REG-Finsbury Growth & Income Trust PLC: Final Results
04/12/2024 07:15
4 December 2024
Finsbury Growth & Income Trust PLC
(the “Company”)
This announcement contains regulated information
Annual Financial Report for the year ended 30 September 2024
Finsbury Growth & Income Trust PLC is a listed investment company and a
constituent of the FTSE 250. 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 net asset value per share increased by 8.2% during the financial year to
30 September 2024 on a total return basis (2023: 7.2%).
DIVIDENDS
During the year the Company paid two interim dividends totalling 19.6p (2023:
19.0p) which was an increase of 3.2%.
KEY FACTS
943.4p
Net asset value per share
2023: 891.2p (+5.8%)
861.0p
Share price
2023: 852.0p (+1.1%)
8.7%
Discount of share price to net asset value per share^
2023: 4.4%
57.7p
Return per share†
2023: 61.4p (-6.0%)
84.1%
Active Share*^
2023: 85.3%
19.6p
Total dividends per share for the year†
2023: 19.0p (+3.2%)
8.2%
Net asset value per share total return*, ^
2023: 7.2%
£1.582bn
Shareholders’ funds†
2023: £1.823bn (-13.2%)
0.61%
Ongoing charges^
2023: 0.61%
3.4%
Share price total return*, ^
2023: 7.5%
0.7%
Gearing^
2023: 0.8%
167,717,668
Number of shares in issue (excluding 57,273,635 shares held in Treasury)
2023: 204,519,434 (-18.0%) (Treasury shares 2023: 20,471,869)
* Source – Morningstar
^ Alternative Performance Measure (see glossary)
† UK GAAP Measure
FIVE YEARS SUMMARY
AS AT 30 SEPTEMBER 2020 2021 2022 2023 2024
Share price 840.0p 876.0p 800.0p 852.0p 861.0p
Net asset value per share 846.2p 917.7p 848.4p 891.2p 943.4p
Discount of Share price to net asset value per share 0.7% 4.5% 5.7% 4.4% 8.7%
YEAR ENDED 30 SEPTEMBER 2020 2021 2022 2023 2024
Share price total return * ^ (9.0)% +6.3% (5.6)% +7.5% +3.4%
Net asset value per share total return * ^ (7.7)% +10.6% (5.8)% +7.2% +8.2%
FTSE All-Share Index total return ** # (16.6)% +27.9% (4.0)% +13.8% +13.4%
Total (loss)/return per share † (67.1)p 88.0p (53.4)p 61.4p 57.7p
Dividends per share † 16.6p 17.1p 18.1p 19.0p 19.6p
* Source: Morningstar
** Source: FTSE International Limited (“FTSE”) © FTSE, 2024
# 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 2024 has been 108.4%, equivalent to a compound annual return of
7.6%. This compares with a total return of 83.6%* from the Company’s
benchmark, equivalent to a compound annual return of 6.3%*.
Key Performance Indicators (“KPIs”)
The Board uses certain financial and non-financial KPIs to monitor and assess
the performance of the Company in achieving its strategic aims.
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.
Alternative Performance Measures (“APM”)
The Board believes that each of the APMs, which are typically used within the
investment company sector, provides additional useful information to
Shareholders in order to assess the Company’s performance between reporting
periods and against its peer group. The APMs used for the year under review
are unchanged from last year. Further information on each of the APMs can be
found in the glossary.
^ Alternative Performance Measure (see glossary)
† UK GAAP Measure
* Source: Morningstar
8.2%
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 8.2% (2023: 7.2%).
19.6p
Dividends per share†
The total dividend declared for the year was 19.6 pence per share (2023: 19.0
pence per share), an increase of 3.2%.
57.7p
Return per share†
The total return per share for the year was 57.7 pence per share (2023: return
of 61.4 pence per share).
Over five years, the Company earned a total of 86.6 pence per share.
3.4%
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 3.4%
(2023: 7.5%).
8.7%
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.
At 30 September 2024 the Company’s share price stood at an 8.7% discount to
the Company’s net asset value per share (2023: 4.4% discount).
During the year, the Company bought back 36,801,766 shares into Treasury
(2023: 11,218,558) at an average price of 844.5 pence and an average discount
of 7.4%.
Since the year end to 2 December 2024 the Company has purchased a further
9,913,457 shares to be held in Treasury. As at 2 December 2024 the Company’s
discount was 8.5%.
(10.0)%pt
Relative underperformance to benchmark
Under the Company’s Business Model, a Portfolio Manager is appointed with
the capability and resources to manage the Company’s assets through asset
allocation, stock selection, gearing and risk management. The Company’s
portfolio is constructed and managed without reference to a stock market index
with the Portfolio Manager selecting investments based on their assessment of
their long-term value.
The performance of the Company relative to its benchmark and its peers is a
KPI measured by the Board on an ongoing basis.
The Company’s benchmark is the FTSE All-Share Index (total return) which
delivered a return of 13.4% (2023: 13.8%) over the year. This compares with
the Company’s share price total return of 3.4% (2023: 7.5%) resulting in a
10.0% underperformance against the benchmark.
The Board also monitors the Company’s share price return* against its AIC
peer group^. As at 30 September 2024 the Company's ranking against its peer
group of UK Equity income sector was:
Rank out of 23
Period 2024 2023
1 yr 21 14
3 yr 19 22
5 yr 21 9
10 yr 4 2
^ Alternative Performance Measure (see glossary)
* Source: Morningstar
Chairman’s Statement
Simon Hayes, Chairman
PERFORMANCE
As we approach Finsbury’s 100th anniversary and after almost ten years on
your Board I am very aware of how essential it is that investment managers
have a long-term perspective. However, managing funds over such time
horizons is inevitably difficult and I am disappointed to report another year
of underperformance by your Company when measured against the performance of
the benchmark, the FTSE All-Share Index. While the Company’s long-term track
record remains impressive, this will provide little solace to more recent
investors for whom returns will be substantially below what they may have
hoped for.
The Company’s net asset value (“NAV”) per share delivered a total return
of 8.2% over the financial year compared with a benchmark total return of
13.4%. The share price return over the same period was 3.4%, reflecting a
widening of the discount to NAV.
In the face of this ongoing period of challenging performance your Board has
continued to provide constructive challenge to the Portfolio Manager,
regularly reviewing the investment process, portfolio themes and individual
holdings throughout the year. The Board has also undertaken a series of
meetings with institutional Shareholders (representing approximately a third
of the Company’s share capital), to ascertain their views of the Company and
the extent of their continued support for the investment approach. While no
one wants to experience a prolonged period of underperformance, it is clear
that there remains significant support from investors for the Company’s
concentrated investment portfolio. No Shareholder has expressed to us any
appetite for a material change in approach.
We are grateful for this continued support but do not take it for granted.
With that in mind, and as part of broader shareholder engagement, your Board
will hold a continuation vote after the current financial year ends in
September 2025 (expected to be held at the Company’s AGM in January 2026).
This will offer all Shareholders, in particular our retail shareholders who
represent a significant proportion of our register, an opportunity to express
their support, or otherwise, for the continuation of the Company with its
current investment strategy.
In the meantime, your Board remains committed to buying back shares, as
described in more detail below, aware of the value of the additional liquidity
an active buy-back strategy offers and of the enhancement in net asset value
that buy-backs provide. In the past financial year, the Company has bought
back over £310 million worth of its own shares which is more then three times
the value bought back in 2023.
As it is always important to point out, a highly concentrated portfolio means
higher risk, particularly in the short term. At 30 September 2024, the
Company’s Active Share – a measure of how much it varies from the FTSE
All-Share Index benchmark - was 84.1% (2023: 85.3%). Such an uncorrelated
portfolio will inevitably perform very differently from the wider market,
whether positively or negatively.
I urge you to read Nick Train’s very helpful review where he discusses the
reasons for the relative underperformance and explains why he holds the top
ten holdings of the portfolio and why he is optimistic for better future
returns.
SHARE BUY-BACKS
As at 30 September 2024 the discount to NAV was 8.7% (2023: 4.4%). During the
year under review the Company bought back a total of 36,801,766 shares (18.0%
of the shares in issue) at a cost of over £310 million (2023: £97.7
million) and at an average discount of 7.4%. This resulted in the NAV per
share being 14p higher than it would otherwise have been.
As at the close of the UK market on 2 December 2024, the discount was 8.5%.
Since the year end, a further 9,913,457 shares have been bought back at a cost
of £85.3 million. As at 2 December 2024, the Company had 157,804,211 shares
in issue (excluding 67,187,092 shares held in Treasury).
While share buy-backs will not necessarily prevent a discount from widening
further, particularly in times of market volatility, they may, to a limited
extent, mitigate a widening trend. In addition, buy-backs enhance the NAV per
share for remaining Shareholders, provide some additional liquidity and help
to dampen discount volatility which can damage Shareholder returns.
Discounts are affected by many factors outside the Company’s control,
including investor sentiment towards the Company, the sector and towards
equity markets in general, 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.
Reflecting the Company’s commitment to buying back shares, the Company held
a General Meeting in August 2024 to renew Shareholder authority to buy-back
shares when it became clear that the Shareholder authority to buy-back 14.99%
of the Company’s share capital granted at the AGM in January 2024 would be
exhausted before the expected date of the 2025 AGM. The Company’s share
buy-back authority will as usual be proposed for renewal at the Company’s
Annual General Meeting to be held in January 2025.
RETURN AND DIVIDEND
The Income Statement shows a total return of 57.7p per share (2023: 61.4p)
consisting of a revenue return per share of 20.8p (2023: 20.0p) and a capital
return per share of 36.9p (2023: 41.4p).
Your Board has declared two interim dividends for the year totalling 19.6p per
share (2023: 19.0p), an increase of 3.2%. 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.
CANCELLATION OF SHARE PREMIUM ACCOUNT
On 7 August 2024, the Company’s share premium account of £1.1 billion was
cancelled pursuant to a Court Order dated 12 July 2024, in order to provide
the Company with additional distributable reserves, which can be used in the
future for all permitted purposes, including, if required, to fund share
buy-backs or other returns of capital in accordance with applicable law. This
provides the Company with more flexibility in how capital may be returned in
the future.
THE BOARD
As reported earlier this year, after nine years as a Director of the Company,
I will be standing down at the conclusion of the Company’s forthcoming
Annual General Meeting in January 2025. I am delighted that Pars Purewal, who
joined the Board in November 2022, has been chosen by my Board colleagues to
succeed me as Chairman.
I have thoroughly enjoyed my time with the Company. This is principally down
to the hard work and professionalism of colleagues at Lindsell Train and
Frostrow and the exemplary levels of commitment and engagement of my fellow
Directors. I would like to thank them all for making my job easier and wish
Pars and the team every success for the future.
CHANGE OF AUDITOR
During the year the Audit Committee led a competitive audit tender process,
which resulted in the recommendation that Deloitte LLP be appointed as the
Company’s new auditor.
