REG - City of Lon Inv Grp - FINAL RESULTS FOR THE YEAR TO 30TH JUNE 2023
18/09/2023 07:00
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RNS Number : 6800M City of London Investment Group PLC 18 September 2023
18th September 2023
CITY OF LONDON INVESTMENT GROUP PLC (LSE: CLIG)
("City of London", "the Group" or "the Company")
FINAL RESULTS FOR THE YEAR TO 30TH JUNE 2023
The Company announces that it has today made available on its website,
https://www.clig.com/, the following documents:
- Annual Report and Financial Statements for the year ended 30th June 2023
(the 2023 Annual Report); and
- Notice of 2023 Annual General Meeting (the Notice of AGM).
The above documents will be uploaded to the National Storage Mechanism for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due
course, in accordance with Listing Rule 9.6.1 R.
The 2023 Annual Report and the Notice of AGM, which will be held on 23rd
October 2023, will be posted to shareholders on 22nd September 2023.
The Appendix to this announcement contains additional information which has
been extracted from the 2023 Annual Report for the purposes of compliance with
DTR 6.3.5 only and should be read in conjunction with this announcement.
Together, these constitute the material required by DTR 6.3.5 to be
communicated to the media in unedited full text through a Regulatory
Information Service. This announcement should be read in conjunction with, and
is not a substitute for reading, the full 2023 Annual Report.
SUMMARY
- Funds under Management (FuM) of US$9.4 billion (£7.4 billion) at 30th June
2023. This compares with US$9.2 billion (£7.6 billion) at the beginning of
this financial year on 1st July 2022
- Net fee income was £54.6 million (2022: £58.2 million)
- Underlying profit before tax* was £22.7 million (2022: £27.9 million).
Profit before tax was £18.6 million (2022: £23.2 million)
- Underlying basic earnings per share* were 36.5p (2022: 44.2p). Basic earnings
per share were 30.2p (2022: 36.9p) after an effective tax charge of 21% (2022:
22%) of profit before taxation
- Recommended final dividend of 22p per share (2022: 22p) payable on 27th
October 2023 to shareholders on the register on 29th September 2023, making a
total for the year of 33p (2022: 46.5p, including a special dividend of
13.5p).
*This is an Alternative Performance Measure (APM). Please refer to the
Financial Review for more details on APMs.
For access to the full report, please follow the link below:
http://www.rns-pdf.londonstockexchange.com/rns/6800M_1-2023-9-16.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6800M_1-2023-9-16.pdf)
This release includes forward-looking statements, which may differ from actual
results. Any forward-looking statements are based on certain factors and
assumptions, which may prove incorrect, and are subject to risks,
uncertainties and assumptions relating to future events, the Group's
operations, results of operations, growth strategy and liquidity.
For further information, please visit www.citlon.co.uk or contact:
Tom Griffith, CEO
City of London Investment Group PLC
Tel: 001-610-380-0435
Martin Green/
James Hornigold
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
CHAIR'S STATEMENT
In 1989 it was claimed that on the basis of Tokyo land prices at the time, the
284-acre Japanese Imperial Palace was worth more than the entire state of
California while frothy valuations drove the Nikkei 225 index to nearly
39,000, a level to which it has not returned in the 34 years since. That
episode demonstrated that, while markets generally behave in a rational way,
occasionally they do not. Fast forward to today and we find that the
"magnificent-seven" stocks*are valued at US$11 trillion or twice the level of
the entire Japanese stock market and more than 20% of the entire US stock
market. Whether or not this has taken this handful of companies into
unsustainable "bubble" territory is for others to decide but in the six months
to 30th June 2023, they accounted for more than 70% of the rise in the S&P
500 index, underlining the degree to which the recent strength in US equities
has been driven by a narrow and powerful "Artificial Intelligence
(AI)-bandwagon".
In contrast, international equity markets have been more muted, particularly
in the emerging market (EM) universe, with the MXEF EM index rising by just
2.1% for the year to 30th June 2023. While the relatively high exposure of EM
economies to energy and raw materials prices has been a factor, given that
many have fallen below pre-Ukraine war levels, it is the sluggish performance
of Chinese equities that has been the main contributor. Having been slow to
re-open the economy post-Covid, Chinese growth since has been relatively weak
despite central bank efforts to stimulate activity. Important questions have
also emerged on the country's future growth trajectory as several of China's
major trading partners move to diversify supply chains in an era of growing
trade and geopolitical friction.
Although much of the initial economic dislocation brought on by the Ukraine
war has now dissipated, with supply chains gradually being re-configured,
global inflation has remained stubbornly high with tight labour markets
continuing to exert upward pressure on wages. Despite some recent signs of a
downward trend in prices, the fact that central bank guidance remains
relatively hawkish suggests that equities could remain subdued in the coming
months (bubbles aside) as investors tap into more attractive fixed income
returns. Beyond the immediate horizon, however, the prospect of a more
accommodative monetary stance as electoral cycles beckon suggests that, in the
absence of geopolitical surprises, 2024 should offer equity investors more
opportunities for capital appreciation. Given the relative cheapness of
international equities (vs. their US counterparts), the time for a
long-awaited "catch-up" may not be far off.
Assets and performance
In the year to 30th June 2023, CLIG's Funds under Management (FuM) rose by 2%
to US$9.4 billion and by 3% in the most recent six-month period. Each of the
two operating companies, CLIM and KIM, saw modest net outflows over the year
of US$228 million and US$129 million respectively but these were more than
offset by positive investment performance across all strategies in absolute
terms. Relative investment performance in CLIM's EM and Opportunistic Value
(OV) strategies was ahead of the respective benchmarks and slightly behind the
benchmark in the International (INTL) strategy. KIM continued to record
excellent relative performance in the core fixed income strategies, which
represent more than 60% of KIM's FuM, with SPACs once again providing
additional momentum.
Equity and fixed income markets have faced considerable headwinds over the
course of the last eighteen months with sharply rising interest rates and
conflict causing closed-end fund (CEF) discounts to widen universally and
prompting the need for a relatively defensive investment posture. The fact
that most strategies have achieved positive relative performance is therefore
encouraging and, with discounts now at comparatively high levels, the ability
to capitalise on the inherent value in CEFs, in terms of both investment
performance and business development opportunities, should improve as we
approach 2024.
Results
Group statutory pre-tax profits fell by 20% to £18.6 million in the year to
30th June 2023 (2022: £23.2 million) while underlying pre-tax profits, which
excludes amortisation and gains/(losses) on investments fell by 19% to £22.7
million (2022: £27.9 million). Fully diluted statutory earnings per share
(EPS) fell by 19% to 29.6p (2022: 36.4p) while underlying fully diluted EPS
also fell by 18% to 35.8p (43.7p). The Group's overall weighted average net
fee rate declined slightly over the year from 73bps to 72bps, reflecting a
marginal reduction in the proportion of CLIM's assets in the EM strategy to
61%, which is 38% of Group FuM (2022: 64% of CLIM FuM; 40% of Group FuM).
While year-end FuM rose by 2% year-on-year (YOY), as previously noted, revenue
metrics are driven by the average FuM across the year as a whole and on this
measure, FuM fell by c.12% in US dollar terms YOY due to the more buoyant
market conditions that preceded the Ukraine war in February 2022. Partially
offsetting this decline in US dollar revenues was a c.9% fall in the average
£/US$ exchange rate over the year to 30th June 2023 so that on translation
into sterling, net fee income was only 6% lower at £54.6 million (2022:
£58.2 million). Total overheads before profit share, EIP, share option charge
and investments gains/(losses)* for the year to 30th June 2023 rose by 14% to
£22.5 million (2022: £19.7 million), reflecting higher business development
spending in comparison with the previous year, when Covid-related travel
constraints limited outlays on marketing initiatives, together with ongoing
investment in the Group's IT infrastructure and inflation-related increases in
payroll costs. Although cost inflation remains a concern, it is anticipated
that the rate of growth in the Group's cost base will moderate in the coming
year.
Dividends and reporting currency
A clarification of the Group's dividend policy was included in my interim
statement to shareholders in February 2023 so I do not propose to repeat the
details in this statement. However, as emphasised at the time, your Board
believes that the use of a dividend cover policy based on rolling five-year
periods provides a prudent template that serves to protect shareholders from
the market volatility that can affect profits of asset management companies.
The beneficial effects of this policy are illustrated clearly in the year to
30th June 2023 when underlying fully diluted EPS have fallen by 18%. On the
basis of unchanged dividend payments totalling 33p for the year as a whole,
the cover ratio for the single year is 1.09, whereas the rolling five-year
cover ratio, at 1.24, will remain marginally ahead of the 1.2 target level.
Accordingly, your Board is recommending the payment of a final dividend of 22p
per share, to be paid on 27th October 2023 to those shareholders on the
register at 29th September 2023. This brings total distributions for the year
to 33p, the same level as the previous year, excluding the 13.5p special
dividend paid in March 2022.
Shareholders will be familiar with the fact that volatility in the £/US$
exchange rate can distort the presentation of the Group's financial
performance considerably, as evidenced in the past year with the rate
fluctuating between an intraday low of £1/US$1.03 in September 2022 and a
June 2023 high of £1/US$1.27. Variations on this scale have a magnified
impact on CLIG given that we report to shareholders in sterling while
virtually all revenues and the majority of costs arise in US dollars. In order
to present a more transparent statement of comparative financial performance
that effectively neutralises currency fluctuations, the Board has decided to
change the Group's financial reporting currency to US dollars with effect from
1st July 2023. However, as a UK-listed entity, dividends will continue to be
declared in sterling while shareholders will continue to be given the option
to receive distributions in US dollars as is the case at present.
Board
Board composition in UK-listed companies forms an important element in the
regulatory oversight of corporate governance, particularly in regard to
independence and diversity, and the new rules published by the Financial
Conduct Authority (FCA) in April 2022, specifically in relation to diversity
ratios, will need to be addressed. Going forward, companies will need to
demonstrate a commitment to diversity both at Board level as well as the
senior management tier and while it is understood that a degree of leeway will
be necessary in terms of the time needed to achieve the regulator's
objectives, Boards will need to show an appropriate direction of travel. Jane
Stabile, as Chair of the Nomination Committee, together with her Committee
colleagues are engaged in creating a succession road map designed to meet
these new rules over time and I urge shareholders to read her report on page
64 of the full report.
Other than Barry Olliff stepping down from the Board in July 2022, no changes
were made to the Board over the last financial year. Two changes will occur in
the current year, namely my retirement in October 2023 and the recent
retirement of George Karpus. Subject to shareholder approval, Rian Dartnell
will replace me as Board Chair. These changes will also require changes to the
composition of the Board Committees, the details of which will be notified to
shareholders in due course.
As founder of Karpus Investment Management, George Karpus decided to retire
from the Board with effect from 31st July 2023, having served as a CLIG
director since the 2020 merger and, on behalf of shareholders and my Board
colleagues, I would like to pay a special tribute to George's invaluable
contribution in ensuring the success of the merger and helping to steer the
Group through the critical post-merger process.
George's career spans a period of more than fifty years, during which time he
rose from an early induction into Wall Street through a career in banking to
build his own asset management business, specialising in cash management and
conservative balanced products for high net worth clients. It was apparent
from early discussions between George and CLIG several years ago that he
shared many of the core values that had been developed by Barry Olliff since
CLIG's inception in the 1990s and this "cultural fit" has been a central
factor in the success of the merger on a number of levels.
In tandem with George's achievements in building Karpus over a 35-year period,
he has established his own not-for-profit foundation to promote education and
help for those in need to live a productive life as well as supporting animal
welfare causes. While these philanthropic activities will assume increasing
importance for George in his retirement, he remains a significant and valued
shareholder of CLIG and on behalf of the Board, I would like to thank him for
his ongoing support and wish him well in his retirement.
ESG
I reported to shareholders last year on the series of initiatives that were
being put in place to improve the Group's track record on environmental
policies and I am pleased to be able to update shareholders on the further
progress made this year in realising those objectives. The mandated travel
policy introduced during the Covid pandemic, which prioritised the use of
video conferencing for both internal and external meetings, has become a
permanent feature across all Group offices. We have also engaged an external
consultant to enhance future reporting on environmental risks and
opportunities with the goal of net zero by 2050. This year, we have produced a
stand-alone report on the Task force for Climate-related Financial Disclosures
(TCFD) and climate risks, explaining in more detail the Group's plans for
progressive improvements in our environmental record. Our disclosures for the
current financial year have been prepared with the assistance of our external
environmental consultant and start on page 39. By way of example, the
Rochester office has now been converted to being primarily powered by the
State-sponsored "Catch-the-Wind" programme. Two of our four offices now have a
reduced carbon footprint, with Rochester NY and London having procured green
energy electricity contracts.
Efforts to enhance social awareness in the workplace continued this year and
all employees received two training sessions focusing on diversity, equity and
inclusion. Subjects addressed in these sessions were "disrupting our
unconscious bias" and "your words matter about disabilities" and similar
initiatives will remain an important factor in the Group's commitment to
encourage community participation by employees. More recently, a new
Pennsylvania office has been commissioned to replace the Barn, which has been
our US home for the past 25+ years and, in decommissioning the Barn, a
third-party vendor was employed to redeploy the used office furniture within
their network of local charities.
Interaction between your Board and Group employees is an important factor for
all parties as it allows employees the opportunity to understand better the
strategic priorities under discussion at Board level while giving Directors
feedback directly from the workplace, whether positive or negative. To that
end, Board meetings are now held in London, Rochester NY and Pennsylvania each
year to facilitate both formal and informal discussion. In addition to these
meetings, video conference engagement sessions are held annually with all
employees and the independent Directors in an open forum that are designed to
promote two-way exchanges. In terms of working practices post-pandemic,
further refinements are being made to the hybrid WFH policy that was
introduced in 2022.
Farewell
I shall be stepping down from the CLIG Board in October after serving as a
Non-Executive Director for ten years and Chair for the last five. While there
have been major changes in the global, political and economic landscape over
that decade, it has also been one of significant evolution at CLIG and I am
proud to have been a part of a development process which, I believe, will
continue to serve shareholders well in the coming years. Chief among these
changes was the 2020 merger with Karpus Investment Management, which expanded
significantly the Group's geographical and client footprint in the US while
enhancing profitability and helping to reduce revenue volatility. In tandem
with the merger, we have navigated the management transition of both operating
companies from their original founders to a unified executive management group
in the midst of stresses imposed by the Covid-19 pandemic.
Subject to shareholder approval, Rian Dartnell will be appointed as my
successor in October and I am very confident that he and his Board colleagues
will continue to develop CLIG as a profitable asset management business that
delivers shareholder value while serving the interests of both clients and
employees in a prudent fashion. Rian has been associated with CLIG over many
years and brings to the Board a wealth of investment management experience.
Together with his Board colleagues and an executive management team led by Tom
Griffith, the foundations are in place for the Group to prosper and grow. I
wish them well in their endeavours and would like to thank our shareholders,
clients, my Board colleagues and all the CLIG employees for their support
during my time with the Group.
Before I depart, I would like to add a personal note on a subject that has
attracted widespread debate among public market practitioners in the UK in the
latter part of my time at CLIG and this relates to corporate governance.
Non-Executive Directors have an important role to play in representing the
interests of external shareholders in public companies and the UK is leading
the way in formulating high standards of corporate governance (ESG) for small
and large companies alike. While CLIG is firmly committed to meeting these
standards, our UK listing has created a meaningful burden in terms of human
and financial resources, as evidenced by the 150 pages that now comprise this
annual report to shareholders. The successful development of the UK's public
markets needs to be viewed in the context of competing providers of risk
capital, whether it is stock exchanges in other jurisdictions or private
equity sources. In this regard, I am concerned that both the direction and
pace of travel in UK governance policy may result in the relative demise of
London as a leading global market for capital. To that end, I would urge
regulators, investors and related advisers to exercise due care in the future
development of governance policy to ensure that an appropriate balance is
maintained between a "one-size-fits-all" ESG regime and the overriding need
for stewards of public companies to enhance shareholder value. Throughout my
career, the UK has been a prime mover in the development of globalised
financial markets but the challenge of retaining that position and the
significant economic benefits that go with it demand that the fabric of those
markets remains competitive.
