REG - JPMorgan UK Sml Cap - Final Results
16/10/2025 07:00
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RNS Number : 5626D JPMorgan UK Small Cap Grwth&Inc PLC 16 October 2025
LONDON STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN UK SMALL CAP GROWTH & INCOME PLC
FINAL RESULTS FOR THE YEAR ENDED 31ST JULY 2025
Legal Entity Identifier: 549300PXALXKUMU9JM18
Information disclosed in accordance with the DTR 4.1.3
HIGHLIGHTS
JPMorgan UK Small Cap Growth & Income plc ('JUGI' or the 'Company')
announces its full year results for the 12-months ended 31st July 2025.
· NAV total return of +0.6% for the year ended 31st July 2025,
compared with Benchmark* return of +2.5%. Share price total return of -7.6%.
· Three years ended 31st July 2025, NAV total return of +22.7%;
share price return of +26.6%. Both significantly outperformed the Benchmark
return of +10.7%.
· Five years ended 31st July 2025, NAV total return of +57.2%;
share price return of +67.8%. Both significantly outperformed the Benchmark
return of +39.9%.
· Ten years ended 31st July 2025, NAV total return of +127.1%
compared with +57.1% for the Benchmark. Share price return of +156.3%.
· Dividend per share of 15.04p paid for the year ended 31st July
2025. For the financial year commencing 1st August 2025, the Board announced
its intention to pay dividends totalling 14.52p per share (3.63p per quarter).
*Benchmark: Numis Smaller Companies plus AIM index (excluding Investment
Companies).
Katrina Hart, Chair of JUGI, commented:
"Despite the uncertainties of the investment climate, at home and abroad,
there is cause for optimism on several fronts. UK equities have been trading
at a hefty discount to both historical valuations and to most other major
markets for some time. The discount on smaller cap stocks has been even
greater. However, the rise in takeover activity, the increase in company share
buybacks and recent positive changes to the UK Listing Rules, have all
contributed to a tentative recovery in inflows into UK equities, which
suggests that domestic and international investors are finally beginning to
recognise the value on offer."
"We believe your Company is well-positioned to maintain its long track record
of providing Shareholders with strong absolute returns and outperformance
compared to its peers, as well as an attractive, predictable income stream."
Portfolio Managers, Georgina Brittain & Katen Patel, commented:
"The Numis Smaller Companies plus AIM (ex Investment Trusts) Index was up 2.5%
for the year. Your Company underperformed during the year, producing a small
positive total return on net asset value of 0.6%. It should be noted that
excessive share price volatility, particularly in small and mid sized
companies, often driven by macro newsflow, has made performance extremely
tricky this year, but your Company remains ranked first quartile against small
cap peers over one, three, five and ten years."
"The small cap area of the UK equity market is incredibly diverse, with over
1000 companies in our index. Therefore, despite the lacklustre macro backdrop,
we continue to find exciting opportunities in our universe, and we believe we
have many of them in our portfolio that will deliver strong returns into the
future. The level of M&A, and the number of companies initiating share buy
backs due to their undervalued equity in our area of the market, confirm the
compelling investment case that we see, and it is notable that foreign
investors have recognised this and have been allocating capital to the UK
stock market."
CHAIR'S STATEMENT
Investment Comment & Performance
Global equity markets experienced bouts of significant volatility over the
year ended 31st July 2025, largely due to the uncertainties created by the new
US administration's erratic approach to trade relations. UK markets faced
additional challenges on the home front. The incoming Government's first
Budget increased employment costs, which undermined business confidence and
stoked inflation. Although it has secured major trade agreements with the US,
Europe and India in the year since taking office, there is limited evidence of
progress on its core policy commitments to boost economic growth.
UK smaller cap companies struggled in this unsupportive environment and the
Company's benchmark, the Numis Smaller Companies plus AIM (excluding
Investment Companies) Index, returned a modest +2.5% over the 12 months to
31st July 2025, underperforming UK large caps and most other major markets.
Your Company lagged its benchmark, generating a total return of +0.6% on net
assets (with net dividends reinvested). Its share price declined by 7.6%
overall during the period, having recovered much of the 15.6% fall suffered in
the first half of the Company's financial year. These disappointing results
mask the fact that many of the portfolio's holdings did well during the year.
The underperformance was mainly the result of stock specific issues related to
three portfolio holdings, as the Portfolio Managers explain in the report that
follows.
As I noted in the Company's half year report, Shareholders should also take
considerable comfort from the fact that such underperformance is a rare
occurrence for your Company, which has outperformed its benchmark on an
annualised basis in both NAV and share price terms over the three, five and
ten year periods to 31st July 2025 - see detailed long-term performance on
page 19 of the Company's Annual Report and Financial Statements for the year
ended 31st July 2025 ('2025 Annual Report'). It consistently ranks in the top
quartile across these time periods when compared to its most directly
comparable peer group of investment companies, which have been carefully
selected and continuously monitored by your Board.
The Investment Manager's Report on pages 14 and 15 of the 2025 Annual Report
provides a commentary on performance, portfolio positioning and the investment
outlook.
During the year the Company's discount widened. However, the Company's share
price recovered in the second half of the year and the discount at which its
shares trade relative to NAV narrowed from 10.3% at the end of the half year
to 9.5% at the year end. This discount is still substantially wider than the
1.1% discount at which the Company's shares traded at the end of the previous
financial year (to 31st July 2024). It is, however, narrower than the current
average discount of the Company's UK smaller cap peers. Such discount
widening has been a common experience for most investment trusts over the past
couple of years, regardless of their strategy, as the sector has faced
pressure from various sources. The sector has responded to current challenges
with a greater focus on consolidation and undertaking unprecedented levels of
share buybacks.
