REG-Manchester & London Investment Trust Plc: Annual Financial Report and Notice of AGM
24/09/2025 18:30
MANCHESTER AND LONDON INVESTMENT TRUST PLC (the “Company”)
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JULY 2025 AND NOTICE OF 2025 AGM
The full Annual Report and Financial Statements for the year ended 31 July
2025 can be found on the Company’s website at
www.mlcapman.com/manchester-london-investment-trust-plc.
STRATEGIC REPORT
Financial Summary
Total Return Year to 31 July 2025 Year to 31 July 2024 Percentage (decrease)/ increase
Total return (£’000) 101,359 121,160 (16.3%)
Return per Share 255.75p 301.45p (15.2%)
Total revenue return per Share (1.54p) 1.42p (208.5%)
Dividend per Share 28.00p 21.00p 33.3%
Capital As at 31 July 2025 As at 31 July 2024 Percentage increase
Net assets attributable to equity Shareholders (i) (£’000) 413,128 334,099 23.7%
Net asset value (“NAV”) per Share* 1,077.29p 831.24p 29.6%
NAV per share total return (ii)† 33.6% 55.4%
Share price 930.00p 704.00p 32.1%
Share price (discount)/premium to NAV † (13.7%) (15.3%)
* Key performance indicator see page 27 of the full Annual Report.
(i) NAV as at 31 July 2025 is calculated after accounting for £14,038,000 in
respect of share buybacks during the year (2024: £nil).
(ii) Total return including dividends reinvested, as sourced from Bloomberg.
Ongoing Charges Year to 31 July 2025 Year to 31 July 2024
Ongoing charges as a percentage of average net assets* † 0.86% 0.47%
* Based on total expenses, excluding finance costs and certain non-recurring
items for the year and average monthly NAV.
† Alternative performance measure. Details provided in the Glossary below.
CHAIRMAN’S STATEMENT
Introduction & Performance
Another year that broke through previous all-time highs and set new peaks. The
performance for this financial year resulted in a NAV per Share total return
of 33.6%. The Era of Ai continues, with haste. The conviction of the Manager
and Board remains strong that the growth drivers of Ai have many years to run.
The year in financial market terms can be summarised as a story of worries
concerning inflation, slowing economies, geo-political tensions and tariffs,
but yet the continuing dominance of mega capitalisation equities. An annual
return that exceeds 30% is an exceptional year, but may I remind you that the
annualised (total) return (dividends reinvested) in GBP for the Management
Team since inception (September 2015) is over 17% per annum to the year end.
“ Men who can both be right and sit tight are uncommon.”
– Jesse Livermore, Reminiscences of a Stock Operator (1923).
Capital Returns, Buy Backs, Discounts, PDMRs & Dividends
At the year end, the Shares traded at a 13.7% discount to their NAV per Share,
compared to a discount of 15.3% in 2024. This was despite the Company buying
1,844,039 shares into Treasury during the year. The Manager subjectively
believes that buying back shares to close discounts is akin to “Canute
commanding the tide” and that the discount will only close when 10-year
Treasury yields are clearly on a downward path AND growth shares are back in
vogue. We note that the other Investment Trust Companies that focus on
investing in Technology are on similar, free float adjusted discounts.
In addition to the above mentioned Treasury Share Buy Backs, the Directors and
the Managers bought a net total of 575,417 shares (at a cost of £4.0m) during
the financial year. It is becoming apparent to most, that the UK listed fund
market has an excess of supply over demand, and counter-logically, that any
remaining demand is not flowing to the best performing funds. When events
occur that go against market logic, then the culprit is normally bureaucracy
and regulation.
Polar Capital Technology Trust has a ten-year annualised total return of
greater than 22%, yet has traded at close to a double-digit discount for most
of 2024 and 2025 whilst also buying back its own shares regularly. Could this
paradoxical situation be because the UK wealth industry’s regulation is
overly averse to volatile asset classes even though they have performed
successfully? We are not alone in raising these questions. In her Mansion
House speech (15 July 2025), Rachel Reeves strongly criticised post-financial
crisis regulation for stifling business innovation. She warned that excessive
regulation continues to “act as a boot on the neck of businesses, choking
off the enterprise and innovation that is the lifeblood of growth.”
The Board notes that the aggregate proportion of the Company’s voting power
held by the public (as that term is used in section 446 of the Corporation Tax
Act 2010) is now close to the minimum 35% threshold. If the Company were to
fall below this threshold, or otherwise fail to satisfy the HMRC investment
trust regime (including the conditions in CTA 2010 s.1158), it would risk loss
of its investment trust status, including loss of the exemption from UK
corporation tax on chargeable gains and other adverse tax consequences, which
could be detrimental to net asset value and shareholder returns. To ensure
continued compliance with applicable UK tax, listing and company law
requirements, including, without limitation, CTA 2010 s.446, the FCA Listing
Rules, the HMRC investment trust regime and the Companies Act 2006, the Board
has resolved that, with immediate effect:
• the Company will pause all further on-market share buybacks; and
• no further market purchases of the Company’s ordinary shares will be
made by the Directors, PDMRs or by M&M Investment Company Limited and its
associates (as defined in CTA 2010) until further notice.
The Board and the Company’s Manager are reviewing structural options that
could, in due course, permit a resumption of buybacks while remaining
compliant with the above frameworks. However, given the complexity of
potential solutions (including interaction with the public ownership condition
under CTA 2010 s.446, Listing Rules equal-treatment requirements, HMRC
investment trust conditions and other legal constraints), the Board does not
expect a near-term resolution. The Company will update shareholders in due
course.
With these results, we have announced an ordinary Final dividend of 7.0 pence
per Ordinary Share and a special Final dividend of 7.0 pence per Ordinary
Share. This is the same level as the prior year for the ordinary (31 July
2024: 7.0 pence per Ordinary Share) but the special was declared before the
year end, in April 2024 and paid on 1 August 2024.
Benchmark
Keen observers will have noted we have altered the illustration of our sector
weightings in the Fund in our Factsheets and Annual Report from being shown
relative to a benchmark to being shown purely on an absolute basis. We have
also ceased to use the MSCI UK IMI Index (GBP) as our Benchmark. Both measures
save money. We will notify Shareholders via our Factsheet if we initiate use
of a new benchmark.
Board and Composition
We are committed to attracting the best talent that can lead and challenge the
direction of the Company. The Manager and the Board invite any interested
parties who believe they can add to the diversity of the Board and have some
knowledge of Technology investment or operations to indicate their interest in
becoming a non-executive director of the Company by emailing them at
ir@mlcapman.com.
It was with great regret that we were informed of the death of Peter Stanley
in February this year. Peter was appointed to the Board in 1997, and served as
Chairman for over 18 years from November 2000 to 2019 when he stepped down
from the Board. Such long service is rarely found in today’s corporate
governance environment, but was highly appreciated, by the Company, and he
will be greatly missed by all and, especially, Mark Sheppard.
Annual General Meeting
Our fifty-third Annual General Meeting (“AGM”) will be held virtually on 5
November 2025 at 12.00 noon.
We are aware that some shareholders prefer physical AGMs and, although they
are materially more expensive, we do see some benefits in undertaking a
physical/virtual hybrid every three or five years or so. We did consider
having a physical AGM this year but, considering the outflows from the Fund
via Treasury Share Buy Backs, such a time consuming exercise does not seem
valid whilst interest rates remain high. If appropriate at the time, and the
supply of shares sold to Treasury Share Buy Backs slows and interest rates
come down materially, we will consider holding a physical AGM in 2026. It is
our findings that getting stuff done or events organised in modern day Britain
is increasingly frustrating, as Keir Starmer recently quipped, we have become
too “comfortable with failure”.
