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REG-BlackRock Throg Tst: Final Results <Origin Href="QuoteRef">THRG.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nPRrA663Ea 

managing and controlling these risks in note 17 of the Annual Report and Financial Statements.                                                        
 OPERATIONAL RISK  In common with most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by the Manager, Bank of New York Mellon Trust & Depositary (UK) Limited (the Depositary) and the Bank of New York Mellon (International) Limited, (the Fund Accountant) who maintains the Company’s accounting records.  Failure by any service provider to carry out its obligations to the Company could have a material adverse effect on the Company’s performance. Disruption to the accounting, payment systems or custody records, as a result of a cyber-attack or otherwise, could impact the monitoring and reporting of the Company’s financial position.  The security of the Company’s assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements, depend on the effective operation of these systems.                                                                                                                                                                                                                                                                         The Board reviews the overall performance of the Manager, Investment Manager and all other third party service providers and compliance with the investment management    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    agreement on a regular basis.  The Fund Accountant’s and the Manager’s internal control processes are regularly tested and monitored throughout the year and are evidenced 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    through their Service Organisation Control (SOC 1) reports, which are subject to review by an Independent Service Assurance Auditor. The SOC 1 reports provide assurance  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    in respect of the effective operation of internal controls.  The Company’s assets are subject to a strict liability regime and in the event of a loss of financial assets 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    held in custody, the Depositary must return assets of an identical type or the corresponding amount, unless able to demonstrate that the loss was a result of an event    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    beyond its reasonable control.  The Board considers succession arrangements for key employees of the Manager and the Investment Manager and receives reports on the       
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    business continuity arrangements for the Company’s key service providers. The Board also receives regular reports from BlackRock’s internal audit function.               
 LEGAL AND REGULATORY RISK  The Company has been accepted by HM Revenue & Customs as an investment trust, subject to continuing to meet the relevant eligibility conditions, and operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010. As such, the Company is exempt from capital gains tax on the profits realised from the sale of its investments.  Any breach of the relevant eligibility conditions could lead to the Company losing its investment trust status and being subject to corporation tax on capital gains realised within the Company’s portfolio. In such event the investment returns of the Company may be adversely affected. Any serious breach could result in the Company and/or the Directors being fined or the subject of criminal proceedings or the suspension of the Company’s shares which would in turn lead to a breach of the Corporation Tax Act 2010.  Amongst other relevant laws and regulations, the Company is required to comply with the provisions of the Companies Act 2006, the Alternative Investment Fund Managers’ Directive, the Market Abuse Act, the UK Listing Rules and the Disclosure &   The Investment Manager monitors investment movements, the level of forecast income and expenditure and the amount of proposed dividends, if any, to ensure that the       
 Transparency Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not breached and the results are reported to the Board at each meeting.  Following authorisation   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    under the Alternative Investment Fund Managers’ Directive (AIFMD), the Company and its appointed Alternative Investment Fund Manager (AIFM) are subject to the risks that 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    the requirements of this Directive are not correctly complied with. The Board and the AIFM also monitor changes in government policy and legislation which may have an    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    impact on the Company.  Compliance with the accounting standards applicable to quoted companies and those applicable to investment trusts are also regularly monitored to 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    ensure compliance.  The Company Secretary and the Company’s professional advisers monitor developments in relevant laws and regulations and provide regular reports to the 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Board in respect of the Company’s compliance.                                                                                                                             
 COUNTERPARTY RISK  The potential loss that the Company could incur if a counterparty is unable (or unwilling) to perform on its commitments. The Company’s investment policy also permits the use of both exchange-traded and over-the-counter derivatives (including contracts for difference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Due diligence is undertaken before contracts are entered into and exposures are diversified across a number of counterparties. The Board reviews the controls put in place 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    by the Investment Manager to monitor and to minimise counterparty exposure, which include intra-day monitoring of exposures to ensure that these are within set limits.   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    The Depository is liable for restitution for the loss of financial instruments held in Custody, unless it is able to demonstrate that the loss was due to an event beyond 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    its reasonable control.                                                                                                                                                   

