REG - Henderson Opport Tst - Annual Financial Report
13/02/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250213:nRSM9267Wa&default-theme=true
RNS Number : 9267W Henderson Opportunities Trust PLC 13 February 2025
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
HENDERSON OPPORTUNITIES TRUST PLC
LEGAL ENTITY INDENTIFIER (LEI): 2138005D884NPGHFQS77
13 February 2025
HENDERSON OPPORTUNITIES TRUST PLC
Annual Financial Report for the year ended 31 October 2024
This announcement contains regulated information
Investment Objective
The Company aims to achieve capital growth in excess of the FTSE All-Share
Index from a portfolio of primarily UK investments.
PERFORMANCE HIGHLIGHTS
Total Return Performance to 31 October 2024
1 year 3 years 5 years 10 years
% % % %
NAV¹(, 5) 17.1 -21.8 14.7 60.9
Share price² 26.9 -16.1 31.5 56.1
Benchmark³ 16.3 19.7 31.9 81.9
Peer group NAV(4) 23.4 -1.6 27.7 79.8
Year ended Year ended
31 October 2024 31 October 2023
NAV per share at year end(5) 235.5p 207.0p*
Share price at year end 212.0p 173.0p*
Total return per share(5) 35.5p (20.7)p*
Net assets £93.0m £81.8m
Discount at year end(5, 6) 10.0% 16.4%
Ongoing charge(5) 1.03% 1.02%
Dividend for year(8) 7.1p 7.1p*
* Comparative figures for the period ended 31 October 2023 have been restated
due to the sub-division of each ordinary share of 25p into five ordinary
shares of 5p each on 11 March 2024.
1 Net asset value ("NAV") per ordinary share total return (including dividends
reinvested)
2 Share price total return (including dividends reinvested)
3 FTSE All-Share Index
4 AIC UK All Companies simple average
5 Alternative performance measure
6 Calculated based on the NAV per share and share price at year end
7 This represents three interim dividends of 1.5p each, and one interim
dividend of 2.6p, to be paid on 11 March 2025. See Chairman's Statement for
more details. The dividend yield(5) for the year ended 31 October 2024 was
3.3% (2023: 4.1%) based on the share price at the year end
Sources: Morningstar Direct, Janus Henderson, LSEG Datastream
A glossary of terms and alternative performance measures can be found in the
Annual Report
CHAIRMAN'S STATEMENT
Result of the Requisitioned General Meeting
In December 2024, the Company received a requisition notice from Saba Capital
Management L.P. ("Saba"), requesting the convening of a general meeting to
consider resolutions to remove the current directors and to appoint two new
directors to the Board. The requisitioned general meeting was held on 4
February 2025 and the resolutions put forward were defeated on a poll
(approximately 65% of the total votes cast were voted against the
resolutions).
The Board was very pleased to see a voting turnout of approximately 73.4%. The
Board would like to extend its gratitude to all of the Company's shareholders
for their support and participation in the vote.
Scheme of Reconstruction
At the Company's annual general meeting in March 2023, although shareholders
voted in favour of the triennial resolution for the continuation of the
Company, 24.2 per cent. of the votes cast were voted against. In response to
shareholder feedback around the Company's size, its longer-term NAV and share
price performance, the discount at which the shares traded and the limited
share liquidity, the Board took various steps with a view to creating
additional demand for the shares and enhancing value for shareholders. These
included removing the performance fee, effecting a share split, reducing
gearing and increasing the focus on marketing. Working with the Fund Managers,
the Board also undertook a detailed review of the portfolio scrutinising risk,
volatility and allocation. This resulted in a reduction in gearing and in the
Company's exposure to AIM stocks.
Following the last continuation vote, the Board also started exploring
strategic options for the future of the Company. These included a possible
combination with another investment trust or a change of mandate. In November
2024, the Board concluded that, although in the most recent financial year
ended 31 October 2024 the Company had seen some recovery and had modestly
outperformed its benchmark, in the Board's view and taking into account the
various challenges the Company continued to face, shareholders' interests
would be best served through pursuit of a strategic option. Having assessed
all available choices, the Board then determined that proposing a scheme of
reconstruction - offering a full cash exit at NAV and/or the opportunity to
roll into an open-ended fund - was the best achievable option.
The work to deliver this scheme had commenced prior to the receipt by the
Company of the requisition notice from Saba and the Company published the
circular relating to the Scheme of Reconstruction on 3 February 2025 (the
"Circular"). The Circular sets out proposals to shareholders for the
winding-up of the Company by way of a scheme of reconstruction pursuant to
Section 110 of the Insolvency Act 1986 (the "Scheme"). Under the terms of the
Scheme, shareholders will be offered the opportunity to roll over their
investment into Janus Henderson UK Equity Income & Growth Fund (the "OEIC
Sub-Fund"), a sub-fund of Janus Henderson UK & Europe Funds whose
portfolio is also managed by Janus Henderson Investors UK Limited, or to
receive cash in respect of their investment in the Company, or a combination
of both (the "Proposals").
The OEIC Sub-Fund's individual fund managers are Laura Foll and James
Henderson (who also currently manage the Company's portfolio). The OEIC
Sub-Fund aims to provide a dividend income, with prospects for both income and
capital growth over the long term (5 years or more). It invests at least 80
per cent. of its assets in shares of companies, in any industry, in the UK and
will typically have a bias towards small and medium-sized companies. The OEIC
Sub-Fund is larger than the Company, with net assets of around £165.56
million (as at 31 December 2024).
Full details of the Proposals are set out in the Circular which can be found
at www.hendersonopportunitiestrust.com
(http://www.hendersonopportunitiestrust.com) .
As part of its campaign, Saba has publicly stated its aim to deliver
substantial liquidity options for shareholders. The Scheme is designed to
deliver full liquidity for shareholders. However, given Saba's current
interest in over 25% of the Company's issued share capital Saba will be able
to block the Scheme by voting against the Scheme resolutions should it decide
to do so.
In the event that the resolutions required to approve the Scheme and the
winding-up of the Company are not passed and the Scheme does not become
effective, the Board will need to consider alternative proposals for the
future of the Company that are in the best interests of shareholders as a
whole.
Board Recommendation
Two general meetings will be held on 21 February 2025 at 9.00am and on 14
March 2025 at 9.30am at Janus Henderson's offices at 201 Bishopsgate, London
EC2M 3AE to approve the Scheme and the winding up of the Company respectively.
Full details are set out in the Notices of Meetings in the Circular.
The Board is unanimously of the opinion that the proposals set out in the
Circular are in the best interests of shareholders as a whole. Accordingly,
the Board unanimously recommends that shareholders vote in favour of all of
the resolutions to be proposed at the Scheme general meetings.