The notice of AGM for 2025 will be provided to shareholders within this Annual
Report and will also be available on the Company’s website. Detailed
explanations on the formal business and the resolutions to be proposed at the
AGM are contained within the Shareholder Information section of the Annual
Report and Accounts as well as the Notice of AGM.
Environmental, Social and Governance Matters (“ESG”)
We continue to keep abreast of ESG developments and the Board assumes a
supervisory role in this regard. The Manager is responsible for considering
ESG factors in the investment process.
We are pleased to report that the management teams of our largest investments
take their ESG obligations very seriously.
In FY25, 100% of Nvidia’s global electricity consumption was powered by or
matched with renewable energy, a remarkable milestone.
Microsoft has committed to become carbon negative, water positive and zero
waste by 2030 and has a target to halve its Scope 3 emissions from 2020 to
2030. Last year Microsoft contracted more carbon removal than all previous
years combined.
The sources for these commitments can be found at:
https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf
https://cdn-dynmedia-1.microsoft.com/is/content/microsoftcorp/microsoft/msc/documents/
presentations/CSR/2025-Microsoft-Environmental-Sustainability-Report.pdf
We welcome these initiatives.
The portfolio does not contain any stocks in the following sectors:
1. Energy and Fossil Fuels: The energy sector, particularly companies involved
in fossil fuel extraction and production, has been criticized for its
environmental impact due to greenhouse gas emissions, oil spills, and other
pollution-related issues.
2. Mining and Metals: A body of ESG consultants have suggested that the mining
sector has significant environmental impacts due to resource extraction,
habitat disruption, and waste generation. Concerns also arise regarding labour
practices and community displacement in some cases.
3. Tobacco: The tobacco industry is often seen as having negative social
impacts due to health risks associated with smoking, marketing practices
targeting vulnerable populations, and legal controversies.
4. Heavy Manufacturing: Industries such as heavy manufacturing and heavy
chemicals might have higher environmental impacts due to emissions, waste
production, and energy consumption.
5. Utilities: While the utilities sector is essential for providing energy,
the environment
6. Agriculture: Certain agricultural practices, such as large-scale
monoculture farming and excessive pesticide use, can have negative
environmental consequences, impacting the agricultural sector’s ESG factors.
7. Fast Fashion: The fashion industry can have social and environmental issues
related to labour practices, waste generation, and resource consumption.
As at 31 July 2025, the portfolio has a Sustainalytics Environment score of
81.6%* (2024: 81.8%) (where 50% is the median).
Outlook
We look forward with excitement as the Era of Artificial Intelligence
develops. This technology is so powerful it is quite possible that its growth
can continue to overpower a challenging economic and political backdrop. Many
sold their shares last year, believing that the Era of Ai was over. Many of
you may be considering such a move today. With this in mind, may I remind you
of the words of John Greenleaf Whittier: “For of all sad words of tongue or
pen, the saddest are these: ‘It might have been.’”
Hence, the Board and the Manager will see the course of the Era of Ai, and be
guided by the words of Alan Turing: “We can only see a short distance ahead,
but we can see plenty there that needs to be done.”
Daniel Wright
Chairman
24 September 2025
*Source: Bloomberg. See Glossary below.
MANAGER’S REVIEW
Market Review
The twelve months under review delivered double-digit gains in tech-heavy
indices, albeit with periods of significant volatility. H1 2025 was
particularly turbulent, with the VIX briefly surpassing 50 amid tariff-related
uncertainty, making positioning challenging and demanding vigilant exposure
management. More recently, volatility has eased, and US indices have recorded
a string of all-time highs, albeit with narrowing market breadth and a
pronounced divergence in performance between Ai-driven leaders and the broader
market. US corporate earnings have generally grown at a healthy pace, but the
gains have been concentrated. A recent Goldman Sachs report noted that the
“Mag 7” delivered 26% year-on-year earnings growth in Q2, compared to just
4% for the remaining 493 constituents of the S&P 500. Despite tariff
uncertainty, US inflation data has continued to point to a gradual
disinflationary trend, while most economic indicators have remained robust.
Although there are recent signs of emerging weakness in the labour market, the
overall US economic backdrop has remained broadly benign.
Technology Review
Despite continued scepticism from some quarters, the Ai theme has made
exceptional progress over the past 12 months:
1. Adoption has accelerated sharply: as of April 2025, ChatGPT had surpassed
800 million users, up from 300 million at the end of 2024.
1. Monetisation is now firmly established: in July 2025 OpenAI reached $10
billion in annual recurring revenue.
1. Capabilities have advanced rapidly: Frontier models have continued to set
new benchmark records across domains including coding, mathematics, and
science. In December 2024, OpenAI launched o1, the first widely available
reasoning model, and in April 2025 followed with o3, enabling the completion
of complex, multi-step tasks with great proficiency. With o3 and features such
as Deep Research, Ai became capable of producing sophisticated research
reports to a PhD standard. Autonomous coding agents have also emerged,
enabling companies like Microsoft to produce up to 30% of their code from Ai.
1. Infrastructure investment has surged: cloud capex is forecast to grow 56%
year-on-year to $445 billion in 2025.
1. Inference demand has risen exponentially: Alphabet reported a 50x increase
in tokens processed over the past year, with reasoning models proving up to
20x more compute- intensive than non-reasoning models.
1. Competition has intensified: new entrants such as xAi have joined the model
race, amid a global battle for top Ai talent.
1. Efficiency gains have also been significant: hardware advances and model
optimisations (such as those pioneered by Deepseek) have materially reduced
inference and training costs. Improved efficiency is crucial for diffusion,
enhancing application ROI and enabling adoption of the technology across a
wider range of functions and processes
We have consistently outlined our roadmap for the Ai era as developing in four
stages:
1. Infrastructure Build: the build out of the data centers needed for Ai.
1. Migration of Data to the Cloud: the migration and management of the data
required to train the Ai models.
1. Launch of Applications using Ai: the existing and new applications we will
use to harness the power of Ai.
1. The Future Use Applications: the new applications that we cannot envisage a
use for now that will become wildly popular in the future.
Throughout 2024/2025, growth has remained concentrated in Stages 1 and 2, and
the market performance of Ai enablers has reflected this. However, we are now
beginning to see the first signs of Stage 3, particularly from OpenAI. From a
market perspective, we expect Stage 3 to be defined by concerns over
disruption to legacy business models alongside the emergence of Ai-native
winners.
“ Ai is the most powerful technology humanity has ever created.”
– Sam Altman
Portfolio Review
The portfolio’s NAV per Share total return of 33.6% compared to a 17.4%
return for the Nasdaq Composite (in GBP) and a 10.3% return for the Nasdaq 100
Technology subindex (in GBP).
The 3.0% increase in the value of Sterling against the US Dollar over the year
was a headwind for performance due to the significant level of US Dollar
exposure in the portfolio. Overall, we estimate that the loss in portfolio
performance from Foreign Exchange was roughly 2.8%.
The Total Return of the portfolio broken down by sector* holdings in local
currency (separating costs and foreign exchange) is shown below:
Total return of underlying sector holdings in local currency (excluding costs and foreign exchange) 2025
Technology 35.0%
Consumer 0.3%
Financials 2.0%
Healthcare (0.1%)
Other Investments (including Funds, ETFs and Hedges) 0.7%
Foregein Exchange, operating costs & financing (4.3%)
NAV per Share total return 33.6%
* Sector weightings have been determined using the primary sector
classification assigned to each holding by a leading Ai model, based on an
analysis of the company’s core business activities and industry focus.
Total return of underlying sector holdings in local currency (excluding costs and foreign exchange) 2024
Information Technology 55.6%
Communication Services 1.4%
Consumer Discretionary 0.1%
Other investments (including funds, ETFs and hedges) (0.1%)
Foreign Exchange, operating costs & financing (1.5%)
NAV per Share total return 55.4%
Technology
The Technology sector delivered roughly 92.2% of the NAV per Share total
return.