The risk register, its method of preparation and the operation of key controls
in the Manager’s and third party service providers’ systems of internal
control are reviewed on a regular basis by the Audit Committee. In order to
gain a more comprehensive understanding of the Manager’s and other third
party service providers’ risk management processes and how these apply to
the Company’s business, the Audit Committee periodically receives
presentations from BlackRock’s Internal Audit and Risk & Quantitative
Analysis teams. Where produced, the Audit Committee also reviews SOC 1 reports
from the Company’s service providers.

As required by the UK Corporate Governance Code, the Board has undertaken a
robust assessment of the principal risks facing the Company, including those
that would threaten its business model, future performance, solvency or
liquidity. The principal risks have been described above and on pages 11 to
13 of the Annual Report and Financial Statements, together with an explanation
of how they are managed and mitigated. The Board will continue to assess these
risks on an ongoing basis.

VIABILITY STATEMENT

The Directors have assessed the prospects of the Company over a longer period
than the 12 months referred to by the “Going Concern” guidelines.

The Board conducted this review for the period up to the AGM in 2022, being a
five year period from the date that this Annual Report will be approved by
shareholders. This is generally the investment holding period investors
consider while investing in the smaller companies sector. In making this
assessment the Board has considered the following factors:

-    the Company’s principal risks as described above and as set out on
pages 11 to 13 of the Annual Report and Financial Statements;
-    the impact of a significant fall in UK equity markets on the value of
the Company’s investment portfolio;
-    the ongoing relevance of the Company’s investment objective; and
-    the level of demand for the Company’s shares.

The Directors have also considered the Company’s revenue and expense
forecasts and the fact that expenses and liabilities are relatively stable.
The Company also has a portfolio of investments which provides a level of cash
receipts in the form of dividends and which are considered to be relatively
realisable if required.

The Directors reviewed the assumptions and considerations underpinning the
Company’s existing going concern assertion which are based on:

-    processes for monitoring costs;
-    key financial ratios;
-    evaluation of risk management and controls;
-    compliance with the investment objective;
-    the Company’s ability to meet its liabilities as they fall due;
-    portfolio risk profile;
-    share price discount to NAV;
-    gearing; and
-    counterparty exposure and liquidity risk.

The Company has a relatively liquid portfolio and largely fixed overheads
(excluding performance fees) which comprise a very small percentage of net
assets (1.1%). In addition, effective from 1 June 2015, the performance fee
cap in the event that the NAV total return over the annual performance period
is zero or positive was reduced from 2% to 1% of the Performance Fee Market
Value and effective from 1 December 2015, the applicable percentage to be
applied to the outperformance of the NAV total return over the benchmark
return was reduced from 12.5% to 10%. Therefore, the Board has concluded that
the Company would be able to meet its ongoing operating costs as they fall
due.

The Board has also considered the current and potential future impact on the
Company of the UK’s decision to leave the European Union following the
referendum held in June of this year. It has concluded that the Company’s
business model and strategy are not threatened by this event and therefore it
does not believe that it represents a principal risk to the Company.

In reaching this conclusion the Board considered whether this event has, or
would be likely to have, a significant impact on the Company’s activities
and whether or not the Investment Manager would be impeded in achieving its
investment objectives as a result of the impact of the leave vote. The Board
also considered the impact of potential changes in law, regulation, foreign
exchange and taxation. However, due to the complexity and general lack of
information available at present, it is challenging to accurately assess the
future impact of UK’s exit from the European Union. Therefore, the Board
intends to closely monitor the situation as it develops and will regularly
reappraise its position.

Based on the results of their analysis, the Directors have a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment.

FUTURE PROSPECTS

The Board’s main focus is on the achievement of capital growth and the
future of the Company is dependent upon the success of the investment
strategy. The outlook for the Company is discussed in the Chairman’s
Statement and in the Investment Manager’s Report.