Barry Aling
Chair
15th September 2023
CHIEF EXECUTIVE OFFICER'S STATEMENT
Glass half empty or glass half full?
In both the June 2022 Annual Report and the December 2022 Interim Report, we
outlined headwinds that confronted the Group over the preceding eighteen
months. These included labour shortages, supply chain disruptions, and the war
in Ukraine which led to steep declines in global stock and bond markets in
2022. More recently, the impact of higher interest rates and a weakening US
commercial real estate market contributed to bank failures and credit rating
downgrades of a number of US regional banks.
Despite this economic backdrop, US stocks rose 19.6% for the year ended 30th
June 2023 as measured by the S&P 500, driven mainly by the
"magnificent-seven" technology stocks. While never the same, there are
parallels with the early 2000s, when US markets had performed very well vs.
Emerging Markets (EM) which had fallen out of favour with US institutional
clients. This is especially true of many pension funds who are de-risking
portfolios as their funding positions improve.
Attempting to curb inflation, the US Federal Reserve has raised rates eleven
times since March 2022, and in July 2023 raised interest rates to the highest
level in 22 years, to a range of 5.25-5.5%. With the volatility and negative
twelve-month returns of 3.6% and 9.7% on ten and thirty-year US Treasuries
respectively, many US consumers have chosen safety and flexibility earning
4%-5% on money market accounts insured up to US$250,000 by the US Federal
Deposit Insurance Corporation (FDIC).
The rise in deposit rates has affected marketing efforts as investors are wary
of taking market risk, whether via equity or bonds. This is an industry-wide
issue affecting other asset managers, regardless of whether they are publicly
listed or privately owned and the Group's share price has fared well relative
to listed peers (refer Figure 1 CLIG vs. peers and the FTSE Small Cap Index
FSMXX on page 8 of the full report). We are disappointed that inflows have not
matched outflows over the period but are optimistic that green shoots are
visible.
Do we see the glass as half empty or half full? Answering this question is a
fool's game. We view ourselves as entrepreneurial realists seeking to
capitalise on inefficiencies created during periods of dislocation. Said
another way, when times are difficult, we seek to find the silver lining. To
successfully harness these opportunities requires conviction, patience and a
great deal of fortitude - qualities that are inherent in our Group culture:
•From the investment approach at KIM and CLIM to the overall development of
the business, our colleagues approach opportunities with conviction.
•The Group's culture compels us to operate in team environments, trusting in
each other, and having the patience for objectives to be realised.
•Our colleagues are experienced, and they have the internal fortitude to
remain calm and focused during market turmoil.
There are no short-cuts, and it takes persistence and hard work from all of
our colleagues to achieve success for our Clients, Employees and Shareholders.
Silver linings
There are a number of opportunities identified across the organisation that we
expect should begin to benefit the Group over the next financial year. These
include:
CLIG opportunities
The integration of KIM is now complete. What remains is to leverage the
strengths of the Group in order to raise new FuM across the Group. In this
regard, we created a new position - Head of Corporate Partnerships - to deepen
our existing client relationships, particularly as baby boomers transfer
wealth to the next generation, and build new partnerships with professional
organisations. This individual, who has over twenty years of experience in the
field, is also responsible for branding opportunities, unique client
experiences, and increasing the profile for the Group.
As a result of technology improvements over the past few years, our IT
infrastructure network and phone systems have been modified to reduce
complexity and improve scalability and security while lowering reliance on
third party support and providing ongoing cost savings.
The Group's revenue is almost entirely US dollar based whilst its costs are
incurred in US dollars, sterling and to a lesser degree Singapore dollars.
Presentation of the Group's financial statements in sterling results in
volatility in the income statement because of sterling/US dollar exchange rate
movements. The functional currency of the Company and the presentational
currency of the Group has changed to US dollars with effect from 1st July
2023. The Board believes that this change will provide investors and other
stakeholders with greater transparency of the Group's performance and reduced
reported foreign exchange volatility.
CLIM opportunities
Institutional client demand for alternative asset classes and attractive
discounts has provided new business opportunities in closed-end funds (CEFs)
offering listed alternatives exposure.
EM returns now lag US equities over two decades causing "EM fatigue" resulting
in fewer new institutional mandates generated in the US. Historically wide
discounts within CLIM's EM strategy, as illustrated in Figure 2 on page 9 of
the full report, provides significant value to clients should the asset class
perform well. Similarly, CLIM's International (INTL) and Opportunistic Value
(OV) strategies have faced discount widening headwinds creating significant
value.
We capitalised on a weakening commercial office real estate market in the US
by moving CLIM's US office from a more rural setting into the borough of West
Chester, Pennsylvania. Our new accommodations are located in a small-town
environment with a multitude of amenities within walking distance. The new
location is more desirable for our colleagues, and from a recruitment
perspective there is a university in town that should provide a pipeline for
talent.
KIM opportunities
The KIM CEF strategy provides the investment team with flexibility to vary the
percentage weighting of CEFs in client portfolios. CEF exposure has increased
significantly over the past year, particularly in municipal bond CEFs that are
at an extreme of historical discount. Figure 3 on page 10 of the full report
reflects the overall widening of CEF discounts within various investment
strategies managed at KIM. The aforementioned municipal debt funds are
represented by the yellow-coloured line, which shows the discounts widening
over the two years since July 2021 when the average CEF was trading at or
around par.
We invested in the KIM business from a Human Resource perspective during the
year by realigning existing employees and adding new employees, to build the
platform for future growth. A marketing support team was set up to coordinate
relationships with investment platforms and assist with onboarding clients
from new relationships. A dedicated manager of the Relationship Management
team was hired to build a more effective system of oversight and reporting on
activities. Two experienced Relationship Managers were hired to develop new
client opportunities, including those related to generational wealth
strategies.
FuM and flows
With risk-free rates increasing, exposure to riskier asset classes are
naturally being reduced by institutions. This is especially the case with EM
and INTL, which are much further up the risk scale compared to US fixed
income. In the 2022 Annual Report, I highlighted the ten-year underperformance
of EM Equity (measured by MXEF) compared to both 1) the US Equity Market and
2) the World ex-US Market. This underperformance continued in the 2022/2023
financial year. In this environment, asset allocators are understandably wary
to commit new capital to an asset class that has underperformed US equities
for over two full market cycles. That said, the first half of calendar year
2023 saw a return to normalised uplift in asset prices, with a strong 11.7%
increase in MSCI World Ex US Index (MXWOU) as a proxy for international
equities.
Figure 4: Asset class returns
Index Index Name Exposure 2H 2022 Return 1H 2023 Return 12 Month Return
MXEF MSCI EM Index Emerging -2.8% 5.0% 2.1%
MXWO MSCI World Index Global 3.2% 15.4% 19.1%
MXWOU MSCI World Ex US Index International 5.7% 11.7% 18.0%
SPX S&P 500 Index Domestic US 2.3% 16.9% 19.6%
VBINX Vanguard Balanced Index ETF Balanced 0.2% 10.4% 10.6%
LEGATRUU Bloomberg Global-Agg Total Return Index Global Bond -2.7% 1.4% -1.3%
LBUSTRUU Bloomberg US Aggregate Bond Index US Bond -3.0% 2.1% -0.9%
LMBITR Bloomberg Muni Bond Total Return Index Municipal Bond 0.5% 2.7% 3.2%
During the year, there were net outflows at CLIM across the EM and INTL
strategies. The OV strategy saw net inflows, bolstered by a new segregated
account that funded in July 2022. In this environment, the OV strategy allows
CLIM's institutional clients to take advantage of dislocations in specific
markets and/or asset classes via discounted CEFs.
At KIM, flows in the Institutional business were flat. On the Retail side,
ongoing outflows occurred via lost accounts to attractive deposit rates that
are FDIC-insured, individual expenses, taxes and required minimum
distributions from retirement accounts.
The diversification offered by the KIM business has been proven this year, as
that business provides primarily exposure to US domestic equity and fixed
income markets. As mentioned earlier, the strength of the US equity market has
been significant relative to EM.
Figure 5: CLIG - FuM by line of business (US$m)
CLIM 30 Jun 2019 30 Jun 2020 30 Jun 2021 30 Jun 2022 30 Jun 2023
US$m % of CLIM total* US$m % of CLIM total* US$m % of CLIM total % of CLIG total US$m % of CLIM total % of CLIG total US$m % of CLIM total % of CLIG total
Emerging Markets 4,221 78% 3,828 69% 5,393 72% 47% 3,703 64% 40% 3,580 61% 38%
International 729 14% 1,244 23% 1,880 25% 17% 1,812 32% 20% 1,983 34% 21%
Opportunistic Value 233 4% 256 5% 231 3% 2% 193 3% 2% 244 4% 3%
Frontier 206 4% 175 3% 13 0% 0% 9 0% 0% 9 0% 0%
Other/REIT 7 0% 9 0% 13 0% 0% 74 1% 1% 88 1% 1%
CLIM total 5,396 100% 5,512 100% 7,530 100% 66% 5,791 100% 63% 5,904 100% 63%
KIM 30 Jun 2019 30 Jun 2020 30 Jun 2021 30 Jun 2022 30 Jun 2023
US$m % of KIM total* US$m % of KIM total* US$m % of KIM total % of CLIG total US$m % of KIM total % of CLIG total US$m % of KIM total % of CLIG total
Retail 2,291 67% 2,401 69% 2,804 72% 24% 2,419 70% 26% 2,441 69% 26%
Institutional 1,105 33% 1,087 31% 1,115 28% 10% 1,014 30% 11% 1,079 31% 11%
KIM total 3,396 100% 3,488 100% 3,919 100% 34% 3,433 100% 37% 3,520 100% 37%
CLIG total 11,449 100% 9,224 100% 9,424 100%
*Pre-merger
Figure 6: Net investment flows (US$000's)
CLIM FY 2020 FY 2021 FY 2022 FY 2023
Emerging Markets (279,459) (275,493) (315,770) (205,924)
International 551,102 (14,145) 452,554 (50,824)
Opportunistic Value 45,914 (102,663) 617 34,942
Frontier 16,178 (168,843) (4,748) -
Other/REIT 4,600 - 79,133 (5,709)
CLIM total 338,335 (561,144) 211,786 (227,515)
KIM FY 2020 FY 2021* FY 2022 FY 2023
Retail 26,323 (104,222) (106,444) (141,952)
Institutional (67,087) (130,911) (3,302) 12,530
KIM total (40,764) (235,133) (109,746) (129,422)
*Includes net investment flows for Retail - (24,407) and Institutional -
(20,264) pertaining to period before 1st October 2020 (pre-merger)
Group financial results
The Group's average net fee margin for the year was 72bps (2022: 73bps). The
Group's net fee income over the period was £54.6 million as compared to
£58.2 million in the prior year. The decrease in net fee income was due to
lower average FuM during the year offset by a stronger US dollar against
sterling, with an average GBP/US$ rate of 1.21 in FY 2023 as compared with
1.33 in FY 2022, an increase of c.9% over last year's average rate.
The Group's business has always been relatively simple. Pre-merger with KIM,
c.49% of our expenses were in non-US dollar currencies (sterling, Singapore
dollars and Dubai dirhams) and c.51% of our expenses were in US dollars.
Post-merger with KIM, this ratio has changed significantly and now c.65% of
our expenses are incurred in US dollars and almost all of our income is in US
dollars. This change in the composition of expenses from non-US dollar
currencies to US dollars has had the effect of magnifying moves in the
sterling/US dollar exchange rate.
As illustrated in Figure 7 below, the strengthening US dollar had a major
impact on the Group's expenses in sterling, but US dollar employee costs and
total operating expenses actually fell over the year by 4.9% and 2.1%
respectively. The move to US dollars as the Group's reporting currency in the
new financial year will help provide shareholders with a clearer picture of
our income and expenses without the distorting impact of FX translation.
Compounding the issues mentioned above has been the fall in average FuM from
US$10.5 billion in FY 2022 to US$9.2 billion in FY 2023, leading to a c.15.4%
reduction in net fee income in US dollar terms.
Figure 7: Comparison of CLIG's operating profit GBP vs US$
Year to 30th June 2023 Year to 30th June 2022 Year to 30th June 2023* Year to 30th June 2022*
Change Change
£ £ £ % $ $ $ %
Net fee income 54,622,286 58,203,284 (3,580,998) -6.2% 65,480,095 77,439,355 (11,959,260) -15.4%
Employee costs 24,756,241 23,532,973 1,223,268 5.2% 29,761,921 31,306,147 (1,544,226) -4.9%
Other admin. expenses 6,947,901 5,970,527 977,374 16.4% 8,382,266 7,928,529 453,737 5.7%
Depreciation & amortisation 5,336,767 4,747,116 589,651 12.4% 6,434,400 6,284,244 150,156 2.4%
Operating expenses 37,040,909 34,250,616 2,790,293 8.1% 44,578,587 45,518,920 (940,333) -2.1%
Operating profit 17,581,377 23,952,668 (6,371,291) -26.6% 20,901,508 31,920,435 (11,018,927) -34.5%
* Translated into US dollars at average GBP/US$ rates of exchange of 1.33 in
FY 2022 and 1.21 in FY 2023. Refer to Note 12 for further details.
CLIG profitability, cash and dividends
Operating profit before profit-share, EIP, share option charge and investment
gains/(losses)* of £32.6 million was lower by 15% (2022: £38.4 million)
primarily because of US dollar strengthening and a combination of lower
average FuM, higher employee-related, travel and marketing and IT costs in FY
2023. Profit before tax decreased to £18.6 million (2022: £23.2 million).
Please refer to the Financial Review for additional financial results.
The Board has recommended a final dividend of 22p per share (2022: 22p),
subject to approval by shareholders at the Company's Annual General Meeting
(AGM) to be held on 23rd October 2023. This would bring the total dividend
payment for the year to 33p (2022: 46.5p, including a special dividend of
13.5p). Rolling five-year dividend cover based on underlying profits,
excluding the special dividend equates to 1.24 times (2022: 1.32 times) in
line with our target. Please refer to page 24 of the full report for the
dividend cover chart, which provides an overview of our dividend policy.
Inclusive of our regulatory and statutory capital requirements, cash and cash
equivalents were £22.5 million as at 30th June 2023 as compared to £22.7
million at 30th June 2022, in addition to the seed and other own investments
of £7.9 million (2022: £7.4 million). Our cash reserves will allow us to
continue managing the business conservatively through volatile markets while
following our dividend policy. The CLIG Board continues to review the
appropriate cash reserves needed to run the larger, but more diversified,
business and assesses variables such as the impact of future revenue
projections in case of a broad retreat in underlying asset prices.
A review of CLIG's Share Price KPI can be found on page 25 of the full report.
Over the past five years, the average annualised return to shareholders is
8.0%, within the 7.5%-12.5% target range.
EIP
The Employee Incentive Plan (EIP) continues to be an integral part of our
remuneration package. Employees are able to set aside a portion of their
variable compensation, which to incentivise employees is matched by the
Company, in order to purchase shares that vest over the following three years
(five years for an Executive Director). There is ongoing take-up by employees
across the Group, who continue to benefit from being a part of, and owning, a
public company.
Cybersecurity update
In April 2023, all CLIG employees were given a Security Awareness Proficiency
Assessment. This is similar to an assessment taken by employees in 2021. The
assessment covered multiple topics that employees received training on, such
as internet use, email security, password management and incident reporting.
Our goal was to uncover what cybersecurity areas we should focus our upcoming
training sessions on for the rest of the calendar year 2023. We also received
benchmarking against the average score of financial industry employees.