Material positive performers (>1% contribution to return) included Nvidia
Corp, Microsoft Corp, Broadcom Inc and Arista Networks Inc. The only material
negative contributor was ASML Holding NV.
The portfolio’s weighting to this sector (including options on a MTM basis)
at the year end was 96.0% of the net assets (2024: 106.0%).
Consumer
The Consumer sector delivered roughly 0.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis)
at year end was 3.3% of the net assets (2024: (0.1)%).
Financials
Financials delivered roughly 5.3% of the NAV per Share total return.
Robinhood Markets Inc was the only holding in this sector for the period.
The portfolio’s weighting to this sector (including options on a MTM basis)
at year end was 3.2% of the net assets (2024: 0.0%).
Healthcare
The Healthcare sector delivered roughly minus 0.3% of the NAV per Share total
return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis)
at year end was 1.6% of the net assets (2024: 1.9%).
Other (including funds, ETFs and beta hedges)
Other holdings delivered roughly 1.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis)
at year end was 3.2% of the net assets (2024: 2.3%). The largest holding in
this sector at year end was Robo Global Robotics & Automation ETF.
Market Outlook
Inflation is expected to remain relatively muted, and anticipated interest
rate cuts provide a constructive backdrop for future equity returns.
Geopolitical risks between the US and China persist, and we expect ongoing
uncertainty around global tariff rates.
We continue to believe our portfolio of long-duration assets is likely to be
more sensitive to interest rate movements than to the effects of a mild
recession. Furthermore, should rates fall below a certain threshold (around
2.75%-3.00%), we anticipate a rotation from money market funds into growth
equities.
“ It has become appallingly obvious that our technology will exceed our
humanity”.
– Albert Einstein
Market Risks
The primary challenges to equities remain inflation, recession, regulation,
energy prices and war. The Fed’s preferred measure, the PCE price index, has
fallen but history has seen reversals before. We are hopeful that over time
productivity gains from Ai can assist in further reducing inflation. There is
the possibility that countries that undertake material Ai investment such as
the USA, will be rewarded with a decade or so of both productivity gains and
relatively strong economic growth. Should that scenario be combined with
contained geopolitical risks, then we could see a period of sustained stock
market returns.
In the shorter term, recession risk is always a concern when the Fed has been
adopting a “restrictive” stance which has the potential to slow the
economy. Geopolitical risks, such as the conflict in Ukraine and US-Sino
relations, also pose very material concerns. The US is also undergoing a
generational shift in trade policy which, while potentially beneficial for the
US in the long run, introduces heightened uncertainty in the short term.
Global debt levels and persistent fiscal deficits remain a source of concern,
and we continue to watch yields with great anxiety. China, Iran, N Korea and
Russia all have a history of being bad actors that can cause numerous horrific
events that could cause material downside for the markets. The companies in
our portfolio have a material exposure to China and Taiwan, hence we have been
active at various times in recent years at laying on hedges against this risk.
“ Adapt to reality; reality won’t adapt to your risk tolerance.”
– Warren Buffett
Technology Outlook
According to McKinsey, global demand for data center capacity could nearly
quadruple by 2030 from 2023 levels (22% CAGR), supporting our expectation of
continued growth for Ai infrastructure companies. The Nasdaq composite is
projected to deliver above-market growth in 2026 with projected revenues and
earnings progress of 9.0% and 16.3% respectively. Our portfolio holdings are
forecast by Bloomberg estimates to see weighted average projected revenues and
earnings progress of 19.9% and 26.4% respectively for their next financial
year. Forecasts are mainly useless apart from providing some relative
indications, hence the figures provided purely illustrate that our portfolio
could be considered relatively faster growth. Within the technology sector, we
anticipate a widening gap in performance between companies driving the Ai
revolution and those likely to be disrupted by it.
“ Software is eating the world, but Ai is going to eat software.”
– Jensen Huang, 2017
AI Outlook
We expect continued progress in Ai capabilities over the next 12 months in
both reasoning and autonomy, allowing Ai to complete longer and more complex
tasks without human intervention. Greg Brockman of OpenAI recently remarked
that we are only “scratching the surface” on post-training enhancements,
suggesting substantial headroom remains to improve Ai performance. We have
often mentioned Reinforcement learning (RL) as a possible path for Ai
improvement. We also see the integration of autonomous coding capabilities
into reasoning models as a major catalyst for Ai improvements in 2026.
On the consumer Ai side, we foresee greater personalisation via memorisation
and deeper integration of Ai assistants into daily life. We expect OpenAI and
other winners in the consumer space to generate significant revenue growth.
On the enterprise Ai side, we anticipate the continued migration of data and
workflows to the cloud and the further adoption of autonomous Ai agents for
function specific workflows. We expect continued efficiency gains from both
hardware advances and model optimisations, further reducing the cost per unit
of intelligence for Ai and improving the ROI for enterprise adopters.
Ai infrastructure buildout is expected to see double-digit data center capex
growth in 2026. We also expect a continued reallocation of corporate budgets
from Labour towards Ai, driving a further displacement of workers. Finally, we
expect significant advances in robotics, especially in industrial robotics
driven by an onshoring of manufacturing, industrial and assembly activities
back to the USA.
“ It’ll be 10 times bigger than the Industrial Revolution – and maybe 10
times faster.”
– Demis Hassabis on our Ai future.
Concentration Risk
We always seek as diversified a portfolio as we can possibly construct but we
must address the concentration risk within our portfolio. Our top two holdings
– Microsoft, and Nvidia – represented around 65% of our NAV at the period
end and our top 5 holdings represent about 83% of our portfolio. Sadly, we do
believe the outstanding winners from the Ai era may, in time, be counted on
the fingers of two hands. So what are we meant to do: diversify to dilute
performance? Punish our winners for proving they are elite? We would not be
surprised if, in a few years time, it will be seen that the most dangerous
portfolio to hold from today was a widely diversified selection of legacy
Software 1.0 stocks.
The logical conclusion to our concentration risk for shareholders that are
Retail Investors is that our Fund should form part of a diversified portfolio.
Please do not over-concentrate on our Fund if you cannot afford to bear
potential loss. However, it is worth noting that according to two of the
leading credit ratings agencies MSFT has a better credit rating than US
sovereign debt.
May I remind you that the limits on portfolio concentration per our Investment
Policy are as follows:
“No single holding will represent more than 20% of gross assets at the time
of investment. In addition, the Company’s five largest holdings (by value)
will not exceed (at the time of investment) more than 75% of gross assets.”
We do seek to achieve risk reduction in our approach, aiming to partially
hedge specific risks that concern us (but hedging requires luck in its timing)
and, in addition, by avoiding any holdings that give us nagging doubts.
“ Three-quarters of Warren Buffett’s equity portfolio are tied up in just
5 stocks.”
– CNBC headline August 2023.
Conclusion
The risks are varied, numerous and material but the Era of Ai has many years
left to run. Ai offers investors a first-class ticket to what could be one of
the most exciting investment and economic periods of the century. The
alternative is an investment landscape in Europe blighted by an Orwellian,
BureauStasi, Regulatory State.
Long the Future.
