REG-Fins Growth Inc Tst: Final Results
8 December 2022
Finsbury Growth & Income Trust PLC
(the “Company”)
This announcement contains regulated information
Annual Financial Report for the year ended 30 September 2022
STRATEGIC REPORT / COMPANY SUMMARY
Finsbury Growth & Income Trust PLC is a listed investment company, its shares
are quoted on the premium segment of the Official List and traded on the main
market of the London Stock Exchange. The Company is a member of the
Association of Investment Companies (“AIC”).
OBJECTIVES AND PERFORMANCE MEASUREMENT
The Company aims to achieve capital and income growth and to provide
shareholders with a total return in excess of that of the FTSE All-Share Index
(the Company’s benchmark).
The Company’s net assets as at 30 September 2022 were £1,830.4 million
(2021: £2,064.7 million) and the market capitalisation was £1,725.9 million
(2021: £1,970.9 million).
DIVIDENDS
A first interim dividend of 8.3p per share was paid on 13 May 2022 to
shareholders registered at close of business on 1 April 2022. The associated
ex-dividend date was 31 March 2022.
A second interim dividend of 9.8p per share was paid on 4 November 2022 to
shareholders registered at close of business on 30 September 2022. The
associated ex-dividend date was 29 September 2022.
The total dividend declared for the year was therefore 18.1p per share (2021:
17.1p per share), an increase of 5.8%.
STRATEGIC REPORT / COMPANY PERFORMANCE
KEY FACTS
848.4p (5.8)% (5.6)%
Net asset value per share 2021: 917.7p (change: -7.6%) Net asset value per share total return* (,)^ 2021: +10.6% Share price total return* (,)^ 2021: +6.3%
800.0p £1.830bn 215,737,992
Share price 2021: 876.0p (change: -8.7%) Shareholders’ funds (†) 2021: £2.065bn (change: -11.4%) (excluding 9,253,311 shares held in treasury)
Number of shares in issue 2021: 224,991,303 (treasury shares 2021: Nil) (change: -4.1%)
5.7% 0.60% 1.2%
Discount of share price to net asset value per share^ 2021: 4.5% Ongoing charges^ 2021: 0.62% Gearing^ 2021: 0.3%
(53.4)p
(Loss)/return per share (†) 2021: +88.0p
84.8%
Active Share*^ 2021: 86.0%
18.1p
Total dividends per share for the year (†) 2021: 17.1p (change: +5.8%)
* Source – Morningstar
^ Alternative Performance Measure (see glossary)
(†) UK GAAP Measure
FIVE YEAR PERFORMANCE SUMMARY
30 SEP 30 SEP 30 SEP 30 SEP 30 SEP
2018 2019 2020 2021 2022
Share price 818.0p 942.0p 840.0p 876.0p 800.0p
Share price total return (* ^) +13.2% +17.4% (9.0)% +6.3% (5.6)%
Net asset value per share 812.8p 935.6p 846.2p 917.7p 848.4p
Net asset value per share total return (* ^) +13.1% +17.4% (7.7)% +10.6% (5.8)%
FTSE All-Share Index total return (** #) +5.9% +2.7% (16.6)% +27.9% (4.0)%
Total (loss)/return per share (†) 93.6p 143.8p (67.1)p 88.0p (53.4)p
Dividends per share (†) 15.3p 16.6p 16.6p 17.1p 18.1p
* Source: Morningstar
** Source: FTSE International Limited (“FTSE”) © FTSE, 2022
(#) See glossary of terms and alternative performance measures)
^ Alternative Performance Measure (“APM”) (see glossary)
(†) UK GAAP Measure
The Company was incorporated in Scotland on 15 January 1926. Lindsell Train
Limited (“Lindsell Train”) was appointed as Portfolio Manager in December
2000. The total return of the Company’s share price over the ten years to 30
September 2022 has been 165.7%, equivalent to a compound annual return of
10.3%. This compares with a total return of 79.5%* from the Company’s
benchmark, equivalent to a compound annual return of 6.0%*.
* Source: Morningstar, FTSE International Limited (“FTSE”) © FTSE2022
STRATEGIC REPORT / KEY PERFORMANCE INDICATORS
The Board reviews the performance of the portfolio in detail and hears the
views of the Portfolio Manager at each meeting.
Information on the Company’s performance is provided in the Chairman’s
Statement and the Portfolio Manager’s Review.
This performance is assessed against the following KPIs which are unchanged
from last year with the exception of Dividend Per Share.
Alternative Performance Measures (“APM”)
The Board believes that each of the APMs, which are typically used within the
investment trust sector, provides additional useful information to the
shareholders in order to assess the Company’s performance between reporting
periods and against its peer group. The measures used for the year under
review have remained consistent with the prior year. Further information on
each of the APMs can be found in the glossary.
^ Alternative Performance Measure (see glossary)
† UK GAAP Measure
* Source: Morningstar
(5.8)%
NET ASSET VALUE TOTAL RETURN(^*)
This reflects the change in the Company’s net asset value including the
impact of reinvested dividends.
During the year under review the Company’s net asset value per share total
return was -5.8% (2021: +10.6%).
(53.4)p
(LOSS)/RETURN PER SHARE(†)
The total loss per share for the year was 53.4 pence per share (2021: return
of 88.0 pence per share).
Over five years, the Company earned a total of 204.9 pence per share.
See the chart below for the five year history.
18.1p
DIVIDENDS PER SHARE(†)
The total dividend declared for the year was 18.1p per share
(2021: 17.1p per share), an increase of 5.8%.
(5.6)%
SHARE PRICE TOTAL RETURN(^*)
This reflects the change in the value of the Company’s share price including
the impact of reinvested dividends.
During the year under review the Company’s share price total return was
-5.6% (2021: +6.3%).
Over five years, the share price total return was +21.5%.
(1.6)%
RELATIVE PERFORMANCE TO BENCHMARK AND PEER GROUP
The Company’s benchmark is the FTSE All-Share Index (total return) which
delivered a return of -4.0% (2021: +27.9%) over the year. This compares with
the Company’s share price total return of -5.6% (2021: +6.3%).
Over five years the share price total return was 21.5% compared with the
Company’s benchmark which delivered a return of 11.3%.
The Board also monitors the Company’s net asset value per share return
against its AIC peer group^. As at 30 September 2022 the Company’s ranking
against its peer group of UK growth and income sector investment trusts was:
Rank out of 23
Period 2022 2021
1 yr 6 21
3 yr 17 9
5 yr 4 2
10 yr 1 3
(5.7)%
SHARE PRICE DISCOUNT/ PREMIUM TO NET ASSET VALUE PER SHARE(^)
The Board reviews the level of discount/ premium to net asset value per share
at every Board meeting and consideration is given to ways in which the share
price performance may be enhanced, including the effectiveness of marketing,
share issuance and buy-backs, where appropriate. Details of how the
Company’s share buy-back and issuance policy works can be found in the
Statutory Documentation section on the Company’s website.
No shares were issued by the Company during the year (2021: 7,240,000 new
shares were issued by the Company at a premium to the higher of the prevailing
cum or ex income net asset value per share at the time of issue). At 30
September 2022 the Company’s share price stood at a 5.7% discount to the
Company’s net asset value per share (2021: 4.5% discount).
During the year, the Company bought back 9,253,311 shares into treasury (2021:
Nil) at an average price of 826.9p and an average discount of 5.5%.
Since the year end the Company has purchased a further 1,668,897 shares to be
held in treasury.
^ Alternative Performance Measure (see glossary)
* Source: Morningstar
STRATEGIC REPORT / CHAIRMAN’S STATEMENT
“Your Board continues to fully support the Portfolio Manager’s disciplined
strategy of investing in high quality companies that own both durable and cash
generative brands. It has delivered attractive returns over the longer-term
and we believe firmly that this will continue to deliver strong investment
returns to shareholders in the future.”
SIMON HAYES
CHAIRMAN
PERFORMANCE
I am disappointed to report that the total return of the Company’s net asset
value per share for the year was -5.8% (2021: +10.6%). Its benchmark (the
FTSE All-Share Index) over the period was -4.0% (2021: +27.9%) and the share
price total return was -5.6% (2021: +6.3%).
The year under review has seen significant price volatility and shifts in
investors’ risk appetites as companies and markets were buffeted by a
relentless series of economic and geopolitical shocks, including rising
interest rates and inflation, domestic political turmoil, and the many
devastating effects of the war in Ukraine. This has led to poor absolute
returns from most major asset classes, a strengthening dollar and a sell-off
in more speculative equity sectors.
Looking to the Company’s own performance, the year saw marked differences
between the first and second halves of the year, at least on a relative basis.
In the six months to 31 March 2022, the Company underperformed its benchmark
by some 6.9% (NAV, on a total return basis) and by 7.7% in share price terms;
the difference between the two measures indicative of a widening discount over
that period of the Company’s shares relative to its NAV. Conversely, in the
second half of the year the Company’s net asset value total return exceeded
the benchmark by 4.6% and the share price by 5.6%.
The Portfolio Manager’s concentrated approach results in a very different
portfolio when compared with the constituents of the Company’s benchmark and
demonstrates a high level of active management. The extent to which a
portfolio differs from the benchmark can be quantified and expressed as a
percentage (“Active Share”).
At 30 September 2022, the Company’s Active Share versus the FTSE All-Share
Index was 84.8% (2021: 86.0%). Such an uncorrelated portfolio will inevitably
perform very differently from its benchmark (positively or negatively) over
different periods of time. We continue to believe that over time our
investment approach, selecting companies with durable business models that
generate consistently higher returns, will ultimately be reflected in the
share prices of the companies we own and hence in the performance of the
Company. This view is supported by the Company’s long-term performance
record.
The Portfolio Manager’s report describes the Company’s investment
philosophy, portfolio composition and performance in more detail.
SHARE BUY-BACKS
The Board keeps the Company’s discount under close review and is committed
to buying back its own shares at or near the 5% level, in accordance with its
policy.
While share buy-backs will not necessarily prevent the discount from widening
further, particularly in times of market volatility, the Board believes that
buy-backs enhance the net asset value per share for remaining shareholders,
provide some additional liquidity and help to mitigate discount volatility
which can damage shareholder returns.
Discounts are affected by many factors outside the Company’s control but
where it is in Shareholders’ interests (taking account of market
conditions), the Company remains committed to buying back shares at a discount
to NAV, as demonstrated over the past year.
As at 30 September 2022 the discount was 5.7% compared with a closing discount
at the last year end of 4.5%. During the year under review the Company bought
back a total of 9,253,311 shares into treasury at a cost of approximately £76
million and at an average discount of 5.5%. Over the course of the year the
Company’s discount averaged 5.2%.
As at the close of the UK market on 5 December 2022, the discount was 4.4%.
Since the year end, a further 1,668,897 shares were bought back into treasury
at a cost of £14.1 million. As at 5 December 2022, the Company had
214,069,095 shares in issue (excluding 10,922,208 shares held in treasury).
RETURN AND DIVIDEND
The Income Statement shows a total loss of 53.4p per share (2021: gain of
88.0p) consisting of a revenue return per share of 20.6p (2021: gain of 18.1p)
and a capital loss per share of 74.0p (2021: gain of 69.9p).
Your Board has declared two interim dividends for the year totalling 18.1p per
share (2021: 17.1p), an increase of 5.8%. In order to facilitate dividend
payments on a timely and cost effective basis, your Board continues to elect
to distribute the Company’s income to Shareholders by means of two interim
dividends rather than wait several months to secure shareholder approval to
pay a final dividend at the Annual General Meeting. This dividend policy will
again be proposed for approval at the forthcoming Annual General Meeting.
LOAN FACILITY
As at 30 September 2022 a total of £36.7 million was drawn down under our
£50 million facility (2021: £36.7 million).
This facility expired on 4 October 2022 and was renewed on that date for a
three year term with an increased limit of £60 million, and the option of an
additional £40 million. Further details can be found within the Report of the
Directors and note 12 to the financial statements.
OUTLOOK
Your Board continues to fully support the Portfolio Manager’s disciplined
strategy of investing in high quality companies that own both durable and cash
generative brands. It has delivered attractive returns over the longer-term
and we believe firmly that this will continue to deliver strong investment
returns to shareholders in the future.
Our belief is clearly shared with our Portfolio Manager who has continued to
buy shares in the Company during the year. Since December 2021, Nick Train and
his family have acquired over 800,000 shares and currently speak for 2.2% of
the equity of the Company (December 2021: 1.6%).
BOARD COMPOSITION
I am delighted to welcome Pars Purewal to our Board. Pars brings a wealth of
knowledge of the investment company sector and his experience will complement
that of existing colleagues. Pars will offer himself for election by
shareholders at the 2023 Annual General Meeting (“AGM”).
ANNUAL GENERAL MEETING
The AGM of the Company this year will again be held at Guildhall, City of
London EC2V 7HH (please use the Basinghall Street Entrance) on Tuesday, 17
January 2023 at 12 noon, and we hope as many Shareholders as possible will
attend. This will be an opportunity to meet the Board and to receive a
presentation from our Portfolio Manager.
The Board strongly encourages all Shareholders to exercise their votes in
respect of the meeting in advance. Details of how Shareholders who hold their
shares on retail platforms can vote is set out in the Notice of Meeting. Any
shareholder who requires a hard copy form of proxy may request one from the
Registrar, Link Group.
Simon Hayes
Chairman
7 December 2022
^ Alternative Performance Measure (see glossary)
STRATEGIC REPORT / INVESTMENT PORTFOLIO
PORTFOLIO SECTOR WEIGHTINGS 2022
Consumer Staples (“CS”) 43.4%
Financials (“F”) 22.2%
Consumer Discretionary (“CD”) 22.1%
Technology (“T”) 6.2%
Industrials (“I”) 6.1%
Source: Frostrow Capital LLP
GEOGRAPHICAL ALLOCATION(†) 2022
United Kingdom 80.8%
United States of America 8.2%
France 5.8%
Netherlands 5.2%
Source: Frostrow Capital LLP
(†) The Company’s investment policy attributes geographical location based
on where companies are listed or otherwise incorporated, domiciled or having
significant business operations.
