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REG - Baillie Gifford UK - Annual Financial Report

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RNS Number : 6684P  Baillie Gifford UK Growth Trust PLC  03 July 2025

Baillie Gifford UK Growth Trust plc

 

Legal Entity Identifier: 549300XX386SYWX8XW22

Regulated Information Classification: Annual Financial and Audit Reports

 

Annual Report and Financial Statements

 

Further to the statement of audited annual results announced to the Stock
Exchange on 13 June 2025, Baillie Gifford UK Growth Trust plc ("UK Growth" or
"the Company") announces that the Company's Annual Report and Financial
Statements for the year ended 30 April 2025, including the Notice of Annual
General Meeting, has today been posted to shareholders and submitted
electronically to the National Storage Mechanism where it will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

It is also available on the UK Growth page of the Baillie Gifford website at:
bgukgrowthtrust.com (http://www.bgukgrowthtrust.com) (as is the statement of
audited annual results announced by the Company on 13 June 2025).

 

 

Responsibility Statement of the UK Growth Directors in respect of the Annual
Financial Report

The UK Growth Directors confirm that, to the best of their knowledge:

- the Financial Statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and net return of the Company;

- the Strategic Report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal risks and uncertainties they face; and

- the Annual Report and Financial Statements taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy.

 

 

Principal and Emerging Risks relating to the Company

 

As explained on pages 51 and 52 of the Annual Report and Financial Statements
there is an ongoing process for identifying, evaluating and managing the risks
faced by the Company on a regular basis. The Directors have carried out a
robust assessment of the principal and emerging risks facing the Company,
including those that would threaten its business model, future performance,
regulatory compliance, solvency or liquidity. A description of these risks and
how they are being managed or mitigated is set out below. There have been no
significant changes to the nature of the principal risks during the year. On
pages 30 to 33 of the Annual Report and Financial Statements, an upwards
arrow, dash or downwards arrow has been included to show if the risk level has
increased, not changed or decreased since it was reported in last year's
Annual Report and Financial Statements.

The Board considers heightened macroeconomic and geopolitical concerns to be
factors which exacerbate existing areas of risk as categorised and further
explained below.

 

 

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Financial risk: The Company's assets consist predominately of listed             The Board has, in particular, considered the impact of heightened market         Risk level: High
 securities and its principal and emerging risks are therefore market related     volatility due to macroeconomic factors such as higher inflation and interest

 and include market risk (comprising currency risk, interest rate risk and        rates and geopolitical concerns. To monitor and, where possible, mitigate        This risk is unchanged and remains high due to high levels of market
 other price risk), liquidity risk and credit risk. An explanation of those       these risks the Board considers at each meeting various portfolio metrics        volatility as a result of heightened geopolitical concerns and the threat to
 risks and how they are managed is contained in note 18 on pages 83 to 87 of      including individual stock performance, the composition and diversification of   trade from increased protectionism.
 the Annual Report and Financial Statements.                                      the portfolio by sector, purchases and sales of investments and the top and

                                                                                bottom contributors to performance. The Managers provide rationale for stock
                                                                                  selection decisions. A strategy meeting is held annually.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Investment strategy risk: Pursuing an investment strategy to fulfil the          To mitigate this risk, the Board regularly reviews and monitors: the Company's   Risk level: High
 Company's objective which the market perceives to be unattractive or             objective and investment policy and strategy; the investment portfolio and its

 inappropriate, or the ineffective implementation of an attractive or             performance; the level of discount/premium to net asset value at which the       This risk remains high as the market's appetite for growth stocks, typically
 appropriate strategy, may lead to reduced returns for shareholders and, as a     shares trade; and movements in the share register and raise any matters of       held by the Company, declined during the recent period of heightened
 result, a decreased demand for the Company's shares. This may lead to the        concern with the Managers.                                                       macroeconomic and geopolitical concern.
 Company's shares trading at a widening discount to their net asset value.
 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Discount risk: The discount/premium at which the Company's shares trade          To manage this risk, the Board monitors the level of discount/premium at which   Risk level: High
 relative to its net asset value can change. The risk of a widening discount is   the shares trade and the Company has authority to buy back its existing shares