Shareholders on the main register should complete the Forms of Proxy sent to
them on 3 February 2025. To be valid, the Forms of Proxy should be completed,
signed and returned to the Company's Registrar, Computershare Investor
Services PLC by post to The Pavilions, Bridgwater Road, Bristol BS99 6AH as
soon as possible but in any event they must arrive no later than 9.00am on 19
February 2025 in respect of the first Scheme general meeting and 9.30am on 12
March 2025 in respect of the second Scheme general meeting. Alternatively,
shareholders can submit their vote electronically by visiting Computershare's
website (www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy) ). CREST members may utilise the
CREST electronic proxy appointment service in accordance with the procedures
set out in the notes to the Notices of General Meeting contained in the
Circular.
If you are an institutional investor, you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io (http://www.proxymity.io) .
Shareholders who hold their shares through an investment platform or other
nominee service are encouraged to contact their investment platform provider
or nominee as soon as possible to arrange for votes to be lodged on their
behalf. Appointment of a proxy does not preclude you from attending the
meeting and voting in person.
Performance review
As mentioned above, the year saw some recovery from the depressed levels of
last year and the Company modestly outperformed its Benchmark, the FTSE
All-Share Index. Over the longer term the Company lags the Benchmark and the
Fund Managers' report looks at the reasons. The problem has been the over
weight position in smaller companies compared to the Benchmark with much of
the upward momentum of the Index coming from a select number of very large
companies. The reasons for this are partly technical. Traditional shareholders
have for a number of years been selling down their UK holdings. This has been
particularly the case with pension funds that have reduced their equity
exposure to derisk their portfolios and other shareholders with concerns about
the UK economy moving funds overseas. The remaining buyers of UK stock tend to
be large international investors who concentrate their interest in large
international based UK companies. This trend has left a dearth of investors
for UK smaller companies. The pick-up in takeover activity during the year as
overseas companies made bids for UK-based companies and the realisation that
the UK recession at the end of last year was short-lived both helped the
portfolio. Both the Fund Managers and the Board recognised that, ahead of the
October 2024 Budget, the AIM market was facing considerable uncertainty from
tax changes. As a result of this uncertainty it was felt prudent to apply
greater scrutiny to AIM holdings in particular, and a few were reduced and in
a small number of cases, sold.
Dividend
A fourth interim dividend of 2.6p per share for the year ended 31 October 2024
and a first interim dividend of 1.5p per share for the year ended 31 October
2025 will be paid on 11 March 2025, to shareholders on the register at the
close of business on 21 February 2025. The shares will go ex-dividend on 20
February 2025.
Gearing
Gearing was a modest positive contributor to returns during the financial
year, as the Fund Managers show in the 'Attribution' section of their report.
The Board continued to view gearing as one of the key advantages of the
investment trust structure and gearing has, over the long term (as well as
over one year), positively contributed to the Company's performance.
The Fund Managers, following discussion with the Board, reduced the gearing
during the year, with the Company finishing the year with 5.3% gearing
compared to 9.6% at the previous financial year end.
The discount level
During the year the discount relative to the Company's net asset value
fluctuated between 5.9% and 17.8%, finishing the year at 10.0%. This was a
lower discount than the 16.4% at the previous financial year end. The average
discount for the Company during the year was 12.2%, compared to 10.5% for the
AIC UK All Companies peer group and 15.4% for the AIC UK Smaller Companies
group.
There were no shares bought back or issued during the financial year.
Annual General Meeting
The Company's 2025 AGM will only be scheduled in the event that shareholders
do not approve the Scheme and it does not become effective. In this event, a
separate notice of meeting for the AGM will be sent to shareholders in or
around March 2025.
Wendy Colquhoun
Chairman
12 February 2025
FUND MANAGERS' REPORT
Overview
It was a difficult year for investors to have a clear view of what the economy
had in store for companies. The last few months of 2023 saw the UK economy
slip into recession, but it was shallow and the economy was back growing in
early 2024. Rosier projections, however, proved short-lived and interest rates
did not fall as fast as had been hoped, resulting in anaemic economic growth
for much of the period.
Performance in the medium and smaller company area of the market was very
mixed. Low valuations led to takeover approaches for a few companies and this
buoyed some share prices, but there was no real pick-up in investor flows to
the sector. Redemptions in trust portfolios investing in this sector
continued, which meant there was a lack of real demand for shares. The demand
there was would evaporate on the smallest concern about an individual company.
This resulted in little appetite to take on risk so potential high growth
early-stage companies were savagely sold down. The reliable, slower growing
but cash generative business fared better as it was the sort of stock that
could attract bid attention.
Attribution
While we are reporting on a year of strong absolute performance and modest
relative outperformance, the majority of this has been driven by the holdings
in larger companies (we go into more detail on the stock specific drivers
below). The Company's weighting in AIM has continued to be a detractor from
performance, with AIM underperforming the broader UK market. This means that
over a three-year period, AIM has underperformed the FTSE All-Share by a
staggering 55%, as the chart below shows:
Data illustrating the AIM performance over 3 years chart in the Annual Report
is set out below:
FTSE All-Share FTSE AIM All-Share
(%) (%)
30 November 2021 97.12 96.74
28 February 2022 101.10 88.34
31 May 2022 103.14 79.93
31 August 2022 99.48 72.57
30 November 2022 103.36 70.13
28 February 2023 108.10 71.24
31 May 2023 103.42 65.16
31 August 2023 104.41 62.09
30 November 2023 105.00 60.15
29 February 2024 108.50 62.26
31 May 2024 119.22 68.43
30 August 2024 122.07 65.90
31 October 2024 118.52 63.13
Source: Bloomberg, total return, GBP, rebased to 100 as at 1 November 2021
In our view the material underperformance of the AIM market has come about for
a number of reasons including fund managers' increasing desire for liquidity,
weak sentiment resulting in outflows from UK equities and, increasingly ahead
of the Budget in October 2024, concern about the future of inheritance tax
relief on AIM shares.
As the table below shows, the Company's holdings in the FTSE 100 substantially
outperformed (the FTSE 250 was approximately in line), while the holdings in
AIM and the FTSE Small Cap Index underperformed (comparing the fourth and
fifth columns of the table below).
Index Company weighting (%) Benchmark weighting (%) Company total return (%) Benchmark total return (%)
FTSE 100 34.3 84.9 45.1 15.0
FTSE 250 19.5 13.1 23.1 23.4
FTSE SmallCap 8.8 1.9 2.9 24.1
FTSE AIM All-Share 32.9 - -0.1 10.5
Company and Benchmark weights are as at financial year end (31 October 2024)
Source: Factset, Morningstar Direct
When viewed though a different lens, stock selection has, overall, been
positive (driven by the FTSE 100) but size allocation, and in particular the
weight on AIM, has been a substantial detractor. In a rising market, the use
of gearing was a modest positive contributor during the year:
Data illustrating the attribution returns chart in the Annual Report is set
out below:
Benchmark 16.3
Size allocation -6.9
Stock selection 7.7
Gearing 1.0
Fees -1.0
Company 17.1
Source: Janus Henderson
Turning to stocks, three of the top ten absolute contributors to performance
during the year were banks, as higher interest rates aided lending margins at
a time when loan losses remained subdued.