INVESTMENTS AS AT 30 SEPTEMBER 2022
SECTOR INVESTMENTS FAIR VALUE 2021 £’000 NET INVEST-MENTS £’000 CAPITAL APPRECIATION/ (DEPRECIATION) £’000 FAIR VALUE 2022 £’000 % OF INVEST-MENTS TOTAL RETURN/ (LOSS) £’000 CONTRI-BUTION PER SHARE (PENCE)
CS Diageo 245,949 (30,535) 14,058 229,472 12.4 18,880 8.5
CD RELX 230,416 (15,337) 6,694 221,773 12.0 12,059 5.4
F London Stock Exchange 179,571 12,472 5,332 197,375 10.7 7,954 3.6
CS Unilever 170,333 2,590 (1,363) 171,560 9.3 4,847 2.2
CS Mondelez (#) 167,697 (41,242) 25,926 152,381 8.2 29,530 13.3
CD Burberry 145,735 2,051 (737) 147,049 7.9 3,071 1.4
T Sage 116,978 (261) (2,059) 114,658 6.2 895 0.4
I Experian 69,004 61,579 (18,318) 112,265 6.1 (16,801) (7.5)
F Schroders 167,290 501 (58,970) 108,821 5.9 (53,085) (23.9)
CS Remy Cointreau^ 101,286 1,948 4,150 107,384 5.8 5,570 2.5
Top 10 Investments 1,562,738 84.5
CS Heineken (†) 97,280 3,547 (4,311) 96,516 5.2 (2,584) (1.2)
F Hargreaves Lansdown 109,724 1,242 (43,687) 67,279 3.6 (40,606) (18.3)
CD Manchester United (#) 32,683 217 (5,657) 27,243 1.5 (5,341) (2.4)
CS Fevertree 43,410 28,232 (44,929) 26,713 1.4 (43,276) (19.5)
F Rathbone Brothers 28,281 – (5,292) 22,989 1.2 (4,140) (1.9)
CS A.G. Barr 23,162 (709) (2,308) 20,145 1.1 (1,776) (0.8)
F The Lindsell Train Investment Trust plc 14,350 – (4,630) 9,720 0.5 (4,100) (1.8)
CD Young & Co’s Brewery (non-voting) 9,072 (65) (2,816) 6,191 0.3 (2,621) (1.2)
F Frostrow Capital LLP (v*) 5,200 (775) 300 4,725 0.3 994 0.5
CD Celtic** 3,488 – 266 3,754 0.2 274 0.1
CD Fuller Smith & Turner 4,970 (885) (1,520) 2,565 0.1 (1,454) (0.6)
CD Cazoo (#) – 13,257 (11,757) 1,500 0.1 (11,758) (5.3)
CD Daily Mail & General Trust (non-voting) 66,223 (64,782) (1,441) – – (347) (0.2)
CD Euromoney Institutional Investor 20,462 (19,009) (1,453) – – (1,246) (0.6)
CD Pearson 10,442 (9,969) (473) – – (473) (0.2)
CS PZ Cussons 8,260 (7,372) (888) – – (761) (0.3)
Total Investments 2,071,266 (63,305) (155,883) 1,852,078 100.0
Total Contributions (106,295) (47.8)
to the net
loss for the year
Expenses, Currency Translations and (12,445) (5.6)
Finance Charges~
Loss on Ordinary Activities after (118,740) (53.4)
Taxation
(#) Listed in the United States
^ Listed in France
(†) Listed in Netherlands
* Includes Frostrow Capital LLP AIFM Capital Contribution, fair value
£125,000 (2021: £900,000). During the year £775,000 of this capital was
repaid
(v) Unquoted
** Includes Celtic 6% cumulative convertible preference shares, fair value
£242,000 (2021: £236,000)
~ Net of £14,000 bank interest
STRATEGIC REPORT / PORTFOLIO MANAGER’S REVIEW
“For the benefit of my ego and, I hope, to cheer up readers of this report,
can I nonetheless note that my investment performance improved in the second
half of your Company’s financial year and outperformed – admittedly only
by dint of falling less than the weak UK stock market. I sincerely hope this
recent trend continues.”
NICK TRAIN
LINDSELL TRAIN LIMITED
PORTFOLIO MANAGER
It is disappointing to me to have to report on a second consecutive year of my
underperformance of your Company’s benchmark. It has been particularly
frustrating, given that the business performance of most of the companies in
the portfolio has met or exceeded my expectations. Sometimes this happens.
Other investors’ attention is turned to different areas of the stock market,
or they disagree with my enthusiasm about the prospects for certain companies
– leaving our investments for you becalmed, or worse.
Nowhere was this more apparent than in the shares of domestic UK wealth
management companies: your holdings in Hargreaves Lansdown and Schroders have
suffered a miserable year in terms of their share prices (along with others in
this sector), even though their businesses have grown, as measured by
increases in customer numbers or assets under management. I can only hope
investor sentiment will improve towards the UK wealth management industry and,
indeed, for the whole UK stock market.
For the benefit of my ego and, I hope, to cheer up readers of this report, can
I nonetheless note that my investment performance improved in the second half
of your Company’s financial year and outperformed – admittedly only by
dint of falling less than the weak UK stock market. I sincerely hope this
recent trend continues.
While there are some stock specific factors that help explain this improvement
in relative investment performance, I believe it is more helpful to analyse it
as resulting from a shift in investor preference – a shift back to favouring
the sort of industries and companies that have always formed the backbone of
your Company’s investment portfolio.
First, as 2022 has progressed, confidence in the sustainability of high
valuations for young technology companies has waned – most obviously
reflected in the just under 30% calendar year to date fall in the NASDAQ
Index, but also in the falls of technology shares in many other jurisdictions.
Now, your portfolio does own some technology companies, or businesses that
utilise technology to enhance their services, – for instance, Experian,
Hargreaves Lansdown, London Stock Exchange, RELX and Sage. But these are very
different businesses, coming from very different (lower) valuations than the
latest generation of NASDAQ tech darlings, and our holdings have not,
therefore, suffered from their share prices being hit so hard in recent
months.
I would venture more and hope that these tech-advantaged UK companies have a
chance to continue to do well as businesses (as they all have) and to do
better as share prices. As a foretaste of that possibility, note, at the end
of the Company’s year-end, London Stock Exchange shares were up 10% in
calendar 2022. Meanwhile RELX shares, although down, are on track to
outperform the FTSE All-Share Index for the 12th consecutive year (testament
to the unheralded, but consistent way that RELX has succeeded in exceeding
investors’ expectations for its business, year-in year-out).
Meanwhile, the alarming macro-economic disturbance afflicting many nations has
also weakened investors’ confidence in the earnings power of cyclical
businesses. As a result, we observe investors turning for their equity
exposure to the shares of durable, conservatively-financed and steadily
compounding companies – on the expectation their business operations are
likely to be less adversely affected than the average. We own a lot of this
type of company – deliberately so.
A review of our best performing portfolio constituents in the second half of
your Company’s financial year endorses this analysis, with notable relative
contributions from Diageo, Heineken, Mondelez and Sage, for instance. All of
these are companies with, well-merited, reputations for predictable cash flows
generated from brands or business franchises that their customers are likely
to continue patronising in all but the most adverse economic circumstances.
In passing, it is noteworthy that there were also helpful share price gains in
two big portfolio holdings where changes in senior management were announced
during the last six months – namely Burberry and Unilever. No doubt those
management changes have alerted investors to the possibility of change in
business strategy (or even, perhaps, in ownership) and their share prices have
risen accordingly. Certainly, we analyse the strategic value of Burberry and
Unilever to be meaningfully higher than the value currently accorded either in
the stock market.
It is a relief to be able to report better recent relative performance, albeit
in tough market conditions. But here I must reassert the fundamental
investment proposition we use to build your portfolio. This is that the shares
of the “durable, conservatively-financed and steadily compounding
companies” noted above, do not ONLY do well in relative terms during periods
of difficult economic conditions – as they have recently. In fact, they
should ALSO outperform (and make their investors attractive capital returns)
over entire stock market and/or economic cycles. For instance, there are times
when Diageo’s (credible) ambition to grow its annual sales at steady 6-7%
per annum, with profits and earnings per share likely to be ahead of that,
looks uninteresting – because investors believe they can get faster growth
elsewhere. But over time, the remorseless reliability of Diageo’s growth
should allow it to surpass that of others that may have shot ahead in the
short term.
In summary – while it is easy to categorise our investment approach for the
Company as purely “defensive”, we do not see it as such. Instead, it is my
hope that by holding concentrated positions in such exceptional and
predictable companies as those mentioned above and others – AG Barr,
Experian, Fever-Tree, Rathbones, Remy Cointreau and, yes, Hargreaves Lansdown
and Schroders – we can not only protect our shareholders’ savings in
difficult times, but also generate competitive absolute returns over longer
periods.
I have forborne from discussing macro-economic conditions in this report,
though it is evident investors are currently thinking about little else. My
reluctance to opine, is primarily because I know that we, and I don’t
believe anyone else, can really know what is in store. I do know two things,
though. First, your portfolio is largely invested in substantive companies
which have survived and thrived through similarly challenging episodes in the
past. Second, all investors, indeed most people on the planet, must earnestly
hope this wretched war in Ukraine ends soon. I ask you to conceive the boost
to consumer confidence and government finances that would result from peace
breaking out and the likely reaction of stock markets around the world. That
is not a prediction for Company’s new financial year, but it is a sincere
hope.
Nick Train
Director,
Lindsell Train Limited
Portfolio Manager
7 December 2022
STRATEGIC REPORT / BUSINESS REVIEW
The Strategic Report provides a review of the Company’s policies and
business model, together with an analysis of its performance during the
financial year and its future developments.
The Strategic Report has been prepared for Shareholders to assess how the
Directors have performed their duty to promote the success of the Company. It
also considers the principal risks and uncertainties facing the Company.
Information on how the Directors have discharged their duty under Section 172
of the Companies Act 2006 can be found within the Strategic Report.
The Strategic Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on the information
available to them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such forward-looking
information.
As an externally managed investment company we have no executive directors,
employees or internal operations. The Company delegates its day-to-day
management to third parties. The principal service providers to the Company
are Frostrow Capital LLP ("Frostrow") which acts as AIFM, company secretary
and administrator; and Lindsell Train Limited ("Lindsell Train") which acts as
Portfolio Manager. The Bank of New York Mellon (International) Limited is the
Company’s Depositary.
The Board is responsible for all aspects of the Company’s affairs, including
the setting of parameters for and the monitoring of the investment strategy as
well as the review of investment performance and policy. It also has
responsibility for all strategic issues, the dividend policy, the share
issuance and buy-back policy, gearing, share price and discount/ premium
monitoring and corporate governance matters.
STRATEGY FOR THE YEAR ENDED 30 SEPTEMBER 2022
Throughout the year under review, the Company continued to operate as an
approved investment company, following its investment objective to achieve
capital and income growth and to provide shareholders with a total return in
excess of that of the FTSE All-Share Index. The Company’s performance is
discussed in the Chairman’s Statement and the Portfolio Manager’s Review
which explains investment performance.
During the year, the Board, AIFM and the Portfolio Manager undertook all ESG,
strategic and administrative activities.
The Board is aware of the continued emphasis on ESG matters in recent years.
The Portfolio Manager engages with all the companies in the portfolio to
understand their ESG approach and has developed its own methodology to assess
the carbon impact of the portfolio. Lindsell Train became a signatory of Net
Zero Asset Managers (“NZAM”) in December 2021. This reflects Lindsell
Train’s enhanced efforts as a firm to support the goal of net zero
greenhouse gas emissions by 2050. Further details of the Portfolio Manager’s
approach to ESG matters can be found in the Annual Report.
PORTFOLIO STRUCTURE
80.8% INVESTED IN UK 19.2% INVESTED GLOBALLY 93.2% FTSE 100 COMPANIES (AND COMPARABLE OVERSEAS COMPANIES)
DOMICILED COMPANIES
84.5% 1.2% (^) GEARING 84.8% (^) ACTIVE SHARE
TOP TEN HOLDINGS
^ Please see Glossary of Terms and Alternative Performance Measures.
INVESTMENT POLICY
The Company’s investment policy is to invest principally in the securities
of companies either listed in the UK or otherwise incorporated, domiciled or
having significant business operations within the UK. Up to a maximum of 20%
of the Company’s portfolio, at the time of acquisition, can be invested in
companies not meeting these criteria.
The portfolio will normally comprise up to 30 investments. This level of
concentration is likely to lead to an investment return which is materially
different from the Company’s benchmark index and may be considered to carry
above average risk.
Unless driven by market movements, securities in FTSE 100 companies and
comparable companies listed on an overseas stock exchange will normally
represent between 50% and 100% of the portfolio; securities in FTSE 350
companies and comparable companies listed on overseas stock exchanges will
normally represent at least 70% of the portfolio.
The Company will not invest more than 15% of the Company’s net assets, at
the time of acquisition, in the securities of any single issuer. For the
purposes of this limit only, net assets shall exclude the value of the
Company’s investment in Frostrow Capital LLP.
The Company does not and will not invest more than 15%, in aggregate, of the
value of the gross assets of the Company in other listed closed ended
investment companies. Further, the Company does not and will not invest more
than 10%, in aggregate, of the value of its gross assets in other listed
closed ended investment companies except where the investment companies
themselves have stated investment policies to invest no more than 15% of their
gross assets in other listed closed ended investment companies.
The Company has the ability to invest up to 25% of its gross assets in
preference shares, bonds and other debt instruments, although no more than 10%
of any one issue may be held.
In addition, a maximum of 10% of the Company’s gross assets can be held in
cash, where the Portfolio Manager believes market or economic conditions make
equity investment unattractive or while seeking appropriate investment
opportunities or to maintain liquidity.
The Company’s gearing policy is that gearing will not exceed 25% of the
Company’s net assets.
No investment will be made in any company or fund managed by the Portfolio
Manager without the prior approval of the Board.
In accordance with the Listing Rules of the Financial Conduct Authority
(“FCA”), the Company can only make a material change to its investment
policies with the approval of its shareholders.
DIVIDEND POLICY
The Company’s aim is to increase or at least maintain the total dividend
each year. A first interim dividend is typically paid in May and a second
interim in November in lieu of a final dividend.
The level of dividend growth is dependent upon the growth and performance of
the companies within the investment portfolio. The decision as to the level of
dividend paid takes into account the income forecasts maintained by the
Company’s AIFM and Portfolio Manager as well as the level of revenue
reserves. These forecasts consider dividends earned from the portfolio
together with predicted future earnings and are regularly reviewed by the
Board.
All dividends have been distributed from current year income and revenue
reserves.
PERFORMANCE
Whilst the Board is disappointed that the Company has underperformed in the
short term, the Portfolio Manager’s report explains why he believes that the
Company’s portfolio remains appropriate. The Board fully supports the
Portfolio Manager’s view.
Whilst performance is measured against the FTSE All-Share Index, the
Company’s portfolio is constructed and managed without reference to a stock
market index with the Portfolio Manager selecting investments based on his
assessment of their long-term value.
NAV PER SHARE RECONCILIATION
The chart below shows the contribution (in pence per share) attributable to
the various components of investment performance and costs, which together
demonstrate the fall from the starting NAV for the year of 917.7 pence to the
year-end NAV of 848.4 pence, after the payment of dividends to Shareholders.
PROSPECTS
The Board continues to fully support the Portfolio Manager’s strategy of
investing in high quality companies that own both durable and cash generative
brands. The Board firmly believes that this strategy will continue to deliver
strong investment returns over the long term.
This is supported by the Company’s performance over the last ten years with
a net asset value per share total return^ of 181.7% compared to a total return
from the Company’s benchmark index of 79.5%.
(^) Alternative Performance Measure (see glossary)
STRATEGIC REPORT / PRINCIPAL RISKS, EMERGING RISKS AND RISK MANAGEMENT
The Board considers that the risks detailed within this report are the
principal risks currently facing the Company that could affect the ability of
the Company to deliver its strategy.
