TIDMSTS

RNS Number : 7053W

STS Global Income & Growth Trust

14 December 2023

   To:                          RNS 
   From:                    STS Global Income & Growth Trust plc 
   LEI:                         549300UZ1Y7PPQYJGE19 
   Date:                     14 December 2023 

Half-year financial report

Six months to 30 September 2023

FINANCIAL HIGHLIGHTS

 
  Total return ^                        Six months ended     Six months ended 
   (including reinvested dividends)         30 September    30 September 2022 
                                                    2023 
                                                       %                    % 
------------------------------------  ------------------  ------------------- 
 Net asset value per share                           0.7                (2.7) 
 Lipper Global - Equity Global 
  Income Index                                       0.5                (5.9) 
 Share price                                         3.2                (1.4) 
------------------------------------  ------------------  ------------------- 
 
 
 Key data                              As at            As at 
                                30 September    31 March 2023 
                                        2023 
---------------------------  ---------------  --------------- 
 Net asset value per share 
  (cum income)                       220.09p          220.37p 
 Net asset value per share 
  (ex income)                        216.67p          218.37p 
 Share price                         219.00p          214.00p 
 Discount                            (0.49%)          (2.89%) 
 Net assets                   GBP206,657,000   GBP219,235,000 
---------------------------  ---------------  --------------- 
 
 
 Income                Six months ended     Six months ended 
                           30 September    30 September 2022 
                                   2023 
--------------------  -----------------  ------------------- 
 Revenue per share                3.31p                3.43p 
 Dividend per share               3.05p                2.90p 
--------------------  -----------------  ------------------- 
 

^ For details of all Alternative Performance Measures refer to the half-year report.

INTERIM MANAGEMENT REPORT

Chairman's statement

Introduction

For the six-month period to 30 September 2023 the net asset value total return for your Company was +0.7%, in line with the +0.5% total return from the benchmark, the Lipper Global - Equity Global Income Index.

There was a slight narrowing of the discount to net asset value at which the share price traded over the period from 2.9% to 0.5% which resulted in a share price total return of +3.2%.

Equity and more recently bond markets around the world have faced a challenging background, during the period under review. Short term interest rates continued to rise. The debate has moved on from how high would rates go, to how long rates will remain at current levels - suggesting that we are close to or at the peak in the current rate cycle. In the US, in particular, stubbornly resilient growth in the economy is forcing the Federal Reserve to signal a 'higher for longer' stance on rates, as the strength of demand continues to present inflationary pressures on the economy. By contrast, in the UK and Europe where growth is weaker the rate of inflation appears to have peaked, but the rate of decline is disappointing and likewise leading to rates predicted to remain at current levels for some time.

Financial markets have also had to cope with an increasingly uncertain geopolitical backdrop, due to the ongoing conflicts in Ukraine and the Middle East.

Consequently, the low nominal returns detailed above are no surprise and equity markets have struggled to generate consistent positive returns in the face of economic and political uncertainty.

More recently, bond markets in the US and UK have seen yields rise to in excess of 5% - comfortably the highest level since 2008. The medium term implication of such rises in yields are seen in higher financing cost for companies and financial investors (including venture capital and private equity funds). After a prolonged period of (what can now be described as) abnormally low rates, it remains to be seen how markets adapt to a return to what was normality ahead of the financial crash in 2007/08.

Revenue and earnings

Total revenue for the period was GBP4.0m and Revenue earnings per share were 3.31p. These earnings are lower than the previous comparable period. As discussed in the statement last year, movements in GBP/US$ exchange rate can have an impact on the level of revenue earned in sterling terms. The average GBP/US$ rate in this first half has been 1.259 compared with 1.217 in the previous comparable period.

Underlying dividends declared by your Company's investments have been encouraging and this is a sound indicator of the quality of the companies which the Manager has chosen to invest in.

A first quarterly dividend of 1.525p per share was paid to shareholders on 27 October 2023. This represented a 5.2% increase on the equivalent payment in 2022. The Board's policy is to declare three equal dividends for the first three quarterly payments and consider the fourth quarterly dividend once clarity on earnings for the full year is available around the time of the year end.

Proposed merger with Troy Income & Growth Trust plc

On 28 November 2023 it was announced that agreement had been reached between the Boards of your Company and Troy Income & Growth Trust plc ('TIGT') for a proposed combination of STS with the assets of TIGT. This combination is subject to approval by the shareholders of both companies, and you will receive documents in respect of this transaction in February 2024.

Your Board considers the proposed merger to be an excellent opportunity for your Company and shareholders will benefit from an increase in scale allowing the enlarged STS to spread its fixed costs over a larger asset base. It has been agreed that the management fee charged on the enlarged company will be reduced to 0.55% of shareholders' funds up to GBP250m and 0.50% above GBP250m (currently the fee is 0.65% of shareholders' funds). Troy is also making a significant cost contribution in the form of an 18-months fee waiver on the assets transferred from TIGT to the Company.