Of the other best contributors, two (Rolls-Royce and Marks & Spencer) were
driven by ongoing recovery. In the case of Rolls-Royce, under a new management
team they have reduced costs and improved commercial delivery. In the case of
Marks & Spencer, they are taking market share in both food and clothing
under a new management team and a refreshed (and more competitively priced)
offering. Smaller companies that performed well included Scottish housebuilder
Springfield Properties, which has been successfully undertaking disposals in
order to strengthen its balance sheet. Defence equipment provider Cohort
benefited from a rising defence spending environment, while telecoms and
utilities software provider IQGeo was taken over by private equity.
The top ten contributors to absolute return were:
Company Name Contribution to absolute return (%) Share price total return (%)
1. Rolls -Royce 3.0 126.3
2. Barclays 2.7 90.2
3. Springfield Properties 2.0 90.4
4. Natwest 1.5 120.0
5. Cohort 1.4 89.2
6. IQGeo 1.3 133.0
7. Marks & Spencer 1.3 75.4
8. Standard Chartered 1.2 46.5
9. Boku 1.1 31.0
10. Marshalls 1.0 66.9
Examining the detractors in more detail, three of the top ten were exposed to
the North Sea (Jersey Oil & Gas, Serica and Deltic Energy). In our view,
the share price falls in this area were largely as a result of uncertainty
around the future fiscal regime. The lack of clarity around, for example, the
ability to offset taxation with capital spend meant that it was difficult for
large projects (such as the Buchan field) to reach final investment decision.
This impacted the share price of Jersey Oil & Gas in particular.
Elsewhere, the detractors tended to be early-stage companies (Surface
Transforms, ITM Power, AFC Energy and Creo Medical) where in some cases, such
as Surface Transforms, there have been operational issues with scaling to meet
demand.
The top ten detractors from absolute return were:
Company Name Contribution to absolute return (%) Share price total return (%)
1. Jersey Oil & Gas -1.6 -64.0
2. Surface Transforms -1.4 -98.9
3. Serica Energy -0.8 -27.4
4. ITM Power -0.5 -36.6
5. Vanquis Banking -0.5 -60.4
6. AFC Energy -0.4 -37.3
7. Marks Electrical -0.4 -34.7
8. Creo Medical -0.4 -39.6
9. Deltic Energy -0.4 -68.5
10. TT Electronics -0.4 -48.1
Portfolio activity
During the year a diverse mix of large, medium and small companies were
purchased. Within larger companies, new holdings included BP, Sainsbury (J)
and Glencore. These holdings bring ballast to the portfolio at sensible
valuations. Within small and medium sized companies, new purchases included
Shaftesbury Capital which is a portfolio of iconic London properties. It is
seeing rental growth with high levels of occupancy, yet the shares trade at a
substantial discount to the asset value.
The largest disposal was the holding in Rolls-Royce, the aerospace business.
The company has made a remarkable recovery in operational share price returns
over the last couple of years and its strengths are now better reflected in
the share price.
Other large disposals were the result of the investee company being taken
over, namely IQGeo and International Distribution Services. In smaller company
investing, if a company does not grow over time as we thought it would at
purchase, a hard decision needs to be made. We need to realise the mistake and
the position should be sold. The sales of ZOO Digital and Dianomi were
examples of this discipline. Certain small company holdings were reduced after
strong share price appreciation for the overall balance of the portfolio.
Examples of this would be Vertu Motors, Boku and Redde Northgate.
Income
Earnings per share fell during the year to 6.3p, down from 6.7p the previous
year (adjusted for the 5 for 1 share split). Within this figure is a
contribution of £229,000 from securities lending income (2023: £183,000).
Investment income levels were impacted by the reduction in gearing of the
Company (some of which consisted of reductions in some of the higher dividend
yield shares, such as financials) as well as a trend across the UK market for
companies to undertake share buybacks rather than pay special dividends.
Outlook
The Company announced a Scheme of Reconstruction on 3 February 2025 and the
Company's future will be determined by shareholders at the Scheme General
Meetings. Please see the Chairman's Statement for more information.
James Henderson and Laura Foll
Fund Managers
12 February 2025
MANAGING OUR RISKS
The Board, with the assistance of the Manager, has carried out a robust
assessment of the principal risks and uncertainties facing the Company,
including those that would threaten its business model, future performance,
solvency, liquidity and reputation. The principal risks and uncertainties
facing the Company relate primarily to investing in the shares of companies
that are listed in the UK, including small companies. Although the Company
invests almost entirely in securities that are listed on recognised markets,
share prices may move rapidly, whether upwards or downwards, and it may not be
possible to realise an investment at the Manager's assessment of its value.
Falls in the value of the Company's investments can be caused by unexpected
external events. The companies in which investments are made may operate
unsuccessfully, or fail entirely, such that shareholder value is lost. The
Company is also exposed to the operational risk that one or more of its
contractors or sub-contractors may not provide the required level of service.
The Board considers regularly the principal and emerging risks facing the
Company in order to mitigate them as far as practicable. The Board monitors
the Manager, its other service providers and the internal and external
environments in which the Company operates to identify new and emerging risks.
The Board's policy on risk management has not materially changed from last
year. "Shareholder base and voting on platforms" was added as a new category.
"Decline in popularity of the investment trust sector and the UK equity
market" was moved from emerging risks to a principal risk. The risk that
shareholders may not approve the proposed Scheme of Reconstruction has been
added as a new category of risk.
The Board has drawn up a risk map which identifies the substantial risks to
which the Company is exposed. The Board has also put in place a schedule of
investment limits and restrictions, appropriate to the Company's Investment
Objective and Investment Policy. These principal risks fall broadly under the
following categories:
Risk Trend Controls and mitigation
Shareholders may not approve the proposed Scheme of Reconstruction New In the event that the Scheme of Reconstruction is not approved by
shareholders, the Board will consider alternative proposals for the future of
Having considered the advice of the Company's professional advisers the Board the Company that are in the best interests of shareholders as a whole.
has put forward a proposal for a Scheme of Reconstruction (see the Chairman's
Statement for more information). The proposals will be voted on by
shareholders at general meetings to be held on 21 February 2025 at 9.00am and
14 March 2025 at 9.30am.
There is a risk that at least 75% of shareholders voting do not vote in favour
of the proposals.
Decline in popularity of the investment trust New The Manager, Board and Fund Managers sought ways of promoting the investment
trust sector and the Company's profile, including initiatives such as using an
sector and the UK equity market Interest rate rises and external pressures external marketing firm to promote the Company and updating the Company's
have had an impact on the popularity of the investment trust sector and the UK website to provide more information for stakeholders.
equity market.
