJECTIVE AND POLICY
Investment objective
The Company's investment objective
is to achieve long-term capital growth and income returns
predominantly through investment in a diversified portfolio of
companies exposed directly or indirectly to emerging or frontier
markets.
Investment policy
Asset allocation
The Company seeks to meet its
investment objective by investing in a diversified portfolio of
companies exposed directly or indirectly to emerging or frontier
markets. The Company invests predominantly in:
· companies incorporated in and/or traded on stock exchanges
located in emerging or frontier markets; or
· companies which have the majority of
their operations, or earn a significant amount of their revenues
in, emerging or frontier markets but are traded on stock exchanges
located in developed countries.
The Company focuses on small to
mid-cap companies. The Company may invest in pre-IPO and unlisted
companies subject to the investment restrictions detailed
below.
In pursuing its investment
objective, the Company may:
· invest
in equity or equity related securities (including preference
shares, convertible unsecured loan stock, warrants and other
similar securities);
· hedge
against directional risk using index futures and/or
cash;
· hold
bonds and warrants on transferable securities;
· utilise options and futures for hedging purposes and for
efficient portfolio management;
· enter
into contracts for differences;
· hold
participation notes;
· use
forward currency contracts; and
· hold
liquid assets.
Notwithstanding the above, the
Company does not intend to utilise derivatives or other financial
instruments to take short positions, nor to increase the Company's
leverage in excess of the limit set out in the borrowing
policy.
The Company does not track or mirror
any index or benchmark and, accordingly, the Company is frequently
overweight or underweight in certain investments, or concentrated
in a more limited number of sectors, geographical areas or
countries, when compared with a particular index or
benchmark.
The Company focuses on companies
that have:
· a
resilient business model and sound management;
· the
possibility for operational and environmental, social and
governance ("ESG") improvements;
· the
potential to improve competitive advantages and cash flow
generation; and
· stakeholders that are open to, and
have an interest in, positive change.
The Company, through its Investment
Manager, seeks to unlock value in investee companies by actively
partnering with them through a governance-oriented approach,
seeking to act as a catalyst for broader ESG
improvements.
The Company does not expect to take
controlling interests in investee companies.
The Company seeks to provide
shareholders with exposure to a portfolio which is appropriately
diversified by geography and sector to achieve an appropriate
balance of risk over the long term. The Company's portfolio
typically comprises approximately 20 to 30 investments. The Company
at all times invests and manages its assets in a manner which is
consistent with the objective of spreading and mitigating
investment risk.
Investment restrictions
The Company observes the following
investment restrictions, each calculated at the time of
investment:
· no
more than 10 per cent of Gross Assets are invested in a single
company;
· no
more than 35 per cent of Gross Assets are invested in companies
incorporated in or traded on an exchange in or otherwise primarily
exposed to a single emerging or frontier market; and
· no
more than 15 per cent of Gross Assets are
invested in companies that are not traded on a stock
exchange.
In compliance with the Listing
Rules, no more than 10 per cent, in aggregate, of Gross Assets may
be invested in other investment companies which are listed on the
Official List.
Borrowing
The Company may deploy leverage of
up to 20 per cent of Net Asset Value (calculated at the time of
borrowing) to seek to enhance long-term capital growth and income
returns and for the purpose of capital flexibility. The Company's
leverage is expected to primarily comprise bank borrowings but may
include the use of derivative instruments and such other methods as
the Board may determine.
Hedging
The Company's reporting currency and
share price quotation is Sterling. However, the Company makes
investments denominated in currencies other than Sterling. In
addition, the majority of the income from the Company's investments
is generated in currencies other than Sterling.
The Company does not intend to hedge
currency risk in respect of the capital value of its portfolio or
in respect of its Sterling distributions. However, the Company
reviews its hedging strategy on a regular basis. The Company does
not engage in currency trading for speculative purposes.
Cash management
Whilst it is the intention of the
Company to be fully or near fully invested in normal market
conditions, the Company may hold cash on deposit and may invest in
cash equivalent investments, which may include short-term
investments in money market type funds and tradeable debt
securities ("Cash and Cash Equivalents").
There is no restriction on the
amount of Cash and Cash Equivalents that the Company may hold and
there may be times when it is appropriate for the Company to have a
significant cash or cash equivalent position instead of being fully
or near fully invested.
Investment policy commentary
Borrowing
There was no borrowing during the
year under review or after the year end, nor have any derivatives
been used.
Hedging
The Investment Manager does not use
currency hedging products in the portfolio but manages currency
risk through "natural hedging" by maintaining a geographically
diversified portfolio. The Investment Manager closely monitors all
portfolio companies on a daily basis and is in a regular dialogue
with portfolio companies on a range of issues, including currency
hedging. Analysing currency risk is an integral part of the
Investment Manager's macroeconomic framework and is fully
integrated throughout the investment process.
Breaches
In the event of a breach of the
investment policy set out above and the investment and leverage
restrictions set out therein, the Investment Manager shall inform
the Board upon becoming aware of the same and if the Board
considers the breach to be material, notification will be made to
the London Stock Exchange via a Regulatory Information
Service.
During the year under review, no
breaches of the investment policy occurred.
Changes to the investment policy
No material change will be made to
the investment policy without the approval of shareholders by
ordinary resolution.
COMPANY PERFORMANCE
Historic performance for the years ended 30
November
|
2019#
|
2020
|
2021
|
2022
|
2023
|
Net asset value per share total
return*^
|
(6.7)%
|
+16.3%
|
+44.9%
|
(12.3)%
|
+8.5%
|
Share price total
return*^
|
(17.0)%
|
+24.7%
|
+50.0%
|
(15.0)%
|
+2.1%
|
Shareholder funds (£'000)
|
95,990
|
111,237
|
166,502
|
144,294
|
166,529
|
Net asset value per share
|
91.4p
|
105.9
|
153.4p
|
134.2p
|
144.3p
|
Share price
|
83.0p
|
103.0
|
154.5p
|
131.0p
|
132.5p
|
(Discount)/premium of share price to
net asset value per share*^
|
(9.2)%
|
(2.7)%
|
0.7%
|
(2.4)%
|
(8.2)%
|
Ongoing charges^
|
1.7%
|
1.5%
|
1.5%
|
1.5%
|
1.5%
|
* Source:
Morningstar
# From
launch 1 October 2018 to 30 November 2019.
^
Alternative Performance Measure (see Glossary).
INVESTMENT PORTFOLIO
as
at 30 November 2023
|
|
Fair value
|
% of net
|
Company
|
Country
|
£'000
|
assets
|
LEENO Industrial
|
South
Korea
|
10,491
|
6.3
|
Classys
|
South
Korea
|
10,164
|
6.1
|
TOTVS
|
Brazil
|
9,884
|
5.9
|
EPAM Systems
|
USA
|
9,024
|
5.4
|
E Ink Holdings
|
Taiwan
|
7,875
|
4.7
|
Elite Material
|
Taiwan
|
7,347
|
4.4
|
Zilltek Techonologies
|
Taiwan
|
7,340
|
4.4
|
CE Info Systems
|
India
|
7,244
|
4.4
|
APL Apollo Tubes
|
India
|
7,204
|
4.3
|
Parade Technologies
|
Taiwan
|
6,388
|
3.8
|
Top
10 Investments
|
|
82,961
|
49.7
|
Persistent Systems
|
India
|
6,278
|
3.8
|
Sinbon Electronics
|
Taiwan
|
5,632
|
3.4
|
Park Systems
|
South
Korea
|
5,527
|
3.3
|
eMemory Technology
|
Taiwan
|
5,418
|
3.3
|
Hitit Bilgisayar
|
Turkiye
|
4,833
|
2.9
|
Vietnam Dairy Products
|
Vietnam
|
4,724
|
2.8
|
Bluebik Group
|
Thailand
|
4,553
|
2.8
|
Dreamfolks Service
|
India
|
4,209
|
2.5
|
Clicks Group
|
South
Africa
|
4,199
|
2.5
|
360 ONE WAM
|
India
|
4,139
|
2.5
|
Top
20 Investments
|
|
132,473
|
79.5
|
Mavi Giyim Sanayi Ve
Ticaret
|
Turkiye
|
3,982
|
2.4
|
Kangji Medical Holdings
|
China
|
3,959
|
2.4
|
Metropolis Healthcare
|
India
|
3,614
|
2.2
|
Logo
|
Turkiye
|
3,340
|
2.0
|
Safaricom
|
Kenya
|
3,339
|
2.0
|
EC Healthcare
|
China
|
3,306
|
2.0
|
Vivara Participacoes SA
|
Brazil
|
2,677
|
1.6
|
Total Investments
|
|
156,690
|
94.1
|
Other Net Assets
|
|
9,839
|
5.9
|
Total Net Assets
|
|
166,529
|
100.0
|
Portfolio Distribution
Sector Breakdown, 30 November
2023
Technology
|
60.8%
|
Health Care
|
12.6%
|
Industrials
|
6.8%
|
Consumer Staples
|
5.4%
|
Consumer Discretionary
|
4.0%
|
Financials
|
2.5%
|
Communications
|
2.0%
|
Cash
|
5.9%
|
Sector Breakdown, 30 November 2022
Technology
|
52.8%
|
Health Care
|
15.1%
|
Consumer Staples
|
6.3%
|
Industrials
|
5.7%
|
Communications
|
4.9%
|
Consumer Discretionary
|
3.1%
|
Cash
|
12.1%
|
Geographical Breakdown, 30 November
2023
Taiwan
|
24.0%
|
India
|
19.7%
|
South Korea
|
15.7%
|
Brazil
|
7.5%
|
Turkiye
|
7.3%
|
United States
|
5.4%
|
China
|
4.4%
|
Vietnam
|
2.8%
|
Thailand
|
2.%
|
South Africa
|
2.5%
|
Kenya
|
2.0%
|
UK (includes
uninvested cash)
|
5.9%
|
Geographical Breakdown, 30 November
2022
Taiwan
|
22.9%
|
India
|
13.9%
|
South Korea
|
10.6%
|
United States
|
8.2%
|
China
|
8.1%
|
Turkiye
|
6.2%
|
Brazil
|
5.5%
|
Kenya
|
4.8%
|
Vietnam
|
4.2%
|
South Africa
|
2.2%
|
Malaysia
|
1.3%
|
UK (includes
uninvested cash)
|
12.1%
|
MMIT employs a flexible cash
management policy. The aim is to be fully invested while ensuring
patient purchases and sales. This can lead to temporarily
higher cash levels.
INVESTMENT MANAGERS' REVIEW
Introduction
Reflecting on 2023, and the
five-year trajectory since MMIT's inception, the pervasive theme of
persistent uncertainty remains a hallmark of our journey. MCP,
established in 2018, has carefully navigated challenges such as the
global pandemic, geopolitical turbulence and economic shocks. In
2023, global concerns converged around inflation, the ongoing
conflict in Ukraine, and uncertainties surrounding the US and
European economies. A slow recovery in China, coupled with the
outbreak of the conflict in the Middle East, led to cautious
investor positioning.
Amidst the challenges facing
emerging markets in 2023, MMIT returned 8.5% over the reporting
period, outperforming the MSCI EM Mid Cap Index Net TR (GBP) by
almost 6.0%. MMIT continued to lead the peer group since inception
to the period end, with a return of 49.5%. This performance
reflects the strategy's resilience and adept navigation of
uncertainties, and reinforces our commitment to delivering value to
our investors.
Some of the issues that have
occupied the minds of investors over the past year have
been:
Inflation and interest rates:
With US inflation easing, the key
question is when interest rates will be adjusted. The resilience of
the US economy points to a possible moderate slowdown, but also
raises the possibility of a prolonged period of elevated interest
rates, a scenario reinforced by recent strong US retail sales data.
Many emerging markets, on the other hand, are ahead in the
tightening cycle and should benefit from supportive domestic
monetary policies that are boosting growth and
consumption.
Geopolitics:
As we traverse the uncertainties
ahead, the geopolitical landscape, including conflicts in the
Middle East and Ukraine, remains fluid. A Trump victory in the US
might alter the geopolitical landscape yet again and underscores
global political dynamics. The recent victory of the China-sceptic
ruling party's candidate in Taiwan renews concerns of potential
military reactions from China. While we closely monitor this
situation, our recent trip to Taiwan, engaging with companies and
experts on the ground, provides insights that mitigate immediate
concerns about a military strike. China has other priorities given
the slow recovery (see 'China Economic Slowdown'
below).*
* Please also see MMIT's
website, www.mobiusinvestmenttrust.com/news-insights.
Geopolitical considerations are
likely to continue to dominate the investor agenda in 2024. Recent
Houthi attacks on ships in the Red Sea are a stark reminder of the
risks associated with these conflicts, particularly given that
around 10% of global trade passes through the Suez Canal. These
attacks could have a significant impact on transport costs,
potentially leading to higher inflation and affecting central bank
policy. Just as supply chains are normalising and inventory levels
are declining, new disruptions in 2024 could continue to occupy our
attention.
China Economic Slowdown:
China's slow recovery has emerged as
a key theme in 2023 and beyond. This came as a bit of a surprise to
many investors. The year had started off with the hope of a strong
recovery with Chinese stocks rallying as the country bid farewell
to its zero-covid policy. We do not believe there is a quick fix
for China's problems. Structural challenges such as property
sector woes, overcapacity, slowing FDI flows and low consumer
sentiment, with 70% of household wealth tied up in real estate,
have left Chinese companies trading at attractive valuations. We
invest cautiously in China due to governance and regulatory risks,
we prefer the indirect route via companies in Taiwan or
South Korea, offering better governance and transparency.
However, screening the Chinese market for exciting companies
meeting our quality investment criteria remains ongoing.
Artificial Intelligence:
Artificial intelligence continues to
be a strong driver of equity performance, a trend we believe is
here to stay. Semiconductor companies are already benefiting from
increased demand for high-performance chips. The positive outlook
has boosted the share prices of some of the larger, better-known
companies catering to this trend. However, our highly innovative
companies, which provide essential components for high-performance
chips and are yet to be widely discovered, continue to grow
exponentially. We have featured two such companies in previous
reports: Park Systems, a leader in atomic force microscopy that
provides essential semiconductor testing functions to the makers of
ever-smaller semiconductor chips, and Elite Materials, which
provides essential materials to the major chip makers. These are
the types of companies we like; they are highly innovative, have
high barriers to entry and strong fundamentals.
Throughout the year we worked
diligently to refine our portfolio. This has involved the strategic
addition of new, high-conviction companies from our pipeline. In
2023, we added several holdings (see section Portfolio Overview
below), which have already contributed positively to the overall
performance of the fund. These additions followed meticulous
on-site evaluations and face-to-face meetings with management teams
during our extensive visits to India and Southeast Asia. During
January 2024, our analyst, Swathi Seshadri, was back in India,
conducting follow-up meetings with existing holdings. She also
initiated dialogue with over 50 new companies, starting our
rigorous 360-degree due diligence process on selected
prospects.
Performance
The NAV and share price of MMIT
increased by 8.5% and 2.1% respectively over the 12-month period to
30 November 2023, with the share price reaching a high of 146.0p on
3 February 2023 and closing at 132.5p. MMIT traded at an average
discount to NAV of 2.0% during the period under review, closing at
a discount of 8.2%. At the time of writing, MMIT traded at a
discount of 6.9%. Strong performance was driven by robust company
fundamentals, as well as more broadly by an upturn in the
semiconductor industry and cooling global inflation.
The top three performers over the
period were South Korean medical aesthetics provider Classys
(+4.8%), Taiwanese hardware company Elite Material (+3.6%) and
Indian digital mapping provider CE Info Systems (+2.9%). Classys
benefited from continued R&D investment, an aggressive
expansion of its instalment base and an increased global presence
following the approval of sales in countries such as Australia and
Taiwan.
Hong Kong-based EC Healthcare
(-3.5%), software company EPAM Systems (-2.6%) and Kenyan telecoms
provider Safaricom (-2.4%) were the main detractors over the
period. EC Healthcare's share price more than doubled following the
reversal of China's zero-covid policy in November 2022. However,
the share price has been on a downward trend since mid-January,
mirroring the poor performance of the Hong Kong stock exchange over
the year as a result of negative spillovers from China's slowing
economy.
MMIT continues to lead the peer
group1 since inception with a return of +49.5% (as of 30
November 2023). Driven by investor interest the Trust has been
trading at a premium for much of the year and has issued shares 19
times between February and August 2023 to meet investor
demand.
1 The
peer group is defined in the Glossary.
Portfolio Overview
As of 30 November 2023, MMIT had
invested 94.1% of capital, with 26 holdings across 11 countries.
The largest geographic exposure was Taiwan (24%), followed by India
(19.7%) and South Korea (15.7%). The team continues to find the
most high-conviction ideas in Asia. The region accounts for over
60% in the portfolio. The largest sector exposure was technology
(60.8%), followed by health care (12.6%) and industrials
(6.8%).
During the period, MCP added six new
investments to its portfolio: Park Systems, Hitit, Bluebik,
Dreamfolks, 360One WAM and Vivara. Some of these companies were
discussed in more detail in the interim report.
Hitit Bilgisayar Hizmetleri AS, a
Turkish software company, provides IT solutions to the global
airline industry. Park Systems, a South Korean hardware company, is
a leader in the development and manufacture of atomic force
microscopes, with its flagship product "NX Wafer" targeting
microchip manufacturers. MapMyIndia, a digital map provider,
operates on a Software as a Service (SaaS) and Platform as a
Service (PaaS) model and caters to a diverse clientele including
Apple, Hyundai and Amazon. Dreamfolks, India's leading airport
services aggregator, has seamlessly integrated global card networks
and card issuers, contributing positively to the trust's
performance.
In Q3, MCP made a strategic
investment in 360 One WAM, India's largest specialist asset
manager. Serving over 6,800 high net worth individuals and
families, the company is poised to benefit from the ongoing wealth
creation in the country, with a robust 17% CAGR in HNWI assets.
Anchored by deep moats, including a recurring fee model, scale,
client loyalty and strong brand recognition, the company boasts an
experienced founding team that has attracted top talent from
leading financial institutions. The company is backed by reputable
shareholders including Capital Group and Bain Capital.
Company Spotlight: Vivara
In Q4, MCP expanded its portfolio by
investing in Brazil's leading jewellery brand, 'Vivara'. This move
followed thorough due diligence, including interviews with the
founding family, senior management, and global jewellery retail
experts. Vivara, a 60-year-old brand, dominates with an 18% market
share in a fragmented market, operating nearly 400 stores across
Brazil. Its vertical integration, controlling sourcing, design, and
production, acts as a significant competitive advantage. The launch
of the new 'Life' brand is anticipated to enhance profitability and
broaden the customer base. With favourable economic conditions,
expected interest rate cuts, and strong sustainability initiatives,
Vivara aligns well with MCP's portfolio strategy.
Over the period, MCP exited two
holdings: Win Semiconductors and Pentamaster. The former was exited
over capital allocation concerns, and the latter over deteriorating
liquidity conditions.
Engagement
Throughout 2023, MCP saw significant
progress on ESG+C® factors across its portfolio
companies, driven by extensive engagement with each holding. In
particular, several portfolio companies received esteemed
recognition for their ESG achievements. Sang-il Park, CEO of Park
Systems, received the prestigious Esteemed Hanyang Paiknam Award.
360One, an Indian wealth management company, won awards such as
'Progressive Place to Work 2023' and 'Best HR Technology Company of
the Year', and its independent director, Geetha Mathur, won the
'Woman Independent Director of the Year Award for a Listed
Company'. At the 2023 Gender Mainstreaming Awards, South African
pharmaceutical retailer Clicks Group stood out, with CEO Bertina
Engelbrecht winning three prestigious awards.
In addition, Vietnamese dairy
company Vinamilk was recognised as a global sustainability leader,
ranking in the top 5 in the global dairy industry according to
Brand Finance. Notably, it is the only Southeast Asian company in
this elite group, demonstrating its leadership in the region. In
addition, Persistent Systems, an Indian software provider, was
included in the MSCI India and S&P BSE 100 indices. Meanwhile,
Dreamfolks, an Indian airport aggregator, marked a milestone by
publishing its first annual report outlining its contributions to
the UN SDGs. These achievements underscore the commitment of MCP's
portfolio companies to excellence in ESG practices and sustainable
business operations.
While celebrating these
achievements, MCP remains committed to driving further enhancements
in ESG standards. Recent initiatives include advising MapMyIndia
and Dreamfolks in India to appoint in-house investor relations
professionals, aiming to unlock their true value. MCP believes such
appointments will optimize company engagement with investors and
analysts, articulate business strategies more effectively, and
enhance brand visibility. Analyst Swathi Seshadri's engagement in
India has provided valuable insights, and upcoming trips to South
East Asia and Brazil are planned for continued
relationship-building and gathering of insights.
Outlook
The final quarter of 2024 saw a
global equity rally, driven by expectations of Fed rate cuts.
Developed markets outperformed emerging
markets, mainly due to the robust performance of US equities and
the continued success of the "magnificent seven".
This has widened the already
significant valuation gap with emerging market companies in a
number of sectors. Many institutional investors are currently
under-allocated to emerging markets, however recent discussions
with investors suggest that sentiment is changing and flows are
beginning to return to emerging markets.
During the fourth quarter, our team
conducted in-depth discussions with each portfolio holding to
assess its current outlook. These discussions, combined with recent
earnings reports, have reinforced our positive outlook for 2024.
Our bullish stance on emerging markets is further driven by the
potential inflection point, characterised by attractive valuations,
robust growth trajectories and the presence of highly innovative
companies capitalising on prevailing trends and favourable
macroeconomic tailwinds, including a weakening dollar and
supportive central bank policies.
Uncertainties remain, with
geopolitical tensions high in a year in which more than half of the
world's population will go to the polls. However, we believe our
active approach to optimising the portfolio, adding
high-conviction, asset light ideas and maintaining diversification
across geographies and sectors positions us well. As we navigate
the ever-changing landscape, our commitment to creating value and
seizing opportunities remains unwavering.
In November 2023, we announced Mark
Mobius' intention to step back from the partnership. We would like
to express our gratitude for his mentorship, leadership, and the
remarkable energy and passion he brought not only to the business
but also to our lives. The firm and its vehicles continue
seamlessly under Carlos Hardenberg's leadership, supported by our
exceptional team of passionate and dedicated analysts, who are
committed to continuing to deliver superior long-term returns over
the next decade.
Carlos Hardenberg
Mobius Capital Partners LLP
Investment Managers
5 March 2024
BUSINESS REVIEW
Business Review
The Strategic Report contains a
review of the Company's business model and strategy, an analysis of
its performance during the financial year ended 30 November 2023,
future developments and details of the principal risks and
challenges it faces. The Strategic Report has been prepared solely
to provide information to shareholders to enable them to assess how
the Directors have performed their duty to promote the success of
the Company.
The Strategic Report contains
certain forward-looking statements. These statements are made by
the Directors in good faith based on the information available to
them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties,
including both economic and business risk factors, underlying any
such forward-looking information.
Further information on how the
Directors have discharged their duty under Section 172 of the
Companies Act 2006 can be found below.
Business Model
The Company is an externally managed
investment trust and its ordinary shares are premium listed on the
Official List and traded on the main market of the London Stock
Exchange.
As an externally managed investment
trust all of the Company's day to day management and administrative
functions are outsourced to third party service providers. As a
result, the Company has no executive Directors, employees or
internal operations.
The Board has appointed Mobius
Capital Partners LLP to manage its investment portfolio. Company
secretarial and administrative services are provided by Frostrow
Capital LLP ("Frostrow") who engage Northern Trust Global Services
plc to provide certain administrative functions. In addition,
Frostrow provides the AIFM Directive risk management function on
behalf of the AIFM. The Northern Trust Company and Northern Trust
Investor Services Limited are the Company's Custodian and
Depositary, respectively.
Further information, including the
remuneration and contractual terms of appointment, of these
principal service providers to the Company is set out
below.
Strategy for the Year ended 30 November 2023 and Strategic
Review
Throughout the year ended 30
November 2023, the Company continued to operate as an approved
investment trust, following its investment objective and
policy.
During the year, the Board made all
strategic decisions for the Company. Mobius Capital Partners LLP
and Frostrow Capital LLP undertook all strategic and administrative
activities on behalf of the Board, which retained overall
responsibility.
The Board is aware of the continued
emphasis on environmental, social and governance ("ESG") matters in
recent years. The Investment Manager engages regularly with all
portfolio companies to understand and improve their approach to
ESG, based on strong evidence that ESG leaders tend to outperform
their peers. In addition, the Investment Managers believe that
companies with strong corporate cultures provide an additional
driver of outperformance in the long term. Details of the
Investment Manager's "ESG+C®" approach can be found in
the Investment Managers' Review.
Investment Objective and Policy
The Company's investment objective
and policy are set out above.
Dividend Policy
It is the Company's policy to pursue
capital growth for shareholders as well as income. The Company's
Investment Manager is drawn to companies with excellent returns on
capital with the ability to expand as well as generate
dividends.
The Company will comply with the
investment trust rules regarding distributable income, which
require investment trusts to retain no more than 15% of their
income each year. The Company will only pay the minimum dividend
required to maintain investment trust status.