The Board believes that the Company's current discount is unjustified and we
remain committed to supporting the share price via share buybacks (discussed
further below), a reinvigorated marketing effort and active consideration of
further corporate opportunities arising from the current dislocation within
the investment trust sector. Your Company's superior performance record and
share rating put it in a strong position to lead the ongoing process of
rationalisation.
Revenue and Dividends
Following the Combination with JMF in 2024, the Company introduced an enhanced
dividend policy, targeting a 4% annual yield based on the unaudited NAV as at
the end of the preceding financial year-end. The Company now pays four equal
quarterly interim dividends, declared in August, November, February and May
and expected to be paid in October, January, April and July each year.
On 5th August 2025 the Company announced that the unaudited cum income net
asset value at the close of business on 31st July 2025 (the Company's
year-end) was 362.58 pence per share (2024: 376.24 pence per share). In line
with the Company's distribution policy, the Directors declared the
first quarterly interim dividend of 3.63 pence per share for the year ending
31st July 2026 (3.76 pence per share for the year ending 31st July 2025),
which was paid on 1st October 2025. It is anticipated that three further
interim dividend payments, each of 3.63 pence per share, will be made in
January, April and July 2026. This will take the 2026 annual dividend to 14.52
pence per share (2025: 15.04 pence per share).
During the year ended 31st July 2025, the Company paid dividends totalling
£20.3 million that were funded by a combination of a net revenue return of
£13.2 million and distributable reserves of £7.1 million.
Gearing
The Company has maintained a fairly constant level of gearing, with the Board
giving the Portfolio Managers flexibility to adjust the gearing tactically
within a range of 10% net cash to 15% geared in normal markets. During the
reporting period, the Company's gearing ranged from 7.2% to 11.5%, ending the
financial year at 8.1%, as the Portfolio Managers took advantage of perceived
attractive valuations.
Although gearing neither enhanced nor detracted from performance during the
year under review, the Board believes that a moderate level of gearing is an
efficient way to enhance long-term returns for Shareholders, albeit at the
cost of a small increase in short-term volatility. The Board takes into
consideration the cost of borrowing when arranging facilities for the Company.
The level of gearing is regularly discussed with the Portfolio Managers and is
adjusted by them to reflect short-term considerations within parameters set by
the Board.
During the year, the Company secured a new £55 million 360 day revolving
facility with Bank of America, offering improved and more flexible terms
compared to the previous arrangement. The facility includes an option to
increase the loan by £35 million up to £90 million. In July 2025, the
Company exercised £5 million of this option, resulting in a total commitment
of £60 million as of 31st July 2025.
Share Repurchases and Issuance
The Board closely monitors the relationship between the share price and net
asset value. As in previous years, the Board's objective is to use the
repurchase and allotment authorities to manage imbalances between the supply
and demand for the Company's shares, with the intention of reducing the
volatility of the discount or premium. The Company's broker and the Manager
continually review the Company's rating and utilise the authority, in
consultation with the Board, in normal market conditions and when it is
considered that it will be effective and in the interests of all Shareholders.
During the 12 months to end July 2025, the Company repurchased 6,980,000
shares into Treasury (equivalent to 5.1% of the shares in issue at the start
of the financial year) at an average discount of 10.9%. The Company did not
issue any ordinary shares. As at 31st July 2025, despite buying back shares,
the issued share capital (excluding shares held in Treasury) was 67% greater
than before the Combination with JMF, giving us increased flexibility to
support the share price.
As at the end of the reporting period there were 139,141,277 shares in issue
(including 8,689,741 shares held in Treasury). Since the period end, as at
14th October 2025, the Company has repurchased a further 3,305,250 shares
into Treasury (equivalent to 2.4% of the ordinary shares in issue as at 31st
July 2025) at an average discount of 9.2%.
The Board believes this mechanism will continue to be helpful in supporting
the Company's share price and therefore recommends that powers to repurchase
up to 14.99% of the Company's shares (less shares held in Treasury) and the
allotment of new shares or re-sale of shares out of Treasury up to
approximately 10% as at the date of the AGM, be renewed.
Board of Directors and Succession Planning
As I noted in the Company's Half Year Report, the Combination with JMF has
enabled the Board to benefit from the contribution of three new Directors
joining from JMF. In particular, this has expanded the Board's competence in
marketing and small cap operating experience.
Following the retirement of the Company's former Chair, Andrew Impey, and
Richard Gubbins at the 2024 AGM, the Board now consists of five members. The
Board believes that this number of Directors is appropriate to the needs of
the Company, and that the Board has all the relevant skills and experience.
During the year, the Board, through its Nomination Committee, employed an
independent board advisory consultant to facilitate a comprehensive evaluation
of the Board, its Committees, the individual Directors and the Chair. This
process comprised an external on-line evaluation and the report confirmed the
effectiveness of the Board. In accordance with the FCA's new policy on
diversity, the Board currently complies with the gender recommendation; it is
committed to increasing other forms of diversity over time to ensure the
Board's discussions always benefit from fresh and varied perspectives.
Annual General Meeting
The Company's thirty-fifth Annual General Meeting (AGM) will be held at 60
Victoria Embankment, London EC4Y 0JP on Thursday 27th November 2025 at 2.00
pm. The Board strongly encourages all Shareholders, whatever the size of their
holding, to exercise their right to vote and hopes that many Shareholders will
be able to attend. As with previous years, you will have the opportunity to
hear from the Portfolio Managers and their presentation will be followed by a
question and answer session. Shareholders wishing to follow the AGM
proceedings but choosing not to attend will be able to view them live and ask
questions through conferencing software. Details on how to register, together
with access details, can be found on the Company's website:
www.jpmorganuksmallcapgrowthandincomeplc.com
(http://www.jpmorganuksmallcapgrowthandincomeplc.com) , or by contacting the
Company Secretary at jpmam.investment.trusts@jpmorgan.com
(mailto:jpmam.investment.trusts@jpmorgan.com) .