SOCIAL, COMMUNITY AND HUMAN RIGHTS ISSUES

As an investment trust, the Company has no direct social or community
responsibilities. However, the Company believes that it is in shareholders’
interests to consider human rights issues, environmental, social and
governance factors when selecting and retaining investments. Details of the
Company’s policy on socially responsible investment are set out on page 36
of the Annual Report and Financial Statements.

MODERN SLAVERY ACT

As an investment vehicle the Company does not provide goods or services in the
normal course of business, and does not have customers. Accordingly, the
Directors consider that the Company is not required to make any slavery or
human trafficking statement under the Modern Slavery Act 2015. The Board
considers the Company’s supply chain, dealing predominantly with
professional advisers and service providers in the financial services
industry, to be low risk in relation to this matter.

GLOBAL GREENHOUSE GAS EMISSIONS FOR THE PERIOD 1 DECEMBER 2015 TO 30 NOVEMBER
2016

The Company has no greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emissions producing sources under
the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations
2013.

DIRECTORS, EMPLOYEES AND GENDER REPRESENTATION

The Directors of the Company on 30 November 2016, all of whom – with the
exception of Mr Samuel and Mr Pegge who were appointed during the year –
held office throughout the year, are set out on pages 21 and 22 of the Annual
Report and Financial Statements. The Board recognises the importance of having
a range of experienced Directors who, both individually and collectively,
possess a suitable balance of skills, knowledge and diversity to enable it to
fulfil its obligations. As at 30 November 2016, the Board consisted of six
men and one woman.

The Company has no employees and all of its Directors are non-executive.
Therefore, there are no disclosures to be made in respect of employees.

The information on pages 16 to 20 of the Annual Report and Financial
Statements including the Investment Manager’s Report forms part of this
Strategic Report.

The Strategic Report was approved by the Board at its meeting on 10 February
2017.

By order of the Board
Kevin Mayger, for and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
10 February 2017

RELATED PARTY TRANSACTIONS

BlackRock Fund Managers Limited (“BFM”) was appointed as the Company’s
Alternative Investment Fund Manager (AIFM) with effect from 2 July 2014. BFM
has (with the Company’s consent) delegated certain portfolio and risk
management services, and other ancillary services, to BIM (UK). Details of the
fees payable to BFM are set out in note 4. Transaction and relationship
details are set out in the Director’s Report on pages 23 to 28 of the
Annual Report and Financial Statements.

The investment management fee due to BFM for the year ended 30 November 2016
amounted to £2,483,000 (2015: £2,381,000). A performance fee accrued for the
year ended 30 November 2016 amounted to £768,000 (2015: £3,401,000). At the
year end, £656,000 was outstanding in respect of the management fee (2015:
£1,233,000) and £768,000 (2015: £3,401,000) in respect of the performance
fee.

In addition to the above services, BlackRock has provided the Company with
marketing services. The total fees paid or payable for these services for the
year ended 30 November 2016 amounted to £92,000 including VAT (2015:
£41,000). Marketing fees of £113,000 (2015: £135,000) were outstanding at
30 November 2016.

The Company had an investment in BlackRock’s Institutional Cash Series plc -
Sterling Liquidity Fund of £5,390,000 at 30 November 2016 (2015:
£2,216,000), which is a money market fund managed by BlackRock Group.

The related party transactions with Directors are set out in the Directors’
Remuneration Report on pages 29 to 32 of the Annual Report and Financial
Statements. At 30 November 2016, an amount of £12,000 (2015: £nil) was
payable to Directors in respect of their annual fees.

The Board consists of seven non-executive Directors, all of whom are
considered to be independent by the Board. None of the Directors has a service
contract with the Company. For the year ended 30 November 2016, the Chairman
received an annual fee of £36,000, the Chairman of the Audit and Management
Engagement Committee received an annual fee of £27,000 and each other
Director received an annual fee of £24,000. 