It is expected that the transaction will be complete by your Company's year end on 31 March 2024. When transferred, the assets of TIGT will be invested in line with the current STS portfolio and there will be no change to the investment process, philosophy or personnel managing the portfolio.

Discount Management

Your Board has adopted and implements a formal discount control mechanism, with the objective of ensuring that the share price consistently trades close to net asset value per share. Shares are bought in or sold, at the appropriate times, to manage this objective. During the period under review, 5,585,197 shares were purchased at an average discount of 1.9%.

The consistent application of the discount control mechanism should mean that, over the long term, the net asset per share total return and the share price total return should be very similar. However, it is possible that, in the short term, these respective returns can deviate due to small movements in the discount/premium, particularly in periods of low nominal returns.

Borrowing facilities

Your Company entered into new borrowing agreements in the period as the seven year term of the previous agreement expired in September. A new three year revolving credit facility ('RCF') was agreed with The Royal Bank of Scotland International for GBP20m with an additional GBP5m being available, should it be considered necessary.

Outlook

At the core of your Manager's philosophy is the preservation of capital and the objective of delivering above average returns with below average volatility. In particular, the Manager seeks to provide some protection from significant drawdowns in weaker markets. The political and economic background around the world might suggest that higher bond yields and rising political tension may be a precursor to a period in which equity markets find it hard to make consistent progress.

In such periods, your Manager's process and consistent application of their philosophy should stand your Company in a relatively strong position. Your portfolio consists of a group of carefully chosen companies that have high and defendable operating margins, pricing power and in particular strong balance sheets supported by robust free cash flow.

These attributes should stand the Company in good stead in the current uncertain world.

John Evans

Chairman

13 December 2023

Manager's review

After a bright start to the year, broader world equity markets have been meandering over the summer. The MSCI Equal Weighted Net Total Return Index, used to reduce the distortion of the highly concentrated MSCI World Index and associated AI excitement, returned 0.12% in sterling terms over the six month period under review. The benchmark for the Company did slightly better at 0.5% and the Company share price better still.

The strongest contributor to performance during the half-year was Domino's Pizza ('Domino's'). In July the company benefited from the appointment of a new CEO and strong results. The new CEO, Andrew Rennie, is a known quantity having been regarded as a potential leader for the business as early as 2019. Andrew has a long experience in Domino's Pizza Enterprises in Australia, and we have no doubt that he is the right person for the role. Meanwhile, the company continues to grow sales at a healthy pace, supported by better execution and the collaboration with Just Eat. During September we started reducing our position in Domino's as the valuation improved. We currently have a 2.1% position.

Admiral Group ('Admiral') was strong following a positive update at the half year results. UK car insurers have had a torrid 18 months as high claims inflation combined with record low insurance premiums following the pandemic have led to a squeeze on underwriting profits. This has led to competitors such as Direct Line and Sabre Insurance issuing multiple profit warnings. As it has done numerous times over its 20+ year history, Admiral executed exceptionally through this market cycle, raising rates ahead of peers in the face of rising claims costs, allowing it to protect profits. In its most recent results, Admiral claimed it has reached pre-pandemic levels of profitability on policies written in 2023. As the wider market scrambles to belatedly raise rates, Admiral should continue to take market share.

Novartis also made a decent contribution, rising strongly in September following a lacklustre period. This may be explained by the fact that the company was preparing to spin-off its generic drug company, named Sandoz. The Company received shares in this business, which we then sold, favouring the remaining, now more focussed company which other investors also appear to have preferred.

ADP appreciated over this time. As investors worry about a potential spike in unemployment following the Federal Reserve's tightening cycle, the company was penalised by the market at the beginning of the year. However, we argue that the pendulum has swung too far to the pessimistic side and ADP regained some ground. As the economic horizon darkens, it is useful to remind ourselves that these companies are less sensitive to unemployment than the market believes. The company remains a core long term investment.

Nintendo is a business which is benefitting from the positively received launch of several games including The Legend of Zelda: Tears of the Kingdom and Super Mario Bros. Wonder. This is helping to underpin profitability while investors wait for the release of a replacement to the current Switch console. This will be called Switch Pro and is likely to be launched in 2024. We continue to believe the company is good value and are excited about the value of the company's timeless intellectual property and the prospect of a new hardware cycle in the coming years.

The single biggest detractor was the Link REIT. Investors are not unreasonably concerned about the effect of the rapid increase in interest rates on this sector and company. Having been recapitalised and with underlying exposure to defensive assets we believe this company is well placed to buy distressed assets as others seek to reduce debt levels. If interest rates are close to reaching a peak, as we believe, the shares should perform better in the coming months.

