REG - Baillie Gifford Euro - Baillie Gifford European Growth Final Results
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RNS Number : 1334H Baillie Gifford European Growth Tst 22 November 2022
RNS Announcement
Baillie Gifford European Growth Trust plc
Legal Entity Identifier: 213800QNN9EHZ4SC1R12
Results for the year to 30 September 2022
The following is the results announcement for the year to 30 September 2022
which was approved by the Board on 21 November 2022.
Over the year to 30 September 2022, the Company's net asset value per share
(NAV) total return was -40.4% compared to a total return of -15.3%
for the comparative index. The share price total return for the same period
was -47.7%.
¾ The largest detractors to relative performance were: Zalando, an online
fashion retailer; Takeaway.com, an online food delivery service; and Wizz Air,
a low cost airline.
¾ Annual turnover was 25.9% and gearing stood at 15.7% of shareholders'
funds as at the year end.
¾ The portfolio now contains four unlisted companies accounting for 10.9%
of total assets as at 30 September 2022 (2021: 4.5% in three companies).
¾ The net revenue for the year was 0.79p per share (2021: 0.44p). A final
dividend of 0.70p per share is being recommended (2021: 0.35p).
¾ Over the year a total of 5,911,659 shares have been bought back into
treasury.
For a definition of terms see Glossary of Terms and Alternative Performance
Measures at the end of this announcement. Total return information is sourced
from Baillie Gifford/Refinitiv and relevant underlying index providers; see
disclaimer at the end of this announcement.
Baillie Gifford European Growth Trust's principal investment objective is to
achieve capital growth over the long-term from a diversified portfolio of
European securities.
The Company is managed by Baillie Gifford & Co, an Edinburgh based fund
management group with around £230 billion under management and advice as at
18 November 2022.
Past performance is not a guide to future performance. Baillie Gifford
European Growth Trust plc is a listed UK company. The value of its shares and
any income from them can fall as well as rise and investors may not get back
the amount invested. The Company is listed on the London Stock Exchange and is
not authorised or regulated by the Financial Conduct Authority. You can find
up to date performance information about Baillie Gifford European Growth Trust
plc on the Company's page of the Managers' website at bgeuropeangrowth.com
(http://www.bgeuropeangrowth.com) ‡
‡ Neither the contents of the Managers' website nor the contents of any
website accessible from hyperlinks on the Managers' website (or any other
website) is incorporated into, or forms part of, this announcement.
For further information please contact:
Naomi Cherry, Baillie Gifford & Co
Tel: 0131 275 2000
Jonathan Atkins, Four Communications
Tel: 0203 920 0555 or 07872 495396
Chairman's Statement
Performance
The net asset value per share ('NAV') total return over the Company's
financial year was -40.4% compared to a total return of -15.3% for the FTSE
Europe ex UK Index, in sterling terms. The share price total return over the
year was -47.7% as the discount to NAV of the Company's shares widened from
1.3% to 13.5%. A reversal of fortune and a very disappointing year in absolute
and relative terms.
Since Baillie Gifford began managing the portfolio in November 2019, the NAV
total return has been 0.8% compared to a total return of 3.9% for the FTSE
Europe ex UK Index, in sterling terms. The share price total return has been
-5.6%, with the discount widening from 7.5% to 13.5%.
It has certainly been a challenging year for all investors but it has been
particularly hard for growth investors. Reasons for this are discussed at
length in the Managers' report and a little below.
Despite strong operational performance from our holdings (further detail
provided in the Managers' report below), the share prices of the types of
companies we own have fallen very significantly, with those companies which
have a technology angle to them being punished severely.
Earnings and Dividend
As noted in the Company's 2019 Annual Report, any dividend paid will be by way
of a final dividend and be the minimum required for the Company to maintain
its investment trust status. Revenue per share for the year was 0.79p (2021:
0.44p) and the Board is recommending a final dividend of 0.70p per share
(2021: 0.35p). Subject to shareholder approval at the Annual General Meeting,
the dividend will be paid on 10 February 2023 to shareholders on the register
on 6 January 2023. The ex-dividend date will be 5 January 2023.
Borrowings
The Company has two €30 million long-term debt facilities: the first has a
duration of 20 years and is priced at a fixed rate of 1.57% and the other has
a term of 15 years at a fixed rate of 1.55%. The Company also has an undrawn
€30 million overdraft facility with The Northern Trust Company, which at
present is capped at €15 million following Board agreement. At the year end,
the Company had invested borrowings of 15.7% with a further 1.1% drawn and
held in cash.
Share Buybacks, Issuance and Discount
Over the course of the Company's financial year, the share price moved from a
1.3% discount to NAV to a 13.5% discount to NAV. During this period, the
Company bought back 5,911,659 shares at a total cost of approximately
£7,444,000 and an average discount of 7.9%. The shares repurchased by the
Company are held in treasury and are available to be reissued, at a premium,
when market conditions allow.
The Board is of the view that the Company should retain the power to buy back
shares during the current financial year and so, at the Annual General
Meeting, is seeking to renew the annual authority to repurchase up to 14.99%
of the shares in issue. When buying back shares, the Board does not have a
formal discount target and is prepared to buy back shares opportunistically.
The Company also has authority to issue new shares and to reissue any shares
held in treasury for cash on a non pre-emptive basis. Shares are
issued/reissued only at a premium to NAV, thereby enhancing NAV for existing
shareholders. The Directors are, once again, seeking 10% share issuance
authority at the Annual General Meeting. As with the buyback authority, this
authority will expire at the conclusion of the Annual General Meeting to be
held in 2024, unless renewed.
The Board and Portfolio Manager
The Company has been managed by Stephen Paice, Chris Davies and Moritz Sitte
as co-portfolio managers. In July 2022, Moritz took up a new opportunity with
a family office. The Board would like to wish Moritz well in his new
endeavours. The Company will continue to be managed by the experienced team of
Stephen and Chris as co-portfolio managers.