As you can see in Figure 8 on page 13 of the full report, CLIG employees
outperformed the industry average in each category. Relative to 2021, CLIG
employees scored higher in six of the eight categories. This is exactly what
we were hoping to see as the results show that our training approach has led
to constant improvement of our employees' information security awareness.
Environmental reporting update
In the 2022 annual report and accounts (ARA), we committed to:
•Continue to develop our understanding of climate-related risk at Board
level and across the employee base;
•Identify and review the tools to enhance our understanding of how
climate-related risks impact our business;
•Continue to develop our path to a net zero transition; and
•Make a commitment to reach net zero by a particular date.
During the financial year, we engaged with ECO3 Partnership Limited ("ECO3"),
an environmental consulting firm based in Edinburgh, to assist us with
providing additional and improved disclosures to shareholders, and to meet our
commitments from the 2022 ARA.
On 3rd August 2023, we released a Supplemental TCFD/GHG Status Report,
produced in collaboration with ECO3. This supplemental report includes
information on Governance, Strategy, Risk Management, and Metrics and Targets,
and provides further insight into how CLIG is responding to the risks and
opportunities from climate change.
Additional actions taken during the financial year include:
•CLIG's Audit & Risk Committee committing to net zero emissions by 2050,
at the latest;
•CLIG undergoing a review of obtaining energy for the local offices via
renewable sources.
Please see pages 39-47 of the full report for additional information on these
important initiatives, and the supplemental report mentioned above can be
found at
https://clig.com/wp-content/uploads/2023/09/2022-CLIG-TCFD-Supplemental-Report-August-2023.pdf
(https://clig.com/wp-content/uploads/2023/09/2022-CLIG-TCFD-Supplemental-Report-August-2023.pdf)
.
Corporate governance and stakeholders
As announced, Barry Aling will retire from the Board in October of 2023. I
will miss Barry's counsel and advice, and overall, his "steady hand on the
tiller". Barry was invaluable in guiding the Board through the pandemic and
the merger with KIM and I am certain shareholders will join me in thanking him
for his many and frequent contributions to the Group over the years.
Pending shareholder approval at the AGM in October, Rian Dartnell will succeed
Barry as CLIG's new Chair. I look forward to working with Rian in his new
role, albeit after many years as a CLIG Non-Executive Director, he needs no
introduction to the Group and is well-placed to lead the Board into the
future. His immense experience in the investment management industry as both a
CEO and CIO will be invaluable as we move forward.
On a day-to-day basis, the Group is led by the Group Executive Committee
(GEC), which consists of Carlos Yuste, Dan Lippincott, Deepranjan Agrawal,
Mark Dwyer, and me. The GEC regularly receives presentations or updates from
leaders or managers at CLIM and KIM. Recent presentations have been provided
by members of Investment Management, Operations, Performance &
Attribution, Relationship Management, and Information Technology. These
presentations keep the GEC focused on, as Barry Olliff used to say, "the risk
at the coal face".
Retirement of George Karpus, KIM Founder and CLIG Director
As mentioned in the 26th May 2023 announcement, George Karpus, Non-Executive
Director and KIM Founder, has retired from the Board of Directors effective
31st July 2023. George has had a storied investing career and he built Karpus
Investment Management into one of the pre-eminent CEF houses. His foresight,
tenacity and vision created a lasting legacy in the CEF investment industry.
The Board and employees wish him the very best in his retirement.
CLIG outlook
Despite a challenging year, we believe the work done over the past twelve
months has laid the foundation for growth. With a following wind, we are
optimistic that the Group is well positioned to go further together given the
complementary strengths of CLIM and KIM, attractive CEF discounts, and value
in a number of asset classes managed by the Group. I would like to thank my
colleagues for their contributions over the past year and look forward to
working with them to grow the business for our clients and shareholders.
Tom Griffith
Chief Executive Officer
15th September 2023
INVESTMENT REVIEW - CLIM
In combination with the rich absolute value available in CEF discounts and
their persistent volatility, our portfolios are well positioned as the
headwinds of the last twelve months abate.
Risk assets gained over the twelve-month period ending 30th June 2023.
Investor pessimism from mid-2022 dissipated and higher multiples on resilient
earnings pushed equity prices higher. Fixed income lagged equity as long-term
rates rose, taking their cue from continued central bank tightening.
CLIM's core Emerging Market (EM) strategy outperformed by 0.1% net of fees.
NAV performance was favourable, particularly in H2 2022, led by Asian
securities. Discounts widened meaningfully over the period, as retail
investors, typically the marginal CEF buyer, reduced risk, preferring the
safety of risk-free deposit rates topping 5%. CLIM's International (INTL) CEF
strategy underperformed by 0.7% net of fees as net asset values underperformed
and discounts widened. Good top-down country allocation, specifically an
overweight to Japan, underweight to Canada and some modest US exposure were
positive. CLIM's smaller strategies had a mixed year. Opportunistic Value (OV)
outperformed by 2.1% net of fees, benefitting from its flexible mandate to
generate alpha across multiple CEF sectors. The Frontier strategy
underperformed due to weak country allocation. Both REIT strategies
significantly outperformed their benchmark indices driven by good stock
selection.
Discounts have recently expanded in a highly correlated way close to the
widest in twenty years excluding the market volatility of 2008/09. Despite
these challenging conditions for our CEF strategies a significant majority of
CLIM's assets remain ahead of benchmark and in line with peers over the five
years ended June 2023 (see Figure 1 on page 14 of the full report).
Net flows at CLIM were negative over the year. There have been several
pressure points: firstly, many US-based pension fund clients have benefitted
from strong asset returns. As funding positions improve so risk is dialled
back. Secondly, government bond yields moving closer to mid-single digit
levels provide a further incentive to de-risk. Thirdly, "EM fatigue" and
geopolitical uncertainty regarding China continues to influence asset
allocation decisions. EM returns now lag US equities over two decades and the
relative CAPE P/E ratios between the world market, international equities
(ex-US) and EM equities since 2006 are highlighted in Figure 2 on page 15 of
the full report. Predicting market direction based on these metrics is
difficult, however history consistently shows better returns accrue to cheaper
markets in the long run.
CEF issuance was sharply lower in the twelve months ending June 2023.
Approximately US$3 billion was issued globally as the IPO market slowed
considerably compared with the US$30 billion issued in the previous twelve
months. Stake building by value investors has prompted an uptick in corporate
actions as Boards attempt to address their discounts and performance concerns.
Hitherto, "hot" CEF sectors including technology and public fixed income in
the US, listed alternatives and private equity in the UK have seen significant
discount widening, providing CLIM with new business opportunities. The INTL,
Global, OV and EM REIT strategies have significant capacity and remain the
focus for marketing.
CEF discounts are the overriding consideration in CLIM's investment process,
but our manager due diligence does include a review of how ESG risk is managed
by the underlying managers. We undertake this work to encourage managers to
improve their ESG disclosures and also to keep our clients better informed
about their portfolios. We believe that improved transparency will result in
better management of ESG risks by CEF managers and ultimately in better
returns for our clients. The raw scores for MSCI ACWI suggest that companies
are improving their ESG performance. In addition, based on Sustainalytics'
analysis, CLIM's CEF portfolios have slightly lower overall ESG risk than
their benchmarks on average, though this is not a targeted outcome. Our
detailed annual stewardship report is available here:
https://citlon.com/wp-content/uploads/2023/04/AnnualStewardshipReport3-23.pdf
Global equity markets have performed well considering the headwinds: inflation
and associated monetary tightening; geopolitical strains from Taiwan to
Ukraine and weaker Chinese growth. Typically, strong equity performance would
be reflected in greater investor confidence and tighter discounts. In fact,
the opposite has occurred in the key CEF markets of UK, US and Australia. We
believe this is unlikely to persist. Figure 3 on page 15 of the full report
shows that average discounts are exceptionally wide and, importantly for our
strategies, discount volatility remains elevated. Finally, non-US equity
markets which comprise the bulk of CLIM's assets offer good value; again
Figure 3 puts this into perspective. The upward move in risk-free rates
correlates with the de-rating in CEFs - this move is likely nearer the end
than the beginning. In combination with the rich absolute value available in
CEF discounts and their persistent volatility, our portfolios are well
positioned as the headwinds of the last twelve months abate.
INVESTMENT REVIEW - KIM
Investors remain uncertain about the trajectory of inflation and U.S. Federal
Reserve policy. The U.S. Federal Reserve continues to face a balancing act of
reducing inflation toward their goal without pushing rates so high they hamper
economic growth.
Recap and outlook
• Most central banks around the world have significantly tightened monetary
policy, highlighted by the US Federal Reserve hiking rates from 0-0.25% to
5-5.25% while decreasing its balance sheet by US$550 billion during the twelve
months ended 30th June 2023.
• In the US, several bank failures spooked investors, however the US Federal
Reserve took swift and decisive measures to provide liquidity and restore
confidence in the banking system.
• US stock market has been very strong, up 19.6% as measured by the S&P
500. However, breadth has been exceptionally narrow with a small number of
stocks contributing the bulk of the returns. The equal weight S&P 500
index only returned 13.8% over the past twelve months.
• US Treasuries were volatile and negative over the past twelve months, with
the ten-year and thirty-year Treasuries returning -3.6% and -9.7%
respectively.
• Looking ahead, major concerns include the lagged effects of unprecedented
monetary tightening, growth, inflation, and stretched valuations in many
stocks.
Performance
KIM's strategies experienced mixed performance over the past twelve months as
our fixed income, conservative balance, and special purpose acquisition
companies (pre-acquisition) (SPACs) strategies outperformed, while equity and
growth balanced lagged indices.
Our discipline calls for us to increase our exposure to closed-end funds
(CEFs) when discounts widen. This is exactly what we have done over the past
twelve months as we have increased our CEF exposure by over US$1.3 billion.
SPACs produced solid returns over the twelve months and continue to offer
compelling returns, however, we have reduced our exposure in favour of
Municipal CEFs as we believe they offer better go-forward returns.
Despite solid short and long-term performance, flows were net negative as high
net worth clients withdrew funds for required minimum distributions and
institutional clients sought to rebalance. While markets have been
challenging, we feel that our strategy has held up very well. With volatility
comes opportunity and we feel our strategy is positioned well to capitalise on
market inefficiencies.
BUSINESS DEVELOPMENT REVIEW
CLIG's FuM were US$9.4 billion (£7.4 billion) as at 30th June 2023. This
compares with US$9.2 billion (£7.6 billion) as at 30th June 2022.
Performance
Despite wider discounts for all CEF strategies, investment performance was
ahead of benchmark for the bulk of CLIM's assets for the year ended 30th June
2023 due to strong NAV performance in the Emerging Market (EM) strategy. The
International (INTL) strategy was slightly behind benchmark over the period
while the Opportunistic Value (OV) strategy outperformed. KIM's taxable fixed
income, conservative balanced and SPAC strategies outperformed their market
indices over the period, while equity strategies lagged their benchmarks.
The Global EM Composite net investment returns for the rolling one year ended
30th June 2023 were +2.5% vs. +1.7% for the MSCI EM Index in US$.
The KIM Conservative Balanced Composite net investment returns for the rolling
one year ended 30th June 2023 were 6.65% vs. 5.03% for the Morningstar US Fund
Allocation - 30% to 50% Equity Category in US$.
The KIM Taxable Fixed Income Composite net investment returns for the rolling
one year ended 30th June 2023 were 2.52% vs. 0.78% for the Morningstar Average
General Bond Fund Category in US$.
The International CEF Composite net investment returns for the rolling one
year ended 30th June 2023 were +11.7% vs. +12.7% for the MSCI ACWI ex US in
US$.
The Opportunistic Value Composite net investment returns for the rolling one
year ended 30th June 2023 were +9.3% vs. +7.5% for the 50/50 MSCI
ACWI/Barclays Global Aggregate Bond benchmark in US$.
The Frontier Markets Composite net investment returns for the rolling one year
ended 30th June 2023 were +7.5% vs. +12.4% for the S&P Frontier EM 150
benchmark in US$.
Outlook
All investment strategies are open and have capacity at a time when attractive
discounts across the closed-end fund universe are the focus of marketing
efforts to consultants, institutional and wealth management clients.
We are pleased to note that institutional clients have been particularly
interested in private assets, including listed private equity, REITs and
listed infrastructure and that our offering continues to develop in this
regard.
Investment platforms are a new area of business development for wealth
management strategies, including taxable fixed income which has benefitted
from strong performance over the period.
Opportunities to cross-sell strategies to qualified institutional or wealth
management clients are also being explored.
FINANCIAL REVIEW
The Group income statement is presented in line with UK-adopted International
Accounting Standards on page 104 of the full report but the financial
information is reviewed by the management and the Board in a slightly
different way, as in the table provided below. This makes it easier to
understand the Group's operating results and shows the profits which is used
to calculate Group's profit-share provision.
Consolidated income for financial years ended 30th June
2023 2022
£'000 £'000
Gross fee income 57,326 61,294
Commissions (1,522) (1,599)
Custody fees (1,182) (1,492)
Net fee income 54,622 58,203
Interest 444 (121)
Total net income 55,066 58,082
Employee costs (14,809) (13,229)
Other administrative expenses (6,948) (5,781)
Depreciation and amortisation (696) (696)
Total overheads (22,453) (19,706)
Profit before bonus/EIP - operating profit 32,613 38,376
Profit-share (8,656) (9,162)
EIP (1,261) (1,298)
Share option charge (30) (34)
Investment gain/(loss) 573 (659)
Pre-tax profit before amortisation of intangibles acquired on acquisition 23,239 27,223
Amortisation of intangibles (4,641) (4,051)
Pre-tax profit 18,598 23,172
Tax (3,859) (5,081)
Post-tax profit 14,739 18,091
FuM
FuM at 30th June 2023 were US$9.4 billion compared with US$9.2 billion at the
end of the prior financial year. The small increase was due to a combination
of investment flows, market movements and performance. Refer to Figure 5 FuM
by line of business table within the CEO statement for more detail. However,
average FuM for the year decreased by 12% from US$10.5 billion in FY 2022 to
US$9.2 billion in FY 2023.
Revenue
The Group's gross revenue comprises of management fees charged as a percentage
of FuM. The Group's gross revenue decreased YoY by 7% to £57.3 million (2022:
£61.3 million). The decrease in revenue is primarily due to lower average FuM
during the year offset by a stronger US dollar against sterling, with an
average £/US$ rate of 1.21 in FY 2023 as compared with 1.33 in FY 2022, an
increase of c.9% over last year's average rate.
Commissions payable of £1.5 million (2022: £1.6 million) relate to fees due
to US registered investment advisers for the introduction of wealth management
clients. The marginal decrease is due to slightly lower activity in FY 2023.
The Group's net fee income, after custody charges of £1.2 million (2022:
£1.5 million), is £54.6 million (2022: £58.2 million), a reduction of c.6%
as compared to last year. The Group's average net fee margin for FY 2023 was
72bps as compared to 73bps for FY 2022.
Net interest income is made up of interest earned on bank deposits and
short-term investments in treasury money market instruments offset by interest
paid on lease obligations. Refer to page 114 of the full report for our lease
accounting policy and page 117 of the full report for details of net interest
earned.
Costs
Total overheads before profit share, EIP, share option charge and investments
gains/(losses) for FY 2023 totalling £22.5 million (2022: £19.7 million)
were 14% higher than FY 2022, out of which c.6% was due to a stronger US
dollar during the year. The US dollar strengthened by an average of 9% during
the year as compared to sterling and c.65% of the Group's overheads are
incurred in US dollars.
The Group's cost/income ratio, arrived at by comparing total overheads before
profit share, EIP, share option charge and investments gains/(losses) with net
fee income, was 41% in FY 2023 (2022: 34%).