The Board is responsible for the ongoing identification, evaluation and
management of the principal risks faced by the Company and has established a
process for the regular review of these risks and their mitigation. This
process accords with the UK Corporate Governance Code and the FRC's Guidance
on Risk Management, Internal Control and Related Financial and Business
Reporting.
The Board has carried out a robust assessment of the emerging and principal
risks facing the Company, including those that would threaten its business
model, future performance, solvency and liquidity. Further details of the risk
management processes that are in place can be found in the Corporate
Governance Statement in the Annual Report.
The Audit Committee also considered the controls in place to mitigate the
inherent risks and whether additional controls or actions were required to
bring the residual risk down to an acceptable level. The Committee were
satisfied with the controls that are in place.
During the year, the Audit Committee conducted an exercise to identify and
assess any new or emerging risks affecting the Company and to take any
necessary actions to mitigate their impact. Further information can be found
in the report of the Audit Committee in the Annual Report.
THE COMPANY'S APPROACH TO RISK MANAGEMENT
Movement during the year: No change, Decreased, Increased, New risk
included during the year
Movement Principal Risks and Uncertainties Key Mitigations
No change Corporate Strategy The Company’s share price total return may differ materially from the NAV per share total return. The Board operates a share buy-back policy which is intended to offer some protection against the share price widening beyond a 5% discount to NAV per share. There is
also a share issuance programme which acts as a premium control mechanism. Further details of the Company’s share buy-back policy and premium control mechanism can be
found on the Company’s website.
No change The Company's investment mandate no longer appeals to investors leading to long-term selling pressure which threatens the stability of the Company. At each meeting the Board reviews movements in the Company’s shareholder register. There are regular interactions and engagement with Shareholders (including at the AGM).
Regular feedback from shareholders is received from the Company’s broker. In addition, the Chairman and the Senior Independent Director meet with key shareholders to
ascertain views. The Company publishes its Active Share score in its monthly fact sheet for investors and in both the annual and half-yearly reports to highlight how
different the portfolio is from the Company’s benchmark index.
No change Investment Strategy and Activity The investment strategy adopted by the Portfolio Manager including the high degree of stock and sector concentration of the investment portfolio, may lead to an investment return that is materially lower than the Company’s benchmark index, thereby failing to achieve the Company’s investment objective. The departure of a key individual at the Portfolio Manager may affect the Company’s performance. The Board discusses with the Portfolio Manager the structure of the portfolio, including asset allocation and portfolio concentration. The Board reviews the performance
of the portfolio against the benchmark and the Company’s peer group at every meeting. The Company publishes various measures and statistics in the monthly fact sheet and
in both the annual and half-yearly reports, to highlight to investors the effects of the investment approach and to show how different the portfolio is from the Company’s
benchmark index. These measures include number of holdings, Active Share and portfolio turnover. The Board keeps the portfolio management arrangements under continual
review. In turn, the Portfolio Manager reports on developments at Lindsell Train, including succession and business continuity plans. The Board meets regularly with other
members of the wider team employed by the Portfolio Manager.
Increased A global event such as the war in Ukraine or macro-economic disturbance such as rising interest rates and global inflation, ongoing supply chain issues and/or labour shortages may adversely impact the operational activities of the portfolio companies so that they are no longer appropriate to achieve the Company’s investment objective. The Board reviews the performance of the portfolio against the benchmark and the Company’s peer group at every meeting. The Board holds monthly portfolio update meetings
with the Portfolio Manager. The Portfolio Manager regularly engages with the portfolio companies to discuss any matters of concern that may effect operational activities.
No change The investment approach is not aligned with shareholder expectations in relation to Environmental, Social and Governance ("ESG") matters. The Board conducts an annual review of the Portfolio Manager's ESG policy to ensure that it is consistent with that expected by the Board. In addition the Board reviews
the ESG activities of Lindsell Train to ensure progress is being made by portfolio companies. The Board also conducts an annual review of other service providers'
policies in relation to internal controls and governance matters notably modern slavery, GDPR, cyber security and whistleblowing policies. The Portfolio Manager has
developed a propriety system to assess the inherent and emerging ESG risks for the investment portfolio which the Portfolio Manager uses when engaging with the portfolio
companies. This informs the decision to invest, retain or divest any portfolio investment.
No change The adverse impact of climate change on the portfolio companies’ operational performance. The Board receives quarterly ESG updates, which include an update on any climate change related engagement, from the Portfolio Manager together with monthly portfolio
updates. The Board challenges the Portfolio Manager on ESG matters to ensure that the portfolio companies are acting in accordance with the Board’s ESG approach. The
Portfolio Manager is a signatory to the UK Stewardship Code and actively engages with portfolio companies on ESG matters including climate change. Lindsell Train
developed its own methodology to assess the carbon impact of the portfolio. Lindsell Train became a signatory of NZAM in December 2021. This reflects Lindsell Train’s
enhanced efforts as a firm to support the goal of net zero greenhouse gas emissions by 2050. Details of the Company’s and Portfolio Manager’s ESG policies together with
the weighted average carbon intensity of the portfolio companies are set out in the Annual Report.
No change Shareholder Relations and Governance Errors or irregularities in published information could lead to censure and/or result in reputational damage to the Company. The Board reviews all information supplied to shareholders and the AIFM’s marketing activity at each meeting and periodically reviews the Company’s website. The AIFM's
daily controls ensure accurate publication of information.
No change Operational Adverse reputational impact of one or more of the Company's key service providers which, by association, causes the Company reputational damage. The Board receives regular updates from the AIFM of press references to the Company and its major service providers, the Board receives regular news on sector
developments from the Company’s broker and from the AIC. The Board has the ability to replace any service provider which may be the source of reputational concerns.
No change Financial Fraud (including unauthorised payments and cyber fraud) occurs leading to a loss. The AIFM and Portfolio Manager have in place robust compliance monitoring programmes. The Board receives monthly compliance reviews and a quarterly expenses analysis. An
annual statement is obtained by the Audit Committee from all service providers giving representations that there have been no instances of fraud or bribery.
No change The Company is exposed to market price risk. The Directors acknowledge that market risk is inherent in the investment process. The Portfolio Manager maintains a diversified portfolio which is concentrated in a few
key sectors. The Board has imposed guidelines within its investment policy to limit exposure to individual holdings and limits the level of gearing. The AIFM reports to
the Board with respect to compliance with investment guidelines on a monthly basis. The Portfolio Manager provides the Board with regular updates on market movements. No
investment is made in derivative instruments and no currency hedging is undertaken. Further information on financial instruments and risk can be found in note 17 to the
Financial Statements.
No change Accounting, Legal and Regulatory The regulatory environment in which the Company operates changes materially, affecting the Company’s modus operandi. The Board monitors regulatory change with the assistance of the Company’s AIFM, Portfolio Manager and external professional advisers to ensure that the Board is aware of
any likely changes in the regulatory environment and will be able to adapt as required. The Directors attend AIC Roundtables and conferences to keep up to date on
regulatory changes and receive industry updates from the AIFM.
No change The Company and/or the Directors fail(s) to comply with legal requirements in relation to FCA dealing rules/handbook procedures, the AIFMD, the Listing Rules, the Companies Act 2006, relevant accounting standards, the Bribery Act 2010, the Criminal Finances Act 2017, the Association of Investment Companies (“AIC”) Statement of Recommended Practice (“SORP”), GDPR, tax regulations or any other applicable regulations. The Board monitors regulatory change with the assistance of its AIFM, Portfolio Manager and external professional advisers to ensure compliance with applicable laws and
regulations including the Companies Act 2006, the AIFM Rules, the Corporation Tax Act 2010 (‘Section 1158’), the Market Abuse Regulation (“MAR”), the Disclosure Guidance
and Transparency Rules (“DTRs”) and the UKLA Listing Rules. The Board reviews compliance reports and internal control reports provided by its service providers, as well
as the Company’s Financial Statements and revenue forecasts. The Depositary reports twice yearly to the Audit Committee, confirming that the Company, acting through the
AIFM, has been managed in accordance with the AIFMD, the FUND sourcebook, the Articles (in relation to the calculation of the NAV per share) and with investment
restrictions and leverage limits. The Depositary Report can be found in the Shareholder information section of the Company’s website. The Directors attend AIC Roundtables
and conferences to keep up to date on regulatory changes and receive industry updates from the AIFM. The AIFM presents a quarterly report on changes in the regulatory
environment, including AIC updates, and how changes have been addressed.
No change Poor adherence to corporate governance best practice or errors or irregularities in published information could lead to censure and/or result in reputational damage to the Company. The Board reviews all information supplied to shareholders and the AIFM’s marketing activity at each meeting. Details of the Company’s compliance with corporate
governance best practice, including information on relationships with shareholders, are set out in the Corporate Governance Report in the Annual Report.
EMERGING RISKS
The Company has carried out a detailed assessment of the Company’s emerging
and principal risks. The International Risk Governance Council definition of
an ‘emerging’ risk is one that is new or is a familiar risk in a new or
unfamiliar context or under new context conditions (re-emerging). Failure to
identify emerging risks may cause reactive actions rather than being proactive
and, in worst case, could cause the Company to become unviable or otherwise
fail or force the Company to change its structure, objective or strategy.
The Audit Committee reviews a risk map at its half-yearly meetings and holds a
separate session to review the register, mitigations and scoring of each risk.
Emerging risks are discussed in detail as part of this process, and also
throughout the year, to ensure that emerging as well as known risks are
identified and, so far as practicable, mitigated. Any emerging risks and
mitigations are added to the risk register.
The experience and knowledge of the Directors is useful in these discussions,
as are update papers and advice received from the Board’s key service
providers such as the Portfolio Manager, the AIFM and the Company’s broker.
In addition, the Company is a member of the AIC, which provides regular
technical updates as well as drawing members’ attention to forthcoming
industry and/or regulatory issues and advising on compliance obligations.
During the year, the Board identified as an emerging risk, the deteriorating
economic environment which impacts portfolio investments; and potentially, the
Company's service providers.
FUTURE DEVELOPMENTS
The Board’s primary focus is on the Portfolio Manager’s investment
approach and performance. The subject is thoroughly discussed at every Board
meeting.
In addition, the AIFM updates the Board on Company communications, promotions
and investor feedback, as well as wider investment company issues.
An outline of performance, investment activity and strategy, and market
background during the year, as well as the outlook, is provided in the
Chairman’s Statement and the Portfolio Manager’s Review.
It is expected that the Company’s strategy will remain unchanged in the
coming year.
LONG-TERM VIABILITY STATEMENT
In accordance with the UK Corporate Governance Code, the Directors have
carefully assessed the Company’s position and prospects as well as the
principal risks and have formed a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall due
over the next five financial years. The Board has chosen a five year horizon
in view of the long-term nature adopted by the Portfolio Manager when making
investment decisions.
To make this assessment and in reaching this conclusion, the Audit Committee
has considered the Company’s financial position and its ability to liquidate
its portfolio and meet its liabilities as they fall due:
* The portfolio is principally comprised of investments traded on major
international stock exchanges. Based on current trading volumes, 97.6% of the
current portfolio could be liquidated within 30 trading days, with 61.6% in
seven days, and there is no expectation that the nature of the investments
held within the portfolio will be materially different in future;
* The expenses of the Company are predictable and modest in comparison with
the assets and there are no capital commitments foreseen which would alter
that position; and
* The Company has no employees, only its non-executive Directors. Consequently
it does not have redundancy or other employment-related liabilities or
responsibilities.
The Audit Committee has considered the potential impact of its principal risks
and various severe but plausible downside scenarios as well as stress testing
and reverse stress testing. It has also made the following assumptions in
considering the Company’s longer-term viability:
* There will continue to be demand for investment companies;
* The Board and the Portfolio Manager will continue to adopt a long-term view
when making investments, and anticipated holding periods will be at least five
years;
* The Company invests principally in the securities of UK listed companies to
which investors will continue to wish to have exposure;
* The Company will maintain its bank loan facility;
* Regulation will not increase to a level that makes running the Company
uneconomical; and
* The performance of the Company will continue to be satisfactory.
The continuing uncertainty in the global economy, the ongoing war in Ukraine
and COVID-19 related lockdowns, have created significant supply chain
disruption exacerbating inflationary pressures worldwide. These were factored
into the key assumptions made by assessing their impact on the Company’s key
risks and whether the key risks had increased in their potential to affect the
normal, favourable and stressed market conditions. As part of this review the
Board considered the impact of a significant and prolonged decline in the
Company's performance and prospects.
The Directors confirm therefore, that they have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities in
full over the coming five years.
ENGAGING WITH THE COMPANY'S STAKEHOLDERS
The following ‘Section 172’ disclosure, required by the Companies Act 2006
and the AIC Code, describes how the Directors have had regard to the views of
the Company’s stakeholders in their decision-making.
Who? Why? How?
STAKEHOLDER GROUP THE BENEFITS OF ENGAGEMENT WITH THE COMPANY’S STAKEHOLDERS HOW THE BOARD, THE AIFM AND THE PORTFOLIO MANAGER HAVE ENGAGED WITH THE COMPANY’S STAKEHOLDERS
Investors Clear communication of the Company’s strategy and the performance against the Company's objective can help the share price trade closer to its NAV per share which benefits shareholders. New shares may be issued to meet demand without net asset value per share dilution to existing shareholders. Increasing the size of the Company can benefit liquidity as well as spread costs. Under the share buy-back policy, the Company will normally buy in shares being offered on the stock market whenever the discount approaches a level of 5% and then either hold those shares in “treasury” or cancel them. Any shares held in treasury can later be sold back to the market if conditions permit. The AIFM and the Portfolio Manager, on behalf of the Board, complete a programme of investor relations throughout the year. An analysis of the Company’s shareholder
register is provided to the Directors at each Board meeting along with marketing reports from Frostrow. The Board reviews and considers the marketing plans on a regular
basis. Reports from the Company’s broker are submitted to the Board on investor sentiment and industry issues. Key mechanisms of engagement include: At each meeting the
Board reviews movements in the Company’s shareholder register. There are regular interactions and engagement with shareholders (including at the AGM). Regular feedback
from shareholders is received from the Company’s broker.
Portfolio Manager Engagement with the Company's Portfolio Manager is necessary to evaluate their performance against the Company's stated strategy and to understand any risks or opportunities this may present. The Board ensures that the Portfolio Manager's ESG approach meets standards set by the Board. The Board meets with the Portfolio Manager throughout the year, with quarterly presentations and also monthly performance and compliance reporting. This provides the
opportunity for both the Board and Portfolio Manager to explore and understand how the portfolio has performed and what may be expected in the future. The Board receives
regular updates from the Portfolio Manager concerning engagement on ESG matters with the companies within the portfolio.
Service Providers The Company contracts with third parties for other services including: depositary, investment accounting & administration as well as company secretarial and registrars. The Company ensures that the third parties to whom the services have been outsourced complete their roles in line with their service level agreements and are able to continue to provide these services, thereby supporting the Company in its success and ensuring compliance with its obligations. The Board and Frostrow engage regularly with other service providers both in one-to-one meetings and via regular written reporting. This regular interaction provides an
environment where topics, issues and business development needs can be dealt with efficiently and collegiately.