Investment activity and strategy ↑ The Manager provides the Directors with management information including
performance data reports and portfolio analyses on a monthly basis. The Board
An inappropriate investment strategy (for example, in terms of asset monitors the implementation and results of the investment process with the
allocation, stock selection, failure to anticipate external shocks or the Fund Managers, who attend all Board meetings, and reviews regularly data that
level of gearing) may lead to a reduction in NAV and/or underperformance monitors risk factors in respect of the portfolio. The Manager operates in
against the Company's benchmark and the Company's peer group; it may also accordance with investment limits and restrictions determined by the Board;
result in the Company's shares trading on a wider discount to NAV. these include limits on the extent to which borrowings may be used. The Board
reviews its investment limits and restrictions regularly and the Manager
confirms its compliance with them each month. The Board reviews investment
strategy at each Board meeting.
The Board seeks to manage these risks by ensuring a diversification of
investments. The Board has regular meetings with the Fund Managers to review
performance and the extent of borrowings.
In light of the Company's longer term NAV and share price performance, its
size, the discount at which its shares track and the limited liquidity in its
shares, the Board decided in November 2024 that shareholder interests would
best be served by proposing a Scheme of Reconstruction (see the Chairman's
Statement for more information).
Shareholder base and voting on platforms ↑ The Manager, Board and Fund Managers regularly consider shareholder views and
look to implement initiatives that benefit all shareholders. Through general
The Company has a large number of retail shareholders, many of whom hold their communications in Company documents they also seek to identify ways of
shares via platforms. The Company has no easy way of communicating directly assisting shareholders with voting through platforms, for example, by
with these shareholders or encouraging them to vote at general meetings. If referring shareholders to guidance made available by the Association of
these shareholders do not vote, there is a risk that the outcome of any votes Investment Companies and provided information in relation to how to vote ahead
may represent the views of a relatively small number of shareholders and that of the Requisitioned General Meeting held in February 2025.
the decision reached may not reflect the views of, or be in the best interests
of, the majority of the Company's shareholders
Financial instruments and the management of risk ↔ An analysis of these financial risks, including liquidity and gearing, and the
Company's policies for managing them are set out in Note 15 in the Annual
By its nature as an investment trust, the Company is exposed in varying Report.
degrees to market risk, interest rate risk, liquidity risk, currency risk and
credit and counterparty risk.
Operational and cyber ↔ The Board monitors the services provided by the Manager and its other
suppliers and receives reports on the key elements in place to provide
Disruption to, or failure of, the Manager's accounting, dealing or payment effective internal control. During the year the Board received reports on the
systems or the Custodian or the Depositary's records could prevent the Manager's approach to information security and cyber attack defence.
accurate reporting and monitoring of the Company's financial position. The
Company is also exposed to the operational risk that one or more of its
services providers may not provide the required level of service or be exposed
to the risk of cyber-attack on its service providers.
Accounting, legal and regulatory ↔ The Manager is contracted to provide investment, corporate secretarial,
administration and accounting services through qualified professionals. The
A breach of Section 1158 could lead to a loss of investment trust status, Board receives internal controls reports produced by Janus Henderson on a
resulting in capital gains realised within the portfolio being subject to quarterly basis, which confirm regulatory compliance.
corporation tax. A breach of the FCA's UK Listing Rules could result in
suspension of the Company's shares, while a breach of the Companies Act 2006
could lead to legal proceedings, or financial or reputational damage.
Failure of Janus Henderson ↔ The Board meets regularly with representatives of the Manager's Investment
Management, Risk, Compliance, Internal Audit and Investment Trust teams and
A failure of the Manager's business, whether or not as a result of regulatory reviews internal control reports from the Manager on a quarterly basis. The
failure, cyber risk or other failure could result in the Manager being unable failure of the Manager would not necessarily lead to a loss of the Company's
to meet its obligations and its duty of care to the Company. assets, however, and this risk is mitigated by the Company's ability to change
its investment manager if necessary, subject to the terms of its management
agreement.
Details of how the Board monitors the services provided by Janus Henderson and
its other suppliers, and the key elements designed to provide effective
internal control, are explained further in the internal controls section of
the Corporate Governance report and the Audit and Risk Committee report in the
Annual Report.
Emerging risks
In addition to the principal risks facing the Company, the Board also
regularly considers potential emerging risks, which are defined as potential
trends, sudden events or changing risks which are characterised by a high
degree of uncertainty in terms of the probability of them happening and the
possible effects on the Company. Should an emerging risk become sufficiently
clear, it may be moved to a substantial risk as was the case with the 'decline
in popularity of the investment trust sector and the UK equity market'.
The Board has identified the following as potential emerging risks:
· Demographic change
Increasing financial inequality, lack of knowledge, trend of passive
investment and new trends in social attitudes.
· Technological change
Artificial intelligence, sector disruption, changes to existing job roles,
ethical oversight of technological change, autonomous vehicles,
electrification and healthcare impact.
· Environmental sustainability
Climate change, decarbonisation, extreme bad weather events, increasing
legislation/political action, resource scarcity and reputational consequences.
· Political and economic change
Tax risk (including impact on dividends paid by the Company to shareholders)
and impact on performance if the UK were to remain out of favour.
The Company's emerging risks are macro-economic and political in nature and
the Company has no control over these. These include ongoing heightened
macro-economic uncertainty from political events such as Russia's invasion of
Ukraine and the conflict in the Middle East. The Board monitors these emerging
risks and, if specific action relating to the investments, or the Company's
marketing approach were to arise, the Board would take appropriate action.
BORROWINGS
The Company has an unsecured loan facility in place which allows it to borrow
as and when appropriate. £20m (2023: £30m) is available under the facility.
Net gearing is limited by the Board to 25% of net assets. The maximum amount
drawn down in the period under review was £18.0m (2023: £18.2m), with
borrowing costs for the year totalling £674,000 (2023: £817,000). £7.0m
(2023: £10.2m) of the facility was in use at the year end. Net gearing at 31
October 2024 was 5.3% (2023: 9.6%) of net asset value.
VIABILITY STATEMENT AND GOING CONCERN
The Directors have assessed the viability of the Company taking account of the
Company's current position and the potential impact of the principal risks and
uncertainties documented in the Strategic Report in the Annual Report.
The assessment considered the impact and likelihood of the principal risks and
uncertainties facing the Company. Key areas of focus were the shareholder base
and voting on platforms in the light of the Requisitioned General Meeting,
shareholders not approving the proposed Scheme of Reconstruction which the
Directors believe is in the best interests of shareholders as a whole,
investment strategy and performance against benchmark, including a
consideration of the risks around asset allocation, stock selection and
gearing. Market risk was also assessed in terms of the impact of severe but
plausible scenarios and the effectiveness of the mitigating controls in place.