Next was Diageo, reflecting worries over a potential slowdown in the US as sales data continues to be soft. Additionally, with a new CEO (Debra Crew) and an investor day planned for mid-November, there is a degree of uncertainty around strategy. However, the first set of results from the new CEO in August was robust. While there is some weakness in the US, the underlying spirits category continues to take market share, Diageo remains uniquely positioned to capture its fair share of growth.

Also within the consumer staples sector, Hershey declined after years of strong performance. The company has had tremendous success in increasing prices during 2022 without any significant effect on volumes. The ability to raise prices to cover inflation is a testament to the dominant market position of this company as well as the strength of the brand. As we lap those strong price increases, sales growth is slowing, and volumes are starting to turn negative. There have also been some concerns that a new category of weight-loss drugs may diminish the demand for this popular but sugary product. We view these concerns as over-stated given the length of time that such an eventuality becomes impactful, even if the concerns prove credible.

British American Tobacco was also weak as it was impacted by ever-present regulatory concerns, as well as softness in demand for combustibles in the US. This fear was confirmed at the recent results whereby the company lowered medium term guidance. Further, and consistent with the company's stated aim to be smoke-free by 2035, the value of the brands in the US acquired from Reynolds in 2016 are to be written down to zero over 30 years. This led to further share price weakness. We continue to believe the shares offer exceptional value for what remains a highly cash generative company. We also note that the brand write down is a non-cash item that does not impact profitability and therefore the company's ability to continue to fund its dividend for many years to come.

Finally, the most recent purchase in the portfolio, Texas Instruments, lost ground. We established an initial investment in this business in October 2022 at an attractive valuation. Cognizant of the inherent cyclicality of the end markets for this business, which include industrial, automotive and personal electronics, we allocated 2% of the Company to this holding. The quality of the business warrants a more substantial investment, in time.

Outlook

While equity markets have lacked direction, government bond markets have been on the move. Over this period the US 10-year yield has risen from 3.47% to 4.57%. This updraft may be a result of several factors, including the influence of other major bond markets, notably Japan, concerns over large-scale upcoming issuance and, most likely, a belief that growth is proving impervious to higher interest rates. Whatever the cause, it represents a significant change in the relative price of government bonds to equities. 4.57%, when compared to an historic earnings yield for the S&P 500 of 4.80%, implies a further compression of the equity risk premium.

Perhaps more striking has been the move in inflation- linked bonds. Again, over the same period, the yield on US 30-year US Treasury Inflation Protected Securities has risen from 1.40% to 2.30%. At the same time, the 30-year break-even inflation rate has remained remarkably stable at close to the Federal Reserve's inflation target of 2% (2.40% as at 30 September 2023). At least according

to markets, this is not about increasing inflation expectations. It is a function of an expansion in real yields driven by the rise in the nominal interest rate.

At the same time, not only have equities continued to trade towards the upper end of historical valuation measures (the US CAPE remains at 29.3x) but credit spreads have been tightening.

It would seem to us that although a higher cost of capital has been reflected in government bond markets, it has yet to be for risk assets. Time will tell how this apparent contradiction resolves itself - as the effect of the change in interest rates gradually works its way through the economy, this may change to the benefit of our quality focussed, conservatively managed Company.

James Harries

13 December 2023

Statement of Directors' responsibilities

A review of the half year and the outlook for the Company can be found in the Chairman's statement and Manager's review above.

Risk and mitigation

The Company's business model is longstanding and resilient to most of the short-term uncertainties that it faces, which the Board believes are effectively mitigated by its internal controls and the oversight of the Manager, as described in the latest annual report. The principal and emerging risks and uncertainties are therefore largely longer-term and driven by the inherent uncertainties of investing in global equity markets. The Board believes that it is able to respond to these longer-term risks and uncertainties with effective mitigation so that both the potential impact and the likelihood of these seriously affecting shareholders' interests are materially reduced.

Risks are regularly monitored at Board meetings and the Board's planned mitigation measures are described in the latest annual report. The Board maintains a risk register and also carries out a risk review as part of its annual strategy meeting.

A detailed explanation of the principal risks and uncertainties facing the Company and how the Board manages them can be found in the 2023 annual report, which can be found on the Company's website www.stsplc .co .uk . In the view of the Board, these principal risks and uncertainties at the year end remain. The Board continue to work with the agents and advisers to the Company to manage these risks. The risks identified are as applicable to the remaining six months of the year as they were to the six months under review.

Going concern status

The Company's business activities, together with the factors likely to affect its future development, performance and position, are continually monitored by the Board.

The financial position of the Company as at 30 September 2023 is shown on the unaudited statement of financial position . The unaudited statement of cash flow of the Company is set out below.