There have been no changes to the composition of the Board during the
Company's financial year, though succession planning is underway for the end
of next year, as Dr Woodward will stand down from the Board at the 2024 Annual
General Meeting
Annual General Meeting ('AGM')
The AGM will be held at 11.00 a.m. on 2 February 2023 at The Institute of
Directors, 116 Pall Mall, London, SW1Y 5ED. Baillie Gifford will make a
presentation and I look forward to meeting shareholders who are able to
attend. The Board encourages all shareholders to exercise their votes on the
AGM resolutions by completing and submitting a form of proxy.
Should the situation change and it not be possible to meet in person, further
information will be made available through the Company's website at
bgeuropeangrowth.com and the London Stock Exchange regulatory news service.
Should shareholders have questions for the Board or the Managers or any
queries as to how to vote, they are welcome, as always, to submit them by
email to trustenquiries@bailliegifford.com
(mailto:trustenquiries@bailliegifford.com) or call 0800 917 2112. Information
on the resolutions can be found on pages 55 and 56 of the Annual Report and
Financial Statements. The Directors consider that all resolutions to be put to
shareholders are in their and the Company's best interests as a whole and
recommend that shareholders vote in favour.
The First 50 Years
To commemorate its first 50 years, John Newlands has written a short history
of the Company. A copy of this is available on the Company's page of the
Managers' website at bgeuropeangrowth.com and is enclosed with this Annual
Report for those shareholders who have asked to receive a printed copy.
Outlook
In retrospect, we will look back on the last 25 years of low and falling
interest rates as something of a mirage. Central bankers have enjoyed fame far
in excess of their historically important but unglamorous role as financial
plumbers. Their job, according to Paul Volcker, who proved his worth as a
practitioner, is to remove the punchbowl before the party gets started. For
decades there was no sign of the punchbowl being removed and the world became
accustomed to unlimited punch. We must all consequently now get used to the
feeling of being punch drunk. An unparalleled period of near-zero interest
rates sits oddly with a 400-year average of over 4%. The present challenges
set by a sharp deterioration in geo-political harmony are shaking us out of
that reverie. Something was always bound to, but it was impossible to guess
when. The music has stopped, the party is well and truly over, the police have
arrived and reality has intervened. Interest rates are on their way back to or
above long term norms. In the stock market, present cash flows are prized as
rising inflation and interest rates currently, though temporarily, outweigh
all other factors. The market's barometer is set to maximum fear and storm
hatches have been battened. The underlying prognosis for economic activity is
being impaired. Relative strength and growth will, in time, become rarer and
better appreciated.
If this all sounds and is dispiriting, the good news is that we are living
through a golden age of innovation and disruption in business. Living
standards are high, albeit inflated by an asset bubble and cheap debt, and
technological progress remains extraordinary. Opportunities to grow and
strengthen businesses and to build enduring barriers to entry at pace have
seldom been greater. And positive change is being catalysed by today's
adversity. A $100 oil price, for example, can only hasten the end of the
carbon economy and accelerate its replacement. Equities, and this portfolio
specifically, remain a bet on human ingenuity. It is challenging to endure
this painful period of flux, but even in its midst we might yet struggle to
answer the question differently: 'what would I rather own for the long term?'
Michael MacPhee
Chairman
21 November 2022
Past performance is not a guide to future performance.
Total return information is sourced from Refinitiv/Baillie Gifford and
relevant underlying index providers; see disclaimer at the end of this
announcement.
For a definition of terms, see Glossary of Terms and Alternative Performance
Measures at the end of this announcement.
Managers' Report
In our last annual report, we noted 'a very good start' in performance terms
to our tenure as the Company's managers. Twelve months on, with the share
price down almost 50%, and at times trading at prices in line with the
beginning of our tenure, the same could hardly now be said. With hindsight it
is clear that we underestimated inflationary forces and misjudged the speed
and magnitude of the subsequent correction in company valuations.
As ever in investing, there will be lessons for us to learn and no doubt we
will be debating these for the rest of our careers. The more important
priority for us at this point, however, is turning today's prevailing
pessimism to the advantage of our shareholders. We find ourselves at a pivot
point, with an extreme mismatch between the potential of our companies and
their valuations. If we were at all over-optimistic on valuations last year,
the balm must surely be taking advantage when markets are depressed.
We recently read Richard Rumelt's Good Strategy Bad Strategy, one of the most
compelling books on the subject we've come across. Perhaps his most powerful
insight on strategy is that 'a great deal of strategy work is trying to figure
out what is going on. Not just deciding what to do, but the more fundamental
problem of comprehending the situation'. This is as relevant to our own
strategy as to the strategy of any of our portfolio companies, so before we
explain our ongoing commitment to the process we've built, it is important to
attempt the task Rumelt wisely encourages.
Simplistically, one could disaggregate the headwinds facing European growth
into those facing Europe, and those facing growth. Geopolitics dominates the
former. Russia's invasion of Ukraine has exposed Europe's frailties,
particularly the dependence on Russian hydrocarbons, and unleashed a wave of
inflation not seen in the region for decades. Countless commodities have seen
prices explode as supply shocks hit markets. Perhaps most terrifying of all
has been Russia's reckless shelling around Ukrainian nuclear power plants and
its heightened rhetoric around the use of nuclear weapons, recalling a much
more dangerous era in Europe's past. The proximity of developed Europe to the
emerging crisis has caused a great deal of fear, manifesting perhaps most
strikingly in the substantial outflows from European equities since the war
began.
As for growth, economies are clearly weakening. Several consumer-facing
portfolio companies, including HelloFresh, Zalando, Allegro, Delivery Hero and
Just Eat Takeaway, have already revised guidance downwards for this year, but
it feels increasingly likely that more widespread downgrades are on the way.
We do not aim to distinguish ourselves as economic forecasters: John
Galbraith's observation that the role of economic forecasting is 'to make
astrology look respectable' springs to mind. Over time our portfolio will live
or die by the strength of its idiosyncratic growth drivers and competitive
advantages, not the short-term oscillations of a naturally cyclical economy.
More relevant for assessing the dramatic sell-off in European growth equities
over the past year is the significant rise in discount rates. With inflation
running high - double digits in some European economies - central banks are
scrambling to bring it under control by increasing interest rates. In the
parlance of the capital asset pricing model, the risk-free rate has risen, and
the equity risk premium too. The result is that future cashflows are being
valued much less highly than they were last year.