The largest component of overheads continues to be employee-related at £14.8
million (2022: £13.2 million), an increase of c.12% over last year, out of
which c.6% is due to the impact of a stronger average US dollar during the
year and salary and related pension cost increases with effect from 1st July
2022. Additionally, employee-related costs increased during the year due to
the full year cost of replacing relationship managers and assistants,
primarily due to retirements, for the purpose of transitioning client accounts
and the full year impact of restoring employee health care benefits at KIM.
Other administrative expenses increased by c.20% to £6.9 million (2022: £5.8
million), out of which c.6% was due to the impact of a stronger average US
dollar during the year and the impact of additional spend on travel and
marketing. FY 2023 was the first full year post-pandemic after two years in
which only limited travel was possible due to Covid restrictions. Board travel
to attend meetings and employee engagement sessions as well as employee travel
for client meetings, entertainment and briefings resumed during the year.
Other administrative expenses were also impacted by additional IT spend during
the year, mainly on infrastructure and network consulting, which will provide
additional protection from a cybersecurity perspective, as well as provide
opportunities for future savings after implementation across all offices.
Additional expenditure increases are from development expenses on improving
existing systems, upgrading the core Microsoft applications to the Office 365
SaaS solution, and cost increases by vendors.
Total net fee income less overheads resulted in a profit before
profit-share/EIP/share options charge and investment gain/(losses) of £32.6
million (2022: £38.4 million).
The total variable profit-share for FY 2023 decreased by 5% to £8.7 million
as compared with £9.2 million in FY 2022 as a result of lower operating
profit for the year.
The Group's Employee Incentive Plan (EIP) charge for FY 2023 amounted to £1.3
million (FY 2022: £1.3 million).
Investment gains/(losses)
Gains of £0.6 million (2022: loss of £0.7 million) relate to the realised
and unrealised gains/(losses) on the Group's seed investments and other
investments in Special Purpose Acquisition Companies (SPACs).
Amortisation of intangibles
Intangible assets relating to direct customer relationships, distribution
channels and KIM's trade name recognised on the merger with KIM are being
amortised over seven to fifteen years (refer to note 1.6 of the financial
statements) and have resulted in an amortisation charge of £4.6 million for
the year (2022: £4.1 million). Deferred tax liability on these intangibles as
at 30th June 2023 amounted to £7.2 million (2022: £8.7 million) based on the
relevant tax rate, which will unwind over the useful economic life of the
associated assets. Goodwill amounting to £69.7 million was also initially
recognised on the completion of the merger. Foreign currency translation
differences on the closing balances of intangibles have been recognised in
other comprehensive income. Refer to note 7 of the financial statements for
more details.
Taxation
The pre-tax profit of £18.6 million (2022: £23.2 million), after a
corporation tax charge of £3.9 million in FY 2023 (2022: £5.1 million), at
an effective rate of 21% (2022: 22%), resulted in a post-tax profit of £14.7
million (2022: £18.1 million), which is all attributable to the equity
shareholders of the Company.
Group statement of financial position
The Group's financial position continues to be strong and liquid, with cash
resources of £22.5 million as at 30th June 2023 as compared with £22.7
million as at 30th June 2022. As at 30th June 2023, c.52% of the Group's
shareholders are based in North America. Although the Group continues to
declare dividends in sterling, we have provided the option for shareholders to
receive dividends either in sterling or US dollars, at a pre-determined
exchange rate. Further, c.66% of Group's total expenses are incurred in
non-sterling currencies. In order to pay the anticipated US dollar dividends
and non-sterling expenses, c.58% of the Group's cash resources are held in US
dollars as at 30th June 2023.
The Group had invested US$5 million (£3.9 million) in seeding its two REIT
funds at the start of January 2019. By the end of June 2023, these investments
were valued at £3.8 million (2022: £3.8 million), with the small unrealised
gain (2022: loss) taken to the income statement.
The Group had also invested US$2.5 million (£1.9 million) in seeding the
Global Equity CEF in December 2021 and US$2.5 million (£1.9 million) in SPACs
in March 2022. By the end of June 2023, these investments were valued at £4.1
million (2022: £3.6 million), with the realised gain of £0.3 million and
unrealised gain of £0.2 million (2022: unrealised loss of £0.2 million)
taken to the income statement.
The International REIT and Global Equity CEF funds are assessed to be under
the Group's control and are thus consolidated using accounts drawn up as of
30th June 2023. There were no third party investors, collectively known as the
non-controlling interest (NCI) in these funds as at 30th June 2023 (2022:
nil).
The Group's right-of-use assets (net of depreciation) amounted to £2.0
million as at 30th June 2023 as compared with £2.4 million as at 30th June
2022. There were no additions to the right-of-use assets during the year other
than the impact of currency translations.
The Employee Benefit Trust (EBT) purchased 622,746 shares (2022: 552,730
shares) at a cost of £2.6 million (2022: £2.7 million) in preparation for
the annual EIP awards due at the end of October 2023.
The EIP has had a consistently high level of participation each year since
inception (>60% of Group employees), with the first tranche of awards
vesting in October 2018. Only 26.2% (2022: 23.5%) of the shares vesting during
the year were sold in order to help cover the employees' resulting tax
liabilities, leading to a very healthy 73.8% (2022: 76.5%) share retention
within the Group.
In addition, Directors and employees exercised 23,350 (2022: 92,000) options
over shares held by the EBT, raising £0.1 million (2022: £0.3 million) which
was used to pay down part of the loan to the EBT.
Dividends paid during the year totalled £16.1 million (2022: £21.5 million).
The total dividend of 33p per share comprised: the 22p per share final
dividend for 2021/22 and the 11p per share interim dividend for the current
year (2022: 22p per share final for 2020/21, 11p per share interim and a
special dividend of 13.5p per share). The Group's dividend policy is set out
on page 24 of the full report.
The Group is well capitalised and its regulated entities complied at all times
with their local regulatory capital requirements. In the UK, the Group's
principal operating subsidiary, CLIM, is regulated by the FCA. As required
under the Capital Requirements Directive, the underlying risk management
controls and capital position are disclosed on CLIM's website www.citlon.com.
Currency exposure
The Group's revenue is almost entirely US dollar based whilst its costs are
incurred in US dollars, sterling and to a lesser degree Singapore dollars. The
Group's currency exposure also relates to its subsidiaries' non-sterling
assets and liabilities, which are again to a great extent in US dollars. For
the UK incorporated entities, the exchange rate differences arising on their
translation into sterling for reporting purposes each month is recognised in
the income statement. In order to minimise the foreign exchange impact, the
Group monitors its net currency position and offsets it by forward sales of US
dollars for sterling. At 30th June 2023, these forward sales totalled US$24.8
million, with a weighted average exchange rate of US$1.26 to £1 (2022:
US$24.5 million at a weighted average rate of US$1.29 to £1).
The exchange rate differences arising from translating functional currency to
presentation currency for KIM are recognised in the Group's other
comprehensive income.
Functional and reporting currency change
The functional currency of the Company and the presentational currency of the
Group changed to US dollars with effect from 1st July 2023. The Board believes
that this change will provide investors and other stakeholders with greater
transparency of the Group's performance and reduced foreign exchange
volatility.
There will be no change in the Group's dividend policy, and dividends will
continue to be declared in sterling with an option for shareholders based in
the US to elect to receive dividends in US$.
Following the change in the Group's presentational currency with effect from
1st July 2023, the Group's interim results for the six-month period ended 31st
December 2023, and all subsequent financial information, will be prepared
using US dollars as the presentational currency. Comparative information will
also be provided in US dollars as required by the relevant Accounting
Standards. Refer to note 12 for further information.
Viability statement
In accordance with the provisions of the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a three-year period,
taking into account the Group's current position and prospects, Internal
Capital Adequacy and Risk Assessment (ICARA) and the potential impact of
principal risks and how they are managed as detailed in the risk management
report on pages 30 to 31 of the full report.
Period of assessment
While the Directors have no reason to believe that the Group will not be
viable over a longer period, given the uncertainties still associated with the
global economic and political factors and their potential impact on financial
markets, any longer time horizon assessments are subject to more uncertainty
due to external factors.
Taking into account the recommendations of the Financial Reporting Council in
their 2021 thematic review publication, the Board has therefore determined
that a three-year period to 30th June 2026 constitutes an appropriate and
prudent timeframe for its viability assessment. This three-year view is also
more aligned to the Group's detailed stress testing.
Assessment of viability
As part of its viability statement, the Board has conducted a robust
assessment of the principal risks facing the Group, including those that would
threaten its business model, future performance, solvency or liquidity. This
assessment includes continuous monitoring of both internal and external
environments to identify new and emerging risks, which in turn are analysed to
determine how they can best be mitigated and managed.
The primary risk is the potential for loss of FuM as a result of poor
investment performance, client redemptions, breach of mandate guidelines or
market volatility. The Directors review the principal risks regularly and
consider the options available to the Group to mitigate these risks so as to
ensure the ongoing viability of the Group is sustained.
The ICARA is reviewed by the Board and incorporates stress testing based on
loss of revenue on the Group's financial position over a three-year period.
The Group has performed additional stress tests using several different
scenario levels, over a three-year period which are significantly more severe
than our acceptable risk appetite, which include:
•a significant fall in FuM;
•a significant fall in net fee margin; and
•combined stress (significant falls both in FuM and net fee margin).
Having reviewed the results of the stress tests, the Directors have concluded
that the Group would have sufficient resources in the stressed scenarios and
that the Group's ongoing viability would be sustained. The stress scenario
assumptions would be reassessed if necessary over the longer term. An example
of a mitigating action in such scenarios would be a reduction in costs along
with a reduction in dividend.
Based on the results of this analysis, the Board confirms it has a reasonable
expectation that the Company and the Group will be able to continue in
operation and meet their liabilities as they fall due over the next three
years.
On that basis, the Directors also considered it appropriate to prepare the
financial statements on the going concern basis as set out on page 94 of the
full report.
Alternative Performance Measures
The Directors use the following Alternative Performance Measures (APMs) to
evaluate the performance of the Group as a whole:
Underlying profit before tax - Profit before tax, adjusted for gain/(loss) on
investments and amortisation of acquired intangibles. This provides a measure
of the profitability of the Group for management's decision-making.
Underlying earnings per share - Underlying profit before tax, adjusted for tax
as per income statement and tax effect of adjustments, divided by the weighted
average number of shares in issue as at the period end. Refer to note 6 in the
financial statements for reconciliation.
Alternative Performance Measures
Underlying profit and profit before tax Jun 23 Jun 22
£ £
Net fee income 54,622,286 58,203,284
Administrative expenses (32,399,825) (30,199,393)
Net interest received/(paid)* 444,163 (121,054)
Underlying profit before tax 22,666,624 27,882,837
Add back/(deduct):
Gain/(loss) on investments 572,807 (659,231)
Amortisation on acquired intangibles (4,641,084) (4,051,223)
Profit before tax 18,598,347 23,172,383
* Net interest received/(paid) is made up of interest earned on short-term
bank deposits, treasuries and money market funds offset by interest paid on
lease obligations.
FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30TH JUNE 2023
Year to Year to
30th June 2023 30th June 2022
Note £ £
Revenue
Gross fee income 2 57,326,109 61,293,627
Commissions payable (1,521,652) (1,598,421)
Custody fees payable (1,182,171) (1,491,922)
Net fee income 54,622,286 58,203,284
Administrative expenses
Employee costs 24,756,241 23,532,973
Other administrative expenses 6,947,901 5,970,527
Depreciation and amortisation 5,336,767 4,747,116
(37,040,909) (34,250,616)
Operating profit 3 17,581,377 23,952,668
Finance income 4 1,153,653 32,136
Finance expense 4 (136,683) (812,421)
Profit before taxation 18,598,347 23,172,383
Income tax expense 5 (3,859,611) (5,081,232)
Profit for the period 14,738,736 18,091,151
Profit attributable to:
Equity shareholders of the parent 14,738,736 18,091,151
Basic earnings per share 6 30.2p 36.9p
Diluted earnings per share 6 29.6p 36.4p
CONSOLIDATED AND COMPANY STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30TH JUNE 2023
Group Company
Year to Year to Year to Year to
30th June 2023 30th June 2022 30th June 2023 30th June 2022
£ £ £ £
Profit for the period 14,738,736 18,091,151 18,917,257 26,303,606
Other comprehensive income:
Foreign currency translation differences (4,261,592) 12,826,714 - -
Total comprehensive income for the period 10,477,144 30,917,865 18,917,257 26,303,606
Attributable to:
Equity shareholders of the parent 10,477,144 30,917,865 18,917,257 26,303,606
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
30TH JUNE 2023
Group Company
30th June 2023 30th June 2022 30th June 2023 30th June 2022
Note £ £ £ £
Non-current assets
Property and equipment 724,842 511,208 220,055 247,832
Right-of-use assets 1,986,893 2,418,745 906,772 1,085,153
Intangible assets 7 101,127,243 110,078,091 23,288 17,867
Other financial assets 7,887,575 7,434,586 109,174,428 108,912,203
Deferred tax asset 388,499 394,831 5,692 5,066
112,115,052 120,837,461 110,330,235 110,268,121
Current assets
Trade and other receivables 6,371,417 6,498,019 3,038,669 5,180,722
Current tax receivable - - 771,879 1,132,209
Cash and cash equivalents 22,489,858 22,677,893 11,634,613 6,919,935
28,861,275 29,175,912 15,445,161 13,232,866
Current liabilities
Trade and other payables (8,452,440) (9,461,606) (4,124,497) (3,749,598)
Lease liabilities (197,331) (388,986) (34,586) (121,573)
Current tax payable (794,263) (538,158) - -
Creditors, amounts falling due within one year (9,444,034) (10,388,750) (4,159,083) (3,871,171)
Net current assets 19,417,241 18,787,162 11,286,078 9,361,695
Total assets less current liabilities 131,532,293 139,624,623 121,616,313 119,629,816
Non-current liabilities
Lease liabilities (1,966,651) (2,213,854) (989,477) (1,026,248)
Deferred tax liability (7,222,616) (8,642,208) (18,215) (21,178)
Net assets 122,343,026 128,768,561 120,608,621 118,582,390
Capital and reserves
Share capital 8 506,791 506,791 506,791 506,791
Share premium account 2,256,104 2,256,104 2,256,104 2,256,104
Merger relief reserve 8 101,538,413 101,538,413 101,538,413 101,538,413
Investment in own shares (8,109,300) (7,045,817) (8,109,300) (7,045,817)
Share option reserve 133,796 126,181 127,051 105,513
0
EIP share reserve 1,732,981 1,481,107 1,732,981 1,481,107
Foreign currency translation reserve 1,935,871 6,197,463 - -
Capital redemption reserve 26,107 26,107 26,107 26,107
Retained earnings 22,322,263 23,682,212 22,530,474 19,714,172
Attributable to:
Equity shareholders of the parent 122,343,026 128,768,561 120,608,621 118,582,390
Total equity 122,343,026 128,768,561 120,608,621 118,582,390
As permitted by section 408 of the Companies Act 2006, the income statement of
the Parent Company is not presented as part of these financial statements. The
Parent Company's profit for the financial period amounted to £18,917,257
(2022: £26,303,606).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
30TH JUNE 2023
Foreign currency translation reserve Capital redemption reserve Total attributable to share-
Share premium account Investment in own shares Share option reserve EIP £ £ holders