ARTICLES OF ASSOCIATION
It is proposed that new Articles of Association (the “New Articles”) be
adopted with effect from the conclusion of the Annual General Meeting,
principally in order to increase the Company’s flexibility in respect of how
the Company can manage untraced Shareholders, unclaimed dividends and the
payment of dividends. The new Articles are being updated to reflect
developments in the market since the Existing Articles were adopted in 2022,
with a view to balancing the Company’s administrative burden with the need
to safeguard Shareholder rights.
A summary of the principal changes to the Existing Articles is included within
the Explanatory Notes to the Notice of Meeting.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company this year will again be held at
Guildhall, City of London EC2V 7HH (please use the Basinghall Street Entrance)
on Tuesday, 28 January 2025 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 can vote,
whether holding their shares directly or on retail platforms, are 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.
OUTLOOK
During this period of disappointing performance it is worth remembering that
the interests of Shareholders, your Board and your Portfolio Manager are
closely aligned. First, significant buy-backs at a discount increase the NAV
per share for those Shareholders who maintain their holding. Secondly, fees
are levied on the market capitalisation of the Company and not the NAV,
meaning that fees payable decline commensurately with the size of any
discount. Finally, our Portfolio Manager has continued to buy shares in the
Company. Over the last year, Nick Train has acquired 222,800 shares and
currently speaks for 3.5% of the equity of the Company (December 2023: 2.6%).
Your Board continues to fully support the Portfolio Manager’s disciplined
strategy of investing for the long term in high quality companies that own
both durable and cash generative franchises. As an investment trust, our
portfolio is permitted to be concentrated on the highest conviction ideas.
When those ideas pay off, the impact on performance will be significant. We
believe that it is only a matter of time before the Company resumes its
excellent long-term record.
It has been a privilege to serve the Company and its Shareholders and I wish
you all the very best for the future.
Simon Hayes
Chairman
3 December 2024
Investment Portfolio
PORTFOLIO SECTOR WEIGHTINGS+
2024 2023
Consumer Staples (“CS”) 28.7% 38.0%
Financials (“F”) 25.2% 22.3%
Consumer Discretionary (“CD”) 22.4% 23.4%
Industrials (“I”) 13.5% 7.9%
Technology (“T”) 10.2% 8.4%
Source: Frostrow Capital LLP
+ FTSE Industrial Classification Benchmark (“ICB”) sectors.
GEOGRAPHICAL ALLOCATION†
2024 2023
United Kingdom 97.1% 84.2%
United States of America 1.4% 7.3%
France 1.2% 4.8%
Netherlands 0.3% 3.7%
Source: Frostrow Capital LLP
† The Company’s investment policy classifies geographical location based
on where companies are listed or otherwise incorporated, domiciled or having
significant business operations.
† The Company’s Investment Policy restricts the Company from owning more
than 20% of the portfolio in overseas companies.
INVESTMENTS AS AT 30 SEPTEMBER 2024
SECTOR INVESTMENTS FAIR VALUE 1 OCTOBER 2023 £'000 NET INVEST-MENTS £'000 CAPITAL APPRE-CIATION/ (DEPRE-CIATION) £'000 FAIR VALUE 30 SEPTE-MBER 2024 £’000 % OF INVES-TMENTS TOTAL RETURN £000 CONTRIBU-TION PER SHARE (PENCE)
I Experian 144,803 (3,437) 73,954 215,320 13.5 76,694 40.9
F London Stock Exchange 212,962 (52,923) 47,018 207,057 13.0 49,702 26.5
CD RELX 227,828 (84,855) 52,741 195,714 12.3 56,410 30.1
CS Unilever 163,699 (7,507) 29,563 185,755 11.7 35,308 18.8
CS Diageo 182,495 18,059 (26,270) 174,284 10.9 (21,048) (11.2)
T Sage Group 154,066 2,634 5,281 161,981 10.2 8,370 4.5
F Hargreaves Lansdown 58,334 4,906 26,771 90,011 4.8 29,905 15.9
CD Rightmove 4,821 71,853 8,219 84,893 5.6 9,377 5.0
F Schroders 101,313 (11,776) (13,546) 75,991 5.3 (8,618) (4.6)
CD Burberry Group 147,145 (5,261) (91,349) 50,535 3.2 (86,720) (46.2)
Top 10 Investments 1,441,541 90.5
CS Fever-Tree 40,908 1,006 (13,200) 28,714 1.8 (12,606) (6.7)
CS Mondelez International# 133,956 (108,031) (3,848) 22,077 1.4 (2,499) (1.3)
CS A.G. Barr 21,702 (4,337) 4,658 22,023 1.4 5,262 2.8
CS Remy Cointreau^ 68,168 (28,672) (20,302) 19,194 1.2 (19,690) (10.5)
CD Manchester United# 37,334 (19,132) (945) 17,257 1.1 (945) (0.5)
F Rathbone Brothers 23,298 (6,418) 132 17,012 1.1 693 0.3
F The Lindsell Train Investment Trust plc 8,760 – (1,120) 7,640 0.5 (605) (0.3)
CD Celtic* 4,331 – 1,397 5,728 0.3 1,404 0.7
CS Heineken† 88,569 (83,487) 265 5,347 0.3 871 0.4
CD Young & Co's Brewery (non-voting) 7,108 (2,707) (941) 3,460 0.2 (756) (0.4)
F Frostrow Capital LLP∆** 3,725 – (500) 3,225 0.2 (14) 0.0
CD Cazoo# 79 (12) (67) – 0.0 (67) 0.0
CD Fuller Smith & Turner 1,256 (1,351) 95 – 0.0 102 0.1
Total Investments 1,836,660 (321,448) 78,006 1,593,218 100.0 120,530 64.3
Bank interest 407 0.2
Total Contributions to Total Return 120,937 64.5
Expenses, Currency Translation and Finance Charges (12,759) (6.8)
Return on Ordinary Activities after Taxation 108,178 57.7p
* Includes Celtic 6% cumulative convertible preference shares, fair value
£363,000 (2023: £267,000)
** Includes Frostrow Capital LLP AIFM Investment, fair value £125,000 (2023:
£125,000)
# Listed in the United States
^ Listed in France
† Listed in Netherlands
∆ Unquoted
Portfolio Manager’s Review
Nick Train, Lindsell Train Limited, Portfolio Manager
Periods of lacklustre performance are inevitable for all investors. When you
are in the midst of such a period, as we are, it is important to keep your
nerve and stick to your investment principles. However, it is also important
to consider, and answer honestly, searching questions about the
underperformance. Our clients excel at asking searching questions. And three
in particular have been put to us that I propose to address in this report.
1 Do we understand why we have underperformed and have we taken measures to
mitigate the risk of future underperformance?
2 Has the period of underperformance created a buying opportunity?
3 Finally, is our continuing company research generating attractive new
investment ideas?
The first question; what has been our problem? Candidly, the portfolio has
been a victim of its previous success. The peak of our relative performance
was in 2020. What drove the strong performance for much of the preceding
decade were the strong returns from our investments in consumer branded goods
owners, such as Burberry, Diageo and Unilever, amongst others. As a result of
that success the combined weight of the holdings in consumer brands was 50% of
the whole portfolio as at year-end September 2020. In hindsight, this was too
high. Covid-19 and its inflationary aftermath have been unhelpful for many
consumer companies and their share prices have fallen or stagnated, hurting
our overall investment performance. Between year ended September 2020 and
2024, for instance, Burberry’s share price has fallen 55%, Diageo is down 2%
and Unilever up only 1%. How have we responded?
Well, the headline is that exposure to consumer brands is now c.32% of the
portfolio, a marked reduction. We still like the consumer brand companies we
retain exposure to, but there are other investment themes available in the UK
stock market that we believe offer even better prospects and since 2020 we
have tilted the portfolio in their direction.
Moving on to the second question – is this a buying opportunity for your
portfolio? I would say, unequivocally, yes. And I have put my money where my
mouth is by buying more shares.
There are two aspects to my optimism. First, I want to reiterate the
attraction of investing in owners of world-class consumer brands; particularly
when you can access their shares at low prices, as is arguably the case today.
Diageo and Unilever are examples of such world-class businesses, we believe,
and we have maintained and even increased exposure to both during their recent
share price weakness. To understand the nature of the opportunity, I’d ask
Shareholders to consider the accompanying graph on page 11 of the Annual
Report which shows the share price total returns of Diageo and Unilever since
the start of the century, compared with the returns on various stock market
indices, all in Sterling. You may be surprised to see that not only have
Diageo and Unilever handsomely outperformed the UK stock market over the last
nearly quarter of a century, they have also outperformed the S&P500 and even
the NASDAQ Composite. This is the case even after Diageo and Unilever’s
disappointing performance of the last four years. Now, of course, you can
prove almost anything by cherry-picking a favourable start-date and, no doubt,
the NASDAQ Composite was at a temporary peak at the start of 2000, while
Diageo and Unilever were out of favour (interestingly, you could argue that
both those conditions pertain today). Nonetheless, it is impressive, I
contend, that both should have performed so competitively since 2000 and their
performance is consistent with the proposition that global brands as resonant
and still relevant as Guinness and Johnnie Walker or Dove and Hellmann’s can
help you get rich, albeit slowly.
The 23% total return from Unilever shares over the last 12 months is a welcome
reminder that well-run (or in Unilever’s case, better-run) consumer
companies can still reward investors.
The second reason for my optimism; I mentioned above that we have tilted the
portfolio toward investment ideas that we expect offer even better prospects
than those of consumer brand-owners. Today by far the biggest thematic
exposure, 60% of the portfolio at the year-end, is to London-listed data,
software and technology platform companies. We own six businesses –
Experian, Hargreaves Lansdown, London Stock Exchange Group (“LSEG”), RELX,
Rightmove and Sage – and I have three observations to make about the sextet.
First, even though several of them have been strong performers over the last
couple of years, particularly RELX and Sage, it is not difficult to
demonstrate the valuations they are accorded are lower than is the case for
comparable companies listed on other markets. That presents an opportunity, we
believe.
Next, that apparent undervaluation of the group has been confirmed by the fact
that two of them have received takeover bids during 2024, namely Hargreaves
Lansdown and Rightmove. It looks as though the offer for the former will
succeed, at a price 43% above where the shares traded at the end of September
2023. Meanwhile, Rightmove has successfully rebuffed a bid that was also c.43%
above its share price of a year ago.
I invite Shareholders to review the table below. It illustrates why we remain
so optimistic about the prospect for future gains from this part of the
portfolio. The table draws on research done by Bank of America in 2023, that
sought to identify the criteria likely to help companies become beneficiaries
of, rather than losers from, developments in Artificial Intelligence. To be
clear, Bank of America provided the framework, but the company analysis is
ours. The top criteria for AI success, according to Bank of America, is
ownership of large amounts of proprietary data. If a company owns or generates
data that others cannot, then that company has the opportunity to derive
unique insights from that data and create new commercial opportunities. It is
said in the 21st century that “data is the new oil”. The proprietary data
curated by, in particular, Experian, LSEG, RELX and Rightmove has already made
these businesses world-class in their respective fields. We hope new tools,
for instance Sage’s AI-powered accounting tool Copilot, will accelerate all
these companies’ growth as we get deeper into the 21st century.