The Directors took into account the liquidity of the portfolio and the
borrowings in place when considering the viability of the Company over the
next five years and its ability to meet liabilities as they fall due. This
included consideration of the duration of the Company's borrowing facilities
and the ability to renew such facilities, consideration of the impact of
rising interest rates and how a breach of any covenants could impact the
Company's net asset value and share price. The Board has reviewed three
additional model scenarios which evaluate the impact on the revenue forecast
and reserves. These range from a worst case scenario which includes a 5%
reduction in income and net assets, through to a scenario where there is no
income growth and no reduction in income or net assets. Increasing dividends
to shareholders could continue under all three scenarios, although the Company
would need to use its capital reserves in some cases. None of the results of
the scenarios used would therefore threaten the viability of the Company.
The Directors do not expect there to be any significant change to the
principal risks and adequacy of the mitigating controls in place. Large cap
stocks are held as ballast for the portfolio and for liquidity, and the
percentage of the portfolio holding of these stocks generally exceeds the
gearing percentage. The Board actively monitors investment performance and
considers factors such as significant falls in the NAV, ongoing heightened
macro-economic uncertainty from political events such as Russia's invasion of
Ukraine and the conflict in the Middle East. Any recent experience has not
materially affected the long-term viability of the Company. The Board is
therefore confident that significant market collapses would not impact the
Company's viability. Also, the Directors do not envisage any change in
strategy or objectives or any events that would prevent the Company from
continuing to operate over that period as the majority of the Company's assets
are liquid, its commitments are limited, and, subject to the outcome of the
Scheme (referred to below), the Company intends to continue to operate as an
investment trust. In coming to this conclusion, the Board has considered the
factors aforementioned and does not believe that they will have a long-term
impact on the viability of the Company and its ability to continue in
operation, notwithstanding the short-term uncertainty they have caused in the
markets.
The Directors recognise that a circular relating to a Scheme of Reconstruction
has been issued to shareholders. The Directors currently believe that the
Company will continue to exist for the foreseeable future, and at least for
the period of assessment if the shareholders were not to approve the Scheme of
Reconstruction (subject to the outcome of a continuation vote that is due to
take place at the AGM in 2026). If the Scheme were to be approved, then the
Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due until such
date that the Company is put into liquidation and the Scheme is completed.
Based on this assessment, the Board has 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-year period.
Due to the uncertainty arising from the proposed Scheme of Reconstruction, the
Directors have disclosed a material uncertainty in respect of adopting the
going concern basis of accounting in preparing the Financial Statements (see
the Annual Report for further details).
RELATED PARTY TRANSACTIONS
The Company's transactions with related parties in the year were with its
Directors and the Manager. There have been no material transactions between
the Company and its Directors during the year and the only amounts paid to
them were in respect of expenses and remuneration for which there were no
outstanding amounts payable at the year end. Directors' shareholdings are
disclosed in the Annual Report.
In relation to the provision of services by the Manager, other than fees
payable by the Company in the ordinary course of business and the facilitation
of marketing activities with third parties, there have been no material
transactions with the Manager affecting the financial position of the Company
during the year under review. More details on transactions with the Manager,
including amounts outstanding at the year end, are given in the Notes to the
Financial Statements in the Annual Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In accordance with Disclosure Guidance and Transparency Rule 4.1.12, each of
the Directors, who are listed in Note 13, confirms that, to the best of his or
her knowledge:
• the Company's Financial Statements, which have been prepared in accordance
with UK Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and returns of the Company; and
• the Annual Report and Financial Statements include a fair review of the
development and performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
On behalf of the Board
Wendy Colquhoun
Chairman
12 February 2025
Twenty largest holdings at 31 October 2024
The stocks in the portfolio are a diverse mix of businesses operating in a
wide range of end markets.
Ranking % of Approximate market capitalisation Valuation Purchases Sales Appreciation/ Valuation
2024 (2023) portfolio 2023 £'000 £'000 (depreciation) 2024
Company £'000 £'000 £'000
1 (7) Standard Chartered 3.5 £22bn 2,426 - - 1,040 3,466
2 (6) HSBC¹ 3.1 £129bn 2,550 - (71) 585 3,064
3 (3) Boku¹ 3.1 £541m 2,857 - (714) 860 3,003
4 (2) Barclays 2.7 £34bn 3,224 - (2,890) 2,278 2,612
5 (5) Rio Tinto 2.6 £85bn 2,627 - - (119) 2,508
6 (15) Springfield Properties¹ 2.4 £118m 1,713 82 (1,114) 1,680 2,361
7 (11) Anglo American 2.4 £32bn 2,044 - - 296 2,340
8 (17) Cohort¹ 2.4 £371m 1,497 - (417) 1,251 2,331
9 (12) Tesco 2.4 £23bn 1,820 - - 490 2,310
10 * Shaftesbury Capital 2.1 £3bn - - - 176 2,036
11 (14) Marks & Spencer 2.0 £8bn 1,734 - (950) 1,186 1,970
12 (20) SigmaRoc¹ 2.0 £870m 1,458 - (346) 835 1,947
13 (2) Vertu Motors¹ 2.0 £225m 3,120 - (1,035) (158) 1,927
14 * Flutter Entertainment 1.8 £32bn 1,290 - - 524 1,814
15 * BP 1.8 £61bn - 1,930 - (141) 1,789
16 (16) Van Elle¹ 1.8 £46m 1,607 - - 169 1,776
17 (19) Babcock 1.8 £2bn 1,466 - - 304 1,770
18 * GlaxoSmithKline 1.8 £58bn 1,341 562 - (135) 1,768
19 * Entain 1.8 £5bn - 1,472 - 278 1,750
20 * NatWest 1.7 £31bn 1,260 - (768) 1,188 1,680
At 31 October 2024 these investments totalled £44,222,000 or 45.0% of the
portfolio.
