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RNS Number : 0346U abrdn Diversified Income and Growth 27 June 2024
abrdn Diversified Income and Growth plc
Half Yearly Report 31 March 2024
abrdndiversified.co.uk
Investment Objective (from 27 February 2024)
The Company's investment objective is to conduct an orderly realisation of its
assets in a manner that seeks to optimise the value of the Company's
investments whilst progressively returning cash to shareholders in a timely
manner.
Financial Highlights
Financial Highlights
31 March 2024 30 September 2023 % change
Total assets less current liabilities (before deducting prior charges) £321,982,000 £355,264,000 -9.4
Total shareholders' funds (Net Assets) £321,982,000 £339,534,000 -5.2
Ordinary share price (mid market) 72.00p 83.60p -13.9
Net asset value per Ordinary share (debt at par value) 106.88p 112.70p -5.2
Discount to net asset value on Ordinary shares (debt at par value)(A) 32.6% 25.8%
Net (cash)/gearing (debt at par value) (AB) (13.82%) (1.60%)
Ongoing charges ratio(A) 1.83% 1.74%
(A) Considered to be an Alternative Performance Measure. Details of the
calculation can be found below..
(B) Increase in net cash and cash equivalents held at the period end ahead of
early redemption of the 6.25% Bonds 2031 effected on 9 April 2024.
Six months ended Six months ended
31 March 2024 31 March 2023 % change
Net revenue return after taxation £5,201,000 £7,740,000 -32.8
Revenue return per share 1.73p 2.52p -31.3
Interim dividends(A) 1.42p 2.84p -50.0
(A) Further information on interim dividends, including those paid during the
period may be found in the Chairman's Statement and in Note 6 to the Financial
Statements.
Chairman's Statement
Approval of the Managed Wind-Down of the Company
Following an extensive review of the Company's strategy and discussions with
shareholders, a circular was issued by the Company in January 2024 setting out
a new investment objective and policy as part of proposals for a Managed
Wind-Down of the Company. These proposals were approved by shareholders at the
General Meeting held on 27 February 2024.
In accordance with the Managed Wind-Down, the Company has commenced an orderly
realisation of its assets in a manner that seeks to optimise the value of the
Company's investments for the benefit of shareholders.
Proposed initial return of capital to shareholders
The Company announced on 17 June 2024, by way of a circular to shareholders
(the "Circular"). proposals to return approximately £115 million,
representing approximately 38 pence per Ordinary share, to shareholders (the
"Initial Return of Capital"), pursuant to a bonus issue, on a pro rata basis,
of B shares to all shareholders, followed by the redemption of such B shares
(the "B Share Scheme").
The Circular, which may be viewed on the Company's website at
www.abrdndiversified.co.uk, contains further details of the Initial Return of
Capital and the notice convening a General Meeting. This followed Court
approval being obtained for the Company to reduce its share capital and cancel
the amounts standing to the credit of its share premium account and capital
redemption reserve to provide the Company with sufficient flexibility and
distributable reserves to deliver the Managed Wind-Down as planned.
The introduction of the B Share Scheme is conditional on shareholder approval
at a General Meeting to be held on 3 July 2024. If approval is forthcoming,
the Company expects to distribute funds to shareholders by 10 July 2024.
Further returns of capital to shareholders
The Board anticipates further returns of capital to follow as value is
realised from the Company's private markets portfolio as follows:
· approximately £101 million of the Company's private markets portfolio
(valued as at 31 May 2024) is expected to mature between 2024 and 2027 (the
"Tranche 1").
· the remaining, approximately £91 million of the private markets
portfolio (valued as at 31 May 2024) is expected to mature between 2029 and
2033 (the "Tranche 2").
It is intended that the proceeds from both Tranche 1 and Tranche 2 will be
returned to Shareholders in a timely manner as the investments mature. Further
information on portfolio realisations may be found in the Investment Manager's
Report.
Performance
Over the six months ended 31 March 2024, the Company's net asset value ("NAV")
per share total return was +0.2%. The Company's share price total return was
-8.8% with the share price discount to NAV widening from 25.8% to 32.6% over
the period.
Dividends
In relation to the year ended 30 September 2024, interim dividends of 1.42p
per share were paid to shareholders in October 2023 and January 2024 while a
special dividend of 1.65 pence per share was paid to shareholders in December
2023. A further interim dividend of 1.42p per share was paid to shareholders
in March 2024.
Following Court approval on 7 June 2024 and in the absence of unforeseen
circumstances, it is the current intention of the Board to declare another
interim dividend, for the year ended 30 September 2024, to be paid around
mid-October 2024. Thereafter, it is likely that dividends will be paid in
smaller, less regular amounts principally for the purpose of maintaining the
Company's investment trust status while capital will be returned progressively
to shareholders in larger, infrequent amounts by the most tax-efficient
mechanism available.
The Board intends to continue to pay a sufficient level of dividend to ensure
that the Company will not retain more than 15 per cent. of its income in an
accounting period so as to maintain the Company's investment trust status
during the Managed Wind-Down. The Directors will declare certain dividends
based on the Company's net income but the quantum and timing of any dividends
in future will be at the sole discretion of the Board.
There can be no guarantee as to the payment, quantum or timing of dividends
during the Managed Wind-Down of the Company.
Share buybacks and Treasury shares policy
During the six months ended 31 March 2024, the Company bought back no shares,
resulting in 301,265,952 Ordinary 25p shares with voting rights and another
22,485,854 shares held in treasury, at 31 March 2024.
Following the approval by the Court, on 7 June 2024, of the reduction in the
Company's share capital, the nominal value per Ordinary share was reduced from
25p to 1p.
Gearing and Bond repayment
Subsequent to the period end, on 9 April 2024, the Company redeemed and
cancelled the remaining £16,096,000 of its 6.25% Bonds due 2031 (the
"Bonds"). As announced on 8 March 2024, the redemption price was 114.983%,
which was calculated in accordance with the terms of the trust deed of the
Bonds. The total cost of the redemption, including accrued interest, was
£18,587,000. As a result, the Company has no further Bonds outstanding nor
any other borrowings.