M&L Capital Management Limited
Manager
24 September 2025
Equity exposures and portfolio sector analysis
Equity exposures (longs)
As at 31 July 2025
Company Sector * Exposure £’000** % of net assets**
NVIDA Corporation Technology 167,983 40.7
Microsoft Corporation Technology 102,891 25.0
Broadcom Inc. Technology 29,187 7.1
Arista Networks Inc. Technology 22,423 5.4
Advanced Micro Devices Inc. Technology 21,452 5.2
Synopsys Inc. Technology 21,327 5.2
Robinhood Markets Inc. Financials 14,680 3.6
Liberty Media Corporation-Liberty Formula One Consumer 11,182 2.7
Dell Technologies Inc. Technology 8,343 2.0
ASML Holding NV Technology 8,325 2.0
ROBO Global Robotics and Automation Funds, ETFs and Baskets 7,572 1.8
Intuitive Surgical Inc. Health Care 6,435 1.6
Micron Technology Inc. Technology 5,427 1.3
Salesforce Inc. Technology 3,358 0.8
TSMC Technology 3,241 0.8
Workday Inc. Technology 3,051 0.7
Polar Capital Technology Trust Funds, ETFs and Baskets 2,850 0.7
AeroVironment Inc. Industrials and Defence 1,820 0.4
DraftKings Inc. Consumer 1,060 0.3
SentinelOne Inc. Technology 1,053 0.3
Celsius Holdings Inc. Consumer 960 0.2
Meta Platforms Inc. Technology 748 0.2
Karman Holdings Inc. Industrials and Defence 578 0.1
Alphabet Inc. Technology 561 0.1
Amazon.com Inc. Consumer 442 0.1
Symbotic Inc. Technology 216 0.1
Equinix Inc. Technology 187 0.0
Grindr Inc. Consumer 137 0.0
Motorola Solutions Inc. Industrials and Defence 91 0.0
Allianz Technology Trust PLC Funds, ETFs and Baskets 13 0.0
Total long positions 447,566 108.4
Other net assets and liabilities (34,438) (8.4)
Net assets 413,128 100.0
* Sectors have been determined using the primary sector classification
assigned to each holding by a leading Ai model, based on an analysis of the
company’s core business activities and industry focus.
** Including equity swap exposures as detailed in note 13.
*** Including investment in the Morgan Stanley Sterling Liquidity fund valued
at £3,225,000
Portfolio sector analysis (excluding options and short equity swap hedges)
As at 31 July 2025
Sector % of net assets
Technology 96.9
Financials 3.6
Consumer 3.3
Funds, ETFs & Baskets 2.5
Healthcare 1.6
Industrials & Defence 0.5
Cash and other net assets and liabilities (8.4)
Net assets 100.0
PRINCIPAL PORTFOLIO EQUITY HOLDINGS
The positions described below have an Exposure that aggregates to 94.7% of Net
Assets.
NVIDIA Corporation (“NVIDIA”)
NVIDIA is the global leader in chips for Ai training and inference, with a
dominant position in the hardware and software ecosystem that underpins modern
Ai development. Its CUDA platform has created a powerful moat, making it the
foundation for most enterprise Ai workloads. Beyond accelerators, NVIDIA is
also a leader in high-speed networking, enabling the massive scale required
for hyperscale Ai clusters. Looking ahead, NVIDIA is expanding into areas such
as robotics, digital twins, and autonomous systems, broadening its role as a
key enabler of the Ai-driven economy.
Microsoft Corporation (“Microsoft”)
Microsoft is a global leader in enterprise software and cloud computing, with
Azure now the second-largest public cloud platform worldwide. The company has
taken a leading role in Ai adoption, embedding Copilot across Office, Windows,
and Dynamics while positioning Azure as the infrastructure backbone for Ai
workloads. Crucially, Microsoft holds a significant equity stake in OpenAI,
widely seen as the frontrunner in foundation models and consumer Ai. This
stake not only secures privileged access to cutting-edge technology but also
represents a long-term source of strategic and financial value. With Ai
integrated throughout its ecosystem and upside exposure to OpenAI, Microsoft
is uniquely positioned to capture growth across both enterprise and consumer
Ai markets.
Broadcom Inc. (“Broadcom”)
Broadcom designs and manufactures a wide range of semiconductor and
infrastructure software products. One of its fastest-growing areas is Ai ASICs
(application-specific integrated circuits), which deliver highly efficient
performance for specialised Ai workloads in hyperscale data centres. Whilst
NVIDIA’s GPUs remain the gold standard for general-purpose Ai training and
inference we believe there is room for ASICs to capture share in more stable,
niche workloads where efficiency and cost advantages matter most. Alongside
its strength in networking chips, storage, and infrastructure software,
Broadcom is a diversified enabler of the Ai infrastructure build-out.
Arista Networks Inc. (“Arista”)
Arista is a leader in high-performance networking solutions for cloud and
enterprise data centres. Its portfolio of switches, routers, and
software-defined networking tools is engineered for ultra- low latency and
high throughput, critical in Ai-driven environments. With significant exposure
to hyperscale cloud capex, Arista plays a central role in enabling the
connectivity required for largescale Ai clusters and workloads.
Advanced Micro Devices Inc. (“AMD”)
AMD designs and manufactures CPUs, GPUs, and Ai accelerators for both consumer
and enterprise markets. Historically, AMD has built credibility as a
successful challenger to Intel in CPUs, gaining share through strong execution
and innovation. It is applying the same strategy in Ai accelerators with its
MI300 series. However, NVIDIA is a more formidable competitor in Ai, with a
stronger performance lead and entrenched ecosystem advantages. Even so, AMD
has the potential to establish itself as the clear number two provider of Ai
accelerators, giving enterprises an important alternative to NVIDIA.
Synopsys Inc. (“Synopsys”)
Synopsys is a global leader in electronic design automation (EDA) software,
enabling semiconductor companies to design, simulate, and verify advanced
chips. EDA tools are mission-critical in the era of smaller and more complex
semiconductors, with Synopsys benefitting from the secular growth of chip R&D.
Increasingly, Synopsys is also embedding Ai into its own tools, accelerating
chip design cycles and improving verification accuracy — creating a
self-reinforcing link between Ai adoption and semiconductor innovation.
Robinhood Markets Inc. (“Robinhood”)
Robinhood operates a commission-free trading platform that has reshaped retail
investing with its mobile-first experience. The company is broadening into a
full financial ecosystem spanning savings, credit, and advisory. Robinhood is
also leaning into Ai, with the potential to launch Ai- driven financial tools
and personalised investment guidance for its large user base. In addition,
Robinhood continues to innovate in areas such as tokenisation and prediction
markets, which could open new categories of retail participation in financial
services. This positions Robinhood as both a disruptive fintech and a future
beneficiary of Ai adoption in finance.
Liberty Media Corp – Liberty Formula One (“Liberty Formula One”)
Liberty Formula One controls the commercial rights to Formula One, the
world’s premier motorsport series. The business has benefitted from growing
global viewership, deeper penetration in the US market, and robust sponsorship
growth. Formula One also represents a structural play on the rising value of
live experiences, as consumers increasingly prioritise premium events and
entertainment. With strong media rights pricing power and an expanding fan
base, Liberty Formula One is well positioned for long-term growth.
Dell Technologies Inc. (“Dell”)
Dell is a global provider of personal computers, servers, and enterprise
infrastructure solutions. Recent quarters have seen strong demand for
Ai-optimised servers, positioning Dell as a key supplier to enterprises
building Ai capabilities. With deep customer relationships, scale in
infrastructure, and a growing portfolio of Ai-ready hardware, Dell is evolving
from a legacy PC brand into a strategic player in the Ai infrastructure
build-out.
ASML Holding NV (“ASML”)
ASML is the sole supplier of advanced extreme ultraviolet (EUV) lithography
machines, essential for producing the world’s most advanced semiconductors.
Its near-monopoly in EUV lithography gives it a unique strategic position in
the global semiconductor supply chain.