 that it may undermine investor confidence in the Company.                        when deemed by the Board to be in the best interests of the Company and its      The Company's shares continued to trade at a discount. In the year to 30 April
                                                                                  shareholders.                                                                    2025, the Company bought back 17,403,697 shares. In January 2025, the Board
                                                                                                                                                                   determined to use buybacks to endeavour to maintain a single digit discount,
                                                                                                                                                                   in normal market conditions.
 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Climate and governance risk: Perceived problems on Environmental, Social and     This is mitigated by the Investment Managers' thorough ESG stewardship and       Risk level: Moderate
 Governance ('ESG') matters in an investee company could lead to that company's   engagement policies, which are available to view on the Managers' website:

 shares being less attractive to investors, adversely affecting its share         bailliegifford.com and have been reviewed and endorsed by the Company, and are   The Investment Manager continued to employ strong ESG stewardship and
 price, in addition to potential valuation issues arising from any direct         fully integrated into the investment process as well as the extensive upfront    engagement policies.
 impact of the failure to address the ESG weakness on the operations or           and ongoing due diligence which the Investment Managers undertake on each
 management of the investee company (for example in the event of an industrial    investee company. This due diligence includes assessment of the risks inherent
 accident or spillage). Repeated failure by the Investment Manager to identify    in climate change (see page 54 of the Annual Report and Financial Statements).
 ESG weaknesses in investee companies could lead to the Company's own shares      The Directors have considered the impact of climate change on the Financial
 being less attractive to investors, adversely affecting its own share price.     Statements of the Company and this is included in note 1 to the Financial
                                                                                  Statements on page 75 of the Annual Report and Financial Statements.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Regulatory risk: Failure to comply with applicable legal and regulatory          To mitigate this risk, Baillie Gifford's Business Risk, Internal Audit and       Risk level: Low
 requirements such as the tax rules for investment companies, the FCA Listing     Compliance Departments provide regular reports to the Audit Committee on

 Rules and the Companies Act could lead to suspension of the Company's Stock      Baillie Gifford's monitoring programmes. Major regulatory change could impose    All control procedures were working effectively and there were no material
 Exchange listing, financial penalties, a qualified audit report or the Company   disproportionate compliance burdens on the Company. In such circumstances        regulatory changes that have impacted the Company during the year.
 being subject to tax on capital gains. Changes to the regulatory environment     representation is made to ensure that the special circumstances of investment
 could negatively impact the Company.                                             trusts are recognised. Shareholder documents and announcements, including the

                                                                                Company's published Interim and Annual Report and Financial Statements, are
                                                                                  subject to stringent review processes, and procedures are in place to ensure
                                                                                  adherence to the Transparency Directive and the Market Abuse Directive with
                                                                                  reference

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Custody and depositary risk: Safe custody of the Company's assets may be         To mitigate this risk, the Audit Committee receives six monthly reports from     Risk level: Low
 compromised through control failures by the Depositary, including breaches of    the Depositary confirming safe custody of the Company's assets held by the

 cyber security.                                                                  Custodian. Cash and portfolio holdings are independently reconciled to the       All control procedures were working effectively.
                                                                                  Custodian's records by the Managers. The Custodian's assured internal controls
                                                                                  reports are reviewed by Baillie Gifford's Business Risk Department and a
                                                                                  summary of the key points is reported to the Audit Committee and any concerns
                                                                                  investigated. In addition, the existence of assets is subject to annual
                                                                                  external audit.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Operational risk: Failure of Baillie Gifford's systems or those of other third   To mitigate this risk, Baillie Gifford has a comprehensive business continuity   Risk level: Low
 party service providers could lead to an inability to provide accurate           plan which facilitates continued operation of the business in the event of a

 reporting and monitoring or a misappropriation of assets.                        service disruption or major disaster. The Audit Committee reviews Baillie        All control procedures were working effectively.