Davina Walter
Chairman
26 June 2024
Interim Management Report and Directors' Responsibility Statement
The Chairman's Statement and the Investment Manager's Report provide details
of the important events which have occurred during the period and their impact
on the financial statements.
Principal Risks and Uncertainties
The principal risks faced by the Company can be divided into various areas as
follows:
· Performance risk;
· Portfolio risk;
· Gearing risk;
· Income/dividend risk;
· Regulatory risk;
· Operational risk;
· Market risk; and
· Financial risks.
The Board reported on the principal risks and uncertainties faced by the
Company in the Annual Report and Financial Statements for the year ended 30
September 2023 (the "Annual Report"); a detailed explanation can be found in
the Strategic Report on pages 14 to 16 of the Annual Report which is available
on the Company's website: abrdndiversified.co.uk
The Board continues to monitor the volatility and risks associated with
heightened political and economic uncertainty, particularly the impact of the
higher interest rate environment and market volatility associated with
specific geopolitical risks.
The Board is also conscious of the elevated threat posed by climate change and
continues to monitor, through its Investment Manager, the potential risk that
its portfolio investments may fail to adapt to the requirements imposed by
climate change.
In the view of the Board, there have not been any other changes to the
fundamental nature of the principal risks and uncertainties facing the Company
since the previous Annual Report, which are considered to be equally
applicable to the remaining six months of the financial year to 30 September
2024 as they were to the six months under review, other than gearing risk,
which is no longer applicable following the redemption of the 6.25% Bonds 2031
on 9 April 2024.
Going Concern
The Financial Statements of the Company have been prepared on a going concern
basis. The Directors have assessed the financial position of the Company as
outlined above and in the Chairman's Statement.
The forecast projections and actual performance have been reviewed on a
regular basis throughout the period and the Directors believe that the going
concern basis remains appropriate as the Company is financially sound with
adequate resources to continue in operational existence for the foreseeable
future (being a period of twelve months from the date that these financial
statements were approved). The Company is able to meet all of its liabilities
from its assets, including its ongoing operating expenses.
Related Party Disclosures and Transactions with the Alternative Investment Fund Manager and Investment Manager
abrdn Fund Managers Limited ("AFML") has been appointed as the Company's
alternative investment
fund manager.
AFML has (with the Company's consent) delegated certain portfolio and risk
management services, and other ancillary services, to abrdn Investments
Limited and abrdn Holdings Limited, which are regarded as related parties
under the UKLA's Listing Rules. Details of the fees payable to AFML are set
out in note 3 to the condensed financial statements.
Directors' Responsibility Statement
The Disclosure and Transparency Rules of the UK Listing Authority require the
Directors to confirm their responsibilities in relation to the preparation and
publication of the Interim Management Report and Financial Statements.
The Directors confirm to the best of their knowledge that:
· the condensed set of financial statements contained within the half
yearly financial report has been prepared in accordance with applicable UK
Accounting Standard FRS 104 'Interim Financial Reporting' and give a true and
fair view of the assets, liabilities, financial position and return of the
Company for the period ended 31 March 2024; and
· the Interim Management Report, together with the Chairman's Statement and
Investment Manager's Report, include a fair review of the information required
by 4.2.7R and 4.2.8R of the FCA's Disclosure and Transparency Rules.
The Half-Yearly Financial Report was approved by the Board and the above
Directors' Responsibility Statement was signed on its behalf by the Chairman.
For and on behalf of the Board
Davina Walter
Chairman
26 June 2024
Investment Manager's Report
The last mile for inflation is taking time to resolve. Having appeared to be
slowly reducing to target, we have seen sequential inflation nudging back up.
Economically, and from a capital markets perspective, the US leads the rest of
the developed world with few signs of economic stress while the UK and pockets
of Europe have experienced technical recessions, providing diverging
challenges for central bankers. Geopolitical risks remain high, and with many
countries holding elections this year, instability is unlikely to dissipate.
Concentrated market returns
In the last two Annual Reports, we noted that inflation was the number one
factor driving markets with data remaining stubbornly higher than central bank
targets globally, forcing central bankers to keep rates at elevated levels.
While inflation had appeared to be slowly reducing to target towards the end
of 2023, sequential inflation was observed nudging back up in Q1 2024. As
things stand, central banks are lacking supporting evidence for rate cuts.
Indeed, growing market chatter about the next move in the US is leaning
towards a hike over a cut, but remains a minority view. This has fed into
corporate debt, with spreads having tightened across credit markets in early
2024, but particularly in the high yield market, making valuations in the
asset class look full.
Away from the great rate debate, equity market returns have been dominated by
tech names, with the 'Magnificent 7' driving over half of S&P 500
returns on the back of optimism over an artificial intelligence-backed
productivity super-cycle. Growth has been driven by higher expectations of
future earnings, rather than increases in valuation multiple, distinguishing
this tech-driven market from the dot com bubble of the late 1990s. Developed
market earnings growth appears to have moved through cyclical lows and should
recover further if economies experience a soft landing. Chinese equity markets
have stabilised thanks to policy moves, but house price falls across the
country have weighed on GDP growth. Touching on property, on a global basis,
most pain is behind investors now in March 2024. There is a little more yield
revaluation to go but the cyclicality of the market and a current lack of new
construction starts mean rental growth should start to pick up in key sectors.
Performance
Although the NAV, including income, demonstrated the low volatility that we
seek, the performance over the six months was disappointing in comparison to
the favourable backdrop of equity and bond markets. The Company delivered a
total return of 0.2% with 3.2% volatility. This compared with a 5.2% return in
equities as measured by the FTSE All-Share Index with 9.8% volatility, and a
6.2% return on government bonds as measured by the ICE BofA UK Gilt Index with
a volatility of 8.1%. Higher Yielding Fixed Income securities were the top
performers with Defensive Assets also performing well. The Company's Real
Assets holdings detracted from returns in the period.