All Equity & Debt portfolio holdings
As at 31 July 2025
Stocks Gross (Underlying Only) % of NAV Net Delta (inc Net Delta exposure of options) % of NAV
NVIDIA Corporation 40.7 40.7
Microsoft Corporation 25.0 25.0
Broadcom Inc. 7.1 7.1
Arista Networks Inc 5.4 5.4
Advanced Micro Devices Inc. 5.2 4.0
Synopsys Inc. 5.2 3.4
Liberty Media Corporation-Liberty Formula One 2.7 2.7
Robinhood Markets Inc. 3.6 2.4
Dell Technologies Inc. 2.0 2.0
ASML Holding NV 2.0 1.9
ROBO Global Robotics and Automation. 1.8 1.8
Intuitive Surgical Inc. 1.6 1.6
Micron Technology Inc. 1.3 1.2
TSMC 0.8 0.8
Salesforce Inc. 0.8 0.7
Polar Capital Technology Trust 0.7 0.7
Workday Inc. 0.7 0.6
AeroVironment Inc. 0.4 0.4
Meta Platforms Inc. 0.2 0.4
DraftKings Inc. 0.3 0.3
SentinelOne Inc. 0.3 0.3
Celsius Holdings Inc. 0.2 0.2
Karman Holdings Inc. 0.1 0.1
Alphabet Inc. 0.1 0.1
Amazon.com Inc. 0.1 0.1
Symbotic Inc. 0.1 0.1
Equinix Inc. 0.0 0.0
Grindr Inc. 0.0 0.0
Motorola Solutions Inc. 0.0 0.0
Allianz Technology Trust PLC 0.0 0.0
NXP Semiconductors NV (0.0) 0.0
Accenture PLC (0.0) (0.0)
Yelp Inc. (0.0) (0.1)
Intuit Inc. - (0.1)
Avis Budget Group Inc. (0.1) (0.2)
iShares MSCI Taiwan ETF - (0.2)
SPDR S&P 500 ETF Trust - (0.7)
Total 108.4 103.1
For an explanation of why we report exposures on a Delta Adjusted basis please
read our FAQ at https://mlcapman.com/faq/
Investment record of the last ten years
Year ended Total Return (£’000) Return per Share* (p) Dividend per Share (p) Net assets (£’000) NAV per Share* (p)
31 July 2016 13,424 62.50 13.36 75,546 350.81
31 July 2017 20,055 92.43 9.00 94,661 429.05
31 July 2018 26,792 115.27 12.00 130,388 532.81
31 July 2019 15,900 58.75 14.00 166,981 568.66
31 July 2020 24,037 74.74 14.00 225,933 625.23
31 July 2021 22,222 57.10 14.00 269,686 665.43
31 July 2022 (61,162) (151.62) 21.00 198,546 493.04
31 July 2023 28,754 71.45 14.00 221,379 550.79
31 July 2024 121,160 301.45 21.00 334,099 831.24
31 July 2025 101,359 255.75 28.00 413,128 1,077.29
* Basic and fully diluted.
Business model
The Company is an investment company as defined by Section 833 of the
Companies Act 2006 and operates as an investment trust in accordance with
Section 1158 of the Corporation Tax Act 2010.
The Company is also governed by the Listing Rules and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority (the “FCA”) and
is listed on the Closed-ended investment funds Category of the London Stock
Exchange.
A review of investment activities for the year ended 31 July 2025 is detailed
in the Manager’s review above.
Investment objective
The investment objective of the Company is to achieve capital appreciation.
Investment policy
Asset allocation
The Company’s investment objective is sought to be achieved through a policy
of actively investing in a diversified portfolio, comprising any of global
equities and/or fixed interest securities and/or derivatives.
The Company may invest in derivatives, money market instruments, currency
instruments, contracts for differences (“CFDs”), futures, forwards and
options for the purposes of (i) holding investments and (ii) hedging positions
against movements in, for example, equity markets, currencies and interest
rates.
The Company seeks investment exposure to companies whose shares are listed,
quoted or admitted to trading. However, it may invest up to 10% of gross
assets (at the time of investment) in the equities and/or fixed interest
securities of companies whose shares are not listed, quoted or admitted to
trading.
Risk diversification
The Company intends to maintain a diversified portfolio and it is expected
that the portfolio will have between approximately 20 to 100 holdings. No
single holding will represent more than 20% of gross assets at the time of
investment. In addition, the Company’s five largest holdings (by value) will
not exceed (at the time of investment) more than 75% of gross assets.
Although there are no restrictions on the constituents of the Company’s
portfolio by geography, industry sector or asset class, it is intended that
the Company will hold investments across a number of geographies and industry
sectors. During periods in which changes in economic, political or market
conditions or other factors so warrant, the Manager may reduce the Company’s
exposure to one or more asset classes and increase the Company’s position in
cash and/or money market instruments.
The Company will not invest more than 15% of its total assets in other listed
closed ended investment funds. However, the Company may invest up to 50% of
gross assets (at the time of investment) in an investment company subsidiary,
subject always to the other restrictions set out in this investment policy and
the Listing Rules.
Gearing
The Company may borrow to gear the Company’s returns when the Manager
believes it is in Shareholders’ interests to do so. The Company’s Articles
of Association (“Articles”) restrict the level of borrowings that the
Company may incur up to a sum equal to two times the net asset value of the
Company as shown by the then latest audited balance sheet of the Company.
The effect of gearing may be achieved without borrowing by investing in a
range of different types of investments including derivatives. Save with the
approval of Shareholders, the Company will not enter into any investments
which have the effect of increasing the Company’s net gearing beyond the
limit on borrowings stated in the Articles.
General
In addition to the above, the Company will observe the investment restrictions
imposed from time to time by the Listing Rules which are applicable to
investment companies with shares listed on the Official List of the FCA.
No material change will be made to the investment policy without the approval
of Shareholders by ordinary resolution.
In the event of any breach of the investment restrictions applicable to the
Company, Shareholders will be informed of the remedial actions to be taken by
the Board and the Manager by an announcement issued through a regulatory
information service approved by the FCA.
Investment Strategy and Style
The fund’s portfolio is constructed with flexibility but is primarily
focused on stocks that exhibit the attributes of growth. The fund is often
classified by others as a Global Growth Fund.
Target Benchmark
Under UKLR 11 for closed-ended investment funds, there’s no requirement for
the Company to adopt a performance benchmark.
Investments for the portfolio are not selected from constituents of any single
index and the Company does not use any individual benchmark to assess
performance.
We are tired of being expensively charged by benchmark providers so we have
cancelled all services we received from our previous benchmark provider.
The Company is a technology focused fund and there are a huge number of
digital financial data providers that allow shareholders to assess the
performance of the Company on a Share Price and/or Net asset value per share
basis against whichever benchmark the shareholder thinks is the best and many
allow this for free.
Providing charts and data against benchmarks heralds back to the digital dark
ages when such information was not ubiquitously free.
Environmental, Social, Community and Governance
The Company considers that it does not fall within the scope of the Modern
Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human
trafficking statement. In any event, the Company considers its supply chains
to be of low risk as its suppliers are typically professional advisers.
In its oversight of the Manager and the Company’s other service providers,
the Board seeks assurances that they have regard to the benefits of diversity
and promote these within their respective organisations. The Company has given
discretionary voting powers to the Manager. The Manager votes against
resolutions they consider may damage Shareholders’ rights or economic
interests and reports their actions to the Board. The Company believes it is
in the Shareholders’ interests to consider environmental, social, community
and governance factors when selecting and retaining investments and has asked
the Manager to take these issues into account. The Manager does not exclude
companies from their investment universe purely on the grounds of these
factors but adopts a positive approach towards companies which promote these
factors. The portfolio’s Sustainalytics Environmental Percentile was 81.6%
as at 31 July 2025 (2024: 81.8%).
The Company notes the Task Force on Climate-related Financial Disclosures
(‘TCFD’) reporting recommendations. However, as a listed investment
company, the Company is not subject to the Listing Rule requirement to report
against the framework. The Company fully recognises the impact climate change
has on the environment and society, and information on the Manager’s
endeavours on ESG can be found above. The Manager continues to work with the
investee companies to raise awareness on climate change risks, carbon emission
and energy efficiency.
Stakeholder Engagement
The Company’s s172 Statement can be found in the Corporate Governance
Statement on pages 45 and 46 of the full Annual Report and is incorporated
into this Strategic Report by reference.