Results and Dividend
The results attributable to
shareholders for the year are shown in the Income Statement below.
In the year ended 30 November 2023, the Company made a revenue
profit. Under investment trust rules regarding distributable
income, a final dividend must be paid to allow the Company to
comply with those rules.
Subject to shareholders' approval at
the forthcoming Annual General Meeting, a final dividend of 1.25p
per share will be paid on 7 May 2024 to shareholders on the
register as of 12 April 2024. The associated ex-dividend date will
be 11 April 2024.
The
Board
The Board of the Company comprises
Maria Luisa Cicognani (Chairman), Christopher Casey and Gyula
Schuch, all of whom are independent non-executive
directors.
All Directors served during the
whole year under review and up to the date of signing this report,
and they will stand for re‑election at the forthcoming Annual
General Meeting.
Further information on the Directors
can be found in the Governance section.
Information in respect of the
Board's diversity policy and Board diversity can be found in the
Governance section.
Board Focus and Responsibilities
With the day to day management of
the Company outsourced to service providers the Board's primary
focus at each Board meeting is reviewing the investment performance
and associated matters, such as, inter alia, future outlook and
strategy, gearing, asset allocation, investor relations, marketing,
and industry issues.
In line with its primary focus, the
Board retains responsibility for all the key elements of the
Company's strategy and business model, including:
· Investment Objective and Policy, incorporating the investment
guidelines and limits, and changes to these;
· whether the Manager should be authorised to gear the portfolio
up to a pre-determined limit;
·
review of performance against the Company's
KPIs;
· review
of the performance and continuing appointment of service providers;
and
· maintenance of an effective system of oversight, risk
management and corporate governance.
Details of the principal KPIs, along
with details of the principal risks, and how they are managed,
follow within this Business Review.
The Corporate Governance report
below includes a statement of compliance with corporate governance
codes, together with the outline of the internal control and risk
management framework within which the Board operates.
Information on the Company's social,
community, employee or environmental responsibilities can be found
in the Business Review below.
Key
Performance Indicators ("KPIs")
The Board uses certain financial and
non-financial KPIs to monitor and assess the performance of the
Company in achieving its strategic aims.
The Board reviews the performance of
the portfolio in detail and hears the views of the Investment
Manager at each meeting.
Information on the Company's
performance is provided in the Chairman's Statement and the
Investment Manager's Review.
This performance is assessed against
the following KPIs:
· Net
asset value per share total return*^
· Average discount/premium of share price to net asset value per
share over the year^
· Ongoing charges ratio^
· Return/(loss) per share†
* Source:
Morningstar
^
Alternative Performance Measure (see Glossary)
† UK
GAAP Measure
Alternative Performance Measures ("APM")
The Board believes that each of the
APMs, which are typically used within the investment company
sector, provides additional useful information to Shareholders in
order to assess the Company's performance between reporting periods
and against its peer group. The APMs used for the year under review
are unchanged from last year. Further information on each of the
APMs can be found in the Glossary.
Net
asset value per share total return^
The Company is committed to building
a long-term investment record and will assess itself by reference
to its peers.
The Company's peer group has been
defined as a selection of investment companies from the AIC's
Global Emerging Markets Sector, that have a similar investment
objective to the Company and they are set out in the
Glossary.
Over the year ended 30 November
2023, the Company ranked first in its peer group with a net asset
value per share total return performance of 8.5% against a peer
group average of 2.8%. Subsequent to the year-end, from 1 December
2023 to 31 January 2024, the Company ranked sixth against its peer
group with a net asset value total return of 0.1%; the average for
the peer group was 2.5%. The Board continues to monitor this
closely.
Discount/premium of share price to net asset value per
share^
The Board believes that an important
driver of an investment trust's discount or premium over the long
term is investment performance together with a proactive marketing
strategy.
^
Alternative Performance Measure (see Glossary)
However, there can be volatility in
the discount or premium during the year. Therefore, the Board takes
powers each year to buy back and issue shares with a view to
limiting the volatility of the share price discount or
premium.
During the year ended 30 November
2023, between February and August 2023, 7,871,353 new ordinary
shares were issued by the Company. New shares will only be issued
at a premium to the Company's cum income net asset value ("NAV")
per share at the time of issuance. During the year, the Company's
shares traded at an average discount of 8.2%, but between February
and August the shares traded at a premium to NAV per share, so that
share issuances were possible. Since the year-end, no further
ordinary shares were issued.
The Directors will consider
repurchasing ordinary shares when the average one-month discount at
which the Ordinary Shares have traded exceeds 5% of the net asset
value per ordinary share. To date, however, feedback from
shareholders has continued to indicate a preference for narrowing
the discount through generating natural demand. The Board also
takes into consideration the interest of shareholders to have
liquidity in the shares when evaluating strategies on discount
management. As at 1 March 2024, the Company's shares traded at a
discount of 6.9% to the net asset value per Ordinary Share and no
shares have been bought back.
Average discount of share price to net asset value per
Ordinary Share^ during the year
30 November 2023
2.0%
Peer group average discount 12.5%
|
30 November 2022
2.3%
Peer group average discount 12.6%
|
^
Alternative Performance Measure (see Glossary)
Ongoing charges ratio^
The Board continues to be conscious
of expenses and works hard to maintain a sensible balance between
high quality service and costs.
Over the year ended 30 November 2023
the ongoing charges ratio was 1.5%. This ongoing charges ratio
compares with the average of the Company's peer group of 1.1%. One
of the main reasons for MMIT's higher than average ongoing charges
ratio is the fact that most companies in the peer group are larger
than MMIT, so that expenses will be paid out of larger total
assets, making them seem smaller in comparison.
Ongoing charges ratio^
Year ended
30 November 2023
1.5%
Peer group average 1.1%
|
Year ended
30 November 2022
1.5%
Peer group average 1.1%
|
^
Alternative Performance Measure (see Glossary)
Return/(loss per share†
The total return per share for the
year was 11.79p (2022: loss of 18.96p).
†
UK GAAP measure
Prospects
The Board continues to support the
Investment Managers' strategy of investing in a high conviction
portfolio across emerging and frontier markets with an active
ownership approach. The Board believes that this strategy will
continue to deliver strong investment returns over the long term.
This is supported by the Company's performance which, since launch
to 30 November 2023, has provided a NAV total return of 49.5% and a
share price total return of 34.7%, compared with average peer group
returns of 19.1% and 16.1% respectively.
Principal Risks, Emerging Risks and Risk
Management
The Board considers that the risks
detailed within this report are the principal risks to the delivery
of its strategy that are currently facing the Company.
The Board is responsible for the
ongoing identification, evaluation and management of the principal
risks faced by the Company. The Audit Committee on behalf of the
Board, has established a process for the regular review of these
risks and their mitigation. This process accords with the UK
Corporate Governance Code and the FRC's Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting.
During the year ended 30 November
2023, the Audit Committee, on behalf of the Board, has again
carried out a robust assessment of the emerging and principal risks
facing the Company, including those that would threaten its
business model, future performance, solvency and liquidity. The
Committee also considered the controls available to mitigate the
inherent risks and whether additional controls or actions were
required to bring the residual risk down to an acceptable level.
The Committee was satisfied with the controls that are in place for
the Company. The Committee was again reassured that all service
providers of the Company had adequate measures to ensure that no
operational issues would arise out of post-Covid-19 hybrid working
practices and that cyber and IT risks were properly
addressed.
Further details as well as a summary
of the Company's approach to risk and how principal risks and
uncertainties were dealt with during the year under review, are set
out below.
Principal Risks and Uncertainties
|
Key
Mitigations
|
Investment Risks (including financial risks)
|
|
Market, Foreign Exchange, Monetary and Fiscal Risk in Emerging
and Frontier Markets
|
|
By the nature of its activities, the
Company's portfolio is exposed to fluctuations in market prices
(from both individual security prices and foreign exchange rates)
and due to the exposure to emerging markets world-wide, in which
the portfolio companies operate, it is expected to have higher
volatility than the wider market. As such investors should be aware
that by investing in the Company they are exposing themselves to
this risk.
Furthermore, by nature of its
emerging markets portfolio, the Company is exposed to fiscal and
legal risk in the various countries where investments are
held.
Events like the war in Ukraine and,
more recently, the war in Gaza also had an impact on markets,
although this was not just restricted to emerging markets but was a
global phenomenon.
|
The Board has appointed Mobius
Capital Partners LLP to manage the portfolio within the remit of
the investment objective and policy. The investment policy limits
ensure that the portfolio is diversified, reducing the risks
associated with individual stocks and markets. Furthermore, foreign
exchange risk is being considered when making investment decisions.
Frostrow Capital LLP monitors compliance with the investment policy
on a daily basis.
The Board on an ongoing basis,
through monthly and quarterly reporting from Frostrow Capital LLP
and Mobius Capital Partners LLP, monitors exposure to investments,
performance, and compliance with the investment objective and
policy.
At each Board meeting Mobius Capital
Partners LLP provides an explanation of investment decisions, the
characteristics of the investment portfolio and the investment
strategy.
The Company also employs specialist
tax advisers in some jurisdictions to ensure that all tax laws, tax
rules and tax regulations are adhered to.
|
Portfolio Risk
The risk in the Company's portfolio
is influenced by diversification of country, currency and sector as
well as the ability of the Portfolio Manager to identify companies
with strong fundamentals and to work with strong management teams
that are able to implement their value-creation strategies
successfully.
|
The Investment Managers, Mobius
Capital Partners LLP, have put in place a rigorous investment
process which ensures disciplined investment selection and
portfolio management. This includes detailed due diligence and
portfolio reviews as well as active engagement with investee
companies, in particular on environmental, social, governance and
cultural ("ESG+C®") matters.
The AIFM, Mobius Capital Partners
LLP, has delegated its risk management function to Frostrow Capital
LLP.
|
Counterparty Risk
In addition to market and foreign
currency risks, the Company is exposed to credit risk arising from
the use of counterparties. If a counterparty were to fail, the
Company could be adversely affected through either delay in
settlement or loss of assets. The most significant counterparty the
Company is exposed to is The Northern Trust Company, the Company's
Custodian, which is responsible for the safekeeping of the
Company's assets. Under the terms of the contract with the
Custodian the Company's investments are required to be segregated
from The Northern Trust Company's own assets.
|
Counterparty risk is managed by the
Board through:
· reviews of the arrangements with, and services provided by,
the Custodian to ensure that the security of the Company's
custodial assets is being maintained;
· ensuring cash is only held at banks that have been identified
as reputable and of high credit quality. The Northern Trust Company
has a credit rating of Aa2 (Moody's), AA- (Standard and Poor's) and
AA (Fitch Ratings); and
· monitoring of the Custodian, including reviews of internal
control reports and sub-custodial arrangements, as
appropriate.
Further information on other
financial risks, can be found in note 14 to the Financial
Statements below.
|
Strategic Risks
Strategy Implementation Risk
The Company is subject to the risk
that its long-term strategy and its level of performance fail to
meet the expectations of its shareholders.
|
· Experienced emerging and frontier markets investment managers
have been retained to deliver the strategy.
· Carlos
Hardenberg has invested in emerging markets for over 20 years with
an impressive track record. The Board is very comfortable that,
given that track record, Carlos has the proven ability to deliver
returns for the Company's strategy.
· There
is healthy dialogue between the Board and the Investment Managers
as well as challenge from the Board when felt necessary.
|
Investment Management Key Person Risk
There is a risk that the
individual(s) responsible for managing the Company's portfolio may
not be able to continue in their roles.
|
The Board manages this risk
by:
· appointing an Investment Manager who operates a team
environment such that the loss of any individual should not impact
service levels;
· receiving regular reports from the Investment Manager, such
reports include any significant changes in the make-up of the team
supporting the Company;
· meeting the wider team, outside the designated lead manager,
at both physical and virtual Board meetings and at the Investment
Manager's offices;
· outside regular Board meetings the Chairman is in regular
contact with senior representatives of the Investment Manager;
and
· delegating to the Management Engagement and Remuneration
Committee responsibility to perform an annual review of the service
received from the Investment Manager, including, inter alia, the team supporting the
lead manager and succession planning.
During the year under review, Dr
Mark Mobius made the decision to cease his involvement with Mobius
Capital Partners LLP and the Company in order to concentrate on
other projects. This decision was announced on 10 November
2023. Carlos Hardenberg is in the process of appointing new
partners to MCP. He is also working with very skilled and dedicated
analysts who have been working as team for three years now and are
able to take over increasing responsibilities whenever needed. The
Board is therefore satisfied that the Company's Investment Managers
are able to positively address any challenges.
|
Shareholder Relations Risk
The Company is also exposed to the
risks that:
· the
investment strategy and performance no longer coincide with
shareholders' objectives;
· MMIT
may become too big or too small to be attractive to potential or
existing investors; and
· failure to keep current or potential investors informed of
MMIT's performance and developments may contribute to a decline in
the Company's shares.
|
In managing this risk the
Board:
· reviews the Company's investment objective and policy and
Mobius Capital Partners LLP's investment approach in relation to
the investment performance, market and economic conditions and the
operation of the Company's peers;
·
regularly discusses the Company's future
development and strategy;
· engages regularly with larger shareholders through MCP,
Frostrow and the brokers and is available to all shareholders at
the AGM and at the annual Investor Day;
· undertakes a regular review of the level of the Company's
share price discount/premium to net asset value per share and
consideration is given to ways in which share price performance may
be enhanced, including the effectiveness of marketing, share
issuance and share buy-backs, where appropriate;
· reviews an analysis of the shareholder register at each Board
meeting and is kept informed of shareholder sentiment;
and
· undertakes a redemption exercise every three years to give
shareholders the option to redeem their shares at net asset value
if they are not happy with their shareholding in the Company. The
next redemption exercise will be undertaken in 2025.
|
Operational Risks
Service Providers Risk
The Board is reliant on the systems
of the Company's service providers and as such disruption to, or a
failure of, those systems could lead to a failure to comply with
corporate governance requirements, law and regulations, leading to
reputational damage and/or financial loss to the Company. This
encompasses disruption or failure caused by cyber crime or hybrid
working practices and covers dealing, trade processing,
administrative services, financial and other operational
functions.
|
To manage these risks the
Board:
· ensures that all major service agreements are in line with
best practice and reviews performance against these terms annually,
taking action as needed;
· receives a monthly report from Frostrow Capital LLP, which
includes, inter alia,
details of compliance with applicable laws and
regulations;
· reviews internal control reports and key policies, including
the disaster recovery procedures, of its service
providers;
· maintains a risk matrix with details of risks to which the
Company is exposed, the approach to those risks, key controls
relied on and the frequency of the controls operation;
· receives updates on pending changes to the regulatory and
legal environment and progress towards the Company's compliance
with such changes;
· has
considered the increased risk of cyber-attacks and has received
reports and assurance from its service providers regarding the
controls in place; and
· has
considered the major service providers' business continuity
procedures and resilience and is satisfied that all service
providers are able to provide good service levels regardless of
whether staff are working remotely or in the office.
|
Macro Risks
Geopolitical Risk
The geopolitical risk to the Company
is closely monitored by the Board.
Significant political and economic
change in the countries where MMIT invests, and those countries'
degree of interconnection with the rest of the world, and also
other global events, such as a deteriorating economic environment
in many countries, might lead to volatile markets impacting the
Company's performance and reduced investor appetite for the
Company's shares.
|
To manage this risk, the
Board:
· undertakes a regular review of the markets the Company is
invested in and receives regular reports from the investment
managers;
·
insists on macroanalysis as a vital part of the
investment process;
· consults regularly with the investment team on political and
economic risk factors; and
· favours a cautious and analysis-based approach by the
investment team when it comes to investing in countries with
volatile economic and political conditions.
|
UK
Regulatory Risk
The regulatory environment in which
the Company operates changes materially, affecting the Company's
modus operandi.
|
The Board monitors regulatory change
with the assistance of the Company's AIFM, Frostrow and external
professional advisers to ensure that the Board is aware of any
likely changes in the regulatory environment and will be able to
adapt as required.
|
UK
Legal Risk
The Company and/or the Directors
fail to comply with legal requirements in relation to FCA dealing
rules and procedures, the AIFMD, the Listing Rules, the Companies
Act 2006, relevant accounting standards, the Bribery Act 2010, the
Criminal Finances Act 2017, the Association of Investment Companies
("AIC") Statement of Recommended Practice ("SORP"), GDPR, tax
regulations or any other applicable regulations.
|
The Board monitors regulatory change
with the assistance of its Investment Managers and external
professional advisers to ensure compliance with applicable laws and
regulations including the Companies Act 2006, the AIFM Rules, the
Corporation Tax Act 2010 ("Section 1158"), the Market Abuse
Regulation ("MAR"), the Disclosure Guidance and Transparency Rules
("DTRs") and the FCA's Listing Rules.
The Board reviews compliance reports
and internal control reports provided by its service providers, as
well as the Company's financial statements and revenue
forecasts.
The Depositary reports twice yearly
to the Audit Committee, confirming that the Company has been
managed in accordance with the AIFMD, the Articles and with
investment restrictions and leverage limits.
The Directors attend seminars and
conferences to keep up to date on regulatory changes and receive
industry updates from the Company Secretary. The Company Secretary
also presents a quarterly report on changes in the regulatory
environment, including AIC updates, and how changes have been
addressed.
|
Governance Risk
Poor adherence to corporate
governance best practice or errors or irregularities in published
information could lead to censure and/or result in reputational
damage to the Company.
|
The Board reviews all information
supplied to shareholders and Frostrow's marketing activity at each
meeting.
Details of the Company's compliance
with corporate governance best practice, including information on
relationships with shareholders, are set out in the Corporate
Governance Report.
|
ESG
and Climate Change Risk
ESG risks and climate change could
have an adverse impact on the portfolio companies' operational
performance, affecting their investment value over the short or
medium term.
|
At every Board meeting, the Board
receives ESG+C® updates, which include information on
any climate change related engagement, from the Investment Managers
together with monthly portfolio updates. The Board challenges the
Investment Manager on ESG matters to ensure that the portfolio
companies are acting in accordance with the Board's ESG
approach.
MMIT invests in companies that have
the potential to improve, and benefit from, environmental, social
and corporate governance factors. As part of their engagement the
team at MCP actively supports portfolio companies in improving
their ESG-performance. Engagement is tailored and consists of
constructive advice to portfolio companies on a range of ESG issues
including the reduction of greenhouse gas emissions (GHG emissions)
and an improvement in the CDP* score as an indicator of a company's
environmental sustainability. Furthermore, the investment strategy
uses screening against an exclusion list of companies in which
investments may not be made, taking ESG criteria into
account.
Details of the Investment Managers'
ESG+C® approach can be found in the Investment Managers'
Review and on the Investment Managers' website at www.mobiuscapitalpartners.com.
Mobius Capital Partners published
their most recent active engagement report in Q4 2023. This report
provided more detail on MCP's customised ESG+C®
engagement approach, action points raised with portfolio companies
as well as outcomes from engagement. The report is available for
download on the Company's website: www.mobiusinvestmenttrust.com
|
|
* CDP is
a not-for-profit charity that runs a global disclosure system for
investors, companies, cities, states and regions to manage their
environmental impacts.
|
Emerging Risks
The Company has carried out a
detailed assessment of its emerging and principal risks. The
International Risk Governance Council's definition of an "emerging"
risk is one that is new, or is a familiar risk in a new or
unfamiliar context or under new context conditions (re-emerging).
Failure to identify emerging risks may cause reactive actions
rather than being proactive and, in a worst case scenario, could
cause the Company to become unviable or otherwise fail or force the
Company to change its structure, objective or strategy.
The Audit Committee reviews a risk
register at every meeting. Emerging risks are discussed in detail
as part of this process to try to ensure that emerging as well as
well-known risks are identified and mitigated as far as possible.
Any emerging risks and mitigations are added to the risk
register.
The experience and knowledge of the
Directors are useful in these discussions, as are update papers and
advice received from the Board's key service providers such as the
AIFM and Investment Manager and the Company's broker.
In addition, the Company is a member of the AIC, which
provides regular technical updates, draws members' attention to
forthcoming industry and regulatory issues and advises on
compliance obligations.
Last year's emerging risk of a
deteriorating economic environment in many countries, together with
inflation, an ongoing cost of living crisis and much increased
energy costs, remained with us during the year to the point of
investor appetite in equities reducing dramatically. During the
year under review, the Board has identified the war in Gaza,
between Israel and Hamas, as an emerging risk which might lead to
wider confrontations in the Middle East with global impacts as yet
unforeseen.
Whilst it is not possible to
mitigate emerging risks directly, the Board regularly reviews the
premium and discount levels and considers ways in which share price
performance may be enhanced to prevent MMIT becoming unattractive
to shareholders. The Investment Managers, Frostrow and the Brokers
are in regular contact with larger investors to ensure that MMIT's
objective is still in line with shareholders' objectives. There are
also regular updates for all shareholders by way of factsheets,
annual and half-yearly reports and other documentation on the
Company's website.
Long-Term Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have carefully assessed the
Company's position and prospects as well as the principal risks
stated above and have formed a reasonable expectation that the
Company will be able to continue in operation and meet its
liabilities as they fall due over the next five financial years.
The Board has chosen a five-year horizon in view of the
long-term nature and outlook adopted by the Investment Manager when
making investment decisions.
To make this assessment and in
reaching this conclusion, the Audit Committee has considered the
Company's financial position and its ability to liquidate its
portfolio and meet its liabilities as they fall due:
· the
portfolio is principally comprised of investments traded on major
international stock exchanges. Based on current trading volumes,
100% of the current portfolio could be liquidated within 30 trading
days with 97.1% in seven days or less under normal market
conditions and there is no expectation that the nature of the
investments held within the portfolio will be materially different
in future;
· the
expenses of the Company are predictable and modest in comparison
with the assets and there are no capital commitments foreseen which
would alter that position; and
· the
Company has no employees, only its non-executive Directors.
Consequently, it does not have redundancy or other employment
related liabilities or responsibilities.
The Audit Committee, as well as
considering the potential impact of the Company's principal risks
above and various severe but plausible downside scenarios, has also
considered the following assumptions in considering the Company's
longer-term viability:
· there
will continue to be demand for investment trusts;
· the
Board and the Investment Manager will continue to adopt a long-term
view when making investments;
· The
retirement of Dr Mobius has no negative impact on the trust placed
by investors in the Investment Manager and, in particular, Carlos
Hardenberg as the lead partner.
· the
Company invests principally in the securities of listed companies
in emerging markets to which investors will wish to continue to
have exposure;
· regulation will not increase to a level that makes running the
Company uneconomical; and
· the
performance of the Company will continue to be
satisfactory.
The continuing uncertainty in the
global economy, the ongoing war in Ukraine as well as the more
recent war in Gaza, have contributed to supply chain disruption and
ongoing inflationary pressures worldwide. These were factored into
the key assumptions made by assessing their impact on the Company's
key risks and whether the key risks had increased in their
potential to affect the normal, favourable and stressed market
conditions. As part of this review the Board considered the impact
of a significant and prolonged decline in the Company's performance
and prospects. This included a range of plausible downside
scenarios such as reviewing the effects of substantial falls in
investment values and the impact of the Company's ongoing charges
ratio, which were the subject of stress testing and reverse stress
testing.
Furthermore, the Audit Committee
again considered the operational resilience of the Company's
service providers, and thereby the operational viability of the
Company. During the year under review, some meetings were still
held online, and all key service providers were contacted with
regard to their business continuity systems as well as their IT and
cyber security systems to prevent fraudulent activity of any kind.
No issues were raised and the Audit Committee was reassured that
all key service providers were operating well and to their normal
high service standards while enabling their employees to work
remotely where necessary.
The Directors confirm, therefore,
that they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities in full over
the coming five years.
Principal Service Providers
Investment Manager
Mobius Capital Partners LLP is the
Alternative Investment Fund Manager ("AIFM") for the Company
pursuant to an Investment Management Agreement dated 10 September
2018 (the "IMA"). The investment management fee payable to the
AIFM is calculated at an annual rate of 1.0% of the lower of (i)
Net Asset Value; and (ii) Market Capitalisation (the "Fund
Value") up to and including £500 million; of 0.85% of the Fund
Value over £500 million and up to and including £1 billion; and of
0.75% of the Fund Value over £1 billion. The management fee is
payable in arrears monthly. There are no provisions for the payment
of a performance fee.
The IMA may be terminated by either
party by giving to the other not less than 12 months' notice in
writing.
Manager, Company Secretary and Administrator
Frostrow Capital LLP ("Frostrow")
acts as the Company's Operational Manager, Company Secretary and
Administrator. It is an independent provider of services to
the investment companies sector and currently has 15 investment
company clients of which seven are AIFM clients.
Company secretarial, marketing, and
administrative services are provided by Frostrow under an
Administration and Management Services Agreement dated 10 September
2018.
A management service fee of 0.225%
of the lower of (i) Net Asset Value and (ii) Market Capitalisation
(= the Fund Value) of the Company, charged monthly in arrears, is
payable, up to a Fund Value of £250 million. Frostrow's fees will
reduce from 0.225% to 0.20% on Fund Value of the Company in the
range of £250 million to £500 million, and to 0.175% on that part
of the Fund Value in excess of £500 million. The agreement may
be terminated by either the Company or Frostrow on six months'
written notice.