In Higher Yield Fixed Income, the standout performers were Emerging Market
Bonds and Asset-Backed holdings. Returns from Equities were negative over the
period for the Company with the Chinese market underperforming broader global
indices. Our Diversifying Opportunities positions were broadly flat, with
mixed performance spread across the asset class.
We discuss performance, gross of management fees and expenses directly
attributable to the Company, in greater detail below.
How did the portfolio produce returns during this period?
Equity Growth
Equities returned -2.3% over the period, contributing -0.3% to the Company.
This was driven predominantly by underperformance of the holding in China
A-shares. Chinese economic growth has been lower than expected, impacting
corporate earnings growth. Equity markets have stabilised since policy stance
has become more supportive, but Chinese equities have not yet benefitted
from this, despite the screening as cheap on a forward P/E ratio.
There was also negative performance from Private Equity, where good
performance from Aberdeen Standard Secondary Opportunities Fund IV was
outweighed by a reduction in value at TrueNoord, the regional aircraft leasing
company, where new equity was raised at a slightly lower valuation.
Higher Yielding Fixed Income
Higher Yielding Fixed Income led return generation over the six months, adding
1.3%. Within this, Asset-Backed Securities were the top performer,
contributing 0.5%. TwentyFour Asset Backed Opportunities led returns with the
floating rate nature of the debt benefitting the investment, within a higher
interest rate environment.
The tilt to floating rate lending also provided higher returns within the
Private Credit portfolio. Mount Row II in particular has seen income paid rise
as the semi-annual rates of the underlying securities reset at higher coupons.
The slightly delayed effect of this means that the increased income from
higher interest rates is yet to be fully reflected and will be positive to
portfolio income for several months following a potential move down in rates.
Real Assets
Real assets detracted from performance, returning -1.1% over the six months.
Property assets have suffered from continued underperformance due to their
susceptibility to rising rates. As central banks have increased rates this has
also increased the yield on government bonds. These are typically used as the
risk-free rate in discounted cashflow calculations that drive the valuations
for real assets. A higher risk-free rate increases the discount rate and
reduces the present value of future cashflows. As rates remain high, this
resulted in lower valuations and has also depressed the demand for real estate
assets in particular. Real estate is highly cyclical, and in the current
environment, few people are starting new construction projects. In the long
run, this has the impact of reducing supply, which means valuations will start
to turn as rates begin to drop, and demand will quickly outstrip supply. The
Company owned no public real estate assets over the 6 month period to 31 March
2024, but the private assets underperformed.
While NAVs for our infrastructure positions have been more resilient to rising
interest rates, given the high inflation linkage of underlying revenues for
assets in the privately held portfolio, there were a couple of stock specific
negative contributions to the portfolio which weighed on returns. Firstly,
investors voted to approve a liquidity window for the Aberdeen Global
Infrastructure Partners II Fund, which means the fund has been looking to
realise is underlying portfolio. Pleasingly, it has received bids for assets
in line with NAV, but the faster than anticipated return of cash mechanically
increases the Internal Rate of Return assumption and crystallises a larger
performance fee, reducing the carrying value of the investment. Secondly, the
SL Capital Infrastructure Fund raised equity for a digital infrastructure
asset at a lower valuation than anticipated, reducing the value of this
holding.
Shortly after the 31 March 2024 balance sheet date, information was received
from the manager of Aberdeen European Residential Opportunities Fund that
necessitated a further write down in the value of the investment, reflected in
the Company's daily NAV published for 2 April 2024. The adjustment principally
related to the persistent high interest rate environment and a slower than
expected transactional market in the real estate sector. In addition, investor
caution continued to affect adversely the marketing and divestment of the
underlying property assets.
Diversifying Opportunities
The basket of Diversifying Opportunities contributed 0.1% to the performance
of the Company over the period. Performance was broadly spread across several
assets, with positive returns from the private HealthCare Royalty Partners IV
fund and the publicly listed healthcare provider BioPharma Credit, and
shipping group Tufton Oceanic Shipping, being offset by a slight markdown in
Burford Opportunity Fund.
Defensive Assets
Our exposure to defensive assets, such as government bonds and cash, increased
over the period firstly as an investment decision, as rates appeared to be
peaking, and a movement down in yields increases the value of these assets.
This proved to be the case with both the Government Bond and Investment Grade
Credit positions performing positively, contributing 0.5% and 0.3%
respectively.
What portfolio changes did we make?
Following shareholder approval on 27 February 2024 to put the Company into a
managed wind-down, the public assets in the Equity Growth, Real Assets,
Diversifying Opportunities and Higher Yielding Fixed Income were sold in an
orderly manner with the proceeds reinvested in the Defensive Assets basket to
preserve capital value and reflecting the lower appetite for risk.
Future portfolio realisations
The Chairman's Statement sets out the expected timescale for realisation of
the Company's private market investments, in terms of Tranche 1 and Tranche 2.
In the first three months of 2024, approximately £3m was received from the
underlying assets in Tranche 1, including £1m from Burford Opportunity Fund
as it received payment on completion of further cases, and £1m from Maj IV,
in respect of the sale of the stake in Sticks N Sushi, in line with its
carrying value. We will continue to realise the stakes in Tranche 1 assets,
and look opportunistically to generate liquidity in the Tranche 2 assets.
Nalaka De Silva
Simon Fox
Nic Baddeley
abrdn Investments Limited
Investment Manager
26 June 2024
Ten Largest Investments
As at 31 March 2024
At At
31 March 30 September
2024 2023
% of Total % of Total
investments(A) investments
SL Capital Infrastructure II(BC) 8.9 8.1
European economic infrastructure
Aberdeen Standard Global Private Markets Fund(B) 7.3 5.9
Multi-strategy private markets exposure
TwentyFour Asset Backed Opportunities Fund 7.3 5.7
Mortgages, SME loans originated in Europe
Bonaccord Capital Partners I-A(C) 5.8 4.7
Investments in alternative asset management companies
Burford Opportunity Fund(C) 5.7 5.1
Litigation finance investments initiated by Burford Capital
Healthcare Royalty Partners IV(C) 5.7 4.7
Healthcare royalty streams primarily in the US
Andean Social Infrastructure Fund I(BC) 5.4 4.4
Infrastructure project investments in the Andean region of South America
Aberdeen Standard Secondary Opportunities Fund IV(BC) 4.7 3.8
Diversified Private Equity portfolio which invests through secondary
transactions
UK (Govt Of) 0% 20/05/24(D) 4.6 -
UK gilt
UK T-Bill 0% 10/06/24(D) 4.5 -
UK gilt
(A) Weightings for 31 March 2024 have increased due to the disposal of other
portfolio holdings, in advance of the redemption of the 6.25% Bonds 2031
effected on 9 April 2024 and the planned return of capital to shareholders.