In accordance with normal practice, all voting on the resolutions will be
conducted on a poll. Due to technological reasons, Shareholders viewing the
meeting via conferencing software will not be able to vote on the poll and we
therefore encourage all Shareholders and particularly those who cannot attend
physically, to submit their proxy votes in advance of the meeting, so that
they are registered and recorded at the AGM. Proxy votes can be lodged in
advance of the AGM either by post or electronically: detailed instructions are
included in the Notes to the Notice of Annual General Meeting in the Annual
Report. In addition, Shareholders are encouraged to send any questions ahead
of the AGM to the Board via the Company Secretary at the email address above.
We will endeavour to answer relevant questions at the meeting or via the
website depending on arrangements in place at the time.
If there are any changes to the above AGM arrangements, the Company will
update Shareholders through the Company's website and, if appropriate, through
an announcement on the London Stock Exchange.
Stay in Touch
Your Board would like to ensure Shareholders have regular information about
the Company's progress. Please consider signing up for our email updates
featuring news and views, as well as the latest performance of the portfolio.
You can opt in via the QR Code on page 3 of the 2025 Annual Report or via the
following link tinyurl.com/JUGI-Subscribe (http://tinyurl.com/JUGI-Subscribe)
.
Outlook
While the UK's recent economic and political performance has been
disappointing and global geopolitical tensions remain high, your Portfolio
Managers and their wider team seek out companies that are nimble enough to
steer their own path, whatever the economic and political backdrop. The recent
positive performance of the majority of the portfolio's holdings, along with
the Company's strong long-term track record, provide ample evidence of the
Portfolio Managers' skill at identifying such flexible, resilient companies
with exciting growth prospects. The Board welcomes the Managers' ongoing
efforts to take full advantage of the many interesting, attractively valued
investment opportunities on offer among UK smaller cap companies.
Despite the uncertainties of the investment climate, at home and abroad, there
is cause for optimism on several fronts. UK equities have been trading at a
hefty discount to both historical valuations and to most other major markets
for some time. The discount on smaller cap stocks has been even greater.
However, the rise in takeover activity, the increase in company share buybacks
and recent positive changes to the UK Listing Rules, have all contributed to a
tentative recovery in inflows into UK equities, which suggests that domestic
and international investors are finally beginning to recognise the value on
offer. As has already been demonstrated by takeover activity within the
Company's portfolio, smaller cap stocks are likely to be a particular
beneficiary of this newfound appetite for UK equities. Any policy initiatives
in the forthcoming Budget that deliver on the Government's commitment to
support the UK market can only encourage this trend.
My fellow Directors and I therefore see good reasons to share the Managers'
confidence in the outlook for the portfolio which is in skilled and
experienced hands, supported by the Manager's extensive research resources. In
summary, we believe your Company is well-positioned to maintain its long track
record of providing Shareholders with strong absolute returns and
outperformance compared to its peers, as well as an attractive, predictable
income stream.
Thank you for your ongoing support.
Katrina Hart
Chair
15th October 2025
INVESTMENT MANAGER'S REPORT
Performance and Market Background
As has become the norm in recent years, global geopolitical tensions remained
very much in the foreground during our financial year to July 2025. Russia's
war against Ukraine continued, and unrest persisted in the Middle East. Donald
Trump secured a decisive victory in the US elections, which led to a new
regime of tariffs on numerous products, while in France and Germany, politics
was also at the forefront.
In the UK, Labour ended its first year in power with notable climbdowns in its
efforts to reduce Government spending, despite its large majority, and despite
the evident need to reduce our national debt. Labour's first Budget
significantly weakened both business and consumer confidence, most notably
with its significant increase in employers' National Insurance burden.
Interest rates continued to fall, perhaps more slowly than expected, ending
our financial year at 4.25%, and were reduced again to 4% in August 2025.
While inflation continued to reduce for part of the year, it has recently
risen again, due in no small part to the Government's own actions.
Against this backdrop, the Numis Smaller Companies plus AIM (ex Investment
Trusts) Index was up 2.5% for the year. Your Company underperformed during the
year, producing a small positive total return on net asset value of 0.6%. It
should be noted that excessive share price volatility, particularly in small
and mid sized companies, often driven by macro newsflow, has made performance
extremely tricky this year, but your Company remains ranked first quartile
against small cap peers over one, three, five and ten years. Having been close
to par at your Company's previous year end in July 2024, the discount widened
over the year, leading to a share price total return of -7.6%.
Performance attribution
12 months to 12 months to 12 months to
31st July 2025 31st July 2024 31st July 2023
% % % % % %
Contributions to total returns
Benchmark return 2.5 13.2 -4.6
Stock selection -1.0 17.3 3.3
Sector allocation -0.6 -2.1 -2.2
Gearing/net cash 0.0 0.6 -0.5
Investment Manager's contribution -1.6 15.8 0.6
Portfolio total return 0.9 29.0 -4.0
Management fees and other expenses -0.8 -0.6 -1.0
Repurchase of ordinary shares 0.5 - -
Other effects -0.3 -0.6 -1.0
Return on net assets(A) 0.6 28.4 -5.0
Impact of change in discount -8.2 14.9 0.6
Return on share price(A) -7.6 43.3 -4.4
Source: J.P.Morgan/Morningstar.
All figures are on a total return basis.
Performance attribution analyses how the Company achieved its recorded
performance relative to its benchmark.
(A) Alternative Performance Measure ('APM')
A glossary of terms and APMs is provided on pages 92 to 94 of the 2025 Annual
Report..