Share capital £ Merger relief reserve £ £ Share Retained earnings £
£ £ reserve £ NCI Total
£ £ £
As at 30th June 2021 506,791 2,256,104 101,538,413 (6,068,431) 195,436 1,282,884 (6,629,251) 26,107 27,019,584 120,127,637 189,467 120,317,104
Profit for the period - - - - - - - - 18,091,151 18,091,151 - 18,091,151
Other comprehensive income - - - - - - 12,826,714 - - 12,826,714 - 12,826,714
Total comprehensive income - - - - - - 12,826,714 - 18,091,151 30,917,865 - 30,917,865
Transactions with owners
Derecognition of NCI holding - - - - - - - - - - (189,467) (189,467)
Share option exercise - - - 320,193 (38,435) - - - 38,435 320,193 - 320,193
Purchase of own shares - - - (2,665,042) - - - - - (2,665,042) - (2,665,042)
Share-based payment - - - - 34,291 884,265 - - - 918,556 - 918,556
EIP vesting/forfeiture - - - 1,367,463 - (686,042) - - - 681,421 - 681,421
Deferred tax on share options - - - - (65,111) - - - (7,902) (73,013) - (73,013)
Current tax on share options - - - - - - - - 25,853 25,853 - 25,853
Dividends paid - - - - - - - (21,484,909) (21,484,909) - (21,484,909)
Total transactions with owners - - - (977,386) (69,255) 198,223 - - (21,428,523) (22,276,941) (189,467) (22,466,408)
As at 30th June 2022 506,791 2,256,104 101,538,413 (7,045,817) 126,181 1,481,107 6,197,463 26,107 23,682,212 128,768,561 - 128,768,561
Profit for the period - - - - - - - - 14,738,736 14,738,736 - 14,738,736
Other comprehensive income - - - - - - (4,261,592) - - (4,261,592) - (4,261,592)
Total comprehensive income - - - - - - (4,261,592) - 14,738,736 10,477,144 - 10,477,144
Transactions with owners
Share option exercise - - - 73,269 (8,290) - - - 8,290 73,269 - 73,269
Purchase of own shares - - - (2,559,537) - - - - - (2,559,537) - (2,559,537)
Share-based payment - - - - 29,828 975,847 - - - 1,005,675 - 1,005,675
EIP vesting/forfeiture - - - 1,422,785 - (723,973) - - - 698,812 - 698,812
Deferred tax on share options - - - - (13,923) - - - (435) (14,358) - (14,358)
Current tax on share options - - - - - - - - 4,582 4,582 - 4,582
Dividends paid - - - - - - - (16,111,122) (16,111,122) - (16,111,122)
Total transactions with owners - - - (1,063,483) 7,615 251,874 - - (16,098,685) (16,902,679) - (16,902,679)
As at 30th June 2023 506,791 2,256,104 101,538,413 (8,109,300) 133,796 1,732,981 1,935,871 26,107 22,322,263 122,343,026 - 122,343,026
COMPANY STATEMENT OF CHANGES IN EQUITY
30TH JUNE 2023
Share premium account Share option reserve EIP Capital redemption reserve Total attributable to shareholders
£ Merger reserve Investment in own shares £ share £ Retained earnings £
Share capital £ £ reserve £
£ £
As at 30th June 2021 506,791 2,256,104 101,538,413 (6,068,431) 109,657 1,282,884 26,107 14,859,780 114,511,305
Profit for the period - - - - - - - 26,303,606 26,303,606
Other comprehensive income - - - - - - - - -
Total comprehensive income - - - - - - - 26,303,606 26,303,606
Transactions with owners
Share option exercise - - - 320,193 (38,435) - - 26,587 308,345
Purchase of own shares - - - (2,665,042) - - - - (2,665,042)
Share-based payment - - - - 34,291 884,265 - - 918,556
EIP vesting/forfeiture - - - 1,367,463 - (686,042) - - 681,421
Deferred tax on share options - - - - - - - (5,052) (5,052)
Current tax on share options - - - - - - - 14,160 14,160
Dividends paid - - - - - - - (21,484,909) (21,484,909)
Total transactions with owners - - - (977,386) (4,144) 198,223 - (21,449,214) (22,232,521)
As at 30th June 2022 506,791 2,256,104 101,538,413 (7,045,817) 105,513 1,481,107 26,107 19,714,172 118,582,390
Profit for the period - - - - - - - 18,917,257 18,917,257
Other comprehensive income - - - - - - - - -
Total comprehensive income - - - - - - - 18,917,257 18,917,257
Transactions with owners
Share option exercise - - - 73,269 (8,290) - - 7,371 72,350
Purchase of own shares - - - (2,559,537) - - - - (2,559,537)
Share-based payment - - - - 29,828 975,847 - - 1,005,675
EIP vesting/forfeiture - - - 1,422,785 - (723,973) - - 698,812
Deferred tax on share options - - - - - - - (243) (243)
Current tax on share options - - - - - - - 3,039 3,039
Dividends paid - - - - - - - (16,111,122) (16,111,122)
Total transactions with owners - - - (1,063,483) 21,538 251,874 - (16,100,955) (16,891,026)
As at 30th June 2023 506,791 2,256,104 101,538,413 (8,109,300) 127,051 1,732,981 26,107 22,530,474 120,608,621
CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH JUNE 2023
Group Company
30th June 2023 30th June 2022 30th June 2023 30th June 2022
Note £ £ £ £
Cash flow from operating activities
Profit before taxation 18,598,347 23,172,383 644,891 181,843
Adjustments for:
Depreciation of property and equipment 228,235 191,149 76,939 99,157
Depreciation of right-of-use assets 460,617 496,367 178,381 178,381
Amortisation of intangible assets 4,647,915 4,059,600 6,831 8,377
Loss on disposal of property and equipment 488 4,296 142 4,296
Share-based payment charge 29,828 33,440 3,474 3,474
EIP-related charge 1,053,754 892,097 456,805 392,458
(Gain)/loss on investments 4 (572,807) 659,231 (95,457) 47,963
Interest receivable 4 (580,846) (32,136) (209,178) (8,539)
Interest payable on leased assets 4 136,683 153,190 76,147 87,111
Translation adjustments (460,656) 98,684 19,029 (141,847)
Cash generated from operations before changes
in working capital 23,541,558 29,728,301 1,158,004 852,674
Decrease in trade and other receivables 127,833 458,199 3,044,935 1,868,752
(Decrease)/Increase in trade and other payables (246,315) 1,886,245 2,354,209 1,156,028
Cash generated from operations 23,423,076 32,072,745 6,557,148 3,877,454
Interest received 4 580,846 32,136 209,178 8,539
Interest paid on leased assets 4 (136,683) (153,190) (76,147) (87,111)
Taxation paid (4,799,115) (7,004,074) (1,560,000) (154,496)
Net cash generated from operating activities 19,068,124 24,947,617 5,130,179 3,644,386
Cash flow from investing activities
Dividends received from subsidiaries - - 18,399,871 26,160,323
Purchase of property and equipment and intangibles (479,757) (258,852) (61,556) (89,557)
Purchase of non-current financial assets (1,127,748) (3,877,446) - (1,889,216)
Proceeds from sale of current financial assets 1,127,748 8,442 - 8,442
Net cash (used in)/generated from investing activities (479,757) (4,127,856) 18,338,315 24,189,992
Cash flow from financing activities
Ordinary dividends paid 9 (16,111,122) (21,484,909) (16,111,122) (21,484,909)
Purchase of own shares by employee share option trust (2,559,537) (2,665,042) (2,559,537) (2,665,042)
Proceeds from sale of own shares by employee
benefit trust 73,269 320,193 73,269 320,193
Payment of lease liabilities (396,617) (407,772) (123,758) (131,908)
Net cash used in financing activities (18,994,007) (24,237,530) (18,721,148) (23,961,666)
Net (decrease)/increase in cash and cash equivalents (405,640) (3,417,769) 4,747,346 3,872,712
Cash and cash equivalents at start of period 22,677,893 25,514,619 6,919,935 2,905,184
Cash held in funds* 60,996 40,936 - -
Effect of exchange rate changes 156,609 540,107 (32,668) 142,039
Cash and cash equivalents at end of period 22,489,858 22,677,893 11,634,613 6,919,935
Notes:
* Cash held in International REIT and Global Equity CEF funds are consolidated
using accounts drawn up as of 30th June.
NOTES TO THE FINANCIAL STATEMENTS
The contents of this preliminary announcement have been extracted from the
Company's Annual Report, which is currently in print and will be distributed
within the week. The information shown for the years ended 30th June 2023 and
30th June 2022 does not constitute statutory accounts and has been extracted
from the full accounts for the years ended 30th June 2023 and 30th June 2022.
The reports of the auditors on those accounts were unqualified and did not
contain adverse statements under sections 498(2) or (3) of the Companies Act
2006. The accounts for the year ended 30th June 2022 have been filed with the
Registrar of Companies. The accounts for the year ended 30th June 2023 will be
delivered to the Registrar of Companies in due course.
1. SIGNIFICANT ACCOUNTING POLICIES
City of London Investment Group PLC (the Company) is a public limited company
which listed on the London Stock Exchange on 29th October 2010 and is
domiciled and incorporated in the United Kingdom under the Companies Act 2006.
1.1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards.
The Group financial statements have been prepared under the historical cost
convention, except for certain financial assets held by the Group that are
reported at fair value. The Group and Company financial statements have been
prepared on a going concern basis.
The principal accounting policies adopted are set out below and have, unless
otherwise stated, been applied consistently to all periods presented in these
financial statements.
1.2 New or amended accounting standards and interpretations
The Group has adopted all the new or amended accounting standards and
interpretations issued by the International Accounting Standards Board (IASB)
that are mandatory for the current reporting period. Any new or amended
accounting standards that are not mandatory have not been early adopted.
The following amendments to standards have been adopted in the current period
and have not had a material impact on the Group's financial statements:
•IAS 16 (amendments) - Property, Plant and Equipment - Proceeds before
Intended Use
•Annual Improvements 2018-2020 Cycle - Amendments to IFRS 1, IFRS 9, IFRS 16
and IAS 4)
•IAS 37 (amendments) - Onerous Contracts - Cost of Fulfilling a Contract
The following amended standards and interpretations are in issue but not yet
effective:
•IFRS 17 Insurance contracts (effective 1 January 2023)
•IAS 1 (amendments) - Disclosure of Accounting Policies (effective 1 January
2023)
•IAS 1 (amendments) - Presentation of Financial Statements: Classification
of Liabilities as Current or Non-Current and Classification of Liabilities as
Current or Non-Current - Deferral of Effect Date (effective 1 January 2024)
•IAS 8 (amendments) - Definition of Accounting Estimates (effective 1
January 2023)
•IAS 12 (amendments) - Deferred Tax related to Assets and Liabilities
arising from a single transaction (effective 1 January 2023)
The Directors do not expect the adoption of these standards and amendments to
have a material impact on the Financial Statements.
1.3 Accounting estimates and assumptions
The preparation of these financial statements in conformity with UK-adopted
International Accounting Standards requires management to make estimates and
judgments that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. Whilst estimates are based on
management's best knowledge and judgement using information and financial data
available to them, the actual outcome may differ from those estimates.
The most significant areas of the financial statements that are subject to the
use of estimates and judgments are noted below:
(i) EM REIT fund
The Company has a c.20% ownership interest in the EM REIT fund. However, it
does not have any voting powers and its decision-making powers are held in the
capacity of an agent of the investors as a group. The Company has exercised
judgement and have concluded that it does not control or have significant
influence over this fund.
(ii) Impairment of Goodwill
The recognition of goodwill in a business combination and subsequent
impairment assessments are based on significant accounting estimates. Note 7
details our estimates and assumptions in relation to the impairment assessment
of goodwill.
1.4 Basis of consolidation
The consolidated financial statements are based on the financial statements of
the Company and all of its subsidiary undertakings. The Group's subsidiaries
are those entities which it directly or indirectly controls. Control over an
entity is evidenced by the Group's ability to exercise its power in order to
affect any variable returns that the Group is exposed to through its
involvement with the entity. The consolidated financial statements also
incorporate the results of the business combination using the acquisition
method. The acquiree's identifiable net assets are initially recognised at
their fair values at the acquisition date. The results of the acquired
business are included in the consolidated statement of comprehensive income
from the date on which control is obtained.
When assessing whether to consolidate an entity, the Group evaluates a range
of control factors as defined under IFRS 10 Consolidated financial statements,
namely:
•the purpose and design of the entity;
•the relevant activities and how these are determined;
•whether the Group's rights result in the ability to direct the relevant
activities;
•whether the Group has exposure or rights to variable returns; and
•whether the Group has the ability to use its power to affect the amount of
its returns.
Subsidiaries are consolidated from the date on which control is transferred to
the Group and are deconsolidated from the date that control ceases.
The Group's subsidiary undertakings as at 30th June 2023 are detailed below:
City of London Investment Group PLC holds a controlling interest in the
following:
Controlling Country of
Subsidiary undertakings Activity interest incorporation
City of London Investment Management Company Limited Management of funds 100% UK
City of London US Investments Limited Holding company 100% UK
Karpus Management Inc. Management of funds 100% USA
International REIT Fund * Delaware Statutory Trust Fund 100% USA
Global Equity CEF Fund Delaware Statutory Trust Fund 100% USA
City of London Investment Management Company Limited holds 100% of the
ordinary shares in the following:
City of London Investment Management (Singapore) PTE Ltd Management of funds Singapore
City of London Latin America Limited Dormant Company UK
City of London US Investments Limited holds 100% of the ordinary shares in the
following:
City of London US Services Limited Service company UK
* International REIT fund has a year-end of 31st December. As this fund has a
financial year end that differs from that of the Company, it is consolidated
using accounts drawn up as of 30th June.
The registered addresses of the subsidiary companies are as follows:
City of London Investment Management Company Limited 77 Gracechurch Street, London EC3V 0AS, UK
City of London US Investments Limited
City of London US Services Limited
City of London Latin America Limited
City of London Investment Management Company (Singapore) PTE Ltd 20 Collyer Quay, #10-04, Singapore 049319
Karpus Management Inc. 183 Sully's Trail, Pittsford, New York 14534, USA
International REIT fund 4005 Kennett Pike, Suite 250, Greenville, DE 19807, USA
Global Equity CEF Fund
City of London Latin America Limited is dormant and as such is not subject to
audit.
1.5 Property and equipment
For all property and equipment depreciation is calculated to write off their
cost to their estimated residual values by equal annual instalments over the
period of their estimated useful lives, which are considered to be:
Short leasehold property improvements-over the remaining life of the lease
Furniture and equipment - four to ten years
Computer and telephone equipment - four to ten years
1.6 Intangible assets
Intangible assets acquired separately are initially recognised at cost.
Intangible assets acquired through a business combination other than goodwill,
are initially measured at fair value at the date of the acquisition.
(i) Goodwill
Goodwill arises through a business combination. Goodwill represents the excess
of the purchase consideration paid over the fair value of the identifiable
assets, liabilities and contingent liabilities of the business at the date of
the acquisition.
Goodwill is measured at cost less accumulated impairment losses. Goodwill on
acquisition is allocated to a cash generating unit (CGU) that is expected to
benefit from the acquisition, for the purpose of impairment testing. The CGU
to which goodwill is allocated represents the lowest level at which goodwill
is monitored for internal management purposes. A CGU is identified as a group
of assets generating cash inflows which are independent from cash inflows from
other Group cash generating assets and are not larger than the Group's
operating segments.
(ii) Direct customer relationships and distribution channels
The fair values of direct customer relationships and distribution channels
acquired in the business combination have been measured using a multi-period
excess earnings method. These are amortised on a straight line basis over the
period of their expected benefit, being a finite life of 10 years for direct
customer relationships and a finite life of seven years for distribution
channels.
(iii) Trade name
The fair value of the trade name acquired in the business combination has been
measured using a relief from royalty method. This is amortised on a straight
line basis over the period of its expected benefit, being a finite life of
fifteen years.
(iv) Software licences
Software licences are capitalised at cost and amortised on a straight line
basis over the useful life of the asset. Costs are capitalised on the basis of
the costs incurred to acquire and bring into use the specific software. Costs
also include directly attributable overheads. The estimated useful life over
which the software is depreciated is between four to ten years. Software
integral to a related item of hardware equipment is accounted for as property
and equipment. Costs associated with maintaining computer software programs
are expensed to the income statement as incurred.