I have no doubt that the increase to our Digital Winners has improved the
quality of the portfolio. At 30 September 2024 and based on figures from
Bloomberg, we calculate an average Return on Equity (ROE) of 30% for the
portfolio, the highest level it has been for a number of years, and notably
higher than for the average of the UK stock market, of 9%. In the long run,
ROE is a good measure of the quality of a company, the higher the better. Over
time we must believe the superior business returns earned by our portfolio
companies will lead to superior share price returns too. The question then is
whether we are overpaying for such quality. We don’t think so. The
portfolio’s 12 month forward Price-to- Earnings (P/E) ratio of 22x is higher
than the Index at 12x, though by a lesser degree than the ROE. And whilst the
ROE of the portfolio has increased, the P/E premium compared to the market has
fallen more recently. This is of course no guarantee of future performance,
but it does gives us confidence that we own high quality companies at what to
us appear to be reasonable valuations.
Finally, the third question, are we unearthing new investment ideas? The
answer is “yes”, even if it is relatively rare for us to initiate new
holdings. I have always worked on the Warren Buffet principle that often the
best thing to do with investible funds is to buy more of what you already own
(assuming what you own is of high quality). Nonetheless, when we do have
compelling new ideas we back them with conviction. There have been three
initiations since 2020 – Experian, Fever-Tree and, more recently, Rightmove.
We are currently having to be patient with Fever-Tree, as investors wait to
see whether the brand can replicate its domestic success internationally (we
believe it can). Meanwhile, Experian has become one of the top-3 holdings in
the portfolio and is, we believe, a relatively rare thing – a world-class
data business listed on the London stock market. The accompanying chart within
the Annual Report shows the long-term investment success of Experian, since it
listed in 2006; but note the sideways period for its shares between 2021 and
2024, a period that allowed us to accumulate the holding. Subsequently
Experian’s share price has hit new highs and we are hoping for much more.
So far as Rightmove is concerned, we believe the company was right to resist
being taken over. Certainly we did not buy it in the expectation of a quick
bounce, but rather hope to benefit from years of profitable growth as the
company innovates new services for home buyers and agents.
Experian
Over 180 million individuals around the world now voluntarily provide Experian
with their personal financial data, in return for credit scores and other
services. This is a unique asset for Experian, which makes its data services
increasingly valuable to its banking customers.
We purchased Experian in 2020 and as you can see from the chart in the Annual
Report, concerns over interest rates and the credit cycle have allowed us to
build the position at a lower price over the past four years. The shares have
been much stronger in 2024 though we are hopeful there’s much more to come
from the company.
LSEG
According to LSEG it can now offer a wider range of crucial services to global
financial institutions than any of its competitors. This means its customers
can derive cost savings and business efficiencies when they subscribe to more
of its services. New products derived from LSEG’s joint venture with
Microsoft (and soon to be released) are likely to make its services even more
crucial to its customers. LSEG’s shares hit a high in February 2021 of £98,
then spent three years trading sideways to down. It wasn’t until August 2024
that they pushed through that level and are now trading well above £100. The
shares are up 24x since LSEG listed back in 2001 and while a repeat of that
return over the next couple of decades seems far-fetched today, there is no
doubt LSEG has a big growth opportunity and is highly profitable. That
combination can lead to outsize investment returns.
RELX
Scientists, lawyers and risk consultants around the world are increasingly
reliant on RELX’s data and software. The company is a trusted and credible
provider of AI-enhanced services to those communities and this offers it the
prospect of accelerating revenue growth. It is noteworthy that RELX’s market
capitalisation is now higher than BP’s, making it the fifth biggest company
on the London market. Perhaps data really is the new oil.
Diageo
Diageo is contending with a variety of headwinds that have hurt its share
price in 2024. To us these are predominantly cyclical not structural. We
prefer to focus on the company’s structural advantages. Specifically that
Scotch, Irish Stout and Tequila are Diageo’s three biggest categories, where
the company has world-class brands and, as a result, a growth opportunity not
available to its competitors. We also believe the long-term propensity for
individuals to drink less alcohol, but to drink higher quality alcohol is
likely to continue and is advantageous for Diageo, as the world’s biggest
premium alcoholic beverage company.
Schroders
We support Schroders’ strategy of shifting its business toward higher profit
margin investment services, such as Private Equity and Private Wealth and
believe the company has made more progress with this strategy than its current
depressed share price suggests.
Sage
In 2017 Sage acquired a US cloud-computing business called Intacct. This was
transformative for the company. Intacct’s subsequent success has helped
return Sage’s overall business to double digit revenue growth and there
remains a big opportunity for Intacct in its home market and internationally.
Unilever
The energy and improved execution of a new management team has reminded
investors of Unilever’s formidable strengths. Its existing global brands are
already very valuable, but there is a further opportunity to use its
innovation and distribution capabilities and marketing expertise to create or
acquire new brands and give them global scale. Unilever’s fast-growing
Health, Wellbeing and Premium Beauty brands are pertinent examples.
Rightmove
The investment appeal of Rightmove’s business was recently confirmed by the
bids the company received from Australian peer REA. We believe that, like us,
REA was attracted by Rightmove’s dominant market position in property
classified advertising and by the growth opportunities presented to Rightmove
from selling additional services to property agents and home buyers
themselves. We were relieved in the end the bids did not eventuate, because we
believe Rightmove is at the early stages of a multi-year period of growth and
losing that potential would have been a shame for Shareholders (and, indeed,
for the UK stock market).
Hargreaves Lansdown
It is likely we will lose this investment to takeover in early 2025 and it is
likely we will replace it with new holdings with similar business
characteristics. Specifically, we are interested in companies that are
technology-driven and own or create unique data sets.
Burberry
All Burberry Shareholders, including us, were shocked by the fall in its share
price and the severity of the profit decline now forecast for 2024. After
extensive engagement with the company, discussions with industry experts and a
detailed review of the investment case we find ourselves in agreement with the
opinion of Burberry’s new CEO. In his view, Burberry should be one of the
top four or five most valuable luxury brands in the world, based on its
heritage and purpose-led products (outerwear). If he is right, Burberry’s
current market value is far too low and we have retained the holding.
Since the year end we have added two new positions to the portfolio, though,
we are not yet ready to reveal their identity at this stage given we are still
building them from low levels. All I will say is that, as you might expect,
the long period of disappointing returns from the UK stock market has thrown
up interesting opportunities, with world-class companies languishing at
attractive valuations. That proposition is confirmed by the decision we have
taken to reduce the non-UK holdings in the portfolio. The Company’s
weighting to UK-listed companies has increased from 81% to 97% in the five
years to year-end September 2024. The UK and, in particular, the key UK
holdings in this portfolio offer world-beating value, in our opinion.
TOP TEN HOLDINGS
The portfolio is concentrated, with the top ten holdings accounting for c.90%
of portfolio value at the year end. Given that concentration it is appropriate
to provide an account of the opportunity we see for each of the ten. I ask
Shareholders to note how many of these are global businesses, with big global
growth opportunities. The London stock market boasts more truly impressive
global companies than its reputation implies. Also note the wide range of
geographic markets and industries these companies serve. This means the
portfolio is more diverse than the tight number of individual holdings
suggests.
CONCLUSION
I share in your Board’s disappointment with recent performance and
acknowledge this has been a frustrating period for Shareholders. But I remain
convinced that the best way we can get the NAV and share price moving up again
is to implement the same investment approach that generated good returns for
Shareholders in the 20 years prior to 2021. That is, to run a concentrated
portfolio, built around the shares of exceptional UK companies.
It remains a great privilege to me to be responsible for the management of the
Company’s portfolio, and thereby the precious savings of many investors,
including my own. I told you last year that skin in the game is no guarantee
of superior investment performance, and the last 12 months have unfortunately
proven that correct. But I continue to increase my personal holding in the
Company. Why?. It is true that I believe an alignment of interest between
investment manager and investor is important, but to be candid that is not my
main motivation. When I look at the portfolio today, I am more enthused about
its prospects – and by association the UK stock market – than at any
time this century. I have increased my holding because LSEG, Experian, Diageo,
Sage and RELX (and I could go on), not only happen to be listed on the London
market, but are genuine world class companies with substantive growth
opportunities in front of them. Finsbury Growth & Income Trust PLC holds those
businesses in big quantities, and if our analysis of them is right, the impact
on returns in the coming years will be very significant indeed.
Nick Train
Director, Lindsell Train Limited
Portfolio Manager
3 December 2024
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.
PORTFOLIO STRUCTURE AS AT 30 SEPTEMBER 2024
97.1% 2023: 84.2% Invested in UK domiciled companies 2.9% 2023: 15.8% Invested globally 93.4% 2023: 91.9% FTSE 100 companies (and comparable overseas companies)
90.5% 2023: 84.7% Top ten holdings 0.7% 2023: 0.8%^ Gearing^ 84.1% 2023: 85.3% ^ Active Share ^
^ Please see Glossary of Terms and Alternative Performance Measures.
The Strategic Report has been prepared for Shareholders to assess how the
Directors have carried out their duty to promote the success of the Company.
It also considers the principal risks and uncertainties facing the Company.
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 there are 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 as well as corporate governance matters.
STRATEGY FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
During the year, the Board, AIFM and the Portfolio Manager undertook all ESG,
strategic and administrative activities.
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 the
Net Zero Asset Managers initiative (“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.
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 is likely to be more
volatile and carry more 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 publishes its Active Share scores 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.
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 fund or investment company managed by
Lindsell Train Limited without the prior approval of the Board.
In accordance with the UK Listing Rules of the Financial Conduct Authority
(“FCA”), the Company can only make a material change to its investment
policy with the approval of its Shareholders and HMRC.
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 remains supportive of the
Portfolio Manager’s view. Please refer to the Chairman’s Statement for
further information.
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 their
assessment of their long-term value.
PROSPECTS
The Board continues to 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 128.2% compared with a total
return from the Company’s benchmark index of 83.6%.
^ Alternative Performance Measure (see glossary)
Principal Risks, Emerging Risks and Risk Management
The Board is responsible for managing the risks faced by the Company. Through
delegation to the Audit Committee, the Board has established procedures to
manage risk, to review the Company’s internal control framework and to
establish the level and nature of the principal risks the Company is prepared
to accept in order to achieve its long-term strategic objective. At least once
a year the Audit Committee carries out a robust detailed assessment of the
principal and emerging risks.
A risk management process has been established to identify and assess risks,
their likelihood and the possible severity of impact. Further information is
provided in the Audit Committee within the Annual Report.
These principal risks and the ways they are managed or mitigated are set out
as follows
For each risk identified, during the year the Audit Committee considers both
the likelihood and impact of the risk and then assigns an inherent risk score.
The scoring of the risk is then reconsidered once the respective key
mitigations are applied and a residual risk score is assigned.
The Board’s policy on risk management has not materially changed during the
course of the reporting period and up to the year end.
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 within the Annual Report.