(B) Denotes abrdn plc managed products.
(C) Unlisted holdings.
(D) Purchased as part of the managed wind-down of the portfolio, in advance of
the redemption of the 6.25% Bonds 2031 effected on 9 April 2024 and the
planned return of capital to shareholders.
Investment Portfolio - Private Markets
As at 31 March 2024
Valuation Valuation Valuation
31 March 2024 31 March 2024 30 September 2023
Company £'000 % £'000
Infrastructure
SL Capital Infrastructure II(AB) 24,711 8.9 27,419
Andean Social Infrastructure Fund I(AB) 15,024 5.4 15,016
BlackRock Renewable Income - UK(B) 7,324 2.7 8,199
Aberdeen Global Infrastructure Partners II (AUD)(AB) 3,858 1.4 4,541
Pan European Infrastructure Fund(B) 904 0.3 1,205
Total Infrastructure 51,821 18.7
Private Equity
Bonaccord Capital Partners I-A(B) 16,088 5.8 16,091
Aberdeen Standard Secondary Opportunities Fund IV(AB) 12,996 4.7 12,940
TrueNoord Co-Investment(B) 7,835 2.8 8,765
Maj Invest Equity 5(B) 2,286 0.8 2,432
HarbourVest International Private Equity VI(B) 1,465 0.5 1,678
Mesirow Financial Private Equity IV(B) 452 0.2 599
HarbourVest VIII Venture Fund 96 0.1 123
Mesirow Financial Private Equity III(B) 95 - 117
Maj Invest Equity 4(B) 50 - 1,205
HarbourVest VIII Buyout Fund(B) 25 - 160
Top ten holdings 41,388 14.9
Other holdings 10 -
Total Private Equity 41,398 14.9
Real Estate
Aberdeen Property Secondaries Partners II(AB) 8,584 3.1 9,385
Aberdeen European Residential Opportunities Fund(AB) 8,337 3.0 7,524
Cheyne Social Property Impact Fund(B) 3,305 1.2 3,299
Total Real Estate 20,226 7.3
Private Credit
Mount Row Credit Fund II(B) 9,281 3.3 10,166
PIMCO Private Income Fund Offshore Feeder I LP(B) 7,150 2.6 7,662
ASI Hark III(AB) 6,331 2.3 6,042
Total Private Credit 22,762 8.2
Other
Aberdeen Standard Global Private Markets Fund(AB) 20,257 7.3 19,934
Burford Opportunity Fund(B) 15,985 5.7 17,272
Healthcare Royalty Partners IV(B) 15,714 5.7 16,235
Markel CATCo Reinsurance Fund Ltd - LDAF 2018 SPI(B) 418 0.1 333
Markel CATCo Reinsurance Fund Ltd - LDAF 2019 SPI(B) 145 0.1 81
Total Other 52,519 18.9
Total Private Markets 188,726 68.0
(A) Denotes abrdn plc managed products.
(B) Unlisted holdings.
Investment Portfolio - Equities
As at 31 March 2024
Valuation Valuation Valuation
31 March 2024 31 March 2024 30 September 2023
Company £'000 % £'000
Infrastructure Sub-Fund
Cordiant Digital Infrastructure 520 0.2 1,831
Total Infrastructure Sub-Fund 520 0.2
Alternative Income Sub-Fund
SME Credit Realisation 44 - 44
Total Alternative Income Sub-Fund 44 -
Renewables Infrastructure Sub-Fund
Foresight Solar Fund 528 0.2 1,463
Total Renewables Infrastructure Sub-Fund 528 0.2
Reinsurance Sub-Fund
CATCo Reinsurance Opportunities Fund 81 - 84
Total Reinsurance Sub-Fund 81 -
Total Equities 1,173 0.4
Investment Portfolio - Fixed Income & Credit
As at 31 March 2024
Valuation Valuation Valuation
31 March 2024 31 March 2024 30 September 2023
Company £'000 % £'000
Structured Credit
TwentyFour Asset Backed Opportunities Fund 20,161 7.3 19,292
Fair Oaks Income Fund 436 0.2 1,046
Blackstone/GSO Loan Financing 385 0.1 615
Total Structured Credit 20,982 7.6
Developed Market Government Treasury Bills
Uk(Govt Of) 0% 20/05/24 12,907 4.6 -
Gbp
Uk T-Bill 0% 10/06/24 12,373 4.5 -
Gbp
Uk (Govt Of) T-Bill 0% 29/07/24 11,894 4.3 -
Gbp
Uk(Govt Of) T-Bill 0% 29/04/24 9,958 3.6 -
Gbp
Uk(Govt Of) 0% 22/07/24 8,462 3.0 -
Gbp
Uk (Govt Of) T-Bill 0% 07/05/24 6,429 2.3 -
Gbp
Uk (Govt Of) T-Bill 0% 02/04/24 2,999 1.1 -
Gbp
Uk(Govt Of) T-Bill 0% 17/06/24 1,582 0.6 -
Gbp
Total Developed Market Government Bonds 66,604 24.0
Total Fixed Income & Credit 87,586 31.6
Investment Portfolio - Net Assets Summary
As at 31 March 2024
Valuation Net assets Valuation Net assets
31 March 2024 31 March 2024 30 September 2023 30 September 2023
£'000 % £'000 %
Total investments 277,485 86.2 339,972 100.1
Cash and cash equivalents(A) 63,012 19.6 21,087 6.2
Forward contracts 847 0.2 (5,615) (1.6)
6.25% Bonds 2031(B) (18,508) (5.7) (15,730) (4.6)
Other net assets (854) (0.3) (180) (0.1)
Net assets 321,982 100.0 339,534 100.0
(A) Includes outstanding settlements.