The Directors have undertaken a rigorous review of the Company's ability to continue as a going concern. The Company's assets consist primarily of a diverse portfolio of listed equity shares which, in most circumstances, are realisable within a very short timescale. The Directors are mindful of the principal risks disclosed above. They have reviewed revenue forecasts and the financial position of the Company. They believe that the Company has adequate financial resources and a suitably liquid investment portfolio to continue its operational existence for the foreseeable future and for at least one year from the date of signing of these financial statements. Accordingly, the Directors consider it appropriate to continue to adopt the going concern basis in preparing these financial statements.

Related party transactions

During the first six months of the year, no transactions with related parties have taken place which have materially affected the financial position or performance of the Company. There have been no material changes in any related party transaction described in the annual report for the year ended 31 March 2023.

Directors' responsibility statement

The Directors are responsible for preparing the half yearly financial report in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:

-- the financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice, in particular with Financial Reporting Standard 104 "Interim Financial Reporting" and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the AIC in July 2022;

-- the interim management report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.7R (indication of important events during the first six months of the financial year and description of principal risks and uncertainties for the remaining six months of the year); and

-- the interim management report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.8R (disclosure of related party transactions and charges therein).

By order of the Board

John Evans, Chairman

13 December 2023

 
                    Portfolio Summary 
 
      Portfolio distribution as at 30 September 2023 
By region (excluding    As at 30 September  As at 31 March 
 cash)                   2023                         2023 
                                         %               % 
---------------------  -------------------  -------------- 
North America                         52.8            52.9 
Europe                                41.4            41.0 
Asia                                   5.8             6.1 
                                     100.0           100.0 
---------------------  -------------------  -------------- 
 
 
By sector (excluding      As at 30 September  As at 31 March 
 cash)                     2023                         2023 
                                           %               % 
-----------------------  -------------------  -------------- 
Consumer staples                        38.2            39.9 
Industrials                             16.2             6.2 
Healthcare                              14.1            12.9 
Information technology                  10.6            20.2 
Financials                               8.1             6.7 
Consumer discretionary                   7.0             7.1 
Communication services                   3.5             3.1 
Real estate                              2.3             3.9 
                                       100.0           100.0 
-----------------------  -------------------  -------------- 
 
 
By asset class 
 (including cash and     As at 30 September    As at 31 March 
 borrowings)             2023                       2023 
                                          %                 % 
---------------------  --------------------  ---------------- 
Equities                              106.6             106.5 
Cash                                    1.1               0.7 
Borrowings                            (7.7)             (7.2) 
---------------------  --------------------  ---------------- 
                                      100.0             100.0 
---------------------  --------------------  ---------------- 
 
 
Ten Largest holdings   30 September  30 September      31 March    31 March 
                               2023          2023          2023        2023 
                       Market value    % of total  Market value  % of total 
                             GBP000     portfolio        GBP000   portfolio 
---------------------  ------------  ------------  ------------  ---------- 
Paychex                      11,891           5.4        12,274         5.3 
Unilever                     11,491           5.2        12,081         5.2 
Reckitt Benckiser            11,448           5.2        11,824         5.1 
British American 
 Tobacco                     11,295           5.1        13,070         5.6 
PepsiCo                      11,054           5.0        11,984         5.1 
CME Group                    11,039           5.0         9,934         4.2 
Philip Morris                 9,830           4.5        10,402         4.4 
Novartis                      9,784           4.5         9,235         3.9 
ADP                           9,737           4.4         9,294         4.0 
Relx                          8,885           4.0         9,002         3.8 
---------------------  ------------  ------------  ------------  ---------- 
 

Unaudited Statement of Comprehensive Income

 
                                                     Six months to                 Six months to 
                                                 30 September 2023             30 September 2022 
                                Note   Revenue   Capital     Total   Revenue   Capital     Total 
                                        GBP000    GBP000    GBP000    GBP000    GBP000    GBP000 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 Net losses on investments         5         -   (1,204)   (1,204)         -   (7,283)   (7,283) 
 Net currency (losses)/gains              (22)      (66)      (88)        24   (1,946)   (1,922) 
 Income                            3     4,034         -     4,034     4,269       266     4,535 
 Investment management 
  fee                                    (247)     (459)     (706)     (266)     (494)     (760) 
 Other expenses                          (287)         -     (287)     (295)         -     (295) 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 Net return before 
  finance costs and taxation             3,478   (1,729)     1,749     3,732   (9,457)   (5,725) 
 Finance costs                            (83)     (153)     (236)      (85)     (158)     (243) 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 Net return on ordinary 
  activities before taxation             3,395   (1,882)     1,513     3,647   (9,615)   (5,968) 
 Taxation                          4     (192)         -     (192)     (215)         -     (215) 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 Net return attributable 
  to ordinary shareholders               3,203   (1,882)     1,321     3,432   (9,615)   (6,183) 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 Net return per ordinary 
  share                            2     3.31p   (1.94p)     1.37p     3.43p   (9.61p)   (6.18p) 
-----------------------------  -----  --------  --------  --------  --------  --------  -------- 
 