Share prices ultimately reflect the market's assessment of the present value
of a company's future cashflows. When discount rates move up, growth stocks
see their share prices hit disproportionately. To illustrate the severity of
this, one only needs to look at some of our worst-performing stocks. We
arbitrarily selected fifteen holdings that have delivered a total return of
-50% or worse over the financial year. The average annual revenue growth for
these companies over the preceding three years was 44% but, despite this
strength, the three-year forward revenue growth forecast remains a healthy
18.5%. It is notable, however, that the average forward enterprise value to
sales multiple for this group of companies fell 61% over the year to 30
September 2022, despite their strong fundamentals. Multiple compression has
done a great deal of damage but, in many cases, it feels like there has been a
serious over-correction.
Despite all this turmoil, our strategy remains unchanged. We aim to identify
Europe's great growth companies by carrying out deep research, unearthing
insights and building conviction around a view that differs from that of the
market. We then own these special companies over the long term. With the
market seemingly pouring scorn on this approach, the onus is on us to explain
our ongoing commitment to it.
Long-term fundamentals remain strong. Ben Graham's insight that 'in the short
run, the market is a voting machine but in the long run, it is a weighing
machine' reveals an important truth about markets: long-term returns are
driven by fundamentals, not multiples. Weight matters, and we think this
portfolio has plenty. A cursory glance across the markets being addressed by
our portfolio companies reveals strong secular underpinnings that will drive
high growth rates over the next decade. In freight forwarding, digital
disruptor sennder has the €300bn EU freight truck market to grow into, with
a mere €540m of managed revenue today. Much bigger peer DSV operates across
land, sea and air markets, and tends to make large acquisitions every few
years, yet even it has a tiny 4% market share in third party logistics.
HelloFresh saw its revenue more than double in 2020, growing another 60% in
2021, yet market penetration remains below 0.5%. Wizz Air is growing its fleet
at 15% per annum to the end of the decade, taking advantage of the
inefficiency of legacy carriers to stimulate new demand and gain market share.
Similar stories could be told across the portfolio. In short, little has
changed about the long-term opportunities for our companies.
Crucially, we also see strengthening competitive advantages in this difficult
environment of scarce and expensive capital. Wizz Air and Ryanair should both
benefit from their low cost/low fare model as demand softens and competitors
retrench. Scandinavian airline SAS recently filed for bankruptcy, Romania's
Blue Air looks set to follow suit, and there will be others. Food delivery
companies seem to be getting more rational, with signs of retrenchment across
the board. Deliveroo is exiting the Netherlands, Just Eat Takeaway's home
turf, while the latter has exited Norway, Portugal and Brazil. We should see
less discounting and better profits. Serial acquirers with strong balance
sheets and strong cash flows should also find it easier to acquire targets in
tougher times. Europe's energy transition enablers also seem much better
placed given recent dislocations. NIBE's heat pumps, Epiroc's electric mining
vehicles and Kingspan's insulated panels feel increasingly privileged. These
companies are certainly not wasting this crisis.
It's also worth pointing out that we have high conviction in the portfolio's
ability to weather the current storm. Long-term prospects are irrelevant if
companies do not survive to realise them. We take comfort from the relatively
low level of debt across the portfolio. The net det to equity ratio, for
example, remains low at 0.2x compared to the benchmark at 0.6x. That is not to
say that it has been plain sailing - some stocks have required additional
attention. Delivery Hero successfully plugged potential holes in its balance
sheet earlier this year, and we've spent more time than usual getting
comfortable with Wizz Air's liquidity position. We're also keeping a close eye
on names like Cellectis (where cash burn is high as its CAR-T cell treatments
continue through clinical trials) and Allegro (which is highly levered after
the acquisition of Mall Group); but, overall, the portfolio is in good shape.
Another reason for optimism is that valuations are more attractive than they
have been in a long while. Outlier returns aren't only the result of investing
in high-growth, high-quality companies; they are also the result of the
market's expectations being too low. We often use discounted cashflow (DCF)
analysis as a means of establishing where an expectations mismatch might
arise. We revisited our DCF analyses from last year and were struck by how
much less heavy lifting our companies need to do from here to hit our return
hurdle, a minimum of doubling over the next five years. With long-term
prospects still looking strong and competitive advantages strengthening, we
see attractive payoffs ahead for the portfolio.
DCFs don't determine our investment decisions but can serve to sense check our
assumptions. They have helped highlight discrepancies between our expectations
and those of the market for various stocks. In the case of our luxury
holdings, Kering and Richemont, it seemed at one point that the market was
pricing in competitive advantage periods of three years or less, which for
businesses that get stronger with age felt strangely pessimistic. We found
ourselves similarly surprised by the extremely gloomy expectations for names
at the higher growth end of the portfolio like Zalando and HelloFresh,
businesses that are disrupting existing profit pools and creating new ones.
These are businesses with years of growth ahead if one looks beyond the fear
and uncertainty dominating markets today. These are exactly the sort of
mismatches we aim to exploit, and there are currently plenty to go around.
In short, there is much to be optimistic about. Our portfolio is
well-positioned to weather the current storm and continue driving
transformational change across a range of industries. The mismatch between
these powerful long-term drivers and current share prices is, however, starker
than ever. For long-term growth investors such dislocations are to be
embraced, not feared. We may be natural optimists, but hopefully of the
rational sort.
Portfolio & Transactions
We believe strongly that Europe's big winners over the next decade will be
different from those of the past. With valuations now depressed for many
potential contenders, our attention has naturally gravitated away from
companies where likely growth rates and/or valuations offer less upside
potential. Rational, Kuehne & Nagel and FinecoBank have exited the
portfolio over the past six months as more appealing opportunities for capital
deployment arose. As Ukraine is perhaps proving, the best form of defence is
often attack. Competition for capital has seldom felt this intense.