(B) See note 7.
Condensed Statement of Comprehensive Income (unaudited)
Six months ended Six months ended
31 March 2024 31 March 2023
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Losses on investments - (7,184) (7,184) - (13,384) (13,384)
Foreign exchange gains - 5,720 5,720 - 14,058 14,058
Income 2 7,399 - 7,399 9,118 - 9,118
Investment management fees 3 (267) (267) (534) (291) (291) (582)
Administrative expenses (572) (159) (731) (461) (21) (482)
Net return/(loss) before finance costs and taxation 6,560 (1,890) 4,670 8,366 362 8,728
Finance costs (262) (3,021) (3,283) (259) (259) (518)
Net return/(loss) before taxation 6,298 (4,911) 1,387 8,107 103 8,210
Taxation 4 (1,097) (37) (1,134) (367) (927) (1,294)
Return/(loss) attributable to equity shareholders 5,201 (4,948) 253 7,740 (824) 6,916
Return/(loss) per Ordinary share (pence) 5 1.73 (1.65) 0.08 2.52 (0.27) 2.25
The total column of the Condensed Statement of Comprehensive Income is the
profit and loss account of the Company. There has been no other comprehensive
income during the period, accordingly, the return/(loss) attributable to
equity shareholders is equivalent to the total comprehensive income/(loss) for
the period.
All revenue and capital items in the above statement derive from continuing
operations.
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Financial Position (unaudited)
As at As at
31 March 2024 30 September 2023
(unaudited) (audited)
Notes £'000 £'000
Non-current assets
Investments at fair value through profit or loss 277,485 339,972
277,485 339,972
Current assets
Debtors 3,711 1,549
Derivative financial instruments 1,702 87
Cash and cash equivalents 60,096 21,025
65,509 22,661
Creditors: amounts falling due within one year
Derivative financial instruments (855) (5,702)
6.25% Bonds 2031 7 (18,508) -
Other creditors (1,649) (1,667)
(21,012) (7,369)
Net current assets 44,497 15,292
Total assets less current liabilities 321,982 355,264
Non-current liabilities
6.25% Bonds 2031 7 - (15,730)
Net assets 321,982 339,534
Capital and reserves
Called up share capital 9 80,938 80,938
Share premium account 116,556 116,556
Capital redemption reserve 37,043 37,043
Capital reserve 64,769 69,717
Revenue reserve 22,676 35,280
Total shareholders' funds 321,982 339,534
Net asset value per Ordinary share (pence) 10
Bonds at par value 106.88 112.70
Bonds at fair value n/a 112.59
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Changes in Equity (unaudited)
Six months ended 31 March 2024
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2023 80,938 116,556 37,043 69,717 35,280 339,534
Return after taxation - - - (4,948) 5,201 253
Dividends paid 6 - - - - (17,805) (17,805)
At 31 March 2024 80,938 116,556 37,043 64,769 22,676 321,982
Six months ended 31 March 2023
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2022 91,352 116,556 26,629 89,560 39,261 363,358
Ordinary shares purchased for treasury 9 - - - (5,003) - (5,003)
Return after taxation - - - (824) 7,740 6,916
Dividends paid 6 - - - - (12,954) (12,954)
At 31 March 2023 91,352 116,556 26,629 83,733 34,047 352,317
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Cash Flows (unaudited)
Six months ended Six months ended
31 March 2024 31 March 2023
£'000 £'000
Operating activities
Net return before finance costs and taxation 4,670 8,728
Adjustments for:
Dividend income (5,961) (7,613)
Fixed interest income (1,035) (1,349)
Interest income (259) (136)
Other income (6) (20)
Dividends received 6,051 7,529
Fixed interest income received 1,514 1,324
Interest received 207 136
Other income received 6 20
Unrealised gains on forward contracts (6,462) (9,266)
Foreign exchange gains/(losses) 71 (246)
Losses on investments 7,184 13,384
(Increase)/decrease in other debtors (2) 36
(Decrease)/increase in accruals (236) 40
Corporation tax paid (873) (359)
Taxation withheld 17 (34)
Net cash flow from operating activities 4,886 12,174
Investing activities
Purchases of investments (73,475) (42,572)
Sales of investments and return of capital 126,043 59,893
Net cash flow from investing activities 52,568 17,321
Financing activities
Purchase of own shares to treasury - (4,837)
Interest paid (507) (503)
Equity dividends paid (note 6) (17,805) (12,954)
Net cash flow used in financing activities (18,312) (18,294)
Increase in cash and cash equivalents 39,142 11,201
Analysis of changes in cash and cash equivalents during the period
Opening balance 21,025 7,179
Foreign exchange (71) 246
Increase in cash and cash equivalents as above 39,142 11,201
Closing balance 60,096 18,626
The accompanying notes are an integral part of these condensed financial
statements.
Notes to the Financial Statements
For the year ended 31 March 2024
1. Accounting policies - Basis of accounting
The condensed financial statements have been prepared in accordance with
Financial Reporting Standard 104 (Interim Financial Reporting) and with the
Statement of Recommended Practice for 'Financial Statements of Investment
Trust Companies and Venture Capital Trusts' issued in July 2022 and with the
Disclosure Transparency Rules issued by the Financial Reporting Council.
Taking into account the Company's debt-free position, working capital
requirements and maintenance of "Level 1" and "Level 2" assets (listed on
recognisable exchanges and realisable within a short timescale), the Directors
believe that adopting a going concern basis of accounting remains appropriate.
The condensed financial statements have also been prepared on the assumption
that approval as an investment trust will continue to be granted by HMRC and
that the annual continuation vote will be passed at the Company's Annual
General Meeting. Annual financial statements are prepared under Financial
Reporting Standard 102.