* Not in the top 20 largest investments last year
(1) Quoted on AIM
( )
Portfolio by sector
As a percentage of the investment portfolio excluding cash
31 October 2024 31 October 2023
% %
Basic Materials 7.4 6.6
Consumer Discretionary 16.5 18.0
Consumer Staples 5.6 3.0
Energy 9.0 9.2
Financials 20.2 20.6
Health Care 4.2 4.3
Industrials 25.3 27.4
Real Estate 3.5 1.2
Technology 7.0 8.6
Telecommunications 1.3 1.1
100.0 100.0
Portfolio by index
As a percentage of the investment portfolio excluding cash
31 October 2024 31 October 2023
% %
FTSE 100 34.3 31.7
FTSE 250 19.5 13.3
FTSE SmallCap 8.8 9.4
FTSE AIM 32.9 44.2
Other(1) 4.5 1.4
100.0 100.0
1 Other also includes AIM investments outside the FTSE AIM Index and shares
listed on the main market which are not included in the FTSE All-Share Index
Market capitalisation of the portfolio at 31 October 2024
Portfolio Weight Benchmark Weight
% %
Greater than £2b 40.9 90.5
£1b - £2b 5.5 4.8
£500m - £1b 17.3 2.5
£200m - £500m 15.1 1.7
£100m - £200m 11.8 0.4
£50m - £100m 3.2 0.1
Less than £50m 5.6 0.0
Other 0.6 0.0
100.0 100.0
A glossary of terms can be found in the Annual Report
Sources: Morningstar Direct, Janus Henderson, LSEG Datastream
INCOME STATEMENT
Year ended 31 October 2024 Year ended 31 October 2023
Notes Revenue Capital Revenue Capital
return return Total return return Total
£'000 £'000 return £'000 £'000 return
£'000 £'000
2 Gains/(losses) on investments held at fair value through profit or loss - 12,384 12,384 - (9,892) (9,892)
3 Income from investments held at fair value through profit or loss 2,998 - 2,998 3,269 - 3,269
4 Other interest receivable and other income 288 - 288 242 - 242
--------- ---------- ---------- --------- ---------- ----------
Gross revenue and capital gains/(losses) 3,286 12,384 15,670 3,511 (9,892) (6,381)
5 Management fees (154) (360) (514) (151) (351) (502)
Other administrative expenses (452) (6) (458) (466) - (466)
--------- ---------- ---------- --------- ---------- ----------
Net return/(loss) before finance costs and taxation 2,680 12,018 14,698 2,894 (10,243) (7,349)
Finance costs (202) (472) (674) (245) (572) (817)
----------- ---------- ---------- ----------- ---------- ----------
Net return/(loss) before taxation 2,478 11,546 14,024 2,649 (10,815) (8,166)
Taxation (2) - (2) (6) - (6)
----------- ---------- ---------- ----------- ---------- ----------
Net return/(loss)after taxation 2,476 11,546 14,022 2,643 (10,815) (8,172)
====== ====== ====== ====== ====== ======
6 Net return/(loss) per ordinary share - basic and diluted 6.27p 29.24p 35.51p 6.70p* (27.40p)* (20.70p)*
====== ======= ====== ====== ======= ======
*Comparative figures have been restated due to the sub-division of each
ordinary share of 25p into five ordinary shares of 5p each on 11 March 2024.
The total columns of this statement represent the Profit and Loss Account of
the Company. The revenue return and capital return columns are supplementary
to this and are prepared under guidance published by the Association of
Investment Companies. All revenue and capital items in the above statement
derive from continuing operations. The Company had no recognised gains or
losses other than those disclosed in the Income Statement.
STATEMENT OF CHANGES IN EQUITY
Year ended 31 October 2024 Called up Share Capital Other Total shareholders' funds
share premium redemption capital Revenue £'000
capital account reserve reserves reserve
£'000 £'000 £'000 £'000 £'000
At 1 November 2023 2,000 14,838 2,431 59,924 2,572 81,765
Ordinary dividends paid - - - - (2,803) (2,803)
Refund of unclaimed dividends over 12 years old - - - - 5 5
Net return after taxation - - - 11,546 2,476 14,022
-------- ---------- ---------- ---------- ----------- ---------
At 31 October 2024 2,000 14,838 2,431 71,470 2,250 92,989
===== ====== ====== ====== ====== =====
Called up Share Capital Other Revenue Total shareholders' funds
Year ended 31 October 2023 share premium redemption capital reserve £'000
capital account reserve reserves £'000
£'000 £'000 £'000 £'000
At 1 November 2022 2,000 14,838 2,431 70,739 2,693 92,701
Ordinary dividends paid - - - - (2,764) (2,764)
Net (loss)/return after taxation - - - (10,815) 2,643 (8,172)
-------- ---------- ---------- ---------- ----------- ----------
At 31 October 2023 2,000 14,838 2,431 59,924 2,572 81,765
===== ====== ====== ====== ====== ======
STATEMENT OF FINANCIAL POSITION
31 October 2024 31 October 2023
£'000 £'000
Fixed assets
Investments held at fair value through profit or loss
Listed at market value 64,477 50,270
Quoted on AIM at market value 33,235 38,703
Unlisted 490 513
------------ ------------
98,202 89,486
------------ ------------
Current assets
Investment held at fair value through profit or loss 2 2
Debtors 347 487
Cash at bank and in hand 2,091 2,315
------------ ------------
2,440 2,804
Creditors: amounts falling due within one year (7,653) (10,525)
----------- -----------
Net current liabilities (5,213) (7,721)
----------- -----------
Total assets less current liabilities 92,989 81,765
----------- -----------
Net assets 92,989 81,765
======= =======
Capital and reserves
Called up share capital 2,000 2,000
Share premium account 14,838 14,838
Capital redemption reserve 2,431 2,431
Other capital reserves 71,470 59,924
Revenue reserve 2,250 2,572
------------ ------------
Total shareholders' funds 92,989 81,765
======= =======
Net asset value per ordinary share - basic and diluted 235.5p 207.0p*
======= =======
*Comparative figure for the period ended 31 October 2023 has been restated due
to the sub-division of each ordinary share of 25p into five ordinary shares of
5p each on 11 March 2024.
STATEMENT OF CASH FLOWS
Year ended Year ended
31 October 31 October
2024 2023
£'000 £'000
Cash flows from operating activities
Net return/(loss) before taxation 14,024 (8,166)
Add: finance costs 674 817
(Less)/add: (gains)/losses on investments held at fair value through profit or (12,384) 9,892
loss
Withholding tax on dividends deducted at source (2) -
Increase in other debtors (56) (81)
Increase/(decrease) in creditors 332 (12)
---------- ----------
Net cash inflow from operating activities(1) 2,588 2,450
---------- ----------
Cash flows from investing activities
Purchase of investments (21,452) (7,527)
Sale of investments 25,244 13,647
Proceeds from capital dividends 72 -
------------ ------------
Net cash inflow from investing activities 3,864 6,120
------------ ------------
Cash flows from financing activities
Equity dividends paid (2,798) (2,764)
Net loans repaid (3,168) (3,937)
Interest paid (710) (773)
----------- -----------
Net cash outflow from financing activities (6,676) (7,474)
----------- -----------
Net (decrease)/increase in cash and cash equivalents (224) 1,096
Cash at bank and in hand at start of year 2,315 1,219
---------- ----------
Cash at bank and in hand at end of year 2,091 2,315
====== ======
Comprising:
Cash at bank and in hand 2,091 2,315
====== ======
(1) Cash inflow from dividends was £2,942,000 (2023: £3,211,000) and cash
inflow from interest was £57,000 (2023: £52,000)
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
a) Basis of accounting
The Company is a registered investment company as defined in Section 833 of
the Companies Act 2006 and is incorporated in the United Kingdom. It operates
in the United Kingdom and is registered at 201 Bishopsgate, London EC2M 3AE.
The Financial Statements have been prepared in accordance with the Companies
Act 2006, FRS 102 - The Financial Reporting Standard applicable in the UK and
Republic of Ireland and with the Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and Venture Capital Trusts (the
"SORP") issued in July 2022 by the Association of Investment Companies.