As at 30 November 2016, all members of the Board held shares in the Company
with the exception of Mr Pegge who joined the Board on 29 November 2016. Lord
Latymer held 33,295 ordinary shares, Simon Beart held 41,433 ordinary shares
(including 12,928 ordinary shares held by Mrs Beart), Eric Stobart held 24,893
ordinary shares (including 12,506 ordinary shares held by Mrs Stobart), Loudon
Greenlees held 10,000 ordinary shares, Jean Matterson held 46,000 ordinary
shares and Christopher Samuel held 6,500 ordinary shares.

All of the holdings of the Directors are beneficial. Since the year end there
have been a number of changes to the Directors’ share interests. As at the
date of this report Lord Latymer holds 33,378 ordinary shares and Mr Beart
holds 41,988 ordinary shares (including 13,217 ordinary shares held by Mrs
Beart). All other shareholdings remain unchanged.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and Financial
Statements, the Directors’ Remuneration Report and the financial statements
in accordance with applicable United Kingdom law and regulations.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors are required to prepare the
financial statements in accordance with IFRS as adopted by the European
Union. Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period.

In preparing these financial statements, the Directors are required to:

-    present fairly the financial position, financial performance and cash
flows of the Company;
-    select suitable accounting policies in accordance with IAS8:
Accounting Policies, Changes in Accounting Estimates and Errors and then apply
them consistently;
-    present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
-    make judgements and estimates that are reasonable and prudent;
-    state whether the financial statements have been prepared in
accordance with IFRS as adopted by the European Union, subject to any material
departures disclosed and explained in the financial statements;
-    provide additional disclosures when compliance with the specific
requirements in IFRS as adopted by the European Union is insufficient to
enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial
performance; and
-    prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. The Directors are also responsible for
preparing the Strategic Report, the Directors’ Report, the Directors’
Remuneration Report and the Corporate Governance Statement in accordance with
the Companies Act 2006 and applicable regulations, including the requirements
of the Listing Rules and the Disclosure and Transparency Rules. The Directors
have delegated responsibility to the Investment Manager and the AIFM for the
maintenance and integrity of the Company’s corporate and financial
information included on BlackRock’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.

Each of the Directors, whose names are listed on pages 21 and 22 of the Annual
Report and Financial Statements, confirms to the best of his or her knowledge
that:

-    the financial statements, which have been prepared in accordance with
IFRS as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and net return of the Company; and
-    the Annual Report and Financial Statements include a fair review of
the development and performance of the business and the position of the
Company, together with a description of the principal risks and uncertainties
that it faces.

The 2014 UK Corporate Governance Code also requires Directors to ensure that
the Annual Report and Financial Statements are fair, balanced and
understandable. In order to reach a conclusion on this matter, the Board has
requested that the Audit Committee advise on whether it considers that the
Annual Report and Financial Statements fulfils these requirements. The process
by which the Committee has reached these conclusions is set out in the Audit
Committee’s report on pages 38 to 41 of the Annual Report and Financial
Statements. As a result, the Board has concluded that the Annual Report and
Financial Statements for the year ended 30 November 2016, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company’s position, performance, business model
and strategy.

For and on behalf of the Board
Crispin Latymer
Chairman
10 February 2017

FIFTY LARGEST INVESTMENTS AS AT 30 NOVEMBER 2016

 Company                                                                 Market value £’000  % of net assets Description                                                                                       
                                                                                                                                                                                                               
