SVM UK EMERGING FUND PLC
(the “Fund”)ANNUAL
FINANCIAL RESULTSFOR
THE YEAR ENDED 31 MARCH 2024
The
Board is pleased to announce the Annual Financial Results for the
year ended 31 March
2024.
The
full Annual Report and Financial Statements, Notice of Annual
General Meeting and Form of Proxy will be posted to shareholders
and be available shortly on the Manager's website at
www.svmonline.co.uk
Copies of the
Annual Report will be submitted to the FCA's National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
in
due course.
Highlights
-
Over the 12
months to 31 March 2024, net asset
value per share gained 4.0% to 96.73p compared to a return of 7.5%
in the chosen comparator, the IA UK Companies Sector Average. Over
the same period the share price fell 6.1%
-
Over the five
years to 31 March 2024, net asset
value has fallen 12.1% and the share price 26.8%, against the
comparator return of +24.0%
-
There was a
strong rebound in the market in general from October 2023 lows, with takeovers of a number of
mid cap companies
-
Smaller
companies again lagged the broader market averages
-
Portfolio
position numbers were reduced, emphasising liquidity
-
At
28 June 2024 net asset value was
96.99p
Financial
Highlights
|
Year
to
31
March
2024
|
Year
to
31
March
2023
|
Total
Return performance:
|
|
|
Net asset value
total return *
|
4.0%
|
-17.3%
|
Share price
total return *
|
-6.1%
|
-25.1%
|
Comparator (IA
UK All Companies Sector Average) **
|
7.5%
|
-1.9%
|
|
31
March
2024
|
31
March
2023
|
%
Change
|
Net asset value
per share (p)
|
96.73
|
93.03
|
4.0%
|
Share price
(p)
|
61.50
|
65.50
|
-6.1%
|
MSCI UK
Investable Market Index***
|
2,277.47
|
2,093.18
|
8.8%
|
Discount*
|
36.4%
|
29.6%
|
|
Gearing*
|
0.7%
|
9.3%
|
|
Ongoing charges
ratio:*
|
|
|
|
Investment
management fees****
|
0.30%
|
0.68%
|
|
Other operating
expenses
|
2.51%
|
2.32%
|
|
Total
|
2.81%
|
3.00%
|
|
Total Return
to
31 March 2024
(%)
|
1
Year
|
3
Years
|
5
Year
|
10
Years
|
Net Asset
Value
|
4.0%
|
-22.6%
|
-12.1%
|
30.8%
|
Comparator
**
|
7.5%
|
11.2%
|
24.0%
|
59.6%
|
*For a
definition of terms see the Glossary of Terms and Alternative
Performance Measures.
**The
comparator for the Fund is the IA UK All Companies Sector
Average.
*** The MSCI UK
Investable Market Index is a representative index of the UK Equity
Market.
****Further
information regarding investment management fees is included in
Note 11 to the accounts.
Investment
Objective
The
investment objective of SVM UK Emerging Fund plc (the “Fund” or the
“Company”) is long term capital growth from investments in smaller
UK companies. Its aim is to outperform the IA UK All Companies
Sector Average Index on a total return basis.
Chairmans
Statement
Over the year
to 31 March 2024, net asset value per
share gained 4.0% to 96.7p and the share price fell 6.1% compared
to a return of 7.5% in the chosen comparator, the IA UK Companies
Sector Average. The Board appreciates that the level of discount
(36.4% at 31 March 2024 and 29.6% at
31 March 2023) is unhelpful to
shareholders wishing to realise their investment. The Board will be
monitoring this carefully as the Company approaches its scheduled
vote on the Company’s continuation in 2025.
The
Company’s net asset value increased in the two months since the
year end to 96.99p at 28 June 2024
(total return, FE fundinfo, IA UK Companies Sector Average for
comparison purposes).
Review
of the year
The
year under review saw smaller companies fall to their worst
underperformance relative to the broader market indices in over 20
years, before a rebound began in October
2023. Despite improving prospects for the UK economy with
the expectation of a cut in interest rates, recovery in recent
months has been moderate and sentiment towards UK equities remains
subdued. The performance of smaller companies has lagged that of
medium and large companies over the past 10 years. This pattern is
not unique to the UK - smaller companies have underperformed large
companies in most developed countries. However, the portfolio has
benefited from some UK companies making plans to move their primary
listings to Wall Street with the prospect of higher valuations.
Also, a noticeable pickup in merger activity and takeovers of UK
smaller and medium sized companies has brought some life back into
the smaller company sector.
The
strongest contributions to performance over the year were Dechra
Pharmaceuticals, 4Imprint Group, CRH, Howden Joinery and
Intercontinental Hotels Group. Dechra, Instem and Kape Technologies
were taken over. Merger and acquisition activity points to
recognition that share prices of some successful British businesses
have become attractive as acquisition targets.
Negatives
included Watches of Switzerland,
JD Sports Fashion, FDM Group, XP Power and Impax Asset
Management.
Over the 12
months the number of positions in the portfolio was reduced from 62
to 45 and gearing was gradually unwound from 109.3% to an almost
ungeared position of 100.7% market exposure at the end of the
period. New purchases included Integrafin, Tesco, IMI, Conduit and
Marks & Spencer, and significant additions were made to
existing investments in Howdens, Boku, Segro and Serco. Complete
sales were made of Dianomi, Rentokil, Oxford Instruments, Spectris,
RS Group, Loungers, Entain, Treatt and JD Sports
Fashion.
Reducing the
number of holdings has made little change to sector weightings or
the concentration in the largest ten positions. Representation of
banks, commodities and pharmaceuticals amongst smaller and medium
sized companies is low and accordingly the Fund has little
investment in these areas.
Annual
General Meeting
The
Annual General Meeting will be held on Friday 6th September 2024 at SVM Asset Management
Limited's offices in Edinburgh. At
the last General Meeting, shareholders approved powers for the
Company to issue shares and to buy back for cancellation, or to
hold in treasury. Your Board has directed the Manager to implement
this arrangement, operating within Board guidelines and approvals.
This was intended to improve liquidity in our shares, and your
Board did not expect this overall to be dilutive to shareholders.
With effect from 1 September 2023 the
Manager agreed to waive its management fee until further notice.
This was in recognition of the higher than usual level of expenses
in the Company. This will be reviewed if circumstances change. On
1 December 2023 the full Investment
Management and Secretarial Agreement was transferred from SVM Asset
Management Ltd to River Global Investors LLP by deed of novation.
There was no change to the terms of the agreement.
The
Board and Manager are committed to investing in a responsible
manner and the Manager embeds Environmental, Social and Governance
considerations into the research and analysis undertaken as part of
the investment process.
Outlook
The
evidence suggests that the UK is now well past peak inflation with
some improving lead indicators. Valuations suggest that there is a
substantial opportunity in many UK smaller companies today. Some
larger companies are included in the portfolio to assist overall
liquidity and participate in some favourable trends and business
characteristics not readily available in smaller
companies.
The
portfolio focuses on resilient growing businesses, typically with a
competitive edge in their sector or niche that helps growth and
assists in protecting profit margins. The Fund is positioned to
benefit from an improving UK economy and recovery of interest by
international investors. The Fund remains fully
invested.