Portfolio
On the positive side, a number of our largest positions contributed strongly
to performance over the year. These included our long-term holdings in Lion
Finance (previously named Bank of Georgia), Morgan Sindall, the construction
and building fit out company, and XPS Pensions, the pension consultancy
business. In addition, we benefitted from significant M&A (Mergers &
Acquisitions) activity during the year. Key bid contributors were our large
holding in Alpha Group International, (formerly called Alpha FX), and our
positions in Equals and Renold. Other bids during the year included Loungers,
Urban Logistics, and post year end, a bid for Just Group. On the negative
side, three of our holdings detracted from performance. Ashtead Technology
(subsea rental equipment into the oil and gas and renewables markets)
underperformed significantly on concerns over its end markets, and contract
delays linked to geopolitical factors. In addition, our position in Warpaint
London (value cosmetics) performed poorly, despite delivery of forecast
profits, as did our holding in 4Imprint, (promotional product provider), due
to the impact of Trump's tariffs. We retain reduced positions in all three
companies.
During the year we made certain changes to the portfolio. New additions
included Just Group, a financial services company focussed on retirement
products (which has subsequently received a bid approach at a significant
premium); Quilter, the wealth management company; Cohort and Avon Technology,
as we sought to increase our exposure to defence holdings within the
portfolio, and Filtronic, which designs and manufactures radio frequency
communications products for the space and defence industries. We also exited a
number of positions on concerns about the trading outlook. These included MJ
Gleeson, Next15 and Oxford Instruments.
Outlook
Pessimistic views of the UK economy have recently dominated. We agree that UK
economic growth has been slow, and very short-term inflation is rising again -
largely caused by the Government's actions. 30 year gilt yields have also sent
a negative message about the UK's debt burden. However, while current
forecasts for GDP growth are hardly stellar, they do suggest growth in 2025
and 2026 of c 1.1% - 1.4%, and while inflation remains well above the 2%
target, it is well below the levels endured in the recent past. Labour's
second Budget in November of this year has also weighed heavily on sentiment.
However, unemployment remains low, wage growth remains above the level of
inflation, although slowing compared to the start of 2025, the composite UK
Purchasing Manager Indices at 53 have rebounded post the introduction of
tariffs and indicate growth, and the all important Gfk consumer confidence
figures are still negative but slowly trending in the right direction. As a
consumer driven economy, this is crucial for the outlook.
Against this backdrop, why are we positive on our market and why have we
chosen to remain significantly geared? The current gearing level of over 10%
in the portfolio is somewhat overstated, as it includes some of the agreed
bids we have outlined above. However, when we receive the cash from these
takeovers, we intend to reinvest the majority of it, reflecting our view of
the compelling opportunities and valuations currently available. The small cap
area of the UK equity market is incredibly diverse, with over 1000 companies
in our index. Therefore, despite the lacklustre macro backdrop, we continue to
find exciting opportunities in our universe, and we believe we have many of
them in our portfolio that will deliver strong returns into the future. We
have outlined above the M&A activity from which the portfolio has
benefited over the last 12 months, and a number of these bids have been at
very significant premiums to the prevailing share prices. The level of
M&A, and the number of companies initiating share buy backs due to their
undervalued equity in our area of the market, confirm the compelling
investment case that we see, and it is notable that foreign investors have
recognised this and have been allocating capital to the UK stockmarket. As
Warren Buffett famously observed, "Be greedy when others are fearful".
Georgina Brittain
Katen Patel
Portfolio Managers
15th October 2025
PRINCIPAL AND EMERGING RISKS
The Board has overall responsibility for reviewing the effectiveness of the
system of risk management and internal control which is operated by the
Manager and the Company's third party service providers. Through delegation to
the Audit Committee, the Company's ongoing risk management process is designed
to identify, evaluate and mitigate the significant risks that the Company
faces.
In order to monitor and manage risks facing the Company, with the assistance
of the Manager, the Audit Committee maintains a risk matrix, which, as part
of the risk management and internal controls process, details the principal
and emerging risks that have been identified to face the Company at any given
time, together with measures put in place to monitor, manage or mitigate
against them as far as practicable. The Audit Committee considers the
Company's risk matrix at each meeting, and furthermore holds a third meeting
each year dedicated to a thorough review of the risk matrix.
The risk matrix sets out the risk, which is then rated by the likelihood of
occurrence and possible severity of impact. The Directors, through the Audit
Committee, confirm that they have carried out a robust assessment of the
principal and emerging risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity.
The principal and emerging risks facing the Company, how they have changed
during the year, the mitigating activities in place, and how the Board aims to
manage or mitigate these risks are set out below.
An upwards arrow, stable or downwards arrow has been included to show if the
risk level has heightened, remained stable or reduced since it was reported in
last year's Annual Report and Financial Statements.
Principal risk Description Mitigating activities Movement from prior year
Strategic and Performance Risk The corporate strategy, including the investment objectives and policies, may The Board regularly reviews its strategy, and assesses, with its brokers, The risk remained unchanged during the year. The Company has been more active
not be of sufficient interest to current or prospective Shareholders. Other shareholder views. in buying back its shares.
factors, such as the size of the Company and level of liquidity in its shares,
may also deter shareholder interest, resulting in the shares trading at an The Board manages these risks by diversification of the portfolio through its â
increased discount to net asset value. investment restrictions and guidelines which are monitored and reported on.
The Manager provides the Directors with timely and accurate management
Poor investment performance, for example due to poor stock selection, asset information, including performance data and attribution analyses, revenue
allocation or an inappropriate level of gearing, may lead to under-performance estimates and liquidity reports. The Board monitors the implementation and
against the Company's benchmark index and peer companies, resulting in the results of the investment process with the Portfolio Managers, who attend
Company's shares trading on a wider discount. Board meetings, and reviews data which shows statistical measures of the
Company's risk profile. The Investment Manager employs the Company's gearing,
within a strategic range set by the Board, and the Board evaluates corporate
opportunities to gain scale and other benefits.