 
                                                     (Audited) 
                                         Year to 31 March 2023 
                                    Revenue   Capital    Total 
                              Note   GBP000    GBP000   GBP000 
----------------------------  ----  -------  --------  ------- 
Net losses on investments        5        -   (8,800)  (8,800) 
Net currency losses                     (4)     (869)    (873) 
Income                           3    8,238       266    8,504 
Investment management 
 fee                                  (531)     (985)  (1,516) 
Other expenses                        (625)         -    (625) 
----------------------------  ----  -------  --------  ------- 
Net return before 
 finance costs and taxation           7,078  (10,388)  (3,310) 
Finance costs                         (171)     (318)    (489) 
----------------------------  ----  -------  --------  ------- 
Net return on ordinary 
 activities before taxation           6,907  (10,706)  (3,799) 
Taxation                         4    (566)         -    (566) 
----------------------------  ----  -------  --------  ------- 
Net return attributable 
 to ordinary shareholders             6,341  (10,706)  (4,365) 
----------------------------  ----  -------  --------  ------- 
Net return per ordinary 
 share                           2    6.34p  (10.70p)  (4.36p) 
----------------------------  ----  -------  --------  ------- 
 

The total columns of this statement are the profit and loss accounts of the company.

The revenue and capital items are presented in accordance with the Association of Investment Companies ('AIC') Statement of Recommended Practice ('SORP 2022').

All revenue and capital items in the above statement derive from continuing operations.

No operations were acquired or discontinued during the period.

Unaudited Statement of Financial Position

 
                                                                                             (Audited) 
                                                     As at                 As at                 As at 
                                              30 September          30 September         31 March 2023 
                                                      2023                  2022 
                                Note     GBP000     GBP000     GBP000     GBP000     GBP000     GBP000 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 Fixed assets 
 Investments at fair value 
  through profit or loss           5               219,848               235,338               234,362 
                                                 ---------             ---------  --------- 
 
 Current assets 
 Trade and other receivables              1,260                 3,415                 1,113 
 Cash and cash equivalents                2,210                 4,414                 1,570 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
                                          3,470                 7,829                 2,683 
 
 Current liabilities 
 Bank loans                        6   (15,855)              (16,878)              (15,795) 
 Trade payables                           (806)               (2,848)                 (572) 
 Dividend payable                             -                     -               (1,443) 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 Total current liabilities             (16,661)              (19,726)              (17,810) 
 Net current liabilities                          (13,191)              (11,897)              (15,127) 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 Total net assets                                  206,657               223,441               219,235 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 
 Capital and reserves 
 Called up share capital           8      1,223                 1,223                 1,223 
 Capital redemption reserve                  78                    78                    78 
 Share premium account                   31,808                31,571                31,808 
 Special distributable 
  reserve                                58,813                72,837                70,924 
 Capital reserve                        110,023               112,996               111,905 
 Revenue reserve                          4,712                 4,736                 3,297 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 Total shareholders' 
  funds                                            206,657               223,441               219,235 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 Net asset value per 
  ordinary share                   2               220.09p               222.86p               220.37p 
-----------------------------  -----  ---------  ---------  ---------  ---------  ---------  --------- 
 

Unaudited Statement of Changes in Equity

 
 For the period                Called       Capital      Share          Special 
  ended 30 September         up share    redemption    premium    distributable      Capital      Revenue 
  2023                        capital       reserve    account         reserve*     reserve*     reserve*      Total 
                               GBP000        GBP000     GBP000           GBP000       GBP000       GBP000     GBP000 
-------------------------  ----------  ------------  ---------  ---------------  -----------  -----------  --------- 
 As at 1 April 
  2023                          1,223            78     31,808           70,924      111,905        3,297    219,235 
 Net return attributable 
  to shareholders**                 -             -          -                -      (1,882)        3,203      1,321 
 Shares bought 
  back into treasury                -             -          -         (12,111)            -            -   (12,111) 
 Dividends paid                     -             -          -                -            -      (1,788)    (1,788) 
 
 As at 30 September 
  2023                          1,223            78     31,808           58,813      110,023        4,712    206,657 
-------------------------  ----------  ------------  ---------  ---------------  -----------  -----------  --------- 
 
 
 For the period                Called       Capital      Share          Special 
  ended 30 September         up share    redemption    premium    distributable      Capital      Revenue 
  2022                        capital       reserve    account         reserve*     reserve*     reserve*      Total 
                               GBP000        GBP000     GBP000           GBP000       GBP000       GBP000     GBP000 
-------------------------  ----------  ------------  ---------  ---------------  -----------  -----------  --------- 
 As at 1 April 
  2022                          1,223            78     30,762           71,925      122,611        3,058    229,657 
 Net return attributable 
  to shareholders**                 -             -          -                -      (9,615)        3,432    (6,183) 
 Shares issued 
  from treasury                     -             -        809            1,906            -            -      2,715 
 Shares bought 
  back into treasury                -             -          -            (994)            -            -      (994) 
 Dividends paid                     -             -          -                -            -      (1,754)    (1,754) 
 