Peter Dicks
Chairman
30 July 2024
Manager’s
ReviewSummary
The
twelve months under review saw UK shares initially lag other major
markets, with poor sentiment towards UK smaller companies in
particular. These concerns peaked as the UK economy began a weak
final quarter in 2023. The Fund lagged the broader indices that
have greater emphasis on larger companies. However, a stock market
recovery began in October 2023,
helped by the prospect of interest rate cuts in 2024. The global
economic outlook has improved in recent months, despite heightened
international tension and conflicts. Although UK government
borrowing is high, the economy is resilient, and data now suggests
that growth and inflation are running much in line with the
European averages, following a weaker recovery from the pandemic.
The principal UK concerns are high inflation in the service sector,
a rising benefits cost and a need to address public sector
productivity. Business investment, which had flatlined in the
period after the Brexit vote has recently begun to show signs of
recovery. Corporate balance sheets are generally sound and
businesses, with the UK labour market still relatively tight, are
taking the opportunity to invest.
The
UK Consumer is in reasonably good health. UK households have been -
since mid-2021 - without net debt. Current savings data and
consumer lending activity do not signal an imminent deterioration
in this position. The 2023 pressures of rising interest rates and
inflation draining consumer confidence are easing. Mortgage costs
and food inflation should become a lower burden on households as
the year progresses, with real wage growth now positive. The
unemployment rate remains relatively low by historical measures.
During 2024, consumer sentiment should be further boosted by
sizable benefit and state pension increases, alongside a higher
minimum wage.
Portfolio review and investment strategy
The
Fund emphasises businesses assessed by the Manager as having a
credible growth strategy that management can deliver. Typically,
this involves a competitive edge in their sector or niche that
helps growth and assists in protecting profit margins. Recognising
the medium to longer term potential of these businesses, portfolio
turnover is lower than the industry average. The aim is to follow
smaller and medium sized companies as they grow to a size that
attracts more institutional investment and research coverage, with
the potential to improve valuation and liquidity. Some larger
companies are included in the portfolio to assist overall liquidity
and participate in some favourable trends and business
characteristics not readily available in smaller
companies.
Repositioning
of the portfolio has recognised stewardship and sustainability. The
Manager’s approach to investing integrates environmental, social
and governance analysis into its day-to-day investment activities,
and this combined with an active engagement approach seeks to
influence change and better practices from the companies in which
it invests. Companies with successful business models are usually
transparent in their accounting and reporting and communicate their
strategy.
During the 12
months under review, all resolutions of portfolio companies were
reviewed in terms of corporate sustainability and governance. All
voting on behalf of the Fund is recorded, along with independent
governance advice. On several occasions voting was against or
withheld despite recommendations from the company boards involved.
The contentious issues involved remuneration, financial statements
and pre- emption rights. Sadly, governance concerns were often
greatest within very small ‘microcap’ companies that should be even
more focused on engaging with shareholders in order to secure
growth capital. As a result, several microcap holdings were sold
during the year with the result that overall portfolio liquidity
has been improved. Good stewardship of shareholders’ capital is key
to longer term growth; Greggs and Games Workshop Group are examples
in the portfolio of businesses that have been managed to deliver
long term growth with sustainable management of capital.
Ten
new holdings were added during the twelve months. The portfolio
includes two non-life insurers, Beazley and Conduit, together
representing just under 7% of the total portfolio value. Conduit
was a new investment during the year. It is capitalised at £870m
and is benefitting from higher underwriting income helped by a
favourable industry background. It has reported that it is seeing
good opportunity to deploy capital. Beazley is capitalised at
£4.5bn and in early 2024 it reported record earnings and favourable
underwriting conditions.
During the year
additional investment was made in digital payments business, Boku.
Capitalised at £550m and UK-listed, it is US headquartered and
services clients internationally, with an emphasis on emerging
markets that offer growth and less competition. Boku has seen
upgrades to profits expectations and its shares, although
premium-rated, are at a discount to larger international
competitors.
The
sole investment in healthcare is Kooth, a provider of digital
services assisting youth mental well-being. Although a UK smaller
company, Kooth operates in the US as well as the UK, and in early
2024 it reported record revenues.
Top
5
Contributors
to
Absolute
Performance
(%)
Company
name
|
Contribution
|
DECHRA
PHARMACEUTICALS
|
1.30
|
4IMPRINT
GROUP
|
1.17
|
CRH
|
1.15
|
HOWDEN
JOINERY
GROUP
|
0.95
|
INTERCONTINENTAL
HOTELS
GROUP
|
0.81
|
Bottom
5
Contributors
to
Absolute
Performance
(%)
Company
name
|
Contribution
|
MICROLISE
GROUP
|
-0.59
|
KAINOS
GROUP
|
-0.58
|
RENTOKIL
INITIAL
|
-0.57
|
ENTAIN
|
-0.54
|
TEAM17
GROUP
|
-0.48
|
Outlook
Consumer and
business confidence are improving in the UK. Low valuations
relative to long term averages point to opportunity from investing
in UK smaller companies today. Historically, in this phase of the
economic cycle – with broadening recovery and the prospect of
interest rate cuts - smaller companies have started to outperform.
There is also a market pattern of increasing takeover bid activity,
particularly in mid-caps, suggesting some share prices had fallen
below true commercial value. The companies in the portfolio
typically benefit from economic growth.
There is the
prospect of the Bank of England,
together with its US and EU counterparts, cutting interest rates
later this year. Central banks appear alert to the risk that
inflation could fall below targets as some disinflationary forces
remain. In the UK, the general election has brought further debate
on the need for economic growth and this should be a positive
background for consumer discretionary sectors and housebuilding,
despite the possibility of higher taxes. UK growth should
accelerate in 2025, and the portfolio is fully invested, with
exposure to companies that should benefit from this improving
background. Recent updates from most portfolio companies have been
positive. The portfolio emphasises exposure to businesses with
strong competitive positions and potential for organic
growth.