Over the course of the past year, we've made opportunistic additions to a
significant number of our high-growth companies. These include Aker Horizons,
Wizz Air, Allegro, Prosus, Delivery Hero, Just Eat Takeaway, AUTO1, Schibsted,
VNV Global and Kinnevik. Each of these companies continues to invest heavily
for future growth and competitive advantage, harnessing today's cashflows to
grow those of the future. These are the names where we observe the greatest
mismatches between long-term fundamentals and share prices, but there have
been several others. Luxury holdings Richemont and Kering, Irish building
materials supplier Kingspan and freight forwarder DSV have all received
additional capital on this basis.
Market volatility has allowed us to be equally opportunistic in the purchase
of new holdings. In some cases, these are businesses we've known and admired
for some time. Two such cases are in healthcare, where momentous change is
afoot thanks to an ever-enriching biological toolbox increasingly available to
innovative companies. CRISPR Therapeutics is riding this wave, using a
game-changing gene-editing tool discovered by Jennifer Doudna and Emmanuelle
Charpentier called CRISPR-Cas9. This is essentially a pair of molecular
scissors capable of cutting DNA in specific places and making precise
deletions of genetic material. The discovery won the pair the Nobel Prize for
chemistry in 2020. CRISPR Therapeutics has been developing a curative
treatment for sickle cell disease, but this is potentially a platform
technology that could be applied to a broad range of other conditions.
We've also taken a new holding in Evotec, a contract research organisation
(CRO) and drug discovery business. This is another key enabler of the
biological revolution. Its most mature business is a traditional CRO helping
biotech and pharma companies with parts of the R&D process they cannot do
in-house. Evotec has a uniquely end-to-end pre-clinical offering here, giving
it an edge over peers. More interesting for high-return outcomes, however, is
Evotec's recent move to jointly develop a pipeline of 120+ drugs with its
partners and share in the economics of their success. This business model
transition and the unique focus on research excellence supporting it is
ascribed little value by the market
We speak often of the breadth and diversity in the European market. This could
not be better demonstrated than by the other new purchases we've made this
year. Toy company Tonies, online digital real estate agent McMakler
(unlisted), acquisitive vertical market software company Topicus and video
games consolidator Embracer - all mentioned in the interim report -
demonstrate this clearly. These are all relatively young companies, so it may
be somewhat surprising to see us purchase two companies that can trace their
origins back to the 19th century: Nexans and EXOR.
Both companies are modernising. Nexans, a French cables maker, is reforging
itself as a pure electrification business under the leadership of CEO
Christopher Guerin after years of underperformance. He has staked his career
on a radical reshaping of the company, with one third of revenues earmarked
for divestment and an aspiration to use the freed-up capital to acquire
electrification businesses. The centrepiece for Nexans' pivot is its subsea
high-voltage business, where it supplies cables to the offshore wind and
interconnector markets and is one of two companies in the world able to
install subsea cables at extreme depths. Nexans is thus a key enabler of the
green energy transition and, if Guerin is successful, its financial results
will be radically improved.
EXOR is the holding company of the Agnelli family. Its portfolio today remains
dominated by the businesses of the old Fiat empire. The best of these is
luxury carmaker Ferrari, which is perhaps closer to a luxury goods company.
Its siblings from the old Fiat stable include Stellantis, formed by the merger
of Fiat Chrysler and Peugeot, and agricultural equipment maker CNH Industrial.
EXOR's discount to NAV recently widened to nearly 50%, but the more appealing
aspect of EXOR is the potential for portfolio transformation. John Elkann -
CEO and fifth generation Agnelli - has a great deal of permanent capital to
deploy at a time when it is in short supply and valuations are attractive
thanks to the recent sale of reinsurance business PartnerRe. Elkann plans to
pivot the portfolio towards sectors where structural growth prospects are
stronger than the legacy car business, using the Agnelli long-termism to open
doors others can't. These include luxury, healthcare and technology. We feel
that this transformation is underappreciated by the market.
Aside from our investment in McMakler earlier this year, we have made no
additional investments in unlisted companies. Private markets have been
somewhat quieter in 2022 with far fewer companies raising capital compared to
2021. With public market valuations having fallen, many unlisted companies
perhaps fear that further funding rounds may be transacted at lower levels
than previous ones, or so-called 'down rounds'. We remain enthused by the
long-term potential for Europe's unlisted companies, but we may have to wait
until brighter days before we can deploy fresh capital. Despite fewer new
opportunities, our current unlisted investments continue to perform well.
Swedish battery maker Northvolt - our largest holding as at 30 September 2022
- was the standout contributor to relative performance during the period,
though we would note that this performance has benefitted from foreign
exchange movements.
Outlook
One of the main characters in Hernan Diaz' recent novel Trust is narcissistic
financier Andrew Bevel, who makes a fortune investing in markets in the 1920s
largely on advice provided by his wife. Drafting a revisionist memoir, Bevel
seeks to cast himself as the self-sufficient protagonist, depriving his late
wife of much deserved credit. Despite Bevel's obvious shortcomings, through
him Diaz offers a remarkably piercing insight with clear parallels to stock
markets:
'Every life is organised around a small number of events that either propel us
or bring us to a grinding halt. We spend the years between these episodes
benefitting or suffering from their consequences until the arrival of the next
forceful moment. A man's worth is established by the number of these defining
circumstances he is able to create for himself. He need not always be
successful, for there can be great honour in defeat. But he ought to be the
main actor in the decisive scenes in his existence, whether they be epic or
tragic.'
Europe is living through several forceful moments at once. Not simply the
ongoing reverberations of Covid and the dislocations caused by war, but also
the immense wave of innovation in technologies and business models which are
surely the more relevant protagonists of the story to be written in the years
ahead. It is precisely these 'main actors' we seek - companies that are in
control of their own destinies, able to create their own luck. This is why we
are uninterested in banks, traditional energy companies, utilities and the
cast of companies that rely on exogenous factors to drive profits. We believe
Europe's outliers are much more likely to be those companies that can create
their own 'defining circumstances' over long periods.
Not all of our protagonists will go on to attain superstar status as the great
outliers of the next decade, but not all of them need to. We believe the cast
we have assembled provides an excellent platform for those outliers to step
forth, supported by inexorable underlying growth trends, strengthening
competitive positions and excellent managers. The outlook for this portfolio
must therefore be based on an assessment of these factors. As you can perhaps
tell, we remain defiantly optimistic.