 As at 30 September 
  2022                          1,223            78     31,571           72,837      112,996        4,736    223,441 
-------------------------  ----------  ------------  ---------  ---------------  -----------  -----------  --------- 
 
 
 For the year 
  ended 31 March 
  2023                                                   Share 
  (Audited)                                            premium                      Capital      Revenue 
                               Called       Capital                     Special 
                             up share    redemption               distributable 
                              capital       reserve    account         reserve*    reserve*     reserve*     Total 
                               GBP000        GBP000     GBP000           GBP000      GBP000       GBP000    GBP000 
-------------------------  ----------  ------------  ---------  ---------------  ----------  -----------  -------- 
 As at 1 April 
  2022                          1,223            78     30,762           71,925     122,611        3,058   229,657 
 Net return attributable 
  to shareholders**                 -             -          -                -    (10,706)        6,341   (4,365) 
 Shares issued 
  from treasury                     -             -      1,046            2,585           -            -     3,631 
 Shares bought 
  back into treasury                -             -          -          (3,586)           -            -   (3,586) 
 Dividends paid                     -             -          -                -           -      (6,102)   (6,102) 
 
 As at 31 March 
  2023                          1,223            78     31,808           70,924     111,905        3,297   219,235 
-------------------------  ----------  ------------  ---------  ---------------  ----------  -----------  -------- 
 

*These reserves are distributable with the exception of the unrealised portion of the capital reserve (GBP25,529,000; 31 March 2023: GBP27,700,000; 30 September 2022: GBP25,784,000), which is non-distributable.

**The company does not have any other income or expenses that are not included in the 'Net return attributable to shareholders' as disclosed in the condensed statement of comprehensive income above, and therefore this is also the 'Total comprehensive income' for the period.

Unaudited Statement of Cash Flow

 
 
                                                                                     (Audited) 
                                         Six months to        Six months to            Year to 
                                          30 September    30 September 2022      31 March 2023 
                                                  2023 
                              Note    GBP000    GBP000     GBP000    GBP000    GBP000   GBP000 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Cashflows from operating 
 activities 
Net return on ordinary 
 activities before taxation                      1,513              (5,968)            (3,799) 
Adjustments for: 
Losses on investments            5     1,204                7,283               8,800 
Finance costs                            236                  243                 489 
Exchange movement on 
 bank borrowings                 7        60                1,877                 794 
Purchases of investments*            (2,851)              (7,401)            (22,917) 
Sales of investments*                 16,106                9,312              24,316 
Dividend income                  3   (4,029)              (4,533)             (8,496) 
Other income                     3       (5)                  (2)                 (8) 
Dividend income received               3,950                4,615               8,523 
Other income received                      5                    2                   8 
Decrease/(increase) 
 in receivables                           15                   14                 (5) 
(Decrease)/increase 
 in payables                            (97)                 (12)                  70 
Overseas withholding 
 tax deducted                          (161)                (240)               (612) 
                                                14,433               11,158             10,962 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Net cash flows from 
 operating activities                           15,946                5,190              7,163 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Cash flows from financing 
 activities 
Repurchase of ordinary 
 share capital                      (11,786)                (994)             (3,586) 
Issue of ordinary share 
 capital from treasury                     -                2,715               3,631 
Equity dividends paid 
 from revenue                        (3,231)              (3,122)             (6,027) 
Interest and fees paid 
 on borrowings                         (289)                (240)               (476) 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Net cash flows from 
 financing activities                         (15,306)              (1,641)            (6,458) 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Net increase in cash 
 and cash equivalents                              640                3,549                705 
Cash and cash equivalents 
 at the start of the 
 period                                          1,570                  865                865 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
Cash and cash equivalents 
 at the end of the period        7               2,210                4,414              1,570 
----------------------------  ----  --------  --------  ---------  --------  --------  ------- 
 

*Receipts from the sale of, and payments to acquire investment securities, have been classified as components of cash flows from operating activities because they form part of the company's dealing operations.

Notes to the Financial Statements

Note 1: Accounting policies

For the period ended 30 September 2023 (and the year ended 31 March 2023), the company is applying The Financial Reporting Standard applicable in the UK and Republic of Ireland ('FRS 102'), which forms part of Generally Accepted Accounting Practice ('UK GAAP') issued by the Financial Reporting Council ('FRC') in 2015.

These condensed financial statements have been prepared on a going concern basis in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland, FRS 104 Interim Financial Reporting, and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ('SORP') issued by the AIC in July 2022.

The accounting policies applied for the condensed set of financial statements are set out in the Company's annual report for the year ended 31 March 2023.