Portfolio Companies Gaining a deeper understanding of the portfolio companies and their strategies as well as incorporating consideration of ESG factors into the investment process assists in understanding and mitigating risks of an investment as well as identifying future potential opportunities. During the year the Board discussed its approach to ESG matters with the Lindsell Train team providing more detail of their specific approach to responsible ownership.
The Board considers its approach to ESG as well as that of the companies in which the Company invests, and has developed its own policy. The Board encourages the
Company’s Portfolio Manager to engage with companies and in doing so expects ESG issues to be a key consideration. The Board receives an update on Lindsell Train's
engagement activities within a dedicated quarterly ESG report. A member of Lindsell Train’s investment team attends each Board meeting to provide an update on ESG issues
and engagement activities since the last Board meeting.
The Company's Lender Investment companies have the ability to borrow with a view to enhancing long-term returns to shareholders. Engagement with the Company’s lender ensures that it fully understands the nature of the Company’s business, the strategy adopted by the Portfolio Manager and the extent to which the Company complies with its loan covenants. Regular reporting to the lender with respect to adherence with loan covenants and ad hoc meetings with the AIFM.
What? Outcomes and actions
WHAT WERE THE KEY TOPICS OF ENGAGEMENT? WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL DECISIONS?
Investors Impact of market volatility on the performance of the Company. Ongoing dialogue with Shareholders concerning the strategy of the Company, performance and the portfolio. Share price performance and the widening of investment company sector discounts. Shareholders are provided with performance updates via the Company’s website as well as the annual and half-year financial reports and monthly factsheets. The Portfolio Manager, Frostrow and the broker meet regularly with shareholders and potential
investors to discuss the Company’s strategy, performance and portfolio. Information on how to vote your investment company shares on a selection of major platforms can be found in the Notice of Meeting. The Chairman and Senior Independent Director,
accompanied by members of the Frostrow team, met with representatives of interactive investor (“ii”) and Hargreaves Lansdown (“HL”) to discuss, amongst other things, shareholder engagement, particularly with shareholders who hold their shares via these
platforms. The Board reviews the Company’s share price discount/premium on a daily basis and has a share buy-back policy, details of this policy can be found on the Company’s website.
Portfolio Manager Climate Change - Weighted Average Carbon Intensity Portfolio composition, performance, ESG matters, outlook, and business updates. The impact of market volatility upon their business and how some companies in the portfolio have sought to take advantage of the pandemic, in particular through increased digitalisation. The integration of ESG into the Portfolio Manager’s investment processes. During the year the Audit Committee reviewed the risks associated with climate change on the portfolio and how the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location. The Portfolio
Manager engages regularly with investee companies’ Executive management and the Board receives quarterly ESG updates from the Portfolio Manager, enabling the conclusion that the risk of material misstatement due to climate risk remains low. The Board has
received regular updates from the Portfolio Manager throughout the recent period of market volatility, including its impact on investment decision making. The Portfolio Manager reports regularly any ESG issues in the portfolio companies to the Board.
Other service providers The Directors have frequent engagement with the Company’s other service providers through the annual cycle of reporting and due diligence meetings or site visits by Frostrow. This engagement is completed with the aim of maintaining an effective working relationship and oversight of the services provided. Reviews of the Company’s service providers have been positive and the Directors believe their continued appointment is in the best interests of the Company. The Company has invested in Frostrow and Lindsell Train. Further details can be found on the
Company’s website.
Board Composition Trust Associates Limited were appointed by the Board in June 2022 to assist with the appointment of a new Director, resulting in the appointment of Pars Purewal. Mr Purewal joined the Board on 28 November 2022 and will offer himself for election by
shareholders at the 2023 Annual General Meeting.
The Company’s Lender Continued compliance with covenants set out within the loan agreement between the Company and the lender. Terms of the loan facility agreement The Board ensures compliance with loan covenants throughout the year. During the year the Company’s loan facility agreement was renewed, details of which can be found within the Report of the Directors in the Annual Report and note 12 to the Financial
Statements.
RESPONSIBLE INVESTMENT
Our Policy
The Board recognises that the most material way for the Company to have an
impact on Environmental, Social and Governance (“ESG”) issues is through
the responsible ownership of its investments.
It has delegated authority to its Portfolio Manager to engage actively with
the management of investee companies and encourage that high standards of ESG
practice are adopted.
The Company seeks to generate long-term, sustainable returns on capital. The
investee companies which consistently deliver superior returns over the long
term are typically established, well-run companies whose managers recognise
their impact on the world around them.
In its Responsible Engagement & Investment Policy, the Portfolio Manager
states that its evaluation of ESG factors is an inherent part of the
investment process.
The Board has delegated authority to the Portfolio Manager to vote the shares
owned by the Company that are held on its behalf by its Custodian. The Board
has instructed that the Portfolio Manager submit votes for such shares
wherever possible and practicable. The Portfolio Manager may refer to the
Board on any matters of a contentious nature.
The Portfolio Manager is a signatory of the 2021 UK Stewardship Code and
became a signatory of Net Zero Asset Managers in December 2021.
LINDSELL TRAIN’S POLICY
ESG INTEGRATION
Seeking Sustainability
As long-term investors, Lindsell Train’s aim is to identify companies that
can generate long-term sustainable high returns on capital. Lindsell Train has
historically found that such companies tend to exhibit characteristics
associated with good corporate governance and responsible business practices.
Indeed, it believes that companies which observe such standards, and that are
serious in their intention of addressing environmental and social factors,
will not only become more durable but will likely prove to be superior
investments over time.
To that end, its initial analysis and ongoing company engagement strategy
seeks to incorporate all sustainability factors that it believes will affect
the company’s ability to deliver long-term value to shareholders. Such
factors may include but are not limited to environmental (including climate
change), social and employee matters (including turnover and culture) and
governance factors (including remuneration and capital allocation), cyber
resilience, responsible data utilisation, respect for human rights,
anti-corruption and anti-bribery, and any other risks or issues facing the
business and its reputation. This work is catalogued in a proprietary database
of risk factors in order to centralise and codify the team’s views, as well
as to prioritise its ongoing research and engagement work and is
cross-referenced with the SASB Materiality Map(©).
If, as a result of this assessment, it believes that an ESG factor is likely
to materially impact a company’s long-term business prospects (either
positively or negatively) then this will be reflected in the long-term growth
rate that is applied in its valuation of that company, which alongside its
more qualitative research will influence any final portfolio decisions (for
example, whether it starts a new position or sells out of an existing
holding).
Positive/Negative Screening
As a product of Lindsell Train’s investment philosophy, it does not invest
in the following industries:
* capital intensive industries (energy, commodities or mining) or any
companies involved in the extraction and production of coal, oil or natural
gas; and
* industries that Lindsell Train judges to be sufficiently detrimental to
society that they may be exposed to burdensome regulation or litigation that
could impinge on financial returns (e.g. tobacco, gambling or arms
manufacturers).
Similarly, its investment approach has steered it to invest in a number of
companies that play an important positive social or environmental role, for
example through providing access to educational information (RELX),
encouraging saving for the future (Schroders, Hargreaves Lansdown) or
encouraging environmental progress and best practice (Unilever). Lindsell
Train believes that such positive benefits for society should be consistent
with its aim to generate competitive long-term returns, thus helping it meet
its clients’ investment objectives.
Climate Change
The risks associated with climate change represent the great issue of our era
and the transition to a low-carbon economy will affect all businesses,
irrespective of their size, sector or geographic location. Therefore, no
company’s revenues are immune and the assessment of such risks must be
considered within any effective investment approach, particularly one like
Lindsell Train that seeks to protect its clients’ capital for decades to
come.
As a relatively small company with a single office location and 25 employees,
Lindsell Train’s climate exposure comes predominantly from the investment
portfolios that it manages on behalf of its clients. Lindsell Train recognise
the systemic risk posed by climate change and the potential financial impacts
associated with a transition to a low-carbon economy. Lindsell Train therefore
supports the recommendations of the Task Force on Climate-Related Financial
Disclosures (“TCFD”) and its efforts to encourage companies to report
their climate related disclosures and data in a uniform and consistent way.
Further information on Lindsell Train’s TCFD related disclosures can be
found on its website: www.lindselltrain.com within its 2022 TCFD Report.
In December 2021, Lindsell Train also became a signatory of the Net Zero Asset
Managers (“NZAM“) initiative, committing to support the goal of net zero
greenhouse gas emissions by 2050, in line with global efforts to limit warming
to 1.5 degrees Celsius. Lindsell Train is now in the process of confirming its
net zero roadmap, which will include the necessary interim targets and
disclosures, which it published in November 2022, within a year of its net
zero announcement.
Further, using Morningstar’s carbon metrics calculations, Lindsell Train is
pleased to note that the Finsbury Growth and Income Trust PLC has a
significantly lower weighted average carbon intensity than its comparable
benchmark.
Due to availability of carbon intensity data, the Morningstar UK GBP index has
been used as a proxy for the FTSE All-Share index. The Morningstar UK index
measures the performance of the UK's equity markets targeting the top 97% of
stocks by market capitalisation.
Weighted Average Carbon Intensity
Source: Morningstar. Data as of June 2020, June 2021 and June 2022. Data
reflects Scope 1 & 2 emissions only.
The Morningstar carbon intensity definition is as follows: The asset-weighted
average of holdings with actual emissions data from the Carbon Disclosure
Project or estimated values from Sustainalytics in a portfolio. A lower score
is better. Carbon Intensity is computed for each holding as follows: Total
Emissions (metric tons of Co2) divided by Revenue (Mil USD), and aggregated at
the fund level. Sustainalytics looks at the latest reported scope 1 (direct
emissions from owned or controlled sources) and scope 2 (indirect emissions
from the generation of purchased energy) Green House Gas intensity and
emissions for over 10,000 companies. More than 100 different estimation models
are used for non-reporting companies.
Stewardship
Engagement
Engaging with and monitoring investee companies on matters relating to
stewardship has always been an essential element of Lindsell Train’s
investment strategy. Its long-term approach generally leads it to be
supportive of company management. However, where Lindsell Train disagrees with
a company’s actions, it will try to influence management on specific matters
or policies if they believe it is in the best interests of its clients.
Constructive dialogue has more often than not resulted in satisfactory
outcomes, thus limiting the need for escalation. However, where this is not
the case, Lindsell Train will consider escalating its engagement and
stewardship activities.
During the year, Lindsell Train engaged with companies held within the
Company’s portfolio on a wide range of environmental, social and governance
issues as detailed in the chart overleaf. Madeline Wright, Deputy Portfolio
Manager and Head of Investment ESG at Lindsell Train, has also completed her
process of holding an ESG specific discussion with all of Lindsell Train’s
investee companies (c.70 in total), aimed at establishing a baseline for its
ongoing engagement and clarifying its portfolio companies’ stances on, and
approaches to, certain ESG factors, with the objective of ensuring that all
portfolio companies report this essential data going forward. This information
is stored, assessed, and monitored within Sentinel, Lindsell Train’s
proprietary ESG database.
As public supporters of TCFD and The IFRS Sustainability Alliance (previously
known as the Sustainability Accounting Standards Board), Lindsell Train is
also encouraging its portfolio companies to report in line with these, or
similar (if more relevant to their business) frameworks, and also to report on
positive impact goals and progress to net zero. Furthermore, as signatories of
NZAM, Lindsell Train is monitoring carefully the transition to net zero of
each of its businesses and encouraging the companies to set science-based
targets where possible.
This ongoing ESG research is further complemented by a series of ESG specific
telephone calls that Lindsell Train is hosting with each of its companies.
This will enable Lindsell Train to identify additional matters of concern or
opportunity that require further scrutiny within its engagement programme.
Engagement by Topic
Other Social (e.g. supply chain, health &
nutrition)
21.4%
Human
Rights
21.4%
Capital Allocation &
Strategy
21.4%
Fair treatment of
shareholders
14.3%
Remuneration
14.3%
Cruelty
Free
7.2%
Source: Lindsell Train Limited. 14 topics raised with 5 companies between 1
October 2021 and 30 September 2022.
Key Engagement Examples:
Unilever
This engagement in Q2 2022 was in part in response to the news that from 1 May
2021, China would remove the mandatory animal testing requirements for
imported cosmetics. In the case of Unilever, this follows ten years of hard
work to ban this practice and it will enable Unilever to develop its Chinese
cosmetics business. Animal testing of health and personal care products,
cosmetics and fragrances is a practice that is not only unnecessary but also
acts as a barrier to the growing numbers of cruelty-conscious consumers
globally. Fortunately, the practice is less common these days and Lindsell
Train has determined through its research that very few companies engage in
animal testing. Indeed, only companies selling personal care products,
cosmetics or fragrances into China will have made its products available for
animal testing. Nonetheless Lindsell Train has monitored this for some time
and engaged with the management of Unilever on this matter.
Later in 2022, Lindsell Train’s engagement centred on the recent news of the
appointment of activist investor, Nelson Peltz of Trian Fund Management L.P.
(“Trian”), to its board as a non-executive director, following his
purchase of shares representing 1.5% of Unilever's issued share capital. As
Trian’s objectives are ostensibly in line with that of Lindsell Train's, it
had no objection to the appointment despite being somewhat surprised at the
low ticket price to get a seat at the table. Lindsell Train did however take
the opportunity to urge the board to resist any proposals that might merely
boost short-term value. Unilever's Chair, Nils Andersen confirmed that the
board remained committed to their long-term strategy and were focussed on
protecting the strategic value of Unilever’s assets.
Mondelez
Lindsell Train has also engaged with the company on several occasions to share
its views regarding compensation best practice and continue to believe that
the company could foster greater shareholder alignment through improved
compensation structures. In assessing its compensation policies Lindsell Train
focus more on how incentives are structured rather than the actual quantum of
compensation. In other words, Lindsell Train can be comfortable with the large
rewards provided that the incentives are aligned with shareholders’ interest
and its principles. In the case for Mondelez, Lindsell Train wrote to
management, outlining its reason for abstaining on the resolution concerning
compensation at the company’s 2021 AGM.
Burberry and Young & Co's Brewery
Lindsell Train became signatories of Find It, Fix It, Prevent It, in Q2 2022.
This initiative convened and resourced by CCLA and overseen by an advisory
committee, brings together investors, academics and non-governmental
organisations (“NGO”) to share knowledge, set targets and monitor the
progress of its initiative to eradicate modern slavery. In Q3 2022 Lindsell
Train engaged with both Burberry and Young & Co's Brewery ("Young's"), putting
what it felt to be Find It, Fix It, Prevent It’s illuminating questions
about modern slavery to both companies. Both Burberry and Young's already have
formal Modern Slavery policies in place.
Burberry acknowledged that modern slavery has been found in its supply chain
but expects this would be the case for any company should it delve deep
enough. The company was understandably discreet about the details of detection
and remediation but reassured Lindsell Train that its policies are robust and
always supported by NGO input, and that it is indeed incumbent on Burberry to
report that slavery was found and describe how it was fixed.