Colin McLean
Investment
Manager
30 July 2024
Analysis
of Investment Portfolio
Sector
analysis*
**
|
%
|
|
Listing*
|
%
|
|
Market
Capitalisation*
|
%
|
Industrials
Financials
Consumer
Discretionary
Consumer
Staples Communication Services
Real
Estate
Information
Technology
Materials
Healthcare
|
28.4
17.9
17.2
10.1
8.3
8.0
5.7
2.9
1.5
|
|
Main
Market
AIM
Other
|
87.5
12.5
-
|
|
Mid
Small
Large
|
46.8
36.2
17.0
|
*Analysis is of
gross exposure
**
Sector analysis categories are per the Industry Classification
Benchmark
|
|
Investment
Portfolio
As
at 31 March 2024
|
Market
Exposure
|
|
Market
Exposure
|
2024
|
%
of Net
|
2023
|
Name
|
£000
|
Assets
|
£000
|
1
4Imprint Group
|
301
|
5.2
|
335
|
2
Howden Joinery Group
|
217
|
3.7
|
154
|
3
Beazley
|
208
|
3.6
|
187
|
4
Unite Group
|
197
|
3.4
|
192
|
5
Boku
|
182
|
3.2
|
67
|
6
Serco Group
|
179
|
3.1
|
110
|
7
Ashtead Group
|
176
|
3.0
|
155
|
8
Games Workshop Group
|
175
|
3.0
|
140
|
9
Experian
|
173
|
3.0
|
133
|
10
CRH
|
169
|
2.9
|
–
|
Ten
largest Investments
|
1,977
|
34.1
|
|
11
Conduit
|
165
|
2.8
|
–
|
12
Jet2
|
164
|
2.8
|
150
|
13
Compass Group
|
163
|
2.8
|
–
|
14
Alpha Group International
|
161
|
2.8
|
321
|
15
Cranswick
|
160
|
2.8
|
66
|
16
IMI
|
158
|
2.7
|
–
|
17
Computacenter
|
156
|
2.7
|
89
|
18
Marks & Spencer Group
|
154
|
2.7
|
–
|
19
Intercontinental Hotels Group
|
152
|
2.6
|
–
|
20
Tesco
|
151
|
2.6
|
–
|
Twenty
largest investments
|
3,561
|
61.4
|
|
21
Whitbread *
|
150
|
2.6
|
66
|
22
Keystone Law Group
|
148
|
2.6
|
115
|
23
Londonmetric Property
|
144
|
2.5
|
70
|
24
JTC
|
134
|
2.3
|
–
|
25
Man Group
|
134
|
2.3
|
59
|
26
Segro
|
124
|
2.1
|
53
|
27
Hilton Food Group
|
124
|
2.1
|
102
|
28
Greggs
|
121
|
2.1
|
–
|
29
Renew
|
118
|
2.1
|
86
|
30
Flutter Entertainment *
|
113
|
1.9
|
145
|
Thirty
largest investments
|
4,871
|
84.0
|
|
Other
investments (15 holdings)***
|
954
|
16.5
|
|
CFD
positions
|
(389)
|
(6.7)
|
|
CFD
unrealised gains
|
49
|
0.8
|
|
Total
investments
|
5,485
|
94.6
|
|
CFD
unrealised losses
|
(9)
|
(0.2)
|
|
Net
current assets **
|
323
|
5.6
|
|
Net
assets
|
5,799
|
100.0
|
|
*Investment
held as Contract for Difference ("CFD").
**
Net current assets per this table do not include CFD unrealised
losses as these are disclosed separately for clarity. These losses
are included in creditors in the balance sheet and are therefore
included within net current assets in the balance sheet.
***
Includes CFDs.
Market exposure
for equity investments held is the same as fair value and for CFDs
held is the market value of the underlying shares to which the
portfolio is exposed via the contract. The investment portfolio is
grossed up to include CFDs and the net CFD position is then
deducted in arriving at the net asset total. Further information is
given in note 6 to the Financial Statements.
A
full portfolio listing as at 31 March
2024 is detailed on the website.
Strategic
Report
The
Directors are pleased to submit the Strategic Report for the year
to 31 March 2024. The information set
out on in the Chairman’s Statement and the Manager’s Review will
form part of the Strategic Report.
Investment
Objective
The
investment objective of the Fund is long term capital growth from
investments in medium-sized and smaller UK companies. Its aim is to
outperform the IA UK All Companies Sector Average on a total return
basis.
Investment
Policy and Gearing Policy
The
Fund aims to achieve its objective and to diversify risk by
investing in shares and related instruments, controlled by a number
of limits on exposures. Appropriate guidelines for the management
of the investments, gearing and financial instruments have been
established by the Board. Limits are expressed as percentages of
shareholders’ funds, measured at market value.
Although the
comparator is the IA UK Companies Sector Average, the pursuit of
the investment objective may involve exposure to companies on
various exchanges and to unlisted investments. A high conviction
investment approach is employed, which can involve strong sector or
thematic positions.
No
individual investment will exceed 10% of the portfolio on
acquisition. Total exposure to unlisted shares is also limited to a
maximum of 25% of the portfolio and, historically, has been
considerably less. The Board has instructed the Manager not to make
any new investments into unlisted shares. The two unlisted shares
held in the portfolio during the year were valued at
nil.
The
Fund has the ability to borrow money to enhance returns. This
gearing can enhance benefits to shareholders but, if the market
falls, losses may be greater. The level of gearing, including the
use of derivatives, is closely monitored by the Manager and the
Board has set an upper limit of a total of 30% of net assets. It
may also sell parts of the share portfolio and hold cash or other
securities when there may be a greater risk of falling stock
markets.
The
Board has granted the Manager a limited authority to invest in
Contracts for Difference (“CFDs”) (long positions) and similar
instruments as an alternative to holding actual shares. This means
that the gross cost of investment is not incurred. The total effect
of such gearing (bank borrowings plus the gross exposure of long
positions less any hedging) is limited to a total of 30% of the
Fund’s net asset value. Additional limits have also been set on
individual hedging to assist risk control. The use of CFDs involves
counterparty credit risk.
The
Fund may also make use of hedging as an additional investment tool.
To help reduce the potential for stock market weakness to adversely
impact the portfolio, the Board has granted the Manager limited
authority to hedge risks, within specified limits and to a maximum
of 15% of the total portfolio. Such hedging (short positions) may
be conducted through CFDs or other index instruments.
Hedging can be
used to facilitate adjustment of the portfolio at a time of
economic uncertainty or increased risk. It is only used
occasionally and aids flexibility and can allow exposure to a
sector to be reduced with less disruption to the underlying long
term portfolio. However, in a rising stockmarket, this may
adversely impact performance.
The
Fund does not normally invest in fixed rate securities other than
securities that are convertible into equity. The Fund may, however,
invest in short dated Government Securities as an alternative to
holding cash.
Strategy
and Business Model
The
Fund is an investment trust which invests in accordance with its
objective and investment policy as set out above. It has no
employees and outsources the management of its investment portfolio
to the Manager. The Board of the Fund is ultimately responsible for
the stewardship of the Company’s affairs and risks, acting in the
interests of shareholders.
The
Fund is required to comply with the Companies Act, the UK Listing
Rules and applicable accounting standards. In addition to the
formal annual financial statements, interim accounts and interim
management statements, it publishes monthly asset values and
quarterly factsheets.
Key
Performance Indicators
The
Directors consider a number of key performance indicators (“KPIs”)
to measure the Fund’s success in achieving its objectives. The KPIs
used to measure the performance and development of the Fund are the
Net Asset Value per share (“NAV”), share price performance and the
discount. The Board assesses these on a regular basis. Further
information on these indicators is detailed in the Highlights page,
Chairman’s Statement, the Manager’s website www.river.global and
quarterly factsheets. The Board also reviews the performance of the
Fund against its peers.