The interim financial statements have been prepared using the same accounting
policies as the preceding annual financial statements. There have been no new
standards, amendments or interpretations, specific to the Company, effective
for the first time for this interim period that require a change in accounting
policies.
Significant accounting judgements, estimates and assumptions. The preparation
of financial statements requires the use of certain significant accounting
judgements, estimates and assumptions which requires Directors to exercise
their judgement in the process of applying the accounting policies. The area
where judgements, estimates and assumptions have the most significant effect
on the amounts recognised in the financial statements are the determination of
the fair value of unlisted investments (Level 3 assets in the Fair Value
Hierarchy table in note 12).
2. Income
Six months ended Six months ended
31 March 2024 31 March 2023
£'000 £'000
Income from investments
UK listed dividends 474 1,260
Overseas listed dividends 2,395 2,802
Unquoted Limited Partnership income 3,092 3,551
Treasury bill income 138 -
Fixed interest income 1,035 1,349
7,134 8,962
Other income
Interest 259 136
Other income 6 20
Total income 7,399 9,118
3. Investment management fee
Six months ended Six months ended
31 March 2024 31 March 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 267 267 534 291 291 582
The investment management fee is levied by abrdn Fund Managers Limited at the
following tiered levels:
- 0.50% per annum in respect of the first £300 million of the net asset value
(with the 6.25% Bonds 2031 at fair value until 8 March 2024 then at redemption
value thereafter); and
- 0.45% per annum in respect of the balance of the net asset value (with the
6.25% Bonds 2031 at fair value until 8 March 2024 then at redemption value
thereafter).
The Company also receives rebates in respect of underlying investments in
other funds managed by the Group (where an investment management fee is
charged by the Group on that fund) in the normal course of business to ensure
that no double counting occurs. Any investments made in funds managed by the
Manager which themselves invest directly into alternative investments
including, but not limited to, infrastructure and property are charged at the
Manager's lowest institutional fee rate. To avoid double charging, such
investments are excluded from the overall management fee calculation.
At the period end, an amount of £174,000 (31 March 2023 - £288,000) was
outstanding in respect of management fees due by the Company.
4. Taxation
The taxation charge for the period represents withholding tax suffered on
overseas dividend income and fixed interest income and applicable corporation
tax.
The Company has not recognised a deferred tax asset (2023 - £240,000) as it
is considered unlikely that sufficient taxable profits will be generated in
the future to utilise these amounts and therefore no deferred tax asset has
been recognised.
The Company does not apply the marginal method of allocation of tax relief.
5. Return per Ordinary share
Six months ended Six months ended
31 March 2024 31 March 2023
p p
Revenue return 1.73 2.52
Capital loss (1.65) (0.27)
Total return 0.08 2.25
The figures above are based on the following:
Six months ended Six months ended
31 March 2024 31 March 2023
£'000 £'000
Revenue return 5,201 7,740
Capital loss (4,948) (824)
Total return 253 6,916
Weighted average number of shares in issue(A) 301,265,952 307,154,680
(A) Calculated excluding shares held in treasury.
6. Dividends
Six months ended Six months ended
31 March 2024 31 March 2023
£'000 £'000
Third interim dividend for 2023 - 1.42p (2022 - 1.40p) 4,278 4,319
Special dividend for 2023 - 1.65p (2022 - nil) 4,971 -
Fourth interim dividend for 2023 - 1.42p (2022 - 1.40p) 4,278 4,314
First interim dividend for 2024 - 1.42p (2023 - 1.42p) 4,278 4,321
17,805 12,954
On 13 September 2023, the Board declared a third interim dividend of 1.42
pence per share which was paid on 19 October 2023 to shareholders on the
register on 21 September 2023. On 26 October 2023, the Board declared a
special dividend of 1.65p per share which was paid on 1 December 2023 to
shareholders on the register on 2 November 2023. On 1 December 2023, the Board
declared a fourth interim dividend of 1.42 pence per share which was paid on
22 January 2024 to shareholders on the register on 21 December 2023.
On 29 February 2024, the Board declared an interim dividend of 1.42 pence per
share (2023 - 1.42p) which was paid on 27 March 2024 to shareholders on the
register on 7 March 2024. From the adoption of the managed wind-down
investment policy, irregular dividends will be paid only to ensure that the
Company continues to maintain its investment trust status.
7. 6.25% Bonds 2031
Six months ended Year ended
31 March 2024 30 September 2023
£'000 £'000
Balance at beginning of period 15,730 15,694
Loss on redemption 2,759 -
Amortisation of discount and issue expenses 19 36
Balance at end of period 18,508 15,730
As at 31 March 2024, the Company had in issue £16,096,000 (2023 - 16,096,000)
Bonds 2031 which were issued at 99.343%. The Bonds have been accounted for in
accordance with accounting standards, which require any discount or issue
costs to be amortised over the life of the bonds. The Bonds are secured by a
floating charge over all of the assets of the Company with interest paid in
March and September each year.
Under the covenants relating to the Bonds, the Company was required to ensure
that, at all times, the aggregate principal amount outstanding in respect of
monies borrowed by the Company did not exceed an amount equal to its share
capital and reserves.
The 6.25% Bonds were repaid on 9 April 2024 at a total cost of £18,587,000,
including accrued interest thereon and as at 31 March 2024 were valued in
accordance with the redemption price of 114.983%, which was announced on 8
March 2024.
8. Analysis of changes in net debt
At Currency Non-cash At
1 October 2023 differences Cash flows movements 31 March 2024
£000 £000 £000 £000 £000
Cash and cash equivalents 21,025 - 39,071 - 60,096
Debt due within one year (15,730) - - (2,778) (18,508)
Total 5,295 - 39,071 (2,778) 41,588
At Currency Non-cash At
1 October 2022 differences Cash flows movements 30 September 2023
£000 £000 £000 £000 £000
Cash and cash equivalents 7,179 - 13,846 - 21,025
Debt due after one year (15,694) - - (36) (15,730)
Total (8,515) - 13,846 (36) 5,295
9. Called up share capital
During the period no Ordinary shares of 25p each were purchased (year ended 30
September 2023 - 7,181,362 to be held in treasury at a cost of £6,292,000).