THE COMPANY'S APPROACH TO RISK MANAGEMENT
Change in inherent risk assessment over the last financial year: No change,
Decreased, Increased, New risk included during the year
Principal Risks and Uncertainties Change Key Mitigations
Corporate Strategy The Company’s investment objective or the UK Equity Income sector becomes unattractive to Shareholders. 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. Frostrow meets regularly with major Shareholders on the Company’s behalf. In addition, the
Chairman, the incoming 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.
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. During the year the majority of the shares available under the buy-back authority granted at the 2024 AGM were bought back and the Company
held a General Meeting on 23 August 2024 where shareholder authority was obtained to buy back a further 25,779,973 shares on the same basis. The Board continues to keep
this matter under close review and receives feedback from the Company’s broker and major Shareholders.
Investment Strategy and Activity The departure of a key individual at the Portfolio Manager may affect the Company’s performance. 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.
Prolonged underperformance against the Benchmark. The Board challenges the Portfolio Manager on 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.
A major geopolitical or natural event such as war, terrorism, natural disaster or pandemic, and the financial, monetary and/or political responses to such events may have an adverse impact on the revenues and operations of portfolio companies to the extent that they may no longer promise returns sufficient to meet the Company’s investment objective. Portfolio companies experience a reduction in share price and dividends. The Board reviews the performance of the portfolio against the benchmark and the Company’s peer group at every meeting. The Board holds frequent portfolio update meetings
with the Portfolio Manager in addition to Board meetings. The Portfolio Manager regularly engages with the portfolio companies to discuss any matters of concern that may
effect operational resilience.
The investment approach is not aligned with shareholder expectations in relation to 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.
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 the NZAM initiative 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.
Operational Service providers to the Company deliver poor performance or fail to meet their contractual obligations to the Company, include errors or irregularities in information published on behalf of the Company. The Board reviews all information supplied to Shareholders and the AIFM’s marketing activity at each meeting. The AIFM’s daily controls ensure accurate publication of
information. The Board receives regular updates from the AIFM of press references to the Company and its major service providers, as well as regular news on sector
developments from the Company’s broker and the AIC. The Board has the ability to replace any service provider which may be the source of reputational concerns. The Audit
Committee receives assurance from all service providers that they have adequate business continuity plans and internal controls in place. These controls are reviewed by
the AIFM who also meets with the Company’s principal service providers during the year.
Financial Fraud (including unauthorised payments and cyber crime) occurs leading to a loss. Risk of increased cyber crime on the portfolio companies which could lead to the potential loss of confidential data and impact the confidentiality, integrity or availability of data and systems, potentially resulting in financial losses. 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 assurances that there have been no instances of fraud or bribery. The Board reviews
the cyber security policies of all service providers.
The Company is exposed to market price risk (i.e. performance of investee companies’ shares). 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.
Accounting, Legal and Regulatory The Company and/or the Directors fail to comply with their legal and regulatory obligations. 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. 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 Investment Funds 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 AIFM presents a quarterly report on changes in the regulatory
environment, including AIC updates, and how changes have been addressed.
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
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.
The Audit Committee regularly reviews the risk register. The scoring of each
risk and any emerging risks are discussed in detail as part of this process to
ensure that emerging as well as known risks are identified and, so far as
practicable, mitigated.
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.
As well as offering investment opportunities, the Board believes the
development and exploration of technological breakthroughs, such as artificial
intelligence, may damage the revenue and operations of portfolio companies to
the extent that they no longer offer the promise of returns consistent with
the Company’s investment objective.
During the year, the Board identified the global standing of the London Stock
Exchange as an emerging risk. International competition for new listings and a
significant number of market departures could mean it is harder for a UK
equity strategy to capture exposure to important global growth themes.
To mitigate these risks the Board holds monthly portfolio update meetings with
the Portfolio Manager, who continues to monitor the situation closely.
The Committee will continue to review newly emerging risks that arise from
time to time to ensure that the implications for the Company are properly
assessed and mitigating controls introduced where necessary.
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
The Directors have carefully assessed the Company’s financial position and
prospects as well as the principal risks facing the Company 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 outlook
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 and notes the
following:
* The portfolio is principally comprised of investments traded on major
international stock exchanges. Based on current trading volumes, 98.1% of the
current portfolio could be liquidated within 30 trading days, with 79.6% in
seven days, and there is no expectation that the nature of the investments
held within the portfolio will be materially different in future;
* With an ongoing charges ratio of 0.61%, 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;
* Expenses of the Company are covered more than four times by investment
income;
* The closed-ended nature of the Company means that, unlike an open-ended
fund, it does not need to realise investments when Shareholders wish to sell
their shares;
* The founder directors of Lindsell Train Limited have given their verbal
assurance that they remain committed to Lindsell Train Limited for at least
seven years on a rolling basis; 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 be satisfactory.
The Board’s long-term view of viability will, of course, be updated each
year in the Company’s Annual Report.
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.
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: * The Annual General
Meeting
* The Chairman, the incoming Chairman and the Senior Independent Director make themselves available to engage with Shareholders
* The Chairman writes to major Shareholders each year offering them the opportunity to meet with himself and the Senior Independent Director.
* The Company’s website hosts reports, video interviews with the Portfolio Manager and monthly fact sheets
* One-on-one investor meetings facilitated by Frostrow who actively engage with professional investors, typically discretionary wealth managers, some institutions and a
range of execution-only platforms. Regular engagement helps to attract new investors and retain existing Shareholders, and over time results in a stable share register
made up of diverse, long-term holders
* The Board will explain in its announcement of the results of the AGM the actions it intends to take to consult Shareholders in order to understand the reasons behind
any significant (defined for this purpose as 20% or more) votes against resolutions. Following the consultation, an update will be published no later than six months
after the AGM and the Annual Report will detail the impact the Shareholder feedback has had on any decisions the Board has taken and any actions or resolutions proposed
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 meets regularly with representatives of the Portfolio Manager throughout the year, with quarterly presentations and also monthly performance and compliance
* better understand the internal controls in place at Lindsell Train. 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 Board ensures that the Portfolio Manager's ESG approach meets standards set by the Board. the future. The Board receives regular updates from the Portfolio Manager concerning engagement on ESG matters with the companies within the portfolio. The Audit
Committee also meets with members of the risk management and investment compliance teams at Lindsell Train to better understand the Portfolio Manager’s internal controls.
The Audit Committee reviews Lindsell Train’s control reports annually. 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 Board holds at least one meeting at the
offices of Lindsell Train each year, where Directors meet with members of the Lindsell Train team.
Other 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. The Audit Committee reviews Frostrow’s AAF controls report
annually and no issues have been identified.
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.
Key areas of engagement Main decisions and actions taken
Investors The impact of market volatility caused by certain geopolitical events on the portfolio. Shareholders are provided with performance updates via the Company’s website as well as the annual and half-year financial reports and monthly factsheets.
Ongoing dialogue with Shareholders concerning the strategy of the Company, performance and the portfolio. The Portfolio Manager and Frostrow meet regularly with Shareholders and potential investors to discuss the Company’s strategy, performance and portfolio. Both the Portfolio Manager and Frostrow also engage with the Press on the Company’s behalf. The Chairman, the incoming Chairman and Senior Independent Director, accompanied by members of the Frostrow team, met with representatives from major Shareholders to discuss, amongst other things, shareholder engagement. Further details concerning ongoing discussions with major Shareholders can be found in the Chairman’s Statement.
Share price performance The Board reviews the Company’s share price discount/premium on a daily basis and has a share buy-back policy, which during the year resulted in 36,801,766 shares being bought back. Details of the Company’s share issuance and buy-back policy can be found on the Company’s website.
Portfolio Manager Portfolio composition, performance, ESG matters, outlook, and business updates. The Portfolio Manager has set ESG targets and engages regularly with investee companies’ executive management. The Board receives quarterly ESG updates from the Portfolio Manager. During the year the Board engaged with the Portfolio Manager concerning the outcome of the potential sale of Hargreaves Lansdown.
The impact of market volatility upon their business and how some companies in the portfolio have sought to take advantage of the increase of digitisation and AI. The integration of ESG into the Portfolio Manager’s investment processes. 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.
Climate Change During the year the Audit Committee considered the Portfolio Manager’s assessment of 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.
Other service providers As an externally managed investment company, the Company does not have employees. Its main stakeholders therefore comprise its Shareholders and a small number of service providers. The Board has delegated a wide range of activities The Board met regularly with Frostrow (the AIFM), representatives of which attend every Board meeting to provide updates on risk management, accounting, administration and corporate governance matters. 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 The Lindsell Train Investment Trust plc. Further details can be found on the Company’s website.
to external agents, in addition to the Portfolio Manager. These services include AIFM, investment administration, management and financial accounting, Company Secretarial and certain other administrative requirements and registration services. Each of
these contracts was entered into after full and proper consideration by the Board of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company. 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.
Auditor During the year the Audit Committee led a competitive audit tender process, which resulted in the recommendation that Deloitte LLP be appointed as the Company’s new auditor. The Audit Committee met with Deloitte LLP to review the audit plan for the year, agree their remuneration, review the outcome of the annual audit and to assess the quality and effectiveness of the audit process.
The Company’s Lender Continued compliance with covenants set out within the loan agreement between the Company and the lender. The Board ensures compliance with loan covenants throughout the year.
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 initiative in December 2021.
LINDSELL TRAIN’S POLICY
ESG integration
Sustainability Key To Long-Term Investing
At the heart of the investment approach at Lindsell Train Limited (“Lindsell
Train”) is a conviction that inefficiencies exist in the valuation of
‘exceptional’ companies. Specifically, Lindsell Train believes that
durable, cash generative franchises are not only rare but also appear to be
undervalued by other investors for most of the time. Nick Train and the
investment team invest in such ‘exceptional’ companies with the
expectation of holding them for the very long term. It is the resultant
long-term partnerships that they build with portfolio companies that form the
cornerstone of their approach to ESG and Responsible Investing.
The truly strategic time horizon (note that the long-term turnover of the
Company is under 5%, which implies an average holding period of 20 years)
means the investment team at Lindsell Train must be continually alert to all
relevant long-term issues, with the objective of pre-empting risk and
enhancing returns. Hence the consideration of all ESG factors which might
affect holdings and potential holdings has always been central to the
investment approach. Historically, Lindsell Train has typically found that
‘exceptional’ companies tend to exhibit characteristics associated with
good corporate governance and responsible business practices.
The average age of holdings currently held in the Company is over
146 years*
* excluding Frostrow Capital LLP and The Lindsell Train Investment Trust plc
In Lindsell Train’s experience, companies with poor corporate governance do
not tend to have such longevity.
Furthermore, Lindsell Train argues 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.
Lindsell Train’s initial analysis and ongoing company engagement strategy
seeks to incorporate all sustainability factors that they believe 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
(Sentinel) of risk factors in order to centralise and codify the team’s
views, as well as to prioritize Lindsell Train’s ongoing research and
engagement work and is cross-referenced with the SASB Materiality Map ©.
If, as a result of this assessment, Lindsell Train 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 the investment team’s valuation of that
company, which alongside the team’s more qualitative research will influence
any final portfolio decisions (for example, whether Lindsell Train starts a
new position or sell out of an existing holding).