Dividend policy
The Company may declare dividends as justified by funds available for
distribution. The Company will not retain in respect of any accounting period
an amount which is greater than 15% of net revenue in that period.
Recurring income from dividends on underlying holdings is paid out as ordinary
dividends.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income
and in the Statement of Changes in Equity below.
For the year ended 31 July 2025, the net revenue loss attributable to
Shareholders was £609,000 (2024: return £570,000) and the net capital return
attributable to Shareholders was £101,968,000 (2024: £120,590,000). Total
Shareholders’ funds increased by 23.7% to £413,128,000 (2024:
£334,099,000).
The dividends paid/proposed by the Board for 2024 and 2025 are set out below:
Year ended 31 July 2025 (pence per Share) Year ended 31 July 2024 (pence per Share)
Interim dividend 7.00 7.00
Special dividend 7.00 7.00
Proposed final dividend 7.00 7.00
Proposed Special dividend 7.00 -
28.00 21.00
Subject to the approval of Shareholders at the forthcoming AGM, the proposed
final ordinary dividend and proposed Special dividend will be payable on 7
November 2025 to Shareholders on the register at the close of business on 3
October 2025. The ex-dividend date will be 2 October 2025.
Further details of the dividends paid in respect of the years ended 31 July
2025 and 31 July 2024 are set out in note 7 below.
Principal risks and uncertainties
The Board considers that the following are the principal risks and
uncertainties facing the Company. The actions taken to manage each of these
are set out below. If one or more of these risks materialised, it could
potentially have a significant impact upon the Company’s ability to achieve
its investment objective. These risks are formalised within the risk matrix
maintained by the Company’s Manager.
Risk How the risk is managed
Investment Performance Risk The performance of the Company may not be in line with its investment objectives. Investment performance is monitored and reviewed daily by M&L Capital Management Limited (“MLCM”) as AIFM through: • Intra-day portfolio statistics; and • Daily Risk reports. The metrics and statistics within these reports may be used (in combination with
other factors) to help inform investment decisions. The AIFM also provides the Board with quarterly performance updates, key portfolio stats (including performance attribution,
valuation metrics, VaR and liquidity analysis) and performance charts of top portfolio holdings. It should be noted that none of the above steps guarantee that Company performance will meet its stated objectives.
Key Man Risk and Reputational Risk The Company may be unable to fulfil its investment objectives following the departure of key staff at the Manager. The Manager has a remuneration policy that incentivises key staff to take a long-term view as variable rewards are spread over a five-year period. MLCM also has documented policies and procedures, including a business continuity plan, to ensure continuity
of operations in the unlikely event of a departure. MLCM has a comprehensive compliance framework to ensure strict adherence to relevant governance rules and requirements.
Fund Valuation Risk The Company’s valuation is not accurately represented to investors. NAVs are produced independently by the Administrator, based on the Company’s valuation policy. Valuation is overseen and reviewed by the AIFM’s valuation committee which reconciles and checks NAV reports prior to publication. It should be noted that the
vast majority of the portfolio consists of quoted equities, whose prices are provided by independent market sources; hence material input into the valuation process is rarely required from the valuation committee.
Third-Party Service Providers Failure of outsourced service providers in performing their contractual duties. All outsourced relationships are subject to an extensive dual-directional due diligence process and to ongoing monitoring. Where possible, the Company appoints a diversified pool of outsourced providers to ensure continuity of operations should a service
provider fail. The cyber security of third-party service providers is a key risk that is monitored on an ongoing basis. The safe custody of the Company’s assets may be compromised through control failures by the Depositary or Custodian, including cyber
security incidents. To mitigate this risk, the AIFM receives monthly reports from the Depositary confirming safe custody of the Company’s assets held by the Custodian.
Regulatory Risk A breach of regulatory rules/ other legislation resulting in the Company not meeting its objectives or investors’ loss. The AIFM adopts a series of pre-trade and post-trade controls to minimise breaches. MLCM uses a fully integrated order management system, electronic execution system, portfolio management system and risk system developed by Bloomberg. These systems include
automated compliance checks, both pre- and post-execution, in addition to manual checks by the investment team. The AIFM undertakes ongoing compliance monitoring of the portfolio through a system of daily reporting. Furthermore, there is additional
oversight from the Depositary, which ensures that there are three distinct layers of independent monitoring.
Fiduciary Risk The Company may not be managed to the agreed guidelines. The Company has a clear documented investment policy and risk profile. The AIFM employs various controls and monitoring processes to ensure guidelines are adhered to (including pre- and post-execution checks as mentioned above and monthly Risk meetings).
Additional oversight is also provided by the Company’s Depositary.
Fraud Risk Fraudulent actions may cause loss. The AIFM has extensive fraud prevention controls and adopts a zero tolerance approach towards fraudulent behaviour and breaches of protocol surrounding fraud prevention. The transfer of cash or securities involve the use of dual authorisation and two
-factor authentication to ensure fraud prevention, such that only authorised personnel are able to access the core systems and submit transfers. The Administrator has access to core systems to ensure complete oversight of all transactions.
Portfolio Concentration The Portfolio’s concentration in Nvidia Corp. and Microsoft Corp. could lead to materially negative performance results for the Company should one or both of these holdings have declining share prices. It is interesting to note that using a sequential selection screen of all equities on Bloomberg using the hurdles of ROIC, ROE, Operating Margin and Revenue Growth set at the rates Nvidia currently enjoys, outputs less than a dozen further suggested stocks
that are domiciled outside China. Whilst some may like us to diversify our Portfolio more, this analysis may suggest diversification would lead to the dilution of the Portfolio’s average financial metrics quality. In addition, at times the Manager will
attempt to directly hedge out some of the risk of a fall in Technology stocks by selling Call options on individual holdings. At times, we also buy Long Put options on Technology indices or individual stock names. However, these hedges are most likely to
only provide immaterial comfort should large positions or the general markets decline. Again, we encourage investors to diversify their own portfolios and only hold shares in Manchester & London as part of a well-diversified portfolio.
Discount risk A sustained deterioration in UK investor appetite for higher-volatility asset classes (driven in part by regulation), irrespective of performance, could reduce demand for the Company’s shares and lead to a structural and persistent widening in the discount to net asset value (“NAV”). The Board and the Manager monitor the discount relative to peers and market conditions on an ongoing basis. Where appropriate, the Company executes share buybacks under existing authorities. However, the capacity and desirability of buy-backs are
inherently finite and cannot be relied upon indefinitely. Even with buy-backs, there can be no assurance that the discount will narrow or not widen further.
In addition to the above, the Board considers the following to be the
principal financial risks associated with investing in the Company: market
risk, interest rate risk, liquidity risk, currency rate risk and credit and
counterparty risk. An explanation of these risks and how they are managed
along with the Company’s capital management policies are contained in note
16 of the Financial Statements below.
The Board, through the Audit Committee, has undertaken a robust assessment and
review of all the risks stated above and in note 16 of the Financial
Statements, together with a review of any emerging or new risks which may have
arisen during the year, including those that would threaten the Company’s
business model, future performance, solvency or liquidity.
In accordance with guidance issued to directors of listed companies, the
Directors confirm that they have carried out a review of the effectiveness of
the systems of internal financial control during the year ended 31 July 2025,
as set out on pages 43 and 44 of the full Annual Report. There were no matters
arising from this review that required further investigation and no
significant failings or weaknesses were identified.
Further discussion about risk considerations can be found in the Company’s
latest prospectus available at
https://mlcapman.com/manchester-london-investment- trust-plc/
Year-end gearing
At the year end, gross long equity exposure represented 108.4% (2024: 112.3%)
of net assets.
Key performance indicators
Key measures by which the Board judges the success of the Company are the
Share price, the NAV per Share and the ongoing charges measure.