Discount/ premium A disproportionate widening of the discount or narrowing of the premium In order to manage the volatility of the share price relative to NAV, the The risk remains high however the Company has out performed over the medium
relative to the Company's peers could result in loss of value for Company has Shareholder authority to repurchase and issue shares. The Board and long term due to the recovering investor interest in UK small cap
Shareholders, including as a result of lack of investor interest or reduction regularly discusses buyback policy and has set parameters for the Manager and companies.
in market makers in the Company's shares. the Company's broker to follow. The Board receives regular reports and is
actively involved in the decision process. The Board receives shareholder â
feedback from the Company's brokers and Manager and agrees the Company's sales
and marketing plan with the Manager. Meetings with the Chair are offered
annually to the Company's largest holders and all Shareholders are encouraged
to attend the AGM.
The Board regularly reviews and monitors the Company's objective and
investment policy and strategy, the investment portfolio and its performance,
the level of discount/premium to net asset value at which the shares trade and
movements in the share register.
Smaller Company Investment and Market Investing in smaller companies is inherently more risky and volatile, partly The Board discusses these risk factors at each Board meeting with the This risk remains high but unchanged from 2024.
due to a lack of liquidity in the shares, plus AIM stocks are less regulated. Portfolio Managers. The Portfolio Managers manage investment risk in
a variety of ways including the limits in relation to individual stocks and â
sectors relative to the Benchmark, together with other investment restrictions
and guidelines, which are agreed with the Board. These are monitored on an
ongoing basis.
Economic Environment The outlook for longer term inflation and the interest rate cycle can present The Manager takes account of the macro economic/geopolitical backdrop in This risk remains high due to relatively high interest rates; however, it is
a risk to asset pricing and economic performance. selecting and taking investment decisions and reports to the Directors at each lower than last year following an interest rate cut by the Bank of England.
Board meeting. In addition, the Board has open discussions with the Portfolio The UK inflation rate has also fallen closer to the Bank of England's target
Managers at each Board meeting including around interest rates/GDP and all rate of 2%.
macro economic factors relative to the Company's business.
â
Political and Economic Financial crisis, a significant fall in markets, natural disasters, The Board discusses global developments with the Manager and will continue to The risk has increased due to the escalation of geopolitical tensions and
significant political/regulatory change, a new pandemic or increasing risk to monitor these issues together with all other relevant considerations. The conflicts in the Middle East and Ukraine, including the recent heightened
market stability and investment opportunities from actual and potential Manager has dedicated resources to evaluate these risks, as well as access to market volatility following the chaotic US tariff policy, which has added
geopolitical conflicts could each adversely affect the Company's operation or experts where required, to assist in portfolio risk management. Neither the significant pressure on markets and economies.
performance. Manager nor the Board have control over events; however, mitigation of the
risks is sought through portfolio diversification, limits on gearing etc. In ã
addition the Board undertakes a regular review of the control environment to
ensure the Company can continue to operate in the event Business Continuity
Plans are implemented.
Investment Management Team Investment performance may suffer if the designated Portfolio Managers were to The Board considers that, though there may be short-term disruption, the risk This risk remains unchanged. The Board remains comfortable with the robustness
leave. would be mitigated by the substantial investment management resources of of the succession plans within the Investment Management Team.
JPMorgan, and the use of an established investment methodology.
â
Accounting, Legal and Regulatory In order to qualify as an investment trust, the Company must comply with The Section 1158 qualification criteria are regularly monitored by the Manager This risk remains stable. Changes to the regulatory landscape are expected to
Section 1158 of the Income and Corporation Tax Act 2010 ('Section 1158'). and the results reported to the Board each month. The Board relies on the be ongoing.
Details of the Company's approval are given on page 24 of the 2025 Annual services of its Company Secretary, JPMFL and its professional advisers to
Report. Should the Company breach Section 1158, it may lose its investment monitor compliance with all relevant requirements. â
trust status and as a consequence capital gains within the Company's portfolio
would be subject to Capital Gains Tax. The Company must also comply with the
provisions of The Companies Act 2006 and, as its shares are listed on the
London Stock Exchange, the UKLA Listing Rules and Disclosure and Transparency
Rules ('DTRs'). A breach of the Companies Act 2006 could result in the
Company and/or the Directors being fined or the subject of criminal
proceedings. Breach of the UKLA Listing Rules or DTRs may result in the
Company's shares being suspended from listing which in turn would breach
Section 1158. The Company is also subject to a number of other laws and
regulations including AIFMD, MiFID II and the Market Abuse Regulations.
Corporate governance risk arises if the Board fails to keep abreast of
evolving best practice.
Cyber Crime The threat of cyber attack, in all its guises, is regarded as at least as The Board receives the cyber security policies for its key third party service This risk has increased due to escalation in cyber crime against large
important as more traditional physical threats to business continuity and providers and assurance from JPMF that the Company benefits directly or business. To date the Manager's cyber security arrangements have proven robust
security. indirectly from JPMorgan's Cyber Security programme. The information and the Company has not been impacted by any cyber attacks threatening its
technology controls around the physical security of JPMorgan's data centres, operations.
In addition to threatening the Company's operations, such an attack is likely security of its networks and security of its trading applications are tested
to raise reputational issues which may damage the Company's share price and by an independent third party and reported every six months against the AAF ã
reduce demand for its shares. Standard.
The Company may be affected by detrimental investment performance, if the
companies in the portfolio are impacted by disruption to business as a result
of a cyber attack.