                                                                                Gifford's Report on Internal Controls and the reports by other key third party
                                                                                  providers are reviewed by Baillie Gifford on behalf of the Board and a summary
                                                                                  of the key points is reported to the Audit Committee and any concerns
                                                                                  investigated. The other key third party service providers have not experienced
                                                                                  significant operational difficulties affecting their respective services to
                                                                                  the Company.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Leverage risk: The Company may borrow money for investment purposes (sometimes   To mitigate this risk, all borrowing facilities require the prior approval of    Risk level: Low
 known as 'gearing' or 'leverage'). If the investments fall in value, any         the Board and leverage levels are discussed by the Board and Managers at every

 borrowings will magnify the impact of this loss. If borrowing facilities are     meeting. Covenant levels are monitored regularly. The Company's investments      The willingness of lenders to initiate and maintain lending facilities has
 not renewed, or loan covenants are breached, the Company may have to sell        are predominately in listed securities, at present, that are readily             improved. Current borrowings are well below levels where loan covenants may be
 investments to repay borrowings.                                                 realisable. Further information on leverage can be found on page 99 and in the   breached. The current one year, £30m revolving credit facility expires in

                                                                                Glossary of terms and Alternative Performance Measures on pages 100 to 102 of    July 2025 and negotiations are underway to replace this facility.
                                                                                  the Annual Report and Financial Statements.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Political risk: Political change in areas in which the Company invests or may    Political developments are monitored and considered by the Board. The Board      Risk level: High
 invest may have practical consequences for the Company.                          continues to assess the potential consequences for the Company's future

                                                                                  activities including those that may arise from growing protectionism. The        This risk remains high as governments and consumers around the world continue
                                                                                  Board also remains watchful of broader geopolitical tensions.                    to assess the impact of heightened geopolitical tensions.

 What is the risk?                                                                How is it managed?                                                               Current assessment of risk
 Cyber security risk: A cyber attack on Baillie Gifford's network or that of a    To mitigate this risk, the Audit Committee reviews Reports on Internal           Risk level: Moderate
 third party service provider could impact the confidentiality, integrity or      Controls published by Baillie Gifford and other third party service providers.

 availability of data and systems.                                                Baillie Gifford's Business Risk Department report to the Audit Committee on      This risk remains moderate as the continuation of geopolitical tensions could
                                                                                  the effectiveness of information security controls in place at Baillie Gifford   lead to cyber attacks. Emerging technologies, including AI, could potentially
                                                                                  and its business continuity framework. Cyber security due diligence is           increase information security risks. In addition, service providers operate a
                                                                                  performed by Baillie Gifford on third party service providers which includes a   hybrid approach of remote and office working, thereby increasing the potential
                                                                                  review of crisis management and business continuity frameworks.                  of a cyber security threat.

 Emerging risks: As explained on pages 51 and 52 of the Annual Report and
 Financial Statements, the Board has regular discussions on principal risks and
 uncertainties, including any risks which are not an immediate threat but could
 arise in the longer term. The Board considers that the key emerging risks
 arise from the interconnectedness of the global economy and the related
 exposure of the investment portfolio to external and emerging threats such as
 the societal and financial implications of an escalation of geopolitical
 tensions, cyber security risks including developing AI and quantum computing
 capabilities, new coronavirus variants or similar public health threats. The
 Board also notes that increased levels of government borrowing may result in
 an elevated level of interest rates and/or increased market volatility. This
 is mitigated by the Board discussing at each Board meeting economic and
 geopolitical factors and how these might impact the Company. The Board also
 considers the Investment Managers' close links to the investee companies and
 their ability to ask questions on contingency plans. The Investment Managers
 believe the impact of such events may be to slow the pace of growth rather
 than to invalidate the investment rationale over the long term. The Managers
 monitor certain emerging risks and have established a group to manage the
 response to any future events that might result in heightened levels of market
 volatility. Regular exercises are carried out to test the Managers' response
 to various scenarios.

 

 

 

Baillie Gifford & Co Limited

Company Secretaries

4 July 2025

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