Stephen Paice
Chris Davies
Baillie Gifford & Co
21 November 2022
List of Investments as at 30 September 2022
Business Country Value %
of total
Name £'000
assets
Northvolt (U) Battery developer and manufacturer Sweden 24,301 6.7
Prosus Portfolio of online consumer companies Netherlands 21,439 5.9
Adyen Online payments platform Netherlands 14,969 4.1
Topicus.com* Acquirer of vertical market software companies Netherlands 13,025 3.6
Richemont Owner of luxury goods companies Switzerland 12,234 3.4
Ryanair Low-cost airline Ireland 11,990 3.3
Kering Owner of luxury fashion brands France 11,347 3.1
Atlas Copco Industrial group Sweden 10,958 3.0
IMCD Speciality chemicals distributor Netherlands 10,023 2.8
Nexans* Cable manufacturing company France 9,642 2.7
ASML Semiconductor equipment manufacturer Netherlands 9,609 2.6
Schibsted Media and classifieds advertising platforms Norway 9,431 2.6
Avanza Bank Online investment platform Sweden 9,076 2.5
Mettler-Toledo Manufacturer of precision instruments for laboratories Switzerland 8,888 2.4
Hexpol Manufacturer of rubber and polymer compounds Sweden 8,848 2.4
DSV Freight forwarder Denmark 8,565 2.4
Dassault Systèmes Develops software for 3D computer-aided design France 8,330 2.3
EXOR* Investment company specialising in industrials Netherlands 8,304 2.3
Reply IT consulting and systems integration provider Italy 8,020 2.2
Kinnevik Investment company specialising in digital consumer businesses Sweden 7,953 2.2
Allegro.eu E-commerce platform Poland 7,786 2.1
Takeaway.com Online food ordering and home delivery Netherlands 7,621 2.1
Sartorius Stedim Biotech Pharmaceutical and laboratory equipment provider France 7,585 2.1
Kingspan Group Building materials provider Ireland 7,502 2.1
Spotify Online audio streaming service Sweden 7,263 2.0
Delivery Hero Online food delivery platform Germany 7,116 2.0
Adevinta Online classifieds marketplaces Norway 6,290 1.7
Zalando Online fashion retail platform Germany 6,241 1.7
sennder (U) Freight forwarder focused on road logistics Germany 6,098 1.7
McMakler*(U) Digital real estate broker Germany 5,372 1.5
Wizz Air Holdings Low-cost airline Hungary 5,081 1.4
AUTO1 Online platform for used car selling in Europe Germany 4,857 1.3
Embracer* Acquirer of video, mobile and board games companies Sweden 4,828 1.3
NIBE Industrier Heat pump manufacturer Sweden 4,657 1.3
adidas Sports shoes and clothing manufacturer Germany 4,619 1.3
Evotec* Contract research and drug discovery company Germany 4,604 1.3
Epiroc Mining and infrastructure equipment provider Sweden 4,235 1.2
Flixmobility (U) Long-distance bus and train provider Germany 3,828 1.1
HelloFresh Meal kit delivery company Germany 3,731 1.0
Beijer Wholesaler of cooling technology Sweden 3,678 1.0
Hemnet Online real estate platform Sweden 3,442 1.0
Aker Horizons Investment company specialising in green technology Norway 3,197 0.9
Addlife Acquirer of life sciences companies Sweden 3,058 0.8
VNV Global Investment company specialising in early-stage technologies Sweden 2,862 0.8
Tonies* Musical storybox toys for children Germany 2,832 0.8
Crispr Therapeutics* Developer of treatments based on gene editing technology Switzerland 1,967 0.5
Cellectis# Biotech focused on genetic engineering France 742 0.2
Ubisoft Entertainment Video games publisher France 61 -
Total investments 358,105 98.7
Net liquid assets 4,852 1.3
Total assets 362,957 100.0
Borrowings (52,560) (14.5)
Shareholders' funds 310,397 85.5
(U) Denotes unlisted
* New holding bought during the year (Bechtle, FinecoBank, Investor, Kuehne +
Nagel, L'Oréal, MorphoSys, Pernod Ricard and Rational were sold during the
year).
# Includes American Depositary Receipt.
Income Statement
Notes 2022 2022 2022 2021 2021 2021
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net (losses)/gains on investments - (241,839) (241,839) - 106,241 106,241
Currency gains/(losses) 104 (1,145) (1,041) (61) 1,981 1,920
Income 2 4,313 - 4,313 3,256 - 3,256
Investment management fee 3 (412) (1,647) (2,059) (574) (2,298) (2,872)
Other administrative expenses (572) - (572) (636) - (636)
Net return before finance costs 3,433 (244,631) (241,198) 1,985 105,924 107,909
and taxation
Finance costs (214) (652) (866) (134) (427) (561)
Net return on ordinary activities 3,219 (245,283) (242,064) 1,851 105,497 107,348
before taxation
Tax on ordinary activities (358) - (358) (318) (380) (698)
Net return on ordinary activities 2,861 (245,283) (242,422) 1,533 105,117 106,650
after taxation
Net return per ordinary share* 4 0.79p (67.98p) (67.19p) 0.42p 28.90p 29.32p
The total column of this statement is the profit and loss account of the
Company. The supplementary revenue and capital return columns are prepared
under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing
operations.