Historical
record Year to 31 March
|
NAV
per
Share
(p)
|
Share
Price
(p)
|
Total
Return
(p)
|
Rating
Discount
|
2010
|
68.53
|
50.00
|
23.80
|
27.0%
|
2011
|
87.36
|
63.00
|
18.83
|
27.9%
|
2012
|
71.47
|
55.00
|
(15.89)
|
23.0%
|
2013
|
53.90
|
43.00
|
(17.57)
|
20.2%
|
2014
|
73.93
|
57.75
|
20.03
|
21.9%
|
2015
|
75.38
|
59.00
|
1.45
|
21.7%
|
2016
|
81.47
|
62.50
|
6.09
|
23.3%
|
2017
|
94.25
|
67.50
|
12.78
|
28.4%
|
2018
|
112.05
|
90.00
|
17.80
|
19.7%
|
2019
|
110.06
|
84.00
|
(1.99)
|
23.7%
|
2020
|
81.88
|
70.00
|
(28.20)
|
14.5%
|
2021
|
125.00
|
99.50
|
43.12
|
20.4%
|
2022
|
112.51
|
87.50
|
(12.49)
|
22.2%
|
2023
|
93.03
|
65.50
|
(19.48)
|
29.6%
|
2024
|
96.73
|
61.50
|
3.70
|
36.4%
|
Results
The
total profit for the year of £222,000 (2023: loss of £1,168,000)
has been transferred to reserves. No dividend has been declared.
The net asset value total return was 4.0% for the year. At
31 March 2024, the net asset value
per share was 96.73p and the share price was 61.50p. The Chairman’s
Statement and Manager’s review include a review of the main
developments during the year.
Portfolio
Analysis
An
analysis of the Fund’s portfolio is provided on the page entitled
‘Investment Portfolio’ and in the Manager’s Review.
Principal
Risks and Uncertainties
The
Directors carry out a robust assessment of the Company's emerging
and principal risks including reviewing the policies implemented
for identifying and managing the principal risks faced by the
Company.
Many of the
Company’s investments are in small companies and may be seen as
carrying a higher degree of risk than their larger counterparts.
These risks are, where practical, mitigated through portfolio
diversification, in- depth company analysis, the experience of the
Manager and a rigorous internal control culture. Further
information on the internal controls operated for the Company is
detailed in the Report of the Directors.
The
principal risks facing the Company relate to the investment in
financial instruments and include market, liquidity, credit and
interest rate risk. An explanation of these risks and how they are
mitigated is explained further under “Financial”. Additional risks
faced by the Fund are summarised below.
Emerging risks
– are risks that could have a future impact on the Company. The
Board considers that emerging risks exacerbate existing identified
risks e.g. market risk, rather than themselves being new risks. The
Managers subscribe to a range of daily investment research,
including macro issues. The investment team digest this and assess
whether any developments represent new or growing risks. The
directors bring their own intelligence into board meetings as
context for the manager. Whilst there were no new specific emerging
risks added to the risk register during the year, certain other
risks have continued to develop or recede, with the conflict
between Russia and Ukraine being an example that continues to be
considered. The Board recognise the impact of inflationary
pressures and rising interest rates as established
risks.
Investment
strategy – The risk that
an inappropriate investment strategy may lead to the Fund
underperforming its comparator, for example in terms of share
selection, asset allocation or gearing. The Board has given the
Manager a clearly defined investment mandate which incorporates
various risk limits regarding levels of borrowing and the use of
derivatives. The Manager invests in a diversified portfolio of
holdings and monitors performance with respect to the comparator.
The Board regularly reviews the Fund’s investment mandate and long
term strategy. This is a stable risk.
Discount
–
The risk that a disproportionate widening of discount in comparison
to the Fund’s peers may result in loss of value for shareholders.
The discount varies depending upon performance, market sentiment
and investor appetite. The Board regularly reviews the discount and
the Fund operates a share buy-back programme. The Board acknowledge
the discount rate has widened and, by virtue of that in isolation,
assess that the associated risk has increased during the
year.
Accounting,
Legal and Regulatory – Failure to
comply with applicable legal and regulatory requirements could lead
to a suspension of the Fund’s shares, fines or a qualified audit
report. In order to qualify as an investment trust the Fund must
comply with section 1158 of the Corporation Tax Act 2010 (“CTA”).
Failure to do so may result in the Fund losing investment trust
status and being subject to corporation tax on realised gains
within the Fund’s portfolio. The Manager monitors movements in
investments, income and expenditure to ensure compliance with the
provisions contained in section 1158. Breaches of other
regulations, including the Companies Act 2006, the Listing Rules of
the UK Listing Authority or the Disclosure and Transparency Rules
of the UK Listing Authority, could lead to regulatory and
reputational damage. The Board relies on the Manager and its
professional advisers to ensure compliance with section 1158 CTA,
Companies Act 2006 and the United Kingdom Listing Authority Rules.
This is a stable risk.
Operational
–
The risk of loss resulting from inadequate or failed internal
processes, people and systems or from external events. The Fund has
no employees and relies upon the services provided by third
parties. The Manager has comprehensive internal controls and
processes in place to mitigate operational risks. Risk controls are
monitored by their assigned owner with oversight from the Manager’s
risk and compliance function as part of the Manager’s risk and
control framework, which is reviewed at least annually. This is a
stable risk.
Corporate
Governance and Shareholder Relations – The risk
that the Company fails to meet legal, regulatory or best practice
requirements in respect of corporate governance, resulting in a
legal or regulatory breach or censure with the potential for being
held to not having had due regard to the interests of shareholders.
Details of the Fund’s compliance with corporate governance best
practice, including information on relations with shareholders, are
set out in the Directors’ Statement on Corporate Governance. This
is a stable risk.
Financial
–
The Fund’s investment activities expose it to a variety of
financial risks including:
Market
risk
The
risk that the Fund may suffer a loss arising from adverse movements
in the fair value or future cash flows of an investment. Market
risks include changes to market prices, interest rates and currency
movements. The Fund invests in a diversified portfolio of holdings
covering a range of sectors. The Manager conducts continuing
analysis of holdings and their market prices with an objective of
maximising returns to shareholders. Asset allocation, share
selection and market movements are reported to the Board on a
regular basis. This risk is variable, which is assessed by the
Board and the Manager throughout the year and is considered as
broadly stable.
Liquidity
risk
The
risk that the Fund may encounter difficultly in meeting obligations
associated with financial liabilities. The Fund is permitted to
invest in shares traded on AIM or similar markets; these tend to be
in companies that are smaller in size and by their nature less
liquid than larger companies. The Manager conducts continuing
analysis of the liquidity profile of the portfolio and the Fund
maintains an overdraft facility to ensure that it is not a forced
seller of investments. This risk is variable, depending on the
liquidity of the underlying investments and is assessed by the
Board and the Manager throughout the year and is considered as
broadly stable.
Credit
risk
The
risk that the counterparty to a transaction fails to discharge its
obligation or commitment to the transaction resulting in a loss to
the Fund. Investment transactions are entered into using brokers
that are on the Manager’s approved list, the credit ratings of
which are reviewed periodically in addition to an annual review by
the Manager’s board of directors. The Fund’s principal bankers are
State Street Bank & Trust Company and the main broker for CFDs
is UBS.
Interest
rate risk
The
risk that interest rate movements may affect the level of income
receivable on cash deposits. At most times the Fund operates with
relatively low levels of gearing, this has and will only be
increased where an opportunity exists to substantially add to the
net asset value performance. The Board note the increase in
interest rates but assess the risk as stable.
The
Board seeks to mitigate and manage these risks through continuous
review, policy setting and enforcement of contractual obligations.
The Board receives both formal and informal reports from the
Manager and third party service providers addressing these risks.