Furthermore, Frostrow provides the
AIFM Directive risk management function on behalf of the AIFM under
a delegation agreement with Mobius Capital Partners LLP ("MCP").
This delegation of the risk management function may be terminated
by either Frostrow or the AIFM, MCP, on two months' written
notice.
Further details of the fees payable
to Mobius Capital Partners LLP and Frostrow Capital LLP are set out
in note 3 to the Financial Statements.
Depositary and Custodian
Northern Trust Investor Services
Limited is the Company's Depositary, having been appointed by the
Board and Mobius Capital Partners LLP with effect from 1 October
2021, taking over from Northern Trust Global Services SE following
the UK's departure from the EU and an internal reorganisation
within Northern Trust.
Under the Depositary Agreement, an
annual fee of 0.015% per annum charged on the Net Asset Value is
payable, subject to a minimum annual fee of £25,000. The
Depositary Agreement may be terminated upon six months' written
notice from the Company or the Investment Manager to the Depositary
or the Depositary to the Company and the Investment
Manager.
The Northern Trust Company provides
global custody services to Mobius Investment Trust plc.
Investment Manager and Administration Manager Evaluation and
Re-Appointment
The review of the performance of
Mobius Capital Partners LLP as Investment Manager and Frostrow as
Company Secretary and Administration Manager is a continuous
process carried out by the Board with a formal evaluation being
undertaken each year. As part of this process the Board monitors
the services provided by the Investment Manager and the
Manager and receives regular reports and views from them. The Board
also receives comprehensive performance measurement reports to
enable it to determine whether or not the performance objective set
by the Board is being met.
The Board believes the continuing
appointment of Mobius Capital Partners LLP and Frostrow Capital
LLP, under the terms described above, is in the interests of
shareholders. In coming to this decision, the Board also took into
consideration the following additional reasons:
· the
quality and depth of experience of Mobius Capital Partners LLP and
the level of performance of the portfolio in absolute terms and
relative to the Company's peer group since launch; and
· the
quality and depth of experience of the management, administrative
and company secretarial team that Frostrow allocates to the
Company.
Company Promotion
The Company has appointed Frostrow
to promote the Company's shares to professional investors in the
UK. As investment company specialists, the Frostrow team provides a
continuous, pro-active marketing, distribution and investor
relations service that aims to promote the Company by encouraging
demand for the shares.
Frostrow actively engages with
professional investors, typically discretionary wealth managers,
some institutions and a range of execution-only platforms. Regular
engagement helps to attract new investors and retain existing
shareholders and, over time, results in a stable share register
made up of diverse, long-term holders.
In this work, Frostrow is supported
by Peel Hunt LLP, the Company's Brokers, who also engage with
investors via roadshows and meetings.
Frostrow arranges and manages a
continuous programme of one-to-one meetings with professional
investors around the UK. These include regular meetings with
"gate keepers", the senior points of contact responsible for their
respective organisations' research output and recommended lists.
The programme of regular meetings also includes autonomous decision
makers within large multi-office groups, as well as small
independent organisations. Some of these meetings involve Mobius
Capital Partners, but most of the meetings do not, which means the
Company is being actively promoted while the Investment Manager
concentrates on the portfolio.
The Company also benefits from
involvement in the regular professional investor seminars run by
Frostrow in major centres, notably London and Edinburgh, or
webinars which are focused on buyers of investment companies.
During the year under review, a total of 153 investor meetings and
five investor seminars were held during which MMIT was
discussed.
Frostrow produces many key corporate
documents, monthly factsheets, annual and half-yearly reports.
Company information and invitations to investor events, including
updates from the Investment Manager on portfolio and market
developments, are regularly emailed to a growing database, overseen
by Frostrow, consisting of professional investors across the
UK.
Frostrow maintains close contact
with all the relevant investment trust broker analysts who publish
and distribute research on the Company to their respective
professional investor clients and, during the year under review,
particularly those from Peel Hunt.
The Company continues to benefit
from regular press coverage, with articles appearing in respected
publications that are widely read by both professional and
self-directed private investors. The latter typically buy their
shares via retail platforms, which account for a significant
proportion of the Company's share register.
Stakeholder Interests and Board Decision-Making (Section 172
Statement)
Under reporting regulations and the
AIC Code, the Directors are required to explain how they have
discharged their duties under Section 172 of the Companies Act 2006
in promoting the success of the Company for the benefit of the
members as a whole. This includes the likely consequences of the
Directors' decisions in the long term and how they have taken wider
stakeholders' needs into account.
The Directors aim to act fairly as
between the Company's shareholders. The Board's approach to
shareholder relations is summarised in the Corporate
Governance Report. The Chairman's Statement provides an explanation
of actions taken by the Directors during the year to achieve the
Board's long-term aim of ensuring capital growth and income returns
predominantly through investment in a diversified portfolio of
companies operating in emerging or frontier markets.
As an externally managed investment
trust, the Company has no employees, customers, operations, or
premises. Therefore, the Company's key stakeholders (other than its
shareholders) are considered to be its service providers.
The need to foster business relationships with the service
providers and maintain a reputation for high standards of business
conduct are central to the Directors' decision-making as the Board
of an externally managed investment trust. The Directors believe
that fostering constructive and collaborative relationships with
the Company's service providers will assist in their promotion of
the success of the Company for the benefit of all
shareholders.
The Board engages with
representatives from its service providers throughout the year.
Representatives from Mobius Capital Partners and Frostrow are in
attendance at each Board meeting. As the Investment Manager and the
Company Secretary and Administrator respectively, the services they
provide are essential to the long-term success of the
Company.
Further details are set out
overleaf:
Who?
STAKEHOLDER GROUP
|
Why?
THE BENEFITS OF ENGAGING WITH THE COMPANY'S
STAKEHOLDERS
|
How?
HOW THE BOARD, THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE
ENGAGED WITH THE COMPANY'S STAKEHOLDERS
|
Investors
|
Clear communication of the Company's
strategy and the performance against the Company's objective
informs shareholders and the market in general and may raise new
interest from potential investors, thereby increasing the liquidity
of MMIT's shares.
New shares can be issued to meet
demand without net asset value per share dilution to existing
shareholders. Increasing the size of the Company can benefit
liquidity as well as spread costs.
In an effort to control the discount
at which shares trade to their net asset value per share, the
Company can buy back shares if the Board considers this to be in
the best interest of the Company and shareholders as a whole.
Shares can either be held in "treasury" or cancelled. Any shares
held in treasury can later be sold back to the market if conditions
permit. The Company does not currently hold any shares in
treasury.
Once every three years, the Company
also offers a redemption facility through which shareholders may
request the redemption of all or part of their holding of
redeemable ordinary shares ("Ordinary Shares") for cash.
The next redemption point will be on
30 November 2025.
|
The Investment Manager, Frostrow and
the Company's Broker, on behalf of the Board, complete a programme
of investor relations throughout the year.
An analysis of the Company's
shareholder register is provided to the Directors at each Board
meeting along with marketing reports from Frostrow. The Board
reviews and considers the marketing plans on a regular basis.
Reports from the Company's Broker are submitted to the Board on
investor sentiment and industry issues.
Key mechanisms of engagement
include:
· the
Annual General Meeting;
· the
Company's website which hosts reports, video interviews with the
Investment Managers and monthly factsheets;
· one-on-one investor meetings and online webinars;
· should
any significant votes be cast against a resolution, proposed at the
Annual General Meeting, the Board will engage with Shareholders in
order to understand the reasons behind the votes
against;
· the
Board will explain in its AGM results announcement the actions it
intends to take to consult with shareholders in order to understand
the reasons behind any significant votes against resolutions;
and
· following the consultation, an update will be published no
later than six months after the AGM and the Annual Report will
detail the impact the Shareholder feedback has had on any decisions
the Board has taken and any actions or resolutions
proposed.
At each meeting the Board reviews
movements in the Company's shareholder register. There are regular
interactions and engagement with shareholders, including at the
AGM. Regular feedback from shareholders is received from Frostrow
and the Company's Broker.
|
Investment Manager
|
Engagement with the Company's
Investment Manager is essential to assess its performance against
the Company's stated strategy and to understand any risks or
opportunities that may arise. Through regular reviews with the
Investment Manager, the Board ensures that the portfolio companies
remain financially sound and have strong growth prospects. These
reviews also enable the Board to verify that MCP's environmental,
social and governance ("ESG") practices are in line with industry
standards and meet the Board's expectations. It also serves to
closely monitor investment management costs to ensure they remain
competitive.
|
The Board meets regularly with the
Company's Investment Manager throughout the year both formally at
the scheduled Board meetings and informally as needed. The Board
also receives monthly performance and compliance
reporting.
The Board further receives regular
updates from the Investment Manager concerning engagement on
ESG+C® matters with the companies within the
portfolio.
The Investment Manager's attendance
at each Board meeting provides the opportunity for the Investment
Manager and Board to further reinforce their mutual understanding
of what is expected from both parties.
|
Service Providers
|
The Company contracts with third
parties for other services including: depositary, investment
accounting & administration as well as company secretarial and
registrars. The Company ensures that the third parties to whom the
services have been outsourced complete their roles in line with
their service level agreements, thereby supporting the Company in
its success and ensuring compliance with its
obligations.
|
The Board and Frostrow engage
regularly with other service providers both in one-to-one meetings
and via regular written reporting. Representatives from service
providers are asked to attend Board and Audit Committee meetings
when deemed appropriate. This regular interaction provides an
environment where topics, issues and business development needs can
be dealt with efficiently.
|
Portfolio Companies
|
Engagement with portfolio companies
enables a comprehensive understanding of their business models,
financial strengths and strategic objectives. Close interaction
with management over time fosters a strong stakeholder relationship
that serves as an effective risk management tool. In addition,
integrating environmental, social and governance (ESG)
considerations into the investment process provides invaluable
insights for risk assessment and mitigation.
|
Active engagement on ESG+Culture
issues with the aim of improving operations, ESG-standards and
performance, and thereby catalysing a re‑rating of the investee's
stock price, lies at the heart of the Investment Manager's
strategy. The Investment Manager individually tailors engagement on
ESG+C® issues to the portfolio company and its
respective sector. In addition to ESG factors, MCP places a high
emphasis on understanding a company's corporate culture. The Board
strongly supports the team in this undertaking and has been keeping
in close and regular contact with the Investment Manager to
understand the progress portfolio holdings are making along their
individual action plans.
Regular visits or video calls are
being undertaken between the Investment Managers and portfolio
companies.
On the occasion of the 2023 Investor
Day, three portfolio companies - Hitit Bilgisayar, Park Systems and
Mapmy India/CE Info Systems - were invited to present their
respective businesses to shareholders, and talk about their
experience of working with the Mobius Capital Partners team on
improving ESG+C® issues.
|
What?
WHAT WERE THE KEY TOPICS OF ENGAGEMENT?
|
Outcomes and actions
WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL
DECISIONS?
|
Key
topics of engagement with investors
· Ongoing dialogue with shareholders concerning the strategy of
the Company, performance, the portfolio and ESG issues.
· Impact
on market volatility on the performance of the Company.
· Share
price performance and the widening of investment company sector
discounts.
|
· The
Investment Managers, Frostrow and the broker meet regularly with
shareholders and potential investors to discuss the Company's
strategy, performance, the portfolio and any ESG+Culture issues
which might be raised.
· Shareholders are provided with performance updates via the
Company's website as well as the usual financial reports and
monthly factsheets.
· The
Board reviews the Company's share price discount/premium on a
regular basis and has share buy-back and issuance policies as well
as a redemption facility by which investors may redeem their shares
every three years.
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Key
topics of engagement with the Investment Manager on an ongoing
basis
· Portfolio composition, performance, outlook and business
updates as well as ESG engagement with portfolio
companies.
·
Team composition.
· The
impact of market volatility upon the portfolio.
|
· Updates are received by the Board at every Board
meeting.
· The
Board is kept well informed about the team composition at MCP and
the Investment Manager gives regular updates on new team members.
The departure of Dr Mobius as announced on 10 November 2023, was
discussed in detail by the Board, the Investment Manager, Frostrow
and the Company's Brokers.
· The
unique network of external experts and consultants in Emerging
Markets built over decades of investing in this space enables the
Investment Manager to buy in project-specific, high-quality
know-how while allowing the core team to remain lean, agile and
highly motivated.
· The
Board has received regular updates from the Investment Manager
throughout the year.
|
Key
topics of engagement with Other Service Providers
· The
Directors have frequent engagement with the Company's other service
providers through the annual cycle of reporting and due diligence
meetings or site visits by Frostrow. This engagement is completed
with the aim of maintaining an effective working relationship and
oversight of the services provided.
|
· During
the year, the service providers' business resilience was discussed
as well as service levels.
· Reviews of the Company's service providers during the year
have been positive and the Directors believe that their continued
appointment is in the best interests of the Company.
|
Key
topics of engagement with Portfolio Companies
The Investment Managers, on behalf
of the Board, have engaged with a number of portfolio
companies:
· in
order to address business matters and to understand the risks faced
by portfolio companies and how they can be addressed.
· in
order to achieve good governance overall, as good governance means
that board and management of portfolio companies are aware and
proactive in their approach to all environmental and social
issues.
|
· The
Investment Managers are aware that trusts perceived to be falling
behind in ESG and climate change concerns will be downrated by
investors. This issue therefore makes up an important part of the
risk assessment when looking at possible investments.
· For
the Investment Managers good governance is the best way to ensure
best value for shareholders. To this end, environmental and social
factors as well as governance are discussed in meetings with
managements.
|
Responsible and Sustainable Investing
The Board recognises that the most
direct way for the Company to have an impact on Environmental,
Social and Governance ("ESG") issues is through the responsible
ownership of its investments.
It has delegated authority to its
Investment Managers to engage actively with the management of
investee companies and encourage that high standards of ESG
practice are adopted and that high standards of corporate
governance and corporate responsibility are maintained. More
information is given in the Investment Managers' Review.
The Investment Manager's customised
engagement acts as one of the key features in the investment
process and includes an Action Plan targeted at ESG and operational
issues identified in the individual holdings. The Investment
Manager believes this customised engagement will lead to an
enhancement in ESG+C® positioning, operational
improvements, and attractive returns to investors following a stock
rerating. Throughout the year, the Board followed the progress on
engagement closely.
The
Investment Managers' ESG+C® Policy
The Investment Managers' ESG Policy
can be found on their website at www.mobiuscapitalpartners.com and
it explains how ESG and corporate culture factors are being
assessed all through the investment process as follows:
· an
initial recommendation by the Investment Committee;
· establishment of an ESG+C® action plan and
engagement with companies;
· monitoring, measuring and reporting ESG+C®
improvement; and
· exercising voting rights.
In particular, the ESG Policy states
that Mobius Capital Partners are strongly convinced that companies
with higher ESG standards generally have a lower cost of capital,
more efficient operational performance, greater protection of
minority investors' interests, lower business risk and higher
shareholder distributions, all of which positively influence a
company's valuation.
Quarterly ESG factsheets can also be
found on the Investment Managers' website, giving a breakdown of
investment companies' disclosure of
· environmental
targets such as environmental
reporting, quantitative environmental targets and Carbon Disclosure
Project Portfolio Company scores. The Carbon Disclosure Project
increases environmental transparency and accountability of
companies and enables progress tracking. The scoring ranges from A,
A-to B, B-to C, C-to D, D-and F.
· social targets
such as employee training initiatives and
reporting on Sustainable Development Goals in the fields of
Industry, Innovation and Infrastructure, Good Health and Wellbeing,
and Decent Work and Economic Growth.
· governance
targets such as gender equality and
female directors, Board independence, sustainability reporting,
Global Reporting Initiative Compliant reporting, dedicated Investor
Relations professionals and others.
· corporate culture
targets such as a Code of Conduct,
share option schemes, non-financial employee benefits,
anti‑corruption and whistleblower policies, dedicated
sustainability professionals and gender equality among C-level
executives.
Taskforce for Climate-Related Financial Disclosures
("TCFD")
The Company notes the TCFD
recommendations on climate-related financial disclosures. The
Company is an investment trust with no employees, internal
operations or property and, as such, it is exempt from the Listing
Rules requirement to report against the TCFD framework.
The Investment Manager reports on
portfolio companies' Carbon Disclosure Project (CDP) Scores as part
of their quarterly ESG+C reporting. CDP's disclosure platform
provides the mechanism and a first step towards reporting in line
with the TCFD recommendations. In addition, the team engages with
every portfolio holding on the adoption of the TCFD
recommendations.
The risks associated with climate
change represent an increasingly important issue and the Board and
the Investment Managers are aware the transition to a low-carbon
economy will affect all businesses, irrespective of their size,
sector or geographic location. Therefore, no company's revenues are
immune and the assessment of such risks must be considered within
any effective investment approach.
Integrity and Business Ethics
The Company is committed to carrying
out business in an honest and fair manner. In carrying out its
activities, the Company aims to conduct itself responsibly,
ethically and fairly, including in relation to social and human
rights issues.
The Board has adopted a
zero-tolerance approach to instances of bribery and corruption.
Accordingly, it expressly prohibits any Director or associated
persons when acting on behalf of the Company from accepting,
soliciting, paying, offering or promising to pay or authorise any
payment, public or private, in the United Kingdom or abroad to
secure any improper benefit from themselves or for the
Company.
The Board applies the same standards
to its service providers in their activities for the
Company.
A copy of the Company's Anti Bribery
and Corruption Policy can be found in the Corporate Information
section of the Company's website on www.mobiusinvestmenttrust.com.
The policy is reviewed annually by the Audit Committee.
In response to the implementation of
the Criminal Finances Act 2017, the Board also adopted a
zero-tolerance approach to the criminal facilitation of tax
evasion. A copy of the Company's policy on preventing the
facilitation of tax evasion can be found in the Corporate
Information section of the Company's website
www.mobiusinvestmenttrust.com. The policy is reviewed annually by
the Audit Committee.
The Board's expectations are that
its principal service providers have appropriate governance
policies in place.
Modern Slavery Act 2015
The Company does not provide goods
or services in the normal course of business, and as a financial
investment vehicle does not have customers. The Directors do not
therefore consider that the Company is required to make a statement
under the Modern Slavery Act 2015 in relation to slavery or human
trafficking.
The Company's suppliers are
typically professional advisers and the Company's supply chains are
considered to be low risk in this regard.
In light of the nature of the
Company's business there are no relevant human rights issues and
the Company does not have a human rights policy.
Looking to the Future
The Board concentrates its attention
on the Company's investment performance and Mobius Capital Partners
LLP's investment approach and on factors that may have an effect on
this approach.
The Board monitors the performance
of the Company's net asset value compared with its peer
group.
The Board is regularly updated by
Frostrow Capital LLP and Peel Hunt LLP on wider investment trust
industry issues and regular discussions are held concerning the
Company's future development and strategy.
A review of the Company's year ended
30 November 2023, its performance and the outlook for the Company
can be found in the Chairman's Statement and in the Investment
Manager's Review.
The Company's overall strategy
remains unchanged.
For and on behalf of the Board of
Directors
Maria Luisa Cicognani
Chairman
5 March 2024
Governance
BOARD OF DIRECTORS
Maria Luisa Cicognani
Independent Non-Executive
Chairman
Appointed to the Board on 5
September 2018
Remuneration per annum:
£40,000*
Shareholding in the Company:
72,927*
Skills and Experience:
Maria Luisa has over 30 years'
experience with significant knowledge of the banking sector,
emerging markets and corporate governance issues. Between 1993 and
2005, she worked at the European Bank for Reconstruction and
Development, ultimately as Head of the Bank Equity group, before
holding senior positions with Merrill Lynch and Renaissance
Capital, Mediobanca, Azimut Global Counselling in Italy and Azimut
International Holding in Luxembourg. Since 2016 she has been senior
adviser to a number of financial institutions and investors as well
as non-executive director in listed companies.
Maria Luisa holds a magna cum laude Bachelor's degree in
Business and Administration from Bocconi University in Italy and a
Master's degree in Japanese Economy and Business from the
International University of Japan.
Other Appointments:
Maria Luisa is non-executive
chairman of Concrete Fashion Group (previously: Arafa Holding) in
Cairo and a non-executive director of Eurizon Capital SgR, and of
Intesa San Paolo Holding S.A. Luxembourg.
Standing for re-election
Yes
Christopher Casey
Independent Non-Executive Director, Chairman of the Audit
Committee and Senior Independent Director
Appointed to the Board on 5
September 2018
Remuneration per annum:
£35,000*
Shareholding in the Company:
10,000*
Skills and Experience:
Christopher has extensive experience
as a non-executive director and audit committee chairman of public
companies, in particular investment trusts.
Previously he was chairman (formerly
audit committee chairman) of China Polymetallic Mining Limited
until 2016, audit committee chairman of Latchways plc until 2015,
audit committee chairman of Eddie Stobart Logistics plc until
August 2020, and audit committee chairman of BlackRock Sustainable
American Investment Trust plc until March 2023.
Christopher's career spans over 40
years and he was previously an audit partner at KPMG. He graduated
from Oxford University in 1977 with a degree in Politics,
Philosophy and Economics.
Other Appointments:
Christopher is also a non-executive
director and chairman of The European Smaller Companies Trust plc,
non-executive director and audit committee chairman of Life
Settlements Assets plc and CQS Natural Resources Growth and Income
PLC.
Standing for re-election
Yes
Gyula Schuch
Independent
Non-Executive Director and Chairman of the Management Engagement
and Remuneration Committee
Appointed to the Board on 1 June
2022
Remuneration per annum:
£30,000*
Shareholding in the Company:
none*
Skills and Experience:
Gyula has over 25 years' experience
in investment banking. Formerly, he was Managing Director of EEMEA
and LATAM Equities at HSBC Bank plc, Global Banking and Markets in
London and Managing Director and Co-Head of EEMEA and LATAM
Equities at HSBC Securities (USA) Inc in New York. Previously, he
worked for HVB Capital Markets New York and CA-IB Securities New
York Inc.
He holds a Master of Business
Administration degree from the University of Business
Administration and Economics in Vienna.
Other Appointments:
Up until 31 December 2023, Gyula was
Equity Partner at Ithuba Capital, a management-owned independent
investment bank and regional advisory firm with headquarters in
Vienna. With effect from 1 February 2024, he joined Vienna Capital
Partners as a partner.
He is also a director of Pomega Inc.
in the US.
Standing for re-election
Yes
* Information as at 30
November 2023.
REPORT OF THE DIRECTORS
The Directors present this Annual
Report on the affairs of the Company together with the audited
financial statements and the Independent Auditors' Report for the
year ended 30 November 2023.
In accordance with the requirement
for the Directors to prepare a Strategic Report and an enhanced
Directors' Remuneration Report for the year ended 30 November 2023,
the following information is set out in the Strategic Report: a
review of the business of the Company including details of its
objective, strategy and business model, future developments,
details of the principal risks and uncertainties associated with
the Company's activities (including the Company's financial risk
management objectives and policies), information regarding
community, social, employee and human rights and environmental
issues.
Information about Directors'
interests in the Company's ordinary shares is included within the
Annual Report in the Remuneration section of the Directors'
Remuneration Report.
The Corporate Governance Statement
below forms part of this Directors' Report.
Business and Status of the Company
The Company is registered as a
public limited company in England and Wales (Registered Number:
11504912) and is an investment company within the terms of Section
833 of the Companies Act 2006 (the "Act"). Its Ordinary shares are
premium listed on the Official List of the UK Listing Authority and
traded on the main market of the London Stock Exchange, which is a
regulated market as defined in Section 1173 of the Act.
The principal activity of the
Company is to carry on business as an investment trust. The Company
has been granted approval from HM Revenue & Customs as an
investment trust under sections 1158 and 1159 of the Corporation
Taxes Act 2010. The Company will be treated as an investment trust
company subject to the Company's continued compliance with
applicable laws and regulations. The Directors do not envisage any
change in this activity in the future.
The Company is a member of the
Association of Investment Companies ("AIC").
Alternative Performance Measures
The Financial Statements set out the
required statutory reporting measures of the Company's financial
performance. In addition, the Board assesses the Company's
performance against a range of criteria which are viewed as
particularly relevant for investment trusts, which are summarised
and explained in greater detail in the Strategic Report, under the
heading 'Key Performance Indicators'.
The Directors believe that these
measures enhance the comparability of information between reporting
periods and aid investors in understanding the Company's
performance. The measures used for the year under review have
remained consistent with the prior period.
Definitions of the terms used and
the basis of calculation adopted are set out in the
Glossary.
Annual General Meeting ("AGM")
THE
FOLLOWING INFORMATION TO BE DISCUSSED AT THE FORTHCOMING ANNUAL
GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If
you are in any doubt about the action you should take, you should
seek advice from your stockbroker, bank manager, solicitor,
accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended). If you have
sold or transferred all of your ordinary shares in the Company, you
should pass this document, together with any other accompanying
documents, including the form of proxy, at once to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for onward transmission to the
purchaser or transferee.
Resolutions relating to the
following items of special business will be proposed at the
forthcoming AGM.
Resolution 9: Authority to
allot shares up to approximately 20% of the ordinary shares in
issue.