A Statement of Comprehensive Income is not required as all gains and losses of
the Company have been reflected in the above statement
Balance Sheet
Notes 2022 2022 2021 2021
£'000 £'000 £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 6 358,105 600,351
Current assets
Debtors 2,797 2,320
Cash and cash equivalents 3,571 12,252
6,368 14,572
Creditors
Amounts falling due within one year (1,516) (1,913)
Net current assets 4,852 12,659
Total assets less current liabilities 362,957 613,010
Creditors
Amounts falling due after more than one year 7 (52,560) (51,471)
Net assets 310,397 561,539
Capital and reserves
Share capital 10,061 10,061
Share premium account 125,050 125,050
Capital redemption reserve 8,750 8,750
Capital reserve 158,457 411,184
Revenue reserve 8,079 6,494
Shareholders' funds 310,397 561,539
Net asset value per ordinary share* (borrowings at book value) 86.5p 154.0p
Net asset value per ordinary share* (borrowings at fair value) 91.9p 154.5p
Statement of Changes in Equity
Notes Share Share Capital Capital Revenue Shareholders'
capital premium redemption reserve reserve funds
£'000 account reserve £'000 £'000 £'000
£'000 £'000
Shareholders' funds at 1 October 2021 10,061 125,050 8,750 411,184 6,494 561,539
Dividends paid during the year 5 - - - - (1,276) (1,276)
Shares bought back into treasury 9 - - - (7,444) - (7,444)
Net return on ordinary activities after taxation - - - (245,283) 2,861 (242,422)
Shareholders' funds at 30 September 2022 10,061 125,050 8,750 158,457 8,079 310,397
Notes Share Share Capital Capital Revenue Shareholders'
capital premium redemption reserve reserve funds
£'000 account reserve £'000 £'000 £'000
£'000 £'000
Shareholders' funds at 1 October 2020 10,061 123,749 8,750 303,860 6,228 452,648
Dividends paid during the year 5 - - - - (1,267) (1,267)
Shares issued from treasury 9 - 1,301 - 2,207 - 3,508
Net return on ordinary activities after taxation - - - 105,117 1,533 106,650
Shareholders' funds at 30 September 2021 10,061 125,050 8,750 411,184 6,494 561,539
Cash Flow Statement
Notes 2022 2022 2021 2021
£'000 £'000 £'000 £'000
Cash flows from operating activities
Net return on ordinary activities before taxation (242,064) 107,348
Net losses/(gains) on investments 241,839 (106,241)
Currency losses/(gains) 1,041 (1,920)
Finance costs 866 561
Overseas withholding tax suffered (284) (698)
Overseas withholding tax received 459 576
Changes in debtors and creditors* (530) 63
Cash from operations** 1,327 (311)
Interest paid (852) (339)
Net cash inflow/(outflow) from operating activities 475 (650)
Cash flows from investing activities
Acquisitions of investments (147.499) (126,932)
Disposals of investments 147,012 101,088
Net cash outflow from investing activities (487) (25,844)
Cash flows from financing activities
Shares issued from treasury - 3,508
Shares bought back into treasury (7,436) -
Equity dividends paid (1,276) (1,267)
Private placement loan notes issued - 52,994
Costs of issuance of private placement loan notes - (103)
Net cash (outflow)/inflow from financing activities (8,712) 55,132
(Decrease)/increase in cash and cash equivalents (8,724) 28,638
Exchange movements 43 496
Cash and cash equivalents at start of year 10 12,252 (16,882)
Cash and cash equivalents at end of year 10 3,571 12,252
Comprising:
Cash at bank 3,571 12,252
3,571 12,252
*Change in debtors (£214,000) (2021 - (£119,000)), change in creditors
(£316,000) (2021 - £182,000).
** Cash from operations includes dividends received of £4,284,000 (2021 -
£3,224,000).
Notes to the Condensed Financial Statements
1. The Financial Statements for the year to 30 September 2022 have
been prepared in accordance with FRS 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland' on the basis of the accounting
policies set out pages 41 and 42 of the Annual Report and Financial Statements
which are consistent with those applied for the year ended 30 September 2021.
2.
2022 2021
£'000 £'000
Income from investments
Overseas dividends 4,311 3,255
Other income
Interest on deposits 2 1
Total income 4,313 3,256
3. Investment Management Fee
2022 2022 2022 2021 2021 2021
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 412 1,647 2,059 574 2,298 2,872
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford
& Co, was appointed as the Company's Alternative Investment Fund Manager
('AIFM') and Company Secretary on 29 November 2019. Baillie Gifford & Co
Limited has delegated portfolio management services to Baillie Gifford &
Co. Dealing activity and transaction reporting has been further sub-delegated
to Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong)
Limited. The Investment Management Agreement between the AIFM and the Company
sets out the matters over which the Managers have authority in accordance with
the policies and directions of, and subject to restrictions imposed by, the
Board. The Investment Management Agreement is terminable on not less than
three months' notice or on shorter notice in certain circumstances.
Compensation would only be payable if termination occurred prior to the expiry
of the notice period.
Baillie Gifford & Co Limited's annual management fee is 0.55% of the lower
of (i) the Company's market capitalisation and (ii) the Company's net asset
value (which shall include income), in either case up to £500 million, and
0.50% of the amount of the lower of the Company's market capitalisation or net
asset value above £500 million, calculated and payable quarterly.
4. Net Return per Ordinary Share
2022 2022 2022 2021 2021 Capital 2021
Revenue Capital Total Revenue Total
Net return per ordinary share 0.79p (67.98p) (67.19p) 0.42p 28.90p 29.32p
Revenue return per ordinary share is based on the net revenue return on
ordinary activities after taxation of £2,861,000 (2021 - £1,533,000), and on
360,823,119 (2021 - 363,715,768) ordinary shares, being the weighted average
number of ordinary shares in issue during each year.
Capital return per ordinary share is based on the net capital loss for the
financial year of £245,283,000 (2021 - net capital gain of £105,117,000),
and on 360,823,119 (2021 - 363,715,768) ordinary shares, being the weighted
average number of ordinary shares in issue during each year.
There are no dilutive or potentially dilutive shares in issue.
5. Ordinary Dividends
2022 2021 2022 2021
£'000 £'000
Amounts recognised as distributions in the year:
Previous year's final dividend (paid 11 February 2022) 0.35p 0.35p 1,276 1,267
Also set out below are the total dividends paid and proposed in respect of the
financial year, which is the basis on which the requirements of section 1158
of the Corporation Tax Act 2010 are considered. The revenue available for
distribution by way of dividend for the year is £2,861,000 (2021 -
£1,533,000).