Climate change Climate change, which barely registered with investors a decade ago, has today Financial returns for long-term diversified investors should not be Climate change continues to be a critical threat facing the natural
become one of the most critical issues confronting asset managers and their jeopardised given the investment opportunities created by the world's environment and our societies.
investors. Investors can no longer ignore the impact that the world's changing transition to a low-carbon economy. The Board also considers the threat posed
climate will have on their portfolios. by the physical impact of climate change on the operations of the Manager and â
other major service providers. As extreme weather events become more common,
the resilience, business continuity planning and the location strategies of
our services providers will come under greater scrutiny.
In preparing the Company's financial statements the Directors have considered
the impact of climate change risk (see note 1(a)).
EMERGING RISKS
The AIC Code of Corporate Governance requires the Audit Committee to put in
place procedures to identify emerging risks. At each meeting, the Board
considers emerging risks which it defines as potential trends, sudden events
or changing risks which are characterised by a high degree of uncertainty in
terms of occurrence probability and possible effects on the Company. As the
impact of emerging risks is understood, they may be entered on the Company's
risk matrix and mitigating actions considered as necessary.
The Board, through the Audit Committee, has identified Artificial Intelligence
('AI') as an emerging risk: Advances in computing power means that AI has
become a powerful tool that will impact huge areas of business activity and
with a wide range of applications that include the potential to disrupt as
well as enhance business processes. The potential impact of this technology
(both positive and negative) has yet to be fully understood, leading to added
uncertainty in long-term corporate valuations.
TRANSACTIONS WITH THE MANAGER AND RELATED PARTIES
Details of the management contract are set out in the Directors' Report on
page 40 of the 2025 Annual Report . The management fee payable to the Manager
for the year was £2,675,000 (2024: £1,631,000) of which £nil (2024: £nil)
was outstanding at the year end.
Included in administration expenses in note 6 on page 71 of the 2025 Annual
Report are safe custody fees amounting to £10,000 (2024: £6,000) payable to
JPMorgan Chase Bank, N.A of which £1,000 (2024: £3,000) was outstanding at
the year end.
Handling charges (other capital charges) on dealing transactions amounting to
£12,000 (2024: £13,000) were payable to JPMorgan Chase Bank N.A. during the
year of which £2,000 (2024: £5,000) was outstanding at the year end.
The Company also invests in the JPMorgan GBP Liquidity Fund, which is managed
by JPMorgan Asset Management (Europe) S.à r.l. At the year end this was
valued at £21.6 million (2024: £8.3 million). Interest income amounting to
£518,000 (2024: £314,000) was receivable during the year of which £nil
(2024: £nil) was outstanding at the year end.
At the year end, total cash of £300,000 (2024: £257,000) was held with
JPMorgan Chase Bank, N.A. A net amount of interest of £4,000 (2024: £4,000)
was receivable by the Company during the year from JPMorgan Chase Bank, N.A of
which £nil (2024: £nil) was outstanding at the year end.
Full details of Directors' remuneration and shareholdings can be found on
pages 51 to 53 of the 2025 Annual Report and in note 6 on page 71 of the 2025
Annual Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and 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 elected to prepare the
financial statements in accordance with United Kingdom Accounting Standards,
comprising Financial Reporting Standard 102 the 'Financial Reporting Standard
Applicable in the UK and Republic of Ireland' (FRS 102). Under company law the
Directors must not approve the financial statements unless they are satisfied
that, taken as a whole, the annual report and accounts are fair balanced and
understandable and provide the information necessary, for Shareholders to
assess the Company's performance, business model and strategy, and that they
give a true and fair view of the state of affairs of the Company and of the
total return or loss of the Company for that period. In preparing these
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK Accounting Standards, comprising FRS 102,
have been followed, subject to any material departures disclosed and explained
in the financial statements;
• make judgments and accounting estimates that are reasonable and
prudent; and
• prepare the financial statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business
and the Directors confirm that they have done so.
The Directors are responsible for keeping proper 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. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The accounts are published on the www.jpmorganuksmallcapgrowthandincomeplc.com
(http://www.jpmorganuksmallcapgrowthandincomeplc.com) website, which is
maintained by the Company's Manager. The maintenance and integrity of the
website maintained by the Manager is, so far as it relates to the Company, the
responsibility of the Manager. The work carried out by the auditor does not
involve consideration of the maintenance and integrity of this website and,
accordingly, the auditor accepts no responsibility for any changes that have
occurred to the Annual Report since it was initially presented on the website.
The Annual Report is prepared in accordance with UK legislation, which may
differ from legislation in other jurisdictions.
Under applicable law and regulations the Directors are also responsible for
preparing a Strategic Report, a Directors' Report and a Directors'
Remuneration Report that comply with that law and those regulations.
Each of the Directors, whose names and functions are listed in the Directors'
Report confirm that, to the best of their knowledge:
• the financial statements, which have been prepared in accordance with
applicable law and United Kingdom Accounting Standards, comprising Financial
Reporting Standard 102 the 'Financial Reporting Standard Applicable in the UK
and Republic of Ireland' (FRS 102), give a true and fair view of the assets,
liabilities, financial position and return or loss 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.
The Board confirms that it is satisfied that the Annual Report and Financial
Statements taken as a whole is fair, balanced and understandable and provides
the information necessary for Shareholders to assess the Company's
performance, business model and strategy.