 CVS Group*                       Ordinary Shares Long CFD position             8,460 1,990              3.5 Operation of veterinary surgeries                                                                 
 4imprint Group                   Ordinary Shares Long CFD position             8,108 1,502              3.2 Supply of promotional merchandise in the US                                                       
 JD Sports Fashion                Ordinary Shares Long CFD position             5,471 2,763              2.7 Retail supply of sports and leisure footwear and clothing                                         
 Dechra Pharmaceuticals           Ordinary Shares Long CFD position             5,956 1,529              2.5 Development and supply of pharmaceutical and other products focused on the veterinary market      
 Hill & Smith                     Ordinary Shares Long CFD position               5,957 612              2.2 Production of infrastructure products and supply of galvanizing services                          
 Avon Rubber                      Ordinary Shares                                     6,152              2.0 Production of safety masks and dairy related products                                             
 Accesso Technology*              Ordinary Shares Long CFD position             4,243 1,200              1.8 Development and supply of ticketing and virtual queuing solutions                                 
 Cineworld Group                  Ordinary Shares Long CFD position             3,607 1,772              1.8 Operation of cinemas                                                                              
 Workspace Group                  Ordinary Shares Long CFD position               4,841 423              1.7 Supply of flexible workspace to businesses in London                                              
 Restore*                         Ordinary Shares Long CFD position               3,992 844              1.6 Management of business information in both paper and digital form                                 
 Advanced Medical Solutions*      Ordinary Shares Long CFD position               3,916 884              1.6 Development and manufacture of wound care and closure products                                    
 Johnson Service Group*           Ordinary Shares Long CFD position             2,958 1,741              1.6 Provision of textile related services                                                             
 Savills                          Ordinary Shares Long CFD position               3,943 697              1.5 Provision of property services                                                                    
 Marshalls                        Ordinary Shares Long CFD position               3,979 546              1.5 Manufacturing and sale of concrete stone paving and related products                              
 Headlam Group                    Ordinary Shares                                     4,434              1.5 Distribution of carpets and other floor coverings                                                 
 Fevertree Drinks*                Ordinary Shares Long CFD position               3,670 488              1.4 Development and sale of soft drinks and mixers                                                    
 RPC Group                        Ordinary Shares Long CFD position             1,462 2,486              1.3 Designing and manufacturing of plastic packaging                                                  
 KAZ Minerals                     Ordinary Shares                                     3,828              1.3 Copper mining                                                                                     
 Bodycote                         Ordinary Shares                                     3,734              1.2 Provision of thermal processing services                                                          
 Trifast                          Ordinary Shares                                     3,676              1.2 Manufacturing and distribution of industrial fastenings                                           
 Scapa*                           Ordinary Shares Long CFD position               2,699 922              1.2 Manufacturing of adhesive products                                                                
 Fuller Smith & Turner            Ordinary Shares Long CFD position               3,101 413              1.1 Ownership and operation of pubs mainly in the London area                                         
 Ocean Wilsons                    Ordinary Shares                                     3,353              1.1 Port servicing and related manufacturing                                                          
 Costain Group                    Ordinary Shares Long CFD position             1,795 1,521              1.1 Provision of engineering solutions for energy, water and transportation applications              
 Centamin                         Ordinary Shares                                     3,189              1.1 Mineral exploration, development and mining                                                       
 Sanne                            Ordinary Shares Long CFD position               2,450 728              1.0 Provision of corporate, fund and private client administration, reporting and fiduciary services  
 Hansteen Holdings                Ordinary Shares                                     3,099              1.0 Ownership of industrial property                                                                  
 888 Holdings                     Ordinary Shares Long CFD position               2,391 703              1.0 Provision of online gaming entertainment and solutions                                            
 St. Modwen Properties            Ordinary Shares                                     3,091              1.0 Investment and development of property                                                            
 Petra Diamonds                   Ordinary Shares                                     3,078              1.0 Diamond mining                                                                                    
 Hiscox                           Ordinary Shares Long CFD position               2,527 546              1.0 Provision of insurance services                                                                   
 Polar Capital Holdings*          Ordinary Shares                                     3,024              1.0 Provision of investment management services                                                       
 Robert Walters                   Ordinary Shares                                     2,989              1.0 Provision of specialist recruitment services                                                      
 Next Fifteen Communications*     Ordinary Shares                                     2,965              1.0 Provision of digital communication products and services                                          
 Big Yellow                       Ordinary Shares                                     2,963              1.0 Provision of self storage services                                                                
 Saga                             Ordinary Shares Long CFD position               2,124 787              1.0 Supply of financial services to older persons                                                     
 Safestore Holdings               Ordinary Shares Long CFD position               2,208 685              1.0 Ownership and operation of self storage facilities                                                
 Wilmington                       Ordinary Shares                                     2,888              1.0 Provision of professional services and publications                                               
 YouGov*                          Ordinary Shares Long CFD position               2,019 828              1.0 Provision of research and consultancy services                                                    
 Keywords Studios*                Ordinary Shares                                     2,813              0.9 Provision of services to the global video games industry                                          
 GB Group*                        Ordinary Shares                                     2,801              0.9 Development and supply of identity verification solutions                                         
 Topps Tiles                      Ordinary Shares Long CFD position               2,487 257              0.9 Sourcing and retail of ceramic tiles                                                              
 Photo-Me International           Ordinary Shares Long CFD position               1,913 817              0.9 Provision of photo booths and instant vending equipment                                           
 Cairn Energy                     Ordinary Shares                                     2,685              0.9 Exploration for oil                                                                               
 Diploma                          Ordinary Shares                                     2,680              0.9 Provision of specialised technical products and services                                          
 Novae                            Ordinary Shares Long CFD position               1,913 746              0.9 Provision of insurance and reinsurance services                                                   
 Morgan Sindall                   Ordinary Shares                                     2,644              0.9 Supply of office fit out, construction and urban regeneration services                            
 City of London Investment Group  Ordinary Shares                                     2,559              0.8 Provision of investment management services                                                       
 Tyman                            Ordinary Shares                                     2,544              0.8 Manufacturing and supply of window and door components                                            
 Melrose Industries               Long CFD position                                   2,526              0.8 Purchasing and improvement of manufacturing businesses                                            
                                                                                   --------         --------                                                                                                   
 50 largest investments                                                             200,335             66.3                                                                                                   
                                                                                   --------         --------                                                                                                   