CASE STUDY
ESG EVALUATION FOR INVESTMENT BUY CASE
Lindsell Train’s long-term investment approach means that it seldom buys and
sells new holdings. Indeed, over the past five years, Portfolio Manager Nick
Train has only added three new companies to the Company’s portfolio. The
most recent of these was Rightmove, which was first bought in Q4 2023.
Consideration of ESG risk and opportunity is integrated into the
pre-investment work that Lindsell Train does on all holdings, and indeed
Rightmove has been monitored on Sentinel – Lindsell Train’s ESG risk and
opportunity database – for a number of years, as it has long been considered
a serious potential investment.
As with existing holdings, any ESG risk that Lindsell Train deems to be
materially significant requires careful assessment to ensure that the
investment team is comfortable that it does not pose an existential threat to
the business. In the case of Rightmove, the UK’s largest online property
portal, Lindsell Train identified no ESG risks that the team deemed materially
significant. Perhaps the key risk – common to all data owners – is the
potential for leakage of sensitive information (Rightmove’s customers are
estate agents, who ultimately deal with details of individuals’ houses),
necessitating the robust cyber security measures the company has in place. But
having this unique view into the housing market also brings opportunity, as
political changes drive more demand for data on properties – for example the
mandatory displaying of Energy Performance Certificate (“EPC”) ratings on
all houses put on the market – and Rightmove has more data than anybody in
the UK.
As a capital-light, primarily digital company with low carbon emissions,
Rightmove’s inclusion marginally decreases the weighted carbon footprint of
the Portfolio. Additionally, from a net zero alignment perspective, Rightmove
is currently “Aligning”, which suggests that the company is moving in the
right direction; however we will engage with management to encourage further
progress.
Positive / Negative Screening
The characteristics that Lindsell Train seeks in its investee companies means
that it typically invests in a fairly narrow set of sectors and industries,
and avoids others altogether. For example, Lindsell Train has typically
avoided:
* capital intensive industries (energy, commodities or mining) or any
companies involved in the extraction and production of coal, oil or natural
gas. The Company’s exposure to the Energy sector is 0%.
* 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. The Company’s exposure to Tobacco,
Gambling and Arms Manufacturers is 0%.
COMPANY SECTOR/INDUSTRY EXPOSURE
Consumer Staples (“CS”) 28.7%
Financials (“F”) 25.2%
Consumer Discretionary (“CD”) 22.4%
Industrials (“I”) 13.5%
Technology (“T”) 10.2%
Source: Frostrow Capital LLP
Similarly, Lindsell Train’s investment approach has steered Nick Train (who
is also Chairman of Lindsell Train’s ESG Committee) and the investment team
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 developing best practice
(e.g., Diageo, Mondelez). 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.
Furthermore, through its engagement strategy, Lindsell Train increasingly
seeks to encourage and support its companies to meet their own ESG commitments
with the aim of improving standards and enhancing returns. Thus Lindsell
Train’s evaluation of ESG factors is a natural part of its investment
process and the exercise of its stewardship responsibilities is integral to
the research process.
Climate Change
The risks associated with climate change 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’s that seeks to protect its
clients’ capital for decades to come. That said, evidently the transition to
a low-carbon economy will affect some sectors more than others and typically
Lindsell Train avoids those sectors that are most notably capital-intensive
industries and companies involved in the extraction and production of coal,
oil or natural gas. As a result, we are pleased to note that the Trust
continues to have a significantly lower than average weighted average carbon
intensity than its comparable benchmarks.
Lindsell Train 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. During 2024, Lindsell Train published TCFD Product
Reports ahead of the FCA’s deadline, including for the Company. The report
can be found on the Company’s website, and includes analysis on the
Trust’s Scope 1, 2 & 3 emissions relative to the benchmark.
As a relatively small company with a single office location and fewer than 30
employees, Lindsell Train’s climate exposure comes predominantly from the
investment portfolios that it manages on behalf of its clients. Lindsell Train
recognises the systemic risk posed by climate change and the potential
financial impacts associated with a transition to a low-carbon economy. To
help address this, Lindsell Train became a signatory of the Net Zero Asset
Managers (“NZAM”) initiative in December 2021, which affirms its
commitment to support the goal of net zero greenhouse gas emissions by 2050 or
sooner. In line with this ambition, Lindsell Train published a 2030 interim
target in Q4 2022 which has since been approved by The Institutional Investors
Group on Climate Change (“IIGCC”). Lindsell Train selected to use the
Paris Aligned Investment Initiative Net Zero Investment Framework (“NZIF”)
target setting approach. Of the four specific targets recommended by NZIF,
Lindsell Train believed it most appropriate to adopt a portfolio coverage
target, given the strategic nature of its approach and the well below average
carbon footprints of its investee companies. Lindsell Train has targeted 55%
of its asset-weighted committed1 assets to be considered Aligned2 by 2030, as
set out by the PAII Net Zero Investment Framework. This represents a c.50%
improvement from its baseline of 36% of assets being Aligned as of 2022,
consistent with a fair share of the 50% global reduction in CO2 identified as
a requirement in the Intergovernmental Panel on Climate Change (“IPCC”)
special report on global warming of 1.5°C.
With regards to the current status of Lindsell Train portfolios, Lindsell
Train has not yet formally published its progress as at 2024; however Lindsell
Train has committed to do so in early 2025 once it has had a chance to digest
the revised Net Zero Investment Framework “NZIF 2.0”, which was released
in June this year.
Whilst Lindsell Train has not formally published a figure for 2024 at a
portfolio level, it has been encouraged by the progress of a number of
companies over the past year, including some that are held in the Trust. Our
engagement work this year has shown that the introduction of mandatory TCFD
reporting has had the desired effect of driving progress and supporting
consistency of reporting. Where action is not mandated, there is a risk that
certain companies or geographies fail to prepare appropriately for the costs
and business risks brought about by the climate emergency’s physical and
transition risks.
Two years on from having measured our baseline and set our interim target, we
are pleased with the progress that has been made by the companies within the
portfolio. The chart within the Annual Report shows the progress made by all
strategies at Lindsell Train, including the UK Equity Strategy of which the
Company forms a part. The proportion of companies aligned, aligning, committed
to aligning and not aligned remained broadly unchanged over the two years,
though we have identified examples where companies have made progress. For
example, Young & Co Brewery has advanced from “Committed to Aligning” to
the “Aligning” stage. If there are cases of companies not making adequate
progress, we will continue to remind management of our expectations and point
them to similar companies where we have identified improvements, to encourage
collaboration, as well as supplying details of potentially useful ‘gold
standard’ resources such as the Science Based Targets Initiative.
Lindsell Train’s clients have urged it to set realistic targets and the
investment team feel strongly that targets should be set in line with industry
expectation, which they truly believe are achievable and will therefore strive
to meet or better. The 55% target figure is above the IIGCC’s recommendation
that 50% of portfolio companies should be “Aligned” by 2030 and is also
philosophically in line with the requirement to deliver a fair share of the
50% global reduction in CO2 emissions by 2030, identified as a requirement in
the IPCC special report on global warming of 1.5°C.
Further information on Lindsell Train’s TCFD related disclosures can be
found in its 2023 TCFD Report, which can be found on Lindsell Train’s
website.
Engagement
Where Lindsell Train has specific concerns with management’s strategy,
company performance (financial and non-financial), or risk profile, or where
it deems it necessary to protect its clients’ interests, the investment team
will proactively engage with management. Lindsell Train will consider the
individual circumstances of the company and the issue at hand, in order to
determine realistic objectives and define the scope of our engagement,
ensuring that:
* The objective is suitably focused on long-term value preservation and
creation
* The objective is specific and there is clarity around delivery
* The objective is realistic and achievable
In most circumstances Lindsell Train arranges a meeting with senior
management, board members, or if appropriate with the company chairperson or
the senior non-executive director. The feedback from these meetings is then
discussed amongst the Investment Team. In some instances, the matter on which
it is engaging is swiftly resolved, and in other cases, the response may be a
multistage, multi-year process. As long as the dialogue is constructive and
ongoing, and management clearly outline a proposed course of action, Lindsell
Train is typically comfortable with a longer timeline to resolution. Where
this is not the case, it will consider escalating our engagement.
The long-term approach generally leads Lindsell Train to be supportive of
company management; however, where required and if in the best interests of
our clients, Lindsell Train will try to influence management on specific
matters or policies. Lindsell Train’s intention is to have open and
constructive dialogue with management and board members, in order to broaden
its knowledge of the company’s strategy and operations and to ensure any
concerns it might have are assuaged. Given Lindsell Train often builds up
large, long-term, stakes in the businesses in which it invests, Lindsell Train
finds that management are open to (and very often encourage) engaging with the
Investment Team. As mentioned above, constructive dialogue has more often than
not resulted in satisfactory outcomes, thus limiting the need for escalation.
During the year, Lindsell Train engaged with 13 companies held within the
Company’s portfolio on a wide range of environmental, social and governance
issues, there were 25 engagements in total.
CASE STUDY
ENGAGEMENT CASE STUDY
Company name: Unilever
Year Founded: 1929
Year FGT first invested: 2000
Sector: Consumer Staples
Engagement topics: Capital Allocation & Strategy and Reputation
Date of engagements: July 2024
Engagement format: Call
Reason for Engagement: Ongoing engagement regarding Unilever’s capital
allocation and strategy.
During the second half of 2023, the Lindsell Train investment team engaged
with Unilever on its decision to retain its presence in Russia, and changes to
capital allocation & strategy. On Russia, it sought justification for this
decision and, whilst the team recognises that there was no easy choice,
Lindsell Train conveyed its expectation that management would keep the
situation under active review with the hope of finding the ‘least worst’
outcome.
As we are long-term holders of Unilever in both our UK and Global strategy, we
have continued to engage regularly with management over our holding period.
During 2024, we closely monitored Unilever’s position in Russia and were
pleased to receive confirmation that the company had completed the sale of the
Russian subsidiary during October this year.
Separately, during Q3 2024, following news that Unilever will spin off its ice
cream business, we reignited our engagement with CFO, Fernando Fernandes, to
review capital allocation and strategic priorities. We were particularly
interested to understand why Unilever continues to maintain substantial debt
on its balance sheet. Fernandes reconfirmed Unilever’s capital allocation
policy, which remains unchanged, noting that the business priority remains
focused on increasing volume growth to 2+%, up from 1% at present. From a
strategic perspective, the CFO is acutely alert to the need to be in premium
segments with global scalability and so future capital allocation will be
fundamentally concentrated in the US and India where the largest opportunities
exist. Similarly, prestige beauty represents one third of growth in Health &
Wellbeing and will be c.8% of revenue once ice cream is gone. This is a strong
business which has grown for 14 consecutive quarters, but management is aiming
for it to be a £10bn business and so ensuring adequate capital allocation to
priority segments such as this is important.
Next steps: The engagement regarding Unilever’s capital allocation and
strategy has been productive and insightful. But as with all our companies we
will continue to monitor progress closely and engage with management on
aspects of their corporate strategy on an ongoing basis.