So far Young’s has not found modern slavery in its supply chain, but
revealed that the areas of greatest risk are the use of agencies to supply
workers (although these comprise <5% of all staff), and employees working
without the correct documentation. The former issue will hopefully be phased
out as Young’s turns away from contracted staff and the latter is being
addressed with a well-established checking process and a full yearly HR audit.
In response to the Modern Slavery Act’s recommendations becoming mandatory,
Young’s is beefing up its due diligence, e.g. requiring suppliers to
register on the Sedex platform which allows for supply chain transparency and
the identification of risk areas. Most big suppliers are already on Sedex, and
overall the aim is to get 100% of suppliers and agencies onto the platform.
Proxy Voting
The primary voting policy of Lindsell Train is to protect or enhance the
economic value of its investments on behalf of its clients. Lindsell Train has
appointed Glass Lewis to aid the administration of proxy voting and provide
additional support in this area. However, the Manager maintains decision
making responsibility based on its detailed knowledge of the investee
companies. It is Lindsell Train’s policy to exercise all voting rights which
have been delegated to it by its clients.
Voting Record
MANAGEMENT PROPOSALS SHAREHOLDER PROPOSALS TOTAL
PROPOSALS
With Management 387 3 390
Against Management 0 0 0
Abstain 1 1 2
Totals 388 4 392
Source: Glass Lewis. 1 October 2021 – 30 September 2022.
Votes against management in previous years have typically been in the low
single-digit range. The main reason for this is that Lindsell Train’s
long-term approach to investment generally leads it to be supportive of
company management and, where required, Lindsell Train will try to influence
management through its engagement activities. Given Lindsell Train often
builds up large, long-term stakes in the businesses in which it invests, they
find that management is open to (and very often encourages) engagement with
them. Furthermore, it is Lindsell Train’s aim to be invested in
‘exceptional’ companies with strong corporate governance and hence it
ought to be rare that Lindsell Train finds itself in a position where it is
voting against management.
In the majority of cases where Lindsell Train has voted against management it
has been on matters relating to remuneration. Where Lindsell Train does not
believe that a company’s compensation policy is aligned with the long-term
best interests of the shareholders it will write to management to inform them
of its intention to vote against such policies.
INTEGRITY AND BUSINESS ETHICS
The Company is committed to carrying out business in an honest and fair
manner. The Board has adopted a zero-tolerance approach to instances of
bribery and corruption. Accordingly, it expressly prohibits any Director or
associated persons when acting on behalf of the Company from accepting,
soliciting, paying, offering or promising to pay or authorise any payment,
public or private, in the United Kingdom or abroad to secure any improper
benefit from themselves or for the Company.
The Board applies the same standards to its service providers in their
activities for the Company.
A copy of the Company’s Anti Bribery and Corruption Policy can be found in
the Board and Policies section of the Company's website. The policy is
reviewed annually by the Audit Committee.
In response to the implementation of the Criminal Finances Act 2017, the Board
adopted a zero-tolerance approach to the criminal facilitation of tax evasion.
A copy of the Company’s policy on preventing the facilitation of tax evasion
can be found in the Board and Policies section of the Company's website. The
policy is reviewed annually by the Audit Committee.
In carrying out its activities, the Company aims to conduct itself
responsibly, ethically and fairly, including in relation to social and human
rights issues. As an investment company with limited internal resource, the
Company has little impact on the environment. The Company believes that high
standards of ESG make good business sense and have the potential to protect
and enhance investment returns. Consequently, the Portfolio Manager’s
investment criteria ensure that ESG and ethical issues are taken into account
and best practice is encouraged. The Board's expectations are that its
principal service providers have appropriate governance policies in place.
COMPANY PROMOTION
The Company has appointed Frostrow to promote the Company’s shares to
professional investors in the UK and Ireland. As investment company
specialists, the Frostrow team provides a continuous, proactive marketing,
distribution and investor relations service that aims to promote the Company
by encouraging demand for the shares.
MANAGEMENT ARRANGEMENTS
Alternative Investment Fund Manager (“AIFM”)
Frostrow under the terms of its AIFM agreement with the Company provides,
inter alia, the following services:
* oversight of the portfolio management function delegated to Lindsell Train;
* promotion of the Company;
* investment portfolio administration and valuation;
* risk management services;
* share price discount and premium management;
* administrative and company secretarial services;
* advice and guidance in respect of corporate governance requirements;
* maintenance of the Company’s accounting records;
* maintenance of the Company’s website;
* preparation and publication of annual reports, half year reports and monthly
fact sheets; and
* ensuring compliance with applicable legal and regulatory requirements.
The AIFM Agreement may be terminated by either party on giving notice of not
less than 12 months.
Portfolio Manager
Under the Portfolio Management Agreement Lindsell Train, as delegate of the
AIFM, is responsible for the management of the Company’s portfolio of
investments under an agreement between it, the Company and Frostrow (the
“Portfolio Management Agreement”).
Under the terms of its Portfolio Management Agreement, Lindsell Train
provides, inter alia, the following services:
* seeking out and evaluating investment opportunities;
* recommending the manner by which monies should be invested, realised or
retained;
* advising on how rights conferred by the investments should be exercised;
* analysing the performance of investments made; and
* advising the Company in relation to trends, market movements and other
matters which may affect the investment objective and policy of the Company.
The Portfolio Management Agreement may be terminated by either party on giving
notice of not less than 12 months.
Annual Fees
FEES ON THAT PART OF MARKET CAPITALISATION AIFM PORTFOLIO MANAGER
Less than or equal to £1 bn 0.15% 0.45%
> Between £1 bn - £2 bn 0.135% 0.405%
£2 bn + 0.12% 0.36%
Performance Fees
The Company does not pay performance fees.
AIFM AND PORTFOLIO MANAGER EVALUATION AND RE-APPOINTMENT
The performance of Frostrow as AIFM and Lindsell Train as Portfolio Manager is
continuously monitored by the Board with a formal evaluation being undertaken
each year. As part of this process the Board monitors the services provided by
the AIFM and the Portfolio Manager as well as receiving regular reports and
views from them. The Board also receives comprehensive long-term performance
measurement reports to enable it to determine whether or not the performance
objective set by the Board has been met.
Following a review at a Board meeting in September 2022, the Board considers
that the continuing appointment of Frostrow and Lindsell Train, under the
terms described above, is in the best interests of the Company’s
shareholders. In coming to this decision, it took into consideration the
following additional reasons:
* the quality and depth of experience of the management, company secretarial,
administrative and marketing team that the AIFM brought to the management of
the Company; and
* the quality and depth of experience that the Portfolio Manager brought to
the management of the portfolio, the clarity and rigour of the investment
process, the level of past long-term performance of the portfolio in absolute
terms and also by reference to the benchmark index.
Depositary
The Bank of New York Mellon (International) Limited (the “Depositary”)
acts as the Company’s depositary in accordance with the AIFMD on the terms
and subject to the conditions of the depositary agreement between the Company,
Frostrow and the Depositary (the “Depositary Agreement”). Under the terms
of the Depositary Agreement the Company pays the Depositary a fee between
0.007% to 0.008% of net assets.
The Depositary provides the following services:
* responsibility for the safe-keeping of custodial assets of the Company;
* verification and maintenance of a record of all other assets of the Company;
* for the collection of income that arises from those assets;
* taking reasonable care to ensure that the Company is managed in accordance
with the AIFMD, the FUND Sourcebook and the Company’s instrument of
incorporation, in relation to the calculation of the net asset value per share
and the application of income of the Company; and
* monitoring the Company’s compliance with investment restrictions and
leverage limits set by the Board and the AIFM.
In accordance with the AIFM Rules the Depositary acts as global custodian and
may delegate safekeeping to one or more global sub-custodians. The Depositary
has delegated safekeeping of the assets of the Company to The Bank of New York
Mellon SA/NV and/or The Bank of New York Mellon (The Global Sub-custodians).
As at the date of this report, the applicable active sub-custodians appointed
by the Depositary who might be relevant for the purposes of holding the
Company’s investments are:
COUNTRY NAME OF SUB-CUSTODIAN REGULATOR
The Netherlands The Bank of New York Mellon SA/NV Financial Services and Markets Authority, Belgium
United States of America The Bank of New York Mellon, New York US Securities and Exchange Commission
France The Bank of New York Mellon SA/NV The Autorité des Marchés Financiers
United Kingdom Depositary and Clearing Centre (DCC) Deutsche Bank AG, London Branch The Financial Conduct Authority
The Bank of New York Mellon, New York US Securities and Exchange Commission
Custodian
The Global Sub-Custodian’s safekeeping fees are charged according to the
jurisdiction in which the holdings are based. The majority of the Company’s
assets attracted a custody fee of 0.0033% of their market value. Variable
transaction fees are also chargeable.
The Depositary Agreement may be terminated by either party on giving notice of
not less than 90 days.
By order of the Board
Simon Hayes
Chairman
7 December 2022
GOVERNANCE / Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law the Directors have prepared the Company's
Financial Statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102
“The Financial Reporting Standard applicable in the UK and Republic of
Ireland”, and applicable law).
Under company law the Directors must not approve the Financial Statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period. In preparing the Financial Statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* state whether applicable United Kingdom Accounting Standards, comprising FRS
102 have been followed, subject to any material departures disclosed and
explained in the Financial Statements;
* make judgements and accounting estimates that are reasonable and prudent;
and
* prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for:
* keeping adequate accounting records that are sufficient to show and explain
the Company's transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure that the
Financial Statements and the Directors’ Remuneration Report comply with the
Companies Act 2006; and
* the maintenance and integrity of the Company’s website. Legislation in the
United Kingdom governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT
The Directors consider that the Annual Report and Financial Statements, taken
as a whole, are fair, balanced, understandable and provide the information
necessary for shareholders to assess the Company’s position, performance,
business model and strategy.
Each of the Directors, whose names and functions are listed in the ‘Board of
Directors’ section in the Annual Report confirms that, to the best of their
knowledge:
* the Company's Financial Statements, which have been prepared in accordance
with United Kingdom Accounting Standards, comprising FRS 102 give a true and
fair view of the assets, liabilities, financial position and profit of the
Company; and
* the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that it faces.
Approved by the Board of Directors and signed on its behalf by
Simon Hayes
Chairman
7 December 2022
Note to those who access this document by electronic means:
The Annual Report for the year ended 30 September 2022 has been approved by
the Board of Finsbury Growth & Income Trust PLC. Copies of the Annual Report
are circulated to shareholders and, where possible to potential investors. It
is also made available in electronic format for the convenience of readers.
Printed copies are available from the Company Secretary's office in London.
FINANCIAL STATEMENTS / INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
YEAR ENDED YEAR ENDED
30 SEPTEMBER 2022 30 SEPTEMBER 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
NOTE £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments at fair value through profit or loss 9 – (155,883) (155,883) – 164,020 164,020
Currency translations – 14 14 – (16) (16)
Income 2 50,792 – 50,792 46,114 – 46,114
AIFM and portfolio management fees 3 (2,678) (8,034) (10,712) (3,709) (7,531) (11,240)
Other expenses 4 (1,069) (9) (1,078) (1,004) (3) (1,007)
Return/(loss) on ordinary activities before finance charges and taxation 47,045 (163,912) (116,867) 41,401 156,470 197,871
Finance charges 5 (171) (512) (683) (136) (277) (413)
Return/(loss) on ordinary activities before taxation 46,874 (164,424) (117,550) 41,265 156,193 197,458
Taxation on ordinary activities 6 (1,190) – (1,190) (844) – (844)
Return/(loss) on ordinary activities after taxation 45,684 (164,424) (118,740) 40,421 156,193 196,614
Return/(loss) per share – basic and diluted 7 20.6p (74.0)p (53.4)p 18.1p 69.9p 88.0p
The “Total” column of this statement represents the Company’s income
statement.
The “Revenue” and “Capital“ columns are supplementary to this and are
prepared under guidance published by the Association of Investment Companies
(“AIC“).
All items in the above statement derive from continuing operations.
The Company had no recognised gains or losses other than those declared in the
Income Statement; therefore no separate statement of Total Comprehensive
Income has been presented.
The notes form part of these Financial Statements.
FINANCIAL STATEMENTS / Statement of Changes in Equity
FOR THE YEAR ENDED 30 SEPTEMBER 2022
NOTE CALLED UP SHARE CAPITAL £’000 SHARE PREMIUM ACCOUNT £’000 CAPITAL REDEMPTION RESERVE CAPITAL RESERVE £’000 REVENUE RESERVE £’000 TOTAL SHAREHOLDERS’ FUNDS £’000
£’000
At 1 October 2021 56,248 1,099,847 3,453 855,886 49,224 2,064,658
Net (loss)/return from ordinary activities – – – (164,424) 45,684 (118,740)
Second interim dividend (9.1p per share) for the year ended 30 September 2021 8 – – – – (20,474) (20,474)
First interim dividend (8.3p per share) for the year ended 30 September 2022 8 – – – – (18,545) (18,545)
Repurchase of shares into treasury 13 – – – (76,515) – (76,515)
At 30 September 2022 56,248 1,099,847 3,453 614,947 55,889 1,830,384
NOTE CALLED UP SHARE CAPITAL £’000 SHARE PREMIUM ACCOUNT £’000 CAPITAL REDEMPTION RESERVE CAPITAL RESERVE £’000 REVENUE RESERVE £’000 TOTAL SHAREHOLDERS’ FUNDS £’000
£’000
At 1 October 2020 54,438 1,039,510 3,453 699,693 45,436 1,842,530
Net return from ordinary activities – – – 156,193 40,421 196,614
Second interim dividend (8.6p per share) for the year ended 30 September 2020 – – – – (18,727) (18,727)
First interim dividend (8.0p per share) for the year ended 30 September 2021 8 – – – – (17,906) (17,906)
Issue of shares 1,810 60,337 – – – 62,147
At 30 September 2021 56,248 1,099,847 3,453 855,886 49,224 2,064,658
The notes form part of these Financial Statements.
FINANCIAL STATEMENTS / Statement of Financial Position
AS AT 30 SEPTEMBER 2022
NOTE 2022 2021
£’000 £’000
Fixed assets
Investments held at fair value through profit or loss 9 1,852,078 2,071,266
Current assets
Debtors 10 12,398 9,428
Cash and cash equivalents 7,835 22,531
20,233 31,959
Current liabilities
Creditors: amounts falling due within one year 11 (5,227) (1,867)
Bank loan 12 (36,700) –
(41,927) (1,867)
Net current liabilities (21,694) 30,092
Total assets less current liabilities 1,830,384 2,101,358
Creditors: amount falling due after more than one year
Bank loan 12 – (36,700)
Net assets 1,830,384 2,064,658
Capital and reserves
Called up share capital 13 56,248 56,248
Share premium account 1,099,847 1,099,847
Capital redemption reserve 3,453 3,453
Capital reserve 14 614,947 855,886
Revenue reserve 55,889 49,224
Total shareholders’ funds 1,830,384 2,064,658
Net asset value per share 15 848.4p 917.7p
The Financial Statements were approved by the Board of Directors on 7 December
2022 and were signed on its behalf by:
Simon Hayes
Chairman
The notes form part of these Financial Statements.