The principal accounting policies applied in the presentation of these
Financial Statements are set out in the Annual Report. These policies have
been consistently applied to all the years presented. The Financial Statements
have been prepared under the historical cost basis except for the measurement
of fair value of investments. In applying FRS 102, financial instruments have
been accounted for in accordance with Sections 11 and 12 of the standard. All
of the Company's operations are of a continuing nature.
b) Going concern
The Directors acknowledge that they have proposed a Scheme of Reconstruction,
which is subject to the shareholders' approval at General Meetings scheduled
for 21 February 2025 and 14 March 2025. If the resolutions approving the
Scheme and placing the Company into liquidation are passed, the Company will
not continue as a going concern beyond 14 March 2025.
If the resolutions are not passed, the Directors having considered the
Company's financial position, the principal risks, and broader macroeconomic
factors outlined in the viability statement, are satisfied that the Company
could continue in operational existence for at least 12 months from the date
of approval of the financial statements.
In coming to this conclusion, the following matters have been considered. The
assets of the Company consist primarily of securities that are listed (or
quoted on AIM), which are readily realisable. The net current liabilities
position is primarily due to borrowings under the loan facility, and the
Company's portfolio is sufficiently liquid to meet the net current liabilities
in the event that the loan needs to be fully repaid. The securities lending
programme entered into by the Company (see the Notes to the Financial
Statements in the Annual Report for more information) is supported by
indemnification and therefore does not impact the liquidity of the portfolio
or the Company's ability to continue as a going concern. Accordingly, the
Directors believe that the Company has adequate resources to continue in
operational existence for at least twelve months from the date of approval of
the Financial Statements.
The Company's ability to continue as a going concern is dependent on whether
the shareholders approve the proposed Scheme of Reconstruction and subsequent
liquidation at the upcoming general meetings. This approval is not
guaranteed and therefore indicates that a material uncertainty exists that may
cast significant doubt on the Company's ability to continue as a going
concern.
The Company's Articles of Association also require that at every third AGM, an
ordinary resolution be put to shareholders to approve the continuation of the
Company. The resolution was last put to the AGM in 2023 and was duly passed,
and should the Company continue in existence, the next triennial continuation
resolution will next be put to the shareholders at the AGM in 2026.
Based on this assessment, the Directors consider that, although there is
material uncertainty due to the upcoming shareholder votes in respect of the
Scheme, the Company would otherwise remain a going concern for a period of at
least 12 months from the date of approval of the financial statements and have
therefore prepared the Financial Statements on a going concern basis. The
financial statements do not include any adjustments that would result from the
basis of preparation being inappropriate.
2. Gains/(losses) on investments held at fair value through profit or loss 2024 2023
£'000 £'000
Gains/(losses) on the sale of investments based on historical cost 5,224 (3,497)
Revaluation losses recognised in previous years 3,270 4,342
---------- ----------
Gains on investments sold in the year based on carrying value at previous 8,494 845
Statement of Financial Position date
Revaluation gains/(losses) on investments held at 31 October 3,890 (10,737)
---------- ----------
12,384 (9,892)
====== ======
Included within gains/(losses) on investments are special capital dividends of
£72,000 (2023: £nil). These are accounted for in accordance with accounting
policy 1f as set out in the Annual Report.
3. Income from investments held at fair value through profit or loss 2024 2023
£'000 £'000
UK:
Dividends from listed investments 2,096 1,384
Dividends from AIM investments 809 1,795
------- -------
2,905 3,179
------- -------
Non-UK:
Dividends from listed investments 93 90
------- -------
93 90
------- -------
2,998 3,269
==== ====
4. Other interest receivable and other income 2024 2023
£'000 £'000
Deposit interest 56 56
Stock lending commission 229 183
Underwriting commission (allocated to revenue) 3 3
------- -------
288 242
==== ====
Stock lending commission has been shown net of brokerage fees of £57,000
(2023: £46,000).
During the year the Company was not required to take up shares in respect of
underwriting commission; no commission was taken to capital (2023: same).
5. Management fee
2024 2023
Revenue Capital Total Revenue Capital Total
return return return return return return
£'000 £'000 £'000 £'000 £'000 £'000
Management fee 154 360 514 151 351 502
-------- --------- --------- -------- --------- ---------
154 360 514 151 351 502
===== ===== ===== ===== ===== =====
The basis on which the management fee is calculated is set out in the
strategic report contained in the Annual Report. Performance fee provisions
were removed with effect from 20 October 2023.
6. Net return/(loss) per ordinary share - basic and diluted
The total return per ordinary share is based on the total profit attributable
to the ordinary shares of £14,022,000 (2023: total loss of £8,172,000) and
on 39,491,875 ordinary shares (2023: 39,491,875*) being the weighted average
number of shares in issue during the year.
The return/(loss) per ordinary share can be further analysed as follows:
2024 2023
£'000 £'000
Revenue return 2,476 2,643
Capital return/(loss) 11,546 (10,815)
----------- -----------
Total return/(loss) 14,022 (8,172)
====== ======
39,491,875 39,491,875*
Weighted average number of ordinary shares
======== ========
2024 2023
Revenue return per ordinary share 6.27p 6.69p*
Capital return/(loss) per ordinary share 29.24p (27.39p)*
------------ ------------
Total return/(loss) per ordinary share - basic and diluted 35.51p (20.70p)*
======= =======
* Comparative figures for the period ended 31 October 2023 have been restated due to the sub-division of each ordinary share of 25p into five ordinary shares of 5p each on 11 March 2024.
7. Net asset value per ordinary share - basic and diluted
The net asset value per ordinary share at the year end was 235.46p (2023:
207.04p*). The net asset value per ordinary share is based on the net assets
attributable to the ordinary shares of £92,989,000 (2023: £81,765,000) and
on the 39,491,875 ordinary shares in issue at 31 October 2024 (2023:
39,491,875*). There are no dilutive securities so the basic and diluted net
asset value per ordinary share are the same.
The movements during the year of the assets attributable to the ordinary
shares were as follows:
2024 2023
£'000 £'000
Total net assets at 1 November 81,765 92,701
Total net profit/(loss) 14,022 (8,172)
Dividends paid in the year (2,798) (2,764)
----------- -----------
Total net assets at 31 October 92,989 81,765
====== ======
* Comparative figures for the period ended 31 October 2023 have been restated
due to the sub-division of each ordinary share of 25p into five ordinary
shares of 5p each on 11 March 2024.
8. Called up share capital 2024 2023
£'000 £'000
Allotted and issued ordinary shares of 5p each 39,491,875
(2023: 39,491,875*) 1,974 1,974
Ordinary shares of 5p each held in treasury 512,415 (2023: 512,415*) 26 26
---------- ----------
2,000 2,000
====== ======
* Comparative figures for the period ended 31 October 2023 have been restated due to the sub-division of each ordinary share of 25p into five ordinary shares of 5p each on 11 March 2024.
During the year ended 31 October 2024 no ordinary shares were issued or
repurchased by the Company (outside of the shares issued in relation to the
share split) (2023: no shares issued or repurchased). Shares held in treasury
do not carry a right to receive dividends or vote.