For and on behalf of the Board
Katrina Hart
Chair
15th October 2025
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31st July
Year ended 31st July 2025 Year ended 31st July 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on investments held at fair value
through profit or loss - (12,409) (12,409) - 88,070 88,070
Net foreign currency exchange (losses)/gains - (1) (1) - 4 4
Income from investments 15,330 242 15,572 12,225 3,903 16,128
Interest receivable and similar income 522 - 522 318 - 318
Gross return/(loss) 15,852 (12,168) 3,684 12,543 91,977 104,520
Management fee (802) (1,873) (2,675) (490) (1,141) (1,631)
Other administrative expenses (825) - (825) (537) - (537)
Net return/(loss) before finance costs and taxation 14,225 (14,041) 184 11,516 90,836 102,352
Finance costs (938) (2,189) (3,127) (796) (1,858) (2,654)
Net return/(loss) before taxation 13,287 (16,230) (2,943) 10,720 88,978 99,698
Taxation (74) - (74) - - -
Net return/(loss) after taxation 13,213 (16,230) (3,017) 10,720 88,978 99,698
Return/(loss) per share 9.83p (12.07)p (2.24)p 10.39p 86.26p 96.65p
All revenue and capital items in the above statement derive from continuing
operations. No other operations were acquired or
discontinued in the year.
The 'Total' column of this statement is the profit and loss account of the
Company and the 'Revenue' and 'Capital' columns
represent supplementary information prepared under guidance issued by the
Association of Investment Companies. Net
return/(loss) after taxation represents the profit/(loss) for the year and
also the Total Comprehensive income.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of
these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31st July
Called up Capital
share Share redemption Other Capital Revenue
capital premium reserve reserve(1,2) reserves(1) reserve(1) Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31st July 2023 3,981 25,895 2,903 - 200,244 9,181 242,204
Repurchase of Ordinary shares into Treasury - - - - (369) - (369)
Issue of Ordinary shares in respect of the
Combination with JMF(3) 2,976 190,497 - - - - 193,473
Costs in relation to issue of Ordinary shares - (242) - - - - (242)
Net return - - - - 88,978 10,720 99,698
Dividends paid in the year (note 2) - - - - - (17,692) (17,692)
At 31st July 2024 6,957 216,150 2,903 - 288,853 2,209 517,072
Cancellation of Share premium - (216,150) - 216,150 - - -
Repurchase of Ordinary shares into Treasury - - - (20,744) - - (20,744)
Net (loss)/return - - - - (16,230) 13,213 (3,017)
Dividends paid in the year (note 2) - - - - (4,873) (15,422) (20,295)
At 31st July 2025 6,957 - 2,903 195,406 267,750 - 473,016
( )
(1) Revenue reserve, Other reserve and part of the Capital reserves
form the distributable reserves of the Company and may be used to fund
distribution of profits to shareholders, including the repurchase of the
Company's own shares. See note 15 on page 77 of the 2025 Annual Report for
more details on distributable reserves.
(2) Other reserve was created during the year following approval by
the High Court to cancel the balance on the share premium account as at close
of business on 1st August 2024. This forms part of the Company's distributable
reserves.
(3) JPMorgan Mid Cap Investment Trust plc (JMF).
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
At 31st July
31st July 31st July
2025 2024
£'000 £'000
Fixed assets
Investments held at fair value through profit or loss 511,548 561,947
Current assets
Debtors 3,244 4,332
Current assets investments(1) 21,564 8,256
Cash at bank(1) 300 257
25,108 12,845
Current liabilities
Creditors: amounts falling due within one year (63,640) (57,720)
Net current liabilities (38,532) (44,875)
Total assets less current liabilities 473,016 517,072
Net assets 473,016 517,072
Capital and reserves
Called up share capital 6,957 6,957
Share premium - 216,150
Capital redemption reserve 2,903 2,903
Other reserve(2) 195,406 -
Capital reserves 267,750 288,853
Revenue reserve - 2,209
Total shareholders' funds 473,016 517,072
Net asset value per ordinary share 362.6p 376.2p
( )
(1) Prior year comparatives have been restated as explained further in
note 1(a).
(2) Other reserve was created during the year following approval by
the High Court to cancel the share premium account as at close of business on
1st August 2024.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of
these financial statements.
STATEMENT OF CASH FLOWS
For the year ended 31st July
Year ended Year ended
31st July 31st July
2025 2024
£'000 £'000
Cash flows from operating activities
Net return before finance costs and taxation 184 102,352
Adjustment for:
Net losses/(gains) on investments held at fair value through profit or 12,409 (88,070)
loss
Dividend income (15,572) (16,128)
Interest income (522) (318)
Increase in other debtors (16) (6)
Increase/(decrease) in accrued expenses 135 (12)
Net cash outflow from operating activities before dividends, interest and (3,382) (2,182)
taxation
Dividends received 15,656 15,544
Interest received 522 318
Overseas withholding tax recovered - 93
Net cash inflow from operating activities 12,796 13,773
Purchases of investments (109,864) (157,705)
Sales of investments 148,473 113,317
Cost in relation to acquisition of assets - (1,026)
Net cash inflow/(outflow) from investing activities 38,609 (45,414)
Dividends paid (20,295) (17,692)
Net cash acquired following the Combination with JMF - 28,730
Costs in relation to issue of Ordinary shares - (242)
Repurchase of Ordinary shares into Treasury (19,594) (369)
Repayment of bank loans (2,000) (5,000)
Drawdown of bank loans 7,000 33,000
Interest paid (3,165) (2,300)
Net cash (outflow)/inflow from financing activities (38,054) 36,127
Increase in cash and cash equivalents(1) 13,351 4,486
Cash and cash equivalents at start of year(1) 8,513 4,027
Cash and cash equivalents at end of year(1) 21,864 8,513
Cash and cash equivalents consist of(1):
Cash at bank 300 257
Current asset investment in JPMorgan GBP Liquidity Fund 21,564 8,256
Total 21,864 8,513
( )
1 The term 'cash and cash equivalents' is used for the purposes of
the Statement of Cash Flows.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st July 2025
1. Accounting policies
(a) Basis of accounting
The financial statements are prepared under the historical cost convention,
modified to include fixed asset investments at fair value, and in accordance
with the Companies Act 2006, United Kingdom Generally Accepted Accounting
Practice ('UK GAAP'), including 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 by the Association of Investment
Companies in July 2022. In preparing these financial statements the Directors
have considered the impact of climate change risk as a principal risk as set
out on page 31of the 2025 Annual Report , and have concluded that it does not
have a material impact on the value of the Company's investments. In line with
FRS 102 investments are valued at fair value, which for the Company are quoted
bid prices for investments in active markets at 31st July 2025 and therefore
reflect market participants' view of climate change risk.