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 Investment Team 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 Lindsell Train by its clients.
Voting record for companies held in Finsbury Growth & Income Trust PLC:
Management Proposals Shareholder Proposals Total Proposals
With Management 382 3 385
Against Management 0 0 0
Abstain 0 1 1
Totals 382 4 386
Source: Glass Lewis. 1 October 2023 – 30 September 2024.
Votes against management and abstentions have typically been in the low
single-digit range. As mentioned above, the main reason for this is that our
long-term approach to investment generally leads us to be supportive of
company management. 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.
During Q2 2024, Lindsell Train abstained on a shareholder proposal for
Mondelez, proposing an independent chair. In general, Lindsell Train has a
preference for chairs to be independent, though we sympathise with
management’s view that the existing set-up is appropriate for the business.
As a result, we decided to abstain on this resolution rather than vote
against.
2024 – ESG HIGHLIGHTS AT LINDSELL TRAIN
* Improved United Nations Principles for Responsible Investment scorecard
(“PRI”) – Lindsell Train received the PRI’s updated 2023 scorecard in
Q1 2024, which shows that Lindsell Train has scored 4/5 in all three relevant
categories. This improved scorecard reflects on its enhanced efforts as a
company to continue to integrate stewardship and responsible investment into
its investment decision making, reporting and governance activities.
* Enhanced ESG Training – Lindsell Train recognises the importance of
ongoing training for all employees and importantly the Investment Team and ESG
Committee. In October 2023 and July 2024 Lindsell Train hosted workshops for
all staff and were extremely grateful to have been supported by two portfolio
companies, Burberry and Heineken.
* Strengthened commitment to the abolishment of Modern Slavery – Lindsell
Train updated its Responsible Investment and Engagement Policy to specifically
reflect on this commitment and have strengthened its partnership with CCLA and
other members of Find It, Fix It, Prevent it.
* Formalised its Engagement Framework including the Engagement Policy – this
was finalised in Q2 2024.
* Additional TCFD reporting – Lindsell Train’s TCFD Entity and Product
reports were published on its website ahead of the FCA deadline in Q2 2024.
* Added dedicated ESG resource – Lindsell Train welcomed Azjin Ali to the
team as Responsible Investment Lead in Q3 2024. Prior to joining Lindsell
Train, Azjin worked at Aon as an Associate Investment Consultant and Head of
Biodiversity. Madeline Wright continues in her role as Head of Investment ESG,
coordinating the investment team’s work on ESG.
* Continued partnership with UpReach – culminated with Lindsell Train’s
hosting of its annual intern day in August 2024, which had 11 UpReach
associates attended. The session included presentations from all departments
at Lindsell Train, helping those in attendance to learn about asset management
and how Lindsell Train approaches the investment challenge.
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 and
investor relations service that aims to promote the Company by encouraging
demand for the shares.
MANAGEMENT ARRANGEMENTS
Alternative Investment Fund Manager (“AIFM”)
Under the terms of its AIFM agreement with the Company, Frostrow 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
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
PORTFOLIO
FEES ON THAT PART OF MARKET CAP AIFM MANAGER
≤ £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 has also considered the assessment carried out by
the AIFM as required by the FCA’s Consumer Duty obligations, that the
Company’s Shares provide fair value. It 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 the Board meeting in September 2024, 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 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, consideration of ESG targets, the high degree of engagement with
portfolio companies on ESG matters, 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% and 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;
* 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 Investment Funds 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
Custodian
The Global Sub-Custodians’ safekeeping fees are charged according to the
jurisdiction in which the holdings are based. The majority of the Company’s
assets attract 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.
On behalf of the Board
Simon Hayes
Chairman
3 December 2024
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.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual Report and the financial
statements are made available on a website.
Financial statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the Company’s website
is the responsibility of the Directors.
The Directors’ responsibility also extends to the ongoing integrity of the
financial statements contained therein.
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 within 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 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
3 December 2024
Note to those who access this document by electronic means:
The Annual Report for the year ended 30 September 2024 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.
Income Statement
FOR THE YEAR ENDED 30 SEPTEMBER 2024
YEAR ENDED YEAR ENDED
30 SEPTEMBER 2024 30 SEPTEMBER 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
NOTE £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments at fair 9 – 78,006 78,006 – 96,387 96,387
value through profit or loss
Currency translations – (185) (185) – (65) (65)
Income 2 43,160 – 43,160 47,391 – 47,391
AIFM and portfolio management fees 3 (2,260) (6,781) (9,041) (2,609) (7,828) (10,437)
Other expenses 4 (1,184) (126) (1,310) (1,150) (17) (1,167)
Return on ordinary activities 39,716 70,914 110,630 43,632 88,477 132,109
before finance charges and taxation
Finance charges 5 (556) (1,667) (2,223) (517) (1,548) (2,065)
Return on ordinary activities 39,160 69,247 108,407 43,115 86,929 130,044
before taxation
Taxation on ordinary activities 6 (229) – (229) (1,186) – (1,186)
Return on ordinary activities 38,931 69,247 108,178 41,929 86,929 128,858
after taxation
Return per share – basic and 7 20.8p 36.9p 57.7p 20.0p 41.4p 61.4p
diluted
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 Comprehensive Income has
been presented.
The notes form part of these Financial Statements.
Statement of Changes in Equity
FOR THE YEAR ENDED 30 SEPTEMBER 2024
NOTE CALLED UP SHARE CAPITAL £’000 SHARE PREMIUM ACCOUNT £’000 SPECIAL DISTRIBUTABLE RESERVE £’000 CAPITAL REDEMPTION RESERVE £’000 CAPITAL RESERVE £’000 REVENUE RESERVE £’000 TOTAL SHAREHOLDERS’ FUNDS £’000
At 1 October 2023 56,248 1,099,847 – 3,453 604,212 58,969 1,822,729
Net return from ordinary activities – – – – 69,247 38,931 108,178
Second interim dividend 8 – – – – – (21,454) (21,454)
(10.5p per share)
for the year ended 30 September 2023
First interim dividend 8 – – – – – (16,477) (16,477)
(8.8p per share)
for the year ended 30 September 2024
Transfer to special reserve account – (1,099,847) – – – – (1,099,847)
Transfer from share premium account – – 1,099,847 – – – 1,099,847
Repurchase of shares into Treasury 13 – – (49,839) – (260,969) – (310,808)
At 30 September 2024 56,248 – 1,050,008 3,453 412,490 59,969 1,582,168
On 7 August 2024 the Company’s Share Premium Account was cancelled and a new
Special Distributable Reserve was created. See Note 1(J) for further details.
NOTE CALLED UP SHARE CAPITAL £’000 SHARE PREMIUM ACCOUNT £’000 SPECIAL DISTRIBUTABLE RESERVE £’000 CAPITAL REDEMPTION RESERVE £’000 CAPITAL RESERVE £’000 REVENUE RESERVE £’000 TOTAL SHAREHOLDERS’ FUNDS £’000
At 1 October 2022 56,248 1,099,847 – 3,453 614,947 55,889 1,830,384
Net return from ordinary activities – – – – 86,929 41,929 128,858
Second interim dividend 8 – – – – – (21,182) (21,182)
(9.8p per share)
for the year ended 30 September 2022
First interim dividend 8 – – – – – (17,667) (17,667)
(8.5p per share)
for the year ended 30 September 2023
Repurchase of shares into Treasury 13 – – – – (97,664) – (97,664)
At 30 September 2023 56,248 1,099,847 – 3,453 604,212 58,969 1,822,729
The notes form part of these Financial Statements.
Statement of Financial Position
AS AT 30 SEPTEMBER 2024
2024 2023
NOTE £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 9 1,593,218 1,836,660
Current assets
Debtors 10 7,509 10,209
Cash and cash equivalents 14,639 17,426
22,148 27,635
Current liabilities
Creditors: amounts falling due within one year 11 (3,998) (4,866)
(3,998) (4,866)
Net current assets 18,150 22,769
Total assets less current liabilities 1,611,368 1,859,429
Creditors: amount falling due after more than one year
Bank loan 12 (29,200) (36,700)
Net assets 1,582,168 1,822,729
Capital and reserves
Called up share capital 13 56,248 56,248
Share premium account – 1,099,847
Special distributable reserve 1,050,008 –
Capital redemption reserve 3,453 3,453
Capital reserve 14 412,490 604,212
Revenue reserve 59,969 58,969
Total Shareholders’ funds 1,582,168 1,822,729
Net asset value per share 15 943.4p 891.2p
The Financial Statements were approved by the Board of Directors on 3 December
2024 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)
Statement of Cash Flows
FOR THE YEAR ENDED 30 SEPTEMBER 2024
NOTE 2024 £’000 2023 £’000
Net cash inflow from operating activities 18 33,805 36,895
Investing activities
Purchase of investments (123,825) (41,840)
Sale of investments 445,464 154,301
Net cash inflow from investing activities 321,639 112,461
Financing activities
Dividends paid (37,931) (38,849)
Repurchase of shares into Treasury (310,392) (98,792)
Interest paid (2,223) (2,059)
Repayment of loans (7,500) –
Net cash outflow from financing activities (358,046) (139,700)
(Decrease)/increase in cash and cash equivalents (2,602) 9,656
Currency transactions (185) (65)
Cash and cash equivalents at the beginning of the financial year* 17,426 7,835
Cash and cash equivalents at the end of the financial year* 14,639 17,426
Reconciliation of net debt
2024 2023
£’000 £’000
Cash and cash equivalents* 14,639 17,426
Borrowings (29,200) (36,700)
Net debt (14,561) (19,274)
* Comprises solely cash held at bank.
The notes form part of these Financial Statements.
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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 2024 (2023: 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.
In estimating the fair value of unquoted investments, the AIFM and Board apply
valuation techniques which are appropriate in light of the nature, facts and
circumstances of the investment and use judgement and assumptions and apply
these consistently.
All purchases and sales of investments are accounted for on a 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.
(F) TAXATION
Dividend income received by the Company may be subject to withholding tax
imposed in the country of origin. The tax charges shown in the Income
Statement relates to overseas withholding tax on dividend income.
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.
(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 the newly created Special Distributable Reserve
account, and dealt with in the Statement of Changes in Equity. Share
repurchase transactions are accounted for on a trade date basis.
With effect from 7 August 2024, the date in which the Company’s Share
Premium account was cancelled, all shares bought back to be held in Treasury
have been charged to the Special Distributable Reserve. Prior to this date all
Shares cancelled were charged to the Capital Reserve account.
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 Annual 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;
* expenses which are capital in nature as disclosed in note 1(E); and
* excess of the purchase price over the nominal value of shares which have
been bought back by the Company for cancellation or to be held in Treasury.
See note 1(J) above for further details.
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.
Special Distributable Reserve
This reserve was created upon the cancellation of the Share Premium Account on
7 August 2024; it is distributable and is used to fund any repurchases of the
Company’s own shares.
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.
^ See glossary of terms.
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.