9. Ordinary dividends paid
Record date Payment date 2024 2023
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Third Interim dividend for the year ended 31 October 2022 of 1.4p* 18 November 2022 16 December 2022 - 553 -
Final dividend for the year ended 31 October 2022 of 2.6p* 17 February 2023 24 March 2023 - 1,027 -
First Interim dividend for the year ended 31 October 2023 of 1.5p* 19 May 2023 23 June 2023 - 592
Second Interim dividend for the year ended 31 October 2023 of 1.5p* 18 August 2023 22 September 2023 - 592
Third Interim dividend for the year ended 31 October 2023 of 1.5p* 17 November 2023 15 December 2023 592
Final dividend for the year ended 31 October 2023 of 2.6p* 16 February 2024 22 March 2024 1,027
First Interim dividend for the year ended 31 October 2024 of 1.5p 17 May 2024 20 June 2024 592
Second Interim dividend for the year ended 31 October 2024 of 1.5p 16 August 2024 20 September 2024 592 -
Refund of unclaimed dividends over 12 years old (5) -
--------- ---------
2,798 2,764
===== =====
* Comparative figures for the period ended 31 October 2023 have been restated
due to the sub-division of each ordinary share of 25p into five ordinary
shares of 5p each on 11 March 2024.
The Board declared a third interim dividend of 1.5p per ordinary share, paid
on 13 December 2024 to shareholders on the register of the Company at the
close of business on 15 November 2024. The ex-dividend date was 14 November
2024. Based on the number of ordinary shares in issue on 31 October 2024, the
cost of this dividend was £592,000.
A fourth interim dividend for the year ended 31 October 2024 of 2.6p per
ordinary share will be paid on 11 March 2025 to shareholders on the register
of members at the close of business on 21 February 2025. The shares will be
quoted ex-dividend on 20 February 2025.
The total dividends payable in respect of the financial year, which form the
basis of the test under Section 1158 of the Corporation Tax Act 2010, are set
out below:
Year Year
ended ended
31 October 31 October
2024 2023
£'000 £'000
Revenue available for distribution by way of dividends for the year 2,476 2,643
First interim dividend for the year ended 31 October 2024: 1.5p (2023: 1.5p*) (592) (592)
Second interim dividend for the year ended 31 October 2024: 1.5p (2023: 1.5p*) (592) (592)
Third interim dividend for the year ended 31 October 2024: 1.5p (2023: 1.5p*) (592) (592)
Declared fourth interim dividend for the year ended 31 October 2024: 2.6p (1,027) (1,027)
(based on the 39,491,875 ordinary shares in issue at 12 February 2025) (2023:
2.6p* on 39,491,875* ordinary shares)
----------- -----------
Transferred from revenue reserve(1) (327) (160)
======= =======
*Comparative figures for the period ended 31 October 2023 have been restated due to the sub-division of each ordinary share of 25p into five ordinary shares of 5p each on 11 March 2024.
All dividends have been paid or will be paid out of revenue profit and the
revenue reserve.
(1) Undistributed revenue comprises nil% of income from investments (2023:
nil)
10. 2024 Financial Information
The figures and financial information for the year ended 31 October 2024 are
extracted from the Company's Annual Financial Statements for that period and
do not constitute statutory financial statements for that period. The
Company's Annual Financial Statements for the year ended 31 October 2024 have
been audited but have not yet been delivered to the Registrar of Companies.
The Independent Auditor's Report on the 2024 Financial Statements was
unqualified, did not include a reference to any matter to which the Auditors
drew attention without qualifying the report, and did not contain any
statements under Sections 498(2) and 498(3) of the Companies Act 2006.
11. 2023 Financial Information
The figures and financial information for the year ended 31 October 2023 are
extracted from the Company's Annual Financial Statements for that period and
do not constitute statutory financial statements for that period. The
Company's Annual Financial Statements for the year ended 31 October 2023 have
been audited and delivered to the Registrar of Companies. The Independent
Auditor's Report on the 2022 Financial Statements was unqualified, did not
include a reference to any matter to which the Auditors drew attention without
qualifying the report, and did not contain any statements under Sections
498(2) and 498(3) of the Companies Act 2006.
12. Annual Report and Annual General Meeting
The Annual Report for the year ended 31 October 2024 will be posted to
shareholders in February 2025 and will be available on the Company's website
www.hendersonopportunitiestrust.com
(http://www.hendersonopportunitiestrust.com) or from the Corporate Secretary
at the Company's Registered Office, 201 Bishopsgate, London EC2M 3AE.
The Company's 2025 AGM will only be scheduled in the event that shareholders
do not approve the Scheme of Reconstruction and it does not become effective.
In this case, a separate notice of meeting for the AGM will be sent to
shareholders in or around March 2025.
13. General Information
Company Status:
Henderson Opportunities Trust plc is registered in England and Wales (No.
01940906), has its registered office at 201 Bishopsgate, London EC2M 3AE and
is listed on the London Stock Exchange.
SEDOL/ISIN: BSHRGN4/GB00BSHRGN41
London Stock Exchange (TIDM) Code: HOT
Global Intermediary Identification Number (GIIN): LVAHJH.99999.SL.826
Legal Entity Identifier (LEI): 2138005D884NPGHFQS77
Directors and Corporate Secretary:
The Directors of the Company are Wendy Colquhoun (Chairman), Frances Daley
(Audit and Risk Committee Chairman), Davina Curling and Harry Morgan. The
Corporate Secretary is Janus Henderson Secretarial Services UK Limited,
represented by Melanie Stoner (Fellow of the Chartered Governance Institute).
Website:
Details of the Company's share price and net asset value, together with
general information about the Company, monthly factsheets and data, copies of
announcements, reports and details of general meetings can be found at
www.hendersonopportunitiestrust.com
(http://www.hendersonopportunitiestrust.com) .
For further information, please contact:
James Henderson Laura Foll
Fund Manager Fund Manager
Henderson Opportunities Trust plc Henderson Opportunities Trust plc
Telephone: 020 7818 4370 Telephone: 020 7818 6364
Dan Howe Harriet Hall
Head of Investment Trusts PR Director, Investment Trusts
Janus Henderson Investors Janus Henderson Investors
Telephone: 020 7818 1818 Telephone: 020 7818 2919
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FFFVIFDIFLIERecent news on Henderson Opportunities Trust
See all newsREG - Stock Exch Notice Henderson Opport Tst - Cancellation - Henderson Opportunities Trust Plc
AnnouncementREG - Official List - Removal - HENDERSON OPPORTUNITIES TRUST PLC
AnnouncementREG - Henderson Opport Tst - Scheme Entitlements
AnnouncementREG - Henderson Opport Tst - Result of Meeting
AnnouncementREG - Official List - Suspension - HENDERSON OPPORTUNITIES TRUST PLC
Announcement