Total net assets at 31 July 2025 amounted to £413,128,000 compared with
£334,099,000 at 31 July 2024, an increase of 23.7%, whilst the fully diluted
NAV per Share increased to 1,077.29p from 831.24p. During the year, 1,844,039
Ordinary Shares were bought back and held in treasury. Net revenue return
after taxation for the year was a negative £609,000 (2024: positive
£570,000).
The quoted Share price during the period under review has ranged from a
discount of 12.34% to 24.92%.
Ongoing charges, which are set out above, are a measure of the total expenses
(including those charged to capital) expressed as a percentage of the average
net assets over the year. The Board regularly reviews the ongoing charges
measure and monitors Company expenses.
Future development
The Board and the Manager do not currently foresee any material changes to the
business of the Company in the near future. As the majority of the Company’s
equity investments are denominated in US Dollar, any currency volatility may
have an impact (either positive or negative) on the Company’s NAV per Share,
which is denominated in Sterling.
Management arrangements
Under the terms of the management agreement, MLCM manages the Company’s
portfolio in accordance with the investment policy determined by the Board.
The management agreement has a termination period of three months. In line
with the management agreement, the Manager receives a tiered portfolio
management fee. Details of the fee arrangements and the fees paid to the
Manager during the year are disclosed in note 3 to the Financial Statements.
The Manager is authorised and regulated by the FCA.
M&M Investment Company Limited (“MMIC”), which is controlled by Mr Mark
Sheppard who forms part of the Manager’s management team, is the controlling
Shareholder of the Company. Further details regarding this are set out in the
Directors’ Report below.
Alternative Investment Fund Managers Directive (the “AIFMD”)
The Company permanently exceeded the sub-threshold limit under the AIFMD in
2017 and MLCM was appointed as the Company’s AIFM with effect from 17
January 2018. Following their appointment as the AIFM, MLCM receives an annual
risk management and valuation fee of £59,000 to undertake its duties as the
AIFM in addition to the portfolio management fees set out above.
The AIFMD requires certain information to be made available to investors
before they invest and requires that material changes to this information be
disclosed in the Annual Report.
Remuneration
In the year to 31 July 2025, the total remuneration paid to the employees of
the Manager was £629,000 (2024: £460,000), payable to an average employee
number throughout the year of four (2024: three).
The management of MLCM is undertaken by Mr Mark Sheppard and Mr Richard
Morgan, to whom a combined total of £530,000 (2024: £421,000) was paid by
the Manager during the year.
The remuneration policy of the Manager is to pay fixed annual salaries, with
non-guaranteed bonuses, dependent upon performance only. These bonuses are
generally paid in the Company’s Shares, released over a five-year period.
Leverage
The leverage policy has been approved by the Company and the AIFM. The policy
limits the leverage ratio that can be deployed by the Company at any one time
to 275% (gross method) and 250% (commitment method). This includes any gearing
created by its investment policy. This is a maximum figure as required for
disclosure by the AIFMD regulation and not necessarily the amount of leverage
that is actually used. The leverage ratio as at 31 July 2025 measured by the
gross method was 120.2% and that measured by the commitment method was 111%.
Leverage is defined in the Glossary below.
Risk profile
The risk profile of the Company as measured through the Summary Risk Indicator
(“SRI”) score, is currently at a 6 on a scale of 1 to 7 as at 31 July 2025
(31 July 2024: 6). This score is calculated on past performance data using
prescribed PRIIPS methodology. Liquidity, counterparty and currency risks are
not captured on the scale. The Manager will periodically disclose the current
risk profile of the Company to investors. The Company will make this
disclosure on its website at the same time as it makes its Annual Report and
Financial Statements available to investors or more frequently at its
discretion.
For further information on SRI – including key risk disclaimers – please
read the Fund Key Information Document available at
https://mlcapman.com/manchester-london-investment-trust-plc/
Liquidity arrangements
The Company currently holds no assets that are subject to special arrangements
arising from their illiquid nature. If applicable, the Company would disclose
the percentage of its assets subject to such arrangements on its website at
the same time as it makes its Annual Report and Financial Statements available
to investors, or more frequently at its discretion.
Continuing appointment of the Manager
The Board keeps the performance of MLCM, in its capacity as the Company’s
Manager, under continual review. It has noted the good long-term performance
record and commitment, quality and continuity of the team employed by the
Manager. As a result, the Board concluded that it is in the best interests of
the Shareholders as a whole that the appointment of the Manager on the agreed
terms should continue.
Human rights, employee, social and community issues
The Board consists entirely of non-executive Directors. The Company has no
employees and day-today management of the business is delegated to the Manager
and other service providers. As an investment trust, the Company has no direct
impact on the community or the environment, and as such has no human rights or
community policies. In carrying out its investment activities and in
relationships with suppliers, the Company aims to conduct itself responsibly,
ethically and fairly. Further details of the Environmental, Social and
Governance policy can be found in the Statement of Corporate Governance on
pages 44 and 45 of the full Annual Report. Details of the Company’s Board
composition and related diversity considerations can be found in the Statement
of Corporate Governance on page 40 of the full Annual Report.
Gender diversity
At 31 July 2025, the Board comprised four male Directors. As stated in the
Statement of Corporate Governance, the appointment of any new Director is made
on the basis of merit.
Approval
This Strategic Report has been approved by the Board and signed on its behalf
by:
Daniel Wright
Chairman
24 September 2025
DIRECTORS
The current Directors of the Company are:
Daniel Wright (Chairman of the Board)
Brett Miller
Sir James Waterlow
Daren Morris (Chairman of the Audit Committee and Senior Independent Director)
All the Directors are non-executive. Mr Morris, Sir James Waterlow and Mr
Wright are independent of the Company’s Manager
EXTRACTS FROM THE DIRECTORS’ REPORT
Share capital
As at 31 July 2025, the Company’s issued share capital comprised 40,528,238
Shares of 25 pence each (total nominal value £10,132,059.50), of which
2,179,259 (5.37%) were held in Treasury.
At general meetings of the Company, Shareholders are entitled to one vote on a
show of hands and on a poll, to one vote for every Share held. Shares held in
Treasury do not carry voting rights.
In circumstances where Chapter 11 of the Listing Rules would require a
proposed transaction to be approved by Shareholders, the controlling
Shareholder (see page 34 of the full Annual Report for further details) shall
not vote its Shares on that resolution. In addition, any Director of the
Company appointed by MMIC, the controlling Shareholder, shall not vote on any
matter where conflicted and the Directors will act independently from MMIC and
have due regard to their fiduciary duties.
Issue of Shares
At the Annual General Meeting held on 6 November 2024, Shareholders approved
the Board’s proposal to authorise the Company to allot Shares up to an
aggregate nominal amount of £2,507,938. In addition, the Directors were
authorised to issue Shares and sell Shares from Treasury up to an aggregate
nominal value of £1,003,175 on a non-pre-emptive basis. This authority is due
to expire at the Company’s forthcoming AGM on 5 November 2025.
There were no share issues during the year.
As at the latest practicable date of 17 September 2025, the total voting
rights were 38,024,587.
Purchase of Shares
At the Annual General Meeting held on 6 November 2024, Shareholders approved
the Board’s proposal to authorise the Company to acquire up to 14.99% of its
issued Share capital (excluding Treasury Shares) amounting to 6,015,040
Shares. This authority is due to expire at the Company’s forthcoming AGM on
5 November 2025. Since September 2021, the highest price the Company has paid
for shares held in Treasury was 928 pence. The average cost per share of the
shares held in Treasury was 744 pence. As at 31 July 2025, the share price was
930 pence.
During the year, 1,844,039 Shares have been bought back and at 31 July 2025
there were 40,528,238 Shares in issue of which 2,179,259 were held in
treasury. After the year end, 324,392 shares were bought back into Treasury,
at an average price of 883p, increasing the number of shares held in Treasury
to 2,503,651.