Resolution 10: Authority to
issue new shares or sell shares from Treasury for cash, up to
approximately 20% of the Company's issued ordinary shares at a
price per share not less than the net asset value per share, and to
disapply pre-emption rights in respect of those shares.
Resolution 11: Authority to buy
back up to 14.99% of shares in issue at the time of the AGM, either
for cancellation or for placing into Treasury.
Resolution 12: Authority to
hold general meetings (other than AGMs) on at least 14 days'
notice.
The full text of the resolutions can
be found in the Notice of Annual General Meeting at the end of this
document. Explanatory notes regarding the resolutions can be found
following the Notice of Annual General Meeting. Ordinary
resolutions require that more than 50% of the votes cast at the
relevant meeting be in favour of the resolution for it to be
passed. Special resolutions require that at least 75% of the votes
cast be in favour of the resolution for it to be passed.
Recommendation
The Directors consider that all the
resolutions to be proposed at the AGM are in the best interests of
the Company and its members as a whole. The Directors unanimously
recommend that shareholders vote in favour of all the resolutions,
as they intend to do in respect of their own beneficial holdings,
details of which are set out in the Directors' Remuneration
Report.
AGM
Arrangements
The AGM will be held on Tuesday, 23
April 2024. In case of any problems, arrangements will be made for
shareholders to attend via a webinar, view the Investment Manager's
presentation online and ask questions in advance. Shareholders are
encouraged to view the Company's website, www.mobiusinvestmenttrust.com for further information
nearer the time. Questions can be submitted to the Company
Secretary at info@frostrow.com.
Shareholders are strongly encouraged
to exercise their votes in respect of the meeting in advance by
returning their forms of proxy. This will ensure that all
shareholders' votes are registered in the event that attendance is
not possible or restricted or if the meeting is postponed. Further
details about the voting process can be found in the Notice of
Meeting.
Articles of Association
Amendment of the Company's Articles
of Association requires a special resolution to be passed by
shareholders.
Directors
The current Directors of the Company
are listed above. All Directors served as Directors throughout the
year to 30 November 2023 and up to the date of this
report.
No other person was a director
during any part of the year or up to the approval of this
report.
Directors' Conflicts of Interest
Directors report on actual or
potential conflicts of interest at each Board meeting. Any Director
with a potential conflict would be excluded from any related
discussion.
Directors' and Officers' Liability Insurance
Cover
Directors' and Officers' liability
insurance cover was maintained by the Board during the year ended
30 November 2023. It is intended that this policy will
continue for the year ending 30 November 2024 and subsequent
years.
Directors' Indemnities
Subject to the provisions of
applicable UK legislation, the Company provides an indemnity for
Directors in respect of costs incurred in the defence of any
proceedings brought against them and also liabilities owed to third
parties, in either case arising out of their positions as Directors
of the Company. This was in place throughout the financial year
under review and up to the date of the approval of this report. The
indemnities are qualifying third party provisions for the purposes
of the Companies Act 2006.
A copy of each deed of indemnity is
available for inspection at the Registered Office of the Company
during normal business hours and will be available for inspection
at the Annual General Meeting.
Directors' Fees
Reports on Directors' Remuneration
and also the Directors' Remuneration Policy are set out
below.
Appointment and Replacement of Directors
Unless otherwise determined by the
Company by ordinary resolution, the number of Directors shall not
be less than two.
Directors' Interests
The beneficial interests in the
Company of the Directors, and of the persons closely associated
with them, are set out in the Directors' Remuneration
Report.
Capital Structure
As at 30 November 2023 there were
115,420,336 redeemable ordinary shares of 1p each (2022:
107,548,983 ordinary shares) and 50,000 management shares of £1
each in issue.
All ordinary shares rank equally for
dividends and distributions. Each shareholder is entitled to one
vote on a show of hands and, on a poll, to one vote for every
ordinary share held. Details of the substantial holders of ordinary
shares in the Company are listed below.
The management shares do not carry a
right to receive notice of, or attend or vote at, any general
meeting of the Company unless no other shares are in issue at that
time. The management shares are entitled to receive, in priority to
any payment of a dividend on any other class of share, a fixed
cumulative dividend of 0.01% per annum on their nominal amount. On
a return of capital (including on a winding up) the holders of the
management shares shall only receive an amount up to the capital
paid up on such management shares. The management shares are not
redeemable.
There are no restrictions concerning
the transfer of ordinary shares in the Company; no special rights
with regard to control attached to ordinary shares; no restrictions
on voting rights; no agreements between holders of ordinary shares
regarding their transfer known to the Company; and no agreements
which the Company is party to that might affect its control
following a successful takeover bid.
Details of the voting rights in the
Company's shares at the date of this Annual Report are given in
Note 2 to the Notice of the Annual General Meeting.
Share Issues and Buybacks
The Directors currently have the
authority to issue shares up to an aggregate nominal amount equal
to 20% of the issued share capital of the Company. They also have
the authority to issue shares, or sell Treasury shares, up to an
aggregate nominal amount equal to 20% of the issued share capital
for cash, without pre-emption rights applying. These authorities
will expire at the AGM to be held on 23 April 2024, when
resolutions to renew them will be proposed.
Furthermore, at the last AGM held on
26 April 2023, the Directors were granted authority to repurchase
up to 16,144,077 Ordinary shares, being 14.99% of the Company's
issued share capital. This authority will also expire at the
forthcoming AGM, when a resolution to renew it will be
proposed.
As set out in MMIT's prospectus, the
Company may buy back shares when the share price discount to the
net asset value per share rises above 5%, at the Board's
discretion. The Company's share issuance policy allows the issuance
of new shares at a small premium to the net asset value per share
on a regular basis acting as a premium management tool.
As at 30 November 2023, the number
of ordinary shares in issue was 115,420,336. 7,871,353 ordinary
shares were issued during the year and no shares were bought
back.
Since the year-end no further
Ordinary Shares were issued and no shares were bought
back.
Treasury Shares
The Company may make market
purchases of its own shares for cancellation or for holding in
Treasury where it is considered by the Board to be cost effective
and positive for the management of the Company's capital base to do
so. During the year, and since the year end, no shares were
purchased for, or held in, Treasury.
Shares would only be re-issued from
Treasury at a price representing a premium to net asset value per
share.
Redemption Facility
As set out in the prospectus, the
Company has a redemption facility through which shareholders are
entitled to request the redemption of all or part of their holding
of ordinary shares on a periodic basis. The first redemption point
for the ordinary shares was on 30 November 2022 and each subsequent
redemption point will fall on 30 November every third year
thereafter. The Directors have absolute discretion to operate the
periodic redemption facility on any given Redemption Point and to
accept or decline in whole or part any redemption
request.
During the redemption exercise in
2022, redemption requests in respect of a total of 2,767,334
ordinary shares were received, representing 2.54% of issued share
capital at the time. Of these redemption requests, 1,356,317
ordinary shares were matched with buyers and sold at the redemption
price and 1,411,017 ordinary shares were redeemed and cancelled by
the Company.
The terms of the redemption facility
are set out in the Company's Articles of Association and were
summarised in the Company's IPO prospectus.
The Board and the Investment
Managers believe that the Company's investment case remains highly
compelling and therefore did not redeem their shares.
Substantial Interests in Share Capital
As at 30 November 2023 and 31
January 2024, being the latest practicable date before publication
of the Annual Report, the Company was aware of the following
substantial interests in the voting rights of the
Company:
|
30 November
2023
|
Shareholder
|
Number of ordinary shares
held
|
% of issued share
capital
|
Allan & Gill Gray
Foundation
|
14,908,850
|
12.92
|
Dr. Joseph Bernhard Mark
Mobius
|
13,949,878
|
12.08
|
Hargreaves Lansdown, stockbrokers
(EO)
|
9,559,854
|
8.29
|
Interactive Investor (EO)
|
8,266,179
|
7.16
|
Columbia Threadneedle
Investments
|
5,075,000
|
4.39
|
Connor Broadley
|
4,603,980
|
3.99
|
A.I.M. Overseas PTC
|
4,500,000
|
3.90
|
Charles Stanley
|
4,257,232
|
3.69
|
Hauck & Aufhaeuser Bank,
Luxembourg (PB)
|
3,734,768
|
3.24
|
JM Finn, stockbrokers
|
3,710,457
|
3.21
|
AJ Bell, stockbrokers
|
3,660,794
|
3.17
|
EO = Execution only
|
|
31 January
2024
|
Shareholder
|
Number of ordinary shares
held
|
% of issued share
capital
|
Allan & Gill Gray
Foundation
|
13,858,850
|
12.01
|
Dr. Joseph Bernhard Mark
Mobius
|
11,531,382
|
9.99
|
Hargreaves Lansdown, stockbrokers
(EO)
|
9,509,698
|
8.24
|
Interactive Investor (EO)
|
8,277,832
|
7.17
|
Columbia Threadneedle
Investments
|
5,075,000
|
4.40
|
Connor Broadley
|
4,617,612
|
4.00
|
Charles Stanley
|
4,466,677
|
3.87
|
A.I.M. Overseas PTC
|
4,206,396
|
3.64
|
JM Finn, stockbrokers
|
3,735,225
|
3.24
|
Hauck & Aufhaeuser Bank,
Luxembourg (PB)
|
3,556,834
|
3.08
|
AJ Bell, stockbrokers
|
3,502,431
|
3.03
|
EO = Execution only
Interest of the lead investment
manager in the shares of the Company as at 30 November
2023:
Carlos Hardenberg
|
1,163,650
|
1.01%
|
Beneficial Owners of Ordinary Shares - Information
Rights
The beneficial owners of ordinary
shares who have been nominated by the registered holder of those
shares to receive information rights under Section 146 of the
Companies Act 2006 are required to direct all communications to the
registered holder of their shares rather than to the Company's
registrar, Computershare, or to the Company directly.
Political Donations
The Company has not made any
political donations in the past, nor does it intend to do so in the
future.
Corporate Governance
The Corporate Governance report,
which includes the Company's Corporate Governance policies is set
out below.
Global Greenhouse Gas Emissions for the Year ended 30 November
2023
The Company is an investment trust,
with neither employees nor premises, nor has it any financial or
operational control of the assets which it owns. It 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' Report) Regulations 2013, including those within
the Company's underlying investment portfolio. Consequently, the
Company consumed less than 40,000 kWh of energy during the year in
respect of which the Directors' Report is prepared and therefore is
exempt from the disclosures required under the Streamlined Energy
and Carbon Reporting criteria.
Common Reporting Standard ("CRS")
CRS is a global standard for the
automatic exchange of information commissioned by the Organisation
for Economic Cooperation and Development and incorporated into UK
law by the International Tax Compliance Regulations 2015.
CRS requires the Company to provide certain additional details
to HMRC in relation to certain shareholders. The reporting
obligation began in 2016 and will be an annual requirement going
forward. The Registrars, Computershare Investor Services, have been
engaged to collate such information and file the reports with HMRC
on behalf of the Company.
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the
Company to include certain information, more applicable to
traditional trading companies, in a single identifiable section of
the Annual Report or a cross reference table indicating where the
information is set out. The Directors confirm that there are no
disclosures to be made in this regard.
Going Concern
The content of the Company's
portfolio, trading activity, the Company's cash balances and
revenue forecasts, and the trends and factors likely to affect the
Company's performance are reviewed and discussed at each Board
meeting.
The Board has considered a detailed
assessment of the Company's ability to meet its liabilities as they
fall due, including stress tests and reverse stress tests which
modelled the effects of substantial falls in markets and
significant reductions in market liquidity on the Company's NAV,
its cash flows and its expenses. Further information is provided in
the Audit Committee report.
Based on the information available
to the Directors at the date of this report, including the results
of these stress tests, the conclusions drawn in the Viability
Statement, the Company's cash balances, and the liquidity of the
Company's listed investments, the Directors are satisfied that the
Company has adequate financial resources to continue in operation
for a period of at least the next 12 months from when the Financial
Statements are authorised for issue and that, accordingly, it is
appropriate to continue to adopt the going concern basis in
preparing the financial statements.
In reaching these conclusions and
those in the Viability Statement, the stress testing conducted also
featured consideration of the long-term effects of the continuing
uncertainty created by the increase in global inflation and higher
interest rates, together with the consequences of the war in
Ukraine and the subsequent long-term effects on economies and
international relations as well as the more recent war in
Gaza.
Furthermore, the departure of Dr.
Mark Mobius from MCP was considered by the Board, and it was
concluded that the Company's Investment Managers are able to
positively address any challenges.
Other Statutory Information
The following information is
disclosed in accordance with the Companies Act 2006:
· The
rules on the appointment and replacement of directors are set out
in the Company's articles of association (the "Articles"). A change
to the Articles would be governed by the Companies Act
2006.
· Subject to the provisions of the Companies Act 2006, to the
Articles, and to any directions given by special resolution, the
business of the Company shall be managed by the Directors who may
exercise all the powers of the Company. The powers shall not be
limited by any special powers given to the Directors by the
Articles and a meeting of the Directors at which a quorum is
present may exercise all the powers exercisable by the Directors.
The Directors' powers to buy back and issue shares, in force at the
end of the year, are recorded in the Directors' Report.
There are no agreements:
(i) to which the Company
is a party that might affect its control following a takeover bid;
and/or
(ii) between the Company and
its Directors concerning compensation for loss of
office.
By order of the Board
Frostrow Capital LLP
Company Secretary
5 March 2024
CORPORATE GOVERNANCE
The
Board and Committees
Responsibility for effective
governance lies with the Board. The governance framework of the
Company reflects the fact that as an investment company it has no
employees and outsources portfolio management to Mobius Capital
Partners LLP and Company management, company secretarial, marketing
and administrative services to Frostrow Capital LLP.
The Board
Independent Chairman - Maria Luisa
Cicognani
Two additional non-executive
Directors, all considered independent.
The Board has appointed Christopher
Casey as Senior Independent Director.
Key responsibilities:
· to
provide leadership and set strategy, values and standards within a
framework of prudent effective controls which enable risk to be
assessed and managed;
· to ensure that a robust corporate
governance framework is implemented; and
· to
challenge constructively and scrutinise the performance of all
outsourced activities.
|
Management Engagement and
Remuneration Committee
Chairman
Gyula
Schuch
All
Independent Directors
Key responsibilities:
· to
review regularly the contracts, performance and remuneration of the
Company's principal service providers;
· to set
the remuneration policy of the Company; and
· to
determine and agree with the Board the remuneration of the
Directors. Where appropriate, the Committee will consider both the
need to judge the position of the Company relative to other
companies regarding the remuneration of Directors and the need to
appoint external remuneration consultants.
|
Audit
Committee
Chairman
Christopher Casey*
All
Independent Directors
(The
Chairman of the Board is also a member of the Committee)
Key responsibilities:
· to
monitor the integrity of the Company's Annual Report and financial
statements and of the half-yearly report;
· to
oversee the risk and control environment and financial reporting;
and
· to
review the performance of the Company's external Auditors and to
set their remuneration.
|
* The Directors believe
that Christopher Casey has the necessary recent and relevant
financial experience to chair the Company's Audit
Committee.
Copies of the full terms of
reference, which clearly define the responsibilities of each
Committee, can be found on the Company's website at www.mobiusinvestmenttrust.com. They can also be
obtained from the Company Secretary and will be available for
inspection at the AGM.
Given the small size of the Board,
the Company does not have a Nomination Committee. Instead, all
duties of a Nomination Committee such as the annual consideration
of Directors' performance and the skills possessed collectively by
the Board as well as the consideration of new appointments, are
performed by the Board as a whole.
Corporate Governance Report
The Company is committed to the
highest standards of corporate governance and the Board is
accountable to shareholders for the governance of the Company's
affairs.
The Board of Mobius Investment Trust
plc has considered the principles and recommendations of the AIC
Code of Corporate Governance published in February 2019 (the "AIC
Code"). The AIC Code addresses all the principles set out in the UK
Corporate Governance Code (the "UK Code") published in 2018, as
well as setting out additional provisions on issues that are of
specific relevance to the Company.
The Board considers that reporting
against the principles and provisions of the AIC Code (which has
been endorsed by the Financial Reporting Council) will provide
better information to shareholders. By reporting against the AIC
Code, the Company meets its obligations under the UK Code (and
associated disclosure requirements under paragraph 9.8.6 of the
Listing Rules) and as such does not need to report further on
issues contained in the UK Code that are irrelevant to the Company
as an externally-managed investment company, including the
provisions relating to the role of the chief executive, executive
directors' remuneration and the internal audit function.
The AIC Code is available on the
AIC's website www.theaic.co.uk and the UK
Code can be viewed on the Financial Reporting Council's website
www.frc.org.uk. The AIC Code includes an
explanation of how the AIC Code adapts the principles and
provisions set out in the UK Code to make them relevant for
investment companies.
The Company has complied with the
principles and provisions of the AIC Code.
The Corporate Governance Statement
forms part of the Report of the Directors.
In addition to the above, the Board
also notes the publication of the new UK Corporate Governance Code
2024 ("new UK Code"), which will apply to financial years
beginning on or after 1 January 2025. In due course, the Company
will report against the new UK Code.
The
Board
The Board is responsible for the
effective governance and the overall management of the Company's
affairs. The governance framework of the Company reflects the fact
that as an investment company it outsources portfolio management
services to Mobius Capital Partners LLP and company secretarial,
administration, marketing and risk management services to Frostrow
Capital LLP.
The Board's key responsibilities are
to set the strategy, values and standards; to provide leadership
within a controls framework which enable risks to be assessed and
managed; to challenge constructively and scrutinise performance of
all outsourced activities; and to review regularly the contracts,
performance and remuneration of the Company's principal service
providers and Investment Manager. The Board is responsible for all
matters of direction and control of the Company, including its
investment policy, and no one individual has unfettered powers of
decision.
The role of the Board is to promote
the long-term sustainable success of the Company, generating value
for shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on
which the Company generates and preserves value over the long term.
The Strategic Report describes how opportunities and risks to the
future success of the business have been considered and addressed,
the sustainability of the Company's business model and how its
governance contributes to the delivery of its strategy.
The Company's Objective and
Investment Policy are set out above.
The purpose and strategy of the
Company are described in the Strategic Report above.
Strategy issues and all material
operational matters are considered at Board meetings.
Board Culture
The Board aims to fully enlist
differences of opinion, unique vantage points and areas of
expertise. The Chairman encourages open debate to foster a
supportive and co-operative approach for all participants.
Strategic decisions are discussed openly and
constructively.
The Board aims to be open and
transparent with shareholders and other stakeholders and for the
Company to conduct itself responsibly, ethically and fairly in its
relationships with service providers. It is the Board's belief that
this contributes to the greater success of the Company, as well as
being an appropriate way to conduct relations between parties
engaged in a common purpose.
Diversity Policy
The Board supports the principle of
Boardroom diversity. The Company's policy is that the Board and its
committees should be comprised of directors who collectively
display the necessary balance of professional skills, experience,
length of service and industry knowledge and that appointments to
the Board and its committees should be made on merit, against
objective criteria, including diversity in its broadest
sense.
The objective of the policy is to
have a broad range of approaches, backgrounds, skills, knowledge
and experience represented on the Board. The Board believes that
this will make the Board and its committees more effective at
promoting the long-term sustainable success of the Company and
generating value for shareholders by ensuring there is a breadth of
perspective among the Directors and the challenge needed to support
good decision making. To this end, achieving a diversity of
perspectives and backgrounds on the Board and its committees will
be a key consideration in any director search process.
The gender balance of two men and
one woman, as at the date of this report, is in line with the
recommendations of Lord Davies' reports on Women on Boards.
The Board is aware that gender representation objectives have been
set for FTSE 350 companies and that targets concerning ethnic
diversity have been recommended for each FTSE 100 board to have at
least one director of colour by 2021 and for each FTSE 250 board to
have the same by 2024.
When appointing new Board members,
the Directors will consider knowledge, skills and experience.
However, the Board will not display any bias for age, gender, race,
sexual orientation, religion, ethnic or national origins,
disability, or educational, professional or socio-economic
background in considering the appointment of its
Directors.
Board Diversity
The Board is supportive of the FCA's
recently updated Listing Rules (LR 9.8.6R(9)) to encourage greater
diversity on listed company boards to the effect that:
(i) at least 40% of the
individuals on its board are women;
(ii) at least one of the
senior board positions is held by a woman; and
(iii) at least one individual
on the board is from a minority ethnic background.
The FCA's disclosure requirements
apply to financial years starting on or after 1 April 2022, and
will serve as guidelines when appointing new directors.
The Board has chosen to align its
diversity reporting reference date with the Company's financial
year end and proposes to maintain this alignment for future
reporting periods. The Company has met one of the three targets on
board diversity as at its chosen reference date, 30 November 2023:
the senior position of Chairman of the Board is held by a
woman.
The relatively small size of the
Company's Board, and therefore more infrequent vacancies and
opportunities for recruitment, make achieving diversity on the
Board a more challenging, but ongoing process. As succession
planning of the Board progresses over future years, the Company
will continue to strive for increased diversity on its Board
through its Diversity Policy. Further details on the Company's
appointment process can be found under Board Composition and
Succession.
As required under LR 9.8.6R(10),
further details in respect of the three targets outlined above as
at 30 November 2023 are disclosed below. Each Director volunteered
how they wished to be included in the tables.
(a) Table for reporting on gender identity or
sex
As
at 30 November 2023
|
No. of
Board
members
|
Percentage
|
Number of
senior
positions
on
the
Board*
|
Men
|
2
|
66.6
|
1 (Audit
Chair and SID)
|
Women
|
1
|
33.3
|
1 (Chair
of the Board)
|
Not specified/ prefer not to
say
|
-
|
-
|
-
|
(b)
Table for reporting on ethnic background
As
at 30 November 2023
|
No. of
Board
members
|
Percentage
|
Number of
senior
positions
on the
Board*
|
White British or other White
(including minority-white groups)
|
3
|
100
|
2
|
Mixed/Multiple ethnic
groups
|
-
|
-
|
-
|
Asian/Asian British
|
-
|
-
|
-
|
Black/African/Caribbean/Black
British
|
-
|
-
|
-
|
Other ethnic group, including
Arab
|
-
|
-
|
-
|
Not specified/prefer not to
say
|
-
|
-
|
-
|
* As an externally managed
investment company, the Company has no executive directors,
employees or internal operations. The Board has therefore excluded
the columns relating to executive management from the table above.
In addition, the senior positions on the Company's Board of the
chief executive and the chief financial officer are not applicable
to the Company. In the absence of the aforementioned roles, the
Board considers the Chair of the Audit Committee to also be a
senior position on the Board. Christopher Casey currently serves as
both Senior Independent Director ("SID") and Chair of the Audit
Committee.
It should be noted that, although
all current Board members are "White British or other White",
diversity is provided through different nationalities, with one
Board member being Italian, one British and one
Austrian.
Directors' Independence
The Board consists of three
non-executive Directors, each of whom is independent of Mobius
Capital Partners LLP and the Company's other service providers. No
member of the Board is a Director of another investment company
managed by Mobius Capital Partners LLP, nor has any Board member
been an employee of the Company, Mobius Capital Partners LLP or any
of the Company's service providers. Maria Luisa Cicognani and
Christopher Casey were appointed on 5 September 2018 and Gyula
Schuch was appointed on 1 June 2022. All Directors will retire at
the Company's AGM and seek to be re-elected by shareholders.
Further details regarding the Directors can be found
above.
The Board carefully considers the
various guidelines for determining the independence of
non-executive Directors, placing particular weight on the view that
independence is evidenced by an individual being independent of
mind, character and judgement. All Directors are presently
considered to be independent. Each Director has signed a letter of
appointment to formalise the terms of their engagement as a
non-executive Director, copies of which are available on request
from the Company Secretary and at the AGM.
Directors' Other Commitments
During the year, none of the
Directors took on an increase in total commitments. Brief
biographical details of the Directors, including details of their
significant commitments, can be found aqbove. All of the Directors
consider that they have sufficient time to discharge their duties.
When appointing new Directors, the Board takes into account other
demands on the Directors' time. Any additional external
appointments are not undertaken without prior approval of the
Board.
Directors' Interests
The beneficial interests of the
Directors in the Company are set out in the Directors' Remuneration
Report.
Meetings
The Board meets formally at least
five times each year. Representatives of Mobius Capital Partners
LLP attend all meetings at which investment matters are discussed;
representatives from Frostrow are in attendance at each Board
meeting. The Chairman encourages open debate to foster a supportive
and co-operative approach for all participants.
The Board has agreed a schedule of
matters specifically reserved for decision by the Board. This
includes establishing the investment objectives, strategy, the
permitted types or categories of investments, the markets in which
transactions may be undertaken, the amount or proportion of the
assets that may be invested in any category of investment or in any
one investment, and the Company's share issuance and share buyback
policies.
The Board, at its regular meetings,
undertakes reviews of key investment and financial data, revenue
projections and expenses, analyses of asset allocation,
transactions and performance comparisons, share price and net asset
value performance, marketing and shareholder communication
strategies, the risks associated with pursuing the investment
strategy, peer group information and industry issues.
The Chairman is responsible for
ensuring that the Board receives accurate, timely and clear
information. Representatives of Mobius Capital Partners LLP and
Frostrow report regularly to the Board on issues affecting the
Company.