Company Registration Number SC013958 (Registered in Scotland)
FINANCIAL STATEMENTS / Statement of Cash Flows
FOR THE YEAR ENDED 30 SEPTEMBER 2022
NOTE 2022 2021
£’000 £’000
Net cash inflow from operating activities before interest 18 38,098 31,953
Interest paid (683) (375)
Net cash inflow from operating activities 37,415 31,578
Investing activities
Purchase of investments (79,080) (92,966)
Sale of investments 139,227 37,981
Net cash inflow/(outflow) from investing activities 60,147 (54,985)
Financing activities
Dividends paid (39,019) (36,633)
Shares issued – 62,147
Repurchase of Shares into treasury (73,253) –
Net cash (outflow)/inflow from financing activities (112,272) 25,514
(Decrease)/increase in cash and cash equivalents (14,710) 2,107
Currency transactions 14 (16)
Cash and cash equivalents at the beginning of the financial year* 22,531 20,440
Cash and cash equivalents at the end of the financial year* 7,835 22,531
Reconciliation of net debt
2022 2021
£’000 £’000
Cash and cash equivalents* 7,835 22,531
Borrowings (36,700) (36,700)
Total (28,865) (14,169)
* Comprises solely cash held at bank.
The notes form part of these Financial Statements.
FINANCIAL STATEMENTS / Notes to the financial statements
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1. Accounting Policies
The Company is a public limited company (PLC) incorporated in the United
Kingdom, with registered office at 50 Lothian Road, Festival Square, Edinburgh
EH3 9WJ.
The principal accounting policies, all of which have been applied consistently
throughout the year in the preparation of these Financial Statements, are set
out below:
(A) BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with UK Generally
Accepted Accounting Practice (GAAP) under UK and Republic of Ireland Company
Law, FRS 102 ‘The Financial Reporting Standard applicable in the UK, the
Statement of Recommended Practice (SORP) for “Financial Statements of
Investment Trust Companies and Venture Capital Trusts” issued by the
Association of Investment Companies in July 2022 and the Companies Act 2006
under the historical cost convention as modified by the valuation of
investments at fair value through profit or loss.
The Financial Statements have been prepared on a going concern basis. The
disclosure on going concern in the Statement of Directors' Responsibilities
forms part of these Financial Statements.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and
in accordance with the SORP, supplementary information which analyses the
Income Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. The net revenue return is the
measure the Directors believe appropriate in assessing the Company’s
compliance with certain requirements set out in Sections 1158 and 1159 of the
Corporation Tax Act 2010.
Significant Judgements and Critical Sources of Estimation Uncertainties
There were no significant judgements or critical estimates reported during the
financial year ended 30 September 2022 (2021: none).
(B) INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
Investments are measured under FRS 102, sections 11 and 12 and are measured
initially, and at subsequent reporting dates, at fair value.
Changes in the fair value of investments and gains and losses on disposal are
recognised in the Income Statement as a capital item. The Company manages and
evaluates the performance of these investments on a fair value basis in
accordance with its investment strategy, and information about the investments
is provided internally on this basis to the Board. Fair value for quoted
investments is deemed to be bid market prices, or last traded price, depending
on the convention of the stock exchange on which they are quoted.
All purchases and sales of investments are accounted for on the trade date
basis.
The Company’s policy is to expense transaction costs on acquisition/disposal
through the gains on investment at fair value through profit or loss. The
total of such expenses, showing the total amounts included in disposals and
acquisitions, is disclosed in note 9.
(C) INCOME
Dividends receivable from equity shares are recognised in Revenue on an
ex-dividend basis except where, in the opinion of the Board, the dividend is
capital in nature, in which case it is included in Capital. Overseas dividends
are stated gross of any withholding tax.
When the Company has elected to receive scrip dividends in the form of
additional shares rather than cash, the amount of cash dividend foregone is
recognised in Revenue.
Fixed returns on non-equity shares are recognised on a time apportionment
basis.
Special dividends: In deciding whether a dividend should be regarded as a
Capital or Revenue receipt, the Company reviews all relevant information as to
the reasons for and sources of the dividend on a case by case basis depending
upon the nature of the receipt. Special dividends of a revenue nature are
recognised through the Revenue column of the Income Statement. Special
Dividends of a Capital nature are recognised through the Capital column of the
Income Statement.
The limited liability partnership (LLP) profit share is recognised in the
financial statements when the entitlement to the income is established,
following the conclusion of the partnership's annual audit. Deposit interest
receivable is taken to revenue on an accruals basis.
(D) DIVIDENDS PAYABLE
Dividends paid by the Company are recognised in the Financial Statements and
are shown in the Statement of Changes in Equity in the period in which they
became legally binding, which in the case of an interim dividend is the point
at which it is paid and for a final dividend when it is approved by
Shareholders in line with the ICAEW Tech Release 02/17BL.
(E) EXPENDITURE AND FINANCE CHARGES
All the expense and finance costs are accounted for on an accruals basis.
Expenses are charged through the revenue column of the Income Statement except
as follows:
1. expenses which are incidental to the acquisition or disposal of an
investment are treated as part of the cost or deducted from proceeds of that
investment (as explained in 1(b) above);
2. expenses are taken to the Capital reserve via the capital column of the
Income Statement, where a connection with the maintenance or enhancement of
the value of the investments can be demonstrated. In line with the Board's
expected long-term split of returns, 75% of the portfolio management fee, AIFM
fee and finance costs are taken to the Capital reserve and the balance to the
Revenue reserve (2021: 67% capital, 33% revenue).
(F) TAXATION
Current tax is provided at the amounts expected to be paid or recovered.
Deferred taxation is provided on all timing differences that have originated
but not been reversed by the Statement of Financial Position date other than
those differences regarded as permanent. This is subject to deferred tax
assets only being recognised if it is considered more likely than not that
there will be suitable profits from which the reversal of timing differences
can be deducted. Any liability to deferred tax is provided for at the rate of
tax enacted or substantially enacted.
Any tax relief obtained in respect of AIFM and portfolio management fees,
finance costs and other capital expenses charged are allocated to the capital
column of the Income Statement.
(G) FOREIGN CURRENCY
Transactions recorded in overseas currencies during the year are translated
into sterling at the exchange rates ruling at the date of the transaction.
Assets and liabilities denominated in overseas currencies at the Statement of
Financial Position date are translated into sterling at the exchange rate
ruling at that date. Profits or losses on the translation of foreign currency
balances, whether realised or unrealised are credited or debited to the
revenue or capital column of the Income Statement depending on whether the
gain or loss is of a revenue or capital nature.
(H) CASH AND CASH EQUIVALENTS
Cash and cash equivalents and demand deposits readily convertible to known
amounts of cash and subject to insignificant risk of changes in value are
defined as cash.
(I) BANK LOAN
Bank loans are initially recognised at fair value, net of transaction costs
incurred. Bank loans are subsequently measured at amortised cost. The loan
amounts falling due for repayment within one year are included under current
liabilities in the Statement of Financial Position and the loan amounts
falling due after one year are included under “Creditors: amounts falling
due after more than one year” in the Statement of Financial Position.
(J) REPURCHASE OF SHARES FOR CANCELLATION OR TO HOLD IN TREASURY
The cost of repurchasing ordinary shares (for cancellation or to hold in
Treasury) including the related stamp duty and transaction cost is charged to
the ‘capital reserve’ and dealt with in the Statement of Changes in
Equity. Share repurchase transactions are accounted for on a trade date basis.
Where shares are cancelled (or are subsequently cancelled having previously
been held in Treasury), the nominal value of those shares is transferred out
of ‘Called up share capital’ and into the ‘Capital redemption
reserve’.
Should shares held in Treasury be reissued, the sales proceeds will be treated
as a realised capital profit up to the amount of the purchase price of those
shares and will be transferred to capital reserves. The excess of the sales
proceeds over the purchase price will be transferred to ‘Share premium’.
(K) OPERATING SEGMENTS
The Company defines operating segments and segment performance in the
financial statements based on information used by the Board of Directors which
is considered the Chief Operating Decision Maker^. The Directors are of the
opinion that the Company is engaged in a single segment of business, being the
investments business. The results published in this report therefore
correspond to this sole operating segment.
(L) NATURE AND PURPOSE OF RESERVES
Capital Redemption Reserve
This reserve arose when ordinary shares were bought by the Company and
subsequently cancelled, at which point the amount equal to the par value of
the ordinary share capital was transferred from the ordinary share capital to
the Capital Redemption reserve.
Capital Reserve
This reserve reflects any:
* gains or losses on the disposal of investments;
* exchange differences of a capital nature;
* increases and decreases in the fair value of investments which have been
recognised in the capital column of the Income Statement; and
* expenses which are capital in nature as disclosed in note 1(e).
Following amendments to the Company’s Articles of Association in 2015, this
reserve can be used to distribute certain capital profits by way of dividend.
Revenue Reserve
This reserve reflects all income and expenditure which are recognised in the
revenue column of the Income Statement and may be distributable by way of
dividend.
When making a distribution to shareholders, the Directors determine profits
available for distribution by reference to ‘Guidance on realised and
distributable profits under the Companies Act 2006’ issued by the Institute
of Chartered Accountants in England and Wales and the Institute of Chartered
Accountants of Scotland in April 2017. The availability of distributable
reserves in the Company is dependent on those distributions meeting the
definition of qualifying consideration within that guidance and on available
cash resources of the Company and other accessible sources of funds. The
distributable reserves are therefore subject to these restrictions or
limitations at the time such distribution is made.
^ See glossary of terms.
2. Income
2022 2021
£’000 £’000
Income from investments
UK listed dividends* 41,827 39,167
Overseas dividends* 8,257 6,350
Limited liability partnership – profit-share and priority profit share on
AIFM capital contribution 694 597
Other operating income – bank interest 14 –
Total income 50,792 46,114
* Include special dividends which have been credited to the revenue
account totalling £1,833,000 (2021: £949,000):
• UK listed dividends £1,205,000 (2021: £949,000).
• Oversea dividends £628,000 (2021: nil).
3. AIFM and portfolio management fees
2022 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
AIFM fee 670 2,008 2,678 927 1,883 2,810
Portfolio Management fee 2,008 6,026 8,034 2,782 5,648 8,430
Total fees 2,678 8,034 10,712 3,709 7,531 11,240
With effect from 1 October 2021, 75% of the Portfolio management and AIFM fees
were taken to the Capital reserve and 25% is taken to the Revenue reserve.
Previously, 67% was taken to the Capital reserve and 33% to the Revenue
reserve.
4. Other Expenses
2022 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Directors’ fees 150 – 150 159 – 159
Auditors’ fees – statutory annual audit 63 – 63 58 – 58
Depositary’s fees 193 – 193 211 – 211
Stock listing and FCA fees 140 – 140 133 – 133
Custody fees 118 – 118 109 – 109
Indices cost 74 – 74 40 – 40
Registrar’s fees 59 – 59 57 – 57
Promotional costs 60 – 60 51 – 51
Printing and postage 52 – 52 35 – 35
Directors' D&O insurance 41 – 41 33 – 33
Other expenses 119 9 128 118 3 121
Total expenses 1,069 9 1,078 1,004 3 1,007
Further details of the amounts paid to Directors are included in the
Directors’ Remuneration Report in the Annual Report.
During the year ended 30 September 2022 there were no non-audit services
provided by the Company's Auditor (2021: nil).
All of the above expenses include VAT where applicable.
5. Finance Charges
2022 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Interest payable on bank loan 161 482 643 123 250 373
Loan facility commitment fees 10 30 40 13 27 40
171 512 683 136 277 413
With effect from 1 October 2021, 75% of the finance costs were taken to the
Capital reserve and 25% is taken to the Revenue reserve. Previously, 67% was
taken to the Capital reserve and 33% to the Revenue reserve.
6. Taxation on Ordinary Activities
(A) ANALYSIS OF CHARGE IN THE YEAR
2022 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
UK Corporation tax at 19% (2021: 19%) – – – – – –
Overseas withholding tax 1,364 – 1,364 1,036 – 1,036
Recoverable overseas withholding tax (174) – (174) (192) – (192)
1,190 – 1,190 844 – 844
(B) FACTORS AFFECTING CURRENT TAX CHARGE FOR YEAR
The tax assessed for the year is higher (2021: higher) than the standard rate
of UK corporation tax of 19% (2021: 19%).
The differences are explained below:
2022 2021
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Total return/(loss) on ordinary activities before taxation 46,874 (164,424) (117,550) 41,265 156,193 197,458
Return/(loss) on ordinary activities multiplied by UK corporation tax of 19% (2021: 19%) 8,906 (31,240) (22,334) 7,840 29,677 37,517
Effects of:
Overseas taxation 1,190 – 1,190 844 – 844
Franked investment income not subject to corporation tax – UK dividend income (7,947) – (7,947) (7,441) – (7,441)
Overseas dividends not taxable (1,569) – (1,569) (1,207) – (1,207)
Excess management expenses 610 – 610 808 – 808
Amounts charged to capital – 1,625 1,625 – 1,484 1,484
Non-taxable loss/(return) on investments* – 29,618 29,618 – (31,164) (31,164)
Currency translations – (3) (3) – 3 3
Total tax charge for the year (note 6(a)) 1,190 – 1,190 844 – 844
* Loss/(return) on investments are not subject to corporation tax within an
investment company.
(C) DEFERRED TAXATION
As at 30 September 2022, the Company had unutilised management expenses and
other reliefs for taxation purposes of £122,041,000 (2021: £110,404,000). It
is unlikely that the Company will generate sufficient taxable income in excess
of the available deductible expenses and therefore the Company has not
recognised a deferred tax asset of £30,510,000 (2021: £27,601,000) based on
the prospective corporation tax rate of 25% (2021: 25%).
Given the Company’s status as an investment company and the intention to
continue meeting the conditions required to maintain such status in the
foreseeable future, the Company has not provided for deferred tax on any
capital gains or losses arising on the revaluation or disposal of investments.
7. Return/(loss) per share – Basic and Diluted
2022 2021
£’000 £’000
The return/(loss) per share is based on the following figures:
Revenue return 45,684 40,421
Capital (loss)/return (164,424) 156,193
Total (loss)/return (118,740) 196,614
Weighted average number of shares* in issue during the year 222,335,694 223,371,358
Revenue return per share 20.6p 18.1p
Capital (loss)/return per share (74.0)p 69.9p
Total (loss)/return per share (53.4)p 88.0p
The calculation of the total, revenue and capital (loss)/returns per ordinary
share is carried out in accordance with IAS 33, "Earnings per Share (as
adopted in the UK)".
As at 30 September 2022 and 2021 there were no dilutive instruments in issue,
therefore the basic and diluted (loss)/return per share are the same.
* Excludes shares held in Treasury.
8. Dividends
In accordance with FRS 102 dividends are included in the Financial Statements
in the period in which they are paid or approved by shareholders.
EX-DIVIDEND RECORD PAYMENT 2022 2021
DATE DATE DATE £’000 £’000
First interim dividend of
8.3p per share (2021: 8.0p) 31 March 2022 1 April 2022 13 May 2022 18,545 17,906
Second interim dividend of 9.8p per share (2021: 9.1p) 29 September 2022 30 September 2022 4 November 2022 21,181 20,474
39,726 38,380
The second interim dividend of 9.8p per share (2021: 9.1p) has not been
included as a liability in these Financial Statements as it is only recognised
in the financial year in which it is paid.