2022 2021 2022 2021
£'000 £'000
Dividends paid and payable in respect of the year:
Proposed final dividend (payable 10 February 2023) 0.70p 0.35p 2,511 1,276
6. Investments
As at 30 September 2022 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Securities
Listed equities 318,506 - - 318,506
Unlisted securities - - 39,599 39,599
Total financial asset investments 318,506 - 39,599 358,105
As at 30 September 2021 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Securities
Listed equities 572,399 - - 572,399
Unlisted securities - - 27,952 27,952
Total financial asset investments 572,399 - 27,952 600,351
Investments in securities are financial assets designated at fair value
through profit or loss on initial recognition. In accordance with FRS 102 the
tables above provide an analysis of these investments based on the fair value
hierarchy described below which reflects the reliability and significance of
the information used to measure their fair value.
Fair Value Hierarchy
The levels are determined by the lowest (that is the least reliable or least
independently observable) level of input that is significant to the fair value
measurement for the individual investment in its entirety as follows:
Level 1 - using unadjusted quoted prices for identical instruments in an
active market;
Level 2 - using inputs, other than quoted prices included within Level 1, that
are directly or indirectly observable (based on market data); and
Level 3 - using inputs that are unobservable (for which market data is
unavailable).
The valuation techniques used by the Company are explained in the accounting
policies on page 42 of the Annual Report and Financial Statements. A
sensitivity analysis by valuation technique of the unlisted securities is on
pages 52 and 53 of the Annual Report and Financial Statements.
7. Creditors - amounts falling due after more than one year
2022 2021
£'000
£'000
Unsecured loan notes:
€30m 1.55% 24 June 2036 26,299 25,755
€30m 1.57% 8 December 2040 26,261 25,716
52,560 51,471
The company has €30 million of long-term, fixed rate, senior, unsecured
privately placed loan notes, with a fixed coupon of 1.57% to be repaid on 8
December 2040 and a further €30 million of long-term, fixed rate, senior,
unsecured privately placed loan notes with a fixed coupon of 1.55% to be
repaid on 24 June 2036.
The main covenants which are tested monthly are: (i) Net tangible assets shall
not fall below £200,000,000. (ii) Total borrowings shall not exceed 30% of
the Company's adjusted assets. (iii) The Company's number of holdings shall
not fall below 30.
At 30 September 2022 the Company currently had a €30,000,000 bank overdraft
credit facility agreement with The Northern Trust Company (the 'Bank') for the
purpose of pursuing its investment objective. As at 30 September 2022, nil had
been drawn down (2021 - nil). The facility is uncommitted. Interest is charged
at 1.25% above the European Central Bank Main Financing Rate. The Board has
currently agreed to cap a drawdown under this facility at €15,000,000.
8. Transaction costs incurred on the purchase and sale of investments
are added to the purchase costs or deducted from the sales proceeds, as
appropriate. The purchases and sales proceeds figures include transaction
costs of £104,000 (2021 - £96,000) and £59,000 (2021 - £45,000)
respectively.
9. Share Capital
2022 2022 2021 2021
Number
Number
£'000 £'000
Allotted, called up and fully paid ordinary shares of 2.5p each 358,687,671 8,967 364,599,330 9,115
Treasury shares of 2.5p each 43,756,019 1,094 37,844,360 946
Total 402,443,690 10,061 402,443,690 10,061
The Company's shareholder authority permits it to hold shares bought back in
treasury. Under such authority, treasury shares may be subsequently either
sold for cash (at a premium to net asset value per ordinary share) or
cancelled. At 30 September 2022 the Company had authority to buy back
53,554,834 ordinary shares. During the year to 30 September 2022, no ordinary
shares (2021 - nil) were bought back for cancellation and 5,911,659 ordinary
shares were bought back into treasury at a cost of £7,444,000 (2021 - nil).
Under the provisions of the Company's Articles of Association share buy-backs
are funded from the capital reserve. The Company has authority to allot shares
under section 551 of the Companies Act 2006. The Board has authorised use of
this authority to issue new shares at a premium to net asset value per share
in order to enhance the net asset value per share for existing shareholders
and improve the liquidity of the Company's shares. During the year to 30
September 2022 no shares were issued (in the year to 30 September 2021 -
2,400,000 shares on a non pre-emptive basis (nominal value £60,000,
representing 0.7% of the issued share capital at 30 September 2020) at a
premium to net asset value (on the basis of debt valued at book value) raising
net proceeds of £3,508,000).
10. Analysis on change in net debt
1 October Cash flows Other non-cash changes Exchange movement 30 September
2021
£'000
£'000
£'000
2022
£'000
£'000
Cash and cash equivalents 12,252 (8,619) - (62) 3,571
Loans due in more than one year (51,471) - (6) (1,083) (52,560)
(39,219) (8,619) (6) (1,145) (48,989)
11. The financial information for 2021 is derived from the statutory
accounts for 2021 which have been delivered to the Registrar of Companies.
Statutory accounts for 2022 will be delivered to the Registrar of Companies in
due course. The Auditors have reported on the 2021 and 2022 accounts, their
report was (i) unqualified; (ii) did not include a reference to any matters to
which the Auditors drew attention by way of emphasis without qualifying their
report; and (iii) did not contain a statement under sections 498(2) or (3) to
497 of the Companies Act 2006.
12. Transactions with Related Parties and the Managers and Secretaries
The Directors' fees for the year and interests in the Company's shares at the
end of the year are detailed in the Directors' Remuneration Report on page 30
of the Annual Report and Financial Statements. The Directors' Fees are
included in note 4 on page 43 of the Annual Report and Financial Statements.
No Director has a contract of service with the Company. During the years
reported, no Director was interested in any contract or other matter requiring
disclosure under section 412 of the Companies Act 2006.
The Management fee due to Baillie Gifford & Co Limited is set out in note
3 on page 43 of the Annual Report and Financial Statements and the amount
accrued at 30 September 2022 is set out in note 11 on page 47 of the Annual
Report and Financial Statements. Details of the Investment Management
Agreement are set out on page 20 of the Annual Report and Financial
Statements.
13. The Annual Report and Financial Statements will be available on the
Company's page of the Managers' website at bgeuropeangrowth.com
(http://www.bgeuropeangrowth.com) on or around 6 December 2022.