The Board believes the Fund has a relatively low risk profile as it
has a simple capital structure; invests principally in UK quoted
companies; does not use derivatives other than CFDs and uses well
established and creditworthy counterparties. The capital structure
comprises only ordinary shares that rank equally. Each share
carries one vote at general meetings.
Statement
of Directors’ Responsibilities in Respect of the Financial
Statements
The
Directors are responsible for preparing the Annual Report, the
Directors’ Remuneration Report and the Financial Statements in
accordance with applicable law and regulations. Company law
requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors prepared the
financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards
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 Fund
and of its gain or loss for that period. In preparing these
financial statements, the Directors are required to:
• select
suitable accounting policies and then apply them
consistently;
• make
judgements and accounting estimates that are reasonable and
prudent;
• state
whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the
financial statements; and
• prepare
the financial statements on the going concern basis, unless it is
inappropriate to presume the Fund will continue in
business.
The
Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Fund’s transactions and
disclose with reasonable accuracy at any time the financial
position of the Fund and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Fund and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The
Directors have delegated responsibility to the Manager for the
maintenance and integrity of the Fund’s corporate and financial
information included on the Manager’s website. The work carried out
by the Auditor does not involve consideration of these matters and,
accordingly, the Auditor accepts no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website. Legislation in the UK governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
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 Fund’s
performance, business model and strategy.
The
Directors each confirm to the best of their knowledge
that:
• the
financial statements, prepared in accordance with the applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and gain or loss of the Fund
and;
• the
Strategic Report includes a fair review of the development and
performance of the business and the position of the Fund together
with a description of the principal risks and uncertainties that it
faces.
By
Order of the Board
Peter Dicks
Chairman
30 July 2024
Income
Statement
for
the year to 31 March 2024
|
Notes
|
Revenue
£000
|
Capital
£000
|
Total
£000
|
Net
gain on investments at fair value
|
6
|
–
|
272
|
272
|
Income
|
1
|
140
|
–
|
140
|
Investment
management fees
|
2
|
–
|
(17)
|
(17)
|
Other
expenses
|
3
|
(143)
|
–
|
(143)
|
(Loss)/Gain
before finance costs
|
|
|
|
|
and
taxation
|
|
(3)
|
255
|
252
|
Finance
costs
|
|
(30)
|
–
|
(30)
|
(Loss)/Gain
on ordinary activities
|
|
|
|
|
before
taxation
|
|
(33)
|
255
|
222
|
Taxation
|
4
|
–
|
–
|
–
|
(Loss)/Gain
attributable to ordinary
|
|
|
|
|
shareholders
|
|
(33)
|
255
|
222
|
(Loss)/Gain
per Ordinary Share
|
5
|
(0.55)p
|
4.25p
|
3.70p
|
for
the year to 31 March 2023
|
|
|
|
|
|
Notes
|
Revenue
£000
|
Capital
£000
|
Total
£000
|
Net
loss on investments at fair value
|
6
|
–
|
(1,065)
|
(1,065)
|
Income
|
1
|
104
|
–
|
104
|
Investment
management fees
|
2
|
–
|
(42)
|
(42)
|
Other
expenses
|
3
|
(143)
|
–
|
(143)
|
Loss
before finance costs
|
|
|
|
|
and
taxation
|
|
(39)
|
(1,107)
|
(1,146)
|
Finance
costs
|
|
(22)
|
–
|
(22)
|
Loss on
ordinary activities
|
|
|
|
|
before
taxation
|
|
(61)
|
(1,107)
|
(1,168)
|
Taxation
|
4
|
–
|
–
|
–
|
Loss
attributable to ordinary
|
|
|
|
|
shareholders
|
|
(61)
|
(1,107)
|
(1,168)
|
Loss
per Ordinary Share
|
5
|
(1.02)p
|
(18.46)p
|
(19.48)p
|
The
Total column of this statement is the profit and loss account of
the Fund. All revenue and capital items are derived from continuing
operations. No operations were acquired or discontinued in the
year. A Statement of Comprehensive Income is not required as all
gains and losses of the Fund have been reflected in the above
statement.
Balance
Sheet
as
at 31 March 2024
|
|
|
|
2024
|
2023
|
|
Notes
|
£000
|
£000
|
Fixed
Assets
|
|
|
|
Investments at
fair value through profit or loss
|
6
|
5,485
|
4,882
|
|
|
|
|
Current
Assets
|
|
|
|
Debtors
|
7
|
174
|
897
|
Cash at bank
and on deposit
|
|
348
|
375
|
Total
current assets
|
|
522
|
1,272
|
Creditors:
amounts falling due within one year
|
8
|
(208)
|
(577)
|
Net
current assets
|
|
314
|
695
|
|
|
|
|
Total
assets less current liabilities
|
|
5,799
|
5,577
|
|
|
|
|
Capital
and Reserves
|
|
|
|
Share
capital
|
9
|
300
|
300
|
Share
premium
|
|
314
|
314
|
Special
reserve
|
|
5,136
|
5,136
|
Capital
redemption reserve
|
|
27
|
27
|
Capital
reserve
|
|
649
|
394
|
Revenue
reserve
|
|
(627)
|
(594)
|
Equity
shareholders’ funds
|
|
5,799
|
5,577
|
|
|
|
|
Net
asset value per Ordinary Share
|
5
|
96.73p
|
93.03p
|
Approved and
authorised for issue by the Board of Directors on 30 July 2024 and signed on its behalf by
Peter Dicks, Chairman. Company
registered number: SC211841
Statement
of Changes in Equity
for
the year to 31 March 2024
|
Share
capital
|
Share
premium
|
Special
reserve*
|
Capital
redemption reserve**
|
Capital
reserve**
|
Revenue
reserve*
|
Total
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
As
at 1 April 2023
|
300
|
314
|
5,136
|
27
|
394
|
(594)
|
5,577
|
Gain/(loss)
attributable to shareholders
|
–
|
–
|
–
|
–
|
255
|
(33)
|
222
|
As
at 31 March 2024
|
300
|
314
|
5,136
|
27
|
649
|
(627)
|
5,799
|
for
the year to 31 March 2023
|
Share
capital
|
Share
premium
|
Special
reserve*
|
Capital
redemption reserve**
|
Capital
reserve**
|
Revenue
reserve*
|
Total
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
As
at 1 April 2022
|
300
|
314
|
5,136
|
27
|
1,501
|
(533)
|
6,745
|
Loss
attributable to shareholders
|
–
|
–
|
–
|
–
|
(1,107)
|
(61)
|
(1,168)
|
As
at 31 March 2023
|
300
|
314
|
5,136
|
27
|
394
|
(594)
|
5,577
|
*Distributable
reserves comprise of the Special Reserve and the Revenue Reserve
and were £4,509,000 at 31 March 2024
(31 March 2023:
£4,542,000).
**Non-distributable
reserves comprise the Capital Redemption Reserve and Capital
Reserve and were £676,000 at 31 March
2024 (31 March 2023 :
£421,000).