At the end of the period there were 301,265,952 (30 September 2023 -
301,265,952) Ordinary shares in issue and 22,485,854 (30 September 2023 -
22,485,854) shares held in treasury.
10. Net asset value per Ordinary share
As at As at
31 March 2024 30 September 2023
Debt at par
Net asset value attributable (£'000) 321,982 339,534
Number of Ordinary shares in issue excluding treasury 301,265,952 301,265,952
Net asset value per share (p) 106.88 112.70
Debt at fair value £'000 £'000
Net asset value attributable n/a 339,534
Add: Amortised cost of 6.25% Bonds 2031 n/a 15,730
Less: Market value of 6.25% Bonds 2031 n/a (16,069)
n/a 339,195
Number of Ordinary shares in issue excluding treasury 301,265,952 301,265,952
Net asset value per share (p) n/a 112.59
11. 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
Condensed Statement of Comprehensive Income. The total costs were as follows:
Six months ended Six months ended
31 March 2024 31 March 2023
£'000 £'000
Purchases 6 17
Sales 66 23
72 40
12. Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair
value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following levels:
Level 1 - Quoted prices in active markets for identical instruments. A
financial instrument is regarded as quoted in an active market if quoted
prices are readily and regularly available from an exchange, dealer, broker,
industry group, pricing service or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm's
length basis. The Company does not adjust the quoted price for these
instruments.
Level 2 - Valuation techniques using observable inputs. This category includes
instruments valued using quoted prices for similar instruments in markets that
are considered less than active; or other valuation techniques where all
significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as
over-the-counter derivatives, include the use of comparable recent arm's
length transactions, reference to other instruments that are substantially the
same, discounted cash flow analysis, option pricing models and other valuation
techniques commonly used by market participants making the maximum use of
market inputs and relying as little as possible on entity specific inputs.
Level 3 - Valuation techniques using significant unobservable inputs. This
category includes all instruments where the valuation technique includes
inputs not based on observable data and the unobservable inputs could have a
significant impact on the instrument's valuation.
This category also includes instruments that are valued based on quoted prices
for similar instruments where significant entity determined adjustments or
assumptions are required to reflect differences between the instruments and
instruments for which there is no active market. The investment manager
considers observable data to be that market data that is readily available,
regularly distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in the relevant
market.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement. For this purpose, the
significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement
in its entirety requires judgement, considering factors specific to the asset
or liability.
The financial assets and liabilities measured at fair value in the Condensed
Statement of Financial Position are grouped into the fair value hierarchy at
the reporting date as follows:
Level 1 Level 2 Level 3 Total
As at 31 March 2024 £'000 £'000 £'000 £'000
Financial assets/(liabilities) at fair value through profit or loss
Equity investments 1,995 20,161 188,725 210,881
Loan investments - - - -
Fixed interest instruments 66,604 - - 66,604
Forward currency contracts - financial assets - 1,702 - 1,702
Forward currency contracts - financial liabilities - (855) - (855)
Net fair value 68,599 21,008 188,725 278,332
Level 1 Level 2 Level 3 Total
As at 30 September 2023 £'000 £'000 £'000 £'000
Financial assets/(liabilities) at fair value through profit or loss
Equity investments 90,332 19,292 198,450 308,074
Loan investments - 2,279 - 2,279
Fixed interest instruments - 29,619 - 29,619
Forward currency contracts - financial assets - 87 - 87
Forward currency contracts - financial liabilities - (5,702) - (5,702)
Net fair value 90,332 45,575 198,450 334,357
As at As at
31 March 2024 30 September 2023
Level 3 Financial assets at fair value through profit or loss £'000 £'000
Opening fair value 198,450 209,065
Purchases including calls (at cost) 4,231 26,083
Disposals and return of capital (4,559) (26,368)
Total gains or losses included in losses on investments in the Statement of
Comprehensive Income:
- assets disposed of during the period 1,012 8,253
- assets held at the end of the period (10,409) (18,583)
Closing balance 188,725 198,450
The Company's holdings in unlisted investments are classified as Level 3.
Unquoted investments, including those in Limited Partnerships ("LPs") are
valued by the Directors at fair value using International Private Equity and
Venture Capital Valuation Guidelines.
The Company's investments in LPs are subject to the terms and conditions of
the respective investee's offering documentation. The investments in LPs are
valued based on the reported Net Asset Value ("NAV") of such assets as
determined by the administrator or General Partner of the LPs and adjusted by
the Directors in consultation with the Manager to take account of concerns
such as liquidity so as to ensure that investments held at fair value through
profit or loss are carried at fair value. The reported NAV is net of
applicable fees and expenses including carried interest amounts of the
investees and the underlying investments held by each LP are accounted for, as
defined in the respective investee's offering documentation. While the
underlying fund managers may utilise various model-based approaches to value
their investment portfolios, on which the Company's valuations are based, no
such models are used directly in the preparation of fair values of the
investments. The NAV of LPs reported by the administrators may subsequently be
adjusted when such results are subject to audit and audit adjustments may be
material to the Company.
13. Related party disclosures
Transactions with the Manager. The investment management fee is levied by aFML
at the following tiered levels, payable monthly in arrears:
- 0.50% per annum in respect of the first £300 million of the net asset value
(with debt at fair value until 8 March 2024 then at redemption value
thereafter); and
- 0.45% per annum in respect of the balance of the net asset value (with debt
at fair value until 8 March 2024 then at redemption value thereafter).
During the period, the Manager charged the Company £nil (2023 - £93,000) in
respect of promotional activities carried out on the Company's behalf.
The Company also receives rebates with regards to underlying investments in
other funds managed by abrdn plc (the "Group") (where an investment management
fee is charged by the Group on that fund) in the normal course of business to
ensure that no double counting occurs. Any investments made in funds managed
by the Group which themselves invest directly into alternative investments
including, but not limited to, infrastructure and property are charged at the
Group's lowest institutional fee rate. To avoid double charging, such
investments are excluded from the overall management fee calculation.