None of the views expressed in this document should be construed as advice to
buy or sell a particular investment.
Glossary of Terms and Alternative Performance Measures (APM)
An Alternative Performance Measure ('APM') is a financial measure of
historical or future financial performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable
financial reporting framework. The APMs noted below are commonly used measures
within the investment trust industry and serve to improve comparability
between investment trusts.
Total Assets
This is the Company's definition of Adjusted Total Assets, being the total
value of all assets less current liabilities, before deduction of all
borrowings.
Shareholders' Funds
Shareholders' Funds is the value of all assets held less all liabilities, with
borrowings deducted at book value.
Net Asset Value
Net Asset Value is the value of total assets less liabilities with borrowings
deducted at either book value or fair value as described below. The net asset
value per share (NAV) is calculated by dividing this amount by the number of
ordinary shares in issue (excluding treasury shares).
Net Asset Value (Borrowings at Fair Value) (APM)
Borrowings are valued at an estimate of market worth. The fair value of the
Company's loan notes is set out in note 19 on page 54 of the Annual Report and
Financial Statements.
A reconciliation from shareholders' funds (borrowings at book value) to net
asset value after deducting borrowings at fair value is provided below.
2022 2022 2021 2021
£'000 per share £'000 per share
Shareholders' funds (borrowings at book value) 310,397 86.5p 561,539 154.0p
Add: book value of borrowings 52,560 14.7p 51,471 14.1p
Less: fair value of borrowings (33,425) (9.3p) (49,855) (13.6p)
Net asset value (borrowings at fair value) 329,532 91.9p 563,155 154.5p
The per share figures above are based on 358,687,671 (2021 - 364,599,330)
ordinary shares of 2.5p, being the number of ordinary shares in issue at the
year end.
Net Liquid Assets
Net liquid assets comprise current assets less current liabilities, excluding
borrowings.
Discount/Premium (APM)
As stockmarkets and share prices vary, an investment trust's share price is
rarely the same as its NAV. When the share price is lower than the NAV it is
said to be trading at a discount. The size of the discount is calculated by
subtracting the share price from the NAV and is usually expressed as a
percentage of the NAV. If the share price is higher than the NAV it is said to
be trading at a premium.
2022 2022 2021 2021
NAV (book) NAV (fair) NAV (book) NAV (fair)
Closing NAV 86.5p 91.9p 154.0p 154.5p
Closing share price 79.5p 79.5p 152.4p 152.4p
Discount 8.1% 13.5% 1.0% 1.3%
Total Return (APM)
The total return is the return to shareholders after reinvesting the net
dividend on the date that the share price goes ex-dividend.
2022 2022 2021 2021
NAV (fair) Share price NAV (fair) Share price
Closing NAV/share price (a) 91.9p 79.5p 154.5p 152.4p
Dividend adjustment factor† (b) 1.0024 1.0025 1.0025 1.0024
Adjusted closing NAV/share price (c = a x b) 92.1p 79.7p 154.9p 152.8p
Opening NAV/share price (d) 154.5p 152.4p 125.0p 122.0p
Total return (expressed as a %) (c ÷ d)-1 (40.4%) (47.7%) 24.0% 25.2%
† The dividend adjustment factor is calculated on the assumption that the
dividend of 0.35p (2021 - 0.35p) paid by the Company during the year was
reinvested into shares of the Company at the cum income NAV/share price, as
appropriate, at the ex-dividend date.
Ongoing Charges (APM)
The total expenses (excluding borrowing costs) incurred by the Company as a
percentage of the average net asset value with borrowings at fair value. The
ongoing charges have been calculated on the basis prescribed by the
Association of Investment Companies.
A reconciliation from the expenses detailed in the Income Statement on page 37
of the Annual Report and Financial Statements is provided below.
2022 2021
Investment management fee £2,059,000 £2,872,000
Other administrative expenses £572,000 £636,000
Total expenses (a) £2,631,000 £3,508,000
Average net asset value (with borrowings deducted at fair value) (b) £439,950,000 £525,380,000
Ongoing charges ((a) - (b) expressed as a percentage) 0.60% 0.67%
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public company, an
investment trust can borrow money to invest in additional investments for its
portfolio. The effect of the borrowing on shareholders' funds is called
'gearing'. If the Company's assets grow, shareholders' funds grow
proportionately more because the debt remains the same. But if the value of
the Company's assets falls, the situation is reversed. Gearing can therefore
enhance performance in rising markets but can adversely impact performance in
falling markets.
Equity gearing is the Company's borrowings adjusted for cash and cash
equivalents expressed as a percentage of shareholders' funds. Potential
gearing is the Company's borrowings expressed as a percentage of shareholders'
funds.
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers (AIFM)
Regulations, leverage is any method which increases the Company's exposure,
including the borrowing of cash and the use of derivatives. It is expressed as
a ratio between the Company's exposure and its net asset value and can be
calculated on a gross and a commitment method. Under the gross method,
exposure represents the sum of the Company's positions after the deduction of
sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the
deduction of sterling cash balances and after certain hedging and netting
positions are offset against each other.
Active Share (APM)
Active share, a measure of how actively a portfolio is managed, is the
percentage of the portfolio that differs from its comparative index. It is
calculated by deducting from 100 the percentage of the portfolio that overlaps
with the comparative index. An active share of 100 indicates no overlap with
the index and an active share of zero indicates a portfolio that tracks the
index.
Automatic Exchange of Information
In order to fulfil its obligations under UK Tax Legislation relating to the
automatic exchange of information, the Company is required to collect and
report certain information about certain shareholders.
The legislation requires investment trust companies to provide personal
information to HMRC on certain investors who purchase shares in investment
trusts. As an affected company, Baillie Gifford European Growth Trust will
have to provide information annually to the local tax authority on the tax
residencies of a number of non-UK based certificated shareholders and
corporate entities.
Shareholders, excluding those whose shares are held in CREST, who come on to
the share register will be sent a certification form for the purposes of
collecting this information.
For further information, please see HMRC's Quick Guide: Automatic Exchange of
Information - information for account holders
gov.uk/government/publications/exchange-of- information-account-holders.
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