Accounting
PoliciesBasis
of preparation
The
Financial Statements are prepared under the historical cost
convention, modified to include the revaluation of fixed asset
investments which are recorded at fair value, in accordance with
FRS 102, the “Financial Reporting Standard applicable in the UK and
Republic of Ireland” and under the AIC’s Statement of Recommended
Practice “Financial Statements of Investment Trust Companies and
Venture Capital Trusts” (SORP) issued in July 2022. The Directors have also prepared the
Financial Statements on a going concern basis and have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for at least twelve months from the date of
approval of these Financial Statements. In making their assessment
the Directors have reviewed income and expenditure projections,
reviewed the liquidity of the investment portfolio and considered
the Company's ability to meet liabilities as they fall due. This
conclusion also takes in to account the Directors' assessment of
the continuing risks emerging from the conflict in Ukraine. A shareholder vote on continuation of
the Fund is due in September 2025.
Shareholders amounting to c.30% have already indicated that they
are minded to vote in favour of continuing; additionally all
previous votes have been to continue with the Fund. The Board is
confident that the next vote will also be in favour. The Company is
exempt from presenting a Cash Flow Statement as a Statement of
Changes in Equity is presented and substantially all of the
Company’s investments are highly liquid and are carried at market
value.
Significant
judgements and estimates
Preparation of
financial statements can require management to make significant
judgements and estimates. There are no significant judgements or
sources of estimation uncertainty the Board considers need to be
disclosed.
Income
Dividend income
is included in the Income Statement on an ex-dividend basis and
includes dividends on both direct equity investments and synthetic
equity holdings via Contracts for Differences. Special dividends
are recorded on an ex-dividend basis and allocated to revenue or
capital in line with the underlying commercial circumstances of the
dividend payment. Interest receivable on bank balances is included
in the Income Statement on an accruals basis.
Expenses
and interest
Expenses and
interest payable are recognised on an accruals basis. All expenses
other than investment management fees are charged to
revenue.
Investment
management fees
Investment
management fees are allocated 100 per cent to capital. The
allocation is in line with the Board’s expected long-term return
from the investment portfolio. The terms of the investment
management agreement are detailed in the Report of the
Directors.
Taxation
Current tax is
provided at the amounts expected to be paid or received. Deferred
taxation is recognised in respect of all timing differences that
have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more or
a right to pay less tax in the future have occurred at the balance
sheet date measured on an undiscounted basis and based on enacted
or substantively enacted tax rates. This is subject to deferred tax
assets only being recognised if it is considered probable that
there will be suitable profits from which the future reversal of
the underlying timing differences can be deducted. Timing
differences are differences arising between the taxable profits and
the results as stated in the financial statements which are capable
of reversal in one or more subsequent periods.
Investments
The
investments have been categorised as ‘‘fair value through profit or
loss’’. All investments are held at fair value. For listed
investments this is deemed to be at bid prices. A Contract for
Difference (CFD) is a synthetic equity comprising of a future
contract to either purchase or sell a specific asset at a specified
future date for a specified price. The Company can hold long and
short positions in CFDs which are held at fair value, based on the
bid prices of the underlying securities in respect of long
positions, and the offer prices of the underlying securities in
respect of short positions. Profits and losses on CFDs are
recognised in the Income Statement as capital gains or losses on
investments at fair value. Dividends and interest on CFDs are
included in revenue income. The year end fair value of CFD
positions which are assets is included in fixed asset investments,
whilst the year end fair value of CFD positions which are
liabilities is included within current liabilites in Note 8.
Balances with brokers in respect of margin calls are included
within debtors in Note 7. Unlisted investments are valued at fair
value based on the latest available information and with reference
to International Private Equity and Venture Capital Valuation
Guidelines.
All
changes in fair value and transaction costs on the acquisition and
disposal of portfolio investments are included in the Income
Statement as a capital item. Purchases and sales of investments are
accounted for on trade date.
Financial
instruments
In
addition to the investment transactions described above, basic
financial instruments are entered into that result in recognition
of other financial assets and liabilities, such as investment
income due but not received, other debtors and other
creditors.
These financial
instruments are receivable and payable within one year and are
stated at cost less impairment.
Foreign
currency translation
Transactions
involving foreign currencies are converted at the rate ruling as at
the date of the transaction. Sterling is the functional currency of
the Fund and all foreign currency monetary assets and liabilities
are retranslated into Sterling at the rate ruling on the financial
reporting date.
Capital
reserve
Gains and
losses on realisations of fixed asset investments, and transactions
costs, together with appropriate exchange differences, are
accounted for within this reserve. All investment management fees,
together with any tax relief, are also taken to this reserve.
Increases and decreases in the valuation of fixed asset investments
are recognised in this reserve.
Special
reserve
On
29 June 2001, the court approved the
redesignation of the Share Premium Account, at that date, as a
fully distributable Special Reserve.
Capital
redemption reserve
This reserve
represents the nominal value of own shares bought back.
Revenue
reserve
Retained
revenue profits and losses, are accounted for in this fully
distributable reserve.
Share
capital
This account
represents, allotted, issued and fully paid up shares of 5p
each.
Share
premium
This account
represents the value received for issuing shares in excess of the
nominal value of 5p per share.
Notes
to the Financial Statements
|
2024
|
2023
|
£000
|
£000
|
1. Income |
|
|
Income from
shares and securities
|
|
|
–
dividends
|
138
|
103
|
–
interest
|
2
|
1
|
|
140
|
104
|
2.
Investment management fees |
|
|
Investment
management fees
|
17
|
42
|
3.
Other expenses |
|
|
Revenue
|
|
|
General
expenses
|
75
|
79
|
Directors’
fees
|
25
|
25
|
Auditor’s
remuneration
|
43
|
39
|
|
143
|
143
|
4.
Taxation |
|
|
Current
taxation
|
–
|
–
|
Deferred
taxation
|
–
|
–
|
Total taxation
charge for the year
|
–
|
–
|
|
|
|
The
tax assessed for the year is different from the standard small
company rate of corporation tax in the UK. The differences are
noted below:
|
2024
|
2023
|
|
£000
|
£000
|
Gain/(loss) on
ordinary activities before taxation
|
222
|
(1,168)
|
Corporation tax
(25%, 2023 – 19%)
|
56
|
(222)
|
Effects
of:
Non
taxable UK dividends
|
(25)
|
(15)
|
(Gains)/losses
on CFD
|
(125)
|
25
|
Non
taxable investment losses on CFD
|
57
|
177
|
Non
taxable overseas dividends
|
(4)
|
(1)
|
Movement in
deferred tax rate on excess management charges
|
–
|
(11)
|
Movement in
unutilised management expenses and NTLR deficits
|
41
|
47
|
Total taxation
charge for the year
|
–
|
–
|
At
31 March 2024, the Fund had
unutilised management expenses and non trade loan relationship
(“NTLR”) deficits of £1,988,000 (2023 – £1,824,000).
A
deferred tax asset of £497,000 (2023 – £456,000) has not been
recognised on the unutilised management expenses as it is unlikely
that there would be suitable taxable profits from which the future
reversal of the deferred tax asset could be deducted.
5.
Returns per share
Returns per
share are based on a weighted average of 5,995,000 (2023 -
5,995,000) ordinary shares in issue during the year, not held in
Treasury.
Total return
per share is based on the total gain for the year of £222,000 (2023
- loss of £1,168,000). Capital return per share is based on the net
capital gain for the year of £255,000 (2023 - loss of
£1,107,000).