1.7 Impairment of goodwill and other assets
Goodwill arising on acquisition is not subject to annual amortisation and is
tested annually for impairment, or more frequently if changes in circumstances
indicate a possible impairment. The Group annually reviews the carrying value
of its CGU to ensure that those assets have not suffered from any impairment
loss. The review compares the recoverable amount of the CGU to which goodwill
is allocated against its carrying amount. Where the recoverable amount is
higher than the carrying amount, no impairment is required. The recoverable
amount is defined as the higher of (a) fair value less costs to sell or (b)
value in use, which is based on the present value of future cash flows
expected to derive from the CGU.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets
(cash-generating units).
Other assets are tested for impairment whenever management identifies any
indicators of impairment.
Any impairment loss is recognised immediately through the income statement.
1.8 Business Combinations
The Group accounts for business combinations using the acquisition method. A
business combination is determined where in a transaction, the asset acquired
and the liabilities assumed constitute a business.
The consideration transferred on the date of the transaction is measured at
fair value as are the identifiable assets acquired and liabilities assumed.
Intangible assets are recognised separately from goodwill at the acquisition
date only when they are identifiable.
1.9 Financial instruments
Financial instruments are only recognised in the financial statements and
measured at fair value when the Group becomes party to the contractual
provisions of the instrument.
Under IFRS 9 Financial Instruments, financial assets are classified as either:
•amortised at cost;
•at fair value through the profit or loss; or
•at fair value through other comprehensive income.
Financial liabilities must be classified at fair value through profit or loss
or at amortised cost.
The Group's investments in securities and derivatives are classified as
financial assets or liabilities at fair value through profit or loss. Such
investments are initially recognised at fair value, and are subsequently
re-measured at fair value, with any movement recognised in the income
statement. The fair value of the Group's investments is determined as follows:
Shares-priced using the quoted market mid-price*
Options-priced using the quoted market bid price
Forward currency trades-priced using the forward exchange bid rates from
Bloomberg
*The majority of the funds managed by the Group are valued at the mid-price,
the exception being the REIT funds which are valued using the official closing
price, in accordance with US GAAP. Therefore, where the Group has identified
investments in those funds as subsidiaries, the fair value consolidated is the
net asset values as provided by the administrator of the funds. The underlying
investments in these funds are liquid companies with a small bid-ask spread.
The consolidated Group assesses and would recognise a loss allowance for
expected credit losses on financial assets which are measured at amortised
cost. The measurement of the loss allowance depends upon the consolidated
entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial
recognition, based on reasonable and supportable information that is
available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk
since initial recognition, a twelve-month expected credit loss allowance is
estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the
next twelve months. Where a financial asset has become credit impaired or
where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset's lifetime expected credit losses. The amount
of expected credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of the
instrument discounted at the original effective interest rate.
Under the expected credit loss model, impairment losses are recorded if there
is an expectation of credit losses, even in the absence of a default event.
This model is applicable to assets amortised at cost or at fair value through
other comprehensive income. The assets on the Group's balance sheet to which
the expected loss applies to are fees receivable. At the end of each reporting
period, the Group assesses whether the credit risk of these trade receivables
has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to
obtain.
1.10 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on-demand deposits with an
original maturity of three months or less from inception, and other short-term
highly liquid investments that are readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value.
1.11 Trade payables
Trade payables are measured at initial recognition at fair value and
subsequently measured at amortised cost.
1.12 Current and deferred taxation
The Group provides for current tax according to the tax regulations in each
jurisdiction in which it operates, using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is provided using the balance sheet liability method, providing
for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for tax
purposes. However, deferred tax is not accounted for if it arises from
goodwill or the initial recognition (other than in a business combination) of
other assets or liabilities in a transaction that affects neither the
accounting nor the taxable profit or loss.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. The tax rates used
are those that have been enacted, or substantively enacted, by the end of the
reporting period. Deferred tax is charged or credited to the income statement,
except when it relates to items charged or credited directly as part of other
comprehensive income, in which case the deferred tax is also dealt with as
part of other comprehensive income. For share-based payments, where the
estimated future tax deduction exceeds the amount of the related cumulative
remuneration expense, the excess deferred tax is recognised directly in
equity.
1.13 Share-based payments
The Company operates an Employee Incentive Plan (EIP) which is open to all
employees in the Group. Awards are made to participating employees over shares
under the EIP where they have duly waived an element of their annual
profit-share before the required waiver date, in general before the start of
the relevant financial year.
The awards are made up of two elements: Deferred Shares and Bonus Shares. The
Deferred Shares represent the waived profit-share and the Bonus Shares
represent the additional award made by the Company as a reward for
participating in the EIP. Awards will vest (i.e. no longer be forfeitable)
over a three-year period with one-third vesting each year for all employees,
other than Executive Directors of CLIG. Awards granted from October 2021
onwards for the Executive Directors of CLIG will vest (i.e. no longer be
forfeitable) over a five-year period with one-fifth vesting each year, and
from October 2024 onwards over a five-year period with one-third vesting each
year for the third, fourth and fifth anniversaries following grant.
The full cost of the Deferred Shares is recognised in the year to which the
profit-share relates. The value of the Bonus Shares is expensed on a straight
line basis over the period from the date the employees elect to participate to
the date that the awards vest. This cost is estimated during the financial
year and at the point when the actual award is made, the share-based payment
charge is re-calculated and any difference is taken to the profit or loss.
The Company operates an Employee Share Option Plan. The fair value of the
employee services received in exchange for share options is recognised as an
expense. The fair value has been calculated using the Black-Scholes pricing
model, and is being expensed on a straight line basis over the vesting period,
based on the Company's estimate of the number of shares that will actually
vest. At the end of the three-year period when the actual number of shares
vesting is known, the share-based payment charge is re-calculated and any
difference is taken to the profit or loss.
1.14 Revenue recognition
Revenue is recognised within the financial statements based on the services
that are provided in accordance with current investment management agreements
(IMAs). The fees are charged as a percentage of Funds under Management. The
performance obligations encompassed within these agreements are based on
daily/monthly asset management of funds. Payment terms are monthly/quarterly
in advance or in arrears. The Group has an enforceable right to the payment of
these fees for services provided, in accordance with the underlying IMAs.
For each contract, the Group: identifies the contract with a customer;
identifies the performance obligations in the contract; determines the
transaction price which takes into account estimates of variable consideration
and the time value of money; allocates the transaction price to the separate
performance obligations on the basis of the relative stand-alone selling price
of each distinct service to be delivered; and recognises revenue when or as
each performance obligation is satisfied in a manner that depicts the transfer
to the customer of services promised.
1.15 Commissions payable
A portion of the Group's revenue is subject to commissions payable under third
party marketing agreements. Commissions payable are recognised in the same
period as the revenue to which they relate.
1.16 Foreign currency translation
Foreign currency transactions are translated using the exchange rates
prevailing at the transaction date. Monetary assets held in a currency other
than the functional currency are translated at the end of each financial
period at the period end closing rates.
The functional currency of the Group's subsidiaries, City of London Investment
Management Company Limited, Karpus Investment Management and City of London US
Services Limited, is US dollars.
The functional currency of City of London Investment Group PLC (the Company)
is sterling. The Group uses sterling as the presentation currency and under
IAS 21 'The Effects of Changes in Foreign Exchange Rates', exchange rate
differences arising from translating a subsidiary company's functional
currency to presentation currency have to be recognised in the Group's other
comprehensive income.
Accordingly, on consolidation, exchange rate differences arising from
translating functional currency to presentation currency for Karpus Investment
Management are recognised in the Group's other comprehensive income.
However, for its other subsidiaries, the Group operates a policy whereby it
manages foreign exchange exposure of subsidiary monetary assets through its
inter-company accounts. Any gains or losses are recognised within the
Company's own income statement. Therefore, on consolidation, there are no
exchange differences arising from the translation of monetary items from the
subsidiary functional currency to its presentational currency. This means that
all such exchange differences are included in the income statement and no
split is required between other comprehensive income and the income statement.
The subsidiaries translate the non-monetary assets at the period end rate and
any exchange differences are reflected in other comprehensive income.
1.17 Leases
The total outstanding lease cost, discounted at the Group's weighted average
incremental borrowing rate to its present value, is shown as a lease liability
in the statement of financial position. The payment of the lease charge is
allocated between the lease liability and an interest charge in the income
statement.
On recognition of the lease liability, the associated asset is shown as a
right-of-use asset. This is further adjusted for any lease payments made prior
to adoption and any future restoration costs as implicit within the lease
contract. The resulting total value of the right-of-use asset is depreciated
on a straight line basis over the term of the lease period
The Group re-measures the lease liability whenever:
•there is a change in the lease term;
•there is a change in the lease payments; and
•a lease contract is modified and the lease modification is not accounted
for as a separate lease.
Where there is a change in the lease term or lease payments, the lease
liability is re-measured by discounting the revised lease payments at the
current or revised discount rate depending on the nature of the event. Where
the lease liability is re-measured, a corresponding adjustment is made to the
right-of-use assets.
Where extension/termination options exists within a lease, the Group would
assess at the lease commencement date as to whether it is reasonably certain
that it will exercise these options. The Group would reassess these option if
there was a significant event or significant change in circumstances within
its control, which would warrant the Group with reasonable certainty to
exercise these options.
Payments in relation to short-term leases, those that are less than twelve
months in duration continue to be expensed to the income statement on a
straight line basis. At the end of the year, all of the Group's leases were
recognised as right-of-use assets.
1.18 Pensions
The Group operates defined contribution pension schemes covering the majority
of its employees. The costs of the pension schemes are charged to the income
statement as they are incurred. Any amounts unpaid at the end of the period
are reflected in other creditors.
2 SEGMENTAL ANALYSIS
The Directors consider that the Group has only one reportable segment, namely
asset management, and hence only analysis by geographical location is given.
USA Canada UK Europe (ex UK) Other Total
£ £ £ £ £ £
Year to 30th June 2023
Gross fee income 55,144,954 1,179,606 - 935,016 66,533 57,326,109
Non-current assets:
Property and equipment 504,787 - 207,752 - 12,303 724,842
Right-of-use assets 1,038,062 - 906,772 - 42,059 1,986,893
Intangible assets 101,103,955 - 23,288 - - 101,127,243
Year to 30th June 2022
Gross fee income 58,502,020 1,400,160 279,802 1,082,660 28,985 61,293,627
Non-current assets:
Property and equipment 263,376 - 233,693 - 14,139 511,208
Right-of-use assets 1,245,649 - 1,085,153 - 87,943 2,418,745
Intangible assets 110,060,224 - 17,867 - - 110,078,091
The Group has classified its fee income based on the domicile of its clients
and non-current assets based on where the assets are held. Included in
revenues are fees of £5,402,756 (2022: £5,825,226) which arose from fee
income from the Group's largest client. No other single client contributed 10%
or more to the Group's revenue in either of the reporting periods.
3. OPERATING PROFIT
Year to Year to
30th June 2023 30th June 2022
The operating profit is arrived at after charging: £ £
Depreciation of property and equipment 228,235 191,149
Depreciation of right-of-use assets 460,617 496,367
Amortisation of intangible assets 4,647,915 4,059,600
Auditor's remuneration:
- Statutory audit of the parent and consolidated financial statements 110,000 89,415
- Statutory audit of subsidiaries of the Company 83,100 57,712
- Audit related assurance services 30,000 25,000
Short-term lease expense 15,032 13,196
4. FINANCE INCOME AND FINANCE EXPENSE
Year to Year to
30th June 2023 30th June 2022
£ £
Finance income:
Interest on cash and cash equivalents 580,846 32,136
Unrealised gain on investments 253,834 -
Realised gain on investments 318,973 -
Total finance income 1,153,653 32,136
Finance expense:
Unrealised loss on investments - (659,231)
Interest payable on lease liabilities (136,683) (153,190)
Total finance expense (136,683) (812,421)
Net finance income/(expense) 1,016,970 (780,285)
5. TAX CHARGE ON PROFIT ON ORDINARY ACTIVITIES
Year to Year to
30th June 2023 30th June 2022
(a) Analysis of tax charge on ordinary activities: £ £
Current tax:
UK corporation tax at 19% (2022: 19%) based on the profit for the period 3,550,909 4,533,109
Double taxation relief (892,646) (909,780)
Change in tax rate to 25% 130,388 -
Adjustments in respect of prior years 87,945 (53,810)
UK tax total 2,876,596 3,569,519
Foreign tax 2,607,671 2,720,112
Adjustments in respect of prior years (485,989) (54,854)
Foreign tax total 2,121,682 2,665,258
Total current tax charge 4,998,278 6,234,777
Deferred tax:
UK - origination and reversal of temporary differences (4,588) (119,105)
Foreign - origination and reversal of temporary differences (1,134,079) (1,034,440)
Total deferred tax credit (1,138,667) (1,153,545)
Total tax charge in income statement 3,859,611 5,081,232
(b) Factors affecting tax charge for the current period:
The tax charge on profit for the year is different to that resulting from
applying the standard rate of corporation tax in the UK - 19% (prior year -
19%). The differences are explained below:
Year to Year to
30th June 2023 30th June 2022
£ £
Profit on ordinary activities before tax 18,598,347 23,172,383
Tax on profit from ordinary activities at the standard rate (3,533,686) (4,402,753)
Effects of:
Unrelieved overseas tax (2,850,516) (3,614,710)
Foreign profits taxed at rates different to those of the UK 2,016,613 2,574,111
Expenses not deductible for tax purposes (885,267) (774,538)
Gains/(losses) not eligible for tax 9,585 (115,481)
Capital allowances less than depreciation (21,947) (14,177)
Prior period adjustments 398,044 108,664
Deferred tax originating from timing differences 1,138,667 1,153,545
Change in tax rate to 25% (130,388) -
Other (716) 4,107
Total tax charge in income statement (3,859,611) (5,081,232)
6. EARNINGS PER SHARE
The calculation of earnings per share is based on the profit for the period
attributable to the equity shareholders of the parent divided by the weighted
average number of ordinary shares in issue for the period ended 30th June
2023.
As set out in the Directors' report on page 94 of the full report the Employee
Benefit Trust held 1,989,355 (2022: 1,708,763) ordinary shares in the Company
as at 30th June 2023. The Trustees of the Trust have waived all rights to
dividends associated with these shares. In accordance with IAS 33 Earnings per
share, the ordinary shares held by the Employee Benefit Trust have been
excluded from the calculation of the weighted average number of ordinary
shares in issue.
The calculation of diluted earnings per share is based on the profit for the
period attributable to the equity shareholders of the parent divided by the
diluted weighted average number of ordinary shares in issue for the period
ended 30th June 2023.
Reported earnings per share
Year to Year to
30th June 2023 30th June 2022
£ £
Profit attributable to the equity shareholders of the parent for basic 14,738,736 18,091,151
earnings
Number of shares Number of shares
Issued ordinary shares as at 1st July 50,679,095 50,679,095
Effect of own shares held by EBT (1,842,182) (1,614,063)
Weighted average shares in issue 48,836,913 49,065,032
Effect of movements in share options and EIP awards 892,422 647,134
Diluted weighted average shares in issue 49,729,335 49,712,166
Basic earnings per share (pence) 30.2 36.9
Diluted earnings per share (pence) 29.6 36.4
Underlying earnings per share*
Underlying earnings per share is based on the underlying profit after tax*,
where profit after tax is adjusted for gain/loss on investments, amortisation
of acquired intangibles and their relating tax impact.