The Board is responsible for
strategy and has established an annual programme of agenda items
under which it reviews the objectives and strategy for the Company
at each meeting.
Meeting Attendance
The table below sets out the number
of scheduled Board and Committee meetings held during the year
ended 30 November 2023 and the number of meetings attended by
each Director.
Number of meetings
|
Board
(5)
|
Audit
Committee
(2)
|
Management
Engagement
&
Remuneration
Committee
(1)
|
Maria Luisa Cicognani
|
5
|
2
|
1
|
Christopher Casey
|
5
|
2
|
1
|
Gyula Schuch
|
5
|
2
|
1
|
In addition to the scheduled Board
and Committee meetings, Directors attended a number of ad hoc Board
and Committee meetings to consider matters such as the approval of
regulatory announcements, share issuances and changes in the
Investment Management team.
Board Composition and Succession
The Directors have performed a full
skills review during the year and have decided that currently, all
skills and experience necessary to run the Company effectively are
represented on the Board.
The Board seeks to ensure that it is
well-balanced and refreshed regularly by the appointment of new
directors with the skills and experience necessary, in particular,
to replace those lost by directors' retirements. To this end, a
composition and succession plan has been approved to ensure that
the Board is comprised of members who collectively:
i. display the
necessary balance of professional skills, experience, length of
service and industry/Company knowledge; and
ii. are fit and proper
to direct the Company's business with prudence and integrity; and
provide policy guidance on the structure, size and composition of
the Board (and its Committees) and the identification and selection
of suitable candidates for appointment to the Board (and its
Committees).
The composition and skills of the
Board are reviewed annually and at such other times as
circumstances may require in order to fill any possible gaps in
skills and experience. Selecting the best candidates, irrespective
of background, is paramount.
The Board will ensure that a robust
recruitment process is undertaken for all director appointments to
deliver fair and effective selection outcomes. Independent advisors
may be appointed to aid directors' recruitment and to help mitigate
the risk of self-selection from a narrow pool of candidates. The
Board will ensure that any search agency used has no connection
with the Company or any of the Board members and that the
appropriate disclosure is made in the next annual
report.
Where the Board appoints a new
Director during the year or after the year-end and before the
Notice of Annual General Meeting has been published, that Director
will stand for election by shareholders at the next Annual General
Meeting.
Subject to there being no conflict
of interest, all Directors are entitled to vote on candidates for
the appointment of new Directors and to recommend to shareholders
the re-election of Directors at the Annual General
Meeting.
Chairman and Senior Independent Director
("SID")
The current Chairman, Mrs Cicognani,
is deemed by her fellow independent Board members to be independent
and to have no conflicting relationships. Her biography and other
appointments are detailed above and the Board considers that she
has sufficient time to commit to the Company's affairs as
necessary.
Mr Casey is the Senior Independent
Director. His biography and other appointments are detailed above
and the Board considers that he has sufficient time to commit to
the Company's affairs as necessary.
Responsibilities of the Chairman and the SID
The Chairman's primary role is to
provide leadership to the Board, assuming responsibility for its
overall effectiveness in directing the Company. The Chairman is
responsible for:
· taking
the chair at general meetings and Board meetings, conducting
meetings effectively and ensuring that all Directors are involved
in discussions and decision making;
· setting the agenda for Board meetings and ensuring the
Directors receive accurate, timely and clear information for
decision-making;
· taking
a leading role in determining the Board's composition and
structure;
· overseeing the induction of new directors and the development
of the Board as a whole;
· leading the annual board evaluation process and assessing the
contribution of individual directors;
· supporting and also challenging the Investment Manager (and
other suppliers where necessary);
· ensuring effective communications with shareholders and, where
appropriate, stakeholders; and
· engaging with shareholders to ensure that the Board has a
clear understanding of shareholders' views.
The Senior Independent Director
("SID") serves as a sounding board for the Chairman and acts as an
intermediary for other Directors and shareholders. The SID is
responsible for:
·
working closely with the Chairman and providing
support;
· leading the annual assessment of the performance of the
Chairman;
· holding meetings with the other non-executive Directors
without the Chairman being present, on such occasions as
necessary;
·
carrying out succession planning for the
Chairman's role;
· working with the Chairman, other Directors and shareholders to
resolve major issues; and
· being
available to shareholders and other Directors to address any
concerns or issues they feel have not been adequately dealt with
through the usual channels of communication (i.e. through the
Chairman or the Investment Manager).
Policy on Director Tenure
The Board subscribes to the view
that long-serving Directors should not be prevented from forming
part of an independent majority. It does not consider that a
Director's tenure necessarily reduces his or her ability to act
independently and, following formal performance evaluations,
believes that each of the Directors is independent in character and
judgement and that there are no relationships or circumstances
which are likely to affect their judgement.
The Board's policy on tenure is that
continuity and experience are considered to add significantly to
the strength of the Board and, as such, no limit on the overall
length of service of any of the Company's Directors, including the
Chairman, has been imposed. When considering the length of an
individual Director's service, the Board will do so in the context
of the average length of tenure of the Board as a whole. In view of
its non-executive nature, the Board considers that it is not
appropriate for the Directors to be appointed for a specific term,
although new Directors are appointed with the expectation that they
will serve for a minimum period of three years subject to
shareholder approval.
All of the Company's Directors will
seek re-election at each Annual General Meeting, regardless of
their length of tenure.
Board Evaluation
An evaluation of the Board and its
Committees as well as the Chairman and the individual Directors is
carried out annually. In addition to evaluations carried out by the
Board collectively, the Management Engagement and Remuneration
Committee on behalf of the Board considers annually whether an
external evaluation should be undertaken by an independent agency.
For the year under review, this was not considered necessary.
However, it was decided that in respect of the current financial
year ending 30 November 2024, a formal Board evaluation be
undertaken by an external independent agency and reported on in the
next annual report.
The Chairman acts on the results of
the Board's evaluation by recognising the strengths and addressing
the weaknesses of the Board and recommending any areas for
development. If appropriate, the Chairman will propose that new
members are appointed to the Board or will seek the resignation of
Board Directors.
During the year ended 30 November
2023, the performance of the Board, its committees and individual
Directors (including each Director's independence) was again
evaluated through a formal assessment process led by the Chairman.
This involved the circulation of a Board and Committee evaluation
checklist, tailored to suit the nature of the Company, followed by
discussions between the Chairman and each of the Directors. The
performance of the Chairman was evaluated by the other Directors
under the leadership of the Senior Independent Director.
As part of the Board evaluation
discussions, each of the Directors also assessed the overall time
commitment of their external appointments and it was concluded that
all Directors have sufficient time to discharge their duties.
This conclusion was reached on the basis that most external
appointments are non-executive roles which are far less
time-consuming than full-time executive positions in a trading
company would be.
The Chairman is satisfied that the
structure and operation of the Board continues to be effective and
relevant and that there is a satisfactory mix of skills, experience
and knowledge. The Board has considered the position of all the
Directors including the Chairman as part of the evaluation process
and believes that it would be in the Company's best interests to
propose them for re-election.
Training and Advice
New appointees to the Board are
provided with a full induction programme. The programme covers the
Company's investment strategy, policies and practices. The
Directors are also given key information on the Company's
regulatory and statutory requirements as they arise including
information on the role of the Board, matters reserved for its
decision, the terms of reference of the Board Committees, the
Company's corporate governance practices and procedures and the
latest financial information. It is the Chairman's responsibility
to ensure that the Directors have sufficient knowledge to fulfil
their role.
On an ongoing basis, and further to
the annual evaluation process, the Company Secretary will make
arrangements for Directors to develop and refresh their skills and
knowledge in areas which are mutually identified as being likely to
be required, or of benefit to them, in carrying out their duties
effectively. Directors will endeavour to make themselves available
for any relevant training sessions which may be organised for the
Board.
The AIC holds regular Director
Roundtable events throughout the year, which are designed to cover
the latest issues and regulatory developments affecting the
investment company sector. The Director Roundtables are open to all
member investment company directors.
Conflicts of Interest
Company Directors have a statutory
obligation to avoid a situation in which they (and connected
persons) have, or can have, a direct or indirect interest that
conflicts, or may possibly conflict, with the interests of the
Company.
In line with the Companies Act 2006,
the Board has the power to sanction any potential conflicts of
interest that may arise and impose such limits or conditions that
it thinks fit. A register of interests and external appointments is
maintained and is reviewed at every Board meeting to ensure that
all details are kept up to date. Should a conflict arise, the Board
has the authority to request that the Director concerned abstains
from any relevant discussion, or vote. Appropriate authorisation
will be sought prior to the appointment of any new directors or if
any new conflicts or potential conflicts arise.
No conflicts of interest arose
during the year under review.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of
matters reserved for its decision. This includes, inter alia, the following:
· Decisions relating to the strategic objectives and overall
management of the Company, including the appointment or removal of
the Investment Manager and other service providers, establishing
the investment objectives, strategy and performance comparators,
the permitted types or categories of investments and the proportion
of assets that may be invested in them.
· Requirements under the Companies Act 2006, including the
approval of the half-year and annual financial statements, the
recommendation of the final dividend (if any), the appointment or
removal of the Company Secretary and determining the policy on
share issuance and buybacks.
· Matters relating to certain Stock Exchange requirements and
announcements, the Company's internal controls, and the Company's
corporate governance structure, policies and procedures.
· Matters relating to the Board and its Committees, including
the terms of reference and membership of the committees, and the
appointment of directors (including the Chairman and the
SID).
Day-to-day investment management is
delegated to Mobius Capital Partners LLP and operational management
is delegated to Frostrow Capital LLP.
The Board takes responsibility for
the content of communications regarding major corporate issues even
if Mobius Capital Partners and Frostrow act as spokesman. The Board
is kept informed of relevant promotional material that is issued by
Mobius Capital Partners.
Risk Management and Internal Controls
The Board has overall responsibility
for the Company's risk management and internal control systems and
for reviewing their effectiveness. The Company applies the guidance
published by the Financial Reporting Council on internal controls.
Internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve the business objective
and can provide only reasonable and not absolute assurance against
material misstatement or loss. These controls aim to ensure that
the assets of the Company are safeguarded, that proper accounting
records are maintained and that the Company's financial information
is reliable. The Directors have a robust process for identifying,
evaluating and managing the significant risks faced by the Company,
which are recorded in a risk matrix. The Audit Committee, on behalf
of the Board, considers each risk as well as reviewing the
mitigating controls in place. Each risk is rated for its
"likelihood" and "impact" and the resultant numerical rating
determines its ranking into 'Principal/Key', 'Significant' or
'Minor'. This process was in operation during the year and
continues in place up to the date of this report. The process also
involves the Audit Committee receiving and examining regular
reports from the Company's principal service providers. The Board
then receives a detailed report from the Audit Committee on its
findings. The Directors have not identified any significant
failures or weaknesses in respect of the Company's internal control
systems.
Information on the Company's
financial, strategic, operational and macro risk management can be
found in the Strategic Report.
An overview of the Internal Controls
structure of the Company and its service providers is shown in the
full annual report.
[Graph in the annual
report]
Engagement with Stakeholders
As an externally managed investment
trust, the Company does not have employees. Its main stakeholders
therefore comprise a small number of service providers and its
shareholders.
The AIC Code requires the Directors
to explain their statutory duties as stated in sections 171-177 of
the Companies Act 2006. Under section 172, directors have a duty to
promote the success of the Company for the benefit of its members
as a whole and, in doing so, have regard to the consequences of any
decisions in the long term, as well as having regard to the
Company's stakeholders amongst other considerations. The Board's
report on its compliance with section 172 of the Companies Act 2006
is contained within the Strategic Report.
Relationship with the Investment Manager
At each Board meeting,
representatives from the Investment Manager are in attendance to
present verbal and written reports covering their activity,
portfolio and investment performance over the preceding period, and
compliance with the applicable rules and guidance of the FCA. The
Investment Managers also seek approval for specific transactions
which they are required to refer to the Board.
Ongoing communication with the Board
is maintained between formal meetings. The Board and the Investment
Manager operate in a supportive, co-operative and open
environment.
The Management Engagement and
Remuneration Committee evaluates the Investment Manager's
performance and reviews the terms of the Investment Management
Agreement at least annually. The outcome of this year's review is
described in the Business Review above.
Relationship with Other Service Providers
Representatives from Frostrow are in
attendance at each Board meeting to address questions on the
Company's operations, administration and governance
requirements.
The Management Engagement and
Remuneration Committee monitors and evaluates all of the Company's
other service providers, including Frostrow, and also the
Custodian, the Registrars and the Brokers.
At its most recent review, in
September 2023, the Committee concluded that all service providers
were performing well and should be retained on their existing terms
and conditions.
Relations with Shareholders
A detailed analysis of the
substantial shareholders in the Company is provided to the
Directors at each Board meeting.
Representatives of Mobius Capital
Partners LLP and Frostrow Capital LLP regularly meet with
institutional shareholders and private client asset managers to
discuss strategy and to understand their issues and concerns and,
if applicable, to discuss corporate governance issues. The results
of such meetings are reported at the following Board
meeting.
Regular reports from the Company's
corporate stockbroker are submitted to the Board on investor
sentiment, industry issues and trends.
The Company aims to provide
shareholders with a full understanding of the Company's investment
objective, policy and activities, its performance and the principal
investment risks by means of informative annual and half-yearly
reports. This is supplemented by the daily publication of the net
asset value of the Company's shares through the London Stock
Exchange. The Company's website, www.mobiusinvestmenttrust.com is regularly updated and
provides useful information about the Company, including the
Company's financial reports, monthly factsheets, quarterly
Manager's commentaries and announcements. The Company also held
several seminars for investors.
Shareholders wishing to communicate
with the Chairman, or any other member of the Board, may do so by
writing to the Company, for the attention of the Company Secretary
at the offices of Frostrow Capital LLP. All shareholders are
encouraged to attend the Annual General Meeting, where they are
given the opportunity to question the Chairman, the Board and
representatives of Mobius Capital Partners LLP. The Directors
welcome the views of all shareholders and place considerable
importance on communications with them.
Stewardship and Exercise of Voting Powers
The Company's investment portfolio
is managed by Mobius Capital Partners LLP who have extensive
experience with emerging markets and who have a strong commitment
to effective stewardship.
The Board has delegated discretion
to Mobius Capital Partners LLP to exercise voting powers on its
behalf in respect of shares owned by the Company.
Proxy Voting
The MCP team carefully evaluates
companies in global markets, taking into account different
governance frameworks and market dynamics. Beyond voting, they
proactively engage with all stakeholders, fostering dialogue on
governance best practices and long-term value creation.
During the reporting period, 186
proxies were voted, with 174 in favour, demonstrating support for
growth strategies and governance initiatives. Where appropriate, 12
votes were cast against proposals, demonstrating a commitment to
challenging practices that are not in the best interests of
shareholders.
This approach underlines the
company's commitment to responsible investment, sustainable value
creation and strong governance practices.
Nominee Share Code
Where the Company's shares are held
via a nominee company name, the Company undertakes:
· to provide the nominee company
with multiple copies of shareholder communications, so long as an
indication of quantities has been provided in advance;
and
· to allow investors holding
shares through a nominee company to attend general meetings,
provided the correct authority from the nominee company is
available.
Nominee companies are encouraged to
provide the necessary authority to underlying shareholders to
attend, speak and vote at the Company's general
meetings.
Significant Holdings and Voting Rights
Details of the shareholders with
substantial interests in the Company's shares, the Directors'
authorities to issue and repurchase the Company's shares, and the
voting rights of the shares are set out in the Report of the
Directors.
Company Secretary
The Board has direct access to the
advice and services of the Company Secretary, Frostrow, which is
responsible for ensuring that the Board and Committee procedures
are followed and that the Company complies with applicable
regulations. The Company Secretary is also responsible to the Board
for ensuring timely delivery of information and reports and that
statutory obligations of the Company are met.
Independent Professional Advice
The Board has formalised
arrangements under which the Directors, in the furtherance of their
duties, may seek independent professional advice at the Company's
expense.
Legal advice was sought during the
year in respect of Dr Mark Mobius's departure from Mobius Capital
Partners LLP and the correct dissemination of this information
by the Company to the market.
Audit, Risk and Internal Control
The Statement of Directors'
Responsibilities below describes the Directors' responsibility for
preparing this annual report.
The Audit Committee Report explains
the work undertaken to allow the Directors to make this statement
and to apply the going concern basis of accounting. It also sets
out the main roles and responsibilities and the work of the Audit
Committee throughout the year, and describes the Directors' review
of the Company's risk management and internal control
systems.
A description of the principal risks
facing the Company and an explanation of how they are being managed
is provided in the Strategic Report.
The Board's assessment of the
Company's longer-term viability is set out in the Business
Review.
Remuneration
The Directors' Remuneration Report
sets out the levels of remuneration for each Director and explains
how Directors' remuneration is determined.
Frostrow Capital LLP
Company Secretary
5 March 2024
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In
respect of the Annual Report and the Financial
Statements
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the Directors
to prepare financial statements for each financial year. Under that
law the Directors have prepared the financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 102
"The Financial Reporting Standard applicable in the UK and Republic
of Ireland", and applicable law).
Under company law, the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period.
In preparing the financial statements, the Directors are required
to:
· select
suitable accounting policies and then apply them
consistently;
· state
whether applicable United Kingdom Accounting Standards, comprising
FRS 102 have been followed, subject to any material departures
disclosed and explained in the financial statements;
· make
judgements and accounting estimates that are reasonable and
prudent; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are also responsible
for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the company and
enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act
2006.
The Directors are also responsible
for the maintenance and integrity of the Company's website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors' Confirmations
The Directors consider that the
Annual Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position, performance,
business model and strategy.
Each of the Directors, whose names
and functions are listed in the 'Board of Directors' above confirm
that, to the best of their knowledge:
· the
Company's Financial Statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS
102, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
· the
Strategic Report includes a fair review of the development and
performance of the business and the position of the Company,
together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in
office at the date the Report of the Directors is
approved:
· so far
as the Director is aware, there is no relevant audit information of
which the Company's auditors are unaware; and
· they
have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
Approved by the Board of Directors
and signed on its behalf by
Maria Luisa Cicognani
Chairman
5 March 2024
AUDIT COMMITTEE REPORT
for
the year ended 30 November 2023
Introduction from the Chairman
I am pleased to present my fifth
formal report to shareholders as Chairman of the Audit Committee,
for the year ended 30 November 2023.
Role, Composition and Meetings
The role of the Committee is to
ensure that shareholder interests are properly protected in
relation to the application of financial reporting and internal
control principles, risk management and to assess the effectiveness
of the audit. The Committee's role and responsibilities are set out
in full in its terms of reference which are available for review on
the Company's website at www.mobiusinvestmenttrust.com.
Due to the small size of the Board,
the Audit Committee comprises the whole Board (all Directors are
independent and non-executive), including the Chairman of the
Company. In accordance with the terms of reference of the
Committee, the Chairman of the Board may be a member of the
Committee, but may not act as the Committee Chairman.
The Committee has sufficient recent
and relevant financial experience and, as a whole, has competence
relevant to the sector in which the Company operates. I am also the
audit committee chairman of various other listed companies and was,
previously, an audit partner at KPMG LLP.
The other Committee members have a
combination of financial, investment and other relevant experience
gained throughout their careers. The experience of the members of
the Committee can be assessed from the Directors' biographies set
out above.
The Committee met twice during the
year under review and once more since the year-end. Attendance by
each Director during the year is shown in the table in the
Corporate Governance section.
Responsibilities of the Audit Committee
As Chairman of the Committee I can
confirm that the Committee's main responsibilities during the year
are set out below, together with brief descriptions of how these
responsibilities are being discharged.
1. To review the Company's half-year and annual
financial statements together with announcements and other
filings relating to the financial performance of the Company. In
particular, the Committee assesses whether the financial statements
are fair, balanced and understandable, allowing shareholders to
assess the Company's strategy, investment policy, business model,
financial performance e and financial position at each
period-end.
2. To review the risk management and internal
control processes of the Company and its key service
providers. As part of this review the Committee assesses the
appropriateness of the Company's anti-bribery and corruption policy
and also its policy on the prevention of the facilitation of tax
evasion. The Committee also reviews the internal controls in place
at the Company's AIFM and Investment Manager, its Registrar and its
Depositary and undertakes a full review of the Company's risk
register.
3. To recommend the appointment of the external
Auditors, and agreeing the scope of their work and their
remuneration, reviewing their independence and the effectiveness of
the audit process. Also, to be responsible for the selection
process of the external Auditors.
4. To consider any non-audit work to be carried
out by the Auditors. The Audit Committee reviews the need
for non-audit services to be performed by the Auditors in
accordance with the Company's non-audit services policy, and
authorises such on a case-by-case basis having given consideration
to the cost effectiveness of the services and the objectivity of
the Auditors.
5. To consider the need for an internal audit
function. Since the Company delegates its day-to-day
operations to third parties and has no employees, the
Committee has determined there is no requirement for such a
function.
6. To ensure compliance with Section 1158 of the
Corporation Tax Act 2010, by obtaining confirmation that the
Company continues to meet the regulatory requirements.
Significant Issues Considered by the Audit Committee during
the Year
In summary, additional to the
Committee's core responsibilities, the main matters arising in
relation to 2023 were:
· The
Committee is aware of the increase in fraudulent activity over the
past years exploiting organisations. Following an assessment
and identification of types of fraud that the Company could be
exposed to, it was believed that the Company's key service
providers had adequate, robust controls in place to mitigate the
event of any fraudulent activity.
· The
Committee noted the consultation published by the Department of
Business, Energy and Industrial Strategy as well as the Position
Paper published by the FRC, on restoring trust in audit and
corporate governance, and will continue to monitor the timescale
for implementation of these proposals.
These matters were discussed by the
Committee and any recommendations were fully considered and
recommendations were then made to the Board.
Internal Controls and Risk Management
The Directors have identified main
areas of risk as described in the Strategic Report. They have set
out the actions taken to evaluate and manage these risks. The
Committee reviews the various actions taken and satisfies itself
that they are sufficient: in particular the Committee reviews the
Company's schedule of key risks at each meeting and requires
amendments to both risks and mitigating actions if
necessary.
The Board has overall responsibility
for the Company's risk management and systems of internal controls
and for reviewing their effectiveness. In common with the majority
of investment trusts, investment management, accounting, company
secretarial and custodial services have been delegated to third
parties. The effectiveness of the internal controls is assessed on
a continuing basis by the Company Secretary, the Investment Manager
and the Depositary. Each maintains its own systems and the
Committee receives regular reports from them. The Committee is
satisfied that appropriate systems have been in place for the year
under review.
Meetings and Business
Representatives of Frostrow and the
Investment Manager attended each of the Committee's meetings and
reported as to the proper conduct of business in accordance with
the regulatory environment in which the Company and the Investment
Manager operate. The Committee also met the Auditors twice during
the year.
In addition to the formal Audit
Committee meetings as Audit Committee Chairman, I maintain ongoing,
less formal communications with the Investment Manager, Frostrow
and the Company's auditors as need dictates.
The following matters were dealt
with at the meetings:
February 2023
· Consideration and review of the annual results and the
Auditors' report to the Committee;
· Approval of the Annual Report and Financial
Statements;
· Review
of the Depositary's Report for the period ended 30 November
2022;
· Review
of the Investment Manager's internal controls;
· Review
of the relevant internal controls reports of Frostrow, the
Depositary and the Registrar;
· Review
of the policies and procedures for the detection of fraud and cyber
security and the measures for these put in place by the key service
providers;
· Review
of the key service providers' ongoing business resilience, in
particular in respect of financial crime, cyber crime and
information security;
· Review
of the Company's risk matrix;
· Review
of the Company's policies in respect of anti-bribery and corruption
as well as anti-tax evasion;
· Review
of the Company's Non-Audit Services Policy;
· Evaluation of the Committee's effectiveness.
July 2023
· Consideration and review of the half-yearly report and
financial statements;
· Approval of the half-yearly report;
· Review
of the Committee's terms of reference;
· Review
of the Investment Manager's Systems and Controls Report as well as
the Investment Manager's Compliance Monitoring Review;
· Review
of the Depositary's Report for the six months ended 31 May
2023;
· Review
of the Company's risk matrix;
· Approval of the Auditors' engagement letter and review of
their plan for the 2023 audit.
Annual Report
The Annual Report is the
responsibility of the Board. The Directors' Responsibility
Statement is shown above. The Board looks to the Committee for
advice in relation to the Financial Statements both as to their
form and content, and on any specific areas requiring
judgement.
Although the Committee did not
identify any significant issues as part of its review of the Annual
Report and Financial Statements, it paid particular attention
to:
Accounting Policies
The Accounting policies, as set out
in the Financial Statements, have been applied throughout the year.
In light of there being no unusual transactions during the
year or other possible reasons, the Committee found no reason to
change any of the policies.
Existence of Investments
Reassurance was sought from the
Depositary concerning the safekeeping of the Company's
investments.
Valuation of Investments
The Committee reviewed the
robustness of the Administrator's processes in place for recording
investment transactions as well as ensuring the valuation of
investments is in accordance with adopted accounting
policies.