The table below details all investments held at 31 March 2024 that were
managed by the Group.
31 March 2024
£'000
SL Capital Infrastructure II(B) 24,711
Aberdeen Standard Global Private Markets Fund(B) 20,257
Andean Social Infrastructure Fund I(B) 15,024
Aberdeen Standard Secondary Opportunities Fund IV(C) 12,996
Aberdeen Property Secondaries Partners II(C) 8,584
Aberdeen European Residential Opportunities Fund(B) 8,337
ASI Hark III(B) 6,331
Aberdeen Global Infrastructure Partners II (AUD)(D) 3,858
100,098
(A) The Company is invested in a share class which is not subject to a
management charge from the Group.
(B) The value of this holding is removed from the management fee calculation
to ensure that no double counting occurs.
(C) An amount equivalent to the management fee received by the Manager on the
underlying is offset against the management fee payable by the Company to
ensure that no double counting occurs.
(D) The invested capital commitment is removed from the management fee
calculation to ensure that no double counting occurs.
14. Segmental information
The Directors are of the opinion that the Company is engaged in a single
segment of business being investment business.
15. Subsequent events
On 9 April 2024, following the agreement of shareholders to the proposal to
put the Company into managed wind-down, the Company redeemed and cancelled the
remaining £16,096,000 in aggregate principal amount of its 6.25% Bonds due in
2031. As announced on 8 March 2024, the redemption price was 114.983%. Total
costs of the redemption including accrued interest thereon was £18,587,000.
On 7 June, the Company received Court approval for a reduction in the nominal
value of its ordinary shares from 25p to 1p. Together with an associated
cancellation of the amounts standing to the credit of the share premium
account and capital redemption reserve a new distributable capital reserve has
been created in order to facilitate capital distributions to shareholders.
16. Half-Yearly Report
The financial information in this Report does not comprise statutory accounts
within the meaning of Section 434 - 436 of the Companies Act 2006. The
financial information for the year ended 30 September 2023 has been extracted
from published accounts that have been delivered to the Registrar of Companies
and on which the report of the auditors was unqualified and contained no
statement under Section 498 (2), (3) or (4) of the Companies Act 2006. The
interim accounts have been prepared using the same accounting policies as the
preceding annual accounts.
PricewaterhouseCoopers LLP has reviewed the financial information for the six
months ended 31 March 2024 pursuant to the Auditing Practices Board guidance
on Review of Interim Financial Information.
17. This Half-Yearly Report was approved by the Board and authorised for issue on
26 June 2024.
Alternative Performance Measures
Alternative Performance Measures ("APMs") are numerical measures of the
Company's current, historical or future performance, financial position or
cash flows, other than financial measures defined or specified in the
applicable financial framework. The Company's applicable financial framework
includes FRS 102 and the AIC SORP. The Directors assess the Company's
performance against a range of criteria which are viewed as particularly
relevant for closed-end investment companies.
Net asset value per Ordinary share - debt at par value
The net asset value per Ordinary share with debt at par value is calculated as
follows:
As at As at
31 March 2024 30 September 2023
£'000 £'000
Net asset value attributable 321,982 339,534
Number of Ordinary shares in issue excluding treasury shares 301,265,952 301,265,952
Net asset value per share (p) 106.88 112.70
Discount to net asset value per Ordinary share - debt at par value
The discount is the amount by which the Ordinary share price is lower than the
net asset value per Ordinary share - debt at fair value, expressed as a
percentage of the net asset value - debt at par value. The Board considers
this to be the most appropriate measure of the Company's discount.
31 March 2024 30 September 2023
Net asset value per Ordinary share (p) a 106.88 112.70
Share price (p) b 72.00 83.60
Discount (a-b)/a 32.6% 25.8%
Dividend yield
The annual dividend per Ordinary share divided by the share price, expressed
as a percentage.
31 March 2024 30 September 2023
Dividend per Ordinary share (p) a 5.68 7.33
Share price (p) b 72.00 83.60
Dividend yield a/b 7.9% 8.8%
Net (cash)/gearing - debt at par value
Net (cash)/gearing with debt at par value measures the total borrowings less
cash and cash equivalents divided by shareholders' funds, expressed as a
percentage. Under AIC reporting guidance cash and cash equivalents includes
net amounts due to and from brokers at the period end, in addition to cash and
short term deposits.
31 March 2024 30 September 2023
Borrowings (£'000) a 18,508 15,730
Cash (£'000) b 60,096 21,025
Amounts due from brokers (£'000) d 2,916 62
Shareholders' funds (£'000) e 321,892 339,534
Net (cash)/gearing (a-b+c-d)/e -13.8% -1.6%
Ongoing charges
The ongoing charges ratio has been calculated in accordance with guidance
issued by the AIC as the total of investment management fees and
administrative expenses and expressed as a percentage of the average daily net
asset values with debt at fair value published throughout the year. The ratio
for 31 March 2024 is based on forecast ongoing charges for the year ending 30
September 2024.
31 March 2024 30 September 2023
£ £
Investment management fees 1,050,000 1,126,000
Administrative expenses 981,000 1,184,000
Less: non-recurring charges(A) (62,000) (31,000)
Ongoing charges 1,969,000 2,279,000
Average net assets (B) 327,135,000 351,878,000
Ongoing charges ratio (excluding look-through costs) 0.60% 0.65%
Look-through costs(C) 1.23% 1.09%
Ongoing charges ratio (including look-through costs) 1.83% 1.74%
(A) Professional services considered unlikely to recur.
(B) Debt at fair value until 8 March 2024, debt ar par value thereafter.
(C) Calculated in accordance with AIC guidance issued in October 2020 to
include the Company's share of costs of holdings in investment companies on a
look-through basis.
The ongoing charges ratio provided in the Company's Key Information Document
is calculated in line with the PRIIPs regulations, which includes financing
and transaction costs. This can be found within the literature library section
of the Company's website: abrdndiversified.co.uk.
END
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