2. Income
2024 2023
£’000 £’000
Income from investments
UK listed dividends 39,474 39,247
Overseas dividends* 2,793 7,496
Limited liability partnership – profit-share 486 443
Other operating income – bank interest 407 205
Total income 43,160 47,391
* Include special dividends which have been credited to the revenue account
totalling £nil (2023: £591,000):
3. AIFM and portfolio management fees
2024 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
AIFM fee 565 1,695 2,260 652 1,957 2,609
Portfolio Management fee 1,695 5,086 6,781 1,957 5,871 7,828
Total fees 2,260 6,781 9,041 2,609 7,828 10,437
75% of the Portfolio management and AIFM fees are taken to the Capital reserve
and 25% is taken to the Revenue reserve. See note 1(E) for further details.
4. Other Expenses
2024 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Directors’ fees 192 – 192 178 – 178
Auditors’ fees – statutory annual audit 72 – 72 69 – 69
Depositary’s fees 160 – 160 175 – 175
Stock listing and FCA fees 173 – 173 152 – 152
Custody fees 130 – 130 119 – 119
Index costs 85 – 85 85 – 85
Registrar’s fees 79 – 79 64 – 64
Promotional costs 55 – 55 55 – 55
Legal fees 12 126 138 6 17 23
Other expenses 226 – 226 247 – 247
Total expenses 1,184 126 1,310 1,150 17 1,167
Further details of the amounts paid to Directors are included in the
Directors’ Remuneration Report within the Annual Report.
During the year ended 30 September 2024 there were no non-audit services
provided by the Company's Auditor (2023: nil).
All of the above expenses include VAT where applicable. The Auditor’s fees
for the statutory annual audit were £60,000 excluding VAT (2023: £57,780).
During the year the Company incurred legal expenses amounting to £126,000 in
relation to the cancellation of the share premium account; these expenses have
been charged 100% to the capital account.
5. Finance Charges
2024 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Interest payable on bank loan 528 1,584 2,112 483 1,445 1,928
Loan facility commitment fees 28 83 111 23 69 92
Arrangement fee – – – 11 34 45
556 1,667 2,223 517 1,548 2,065
6. Taxation on Ordinary Activities
(A) ANALYSIS OF CHARGE IN THE YEAR
2024 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
UK Corporation tax at 25% – – – – – –
(2023: 22%)
Overseas withholding tax 476 – 476 1,308 – 1,308
Recoverable overseas withholding tax (247) – (247) (122) – (122)
229 – 229 1,186 – 1,186
(B) FACTORS AFFECTING TOTAL TAX CHARGE FOR YEAR
The tax assessed for the year is lower (2023: lower) than the standard rate of
UK corporation tax of 25% (2023: 22%). The differences are explained below:
2024 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Total return on ordinary activities before taxation 39,160 69,247 108,407 43,115 86,929 130,044
Return on ordinary activities multiplied by UK corporation tax of 25% (2023: 22%) 9,790 17,312 27,102 9,485 19,124 28,609
Effects of: Overseas taxation 229 – 229 1,186 – 1,186
Franked investment income not subject to corporation tax – UK dividend income (9,869) – (9,869) (8,634) – (8,634)
Overseas dividends not taxable (698) – (698) (1,649) – (1,649)
Non allowable capital expenses in relation to the cancellation of the Share premium account – 32 32 – – –
Excess management expenses 777 2,112 2,889 798 2,067 2,865
Non-taxable (return) on investments* – (19,502) (19,502) – (21,205) (21,205)
Currency translations – 46 46 – 14 14
Total tax charge for the year 229 – 229 1,186 – 1,186
(note 6(A))
* Returns on investments are not subject to corporation tax within an
investment company.
(C) DEFERRED TAXATION
As at 30 September 2024, the Company had unused management expenses and other
reliefs for taxation purposes of £146,618,000 (2023: £135,063,000). 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 £36,655,000 (2023: £33,766,000) based on the
prospective corporation tax rate of 25% (2023: 25%).
Given the Company’s status as an investment company and the intention to
continue to meet the conditions required to maintain such status in the
foreseeable future, the Company has not provided for a deferred tax asset.
7. Return per share – Basic and Diluted
2024 2023
£’000 £’000
The return per share is based on the following figures:
Revenue return 38,931 41,929
Capital return 69,247 86,929
Total return 108,178 128,858
Weighted average number of shares in issue during the year 187,520,280 209,802,492
Revenue return per share 20.8p 20.0p
Capital return per share 36.9p 41.4p
Total return per share 57.7p 61.4p
The calculation of the total, revenue and capital returns per ordinary share
is carried out in accordance with IAS 33, “Earnings per Share (as adopted in
the UK)”.
As at 30 September 2024 and 2023 there were no dilutive instruments in issue,
therefore the basic and diluted 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.
Amounts recognised as distributable to Shareholders for the year ended 30
September 2024 were as follows:
EX-DIVIDEND PAYMENT 2024 2023
DATE DATE £’000 £’000
Second interim dividend paid for the year ended 30 September 2023 of 10.5p per share 5 October 2023 10 November 2023 21,454 –
First interim dividend paid for the year ended 30 September 2024 of 8.8p per share 4 April 2024 17 May 2024 16,477 –
Second interim dividend paid for the year ended 30 September 2022 of 9.8p per share 29 September 2022 4 November 2022 – 21,182
First interim dividend paid for the year ended 30 September 2023 of 8.5p per share 6 April 2023 19 May 2023 – 17,667
37,931 38,849
* Second interim dividend of 10.8p per share for the year ended 30 September 2024 3 October 2024 8 November 2024 18,097 21,454
(2023: 10.5p)
* The second interim dividend of 10.8p per share (2023: 10.5p) 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 maximum retention permitted under Section 1158 of the Corporation Tax Act
2010 is c.£6.5 million (2023: c.7.0 million).
The total dividends payable in respect of the financial year which forms the
basis of the retention test are set out below:
2024 2023
£’000 £’000
Revenue available for distribution by way of dividend for the year 38,931 41,929
2024 First interim dividend of 8.8p per share (2023: 8.5p) paid on 17 May 2024 (16,477) (17,667)
2024 Second interim dividend of 10.8p per share (2023: 10.5) paid on 8 November 2024 (18,097) (21,454)
Net additions to revenue reserves 4,357 2,808
9. Investments held at Fair Value Through Profit or Loss
ANALYSIS OF PORTFOLIO MOVEMENTS
2024 2023
£’000 £’000
Opening book cost 1,244,868 1,293,409
Opening investment holding gains 591,792 558,669
Valuation at 1 October 1,836,660 1,852,078
Movements in the year:
Purchases at cost 122,156 42,619
Sales proceeds (443,604) (154,424)
Gains on investments 78,006 96,387
Valuation at 30 September 1,593,218 1,836,660
Closing book cost 1,100,447 1,244,868
Investment holding gains at 30 September 492,771 591,792
Valuation at 30 September 1,593,218 1,836,660
The Company received £443,604,000 (2023: £154,424,000) from investments sold
in the year. The realised gains of these investments were £177,027,000 (2023:
£63,263,000) and the book cost of these investments when they were purchased
was £266,577,000 (2023: £91,161,000). 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 2024 were £516,000
(2023: £50,000). These comprise stamp duty costs of £471,000 (2023:
£33,000) and commission of £45,000 (2023: £17,000). Sales transaction costs
for the year to 30 September 2024 were £127,000 (2023: £55,000) and comprise
commission.
10. Debtors
2024 2023
£’000 £’000
Amounts due from brokers in respect of portfolio trading – disposals 2,261 4,121
Accrued income and prepayments 5,248 6,088
7,509 10,209
11. Creditors: Amounts Falling Due Within One Year
2024 2023
£’000 £’000
Amounts due to brokers in respect of portfolio trading – purchases – 1,669
Amounts due to brokers in respect of shares repurchased by the Company 2,550 2,134
Other creditors and accruals 1,448 1,063
3,998 4,866
12. Bank Loan
2024 2023
£’000 £’000
Bank loan 29,200 36,700
Bank of Nova Scotia, London Branch, 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 2024 the Company was in the second year of its three year secured
fixed term multi-currency revolving loan facility of £60 million (with an
additional £40 million available if required).
The three year facility will expire in early October 2025.
The main covenant under the loan facility required that, at each month end,
total borrowings should not exceed £100 million (2023: £100 million), Net
Asset Value must not fall below £750 million (2023: £750 million) and the
ratio of Adjusted Total Net Assets to Debt is not to be less than 4:1 (2023:
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.
13. Called Up Share Capital
2024 2023
£’000 £’000
Allotted, issued and fully paid:
167,717,668 (2023: 204,519,434) ordinary shares of 25p each 41,930 51,130
57,273,635 (2023: 20,471,869) ordinary shares of 25p held in Treasury 14,318 5,118
224,991,303 (2023: 224,991,303) total ordinary shares of 25p each 56,248 56,248
No shares were issued by the Company during the year (2023: Nil).
During the year, the Company bought back 36,801,766 shares to be held in
Treasury at a cost of £310,808,000 (2023: 11,218,558 shares were bought back
at a cost of £97,664,000).
Between 1 October 2024 and 2 December 2024, the Company bought back a further
9,913,457 shares into Treasury at a cost of £85,300,000.
14. Capital Reserve
CAPITAL RESERVE REALISED £’000 CAPITAL RESERVE INVESTMENT HOLDING GAINS UNREALISED £’000 2024 TOTAL £’000 CAPITAL RESERVE REALISED £’000 CAPITAL RESERVE INVESTMENT HOLDING GAINS UNREALISED £’000 2023 TOTAL £’000
At 1 October 2023 12,420 591,792 604,212 56,279 558,668 614,947
Net gains/(losses) on investments 177,027 (99,021) 78,006 63,263 33,124 96,387
Repurchase of shares into Treasury (260,969) – (260,969) (97,664) – (97,664)
Expenses charged to capital (6,907) – (6,907) (7,845) – (7,845)
Finance costs charged to capital (1,667) – (1,667) (1,548) – (1,548)
Currency translations (185) – (185) (65) – (65)
At 30 September 2024 (80,281) 492,771 412,490 12,420 591,792 604,212
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 £412,490,000 as at 30 September 2024
(2023: £604,212,000) as this is subject to fair value movements and may not
be readily realisable at short notice.
15. Net Asset Value Per Share
2024 2023
Net assets (£’000) 1,582,168 1,822,729
Number of shares in issue (excluding shares held in Treasury) 167,717,668 204,519,434
Net asset value per share 943.4p 891.2p
As at 30 September 2024 and 2023 there were no dilutive instruments held,
therefore the basic and diluted net asset value per share are the same.
At 30 September 2024 57,273,635 shares were held in Treasury (2023:
20,471,869).
16. Transactions with the AIFM, the Portfolio Manager and Related Parties
Details of the relationship between the Company, Frostrow and Lindsell Train
are disclosed in the Report of the Directors in the Annual Report and also on
the Company’s website.
As at 30 September 2024, the Company had an investment in Frostrow with a book
cost of £200,000 (2023: £200,000) and a fair value of £3,225,000 (2023:
£3,725,000) (including the AIFM capital contribution of £125,000 (2023:
£125,000)). During the year Frostrow earned a total of £2,260,000 (2023:
£2,609,000) in respect of AIFM fees, of which £171,000 was outstanding at 30
September 2024 (2023: £209,000).