Recognition of Revenue from Investments
The Committee received assurance
that all dividends receivable, including special dividends, had
been accounted for appropriately.
Going Concern
Having considered the Company's
financial position, the Committee satisfied itself that it is
appropriate for the Board to present the Financial Statements on
the going concern basis.
Long-term Viability
The Committee satisfied itself that
it is appropriate for the Board to make the statement in the
Business Review, that they have a reasonable expectation that the
Company will be able to continue its operations over the next five
years.
Taxation
The Committee confirmed the position
of the Company in respect of compliance with investment trust
status and satisfied itself that the Company continues to meet the
eligibility conditions.
The Committee also monitored closely
the position with regard to the reclamation of withholding tax and
the payment of other capital taxes. The Company employs a number of
specialist local agents (in jurisdictions such as Taiwan and India)
to assist in the process.
Internal Audit
Since the Company delegates its
day-to-day operations to third parties and has no employees, the
Committee again determined that there is no requirement for such a
function.
Half-year Financial Statements
The Committee reviewed the half-year
financial statements of the Company as well as the half-year
results announcement before recommending their approval to the
Board.
External Auditors
The
Audit
The nature and scope of the audit
for the year, together with PricewaterhouseCoopers LLP's audit
plan, were considered by the Committee on 25 July 2023. The
Committee then met PricewaterhouseCoopers LLP on 21 February 2024
to formally review the outcome of the audit and to discuss the
limited issues that arose. The Committee also discussed the
presentation of the Annual Report with the Auditors and sought
their perspective.
Independence and Effectiveness
In order to fulfil the Committee's
responsibility regarding the independence of the Auditors, the
Committee reviewed:
- the senior audit
personnel in the audit plan for the year,
- the Auditors'
arrangements concerning any potential conflicts of
interest,
- the extent of any
non-audit services, and
- the statement by the
Auditors that they remain independent within the meaning of the
regulations and their professional standards.
In order to consider the
effectiveness of the audit process, the Committee
reviewed:
- the Auditors'
fulfilment of the agreed audit plan,
- the report
arising from the audit itself, and
- feedback from
the Company's Manager.
A summary of the Company's policy on
the provision of non-audit services by the Auditors to the Company
can be found below.
The Committee is satisfied with the
Auditors' independence and the effectiveness of the audit process,
together with the degree of diligence and professional scepticism
brought to bear.
Appointment and Tenure
PricewaterhouseCoopers LLP were
appointed as the Auditors of the Company shortly after the
incorporation of the Company. Ms Colleen Local has been the
Engagement Leader allocated to the Company by
PricewaterhouseCoopers LLP since the audit for the year ended 30
November 2021.
In accordance with the current
legislation, the Company is required to instigate a tender process
for Auditors at least every 10 years and will have to change its
auditor after a maximum of 20 years. In addition, the nominated
Engagement Leader will be required to rotate after serving a
maximum of 5 years with the Company; it is therefore anticipated
that Ms Local will serve as Engagement Leader until completion
of the audit process the year ended 30 November 2025.
The Company has complied throughout the year ended 30 November
2023 with the provisions of the Statutory Audit Services Order
2014, issued by the Competition and Markets Authority ("CMA
Order").
The re-appointment of
PricewaterhouseCoopers LLP as Auditors to the Company will be
submitted for shareholder approval, together with a separate
Resolution to authorise the Committee to determine the remuneration
of the Auditors, at the AGM to be held on 23 April 2024.
Non-Audit Services
The Company operates on the basis
whereby the provision of all non-audit services by the Auditors has
to be pre‑approved by the Audit Committee, in accordance with
MMIT's Non-Audit Services Policy. Such services are only
permissible where no conflicts of interest arise, the service is
not expressly prohibited by audit legislation, where the
independence of the Auditors is not likely to be impinged by
undertaking the work and the quality and the objectivity of both
the non-audit work and audit work will not be compromised. In
particular, non-audit services may be provided by the Auditors if
they are inconsequential or would have no direct effect on the
Company's financial statements and the audit firm would not place
significant reliance on the work for the purposes of the statutory
audit.
During the year under review,
PricewaterhouseCoopers LLP have carried out no non-audit
work.
Effectiveness of the Committee
A formal internal Board review which
included reference to the Audit Committee's effectiveness, was
undertaken by the Chairman of the Company during the year. As part
of the evaluation, the Committee reviewed the following:
- the composition
of the Committee;
- the leadership
of the Committee Chairman;
- the Committee's
monitoring of compliance with corporate governance
requirements;
- the Committee's
review of the quality and appropriateness of financial accounting
and reporting;
- the Committee's
review of significant risks and internal controls; and
- the Committee's
assessment of the independence, competence and effectiveness of the
Company's external auditors.
It was concluded that the Committee
was performing satisfactorily and there were no formal
recommendations made to the Board.
Christopher Casey
Chairman
of the Audit Committee
5 March 2024
DIRECTORS' REMUNERATION REPORT
for
the year ended 30 November 2023
Statement from the Chairman of the Management Engagement and
Remuneration Committee
I am pleased to present the
Directors' Remuneration Report to shareholders. This report has
been prepared in accordance with the requirements of the Companies
Act 2006.
The Directors' Remuneration Report
is subject to an annual advisory vote and therefore an Ordinary
Resolution for the approval of this report will be put to
shareholders at the Company's forthcoming Annual General Meeting
("AGM").
The law requires the Company's
Auditors to audit certain disclosures provided in this report.
Where disclosures have been audited, they are indicated as such and
the Auditors' audit opinion is included in their report to
shareholders.
As noted in the Strategic Report,
all of the Directors are non-executive and therefore there is no
Chief Executive Officer. The Company does not have any employees.
There is therefore no CEO or employee information to
disclose.
The Management Engagement and
Remuneration Committee considers the framework for the remuneration
of the Directors. It reviews the ongoing appropriateness of the
Company's remuneration policy and the individual remuneration of
Directors by reference to the activities of the Company and
comparison with other companies of a similar structure and size.
This is in-line with the AIC Code.
The Directors exercise independent
judgement and discretion when authorising remuneration outcomes,
taking into account the Company's performance together with wider
circumstances.
At the most recent review, held in
September 2023, it was agreed that for the year ending 30 November
2024, the Directors' fees will remain as follows:
The Chairman - £40,000
The Chairman of the Audit Committee
- £35,000
Non-executive Directors -
£30,000
As noted in previous annual reports,
Directors' fees should be reviewed annually and increased as
necessary in line with the peer group and the market.
No advice from remuneration
consultants was received during the year under review although a
review of remuneration of the Company's peer group of investment
companies was undertaken along with research by Trust Associates
Limited which indicated that the Company's remuneration levels were
roughly in line with market averages.
Directors' Fees
The Directors, as at the date of
this report, and who have all served during the year, received the
fees listed in the table below. These exclude any employer's
national insurance contributions, if applicable. No other forms of
remuneration were received by the Directors and so fees represent
the total remuneration of each Director.
No communications have been received
from shareholders regarding Directors' remuneration.
Articles 126 and 127 of the Articles
of Association provide that Directors are entitled to be reimbursed
for reasonable expenses incurred by them in connection with the
performance of their duties and attendance at Board and
General Meetings.
Under HMRC guidance, travel expenses
and other out of pocket expenses may be considered as taxable
benefits for the Directors. Where expenses reimbursed to the
Directors are classed as taxable under HMRC guidance, they are
shown in the taxable expenses column of the Directors' remuneration
table along with the associated tax liability which is settled by
the Company.
Approval
A resolution to approve the
Remuneration Report will be put to shareholders at the AGM of the
Company to be held on 23 April 2024.
The Remuneration Policy will apply
until it is next put to shareholders for renewed approval,
which must be at intervals of not more than three years or
when the Directors' Remuneration Policy is varied, in which case
shareholder approval for the new Directors' Remuneration Policy
will be sought. Following approval of the
Directors' Remuneration Policy at the AGM in 2023, it is
expected that the policy will next be put to shareholders at the
AGM in 2026.
|
Date of
Appointment
to the
Board
|
Fixed
Fees
2023
£
|
Taxable
Expenses
2023
£
|
Total
Remuneration
2023
£
|
Maria Luisa Cicognani
|
5
September 2018
|
£40,000
|
-
|
£40,000
|
Christopher Casey
|
5
September 2018
|
£35,000
|
£2,192
|
£37,192
|
Gyula Schuch
|
1 June
2022
|
£30,000
|
-
|
£30,000
|
|
|
£105,000
|
£2,192
|
£107,192
|
Directors' Remuneration history
The table below contains the annual
percentage change in remuneration over the three years prior to 30
November 2023 in respect of the various director roles:
|
Annualised fees
to
|
Year to
|
Year to
|
Year to
|
Year to
|
Fee
Rates
|
30 November
2019
|
30 November
2020
|
30 November
2021
|
30 November
2022
|
30 November
2023
|
Chairman of the Board
|
£35,000
|
£35,000
|
£35,700
|
£37,000
|
£40,000
|
|
|
0%
|
+2.0%
|
+3.6%
|
+8.1%
|
Chair of Audit Committee
|
£30,000
|
£30,000
|
£30,600
|
£32,000
|
£35,000
|
|
|
0%
|
+2.0%
|
+4.6%
|
+9.4%
|
Non-executive Director
|
£25,000
|
£25,000
|
£25,500
|
£27,000
|
£30,000
|
|
|
0%
|
+2.0%
|
+5.9%
|
+11.1%
|
Additional fees
|
-
|
-
|
-
|
-
|
-
|
Relative Cost of Directors' Remuneration
The bar chart below shows the
comparative cost of the Company's Directors' fees compared with the
level of dividend distribution and repurchase of the Company's
shares (buy-backs) for the years ended 30 November 2023 and
30 November 2022.
[Graphic appear here]
This disclosure is a statutory
requirement. The Directors, however, do not consider that the
comparison of Directors' remuneration with distribution to
shareholders is a meaningful measure of the Company's overall
performance.
Directors' Interests in Shares
(audited information)
The Directors' interests in the
share capital of the Company are shown in the table
below:
|
|
Number of
|
|
|
shares held
|
|
|
30 November
|
|
|
2023
|
Maria Luisa Cicognani
|
Beneficial
|
72,927
|
Christopher Casey
|
Beneficial
|
10,000
|
Gyula Schuch
|
-
|
-
|
Since the year end there have not
been any changes in the Directors' interests.
There are no provisions included
within the Company's Articles of Association which require
Directors to hold shares in the Company.
Loss of Office
Directors do not have service
contracts with the Company but are engaged under Letters of
Engagement. These specifically exclude any entitlement to
compensation upon leaving office for whatever reason.
Share Price Total Return
The chart illustrates the
shareholder return for a holding in the Company's Shares compared
with the MSCI Emerging Markets - Mid Cap net total return (Index)
from launch to 30 November 2023.
Total Shareholder Return for the Period from inception to 30
November 2023^
[Graphic appears here in the full annual
report]
Statement of Voting at Annual General
Meeting
The Directors' Remuneration Report
for the period ended 30 November 2022 was approved by shareholders
at the Annual General Meeting held on 26 April 2023.
26,995,247 votes (99.65%) were in
favour, with 93,500 votes (0.35%) against and no votes withheld.
Any proxy votes which were at the discretion of the Chairman were
included in the "for" total.
The Directors' Remuneration Policy
was also approved by shareholders at the last Annual General
Meeting held on 26 April 2023.
26,960,104 votes (99.65%) were in
favour, with 93,651 votes (0.35%) against and 34,992 votes
withheld. Any proxy votes which were at the discretion of the
Chairman were included in the "for" total.
Current and projected Directors' fees
|
Projected
fees
|
|
|
for the year
to
|
Fees for the year
to
|
|
30 November
2024
|
30 November
2023
|
Chairman
|
£40,000
|
£40,000
|
Audit Committee Chairman/Senior
Independent Director
|
£35,000
|
£35,000
|
Non-executive Director
|
£30,000
|
£30,000
|
Total
|
£105,000
|
£105,000
|
Directors' Remuneration Policy
The Company's Remuneration Policy
provides that fees payable to the Directors should reflect the time
spent by the Board on the Company's affairs and the
responsibilities borne by the Directors. The level of remuneration
is set with reference to comparable organisations and appointments,
in order to attract individuals of a high calibre.
The remuneration of the Directors is
determined within the limits set out in the Company's Articles of
Association, which state that the aggregate amount of
Directors' fees shall not exceed £300,000 in any financial year or
such larger amount as the Company may by ordinary resolution
decide. Directors' remuneration comprises solely
Directors' fees. The Directors are not eligible for
bonuses, pension benefits, share options, long-term incentive
schemes or other benefits.
None of the Directors has a service
contract. The terms of their appointment provide that Directors
shall retire and be subject to election at the first Annual General
Meeting ("AGM") of the Company after their appointment and to
re-election annually thereafter. The terms also provide that a
Director may be removed without notice and that compensation will
not be due on leaving office.
In accordance with the Company's
Articles of Association, Directors are entitled to be paid all
reasonable travel, hotel or other expenses incurred in the
performance of their duties, including expenses incurred in
attending Board or shareholder meetings. Directors are also
entitled to be paid additional remuneration for rendering or
performing extra or special services of any kind, requiring them to
commit significant extra time to the Company. The current and
projected Directors' fees for 2023 and 2024 are shown in the table
above.
Fees for any new Director appointed
will be on the above basis. Fees payable in respect of subsequent
years will be determined following an annual review, with any
increases to be in line with the peer group and the market. Any
views expressed by shareholders with regards to fees paid to
Directors will be taken into consideration by the Management
Engagement and Remuneration Committee and the Board.
In accordance with the regulations,
an ordinary resolution to approve the Directors' Remuneration
Policy will be put to shareholders at least once every three years.
The policy was approved by shareholders at the AGM held on 26 April
2023 and thereafter is expected to be next on the AGM agenda in
2026.
Annual Statement
On behalf of the Board, I confirm
that the Remuneration Policy, set out above, and this Remuneration
Report summarise, as applicable, for the year ended 30 November
2023:
(a) the major decisions on
Directors' remuneration;
(b) any substantial changes
relating to Directors' remuneration made during the year;
and
(c) the context in which the
changes occurred and decisions have been taken.
Gyula Schuch
Chairman of
the Management Engagement
and Remuneration Committee
5 March 2024
Financial Statements
INCOME STATEMENT
for
the year ended 30 November 2023
|
|
Year ended
30 November
2023
|
Year ended
30 November
2022
|
|
Notes
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Gains/(losses) on investments held
at fair value
|
8
|
-
|
14,434
|
14,434
|
-
|
(20,444)
|
(20,444)
|
Exchange losses on foreign
currencies
|
|
-
|
(210)
|
(210)
|
-
|
(185)
|
(185)
|
Income
|
2
|
2,802
|
-
|
2,802
|
2,859
|
-
|
2,859
|
Investment management and management
service fees
|
3
|
(541)
|
(1,263)
|
(1,804)
|
(529)
|
(1,235)
|
(1,764)
|
Other expenses
|
4
|
(492)
|
-
|
(492)
|
(480)
|
-
|
(480)
|
Return/(losses) on ordinary activities before
taxation
|
|
1,769
|
12,961
|
14,730
|
1,850
|
(21,864)
|
(20,014)
|
Taxation on ordinary
activities
|
5
|
(154)
|
(1,449)
|
(1,603)
|
(302)
|
(325)
|
(627)
|
Return/(losses) after taxation attributable to equity
shareholders
|
|
1,615
|
11,512
|
13,127
|
1,548
|
(22,189)
|
(20,641)
|
Return/(losses) per share basic and diluted
|
7
|
1.45p
|
10.34p
|
11.79p
|
1.42p
|
(20.38)p
|
(18.96)p
|
The total column of this statement
represents the Company's Income Statement. The Revenue and Capital
columns are supplementary to this and are prepared under guidance
published by the Association of Investment Companies
(AIC).
All items in the above statement
derive from continuing operations.
The Company had no other
comprehensive income or expenses other than those shown above and
therefore no separate Statement of Other Comprehensive Income has
been presented.
The accompanying notes are an
integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for
the year ended 30 November 2023
|
Share
capital
£'000
|
Share
premium
£'000
|
Special
reserve
£'000
|
Capital
Redemption
reserve
£'000
|
Capital
reserves
£'000
|
Revenue
reserve
£'000
|
Total
£'000
|
At 1 December 2022
|
1,088
|
10,833
|
95,093
|
14
|
35,390
|
1,876
|
144,294
|
Issue of Ordinary shares
|
79
|
10,325
|
-
|
-
|
-
|
-
|
10,404
|
Profit for the year
|
-
|
-
|
-
|
-
|
11,512
|
1,615
|
13,127
|
Ordinary Final dividend (1.20p) for
the year ended 30 November 2022
|
-
|
-
|
-
|
-
|
-
|
(1,296)
|
(1,296)
|
Balance at 30 November 2023
|
1,167
|
21,158
|
95,093
|
14
|
46,902
|
2,195
|
166,529
|
|
Share
capital
£'000
|
Share
premium
£'000
|
Special
reserve
£'000
|
Capital
Redemption
reserve
£'000
|
Capital
reserves
£'000
|
Revenue
reserve
£'000
|
Total
£'000
|
At 1 December 2021
|
1,098
|
10,184
|
96,932
|
-
|
57,579
|
709
|
166,502
|
Issue of Ordinary shares
|
4
|
649
|
-
|
-
|
-
|
-
|
653
|
Cancellation of Ordinary shares
(Redemption facility)
|
(14)
|
-
|
(1,839)
|
14
|
|
-
|
(1,839)
|
(Loss)/profit for the
year
|
-
|
-
|
-
|
-
|
(22,189)
|
1,548
|
(20,641)
|
Ordinary Final dividend (0.35p) for
the year ended 30 November 2021
|
-
|
-
|
-
|
-
|
-
|
(381)
|
(381)
|
Balance at 30 November 2022
|
1,088
|
10,833
|
95,093
|
14
|
35,390
|
1,876
|
144,294
|
The accompanying notes are an
integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
as
at 30 November 2023
|
|
2023
|
2022
|
|
Notes
|
£'000
|
£'000
|
Fixed assets
|
|
|
|
Investments held at fair value
through profit or loss
|
8
|
156,690
|
126,834
|
Current assets
|
|
|
|
Debtors
|
9
|
1,399
|
1,196
|
Cash at bank and in hand
|
14
|
10,722
|
20,104
|
|
|
12,121
|
21,300
|
Current liabilities
|
|
|
|
Creditors (amounts falling due
within one year)
|
10
|
(491)
|
(2,452)
|
Net
current assets
|
|
11,630
|
18,848
|
Total assets less current liabilities
|
|
168,320
|
145,682
|
Non-current liabilities
|
|
|
|
Deferred tax liability
|
11
|
(1,791)
|
(1,388)
|
Net
assets
|
|
166,529
|
144,294
|
Capital and reserves
|
|
|
|
Called up share capital
|
12
|
1,167
|
1,088
|
Share premium
|
|
21,158
|
10,833
|
Special reserve
|
|
95,093
|
95,093
|
Capital redemption
reserve
|
|
14
|
14
|
Retained Earnings:
|
|
|
|
Capital reserves
|
|
46,902
|
35,390
|
Revenue reserve
|
|
2,195
|
1,876
|
Total Shareholders' funds
|
|
166,529
|
144,294
|
Net
asset value per Ordinary Share (p)
|
13
|
144.28
|
134.17
|
The Financial Statements were
approved, and authorised for issue, by the Board of Directors on
5 March 2024 and signed on its behalf by:
Maria Luisa Cicognani
Chairman
The accompanying notes are an
integral part of these financial statements.
Mobius Investment Trust plc -
Company Registration Number: 11504912 (Registered in England and
Wales)
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting Policies
The principal accounting policies,
all of which have been applied consistently throughout the year in
the preparation of these Financial Statements, are set out
below:
(a)
Basis of preparation
The Financial Statements have been
prepared in accordance with UK Generally Accepted Accounting
Practice ("GAAP") under UK and Republic of Ireland Company Law, FRS
102 'The Financial Reporting Standard applicable in the UK, the
Statement of Recommended Practice ("SORP") for "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts" issued by the Association of Investment Companies in July
2022 and the Companies Act 2006 under the historical cost
convention as modified by the valuation of investments at fair
value through profit or loss.
The Financial Statements have been
prepared on a going concern basis. The disclosure on going concern
in the Report of the Directors forms part of these Financial
Statements.
The Company has taken advantage of
the exemption from preparing a Cash Flow Statement under FRS 102,
as it is an investment company whose investments are substantially
all highly liquid and carried at fair (market) value.
Significant Judgement
There are two significant judgements
involved in the presentation of the Company's accounts being the
judgement on the functional and presentational currency of the
Company and the provision of the Deferred tax liability on
unrealised capital gains on Indian securities.
The Company's investments are made
in foreign currencies, however the Board considers the Company's
functional and presentational currency to be sterling. In arriving
at this conclusion, the Board considered that the shares of the
Company are listed on the London Stock Exchange, it is regulated in
the United Kingdom and pays dividends and expenses in sterling. All
values are rounded to the nearest thousand pounds (£'000) except
where otherwise indicated. The Deferred tax liability has been
valued as disclosed in note 11.
Presentation of the Income Statement
In order to reflect better the
activities of an investment trust company and in accordance with
the SORP, supplementary information which analyses the Income
Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. The net revenue return is
the measure the Directors believe appropriate in assessing the
Company's compliance with certain requirements set out in Section
1158 of the Corporation Tax Act 2010.
(b)
Valuation of Investments
Investments are measured under FRS
102, sections 11 and 12 and are measured initially, and at
subsequent reporting dates, at fair value.
Changes in the fair value of
investments and gains and losses on disposal are recognised in the
Income Statement as a capital item. The Company manages and
evaluates the performance of these investments on a fair value
basis in accordance with its investment strategy, and information
about the investments is provided internally on this basis to the
Board. Fair value for quoted investments is deemed to be bid market
prices, or last traded price, depending on the convention of the
stock exchange on which they are quoted.
All purchases and sales of
investments are accounted for on the trade date basis.
The Company's policy is to expense
transaction costs on acquisition/disposal through the gains on
investment at fair value through profit or loss. The total of such
expenses, showing the total amounts included in disposals and
acquisitions are disclosed in note 8.
In addition, for financial reporting
purposes, fair value measurements are categorised into a fair value
hierarchy based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to
the fair value measurement in its entirety, which are described as
follows:
● Level 1 - Quoted
prices in active markets;
● Level 2 - Inputs
other than quoted prices included within Level 1 that are
observable (i.e. developed using market data), either directly or
indirectly; and
● Level 3 - Inputs
are unobservable (i.e. for which market data is
unavailable).
(c)
Investment Income
Dividends receivable from equity
shares are recognised in Revenue on an ex-dividend basis except
where, in the opinion of the Board, the dividend is capital in
nature, in which case it is included in Capital.
Overseas dividends are reported
gross of withholding tax.
Special dividends are looked at
individually to decide the reason behind the payment. In deciding
whether a dividend should be regarded as a capital or revenue
receipt, the Company reviews all relevant information as to the
reasons for and sources of the dividend on a case by case basis.
Special dividends of a revenue nature are recognised through the
revenue column of the Income Statement. Special dividends of a
capital nature are recognised through the capital column of the
Income Statement. Deposit interest receivable is taken to the
revenue account on an accruals basis.
(d)
Expenses and finance costs
All the expense and finance costs
are accounted for on an accruals basis. Expenses are charged
through the revenue column of the Income Statement except as
follows:
● Expenses which
are incidental to the acquisition or disposal of an investment are
treated as part of the cost or proceeds of that
investment;
● Expenses are
taken to the Capital reserve via the capital column of the Income
Statement, where a connection with the maintenance or enhancement
of the value of investments can be demonstrated. In line with the
Board's expected long-term split of returns, in the form of capital
gains and income from the Company's portfolio, 70% of the
Investment Management fees, Administration and Management Services
fees and finance costs are taken to the Capital reserve.
(e)
Taxation
In line with the recommendations of
the SORP, the tax effect of different items of expenditure is
allocated between capital and revenue using the marginal basis.
Deferred taxation is provided on all timing differences that have
originated but not been reversed by the Statement of Financial
Position date other than those regarded as permanent. 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 reversal of timing differences can be deducted. Any
liability to deferred tax is provided for at the rate of tax
enacted or substantially enacted.
Dividend income received by the
Company may be subject to withholding tax imposed in the country of
origin. The tax charges shown in the Income Statement relates
mainly to overseas withholding tax on dividend income and Indian
capital gains tax.
Indian capital gains tax is
allocated to the Capital column of the Income Statement.
(f)
Foreign currency
The currency of the primary economic
environment in which the Company operates (the functional currency)
is sterling, which is also the presentational currency of the
Company. Transactions recorded in overseas currencies during the
year are translated into sterling at the appropriate daily exchange
rates. Assets and liabilities denominated in overseas currencies at
the Statement of Financial Position date are translated into
sterling at the exchange rate ruling at that date.
Exchange differences are included in
the Income Statement and allocated as capital if they are of a
capital nature, or as revenue if they are of a revenue
nature.