The total dividends payable in respect of the financial year which ensures
compliance with Section 1158 of the Corporation Tax Act 2010 are set out
below:
2022 2021
£’000 £’000
Revenue available for distribution by way of dividend for the year 45,684 40,421
2022 First interim dividend of 8.3p per share (2021: 8.0p) paid on 13 May 2022 (18,545) (17,906)
2022 Second interim dividend of 9.8p per share (2021: 9.1p) paid on 4 November 2022 (21,181) (20,474)
Net additions to revenue reserves 5,958 2,041
The Company’s dividend policy is set out in the Business Review section of
the Strategic Report in the Annual Report.
9. Investments held at Fair Value Through Profit or Loss
ANALYSIS OF PORTFOLIO MOVEMENTS
2022 2021
£’000 £’000
Opening book cost 1,303,097 1,244,210
Opening investment holding gains 768,169 607,378
Valuation at 1 October 2,071,266 1,851,588
Movements in the year:
Purchases at cost 79,246 93,690
Sales proceeds (142,551) (38,032)
(Losses)/gains on investments (155,883) 164,020
Valuation at 30 September 1,852,078 2,071,266
Closing book cost 1,293,409 1,303,097
Investment holding gains at 30 September 558,669 768,169
Valuation at 30 September 1,852,078 2,071,266
The Company received £142,551,000 (2021: £38,032,000) from investments sold
in the year. The book cost of these investments when they were purchased was
£53,618,000 (2021: £34,803,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the
fair value of the investments.
Purchase transaction costs for the year to 30 September 2022 were £161,000
(2021: £213,000). These comprise stamp duty costs of £110,000 (2021:
£173,000) and commission of £51,000 (2021: £40,000). Sales transaction
costs for the year to 30 September 2022 were £53,000 (2021: £15,000) and
comprise commission.
10. Debtors
2022 2021
£’000 £’000
Amounts due from brokers in respect of portfolio trading – disposals 3,998 674
Accrued income and prepayments 8,400 8,754
12,398 9,428
11. Creditors: Amounts Falling Due Within One Year
2022 2021
£’000 £’000
Amounts due to brokers in respect of portfolio trading – purchases 890 724
Amounts due to brokers in respect of shares repurchased by the Company 3,262 –
Other creditors and accruals 1,075 1,143
5,227 1,867
12. Bank Loan
2022 2021
£’000 £’000
Bank loan 36,700 36,700
Scotiabank Europe PLC, the provider of the Company’s loan facility, has a
fixed and floating charge over the assets of the Company as security against
any funds drawn down under the loan facility. As at 30 September 2022 the
Company was in its final few days of its three year secured fixed term
multi-currency revolving loan facility of £50 million (with an additional
£50 million available if required).
The facility was renewed on 4 October 2022 with the following new terms: Three
year secured fixed term multi-currency revolving credit facility of £60
million (with an additional £40 million available if required).
The main covenant under the loan facility required that, at each month end,
total borrowings should not exceed £100 million (2021: £100 million), Net
Asset Value must not fall below £750 million (2021: £300 million) and the
ratio of Adjusted Total Net Assets to Debt is not to be less than 4:1 (2021:
4:1). There were no breaches of the covenants during the year.
The Board has set a gearing limit which must not exceed 25% of the Company’s
net asset value. See the Strategic Report and the Report of the Directors in
the Annual Report for further details.
13. Called Up Share Capital
2022 2021
£’000 £’000
Allotted, issued and fully paid:
215,737,992 (2021: 224,991,303) ordinary shares of 25p each 53,935 56,248
9,253,311 (2021: Nil) ordinary shares of 25p held in treasury 2,313 –
224,991,303 (2021: 224,991,303) total ordinary shares of 25p each 56,248 56,248
No shares were issued by the Company during the year (2021: 7,240,000 new
shares were issued).
During the year, the Company bought back 9,253,311 shares to be held in
treasury at a cost of £76,515,000 (2021: Nil).
Between 1 October 2022 and 5 December 2022, the Company bought back a further
1,668,897 shares into treasury.
14. Capital Reserve
CAPITAL
RESERVE
INVESTMENT
CAPITAL HOLDING
RESERVE GAINS 2022 2021
REALISED UNREALISED TOTAL TOTAL
£’000 £’000 £’000 £’000
At 1 October 2021 87,717 768,169 855,886 699,693
Net gains/(losses) on investments 53,618 (209,501) (155,883) 164,020
Repurchase of shares into treasury (76,515) – (76,515) –
Expenses charged to capital (8,043) – (8,043) (7,534)
Finance costs charged to capital (512) – (512) (277)
Currency translations 14 – 14 (16)
At 30 September 2022 56,279 558,668 614,947 855,886
The amount of the capital reserve that is distributable is complex to
determine and is not necessarily the full amount of the reserve as disclosed
within these Financial Statements of £614,947,000, as at 30 September 2022
as this is subject to fair value movements and may not be readily realisable
at short notice.
15. Net Asset Value Per Share
2022 2021
Net assets (£’000) 1,830,384 2,064,658
Number of shares in issue (excluding shares held in treasury) 215,737,992 224,991,303
Net asset value per share 848.4p 917.7p
As at 30 September 2022 and 2021 there were no dilutive instruments held,
therefore the basic and diluted net asset value per share are the same.
At 30 September 2022 9,253,311 shares were held in treasury (2021: Nil).
16. Transactions with the AIFM, the Portfolio Manager and Related Parties
Details of the relationship between the Company, Frostrow and Lindsell Train
are disclosed on the Company’s website and also in the Report of the
Directors in the Annual Report.
The Company has an investment in Frostrow with a book cost of £200,000 (2021:
£975,000) and a fair value of £4,725,000 (including the AIFM capital
contribution of £125,000 (2021: £900,000)) as at 30 September 2022 (2021:
£5,200,000)). During the year Frostrow received a total of £2,678,000 in
respect of AIFM fees, of which £209,000 was outstanding at 30 September 2022.
(2021: £236,000).
The Company has an investment in The Lindsell Train Investment Trust plc,
which is managed by Lindsell Train, with a book cost of £1,000,000 (2021:
£1,000,000) and a fair value of £9,720,000 as at 30 September 2022 (2021:
£14,350,000). During the year Lindsell Train received £8,034,000 in respect
of Portfolio Management fees of which £627,000 was outstanding at 30
September 2022. (2021: £708,000).
Further details can be found in the Corporate Information section of the
Company’s website.
Details of the income received from the AIFM are disclosed in note 2 and
details of the remuneration payable to the AIFM and the Portfolio Manager are
disclosed in note 3.
Details of the fees of all Directors can be found in the Annual Report and in
note 4. Directors’ interests in the capital of the Company can be found in
the Annual Report. There were no other material transactions during the year
with the Directors of the Company.
17. Risk Management
As an investment company the Company invests in equities and other investments
for the long term so as to secure its investment objective. In pursuit of its
investment objective, the Company is exposed to a variety of risks that could
result in either a reduction in the Company’s net assets or a reduction in
the revenue returns available for distribution.
The Company’s financial instruments comprise mainly equity investments, cash
balances, borrowings, debtors and creditors that arise directly from its
operations.
The principal risks inherent in managing financial instruments are market
risk, liquidity risk and credit risk.
The principal and emerging risks of the Company and the Directors’ approach
to the management of those where the Directors consider there to be a high
inherent risk are set out in the Strategic Report.
MARKET RISK
Market risk comprises three types of risk: market price risk, interest rate
risk and currency risk.
Market Price Risk
As an investment company, performance is dependent on the performance of the
underlying companies and securities in which it invests. The market price of
investee companies’ shares is subject to their performance, supply and
demand for the shares and investor sentiment regarding the company or the
industry sector in which it operates. Consequently, market price risk is one
of the most significant risks to which the Company is exposed.
At 30 September 2022, the fair value of the Company’s assets exposed to
market price risk was £1,852,078,000 (2021: £2,071,266,000). If the fair
value of the Company’s investments at the Statement of Financial Position
date increased or decreased by 10%, while all other variables remained
constant, the capital return and net assets attributable to shareholders for
the year ended 30 September 2022 would have increased or decreased by
£185,208,000 or 85.85p per share (2021: £207,127,000 or 92.1p per share).
No derivatives or hedging instruments are currently utilised to manage market
price risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates.
Interest rate movement may affect:
* the interest payable on the Company’s variable rate borrowings
* the level of income receivable from variable interest securities and cash
deposits
* the fair value of investments of fixed rate securities
The Company’s main exposure to interest rate risk during the year ended 30
September 2022 was through its three year £50,000,000 secured multi-currency
committed revolving credit facility (with an additional £50 million facility
available if required) with Scotiabank Europe PLC which matured in early
October 2022.
Borrowings at the year end amounted to £36,700,000 (2021: £36,700,000) at an
interest rate of 3.257% (2.188% SONIA plus 1.069% margin and fees (2021:
1.033% (0.078% LIBOR plus 0.955% margin and fees))).
If the above level of borrowing was maintained for a year, a 10% increase or
decrease in SONIA: (2021: LIBOR) would decrease or increase the revenue return
by £20,000, (2021: £1,000), decrease or increase the capital return in that
year by £60,000 (2021: £2,000) and decrease or increase the net assets by
£80,000 (2021: £3,000).
The weighted average interest rate, during the year, on borrowings under the
above mentioned revolving credit facility was 1.74% (2021: 1.02%). At 30
September 2022, the Company’s financial assets and liabilities exposed to
interest rate risk were as follows:
2022 2021
WITHIN MORE THAN WITHIN MORE THAN
ONE YEAR ONE YEAR ONE YEAR ONE YEAR
£’000 £’000 £’000 £’000
Exposure to floating rates:
Assets
Cash and cash equivalents 7,835 – 22,531 –
Liabilities
Creditors: amount falling due within one year – borrowings under the loan facility (36,700) – – –
Creditors: amount falling due after more than one year – borrowings under the loan facility – – – (36,700)
Exposure to fixed rates:
Assets
Investments at fair value through profit or loss (#) 367 – 1,136 –
Liabilities – – – –
(#) Celtic 6% cumulative convertible preference shares and Frostrow Capital
LLP AIFM Capital Contribution.
Currency Risk
The Financial Statements are presented in sterling, which is the functional
and presentational currency of the Company. At 30 September 2022, the
Company’s investments, with the exception of five, were priced in sterling.
The five exceptions were: Heineken, listed in the Netherlands, Remy Cointreau
listed in France, Manchester United, Cazoo and Mondelez, all of which are
listed in the United States. The aggregate of these represents 20.8% of the
portfolio.
The AIFM and the Portfolio Manager monitor the Company’s exposure to foreign
currencies on a continuous basis and regularly report to the Board. The
Company does not hedge against foreign currency movements, but the Portfolio
Manager takes account of the risk when making investment decisions.
Income denominated in foreign currencies is converted into sterling on
receipt. The Company does not use financial instruments to mitigate the
currency exposure in the period between its receipt and the time that the
income is included in the Financial Statements.
Foreign Currency Exposure
At 30 September 2022 the Company held £181,124,000 (2021: £200,380,000) of
investments denominated in U.S. dollars and £203,900,000 (2021:
£198,566,000) in euros.
Currency Sensitivity
The following table details the sensitivity of the Company’s return after
taxation for the year to a 10% increase or decrease in the value of sterling
compared to the U.S. dollar and euro (2021: 10% increase and decrease).
The analysis is based on the Company’s foreign currency financial
instruments held at each Statement of Financial Position date.
This level of sensitivity is considered to be reasonably possible based on
observation of current market conditions and historical trends.
If sterling had weakened against the U.S. dollar and euro, as stated above,
assuming all other variables remain constant, this would have had the
following effect:
2022 2021
£’000 £’000
Impact on revenue return 299 231
Impact on capital return 43,109 44,314
Total return after tax/increase in shareholders’ funds 43,408 44,545
If sterling had strengthened against the foreign currencies as stated above,
assuming all other variables remain constant, this would have had the
following effect:
2022 2021
£’000 £’000
Impact on revenue return (245) (189)
Impact on capital return (35,288) (36,259)
Total return after tax/decrease in shareholders’ funds (35,533) (36,448)
Credit Risk
Credit risk is the risk that the counterparty to a transaction fails to
discharge its obligations under that transaction, which could result in the
Company suffering a loss. Credit risk is managed as follows:
– Investment transactions are carried out only with brokers which
are considered to have a high credit rating.
– Transactions are ordinarily undertaken on a delivery versus
payment basis whereby the Company’s custodian bank ensures that the
counterparty to any transactions entered into by the Company has delivered its
obligation before any transfer of cash or securities away from the Company is
completed.
– Any failing trades in the market are closely monitored by both the
AIFM and the Portfolio Manager.
– Cash is only held at banks that have been identified by the Board
as reputable and of high credit quality.
– Bank of New York Mellon has a credit rating of Aa2 (Moody’s) and
AA- (Fitch).
At 30 September 2022, the exposure to credit risk was £12,075,000 (2021:
£23,441,000), comprising:
2022 2021
£’000 £’000
Fixed assets:
Non-equity investments (preference shares) 242 236
Current assets:
Other receivables (amounts due from brokers) 3,998 674
Cash and cash equivalents 7,835 22,531
Total exposure to credit risk 12,075 23,441
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities.
Liquidity risk is not considered significant as the majority of the
Company’s assets are investments in quoted equities. As at 30 September 2022
it is estimated that 97.6% of the investment portfolio could be liquidated
within 30 days with 61.6% in seven days, based on current trading volumes.
Liquidity risk exposure
30 SEPTEMBER 30 SEPTEMBER
2022 2021
FINANCIAL LIABILITIES COMPRISE: £’000 £’000
Due within one month:
Balances due to brokers in respect of portfolio trading - purchases 890 724
Amounts due to brokers in respect of shares repurchased by the Company 3,262 –
Accruals 1,075 1,143
Bank loan 36,700 –
Due after three months and after one year:
Bank loan – 36,700
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial assets and financial liabilities are either carried in the Statement
of Financial Position at their fair value or at a reasonable approximation of
fair value.
VALUATION OF FINANCIAL INSTRUMENTS
The Company measures fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
asset noting that most of the Company’s investments are quoted assets, these
have been categorised as level 1 investments:
* Level 1 – quoted prices in active markets.
* Level 2 – prices of recent transactions for identical instruments.
* Level 3 – valuation techniques using observable and unobservable market
data.