Underlying profit for calculating underlying earnings per share
Year to Year to
30th June 2023 30th June 2022
£ £
Profit before tax 18,598,347 23,172,383
Add back/(deduct):
- (Gain)/loss on investments (572,807) 659,231
- Amortisation on acquired intangibles 4,641,084 4,051,223
Underlying profit before tax 22,666,624 27,882,837
Tax expense as per the consolidated income statement (3,859,611) (5,081,232)
Tax effect of fair value adjustments 120,289 (125,253)
Unwinding of deferred tax liability (1,113,860) (972,294)
Underlying profit after tax for the calculation of underlying earnings per 17,813,442 21,704,058
share
Underlying earnings per share (pence) 36.5 44.2
Underlying diluted earnings per share (pence) 35.8 43.7
* This is an Alternative Performance Measure (APM). Please refer to the
Financial Review for more details on APMs.
7. INTANGIBLE ASSETS
Group Direct customer relationships Distribution channels Trade name Long term software Total 30th June 2022
Goodwill
£ £ £ £ £ £ £
Cost
At start of period 73,962,910 37,815,773 5,174,153 1,153,230 707,967 118,814,033 104,893,900
Additions - - - - 12,252 12,252 18,867
Currency translation (3,056,800) (1,562,882) (213,841) (47,661) - (4,881,184) 13,901,266
At close of period 70,906,110 36,252,891 4,960,312 1,105,569 720,219 113,945,101 118,814,033
Amortisation charge
At start of period - 6,617,761 1,293,538 134,543 690,100 8,735,942 3,931,908
Currency translation - (465,539) (90,996) (9,464) - (565,999) 744,434
Charge for the period - 3,817,323 746,152 77,609 6,831 4,647,915 4,059,600
At close of period - 9,969,545 1,948,694 202,688 696,931 12,817,858 8,735,942
Net book value:
At close of period 70,906,110 26,283,346 3,011,618 902,881 23,288 101,127,243 110,078,091
Company
Cost
At start of period 76,029 76,029 57,162
Additions 12,252 12,252 18,867
At close of period 88,281 88,281 76,029
Amortisation charge
At start of period 58,162 58,162 49,785
Charge for the period 6,831 6,831 8,377
At close of period 64,993 64,993 58,162
Net book value 23,288 23,288 17,867
Goodwill, direct customer relationships, distribution channels and trade name
acquired through business combination relate to the merger with KIM on 1st
October 2020.
The fair values of KIM's direct customer relationships and the distribution
channels have been measured using a multi-period excess earnings method. The
model uses estimates of annual attrition driving revenue from existing
customers to derive a forecast series of cash flows, which are discounted to a
present value to determine the fair values of KIM's direct customer
relationships and the distribution channels.
The fair value of KIM's trade name has been measured using a relief from
royalty method. The model uses estimates of royalty rate and percentage of
revenue attributable to trade name to derive a forecast series of cash flows,
which are discounted to a present value to determine the fair value of KIM's
trade name.
The total amortisation charged to the income statement during the financial
year in relation to direct client relationships, distribution channels and
trade name was £4,641,084 (2022: £4,051,223).
Impairment
Goodwill acquired through the business combination is in relation to the
merger with KIM and relates to the acquired workforce and future expected
growth of the cash generating unit (CGU).
The Group has carried out an annual review of the carrying value of the CGU to
which the goodwill is allocated to see if it has suffered any impairment.
Management also considered whether there were any indicators of impairment of
other intangible assets. The Group had assessed the recoverable amount of the
CGU by its value in use, as in the prior period, and found that it was less
than the carrying value owing to a higher discount rate and reduced growth
forecasts due to changes in market conditions. The Group thus reassessed the
recoverable amount by its fair value (Fair Value) less cost of disposal
(FVLCOD), which exceeds the carrying value. The Fair Value is based on the
Market Comparable Method (or "Comparable Company Analysis") that indicates the
value of KIM by comparing it to publicly traded companies in a similar line of
business. An analysis of the trading multiples of comparable companies yields
insight into investor perceptions and, therefore, the value of the subject
company i.e., the value of KIM.
FuM and EBITDA multiples were selected and applied to the historical and
forecasted metrics of KIM. The multiples were evaluated and selected based on
the relative growth potential, operating margins and risk profile of KIM
vis-a-vis the publicly traded comparable companies and also to reflect the
degree of control and lack of marketability of the interest held in KIM. As
such, FuM multiple of 4.0% and EBITDA multiples of 8.8x and 9.0x (calendar
year 2022 and 2023, respectively) were selected based on the Comparable
Company Analysis prior to concluding the Fair Value of KIM on a weighted
average basis. This Fair Value is classified within Level 3 of IFRS 13 fair
value hierarchy.
The Group's forecasts are based on its most recent and current trading
activity and on current financial budgets for twelve months that are approved
by the Board. The key assumptions underlying the budgets are based on the most
recent trading activity with built in organic growth, revenue and cost
margins. The annual growth rate used for extrapolating revenue forecasts was
1.5% and for direct costs was 3.0% based on the Group's expectation of future
growth of the business.
The goodwill impairment assessment date of 30th April 2023 was different to
the current reporting date. The performance of the CGU is reviewed for the
period between the assessment date and the reporting date to determine whether
any changes in circumstances or impairment indicators have occurred since the
assessment date. Following our review, it was determined that there were no
changes in circumstances or impairment indicators that would require the CGU
to be impaired at the reporting date.
The recoverable amount of the CGU exceeded the carrying amount of the CGU at
30th April 2023 by £4,534,000 (2022: £1,392,000).
Sensitivity analysis was applied to the selected multiples to measure the
impact on the headroom in existence under the current impairment review. The
following table shows the extent to which each of the selected multiples will
be required to be changed in isolation for the recoverable amount of this CGU
to be equal to its carrying amount. This highlights that further adverse
movements in the selected multiples would be required before an impairment
would be recognised. The below sensitivities make no allowance for mitigating
actions that management would take if such market conditions persisted.
2023
From To
December 2022 FuM Multiple 4.0% 3.3%
Average FY 24 FuM Multiple 4.0% 3.4%
Average FY 23 EBITDA Multiple 8.8x 7.3x
Average FY 24 EBITDA Multiple 9.0x 7.4x
The Directors and management have considered and assessed possible changes to
other key assumptions and have not identified any instances that could cause
the carrying amount of the CGU to exceed its recoverable amount.
The Group's forecasted FuM and EBITDA are most sensitive to the movements in
the global financial markets because they have a direct impact on the CGU's
results. The potential impact of the current uncertainties on global financial
markets cannot be reliably estimated and if these result in a sustained period
of weakness in financial markets this could result in a future impairment.
Based on the recoverable amount, using the fair value model, no impairment was
required at 30th June 2023.
8. SHARE CAPITAL AND MERGER RELIEF RESERVE
Share capital Merger relief reserve
Group and Company £ £
At start and end of period 50,679,095 ordinary shares of 1p each 506,791 101,538,413
9. DIVIDEND
30th June 2023 30th June 2022
£ £
Dividends paid:
Interim dividend of 11p per share (2022: 11p) 5,381,166 5,394,361
Special dividend of nil per share (2022: 13.5p) - 6,620,352
30th June 2022 of 22p per share (2021: 22p) 10,729,956 9,470,196
16,111,122 21,484,909
A final dividend of 22p per share (gross amount payable £11,149,401; net
amount payable £10,711,743) has been proposed, payable on 27th October 2023,
subject to shareholder approval, to shareholders who are on the register of
members on 29th September 2023.
*Difference between gross and net amounts is due to shares held at EBT that do
not receive dividend.
10. FINANCIAL INSTRUMENTS
The Group's financial assets include cash and cash equivalents, investments
and other receivables. Its financial liabilities include accruals, lease
liabilities and other payables. The fair value of the Group's financial assets
and liabilities is materially the same as the book value.
(i) Financial instruments by category
The tables below show the Group and Company's financial assets and liabilities
as classified under IFRS 9 Financial Instruments:
Group
Assets at fair value through
Financial assets
30th June 2023 at amortised cost profit or loss Total
Assets as per statement of financial position £ £ £
Other non-current financial assets - 7,887,575 7,887,575
Trade and other receivables 4,929,743 78,065 5,007,808
Cash and cash equivalents 22,489,858 _ 22,489,858
Total 27,419,601 7,965,640 35,385,241
Liabilities at
fair value
Financial liabilities through
at amortised cost profit or loss Total
Liabilities as per statement of financial position £ £ £
Trade and other payables 8,141,466 - 8,141,466
Current lease liabilities 197,331 - 197,331
Non-current lease liabilities 1,966,651 - 1,966,651
Total 10,305,448 - 10,305,448
Assets at fair
Financial assets at amortised cost value through
30th June 2022 profit or loss Total
Assets as per statement of financial position £ £ £
Other non-current financial assets - 7,434,586 7,434,586
Trade and other receivables 5,210,164 _ 5,210,164
Cash and cash equivalents 22,677,893 _ 22,677,893
Total 27,888,057 7,434,586 35,322,643
Liabilities at
fair value
Financial liabilities through
Liabilities as per statement of financial position at amortised cost profit or loss Total
£ £ £
Trade and other payables 8,350,276 945,898 9,296,174
Current lease liabilities 388,986 - 388,986
Non-current lease liabilities 2,213,854 - 2,213,854
Total 10,953,116 945,898 11,899,014
Company
Assets at fair value through
Investment in Financial assets
30th June 2023 subsidiaries at amortised cost profit or loss Total
Assets as per statement of financial position £ £ £ £
Other non-current financial assets 103,411,426 3,849,385 1,913,617 109,174,428
Trade and other receivables - 2,597,455 70,893 2,668,348
Cash and cash equivalents - 11,634,613 - 11,634,613
Total 103,411,426 18,081,453 1,984,510 123,477,389
Liabilities at
fair value
Financial liabilities through
at amortised cost profit or loss Total
Liabilities as per statement of financial position £ £ £
Trade and other payables 3,983,826 - 3,983,826
Current lease liabilities 34,586 - 34,586
Non-current lease liabilities 989,477 - 989,477
Total 5,007,889 - 5,007,889
Assets at fair value through
Investment in Financial assets
30th June 2022 subsidiaries at amortised cost profit or loss Total
Assets as per statement of financial position £ £ £ £
Other non-current financial assets 103,244,651 3,849,385 1,818,167 108,912,203
Trade and other receivables - 4,764,485 - 4,764,485
Cash and cash equivalents - 6,919,935 - 6,919,935
Total 103,244,651 15,533,805 1,818,167 120,596,623
Liabilities at
fair value
Financial liabilities through
at amortised cost profit or loss Total
Liabilities as per statement of financial position £ £ £
Trade and other payables 3,530,682 76,196 3,606,878
Current lease liabilities 121,573 - 121,573
Non-current lease liabilities 1,026,248 - 1,026,248
Total 4,678,503 76,196 4,754,699
(ii) Fair value measurements recognised in the statement of financial position
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into levels
1 to 3 based on the degree to which the fair value is observable.
• Level 1: fair value derived from quoted prices (unadjusted) in active
markets for identical assets and liabilities.
• Level 2: fair value derived from inputs other than quoted prices
included within level 1 that are observable for the assets or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: fair value derived from valuation techniques that include
inputs for the asset or liability that are not based on observable market
data.
The fair values of the financial instruments are determined as follows:
- Investments for hedging purposes are valued using the quoted bid price and
shown under level 1.
- Investments in own funds are determined with reference to the net asset value
(NAV) of the fund. Where the NAV is a quoted price the fair value is shown
under level 1, where the NAV is not a quoted price the fair value is shown
under level 2.
- Forward currency trades are valued using the forward exchange bid rates and
are shown under level 2.
- Unlisted equity securities are valued using the net assets of the underlying
companies and are shown under level 3.
The level within which the financial asset or liability is classified is
determined based on the lowest level of significant input to the fair value
measurement.
Group
Level 1 Level 2 Level 3 Total
30th June 2023 £ £ £ £
Financial assets at fair value through profit or loss
Investment in other non-current financial assets 5,973,958 1,913,617 - 7,887,575
Forward currency trades - 78,065 - 78,065
Total 5,973,958 1,991,682 - 7,965,640
Financial liabilities at fair value through profit or loss
Forward currency trades - - - -
Total - - - -
Level 1 Level 2 Level 3 Total
30th June 2022 £ £ £ £
Financial assets at fair value through profit or loss
Investment in other non-current financial assets 5,616,419 1,818,167 - 7,434,586
Total 5,616,419 1,818,167 - 7,434,586
Financial liabilities at fair value through profit or loss
Forward currency trades - 945,898 - 945,898
Total - 945,898 - 945,898
Company
Level 1 Level 2 Level 3 Total
30th June 2023 £ £ £ £
Investment in other non-current financial assets - 1,913,617 - 1,913,617
Forward currency trades - 70,893 - 70,893
- 1,984,510 - 1,984,510
Level 1 Level 2 Level 3 Total
30th June 2022 £ £ £ £
Investment in other non-current financial assets - 1,818,167 - 1,818,167
Total - 1,818,167 - 1,818,167
Level 3
Level 3 assets as at 30th June 2023 are nil (2022: nil).
Where there is an impairment in the investment in own funds, the loss is
reported in the income statement. No impairment was recognised during the
period or the preceding year.
The fair value gain on the forward currency trades is offset in the income
statement by the foreign exchange losses on other currency assets and
liabilities held during the period and at the period end. The net profit
reported for the period is £45,986 (2022: net loss £519,633).
(iii) Foreign currency risk
Almost all of the Group's revenues, and a significant part of its expenses,
are denominated in currencies other than sterling, principally US dollars.
These revenues are derived from fee income which is based upon the net asset
value of accounts managed, and have the benefit of a natural hedge by
reference to the underlying currencies in which investments are held.
Inevitably, debtor and creditor balances arise which in turn give rise to
currency exposure.
The Group assesses its hedging requirements and executes forward foreign
exchange transactions so as to substantially reduce the Group's exposure to
currency market movements. The level of forward currency hedging is such as is
judged by the Directors to be consistent with market conditions.
As at 30th June 2023, the Group had net asset balances of US$24,741,597 (2022:
US$23,917,936), offset by forward sales totalling US$24,750,000 (2022:
US$24,500,000). Other significant net asset balances were C$493,899 (2022:
C$499,036), and SGD1,913,025 (2022: SGD1,736,510).
Had the US dollar strengthened or weakened against sterling as at 30th June
2023 by 10%, with all other variables held constant, the Group's net assets
would have increased or decreased (respectively) by less than 1%, because the
US dollar position is hedged by the forward sales.
(iv) Market risk
Changes in market prices, such as foreign exchange rates and equity prices
will affect the Group's income and the value of its investments.
Where the Group holds investments in its own funds categorised as unlisted
investments, the market price risk is managed through diversification of the
portfolio. A 10% increase or decrease in the price level of the funds'
relevant benchmarks, with all other variables held constant, would result in
an increase or decrease of approximately £0.2 million (2022: £0.3 million)
in the value of the investments and profit before tax.
The Group's International REIT and Global Equity CEF funds have been
consolidated as controlled entities, and therefore the securities held by the
funds are reported in the consolidated statement of financial position under
investments. At 30th June 2023, all those securities were listed on a
recognised exchange. A 10% increase or decrease in the price level of the
securities would result in a gain or loss respectively of approximately £0.4
million (2022: £0.4 million) to the Group.
The Group is also exposed to market risk indirectly via its Funds under
Management, from which its fee income is derived. To hedge against potential
losses in fee income, the Group may look to invest in securities or
derivatives that should increase in value in the event of a fall in the
markets. The purchase and sale of these securities are subject to limits
established by the Board and are monitored on a regular basis. The investment
management and settlement functions are totally segregated.
The profit from hedging recognised in the Group income statement for the
period is £nil (2022: £nil).
(v) Credit risk
The majority of debtors relate to management fees due from funds and
segregated account holders. As such, the Group is able to assess the credit
risk of these debtors as minimal. For other debtors a credit evaluation is
undertaken on a case by case basis.
The Group has zero experience of bad or overdue debts.