*Traded on the Alternative Investment Market (AIM) of the London Stock
Exchange.

Net portfolio is calculated as long only equity portfolio plus long CFD
portfolio less short CFD portfolio. All investments are in equity shares
unless otherwise stated.

At 30 November 2016, the Company did not hold any equity interest representing
more than 3% of any company’s share capital. A list of the Company’s long
only equity portfolio and long CFD portfolio is available on the Company’s
website.

2015 COMPARATIVE FOR TEN LARGEST INVESTMENTS

 Company                                                        30 November 2015 Market Value £’000  % of net assets 
                                                                                                                     
 CVS Group                Ordinary shares Long CFD position                             6,414 1,711              2.8 
 4imprint Group           Ordinary shares Long CFD position                             6,436 1,682              2.8 
 Workspace Group          Ordinary shares Long CFD position                             5,612 1,493              2.5 
 Rathbone Brothers        Ordinary shares Long CFD position                             5,838 1,059              2.4 
 JD Sports Fashion        Ordinary shares Long CFD position                             4,416 2,435              2.4 
 Savills                  Ordinary shares Long CFD position                               5,368 654              2.1 
 Topps Tiles              Ordinary shares Long CFD position                               5,045 966              2.1 
 Avon Rubber                                Ordinary shares                                   5,937              2.1 
 Ted Baker                Ordinary shares Long CFD position                               4,864 806              2.0 
 Dechra Pharmaceuticals   Ordinary shares Long CFD position                               4,442 786              1.8 