The financial assets and liabilities measured at fair value in the Statement
of Financial Position are grouped into the fair value hierarchy at the
reporting date as follows:
AS AT 30 SEPTEMBER 2022 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
£’000 £’000 £’000 £’000
Equity investments 1,847,111 – – 1,847,111
Limited liability partnership interest (Frostrow) – – 4,600 4,600
Frostrow - AIFM capital contribution – – 125 125
Preference share investments 242 – – 242
1,847,353 – 4,725 1,852,078
AS AT 30 SEPTEMBER 2021 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
£’000 £’000 £’000 £’000
Equity investments 2,065,830 – – 2,065,830
Limited liability partnership interest (Frostrow) – – 4,300 4,300
Frostrow - AIFM capital contribution – – 900 900
Preference share investments 236 – – 236
2,066,066 – 5,200 2,071,266
The unquoted investment in Frostrow has been re-valued by the Directors during
the year, using two unobservable market data sources, being Frostrow’s
earnings and an agreed appropriate comparator multiple. This was the same
methodology adopted to value Frostrow as at 30 September 2021.
There have been no transfers during the year between Levels 1 and 2. A
reconciliation of fair value measurements in Level 3 is set out below.
Level 3 Reconciliation of financial assets at fair value through profit or
loss at 30 September
2022 2021
£’000 £’000
Opening fair value 5,200 3,950
Frostrow - AIFM capital contribution (repayment)/drawndown (775) 150
Total gains included in gains on investments in the Income Statement 300 1,100
Closing fair value 4,725 5,200
If the earnings used in the valuation were to increase or decrease by 10%
while all the other variables remained constant, the return and net costs
attributable to shareholders for the year ended 30 September 2022 would have
increased/decreased by £460,000 (2021: £430,000, applying the same
assumptions).
CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES
The structure of the Company’s capital is described in note 13 and details
of the Company’s reserves are shown in the Statement of Changes in Equity.
The Company’s capital management objectives are:
* to ensure that it is able to continue as a going concern; and
* to achieve capital and income growth and to provide shareholders with a
total return in excess of that of the FTSE All-Share Index through an
appropriate balance of equity and debt.
The Board, with the assistance of the AIFM and the Portfolio Manager,
regularly monitors and reviews the broad structure of the Company’s capital.
These reviews include:
* the level of gearing, set at a limit in normal market conditions, is not to
exceed 25% of the Company’s net assets, which takes account of the
Company’s position and the views of the Board, the AIFM and the Portfolio
Manager on the market;
* the extent to which revenue reserves should be retained or utilised; and
* ensuring the Company’s ability to continue as a going concern.
The Company’s objectives, policies and procedures for managing capital are
unchanged from last year.
There were no breaches by the Company during the year of the financial
covenants put in place by Scotiabank Europe plc in respect of the committed
revolving credit facility provided to the Company.
These requirements are unchanged since last year and the Company has complied
with them at all times.
18. Net Cash Inflow from Operating Activities before Interest
2022 2021
£’000 £’000
Total (loss)/return before finance charges and taxation (116,867) 197,871
Add/(deduct): capital loss/(gain) before finance charges and taxation 163,912 (156,470)
Net revenue before finance charges and taxation 47,045 41,401
Decrease/(increase) in accrued income 81 (1,111)
(Decrease)/increase in creditors (68) 30
Taxation – overseas withholding tax paid (917) (833)
AIFM, portfolio management fees and other expenses charged to capital (8,043) (7,534)
Net cash inflow from operating activities 38,098 31,953
19. Substantial Interests
At 30 September 2022 the Company held interests in 3% or more of any class of
capital in the following entities:
% OF ISSUED
SHARE
CAPITAL
2022 OR LIMITED
LIABILITY
COMPANY OR LIMITED LIABILITY PARTNERSHIP SHARES FAIR VALUE PARTNERSHIP
HELD £’000 INTEREST
A. G. Barr 4,427,500 20,145 4.0
Frostrow Capital LLP (unquoted)+ – 4,725 9.2
Manchester United 2,293,500 27,243 4.2
The Lindsell Train Investment Trust plc* 10,000 9,720 5.0
Young & Co’s Brewery (non voting shares) 1,042,282 6,191 4.3
+ Includes Frostrow Capital LLP’s AIFM Capital Contribution, fair value
£125,000.
* Also managed by Lindsell Train Limited which receives a portfolio management
fee based on the Company’s market capitalisation. The details of the fee
arrangements with the Company are detailed in the Annual Report.
20. Post Balance Sheet Event
Subsequent to the year-end, on 4 October 2022, the Company’s loan facility
with Scotiabank was renewed.
During the period from 1 October 2022 to 5 December 2022, a further 1,668,897
shares were bought back and held in treasury at a cost of £14,082,000.
FURTHER INFORMATION / GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
ACTIVE SHARE (APM)^
Active Share is expressed as a percentage and shows the extent to which a
fund’s holdings and their weightings differ from those of the fund’s
benchmark index. A fund that closely tracks its index might have a low Active
Share of less than 20% and be considered passive, while a fund with an Active
Share of 60% or higher is generally considered to be actively managed. The
Company has a distinctive strategy: a concentrated portfolio of holdings
invested across a small number of sectors and themes. Active Share helps
quantify the extent to which the portfolio differs from the benchmark index.
The Active Share performance is sourced from Morningstar.
AIC
Association of Investment Companies. The AIC represents a broad range of
investment companies, investment trusts, VCTs and other closed-ended funds.
ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD)
Agreed by the European Parliament and the Council of the European Union and
transposed into UK legislation, the AIFMD classifies certain investment
vehicles, including investment companies, as Alternative Investment Funds
(AIFs) and requires them to appoint an Alternative Investment Fund Manager
(AIFM) and depositary to manage and oversee the operations of the investment
vehicle. The Board of the Company retains responsibility for strategy,
operations and compliance and the Directors retain a fiduciary duty to
shareholders.
ALTERNATIVE PERFORMANCE MEASURE ("APM")
An Alternative Performance Measure (APM) is a numerical measure of the
Company’s current, historical or future financial performance, financial
position or cash flows other than a financial measure defined or specified in
the applicable financial framework. In selecting these Alternative Performance
Measures, the Directors considered the key objectives and expectations of
typical investors and believe that each APM gives the reader useful and
relevant information in judging the Company’s performance and in comparing
other investment companies.
BENCHMARK RETURN
Total return on the benchmark, assuming that all dividends received were
re-invested, without transaction costs, into the shares of the underlying
companies at the time the shares were quoted ex-dividend.
CHIEF OPERATING DECISION MAKER
The Chief Operating Decision Maker of the Company is considered to be the
Board of Directors. It is a Generally Accepted Accounting Principal (GAAP)
requirement to disclose who the chief operating decision maker is.
DISCOUNT OR PREMIUM (APM)
A description of the difference between the share price and the net asset
value per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is usually
expressed as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a premium. If
the share price is lower than the net asset value per share, the shares are
trading at a discount. The Board regularly reviews the level of the
discount/premium of the Company’s share price to the net asset value per
share and considers ways in which share price performance may be enhanced,
including the effectiveness of share buy-backs, where appropriate.
DISCOUNT OR PREMIUM (APM) 30 SEPTEMBER 30 SEPTEMBER
2022 2021
Share price (p) 800.0 876.0
Net asset value per share (p) 848.4 917.7
Discount 5.7% 4.5%
FTSE DISCLAIMER
“FTSE©” is a trade mark of the London Stock Exchange Group companies and
is used by FTSE International Limited under licence. All rights in the FTSE
indices and/or FTSE ratings vest in FTSE and or its licensors. Neither FTSE
nor its licensors accept any liability for any errors or omissions in the FTSE
indices and/or FTSE ratings or underlying data. No further distributions of
FTSE Data is permitted without FTSE’s express written consent.
GEARING (APM)
Gearing represents prior charges, adjusted for net current assets, expressed
as a percentage of net assets (AIC methodology). The Directors believe that it
is appropriate to show net gearing in relation to shareholders’ funds as it
represents the amount of debt funding on the investment portfolio. The gearing
policy is that borrowing will not exceed 25% of the Company’s net assets.
Prior charges includes all loans and bank overdrafts for investment purposes.
30 SEPTEMBER 30 SEPTEMBER
2022 2021
£’000 £’000
Bank loan (prior charges) (36,700) (36,700)
Net current assets 15,006 30,092
Net debt (21,694) (6,608)
Net assets 1,830,384 2,064,658
Gearing 1.2% 0.3%
LEVERAGE
For the purpose of the Alternative Investment Fund Managers (AIFM) Directive,
leverage is a method which increases the Company’s exposure, including the
borrowing of cash and the use of derivatives.
Leverage is calculated slightly differently from the AIC method of calculating
gearing in that it is expressed as a ratio between the Company’s exposure
and its net asset value. It is calculated under gross and commitment methods.
Under the gross method, exposure represents the Company’s investment
positions excluding sterling cash balances. Under the commitment method,
exposure represents the Company’s investment positions including sterling
cash balances and after certain hedging and netting positions are offset
(where applicable). For these purposes the Board has set a maximum leverage of
125% for both methods.
30 SEPTEMBER 30 SEPTEMBER
2022 2021
Gross method 101.2% 100.3%
Commitment method 101.6% 101.4%
NET ASSET VALUE (NAV)
The value of the Company’s assets, principally investments made in other
companies and cash being held, less any liabilities. The NAV is also described
as ‘shareholders’ funds’. The NAV is often expressed in pence per share
after being divided by the number of shares that have been issued. The NAV per
share is unlikely to be the same as the share price which is the price at
which the Company’s shares can be bought or sold by an investor. The share
price is determined by the relationship between the demand and supply of the
shares.
NET ASSET VALUE TOTAL RETURN PER SHARE (APM)
The theoretical total return on an investment over a specified period assuming
dividends paid to shareholders were reinvested at net asset value per share at
the time the shares were quoted ex-dividend. This is a way of measuring
investment management performance of investment companies which is not
affected by movements in discounts or premiums. The Directors regard the
Company’s net asset value total return per share as being the overall
measure of value delivered to shareholders over the long term. The Board
considers the principal comparator to be its benchmark, the FTSE All-Share
Index.
NAV TOTAL RETURN 30 SEPTEMBER 30 SEPTEMBER
2022 2021
Opening NAV per share (p) 917.7 846.2
(Decrease)/increase in NAV per share (p) (69.3) 71.5
Closing NAV per share (p) 848.4 917.7
(Decrease)/increase in NAV per share (7.6)% +8.4%
Impact of dividends re-invested* +1.8% +2.2%
NAV per share total return (5.8)% +10.6%
* The NAV total return is calculated on the assumption that the total
dividends of 17.4p (16.6p) paid by the Company during the year were reinvested
into assets of the Company at the NAV per share at the ex-dividend date. The
treasury shares held by the Company have been excluded from this calculation.
The source of this data is Morningstar who have calculated the return on an
industry comparative basis.
ONGOING CHARGES (APM)
Ongoing charges are calculated by taking the Company’s annualised operating
expenses expressed as a proportion of the average daily net asset value of the
Company over the year. The costs of buying and selling investments are
excluded, as are interest costs, taxation, cost of buying back or issuing
ordinary shares and other non-recurring costs. Ongoing charges represent the
costs that shareholders can reasonably expect to pay from one year to the
next, under normal circumstances. The Board continues to be conscious of
expenses and works hard to maintain a sensible balance between high quality
service and the cost of provision.
30 SEPTEMBER 30 SEPTEMBER
2022 2021
£’000 £’000
AIFM and portfolio management fees 10,712 11,240
Operating expenses 1,078 1,007
Total expenses 11,790 12,247
Average net assets during the year 1,973,934 1,988,069
Ongoing charges 0.60% 0.62%
PEER GROUP
Finsbury Growth & Income Trust PLC is part of the AIC’s UK Equity Income
Investment Trust Sector. The trusts in this universe are defined as trusts
whose investment objective is to achieve a total return for shareholders
through both capital and dividend growth.
REVERSE STRESS TEST
Reverse stress tests are stress tests that identify scenarios and
circumstances which would make a business unworkable and identify potential
business vulnerabilities.
SASB
The Sustainability Accounting Standards Board aims to establish
industry-specific disclosure standards across ESG topics that facilitate
communication between companies and investors about financially material,
decision-useful information.
SHARE PRICE TOTAL RETURN (APM)
The change in capital value of a company’s shares over a given period, plus
dividends paid to shareholders, expressed as a percentage of the opening
value. The assumption is that dividends paid to shareholders are re-invested
in the shares at the time the shares are quoted ex-dividend. The Directors
regard the Company’s share price total return to be a key indicator of
performance. This reflects share price growth of the Company which the Board
recognises is important to investors.
SHARE PRICE TOTAL RETURN 30 SEPTEMBER 30 SEPTEMBER
2022 2021
Opening share price share (p) 876.0 840.0
(Decrease)/increase in share price (p) (76.0) +36.0
Closing share price (p) 800.0 876.0
(Decrease)/increase in share price (8.7)% +4.3%
Impact of dividends re-invested* +3.1% +2.0%
Share price total return (5.6)% +6.3%
* The share price total return is calculated on the assumption that the total
dividends of 17.4p (16.6p) paid during the year were reinvested into shares of
the Company at the share price at the ex-dividend date.
The source is Morningstar who have calculated the return on an industry
comparative basis.
STERLING OVERNIGHT INDEX AVERAGE ("SONIA")
SONIA is an interest rate published by the Bank of England. SONIA can be seen
as the average interest rate at which a selection of financial institutions
lend to one another in British pound sterling (GBP) with a maturity of 1 day
(overnight).
STRESS TESTING
Stress testing Is a forward-looking analysis technique that considers the
impact of a variety of extreme but plausible economic scenarios on the
financial position of the Company.
TCFD
The Financial Stability Board created the Task Force on Climate-related
Financial Disclosures (”TCFD”) to improve and increase reporting of
climate-related financial information.
TREASURY SHARES
Shares previously issued by a company that have been bought back from
shareholders to be held by the company for potential sale or cancellation at a
later date. Such shares are not capable of being voted and carry no rights to
dividends.
2022 Accounts
The figures and financial information for 2022 are extracted from the Annual
Report and financial statements for the year ended 30 September 2022 and do
not constitute the statutory accounts for the year. The Annual Report and
financial statements include the Report of the Independent Auditor which is
unqualified and does not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006. The Annual Report and financial
statements have not yet been delivered to the Registrar of Companies.
2021 Accounts
The figures and financial information for 2021 are extracted from the
published Annual Report and financial statements for the period ended 30
September 2021 and do not constitute the statutory accounts for that year.
The Annual Report and financial statements have been delivered to the
Registrar of Companies and included the Report of the Independent Auditor
which was unqualified and did not contain a statement under either section
498(2) or section 498(3) of the Companies Act 2006.
Annual report and financial statements
Copies of the Annual Report and financial statements will be posted to
shareholders in mid December 2022 and will be available on the Company’s
website (www.finsburygt.com) or in hard copy format from the Company
Secretary.
The Company's Annual Report for the period ended 30 September 2022 has been
submitted to the Financial Conduct Authority and will shortly be available for
inspection on the National Storage Mechanism (NSM)
via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual General Meeting will be held on Tuesday, 17 January 2023.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
-ENDS-
For further information please contact
Victoria Hale
Company Secretary
For and on behalf of Frostrow Capital LLP
020 3170 8732
Copyright (c) 2022 PR Newswire Association,LLC. All Rights Reserved
- Announcement
- Announcement
- Announcement
- Announcement
- Announcement