Revenue return
per share is based on the revenue loss after taxation for the year
of £33,000 (2023 - loss of £61,000).
The
net asset value per share is based on the net assets of the Fund of
£5,799,000 (2023 - £5,577,000) divided by the number of shares in
issue at the year end as shown in note 9.
|
2024
|
2023
|
£000
|
£000
|
6. Investments at fair value through profit or loss |
|
|
|
|
Listed
investments and CFDs
|
|
|
5,485
|
4,882
|
Unlisted
investments
|
|
|
–
|
–
|
Valuation as at
end of year
|
|
|
5,485
|
4,882
|
|
Listed
£000
|
Unlisted
£000
|
Total
£000
|
|
Opening book
cost
|
3,944
|
159
|
4,103
|
5,093
|
Opening
investment holding gains/(losses)
|
938
|
(159)
|
779
|
1,315
|
Opening fair
value*
|
4,882
|
–
|
4,882
|
6,408
|
Analysis
of transactions made during the year
Purchases at
cost
|
1,994
|
–
|
1,994
|
513
|
Sales proceeds
received**
|
(1,147)
|
(18)
|
(1,165)
|
(1,106)
|
(Losses)/gains
on investments***
|
(244)
|
18
|
(226)
|
(933)
|
Closing
fair value
|
5,485
|
–
|
5,485
|
4,882
|
Closing book
cost
|
4,005
|
(141)
|
4,146
|
4,103
|
Closing
investment holding gains/(losses)
|
1,480
|
(141)
|
1,339
|
779
|
Closing
fair value****
|
5,485
|
–
|
5,485
|
4,882
|
(Losses)/gains
on investments
|
(244)
|
18
|
(226)
|
(933)
|
Movement in CFD
current liability
|
498
|
–
|
498
|
(132)
|
Net
gains/(losses) on investments at fair value
|
254
|
18
|
272
|
(1,065)
|
The
transaction costs in acquiring investments during the year were
£9,000 (2023: £3,000). For disposals, transaction costs were £2,000
(2023: £2,000).
The
company received £1,165,000 (2023: £1,106,000) from investments
sold in the year. The book cost of these investments when they were
purchased was £1,951,000 (2023: £1,503,000). These investments have
been revalued over time and, until they were sold, any unrealised
gains/losses were included in the fair value of the
investments.
*Opening fair
value of £4,882,000 includes £22,000 of CFD gains.
**Sale proceeds
received of £1,165,000 includes a negative balance of £712,000 in
relation to losses on CFDs.
***Losses on
investments of £226,000 includes a balance of £712,000 in relation
to losses on CFDs, £75,000 in relation to losses on sales and
£561,000 in relation to unrealised gains on investment
holdings.
****Closing
fair value of £5,485,000 includes £49,000 of CFD gains.
|
2024
|
2023
|
£000
|
£000
|
7. Debtors |
|
|
Investment
income receivable
|
19
|
13
|
Amounts
receivable relating to CFDs – being cash held at broker
|
135
|
868
|
Prepayments
|
15
|
13
|
Taxation
|
5
|
3
|
|
174
|
897
|
8. Creditors: amounts falling due within one year |
|
|
Amounts due to
broker relating to CFDs
|
9
|
507
|
Due
to the Manager
|
32
|
10
|
Other
creditors
|
167
|
60
|
|
208
|
577
|
9. Share capital |
|
|
Allotted,
issued and fully paid
6,005,000
ordinary 5p shares (2023 - 6,005,000)
|
300
|
300
|
|
|
|
|
As
at the date of publication of this document, there was no change in
the issued share capital and each ordinary share carries one vote,
other than the 10,000 shares held in treasury which carry no voting
rights.
During current
and prior year there were no Ordinary Shares bought
back.
10.
Financial instrumentsRisk
Management
The
Fund’s investment policy is to hold investments, CFDs and cash
balances with gearing being provided by the use of CFDs and a bank
overdraft arranged with State Street Bank and Trust Company. 100%
(2023: 100%) of the Fund's net asset value is held in investments
that are denominated in Sterling and are carried at fair value.
Where appropriate, gearing can be utilised in order to enhance net
asset value. It does not invest in short dated fixed rate
securities other than where it has substantial cash resources.
Fixed rate securities held at 31 March
2024 were valued at £nil (2023 –
£nil).
Investments, which comprise principally equity investments, are
valued as detailed in the accounting policies.
The
Fund only operates short term gearing, which is limited to 30 per
cent of gross assets, and is undertaken through an unsecured
variable rate bank overdraft and the use of CFDs. The comparator
rate which determines the interest received on Sterling cash
balances or paid on bank overdrafts is the bank base rate which was
5.25% as at 31 March 2024 (2023 –
4.25%). There are no undrawn committed borrowing facilities.
Short-term debtors and creditors are excluded from
disclosure.
The
Fund does not hold any (2023: nil) of the total net asset value in
investments with direct foreign currency exposure and is
consequently not currency hedged. Financial information on the
investment portfolio is detailed in note 6.
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|
2024
|
2024
|
2023
|
2023
|
|
£000
|
£000
|
£000
|
£000
|
Classification
of financial instruments
Level
1
|
5,436
|
–
|
4,860
|
–
|
Level
2
|
49
|
9
|
22
|
507
|
Level 3 - 2
investments (2023 - 3)
|
–
|
–
|
–
|
–
|
Level 1
reflects financial instruments quoted in an active
market.
Level 2
reflects financial instruments whose fair value is evidenced by
comparison with other observable current market transactions in the
same instrument or based on a valuation technique whose variable
include only data from observable markets. The CFD positions are
the sole Level 2 investments at 31 March
2024 and 2023.
Level 3
reflects financial instruments whose fair value is determined in
whole or in part using a valuation technique based on assumptions
that are not supported by prices from observable market
transactions in the same instrument and not based on available
observable market data. The Board has instructed the Manager not to
make any new investments in unlisted shares.
There are 2
(2023-3) investments in the Fund which have values of £nil where
the respective share prices have been suspended, or are stale. The
Fair Value and Pricing Committee oversees and has ratified the
positions.
The
Board has established guidelines to grant the Manager a limited
authority to invest in CFDs to achieve some degree of gearing
and/or hedging without incurring the gross cost of investment. The
Board requires the Manager to operate within certain risk limits,
as detailed in the Report of the Directors. The following table
details the CFD positions:
|
2024
|
2023
|
£000
|
£000
|
Number of CFD
holdings (2024 - 4; 2023 - 9)
|
|
|
Gross
exposure
|
389
|
892
|
Net
exposure
|
389
|
892
|
Unrealised
gains
|
49
|
22
|
Unrealised
losses
|
9
|
507
|
The
major risks inherent within the Fund are market risk, liquidity
risk, credit risk and interest rate risk. The Fund has an
established environment for the management of these risks which are
continually monitored by the Manager. Appropriate guidelines for
the management of its financial instruments and gearing have been
established by the Board of Directors. It has no significant
exposure to foreign currency assets and therefore does not use
currency hedging. It does not use derivatives within the portfolio
with the exception of CFDs.