(g)
Functional and presentational currency
The financial information is shown
in sterling, being the Company's presentational currency. In
arriving at the functional currency, the Directors have considered
the following:
(i) the primary economic
environment of the Company;
(ii) the currency in
which the original capital was raised;
(iii) the currency in which
distributions are made;
(iv) the currency in which
performance is evaluated; and
(v) the currency in which the
capital would be returned to shareholders on a break-up
basis.
The Directors have also considered
the currency to which underlying investments are exposed and
liquidity is managed. The Directors are of the opinion that
sterling best represents the functional currency.
(h)
Nature and purpose of reserves
Ordinary share capital
● represents the nominal
value of the issued ordinary share capital.
Share premium account
● represents the
surplus of net proceeds received from the issue of new shares over
the nominal value of such shares. The share premium account is
non-distributable.
Special reserve
● this reserve is
created upon the cancellation of the Share Premium Account. This
reserve is distributable by way of a dividend and can also be used
to fund any repurchases of the Company's own shares.
Capital redemption reserve
● a transfer will
be made to this reserve on cancellation of the Company's own shares
purchased, equal to the nominal value of the shares. This reserve
is non-distributable.
Capital reserve
This reserve reflects
any:
● gains or losses
on the disposal of investments;
● exchange
differences of a capital nature;
● the increases
and decreases in the fair value of investments which have been
recognised in the capital column of the Income Statement;
and
● expenses which
are capital in nature as disclosed below.
This reserve can also be used to
distribute realised capital profits by way of a dividend and to
fund any repurchases of the Company's own shares.
Any gains in the fair value of
investments that are not readily convertible to cash are treated as
unrealised gains in the Capital reserve.
Revenue reserve
● reflects all
income and expenditure which are recognised in the revenue column
of the Income Statement and is distributable by way of
dividend.
It is the Board's current policy to
only pay dividends out of the Revenue reserve.
(i)
Dividends payable
Dividends paid by the Company are
recognised in the Financial Statements and are shown in the
Statement of Changes in Equity in the period in which they became
legally binding, which in the case of an interim dividend is the
point at which it is paid and for a final dividend when it is
approved by Shareholders at the AGM, in line with the ICAEW Tech
Release 02/17BL.
2.
Income
|
Year ended
30 November
2023
£'000
|
Year ended
30 November
2022
£'000
|
Income from investments
|
|
|
Overseas Dividends
|
2,505
|
2,842
|
Other income - bank
interest
|
297
|
17
|
|
2,802
|
2,859
|
3.
Investment Management and Management Service Fees
|
Year ended
30 November
2023
|
Year ended
30 November
2022
|
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Investment management fees - Mobius
Capital Partners LLP
|
442
|
1,031
|
1,473
|
432
|
1,008
|
1,440
|
Management service fees - Frostrow
Capital LLP
|
99
|
232
|
331
|
97
|
227
|
324
|
|
541
|
1,263
|
1,804
|
529
|
1,235
|
1,764
|
Further information regarding
Investment Management and Management Service fees can be found in
the Business Review.
4.
Other Expenses
|
Year ended
30 November
2023
£'000
|
Year ended
30 November
2022
£'000
|
Directors' fees
|
105
|
96
|
Auditor's remuneration - Statutory
annual audit
|
56
|
37
|
Custody fees
|
92
|
95
|
Depositary fees
|
25
|
25
|
Printing and postage
|
16
|
14
|
Registrar fees*
|
19
|
25
|
Company broker fees
|
46
|
44
|
Stock listing and FCA
fees
|
20
|
18
|
Legal and professional
fees**
|
4
|
21
|
Marketing and promotional
costs
|
48
|
60
|
Tax advice
|
16
|
18
|
Other administrative
expenses
|
45
|
27
|
|
492
|
480
|
* 2022 fees
includes £6,000 in connection with the Redemption
facility.
** 2022 fees includes
£11,000 in connection with the Redemption facility.
5.
Taxation
(a)
Analysis of Charge in the Year
|
Year ended
30 November
2023
|
Year ended
30 November
2022
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Overseas taxation
|
154
|
-
|
154
|
302
|
-
|
302
|
Overseas capital gains
tax
|
-
|
1,449
|
1,449
|
-
|
325
|
325
|
|
154
|
1,449
|
1,603
|
302
|
325
|
627
|
Overseas tax arose as a result of
irrecoverable withholding tax on overseas dividends and Indian
capital gains tax ("CGT").
Indian CGT arises on capital gains
on the sale of Indian securities at a rate of 15% on short term
capital gains (defined as those where the security was held for
less than a year) and 10% on long term capital gains. A deferred
tax liability for CGT as at 30 November 2023 is recognised as shown
in Note 11 £1,791,000 (2022: £1,388,000).
(b)
Reconciliation of Tax Charge
The revenue account tax charge for
the year is lower than the standard rate of corporation tax in the
UK of 25% (2022: 19%).
|
Year ended
30 November
2023
|
Year ended
30 November
2022
|
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Total return/(loss) on ordinary
activities before tax
|
1,769
|
12,961
|
14,730
|
1,850
|
(21,864)
|
(20,014)
|
Corporation tax charged at
23%# (2022: 19%)
|
407
|
2,981
|
3,388
|
351
|
(4,154)
|
(3,803)
|
Effects of:
|
|
|
|
|
|
|
Non-taxable (gains)/losses on
investments
|
-
|
(3,320)
|
(3,320)
|
-
|
3,884
|
3,884
|
Non-taxable foreign exchange
losses
|
-
|
48
|
48
|
-
|
35
|
35
|
Unutilised management
expenses
|
238
|
291
|
529
|
193
|
235
|
428
|
Income not subject to corporation
tax
|
(645)
|
-
|
(645)
|
(544)
|
-
|
(544)
|
Overseas taxation
|
154
|
-
|
154
|
302
|
-
|
302
|
Indian capital gains tax
|
-
|
1,449
|
1,449
|
-
|
325
|
325
|
Tax
charge for the year
|
154
|
1,449
|
1,603
|
302
|
325
|
627
|
# With effect from 1
April 2023, the main rate of corporation tax increased from 19% to
25%, therefore the hybrid rate of 23% has been used.
(c) Provision for UK Deferred Taxation
For the year ended 30 November 2023,
the Company had cumulative unutilised management expenses for
taxation purposes of £10,111,000 (2022: £7,815,000). It is unlikely
the Company will generate sufficient taxable income in excess of
the available deductible expenses and therefore the Company has not
recognised a deferred tax asset of £2,528,000 (2022: £1,954,000)
based on a prospective corporation tax rate of 25% (2022: 25%). The
UK corporation tax rate is currently enacted to 25% effective 1
April 2023.
Due to the Company's status as an
investment company and the intention to continue meeting the
conditions required to maintain such a status in the foreseeable
future, the Company has not provided for deferred UK tax on any
capital gains or losses arising on the revaluation or disposal of
investments.
Deferred tax has been provided for
on capital gains arising on Indian Securities as disclosed in note
5(a).
6.
Dividends
In accordance with FRS 102 dividends
are included in the Financial Statements in the year in which they
are paid or approved by Shareholders. Amounts recognised as
distributable to Shareholders for the year end 30 November 2023
were as follows:
|
Ex-Dividend
date
|
Payment
date
|
2023
£'000
|
2022
£'000
|
Final dividend paid for the year
ended 30 November 2022 of
1.20p per share
|
6 April
2023
|
5 May
2023
|
1,296
|
-
|
Final dividend paid for the year
ended 30 November 2021 of
0.35p per share
|
28 April
2022
|
27 May
2022
|
-
|
381
|
The final dividend of 1.25p (2022:
1.20p) has not been included as a liability in these Financial
Statements as it is only recognised in the financial year in which
it is paid. The total dividends payable in respect of the financial
year which forms the basis of the retention test under Section 1158
of the Corporation Tax Act 2010 are set out below:
|
Year ended
30 November
2023
£'000
|
Year ended
30 November
2022
£'000
|
Revenue available for distribution
by way of dividend for the year
|
1,615
|
1,548
|
Final dividend of 1.25p (2022:
1.20p) per share*
|
(1,443)
|
(1,291)**
|
Revenue reserves available following
distribution
|
172
|
257
|
* Based on the number of
shares in issue as at 30 November 2023 being 115,420,336 (2022:
107,548,983** on the ex-dividend date, 6 April 2023, 107,998,983
shares were held).
7.
Return/(loss) per share - basic and diluted
The return per share figures are
based on the following figures:
|
Year ended
30 November
2023
£'000
|
Year ended
30 November
2022
£'000
|
Net revenue return
|
1,615
|
1,548
|
Net capital return/(loss)
|
11,512
|
(22,189)
|
Net
total return/(loss)
|
13,127
|
(20,641)
|
|
Year ended
30 November
2023
Pence
|
Year ended
30 November
2022
Pence
|
Revenue return per share
|
1.45
|
1.42
|
Capital return/(loss) per
share
|
10.34
|
(20.38)
|
Total return/(loss) per share
|
11.79
|
(18.96)
|
Weighted average number of Ordinary
shares in issue during the year
|
111,386,397
|
108,850,685
|
During the year (2022: nil) there
were no dilutive instruments held, therefore the basic and diluted
return per share are the same.
8.
Investments held at fair value through profit or
loss
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Opening book cost
|
108,263
|
94,404
|
Opening investment holding
gains
|
18,571
|
50,397
|
Opening fair value
|
126,834
|
144,801
|
Purchases at cost
|
48,876
|
51,897
|
Sales proceeds
|
(33,454)
|
(49,420)
|
Gains/(losses) on investments held
at fair value through profit or loss
|
14,434
|
(20,444)
|
Closing fair value
|
156,690
|
126,834
|
Closing book cost
|
137,757
|
108,263
|
Closing investment holding
gains
|
18,933
|
18,571
|
Closing fair value
|
156,690
|
126,834
|
The Company received £33,454,000
(2022: £49,420,000) from investments sold in the year. The book
cost of the investments when they were purchased was £19,382,000
(2022: £38,038,000). These investments have been revalued over time
until they were sold. Any unrealised gains/losses were included in
the fair value of the Investments.
During the year the Company incurred
transaction costs on purchases of £61,000 (2022:
£62,000).
Sales transaction costs incurred
during the year were £88,000 (2022: £70,000) and comprised
commission.
9.
Debtors
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Outstanding sales due for
settlement
|
1,270
|
1,098
|
Accrued income
|
27
|
8
|
Overseas tax recoverable
|
71
|
43
|
Non-redeemable preference shares
recoverable - Management Shares
|
13
|
13
|
Other debtors
|
18
|
34
|
|
1,399
|
1,196
|
10.
Creditors: amounts falling due within one year
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Outstanding purchases due for
settlement
|
222
|
364
|
Investment management fee - Mobius
Capital Partners LLP
|
127
|
117
|
Management service fee - Frostrow
Capital LLP
|
30
|
26
|
Ordinary shares bought back for
cancellation - Redemption facility
|
-
|
1,839
|
Other creditors
|
112
|
106
|
|
491
|
2,452
|
11.
Deferred tax liability
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Deferred taxation on unrealised
capital gains on Indian securities
|
1,791
|
1,388
|
See note 5(a) for further
details.
12.
Called up Share Capital
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Allotted and fully paid
|
|
|
115,420,336 (2022: 107,548,983)
Ordinary shares of 1p each
|
1,154
|
1,075
|
Called up Management Shares
|
|
|
50,000 (2022: 50,000) non-redeemable
preference shares - Management Shares of £1 each.
|
13
|
13
|
|
1,167
|
1,088
|
The capital of the Company is
managed in accordance with its investment policy which is detailed
in the Strategic Report.
During the year the Company issued
7,871,353 new shares for a consideration of £10,404,000 (2022:
450,000 new ordinary shares for a consideration of
£653,000).
The share capital includes 50,000
non-redeemable preference shares - Manangement shares, of a nominal
value of £1 each; of which one quarter is called up. These are
held by the Investment Manager.
The Company does not have any
externally imposed capital requirements.
13.
Net Asset Value Per Ordinary Share
|
30 November
2023
|
30 November
2022
|
Net Assets (£'000)
|
166,529
|
144,294
|
Number of shares in issue
|
115,420,336
|
107,548,983
|
Net
asset value per share
|
144.28p
|
134.17p
|
During the year (2022: nil) there
were no dilutive instruments held, therefore the basic and dilutive
net asset value per share are the same.
14.
Financial Instruments
The Company's financial instruments
comprise Its investment portfolio, cash balances and debtors and
creditors that arise directly from its operations. As an investment
trust the Company holds an investment portfolio of financial assets
in pursuit of its investment objective.
Fixed asset investments (see note 8)
are valued at fair value in accordance with the Company's
accounting policies. The fair value of all other financial assets
and liabilities is represented by their carrying value in the
Statement of Financial Position.
All investments have been classified
as Level 1.
The main risks that the Company
faces arising from its financial instruments are:
(i) market risk,
including:
- Other price
risk, being the risk that the value of investments will fluctuate
as a result of changes in market prices;
- interest rate
risk, being the risk that the future cash flows of a financial
instrument will fluctuate because of changes in interest
rates;
- foreign currency
risk, being the risk that the value of financial assets and
liabilities will fluctuate because of movements in currency
rates;
(ii) credit risk, being
the risk that a counterparty to a financial instrument will fail to
discharge an obligation or commitment that it has entered into with
the Company; and
(iii) liquidity risk, being
the risk that the Company will not be able to meet its liabilities
when they fall due. This may arise should the Company not be able
to liquidate its investments. Under normal market trading volumes
the investment portfolio could be substantially realised within a
week.
Other price risk
The management of price risk is part
of the Investment management process and is typical of equity
investment. The investment portfolio is managed with an awareness
of the effects of adverse price movements through detailed and
continuing analysis with an objective of maximising overall returns
to shareholders. Further information on how the investment
portfolio is managed is set out in the Investment Managers' Review.
Although it is the Company's current policy not to use derivatives
they may be used from time to time, with prior Board approval, to
hedge specific market risk or gain exposure to a specific
market.
If the investment portfolio
valuation rose or fell by 10% at 30 November 2023 (2022: 10%), the
impact on the profit and loss and net asset value would have been
£16.0 million (2022: £15.0 million). The calculations are based on
the investment portfolio valuation as at the respective Statement
of Financial Position dates and are not necessarily representative
of the year as a whole.
Interest rate risk
Interest rate risk is the risk that
the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates.
When the Company retains cash
balances the majority of the cash is held in the custody account at
The Northern Trust Company. The benchmark rate which determines the
interest payments received on cash balances is the bank base rate
for the relevant currency for each deposit.
Interest rate movements may affect
the level of income receivable on cash deposits and cash
equivalents and interest payable on borrowing.
Interest rate exposure
The exposure of financial assets and
financial liabilities to floating interest rates, giving cash flow
interest rate risk when rates are re-set, is shown
below:
|
30 November
2023
£'000
|
30 November
2022
£'000
|
Exposure to floating interest
rates:
|
|
|
Cash at bank and in hand
|
10,722
|
20,104
|
Net
exposure
|
10,722
|
20,104
|
Interest rate sensitivity
The following table illustrates the
sensitivity of the return after taxation for the year and net
assets to a 5% (2022: 5%) increase or decrease in interest rates in
regards to the Company's monetary financial assets and financial
liabilities. This level of change is considered to be a
reasonable illustration based on observation of current market
conditions. The sensitivity analysis is based on the Company's
monetary financial instruments held at the accounting date with all
other variables held constant.
|
30 November
2023
|
30 November
2022
|
|
5% increase
in rate
£'000
|
5% decrease
in rate
£'000
|
5% increase
in rate
£'000
|
5% decrease
in rate
£'000
|
Income statement - return after
taxation
|
|
|
|
|
Revenue return/(loss)
|
536
|
(536)
|
1,005
|
(1,005)
|
Capital return
|
-
|
-
|
-
|
-
|
Total return after
taxation
|
536
|
(536)
|
1,005
|
(1,005)
|
Net
assets
|
536
|
(536)
|
1,005
|
(1,005)
|
The Directors do not consider the
exposure to interest risk as being material to the
Company.
Foreign currency risk
Foreign currency risk is the risk
that fair values of future cash flows of a financial instrument
fluctuate because of changes in foreign exchange rates.
The Company Invests in overseas
securities and holds foreign currency cash balances which give rise
to currency risks. Foreign currency risks are managed alongside
other market risks as part of the management of the investment
portfolio. it is currently not the Company's policy to hedge this
risk on a continuing basis but it can do so from time to
time.
Foreign currency
exposure:
|
2023
|
2022
|
|
Investments
£'000
|
Cash
£'000
|
Debtors
£'000
|
Creditors
£'000
|
Investments
£'000
|
Cash
£'000
|
Debtors
£'000
|
Creditors
£'000
|
New Taiwanese dollar
|
39,999
|
25
|
41
|
-
|
33,125
|
27
|
23
|
(128)
|
Indian rupee
|
32,688
|
72
|
51
|
-
|
20,000
|
-
|
-
|
(1,388)
|
Korean won
|
26,182
|
-
|
1,219
|
-
|
15,288
|
-
|
235
|
(467)
|
Brazilian real
|
12,561
|
-
|
9
|
-
|
7,967
|
-
|
9
|
(3)
|
Turkish lira
|
12,155
|
-
|
-
|
(222)
|
8,883
|
-
|
1,098
|
-
|
US dollar
|
9,024
|
-
|
-
|
-
|
11,870
|
-
|
-
|
-
|
Hong Kong dollar
|
7,266
|
-
|
-
|
-
|
13,579
|
-
|
-
|
-
|
Vietnamese dong
|
4,724
|
1,320
|
-
|
-
|
6,023
|
1,381
|
-
|
-
|
Thailand baht
|
4,553
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
South African rand
|
4,199
|
-
|
-
|
-
|
3,121
|
-
|
-
|
-
|
Kenyan shilling
|
3,339
|
-
|
-
|
-
|
6,978
|
182
|
-
|
-
|
Polish zloty
|
-
|
-
|
21
|
-
|
-
|
-
|
20
|
-
|
|
156,690
|
1,417
|
1,341
|
(222)
|
126,834
|
1,590
|
1,385
|
(1,986)
|
At 30 November 2023, the Company had
£9,305,000 (2022: £18,514,000) of sterling cash
balances.
Foreign currency sensitivity
During the year sterling
strengthened by an average of 3.7% (2022: 1.7% weakened) against
all of the currencies in the investment portfolio (weighted for
exposure at 30 November 2023), if the value of sterling had
strengthened against each of the currencies in the portfolio by
10%, the impact on the net asset value would have been negative
£16.0 million (2022: £13.0 million). If the value of sterling
had weakened against each of the currencies in the investment
portfolio by 10%, the impact on the net asset value would have been
positive £16.0 million (2022: £13.0 million). The calculations are
based on the investment portfolio valuation and cash balances as at
the year end and are not necessarily representative of the year as
a whole.
The level of sensitivity is
considered to be reasonably possible, based on observations of
current market conditions and historical trends.
Credit risk
Credit risk is the risk that a
counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the
Company. The Investment Manager has in place a monitoring procedure
in respect of counterparty risk which is reviewed on an ongoing
basis. The carrying amounts of financial assets best represents the
maximum credit risk exposure at the statement of financial position
date, and the main exposure to credit risk is via the Company's
Custodian who is responsible for the safeguarding of the Company's
Investments and cash balances.
At the reporting date, the Company's
financial assets exposed to credit risk amounted to the
following:
|
2023
|
2022
|
|
£'000
|
£'000
|
Cash at bank and in hand
|
10,722
|
20,104
|
Debtors
|
1,399
|
1,196
|
|
12,121
|
21,300
|
Credit risk is the risk that the
counterparty to a transaction fails to discharge its obligations
under that transaction, which could result in the Company suffering
a loss. Credit risk is managed as follows:
- All the assets
of the Company which are traded on a recognised exchange are held
by The Northern Trust Company, the Company's Custodian.
- Investment
transactions are carried out only with brokers which are considered
to have a high credit rating.
- Transactions are
ordinarily undertaken on a delivery versus payment basis, whereby
the Company's custodian bank ensures that the counterparty to any
transactions entered into by the Company has delivered its
obligation before any transfer of cash or securities away from the
Company is completed.
- Any failing
trades in the market are closely monitored by both the AIFM and the
Administrator.
- Cash is only
held at banks that have been identified by the Board as reputable
and of high credit quality.
The Northern Trust Company has a
credit rating of Aa2 (Moody's) AA- (Standard & Poor's) and AA
(Fitch Ratings).
The Board monitors the Company's
risk as described in the Strategic Report.
Liquidity risk
The Company's liquidity risk is
managed on an ongoing basis by the Investment Manager and the
Administrator. The Company's overall liquidity risks are monitored
on a quarterly basis by the Board.
Based on current trading volumes,
100% of the current portfolio could be liquidated within 30 trading
days, with 97.1% in seven days or less, under normal market
conditions. As such, liquidity risk is not considered a material
risk.
Further details on the principal
risks facing the Company can be found in the Business
Review.
15.
Transactions with the Investment Manager and Related
Parties
● Mobius Capital
Partners LLP
● The Directors of the
Company
The Company employs Mobius Capital
Partners LLP as its Investment Manager. During the year ended
30 November 2023, Mobius Capital Partners LLP earned
£1,473,000 (2022: £1,440,000) in respect of Investment Management
fees, of which £127,000 (2022: £117,000) was outstanding at
the year end. Details of the fees of all Directors can be found in
the Directors' Remuneration Report and in note 4 above.
The Directors' interests in the
capital of the Company can be found in the Directors' Remuneration
Report. There were no other material transactions during the year
with the Directors of the Company.
16.
Contingent Liabilities
There were no contingent liabilities
at 30 November 2023 (2022: none).
17.
Post Balance Sheet Events
Subsequent to the Company's year
end, the net asset value per share of the Company has increased by
4.8% from 144.3p to 151.2p and the Company's share price has
also increased by 6.2% from 132.5p to 140.75p as at 1 March
2024.
Further Information and Notice of AGM
AIFMD RELATED DISCLOSURE
Alternative Investments Fund Managers Directive ("AIFMD")
Disclosures (Unaudited)
Investment objective and leverage
Mobius Capital Partners LLP ("MCP")
and the Company are required to make certain disclosures available
to investors in accordance with the Alternative Investment Fund
Managers Directive ("AIFMD").
A description of the investment
strategy and objectives of the Company, the types of assets in
which the Company may invest, the techniques it may employ, any
applicable investment restrictions, the circumstances in which it
may use leverage, the types and sources of leverage permitted and
the associated risks, any restrictions on the use of leverage and
the maximum level of leverage which the AIFM and Investment Manager
are entitled to employ on behalf of the Company and the procedures
by which the Company may change its investment strategy and/or the
investment policy can be found above.
The table below sets out the current
maximum permitted limit and actual level of leverages for the
Company (see Glossary for further details):
|
As a percentage of net
assets
|
|
Gross
Method
|
Commitment
Method
|
Maximum level of leverage
|
150.0%
|
150.0%
|
Actual level at 30 November
2023
|
95.0%
|
100.5%
|
Remuneration Disclosure of AIFM staff
As per the firm's remuneration
policy and procedures, MCP seeks to avoid creating any incentive
for individuals to take inappropriate risk and, in general, all
decisions are confirmed by the investment committee(s) which has
members in common with the governing body. During the year ended 30
November 2023, MCP had six members of personnel in total, including
employees and Partners, two of whom fall under Code Staff as per
the firm's remuneration code policy. Following completion of an
assessment of the application of the proportionality principle to
the FCA's AIFM Remuneration Code, MCP has disapplied the pay-out
processed rules with respect to all Code Staff members. This is
because the AIFM considers that it carries out non-complex
activities and is operating on a small scale.
The information above relates to
Mobius Capital Partners LLP as a whole, and it has not been broken
down by reference to the Company or the other funds that MCP
manages. Nor has the proportion of remuneration which relates to
the income MCP earns from their management of the
company.
Further disclosures required under
the AIFM Rules can be found within the Investor Disclosure Document
on the Company's website www.mobiusinvestmenttrust.com
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE
MEASURES ("APMs")
Alternative Investment Fund Managers Directive
(AIFMD)
Agreed by the European Parliament
and the Council of the European Union and transposed into UK
legislation, the AIFMD classifies certain investment vehicles,
including investment companies, as Alternative Investment Funds
(AIFs) and requires them to appoint an Alternative Investment Fund
Manager (AIFM) and depositary to manage and oversee the operations
of the investment vehicle. The Board of the Company retains
responsibility for strategy, operations and compliance and the
Directors retain a fiduciary duty to shareholders.
Discount or Premium^
A description of the difference
between the share price and the net asset value per share. The size
of the discount or premium is calculated by subtracting the share
price from the net asset value per share and is usually expressed
as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a
premium. If the share price is lower than the net asset value per
share, the shares are trading at a discount.
Discount or Premium^
|
|
30 November
2023
|
30 November
2022
|
Share price (p)
|
|
132.5
|
131.0
|
Net asset value per share
(p)
|
|
144.3
|
134.2
|
Discount
|
|
8.2%
|
2.4%
|
ESG+C®
Environmental, Social, Governance
and Cultural
Gearing^
The term used to describe the
process of borrowing money for investment purposes. The expectation
is that the returns on the investments purchased will exceed the
finance costs associated with those borrowings.