Note 2: Returns and net asset value

 
                                                                   (Audited) 
                                  Six months     Six months to       Year to 
                                          to      30 September      31 March 
                                30 September              2022          2023 
                                        2023 
---------------------------  ---------------  ----------------  ------------ 
 Returns per share 
 Revenue return (GBP000)               3,203             3,432         6,341 
 Capital return (GBP000)             (1,882)           (9,615)      (10,706) 
---------------------------  ---------------  ----------------  ------------ 
 Total (GBP000)                        1,321           (6,183)       (4,365) 
---------------------------  ---------------  ----------------  ------------ 
 Weighted average number 
  of ordinary shares 
  in issue                        96,715,825       100,054,419   100,005,571 
 Revenue return per 
  ordinary share                       3.31p             3.43p         6.34p 
 Capital return per 
  ordinary share                     (1.94p)           (9.61p)      (10.70p) 
---------------------------  ---------------  ----------------  ------------ 
 Total return per ordinary 
  share                                1.37p           (6.18p)       (4.36p) 
---------------------------  ---------------  ----------------  ------------ 
 Net asset value per 
  share 
 Net assets attributable 
  to shareholders (GBP000)           206,657           223,441       219,235 
 Number of shares in 
  issue at period end             93,898,378       100,260,575    99,483,575 
 Net asset value per 
  share                              220.09p           222.86p       220.37p 
---------------------------  ---------------  ----------------  ------------ 
 

Note 3: Income

 
 
                                Six months     Six months to      Year to 
                                        to      30 September     31 March 
                              30 September              2022         2023 
                                      2023            GBP000       GBP000 
                                    GBP000 
-------------------------  ---------------  ----------------  ----------- 
 From listed investments 
 UK - equities                       1,968             1,932        2,973 
 Overseas - equities                 2,061             2,335        5,257 
-------------------------  ---------------  ----------------  ----------- 
                                     4,029             4,267        8,230 
-------------------------  ---------------  ----------------  ----------- 
 Other income 
 Deposit interest                        5                 2            8 
                                     4,034             4,269        8,238 
-------------------------  ---------------  ----------------  ----------- 
 

During the six months to 30 September 2023 the Company did not receive any special dividends which were treated as capital (30 September 2022 and year to 31 March 2023: special dividends of GBP266,000 received from Admiral Group, which were treated as capital).

Note 4: Taxation

 
                                                              (Audited) 
                               Six months     Six months to     Year to 
                                       to      30 September    31 March 
                             30 September              2022        2023 
                                     2023            GBP000      GBP000 
                                   GBP000 
 Irrecoverable overseas 
  withholding tax                     192               215         566 
------------------------  ---------------  ----------------  ---------- 
 

Note 5: Investments at fair value through profit or loss

 
                                                            (Audited) 
                                   As at            As at       As at 
                            30 September     30 September    31 March 
                                    2023             2022        2023 
                                  GBP000           GBP000      GBP000 
-----------------------  ---------------  ---------------  ---------- 
 Opening book cost               206,662          209,480     209,480 
 Opening investment 
  holding gains                   27,700           35,081      35,081 
-----------------------  ---------------  ---------------  ---------- 
 Opening market value            234,362          244,561     244,561 
-----------------------  ---------------  ---------------  ---------- 
 Acquisitions at cost              2,851            9,769      22,917 
 Disposal proceeds 
  received                      (16,161)         (11,709)    (24,316) 
 Losses on investments           (1,204)          (7,283)     (8,800) 
-----------------------  ---------------  ---------------  ---------- 
 Closing market value 
  of investments                 219,848          235,338     234,362 
-----------------------  ---------------  ---------------  ---------- 
 Closing book cost               194,319          209,554     206,662 
 Closing investment 
  holding gains                   25,529           25,784      27,700 
-----------------------  ---------------  ---------------  ---------- 
 Closing market value            219,848          235,338     234,362 
-----------------------  ---------------  ---------------  ---------- 
 

The company received GBP16,161,000 (six months ended 30 September 2022: GBP11,709,000; year ended 31 March 2023: GBP24,316,000) from investments sold in the six months ended 30 September 2023. The average book cost of these investments when they were purchased was GBP15,194,000 (six months ended 30 September 2022: GBP9,695,000; year ended 31 March 2023: GBP25,735,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of investments.