Market
risk
The
risk that the Fund may suffer a loss arising from adverse movements
in the fair value or future cash flows of an investment. Market
risks include changes to market prices of the underlying shares
held in the Fund, interest rates and currency movements. The Fund
invests in a diversified portfolio of holdings covering a range of
sectors. The Manager conducts continuing analysis of holdings and
their market prices with an objective of maximising returns to
shareholders. Asset allocation, share selection and market
movements are reported to the Board on a regular basis.
Liquidity
risk
The
risk that the Fund may encounter difficultly in meeting obligations
associated with financial liabilities. The Fund is permitted to
invest in shares traded on AIM or similar markets; these tend to be
in companies that are smaller in size and by their nature less
liquid than larger companies. The Manager conducts continuing
analysis of the liquidity profile of the portfolio and the Fund
maintains an overdraft facility to ensure that it is not a forced
seller of investments.
Credit
risk
The
risk that the counterparty to a transaction fails to discharge its
obligation or commitment to the transaction resulting in a loss to
the Fund. Investment transactions are entered into using brokers
that are on the Manager’s approved list, the credit ratings of
which are reviewed periodically in addition to an annual review by
the Manager’s board of directors. The Fund’s principal bankers are
State Street Bank & Trust Company, the main broker for CFDs is
UBS and other approved execution broker organisations authorised by
the Financial Conduct Authority.
Interest
rate risk
The
risk that interest rate movements may affect the level of income
receivable on cash deposits. At most times the Fund operates with
relatively low levels of bank gearing, this has and will only be
increased where an opportunity exists to substantially add to the
net asset value performance.
Sensitivity
analysis
The
following table details the impact on net asset value and return
per share of the Fund to changes in, what can be, the two principal
drivers of performance, namely investment returns, in relation to
market risk, and interest rates. The calculations are based on the
balances at the respective balance sheet dates and are not
representative of the year as a whole.
|
2024
|
2023
|
£000
|
£000
|
Investment
portfolio
|
|
|
Investment
returns 5% increase
|
+4.6p
|
+4.1p
|
Investment
returns 5% decrease
|
-4.6p
|
-4.1p
|
Other
assets/liabilities
|
|
|
Interest rate
0.5% increase
|
–
|
–
|
Interest rate
0.5% decrease
|
–
|
–
|
Maximum
credit risk analysis
|
|
|
As
at the year end, the Fund’s maximum credit risk exposure was as
follows:
|
|
|
Bank
|
348
|
375
|
Amounts
receivable relating to CFDs
|
135
|
868
|
Investment
income due but not received
|
19
|
13
|
Taxation
|
|
|
5
|
3
|
|
|
|
507
|
1,259
|
Contractual maturity analysis |
|
|
|
|
|
Due
not
|
Due
|
Due
|
|
|
later
than 1 month
£000
|
between
1 and
3
months
£000
|
between
3 and
12
months
£000
|
2024
Total
£000
|
Bank
|
348
|
–
|
–
|
348
|
Debtors
|
39
|
–
|
135
|
174
|
Creditors
|
(208)
|
–
|
–
|
(208)
|
Net
liquidity
|
179
|
–
|
135
|
314
|
|
Due
not
|
Due
|
Due
|
|
|
later than 1
month
£000
|
between 1
and
3
months
£000
|
between 3
and
12
months
£000
|
2023
Total
£000
|
Bank
|
375
|
–
|
–
|
375
|
Debtors
|
29
|
–
|
868
|
897
|
Creditors
|
(577)
|
–
|
–
|
(577)
|
Net
liquidity
|
(173)
|
–
|
868
|
695
|
|
|
|
|
|
|
Cash flows
payable under financial liabilities by remaining contractual
liabilities are as stated above.
Capital
management policies
The
Fund’s management objectives are to provide shareholders with long
term capital growth.
|
2024
|
2023
|
£000
|
£000
|
Capital
and reserves:
|
|
|
Share
capital
|
300
|
300
|
Share
premium
|
314
|
314
|
Special
reserve
|
5,136
|
5,136
|
Capital
redemption reserve
|
27
|
27
|
Capital
reserve
|
649
|
394
|
Revenue
reserve
|
(627)
|
(594)
|
Total
shareholders’ funds
|
5,799
|
5,577
|
The
Fund’s objectives for managing capital are detailed in the
Strategic Report and have been complied with throughout the year.
It normally restricts gearing to 30% of net assets, maintaining a
minimum share capital of £50,000 (as a public company) and adheres
to the capital restrictions imposed by relevant company and tax
legislation.
The
revenue reserve is distributable and, to the extent it is positive,
dividends can be funded from it. The special reserve is
distributable and the cost of purchasing own shares has been
accounted for in this reserve. The Company’s Articles of
Association prohibit the distribution of capital profits by way of
dividend.
11. Transactions
with the Manager and SVM Asset Management Limited
The
Management section of the Report of the Directors sets out the
services provided by the Manager to the Fund and fees earned. The
share interests of the Manager in the Fund are set out in the
Substantial Shareholdings section of the Report of the Directors. C
W McLean is the Investment Manager at River Global Investors LLP
and is interested, directly or indirectly, in 1,749,932 shares
representing 29.1% of the issued share capital of the
Company.
There are no
transactions with Directors other than aggregated remuneration for
services as Directors as disclosed in the Directors’ Remuneration
Report and note 3. Shareholdings of Directors are also set out in
the Directors’ Remuneration Report.
The
agreements for the provision of investment management and
secretarial services were novated from SVM Asset Management Ltd to
River Global Investors LLP with effect from 1 December 2023. There were no changes to the
terms of the agreement. The Manager is entitled to a fee for
services, payable quarterly in arrears, equivalent to 0.75% of the
total assets of the Fund, less current liabilities. The Manager
elected to waive the investment management fee from 1 September 2023 until further notice.
Amounts paid to
the Manager in respect of Investment Management fees are disclosed
in note 2, with £nil (2023: £10,498) due at the year
end.
During the
year, SVM Asset Management Limited paid supplier invoices and
Directors' fees on behalf of the Fund. The balance due to SVM Asset
Management Limited is usually settled by the Fund in full twice a
year; generally in September and March.
12. Notices
The
financial information contained within this announcement does not
constitute statutory accounts as defined in sections 434 and 435 of
the Companies Act 2006.
The
results for the years ended 31 March
2024 and 2023 are an abridged version of the statutory
accounts for those years. The Auditor has reported on the 2024 and
2023 accounts, their reports for both years were unqualified and
did not contain a statement under section 498 of the Companies Act
2006.
Statutory
accounts for 2023 have been filed with the Registrar of Companies
and those for 2024 will be delivered in due course.
The
Annual Report and Accounts for the year ended 31 March 2024 will be mailed to shareholders
shortly and copies will be available from the Manager’s website
www.svmonline.co.uk and the Fund’s registered office at 7 Castle
Street, Edinburgh, EH2
3AH.
The
Annual General Meeting of the Fund will be held at 10.00 a.m. on Friday 6
September 2024 at 7 Castle Street, Edinburgh, EH2 3AH.
For
further information, please contact:
River Global
Investors LLP
Phone:
+44
(0) 20 3327 5100
Email:
sales.support@river.global
30 July 2023