The majority of cash and cash equivalents held by the Group are with leading
UK and US banks. The credit risk is managed by carrying out regular reviews of
each institution's credit rating and of their published financial position.
Given their high credit ratings, management does not expect any counterparty
to fail to meet its obligations.
(vi) Liquidity risk
The Group's liquidity risk is minimal because commissions payable forms the
major part of trade creditors, and payment is made only upon receipt of the
related fee income plus the Group's strategy is to maximise its cash position.
In addition, the Group's investments in funds that it manages can be
liquidated immediately if required.
(vii) Interest rate risk
The Group has no borrowings, and therefore has no exposure to interest rate
risk other than that which attaches to its interest earning cash balances and
forward currency contracts. The Group's strategy is to maximise the amount of
cash which is maintained in interest bearing accounts, and to ensure that
those accounts attract a competitive interest rate. At 30th June 2023, the
Group held £22,489,858 (2022: £22,677,893) in cash balances, of which
£21,660,495 (2022: £19,381,084) was held in bank accounts, short-term
deposits and short-term treasuries/money market funds, which attract variable
interest rates. The effect of a 100 basis points increase/decrease in interest
rates on the Group's net assets would not be material.
(viii) Capital risk management
The Group manages its capital to ensure that all entities within the Group are
able to operate as going concerns and exceed any minimum externally imposed
capital requirements. The capital of the Group and Company consists of equity
attributable to the equity holders of the Parent Company, comprising issued
share capital, share premium, retained earnings and other reserves as
disclosed in the statement of changes in equity.
The Group's operating subsidiary company in the UK, City of London Investment
Management Company Ltd is subject to the minimum capital requirements of the
Financial Conduct Authority (FCA) in the UK. This subsidiary held surplus
capital over its requirements throughout the period.
The Group is required to undertake an Internal Capital and Risk Assessment,
which is approved by the Board. The objective of this is to ensure that the
Group has adequate capital to enable it to manage risks which are not
adequately covered under the Pillar 1 requirements. This process includes
stress testing for the effects of major risks, such as a significant market
downturn, and includes an assessment of the Group's ability to mitigate the
risks.
11. POST BALANCE SHEET EVENTS
As from 1st July 2023 the Group took occupancy of the US office at 17 E.
Market Street, West Chester, PA 19382 USA.
12. CHANGE IN PRESENTATIONAL AND FUNCTIONAL CURRENCY
As from 1st July 2023, the Group has changed its presentational currency from
sterling to US dollars, to mirror the primary economic environment that it
operates in. This will enable both investors and other stakeholders to have
more transparency of the Group's performance and reduce foreign exchange
volatility on its income and costs. Currently almost all of the Group's
revenue and a large portion of its costs are incurred in US dollars.
Therefore, for the year ending 30th June 2024 the Group will present its
consolidated financial statements in US dollars.
The change in the Group's presentational currency to US dollars will result in
a change in the parent company's primary economic environment. Future dividend
streams from its subsidiaries will be received and retained by the parent
company in US dollars. Hence, this would mean that all the parent company's
future income will be in US dollars and a large portion of its costs would
also be in US dollars. As a result, the parent company's functional currency
will change to US dollars with effect from 1st July 2023.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors, the change in presentational currency will have to be applied
retrospectively, whereas a change in functional currency will be applied
prospectively with effect from 1st July 2023.
Certain elements of historical financial information have been restated in US
dollars and will form the basis of the comparative financial information to be
included in the Group's Annual Report and Accounts for the year ended 30th
June 2024 and all published financial information for periods from 1st July
2023.
In accordance with the provisions of IAS 21, the Effects of Changes in Foreign
Exchange Rates, due to the change in presentational currency, financial
information has been restated from sterling to US dollars as follows:
•assets and liabilities in non-US denominated currencies were translated
into US dollars at the rate of exchange at the relevant balance sheet date;
•non-US dollar income statements and cash flows were translated into US
dollars at average rates of exchange for the relevant period;
•share capital, share premium and all other equity items were translated at
the historical rates prevailing on 1st June 2007, the date of transition to
IFRS or the subsequent rates prevailing on the date of each relevant
transaction or average rates as relevant; and
•the cumulative foreign exchange translation reserve was set to zero on 1st
June 2007, the date of transition to IFRS, and this reserve has been restated
on the basis that the Group has reported in US dollars since that date.
The relevant year-end exchange rates used for the conversion to US dollars
from sterling were:
30th June 2023 30th June 2022
Average for the year 1.2028 1.3313
Year-end closing 1.2703 1.2178
RESTATED CONSOLIDATED INCOME STATEMENT
Year to Year to
30th June 2023 30th June 2022
$ $
Revenue
Gross fee income 68,725,000 81,548,485
Commissions payable (1,823,015) (2,122,985)
Custody fees payable (1,421,890) (1,986,145)
Net fee income 65,480,095 77,439,355
Administrative expenses
Employee costs 29,761,921 31,306,147
Other administrative expenses 8,382,266 7,928,529
Depreciation and amortisation 6,434,400 6,284,244
(44,578,587) (45,518,920)
Operating profit 20,901,508 31,920,435
Finance income 1,388,993 42,603
Finance expense (163,935) (1,081,223)
Profit before taxation 22,126,566 30,881,815
Income tax expense (4,629,574) (6,775,237)
Profit for the period 17,496,992 24,106,578
Profit attributable to:
Equity shareholders of the parent 17,496,992 24,106,578
Basic earnings per share (cents) 38.4c 44.9c
Diluted earnings per share (cents) 37.6c 44.3c
RESTATED CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
Group Company
30th June 2023 30th June 2022 30th June 2023 30th June 2022
$ $ $ $
Non-current assets
Property and equipment 920,766 622,550 279,536 301,810
Right-of-use assets 2,523,950 2,945,547 1,151,872 1,321,499
Intangible assets 128,461,936 134,053,099 29,583 21,758
Other financial assets 10,019,586 9,053,838 139,150,571 133,328,023
Deferred tax asset 493,510 480,825 7,231 6,170
142,419,748 147,155,859 140,618,793 134,979,260
Current assets
Trade and other receivables 8,089,959 7,913,288 3,860,021 6,309,083
Current tax receivable - - 980,518 1,378,804
Cash and cash equivalents 28,568,867 27,617,138 14,779,449 8,427,097
36,658,826 35,530,426 19,619,988 16,114,984
Current liabilities
Trade and other payables (10,733,481) (11,522,347) (5,239,348) (4,566,260)
Lease liabilities (250,670) (484,189) (43,935) (148,052)
Current tax payable (1,008,952) (655,368) - -
Creditors, amounts falling due within one year (11,993,103) (12,661,904) (5,283,283) (4,714,312)
Net current assets 24,665,723 22,868,522 14,336,705 11,400,672
Total assets less current liabilities 167,085,471 170,024,381 154,955,498 146,379,932
Non-current liabilities
Lease liabilities (2,498,237) (2,685,548) (1,256,932) (1,249,764)
Deferred tax liability (9,174,888) (10,524,480) (23,139) (25,791)
Net assets 155,412,346 156,814,353 153,675,427 145,104,377
Capital and reserves
Share capital 827,501 827,501 827,501 827,501
Share premium account 4,080,175 4,080,175 4,080,175 4,080,175
Merger relief reserve 131,187,630 131,187,630 131,187,630 131,187,630
Investment in own shares (13,162,265) (11,883,130) (13,162,265) (11,883,130)
Share option reserve 801,994 739,323 740,059 714,153
EIP share reserve 2,485,541 1,943,599 2,246,547 1,943,599
Capital redemption reserve 51,687 51,687 51,687 51,687
Retained earnings 36,318,793 37,996,595 32,436,070 29,048,698
Cumulative foreign exchange translation differences (7,178,710) (8,129,027) (4,731,977) (10,865,936)
Attributable to:
Equity shareholders of the parent 155,412,346 156,814,353 153,675,427 145,104,377
Total equity 155,412,346 156,814,353 153,675,427 145,104,377
RESTATED CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
Group Company
30th June 2023 30th June 2022 30th June 2023 30th June 2022
$ $ $ $
Cash flow from operating activities
Profit before taxation 22,126,566 30,881,815 775,661 242,081
Adjustments for:
Depreciation of property and equipment 274,521 254,477 92,542 132,008
Depreciation of right-of-use assets 554,030 660,813 214,557 237,479
Amortisation of intangible assets 5,590,512 5,404,546 8,216 11,152
Loss on disposal of property and equipment 587 5,719 171 5,719
Share-based payment charge 35,877 44,519 4,179 4,625
EIP-related charge 1,267,456 1,187,649 549,445 522,479
(Gain)/loss on investments (688,972) 877,634 (114,816) 63,853
Interest receivable (698,642) (42,783) (251,599) (11,368)
Interest payable on leased assets 164,402 203,942 91,590 115,971
Translation adjustments (296,580) (84,187) 36,873 (371,977)
Cash generated from operations before changes
in working capital 28,329,757 39,394,144 1,406,819 952,022
Decrease in trade and other receivables 153,758 610,000 3,662,448 2,756,850
(Decrease)/Increase in trade and other payables (296,268) 2,511,158 2,831,643 1,270,040
Cash generated from operations 28,187,247 42,515,302 7,900,910 4,978,912
Interest received 698,642 42,783 251,599 11,368
Interest paid on leased assets (164,402) (203,942) (91,590) (115,971)
Taxation paid (5,772,376) (9,324,524) (1,876,368) (205,681)
Net cash generated from operating activities 22,949,111 33,029,619 6,184,551 4,668,628
Cash flow from investing activities
Dividends received from subsidiaries - - 22,131,365 34,827,238
Purchase of property and equipment and intangibles (577,052) (344,610) (74,040) (119,227)
Purchase of non-current financial assets (1,356,455) (5,162,044) - (2,515,114)
Proceeds from sale of current financial assets 1,356,455 11,239 - 11,239
Net cash (used in)/generated from investing activities (577,052) (5,495,415) 22,057,325 32,204,136
Cash flow from financing activities
Ordinary dividends paid (19,392,429) (28,419,716) (19,392,429) (28,419,716)
Purchase of own shares by employee share option trust (3,078,611) (3,547,970) (3,078,611) (3,547,970)
Proceeds from sale of own shares by employee
benefit trust 88,128 426,273 88,128 426,273
Payment of lease liabilities (477,051) (542,867) (148,856) (175,609)
Net cash used in financing activities (22,859,963) (32,084,280) (22,531,768) (31,717,022)
Net (decrease)/increase in cash and cash equivalents (487,904) (4,550,076) 5,710,108 5,155,742
Cash and cash equivalents at start of period 27,617,138 35,289,270 8,427,097 4,018,160
Cash held in funds 77,483 49,852 - -
Effect of exchange rate changes 1,362,150 (3,171,908) 642,244 (746,805)
Cash and cash equivalents at end of period 28,568,867 27,617,138 14,779,449 8,427,097
APPENDIX
1. Key risks
The Board has conducted a robust assessment of the principal risks facing the
Group, including those that would threaten its business model, future
performance, solvency or liquidity. This assessment includes continuous
monitoring of both internal and external environments to identify new and
emerging risks, which in turn are analysed to determine how they can best be
mitigated and managed. The primary risk is the potential for loss of FuM as a
result of poor investment performance, client redemptions, a breach of mandate
guidelines or market volatility. The Group seeks to attract and retain clients
through consistent outperformance supplemented by first class client
servicing.
In addition to the above key business risk, the Group has outlined what it
considers to be its other principal risks, including the controls in place and
any mitigating factors.
Principal risk Controls / mitigation
Key person risk Risk that key employees across the business leave/significant reliance on a Team approach, internal procedures, knowledge sharing. Remuneration packages
small number of key employees. reviewed as needed to ensure talent/key employees
are retained. In addition, the Nomination Committee regularly reviews talent
and succession plans for both Board and key senior management positions.
Technology, IT / cybersecurity and business continuity risks Risk that technology systems and support are inadequate or fail to adapt to IT monitors developments in this area and ensures that systems are adequately
changing requirements; systems are vulnerable to third party penetration or protected. Additional IT spend has resulted in a number of ongoing systems
that the business cannot continue in a disaster. vulnerability testing that has taken place on the network, along with ongoing
monitoring of the network to reduce our vulnerabilities. The Group actively
maintains a Disaster Recovery/Business Continuity plan. All offices maintain
backups of all local servers, applications and data. The US replicates its
backup to the UK cloud provider and vice versa. Employees across its four
offices are able to work remotely, accessing information and maintaining
operations.
Material error / mandate breach Risk of a material error or investment mandate breach occurring. Mandate guidelines are coded (where possible) into the order management system
by the Investment Management/Compliance teams of each operating subsidiary.
Regulatory and legal risk Risk of legal or regulatory action resulting in fines, penalties, censure or Compliance teams of each subsidiary monitor relevant regulatory developments -
legal action arising from failure to identify or meet regulatory and both new regulations as well as changes to existing regulations that impact
legislative requirements in the jurisdictions in which the Group and its their respective subsidiary. Implementation is done as practicably as possible
operating subsidiaries operate, including those as a result of being a listed taking into account the size and nature of the business.
entity on the London Stock Exchange. Risk that new regulation or changes to
the interpretation of existing regulation affects the Group's operations and The finance team keeps abreast of any changes to Listing Rules, accounting and
cost base. other standards that may have an impact on the Group.
Finance and both the compliance teams receive regular updates from a variety
of external sources including regulators, law firms, consultancies etc.
2. Related party transactions
In the ordinary course of business, the Company and its subsidiary
undertakings carry out transactions with related parties as defined under IAS
24 Related Party Disclosures. Material transactions are set out below.
(i) Transactions with key management personnel
Key management personnel are defined as Directors (both Executive and
Non-Executive) of City of London Investment Group PLC.
(a) Details of compensation paid to the Directors as well as their
shareholdings in the Group is provided in the Remuneration report on pages 78,
86 and 87 and in note 4 of the full report.
(b) One of the Group's subsidiaries manages funds for some of its key
management personnel, for which it receives a fee. All transactions between
key management and their close family members and the Group's subsidiary are
on terms that are available to all employees of that Company. The amount
received in fees during the year was £62,371 (2022: £58,232). There were no
fees outstanding as at the year end.
(ii) Summary of transactions and balances
During the period, the Company received from its subsidiaries £10,950,859
(2022: £11,840,471) in respect of management service charges and dividends of
£18,399,871 (2022: £26,160,323).
Amounts outstanding between the Company and its subsidiaries as at 30th June
2023 are given in notes 14 and 16 of the full report.
3. Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic report, the
Directors' report, the Directors' remuneration report and the Financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial
statements for each financial year. The Directors have elected under Company
law and are required under the Listing Rules of the Financial Conduct
Authority to prepare Group financial statements in accordance with UK- adopted
International Accounting Standards. The Directors have elected under Company
law to prepare the Company financial statements in accordance with UK-adopted
International Accounting Standards.
The Group and Company financial statements are required by law and UK-adopted
International Accounting Standards to present fairly the financial position of
the Group and the Company and the financial performance of the Group; the
Companies Act 2006 provides in relation to such financial statements that
references in the relevant part of that Act to financial statements giving a
true and fair view are references to their achieving a fair presentation.
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 Group and the Company and of the profit or loss of the Group
for that period.
In preparing each of the Group and Company financial statements, the Directors
are required to:
•select suitable accounting policies and then apply them consistently;
•make judgements and accounting estimates that are reasonable and prudent;
•state whether they have been prepared in accordance with UK-adopted
International Accounting Standards; and
•prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements
and the Directors' remuneration report comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Directors' statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed on pages 52 and 53
of the full report confirm that, to the best of each person's 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 profit of the Company and the undertakings included in
the consolidation taken as a whole; and
•the Strategic Report and Directors' report contained in the Annual Report
includes a fair review of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and
uncertainties that they face.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the City of London Investment
Group's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
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