Transaction costs

During the period, expenses were incurred in acquiring or disposing of investments classified as fair value though profit or loss. These have been expensed through capital and are included within losses on investments in the statement of comprehensive income. The total costs were as follows:

 
                    Six months                   (Audited) 
                            to   Six months to     Year to 
                  30 September    30 September    31 March 
                          2023            2022        2023 
                        GBP000          GBP000      GBP000 
--------------  --------------  --------------  ---------- 
 Acquisitions                4              43          68 
 Disposals                   6               4          11 
--------------  --------------  --------------  ---------- 
                            10              47          79 
--------------  --------------  --------------  ---------- 
 

Note 6: Bank loans

 
                                                                (Audited) 
                                       As at            As at       As at 
                                30 September     30 September    31 March 
                                        2023             2022        2023 
                                      GBP000           GBP000      GBP000 
---------------------------  ---------------  ---------------  ---------- 
 Bank borrowings repayable 
  within one year                     15,855           16,878      15,795 
                                      15,855           16,878      15,795 
---------------------------  ---------------  ---------------  ---------- 
 

During the period, the Company arranged a new GBP20m multi-currency revolving credit facility with The Royal Bank of Scotland International Limited, which expires on 19 September 2026. As at 30 September 2023 GBP15,855,000 was drawn down until 19 December 2023. The amount has been drawn in the same currency split as borrowed under the previous term loan facility at 30 September 2022 and 31 March 2023 - GBP1,500,000; EUR4,500,000; and US$12,750,000.

Interest is payable at the aggregate of the compounded Risk Free Rate ("RFR") for the relevant currency and loan period, plus a margin of 1.55%, totalling 6.74%, 5.24% and 6.85% on the GBP, EUR and USD balances respectively (30 September 2022 and 31 March 2023: interest was charged at a fixed rate of 2.1408%, 1.4175% and 3.1925% on the GBP, EUR and USD balances respectively).

   Note 7:   Analysis of net debt 
 
                    (Audited) 
                        As at                                     As at 
                     31 March                 Exchange     30 September 
                         2023   Cash flow    movements             2023 
                       GBP000      GBP000       GBP000           GBP000 
-----------------  ----------  ----------  -----------  --------------- 
 Cash at bank           1,570         640            -            2,210 
 Bank borrowings     (15,795)           -         (60)         (15,855) 
                     (14,225)         640         (60)         (13,645) 
-----------------  ----------  ----------  -----------  --------------- 
 

Note 8: Called up share capital

 
                                                                (Audited) 
                                 As at             As at            As at 
                          30 September      30 September         31 March 
                                  2023              2022             2023 
                         No. of shares     No. of shares    No. of shares 
--------------------  ----------------  ----------------  --------------- 
 Ordinary shares of 
  1p 
 Shares in issue            93,898,378       100,260,575       99,483,575 
 Held in treasury           28,400,770        22,038,573       22,815,573 
--------------------  ----------------  ----------------  --------------- 
                           122,299,148       122,299,148      122,299,148 
--------------------  ----------------  ----------------  --------------- 
 

During the six months ended 30 September 2023 there were 5,585,197 shares bought back into treasury at a cost of GBP12,111,000 (six months ended 30 September 2022: 429,500 shares bought back into treasury at a cost of GBP994,000; year ended 31 March 2023: 1,616,500 shares bought back into treasury at a cost of GBP3,586,000).

During the six months ended 30 September 2023 no shares were issued from treasury (six months ended 30 September 2022: 1,165,000 shares were issued from treasury for net proceeds of GBP2,715,000; year ended 31 March 2023: 1,575,000 shares were issued from treasury for net proceeds of GBP3,631,000).

No shares were purchased for cancellation or cancelled from treasury in the current or prior periods.

Note 9: Fair value hierarchy

Under FRS 102, the company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

   -    Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; 

- Level 2: other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc); or

- Level 3: significant unobservable input (including the company's own assumptions in determining the fair value of investments).

The financial assets measured at fair value through profit and loss are grouped into the fair value hierarchy as follows:

 
                                                               (Audited) 
                                      As at            As at       As at 
                               30 September     30 September    31 March 
                                       2023             2022        2023 
                                     GBP000           GBP000      GBP000 
--------------------------  ---------------  ---------------  ---------- 
 Financial assets at 
  fair value through 
  profit or loss - Quoted 
  equities 
 Level 1                            219,848          235,338     234,362 
 Level 2                                  -                -           - 
 Level 3                                  -                -           - 
--------------------------  ---------------  ---------------  ---------- 
                                    219,848          235,338     234,362 
--------------------------  ---------------  ---------------  ---------- 
 

There have been no transfers between levels 1, 2, or 3 during the period (period to 30 September 2022 and year to 31 March 2023: nil).

Note 10: Interim financial report

The financial information contained in this half-yearly financial report does not constitute statutory accounts as defined in s434 - 6 of the Companies Act 2006. The financial information for the six months ended 30 September 2023 and 30 September 2022 has not been audited or reviewed.

The information for the year ended 31 March 2023 has been extracted from the latest published audited financial statements which have been filed with the Registrar of Companies. The report of the auditors on those accounts contained no qualification or statement under s498 (2), (3) or (4) of the Companies Act 2006.

A copy of the half-year report can shortly be downloaded at www.stsplc.co.uk .

Enquiries:

Juniper Partners Limited

Company Secretary

Email: companysecretary@stsplc.co.uk

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