The financial statements have been prepared on a going concern basis. In
forming this opinion, the Directors have considered the impact of heightened
market volatility since the Russian invasion of Ukraine, the escalating
conflict in the Middle East, the persistent inflationary environment, high
interest rates and other geopolitical risks on the going concern and viability
of the Company. They have considered the operational resiliency of its key
service providers, including the Manager. The Directors have also reviewed the
Company's compliance with debt covenants in assessing the going concern and
viability of the Company. The Directors have reviewed income and expense
projections to 31st October 2026 and the liquidity of the investment portfolio
in making their assessment and they believe that the Company has adequate
financial resources to continue its operational existence for the foreseeable
future, and for the period to 31st October 2026, which is at least 12 months
from the date the financial statements are authorised for issue. Further
details of Directors' considerations regarding this are given in the Chair's
Statement, Investment Manager's Report, Going Concern Statement, Viability
Statement and Principal and Emerging Risks Statement within this Annual
Report.
For the year ended 31st July 2024, 'Cash and cash equivalents' line item in
the Statement of Financial Position has been restated to 'Cash at bank' and
'Current asset investments'. This adjustment separately reports the investment
in the JPMorgan GBP Liquidity Fund of £8,256,000 as 'Current assets
investments' and £257,000 as 'Cash at bank', in compliance with the statutory
format required by the Companies Act 2006. This change does not affect any
other line items in the Statement of Financial Position or the total current
assets.
The policies applied in these financial statements are consistent with those
applied in the preceding year.
2. Dividends
(a) Dividends paid
2025 2024
Pence £'000 Pence £'000
Dividends paid
Final dividend in respect of prior year - - 7.70 6,010
Pre completion dividend (i) - - 3.60 2,804
Second interim dividend (ii) - - 6.46 8,878
First quarterly interim dividend 3.76 5,167 - -
Second quarterly interim dividend 3.76 5,167 - -
Third quarterly interim dividend 3.76 5,036 - -
Fourth quarterly interim dividend 3.76 4,925 - -
Total dividends paid in the year 15.04 20,295 17.76 17,692
All dividends paid in respect of the year ended 31st July 2025 have been
funded from the Revenue reserve and part of the Capital reserves (31st July
2024: Revenue reserve).
(i) As disclosed in the Prospectus dated 23rd January 2024, in
respect of the Issue of Scheme Shares pursuant to a scheme of reconstruction
of JPMorgan Mid Cap Investment Trust plc ('the Combination'), the Company paid
a pre-completion dividend of 3.60 pence per share to shareholders on 27th
February 2024.
(ii) Following the successful completion of the Combination and in
lieu of any other interim or final dividend for the financial year of the
Company ended 31st July 2024, the Company paid a second interim dividend of
6.46p, based on 2% of the unaudited NAV of the enlarged Company as at the date
of Admission (28th February 2024).
(b) Dividend for the purposes of Section 1158 of the Corporation Tax Act
2010 ('Section 1158')
The requirements of Section 1158 are considered on the basis of dividends
declared in respect of the financial year, shown below. The revenue available
for distribution by way of dividend for the year is £13,213,000 (2024:
£10,720,000).
2025 2024
Pence £'000 Pence £'000
Pre Completion - - 3.60 2,804
Second interim dividend(1) - - 6.46 8,878
First quarterly interim dividend 3.76 5,167 - -
Second quarterly interim dividend 3.76 5,167 - -
Third quarterly interim dividend 3.76 5,036 - -
Fourth quarterly interim dividend 3.76 4,925 - -
Total 15.04 20,295 10.06 11,682
( )
(1) The second interim dividend paid for 2024 is in lieu of any other
interim and final dividend for the financial year. Following the transition to
four equal quarterly interim dividends, no final dividend was distributed for
the year ended 31st July 2024 .
3. Return/(loss) per share
2025 2024
£'000 £'000
Revenue return 13,213 10,720
Capital (loss)/return (16,230) 88,978
Total (loss)/return (3,017) 99,698
Weighted average number of shares in issue during the year 134,449,604 103,151,749
Revenue return per share 9.83p 10.39p
Capital (loss)/return per share (12.07)p 86.26p
Total (loss)/return per share (2.24)p 96.65p
4. Net asset value per share
2025 2024
Net assets (£'000) 473,016 517,072
Number of shares in issue 130,451,536 137,431,536
Net asset value per ordinary share 362.6p 376.2p
JPMORGAN FUNDS LIMITED
15th October 2025
For further information, please contact:
Anmol Dhillon
For and on behalf of
JPMorgan Funds Limited
Telephone: 0800 20 40 20 or or +44 1268 44 44 70
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
A copy of the 2025 Annual Report will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
The 2025 Annual Report will also shortly be available on the Company's website
at www.jpmorganuksmallcapgrowthandincomeplc.com
(http://www.jpmorganuksmallcapgrowthandincomeplc.com) where up to date
information on the Company, including daily NAV and share prices, factsheets
and portfolio information can also be found.
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