FAIR VALUE AND GROSS MARKET EXPOSURE OF INVESTMENTS

 Portfolio                                                                        Fair value (1) £'000    Gross market exposure (2 ) £'000  Gross market exposure as a % of net assets (3) 2016  Gross market exposure as a % of net assets (3) 2015 
 Equity investments (excluding BlackRock’s Institutional Cash Fund) and CFDs                   297,072                             297,072                                                 98.5                                                100.3 
 Total long CFD positions                                                                        1,875                              56,467                                                 18.7                                                 14.9 
 Total short CFD positions                                                                          30                            (23,260)                                                (7.7)                                                (9.2) 
                                                                                              --------                            --------                                             --------                                             -------- 
 Total Investments                                                                             298,977                             330,279                                                109.5                                                106.0 
 Cash and cash equivalents (4)                                                                     119                            (31,184)                                               (10.3)                                                (5.7) 
 BlackRock’s Institutional Cash Fund (4)                                                         5,390                               5,390                                                  1.8                                                  0.8 
 Other net current liabilities                                                                 (2,939)                             (2,938)                                                (1.0)                                                (1.1) 
                                                                                              --------                            --------                                             --------                                             -------- 
 Net assets                                                                                    301,547                             301,547                                                100.0                                                100.0 
                                                                                              --------                            --------                                             --------                                             -------- 

1.  Fair value is determined as follows:
–   Listed and AIM quoted investments are valued at bid prices where
available, otherwise at published price quotations.
–   The sum of the fair value column for the CFD contracts totalling
represents the fair valuation of all the CFD contracts, which is determined
based on the difference between the purchase price and value of the underlying
shares in the contract (in effect the unrealised gains/(losses) on the exposed
positions). The cost of purchasing the securities held through long CFD
positions directly in the market would have amounted to £54,592,000 at the
time of purchase, and subsequent market rises in prices have resulted in
unrealised gains on the CFD contracts of £1,875,000, resulting in the value
of the total market exposure to the underlying securities rising to
£56,467,000 as at 30 November 2016. The notional price of selling the
securities to which exposure was gained via the short CFD positions would have
been £23,290,000 at the time of entering into the contract, and subsequent
price changes have resulted in unrealised gains on the short CFD positions of
£30,000 and the value of the market exposure of these investments decreasing
to £23,260,000 at 30 November 2016. If the short position had been closed on
30 November 2016 this would have resulted in a gain of £30,000 for the
Company.
2.  Market exposure in the case of equity investments is the same as fair
value. In the case of CFDs it is the market value of the underlying shares to
which the portfolio is exposed via the contract.
3.  % based on the total market exposure.
4.  The gross market exposure column for Cash and Cash Fund investments has
been adjusted to assume the Company purchased direct holdings rather than
exposure being gained through CFDs.

PORTFOLIO BY MAIN INDEX MEMBERSHIP AT 30 NOVEMBER 2016

                  Gross Basis (1)  Net Basis (2) 
 FTSE 250                   36.7%          33.5% 
 FTSE Small Cap             25.2%          29.2% 
 FTSE AIM                   26.3%          26.1% 
 Other                       7.5%           6.6% 
 International               3.9%           4.2% 
 FTSE Fledgling              0.4%           0.4% 

Source: BlackRock.

1.  Long and short CFD portfolios in aggregate plus long only equity
portfolio excluding investment in BlackRock’s Institutional Cash Series plc
– Sterling Liquidity Fund.
2.  Long CFD portfolio less short CFD portfolio plus long only equity
portfolio excluding investment in BlackRock’s Institutional Cash Series plc
– Sterling Liquidity Fund.

MARKET CAPITALISATION AS AT 30 NOVEMBER 2016

                    Long positions (including the long only portfolio and the long CFD portfolio)  Short positions 
                                                                                                                   
 £1bn+                                                                                      27.5%            -2.9% 
 £400m to £1bn                                                                              36.7%            -2.5% 
 £100m to £400m                                                                             38.9%            -1.6% 
 £0m to £100m                                                                                4.0%            -0.1% 

Source: BlackRock.

POSITION SIZE AS AT 30 NOVEMBER 2016
 

                Long positions (including the long only portfolio and the long CFD portfolio)  Short positions 
                                                                                                               
 £2m+                                                                                      60                – 
 £1m to £2m                                                                                72               -1 
 £0m to £1m                                                         

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