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 (2023:
£1,000,000) and a fair value of £7,640,000 as at 30 September 2024 (2023:
£9,720,000). During the year Lindsell Train earned a total of £6,781,000
(2023: £7,828,000) in respect of Portfolio Management fees of which £512,000
was outstanding at 30 September 2024 (2023: £626,000).
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. 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 2024, the fair value of the Company’s assets exposed to
market price risk was £1,593,218,000 (2023: £1,836,660,000). 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 2024 would have increased or decreased by
£159,322,000 or 94.99p per share (2023: £183,666,000 or 89.80p 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 2024 was through its three year £60 million (2023: £60 million)
secured multi-currency committed revolving credit facility (with an additional
£40 million facility available if required (2023: £40 million)) with Bank of
Nova Scotia, London Branch.
Borrowings at the year end amounted to £29,200,000 (2023: £36,700,000) at an
interest rate of 6.5% (5.2% SONIA plus 1.30% margin) (2023: 6.5% (5.2% SONIA
plus 1.30% margin and fees)).
If the above level of borrowing was maintained for a year, a 10% increase or
decrease in SONIA would decrease or increase the revenue return by £38,000,
(2023: £48,000), decrease or increase the capital return in that year by
£114,000 (2023: £142,000) and decrease or increase the net assets by
£152,000 (2023: £190,000).
The weighted average interest rate, during the year, on borrowings under the
above mentioned revolving credit facility was 6.49% (2023: 5.15%). At 30
September 2024, the Company’s financial assets and liabilities exposed to
interest rate risk were as follows:
2024 2023
WITHIN ONE YEAR £’000 MORE THAN ONE YEAR £’000 WITHIN ONE YEAR £’000 MORE THAN ONE YEAR £’000
Exposure to floating rates:
Assets
Cash and cash equivalents 14,639 – 17,426 –
Liabilities
Creditors: amount falling due after more than one year
– borrowings under the loan facility – (29,200) – (36,700)
Exposure to fixed rates:
Assets
Investments at fair value through profit or loss # 488 – 392 –
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 2024, 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 4.0% 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 2024 the Company held £39,334,000 (2023: £171,369,000) of
investments denominated in U.S. dollars and £24,541,000 (2023: £156,737,000)
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 with the U.S. dollar and euro (2023: 10% increase and decrease).
The analysis is based on the Company’s foreign currency financial
instruments held at each Statement of Financial Position date.
In addition to the foreign currency exposure on investments held at 30
September 2024, the Company also held £385,000 (2023: £1,125,000) in debtors
denominated in U.S. dollars and £1,230,000 (2023: £2,117,000) denominated in
Euros.
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:
2024 2023
£’000 £’000
Impact on revenue return 106 259
Impact on capital return 7,170 36,568
Total return after tax/increase in Shareholders’ funds 7,276 36,827
If sterling had strengthened against the foreign currencies as stated above,
assuming all other variables remain constant, this would have had the
following effect:
2024 2023
£’000 £’000
Impact on revenue return (87) (212)
Impact on capital return (5,866) (29,918)
Total return after tax/decrease in Shareholders’ funds (5,953) (30,130)
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 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).
As at 30 September 2024, the exposure to credit risk was £17,263,000 (2023:
£21,814,000), comprising:
2024 2023
£’000 £’000
Fixed assets:
Non-equity investments (preference shares) 363 267
Current assets:
Other receivables (amounts due from brokers) 2,261 4,121
Cash and cash equivalents 14,639 17,426
Total exposure to credit risk 17,263 21,814
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 2024
it is estimated that 98.1% of the investment portfolio could be realised
within 30 days with 79.6% in seven days, based on current trading volumes.
Liquidity risk exposure
FINANCIAL LIABILITIES COMPRISE: 30 SEPTEMBER 2024 £’000 30 SEPTEMBER 2023 £’000
Due within one month:
Balances due to brokers in respect of portfolio trading - purchases – 1,669
Amounts due to brokers in respect of shares repurchased by the Company 2,550 2,134
Accruals 1,448 1,063
Due after three months and after one year:
Bank loan 29,200 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,
which 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 2024 LEVEL 1 £’000 LEVEL 2 £’000 LEVEL 3 £’000 TOTAL £’000
Equity investments 1,584,265 5,365 – 1,589,630
Limited liability partnership interest (Frostrow) – – 3,100 3,100
Frostrow - AIFM capital contribution – – 125 125
Preference share investments – 363 – 363
1,584,265 5,728 3,225 1,593,218
During the year the investment in Celtic was moved to level 2 due to low
trading volumes.
AS AT 30 SEPTEMBER 2023 LEVEL 1 £’000 LEVEL 2 £’000 LEVEL 3 £’000 TOTAL £’000
Equity investments 1,832,668 – – 1,832,668
Limited liability partnership interest (Frostrow) – – 3,600 3,600
Frostrow - AIFM capital contribution – – 125 125
Preference share investments 267 – – 267
1,832,935 – 3,725 1,836,660
The unquoted investment in Frostrow is valued by taking the EBITDA and
applying a multiple; it 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 2023.
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
2024 2023
£’000 £’000
Opening fair value 3,725 4,725
Total losses included in gains on investments in the Income Statement (500) (1,000)
Closing fair value 3,225 3,725
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 2024 would have
increased/decreased by £310,000 (2023: £360,000, 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 Bank of Nova Scotia, London Branch in respect of the
committed revolving credit facility provided to the Company.
The covenants are unchanged since last year and the Company has complied with
them at all times.
18. Net Cash Inflow from Operating Activities
2024 2023
£’000 £’000
Total return before finance charges and taxation 110,630 132,109
Deduct capital gain before finance charges and taxation (70,914) (88,477)
Net revenue before finance charges and taxation 39,716 43,632
Decrease in accrued income and prepayments 1,406 2,235
Increase/(decrease) in creditors 385 (18)
Taxation – overseas withholding tax paid (795) (1,109)
AIFM, portfolio management fees and other expenses charged to capital (6,907) (7,845)
Net cash inflow from operating activities 33,805 36,895
19. Substantial Interests
At 30 September 2024 the Company held interests in 3% or more of any class of
capital in the following entities:
COMPANY OR LIMITED LIABILITY PARTNERSHIP NUMBER OF SHARES HELD 2024 FAIR VALUE £’000 % OF ISSUED SHARE CAPITAL OR LIMITED LIABILITY PARTNERSHIP INTEREST
A. G. Barr 3,535,000 22,023 3.2
Frostrow Capital LLP (unquoted) † – 3,225 9.7
The Lindsell Train Investment Trust plc* 10,000 7,640 5.0
† 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.
20. Post Balance Sheet Events
During the period from 1 October 2024 to 2 December 2024, a further 9,913,457
shares were bought back and held in Treasury at a cost of £85,300,000.
Glossary of Terms and Alternative Performance Measures – Unaudited
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 data 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 consider 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
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 2024 30 SEPTEMBER 2023
Share price (p) 861.0 852.0
Net asset value per share (p) 943.3 891.2
Discount 8.7% 4.4%
ENTERPRISE VALUE INCLUDING CASH (“EVIC”)
EVIC is the denominator used to measure carbon emissions. EVIC means the sum
of the market capitalisation of ordinary shares, the market capitalisation of
preferred shares, and the book value of total debt and non-controlling
interests, without the deduction of cash or cash equivalents.
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
2024 2023
£’000 £’000
Bank loan (prior charges) (29,200) (36,700)
Net current assets 18,150 22,769
Bank loan adjusted for net current assets (11,050) (13,931)
Net assets 1,582,168 1,822,729
Gearing 0.7% 0.8%
THE INSTITUTIONAL INVESTORS GROUP ON CLIMATE CHANGE (“IIGCC”)
IIGCC membership enables organisations to ensure that they are part of the
solution to climate change.
THE INTERGOVERNMENTAL PANEL ON CLIMATE CHANGE (“IPCC”)
The IPCC is the United Nations body for assessing the science related to
climate change.
NET ZERO ASSET MANAGERS INITIATIVE (“NZAM”)
The Net Zero Asset Managers initiative is an international group of asset
managers committed to supporting the goal of net zero greenhouse gas emissions
by 2050 or sooner, in line with global efforts to limit warming to 1.5 degrees
Celsius; and to supporting investing aligned with net zero emissions by 2050
or sooner.
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 2024 30 SEPTEMBER 2023
Opening NAV per share (p) 891.2 848.4
Increase in NAV per share (p) 52.1 42.8
Closing NAV per share (p) 943.3 891.2
Increase in NAV per share 5.8% 5.0%
Impact of dividends re-invested* +2.4% +2.2%
NAV per share total return 8.2% 7.2%
* The NAV total return is calculated on the assumption that the total
dividends of 19.3p (2023: 18.3p) 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 FIGURE (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.
30 SEPTEMBER 30 SEPTEMBER
2024 2023
£’000 £’000
AIFM and portfolio management fees 9,041 10,437
Operating expenses 1,310 1,167
Total expenses 10,351 11,604
Average net assets during the year 1,697,345 1,907,121
Ongoing charges figure 0.61% 0.61%
THE PARIS AGREEMENT
The Paris Agreement’s central aim is to strengthen the global response to
the threat of climate change by keeping a global temperature rise this century
well below 2 degrees Celsius above pre-industrial levels and to pursue efforts
to limit the temperature increase even further to 1.5 degrees Celsius.
THE PARIS ALIGNED INVESTMENT INITIATIVE (“PAII”)
The PAII was launched by the Institutional Investors Group on Climate Change
(“IIGCC”) in Europe in May 2019, to explore how investors can align their
portfolios with the goals of the Paris Agreement.
PEER GROUP
Finsbury Growth & Income Trust PLC is part of the AIC’s UK Equity Income
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 (“SASB”) aims to establish
industry-specific disclosure standards across ESG topics that facilitate
communication between companies and investors about financially material,
information that is useful for decision-making.
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 2024 30 SEPTEMBER 2023
Opening share price share (p) 852.0 800.0
Increase in share price (p) 9.0 52.0
Closing share price (p) 861.0 852.0
Increase in share price 1.1% 6.5%
Impact of dividends re-invested* +2.3% +1.0%
Share price total return 3.4% 7.5%
* The share price total return is calculated on the assumption that the total
dividends of 19.3p (2023: 18.3p) 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.
2024 Accounts
The figures and financial information for 2024 are extracted from the Annual
Report and financial statements for the year ended 30 September 2024 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.
2023 Accounts
The figures and financial information for 2023 are extracted from the
published Annual Report and financial statements for the period ended 30
September 2023 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 2024. Members of the public may obtain copies
from Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL or from
the Company’s website www.finsburygt.com where up to date information on the
Company, including daily NAV, share prices and fact sheets, can also be found.
The Company's Annual Report for the period ended 30 September 2024 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, 28 January 2025.
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
For press enquiries please contact:
Sarah Gibbons-Cook
Quill
07702 412680
sarah@quillpr.com
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