There are several methods of
calculating gearing and the following has been selected:
Total assets, less current
liabilities (before deducting any prior charges) minus cash/cash
equivalents divided by shareholders' funds, expressed as a
percentage.
The Company had no borrowings during
the year (2022: nil).
IPO
An initial public offering or stock
launch is a public offering in which shares of a company are sold
to institutional investors and usually also retail
investors.
Leverage
Leverage is defined in the AIFMD as
any method by which the AIFM increases the exposure of an AIF. In
addition to the gearing limit the Company also has to comply with
the AIFMD leverage requirements. For these purposes the Board has
set a maximum leverage limit of 150% for both methods. This limit
is expressed as a percentage with 100% representing no leverage or
gearing in the Company. There are two methods of calculating
leverage as follows:
Under the Gross Method, exposure
represents the Company's position after the deduction of sterling
cash balances and without taking into account any hedging or
netting arrangements.
Under the Commitment method,
exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are offset
(see AIFMD Related Disclosure for further details).
^
Alternative Performance Measure
MSCI Index
Certain information contained herein
(the "Information") is sourced from/copyright of MSCI Inc., MSCI
ESG Research LLC, or their affiliates ("MSCI"), or information
providers (together the "MSCI Parties") and may have been used to
calculate scores, signals, or other indicators. The Information is
for internal use only and may not be reproduced or disseminated in
whole or part without prior written permission. The Information may
not be used for, nor does it constitute, an offer to buy or sell,
or a promotion or recommendation of, any security, financial
instrument or product, trading strategy, or index, nor should it be
taken as an indication or guarantee of any future performance. Some
funds may be based on or linked to MSCI indexes, and MSCI may be
compensated based on the fund's assets under management or other
measures. MSCI has established an information barrier between index
research and certain Information. None of the Information in and of
itself can be used to determine which securities to buy or sell or
when to buy or sell them. The Information is provided "as is" and
the user assumes the entire risk of any use it may make or permit
to be made of the Information. No MSCI Party warrants or guarantees
the originality, accuracy and/or completeness of the Information
and each expressly disclaims all express or implied warranties. No
MSCI Party shall have any liability for any errors or omissions in
connection with any Information herein, or any liability for any
direct, indirect, special, punitive, consequential or any other
damages (including lost profits) even if notified of the
possibility of such damages.
Net
Asset Value ("NAV")
The value of the Company's assets,
principally investments made in other companies and cash being
held, minus any liabilities. The NAV is also described as
shareholders' funds. The NAV is often expressed in pence per share
after being divided by the number of shares which have been issued.
The NAV per share is unlikely to be the same as the share price
which is the price at which the Company's shares can be bought or
sold by an investor. The share price is determined by the
relationship between the demand and supply of the
shares.
Net
Asset Value Per Share ("NAV") Total Return^
The theoretical total return on an
investment over a specified period assuming dividends paid to
shareholders were reinvested at net asset value per share at the
time the shares were quoted ex-dividend. This is a way of measuring
investment management performance of investment trusts which is not
affected by movements in discounts or premiums.
Total return statistics also enable
the investors to make performance comparisons between investment
companies with different dividend polices.
NAV
Per Share Total Return
|
|
Year ended
30 November
2023
|
Year ended
30 November
2022
|
Opening NAV (p)
|
|
134.2
|
153.4
|
Increase/(decrease) in NAV
(p)
|
|
10.1
|
(19.2)
|
Closing NAV (p)
|
|
144.3
|
134.2
|
Increase/(decrease) in
NAV
|
|
7.5%
|
(12.5%)
|
Impact of reinvested
dividends
|
|
1.0%
|
0.2%
|
NAV Total Return
|
|
8.5%
|
(12.3%)
|
Ongoing Charges^
Ongoing charges are calculated by
taking the Company's annualised operating expenses as a proportion
of the average daily net asset value of the Company over the year.
The costs of buying and selling investments are excluded, as are
interest costs, taxation, cost of buying back or issuing ordinary
shares and other non-recurring costs.
|
|
Year ended
|
Year ended
|
|
|
30 November
|
30 November
|
|
|
2023
|
2022
|
Ongoing Charges
|
|
£'000
|
£'000
|
Investment management fees and
management service fees
|
|
1,804
|
1,764
|
Operating expenses
|
|
492
|
480
|
Total expenses
|
|
2,296
|
2,244
|
Less costs in relation to the
Redemption facility
|
|
-
|
(17)
|
Total recurring expenses
|
|
2,296
|
2,227
|
Average net assets during the
year
|
|
151,146
|
147,854
|
Ongoing Charges
|
|
1.5%
|
1.5%
|
^
Alternative Performance Measure
Peer Group
The Company has selected the
following seven companies taken from the AIC's Global Emerging
Markets sector to form the Company's peer group:
Barings Emerging EMEA Opportunities,
BlackRock Frontiers Investment Trust, Fidelity Emerging Markets
Limited, JP Morgan Emerging Markets Investment Trust, JPMorgan
Global Emerging Markets Income Trust, Templeton Emerging Markets
Investment Trust and Utilico Emerging Markets Trust.
Revenue Return per Share
The revenue return per share is
calculated by taking the return on ordinary activities after
taxation and dividing it by the weighted average number of shares
in issue during the year (see note 7 for further
information).
Reverse Stress Test
Reverse stress tests are stress
tests that identify scenarios and circumstances which would make a
business unworkable and identifies potential business
vulnerabilities.
Share Price Total Return^
The theoretical total return on an
investment over a specified period assuming dividends paid to
shareholders were reinvested in shares at the share price at the
time the shares were quoted ex-dividend.
|
|
Year ended
|
Year ended
|
|
|
30 November
|
30 November
|
|
|
2023
|
2022
|
Share Price Total Return
|
|
p
|
p
|
Opening share price
|
|
131.0
|
154.5
|
Increase/(decrease) in share
price
|
|
1.5
|
(23.5)
|
Closing share price
|
|
132.5
|
131.0
|
Increase/(decrease) in share
price
|
|
1.0%
|
(15.2%)
|
Impact of reinvested
dividends
|
|
1.1%
|
+0.2%
|
Share price Total Return
|
|
2.1%
|
(15.0%)
|
Stress Testing
Is a forward-looking analysis
technique that considers the impact of a variety of extreme but
plausible economic scenarios on the financial position of the
Company.
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the
fifth Annual General Meeting of Mobius Investment Trust plc will be
held at the Company's registered office address at 25 Southampton
Buildings, London WC2A 1AL on Tuesday, 23 April 2024 at 12.00 noon
for the following purposes:
Ordinary Business
To consider and, if thought fit,
pass the following as Ordinary Resolutions:
1. That the Report of
the Directors and Accounts for the year ended 30 November 2023
together with the Report of the Auditors thereon be
received.
2. To receive and
approve the Directors' Remuneration Report for the year ended 30
November 2023.
3. To approve a Final
Dividend of 1.25p per ordinary share.
4. That Ms M L Cicognani
be re-elected as a Director.
5. That Mr C Casey be
re-elected as a Director.
6. That Mr G Schuch be
re-elected as a Director.
7. That
PricewaterhouseCoopers LLP be re-appointed as Auditors to hold
office from the conclusion of the meeting to the conclusion of the
next Annual General Meeting at which accounts are laid.
8. That the Audit
Committee be authorised to determine the Auditors'
remuneration.
Special Business
To consider and, if thought fit,
pass the following resolutions, of which resolutions 10, 11 and 12
will be proposed as Special Resolutions.
Authority to Allot Shares
9. That, the Board of
Directors of the Company (the "Board") be and it is hereby
generally and unconditionally authorised pursuant to and in
accordance with section 551 of the Companies Act 2006 (the "Act")
to exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal
amount of £230,840 (or if changed, the number representing 20% of
the issued Ordinary share capital of the Company immediately prior
to the passing of this resolution) provided that this authority
shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2025 or 15 months from the date of passing
this resolution, whichever is the earlier, unless previously
revoked, varied or renewed by the Company in general meeting and
provided that the Company may before such expiry make an offer or
enter into an agreement which would or might require shares to be
allotted, or rights to subscribe for or to convert securities into
shares to be granted, after such expiry and the Board may allot
shares or grant such rights in pursuance of such an offer or
agreement as if the authority conferred hereby had not
expired.
Disapplication of Pre-emption Rights
10. That, subject to the passing of
resolution 9, the Board of Directors of the Company (the "Board")
be and it is hereby generally empowered pursuant to sections 570
and 573 of the Act to allot equity securities (within the meaning
of section 560 of the Act) (including the grant of rights to
subscribe for, or to convert any securities into, ordinary shares
of 1p each in the capital of the Company ("Ordinary Shares")) for
cash pursuant to the authority conferred on them by such Resolution
9 as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:
the allotment of equity securities
up to an aggregate nominal amount of £230,840, (or if changed, the
number representing 20% of the issued share capital of the Company
immediately prior to the passing of this resolution) and shall
expire (unless previously renewed, varied or revoked by the Company
in general meeting) at the conclusion of the Annual General Meeting
of the Company to be held in 2025 or 15 months from the date of
passing this resolution, whichever is the earlier, unless
previously revoked, varied or renewed by the Company in general
meeting and provided that the Company may before such expiry make
an offer or enter into an agreement which would or might require
equity securities to be allotted after such expiry and the Board
may allot equity securities in pursuance of such an offer or
agreement as if the authority conferred hereby had not
expired.
Authority to Repurchase Shares
11. That, the Company be and is
hereby generally and unconditionally authorised for the purposes of
section 701 of the Act to make one or more market purchases (as
defined in section 693(4) of the Act) of ordinary shares of 1p each
in the capital of the Company for cancellation or for holding in
Treasury on such terms and in such manner as the board of directors
may determine provided that:
(i) the maximum
aggregate number of Ordinary Shares which may be purchased is
17,301,508 or, if changed, the number representing 14.99% of the
issued share capital of the Company immediately prior to the passing of this resolution;
(ii) the minimum price
which may be paid for an Ordinary Share is 1p (exclusive of
associated expenses);
(iii) the maximum price which
may be paid for an Ordinary Share (exclusive of associated
expenses) shall not be more than the higher of: (a) an amount equal
to 105% of the average of the middle market quotations for an
Ordinary Share as derived from the London Stock Exchange Daily
Official List for the five dealing days immediately preceding the
day on which the Ordinary Share is purchased; and (b) the higher of
the last independent trade and the highest current independent bid
on the London Stock Exchange for an Ordinary
Share; and
(iv) unless previously
renewed, varied or revoked, this authority shall expire at the
conclusion of the Annual General Meeting of the Company to be held
in 2025 or 15 months from the date of passing this resolution,
whichever is the earlier, unless previously
revoked, varied or renewed by the Company in general meeting and
provided that the Company may before such expiry enter into a
contract to purchase Ordinary Shares which will or may be completed
wholly or partly after such expiry and a purchase of Ordinary
Shares may be made pursuant to any such contract.
General Meetings
12. That any General Meeting of the
Company (other than the Annual General Meeting of the Company)
shall be called by notice of at least 14 clear days in accordance
with the provisions of the Articles of Association of the Company
provided that the authority shall expire on the conclusion of the
next Annual General Meeting of the Company, or, if earlier, on the
expiry 15 months from the date of the passing of this
resolution.
All shareholders should look on the Company's website,
www.mobiusinvestmenttrust.com, for any
changes to the AGM arrangements and whether attendance will be
possible. In any case, all shareholders are strongly advised to
exercise their votes in advance of the meeting by proxy, by
following the voting instructions overleaf.
By
order of the Board
Frostrow Capital LLP
Company Secretary
5 March 2024
|
Registered office
25 Southampton Buildings
London
WC2A 1AL
|
Notes
1. If you
wish to attend the Annual General Meeting in person, you should
arrive at the venue for the Annual General Meeting in good time to
allow your attendance to be registered. It is advisable to have
some form of identification with you as you may be asked to provide
evidence of your identity to the Company's registrar, Computershare
Investor Services plc (the "Registrar"), prior to being admitted to
the Annual General Meeting.
2. Members
are entitled to appoint one or more proxies to exercise all or any
of their rights to attend, speak and vote at the Annual General
Meeting. A proxy need not be a member of the Company but must
attend the Annual General Meeting to represent a member. To be
validly appointed a proxy must be appointed using the procedures
set out in these notes and in the notes to the accompanying proxy
form.
If members wish their proxy to speak
on their behalf at the meeting, members will need to appoint their
own choice of proxy (not the chairman of the Annual General
Meeting) and give their instructions directly to them.
Members can only appoint more than
one proxy where each proxy is appointed to exercise rights attached
to different shares. Members cannot appoint more than one proxy to
exercise the rights attached to the same share(s). If a member
wishes to appoint more than one proxy, they should contact the
Registrar on 0370 703 6304. Lines are open between 8.30 am and 5.30
pm, Monday to Friday, the Registrars' overseas helpline number is
+44 370 703 6304.
A member may instruct their proxy to
abstain from voting on any resolution to be considered at the
meeting by marking the abstain option when appointing their proxy.
It should be noted that an abstention is not a vote in law and will
not be counted in the calculation of the proportion of votes "for"
or "against" the resolution.
The appointment of a proxy will not
prevent a member from attending the Annual General Meeting and
voting in person if he or she wishes.
A person who is not a member of the
Company but who has been nominated by a member to enjoy information
rights does not have a right to appoint any proxies under the
procedures set out in these notes and should read note 8
overleaf.
3. A proxy
form for use in connection with the Annual General Meeting is
enclosed. To be valid any proxy form or other instrument appointing
a proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be
received by post or (during normal business hours only) by hand by
the Registrar at Computershare Investor Services plc, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 48 hours
(excluding non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting.
If you do not have a proxy form and
believe that you should have one, or you require additional proxy
forms, please contact the Registrar on 0370 703 6304. Lines
are open between 8.30 am and 5.30 pm, Monday to Friday. The
Registrar's overseas helpline number is +44 370 703
6304.
4. CREST members
who wish to appoint a proxy or proxies through the CREST electronic
proxy appointment service may do so by using the procedures
described in the CREST Manual and by logging on to the following
website: www.euroclear.com/CREST. CREST
personal members or other CREST sponsored members, and those CREST
members who have appointed (a) voting service provider(s), should
refer to their CREST sponsor or voting service provider(s) who will
be able to take the appropriate action on their behalf.
In order for a proxy appointment or
instruction made using the CREST service to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK &
Ireland Limited's specifications, and must contain the information
required for such instruction, as described in the CREST Manual.
The message, regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction given to a
previously appointed proxy, must in order to be valid, be
transmitted so as to be received by the Registrar (ID 3RA50) no
later 48 hours (excluding non-working days) before the time of the
Annual General Meeting or any adjournment of that meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Application Host) from which the Registrar is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means.
CREST members and, where applicable,
their CREST sponsors or voting service provider(s) should note that
Euroclear UK & Ireland Limited does not make available special
procedures in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed (a) voting
service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers
are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations
2001.
5. In the case of
joint holders, where more than one of the joint holders purports to
appoint one or more proxies, only the purported appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first named being the most senior).
6. Any corporation
which is a member can appoint one or more corporate
representatives. Members can only appoint more than one corporate
representative where each corporate representative is appointed to
exercise rights attached to different shares. Members cannot
appoint more than one corporate representative to exercise the
rights attached to the same share(s).
7. To be
entitled to attend and vote at the Annual General Meeting (and for
the purpose of determining the votes they may cast), members must
be registered in the Company's register of members at 6.30 p.m. on
19 April 2024 (or, if the Annual General Meeting is adjourned, at
6.30 p.m. on the day two working days prior to the adjourned
meeting). Changes to the register of members after the relevant
deadline will be disregarded in determining the rights of any
person to attend and vote at the Annual General Meeting.
8. Any
person to whom this notice is sent who is a person nominated under
section 146 of the Companies Act 2006 (the "2006 Act") to enjoy
information rights (a "Nominated Person") may, under an agreement
between him/her and the member by whom he/she was nominated, have a
right to be appointed (or to have someone else appointed) as a
proxy for the Annual General Meeting. If a Nominated Person has no
such proxy appointment right or does not wish to exercise it,
he/she may, under any such agreement, have a right to give
instructions to the member as to the exercise of voting
rights.
9.
Information regarding the Annual General Meeting, including
information required by section 311A of the 2006 Act, and a copy of
this notice of Annual General Meeting is available from
www.mobiusinvestmenttrust.com.
10. Members should note
that it is possible that, pursuant to requests made by members of
the Company under section 527 of the 2006 Act, the Company may be
required to publish on a website a statement setting out any matter
relating to: (a) the audit of the Company's accounts (including the
auditor's report and the conduct of the audit) that are to be laid
before the Annual General Meeting; or (b) any circumstance
connected with an auditor of the Company ceasing to hold office
since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the 2006 Act. The
Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527 or
528 of the 2006 Act. Where the Company is required to place a
statement on a website under section 527 of the 2006 Act, it must
forward the statement to the Company's auditor not later than the
time when it makes the statement available on the website. The
business which may be dealt with at the Annual General Meeting
includes any statement that the Company has been required under
section 527 of the 2006 Act to publish on a website.
11. As at 1 March 2024
(being the latest practicable date prior to the publication of this
notice) the Company's issued share capital consisted of 115,420,336
ordinary shares carrying one vote each. Accordingly, the total
voting rights in the Company at 1 March 2024 were 115,420,336
votes.
12. Any person holding
3% or more of the total voting rights of the Company who appoints a
person other than the chairman of the Annual General Meeting as his
proxy will need to ensure that both he, and his proxy, comply with
their respective disclosure obligations under the UK Disclosure
Guidance and Transparency Rules.
13. Under section 319A of the
2006 Act, the Company must cause to be answered any question
relating to the business being dealt with at the Annual General
Meeting put by a member attending the meeting unless answering the
question would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, or
the answer has already been given on a website in the form of an
answer to a question, or it is undesirable in the interests of the
Company or the good order of the meeting that the question be
answered.
Members who have any queries about
the Annual General Meeting should contact Frostrow Capital LLP, the
Company Secretary, at 25 Southampton Buildings, London WC2A
1AL.
Members may not use any electronic
address provided in this notice or in any related documents
(including the accompanying proxy form) to communicate with
the Company for any purpose other than those expressly
stated.
14. The following documents
will be available for inspection at the offices of Frostrow Capital
LLP, the Company's Company Secretary, 25 Southampton
Buildings, London WC2A 1AL during normal business hours on any
weekday (Saturdays, Sundays and English public holidays excepted)
from the date of this notice and at the venue of the Annual General
Meeting from 11.45 a.m. on the day of the Annual General Meeting
until the conclusion of the Annual General Meeting:
14.1 copies of the
Directors' letters of appointment; and
14.2 copies of the
Directors' deeds of indemnity.
Alternatively, the above documents
can be requested from the Company Secretary via info@frostrow.com.
15. Under section 338 and
section 338A of the Companies Act 2006, members meeting the
threshold requirements in those sections have the right to require
the Company (i) to give, to members of the Company entitled to
receive notice of the meeting, notice of a resolution which may
properly be moved and is intended to be moved at the meeting;
and/or (ii) to include in the business to be dealt with at the
meeting any matter (other than a proposed resolution) which may be
properly included in the business. A resolution may properly be
moved or a matter may properly be included in the business unless
(a) (in the case of a resolution only) it would, if passed, be
ineffective (whether by reason of inconsistency with any enactment
or the Company's constitution or otherwise), (b) it is defamatory
of any person, or (c) it is frivolous or vexatious. Such a request
may be in hard copy form or in electronic form, must identify the
resolution of which notice is to be given or the matter to be
included in the business, must be authorised by the person or
persons making it, must be received by the Company not later than
11 March 2024, being the date six clear weeks before the meeting,
and (in the case of a matter to be included on the business only)
must be accompanied by a statement setting out the grounds for the
request.
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolution 1 - To receive the Report of the Directors and
Accounts
The Report of the Directors and
Accounts for the year ended 30 November 2023 will be presented to
the AGM. These accounts accompany this Notice of Meeting and
shareholders will be given an opportunity at, or in advance of,
the meeting to ask questions.
Resolution 2 - Remuneration Report
The Directors' Remuneration Report
is set out in full in the Annual Report.
Resolution 3 - To approve a Final Dividend
The rationale for the payment of a
final dividend of 1.25p per ordinary share is set out in the
Chairman's Statement and in the Business Review.
Resolutions 4 to 6 - Re-election of
Directors
Resolutions 4 to 6 deal with the
re-election of each Director. Biographies of each of the Directors
can be found above.
The Board has confirmed, following a
performance review, that the Directors standing for re-election
continue to perform effectively.
Resolutions 7 and 8 - Re-appointment of Auditors and the
determination of their remuneration
Resolutions 7 and 8 relate to the
re-appointment of PricewaterhouseCoopers LLP as the Company's
independent Auditors to hold office until the next AGM of the
Company and also authorise the Audit Committee to set the Auditors'
remuneration.
Resolutions 9 and 10 - Authority to Allot Shares and
Disapplication of Pre-emption Rights
Ordinary Resolution 9 in the Notice
of Annual General Meeting will renew the authority to allot the
unissued Ordinary share capital up to an aggregate nominal amount
of £230,840 (equivalent to 23,084,067 shares, or 20% of the
Company's existing issued Ordinary share capital on 1 March 2024,
being the nearest practicable date prior to the signing of this
Report or, if changed, the number representing 20% of the issued
Ordinary share capital of the Company immediately prior to the
passing of this resolution). Such authority will expire on the date
of the next AGM or after a period of 15 months from the date of the
passing of the resolution, whichever is earlier. This means that
the authority will have to be renewed at the next AGM.
When shares are to be allotted for
cash, Section 551 of the Companies Act 2006 (the "Act") provides
that existing shareholders have pre-emption rights and that the new
shares 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
otherwise than by a pro rata issue to existing shareholders.
Special Resolution 10 will, if passed, give the Directors power to
allot for cash equity securities up to 20% of the Company's
existing Ordinary share capital on 1 March 2024, or, if changed,
the number representing 20% of the issued Ordinary share capital of
the Company immediately prior to the passing of this resolution as
if Section 551 of the Act does not apply. This is the same nominal
amount of Ordinary share capital which the Directors are seeking
the authority to allot pursuant to Resolution 9. This authority
will also expire on the date of the next AGM or after a period of
15 months, whichever is earlier. This authority will not be used in
connection with a rights issue by the Company.
The percentage of the authority
sought in Resolutions 9 and 10 is in line with market practice. The
Board firmly believes that maximum flexibility, should conditions
allow, to raise capital without incurring the cost of preparing a
prospectus, circular and related meetings and, therefore, the
passing of Resolutions 9 and 10 is in shareholders'
interest.
The Directors intend to use the
authority given by Resolutions 9 and 10 to allot Ordinary shares
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.
Shares will only be issued at a
premium to the Company's cum income net asset value per share at
the time of issue.
Resolution 11 - Authority to Repurchase
Shares
The Directors wish to renew the
authority to buy back Ordinary shares for cancellation or for
holding in Treasury. The principal aim of a share buy-back facility
is to enhance shareholder value by acquiring shares at a discount
to net asset value, as and when the Directors consider this to be
appropriate. The purchase of Ordinary shares, when they are trading
at a discount to net asset value per share, should result in an
increase in the net asset value 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 net asset value 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 current 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 1p per share. Shares which are purchased
under this authority may be cancelled or held in
Treasury.
Special Resolution 11 in the Notice
of AGM will renew the authority to purchase in the market a maximum
of 14.99% of the Ordinary shares in issue on 1 March 2024, being
the nearest practicable date prior to the signing of this Report,
(amounting to 17,301,508
Ordinary shares or, if changed, the number
representing 14.99% of the issued share capital of the Company
immediately prior to the passing of this resolution). Such
authority will expire on the date of the next Annual General
Meeting or after a period of 15 months from the date of passing of
the resolution, whichever is earlier.
Resolution 12 - General Meetings
Special Resolution 12 seeks
shareholder approval for the Company to hold General Meetings
(other than the AGM) on at least 14 clear days' notice. The minimum
notice for Annual General Meetings will remain at 21 clear days.
The approval for this resolution will be effective until the
Company's Annual General Meeting to be held in 2025, at which it is
intended that renewal will be sought. The Directors will only call
a general meeting on 14 days' notice where they consider it to be
in the interests of shareholders to do so and the relevant matter
is required to be dealt with expediently.
Recommendation
The Board considers that the
resolutions detailed above are in the best interests of
shareholders as a whole. Accordingly, the Board unanimously
recommends to the shareholders that they vote in favour of the
above resolutions to be proposed at the forthcoming AGM as the
Directors intend to do in respect of their own beneficial holdings
totalling 82,927 shares.
The
Annual Report will be posted to shareholders on or around 15 March
2024.
Further copies may be obtained from the Company Secretary:
Frostrow Capital LLP, at 25 Southampton Buildings, London WC2A
1AL.
A
copy of the Annual Report will be submitted to the National Storage
Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The
Annual Report will also be available on the Company's website
at www.mobiusinvestmenttrust.com
where up to date
information on the Company, including daily NAV, share prices and
fact sheets, can also be found.
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END -