Sale of Shares from Treasury
At the Annual General Meeting held on 6 November 2024, Shareholders approved
the Board’s proposal to authorise the Company to waive pre-emption rights in
respect of Treasury Shares up to an aggregate amount of £1,003,175 and to
permit the allotment or sale of Shares from Treasury at a discount to a price
at or above the prevailing NAV. This authority is due to expire at the
Company’s forthcoming AGM on 5 November 2025.
No Shares were sold from Treasury during the year. As at the latest
practicable date of 17 September 2025, 2,503,651 Shares are held in Treasury.
Going concern
The Directors consider that it is appropriate to adopt the going concern basis
in preparing the Financial Statements. After making enquiries, and considering
the nature of the Company’s business and assets, the Directors consider that
the Company has adequate resources to continue in operational existence for
the foreseeable future. In arriving at this conclusion, the Directors have
considered the liquidity of the portfolio and the Company’s ability to meet
obligations as they fall due for a period of at least 12 months from the date
that these Financial Statements were approved.
Cashflow projections have been reviewed and provide evidence that the Company
has sufficient funds to meet both its contracted expenditure and its
discretionary cash outflows in the form of the dividend policy. Additionally,
Value at Risk scenario analyses to demonstrate that the company has sufficient
capital headroom to withstand market volatility are performed periodically.
Viability statement
The Directors have assessed the prospects of the Company over a five-year
period. The Directors consider five years to be a reasonable time horizon to
consider the continuing viability of the Company, however they also consider
viability for the longer-term foreseeable future.
In their assessment of the viability of the Company, the Directors have
considered each of the Company’s principal risks and uncertainties as set
out in the Strategic Report above and in particular, have considered the
potential impact of a significant fall in global equity markets on the value
of the Company’s investment portfolio overall. The Directors have also
considered the Company’s income and expenditure projections and the fact
that the Company’s investments mainly comprise readily realisable securities
which could be sold to meet funding requirements if necessary. On that basis,
the Board considers that five years is an appropriate time period to assess
continuing viability of the Company.
In forming their assessment of viability, the Directors have also considered:
• internal processes for monitoring costs;
• expected levels of investment income;
• the performance of the Manager;
• portfolio risk profile;
• liquidity risk;
• gearing limits;
• counterparty exposure; and
• financial controls and procedures operated by the Company.
The Board is satisfied with the ongoing services provided to the Company by
its service providers.
Based upon these considerations, the Directors have concluded that there is a
reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the five-year period.
By order of the Board
MUFG Corporate Governance Limited
Company Secretary
24 September 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT
AND FINANCIAL STATEMENTS
The Directors are responsible for preparing the Company’s Annual Report and
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial period. Under that law, the directors are required to prepare the
group financial statements in accordance with United Kingdom adopted
international accounting standards. Under Company law, the Directors must not
approve the Financial Statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing the Financial Statements, the Directors are required to:
• select suitable accounting policies in accordance with IAS 8 ‘Accounting
Policies, Changes in Accounting Estimates and Errors’ and then apply them
consistently;
• present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
• provide additional disclosure when compliance with specific requirements
in IFRS is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Company’s financial
position and financial performance;
• state that the Company has complied with IFRS, subject to any material
departures disclosed and explained in the Financial Statements;
• make judgements and estimates that are reasonable and prudent; and
• prepare Financial Statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy, at any time, the financial position of the Company and to
enable them to ensure that the Financial Statements 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.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and ensuring that the Annual Report includes information required
by the Listing Rules and Disclosure Guidance and Transparency Rules of the
The Financial Statements are published on the Company’s website,
www.mlcapman.com/manchester-london-investment-trust-plc, which is maintained
on behalf of the Company by the Manager. The Manager has agreed to maintain,
host, manage and operate the Company’s website and to ensure that it is
accurate and up-to-date and operated in accordance with applicable law. 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 Financial
Statements since they were initially presented on the website. Visitors to the
website need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the Financial Statements may differ from
legislation in their jurisdiction.
We confirm that to the best of our knowledge:
i. the Financial Statements, prepared in accordance with the IFRS, give a true
and fair view of the assets, liabilities, financial position and profit of the
Company; and
ii. the Annual Report includes a fair review of the development and
performance of the business and position of the Company, together with a
description of the principal risks and uncertainties that it faces.
The Directors consider that the Annual Report and Financial Statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for Shareholders to assess the Company’s position and performance,
business model and strategy.
On behalf of the Board
Daniel Wright
Chairman
24 September 2025
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company’s
statutory accounts for the years ended 31 July 2025 and 31 July 2024 but is
derived from those accounts. Statutory accounts for the year ended 31 July
2024 have been delivered to the Registrar of Companies and statutory accounts
for the year ended 31 July 2025 will be delivered to the Registrar of
Companies in due course. The Auditor has reported on those accounts; their
report was (i) unqualified, (ii) did not include a reference to any matters to
which the Auditor drew attention by way of emphasis without qualifying their
report and (iii) did not contain a statement under Section 498 (2) or (3) of
the Companies Act 2006. The text of the Auditor’s report can be found on
pages 58 to 67 of the Company’s full Annual Report
at www.mlcapman.com/manchester-london-investment-trust-plc.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2025
2025 2024
Notes Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
Gains
Gains on investments at fair value through profit or loss 9 346 104,967 105,313 357 123,556 123,913
Investment income 2 1,090 - 1,090 1,092 - 1,092
Bank interest 2 1,251 - 1,251 1,354 - 1,354
Gross return 2,687 104,967 107,654 2,803 123,556 126,359
Expenses
Management fee 3 (2,447) - (2,447) (1,458) - (1,458)
Other operating expenses 4 (635) - (635) (563) - (563)
Total expenses (3,082) - (3,082) (2,021) - (2,021)
Return before finance costs and tax 5 (395) 104,967 104,572 782 123,556 124,338
Finance costs 5 (105) (2,999) (3,104) (68) (2,966) (3,034)
Return on ordinary activities before tax (500) 101,968 101,468 714 120,590 121,304
Taxation 6 (109) - (109) (144) - (144)
Return on ordinary activities after tax (609) 101,968 101,359 570 120,590 121,160
Return per Share pence pence pence pence pence pence
Basic and fully diluted 8 (1,54) 257.29 255.75 1.42 300.03 301.45
The total column of this statement is the Income Statement of the Company
prepared in accordance with United Kingdom adopted international accounting
standards in conformity with the requirements of the Companies Act 2006. The
supplementary revenue return and capital return columns are presented in
accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies (“AIC SORP”).
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year.
There is no other comprehensive income, and therefore the return for the year
after tax is also the total comprehensive income.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2025
Notes Share capital £’000 Share premium £’000 Special reserve** £’000 Capital reserve* £’000 Retained earnings** £’000 Total £’000
Balance at 1 August 2024 10,132 25,888 86,468 211,611 - 334,099
Changes in equity for 2025
Ordinary shares bought back and held in treasury 14 - - (14,038) - - (14,038)
Total comprehensive income - - - 101,968 (609) 101,359
Dividends paid 7 - - (8,292) - - (8,292)
Balance at 31 July 2025 10,132 25,888 64,138 313,579 (609) 413,128
Balance at 1 August 2023 10,132 25,888 94,338 91,021 - 221,379
Changes in equity for 2024
Ordinary shares bought back and held in treasury 14 - - - - - -
Total comprehensive income - - - 120,590 570 121,160
Dividends paid 7 - - (7,780) - (570) (8,440)
Balance at 31 July 2024 10,132 25,888 86,468 211,611 - 334,099
* Within the balance of the capital reserve, £70,651,000 relates to realised
gains (2024: £50,175,000). Realised gains are distributable by way of a
dividend. The remaining £242,928,000 relates to unrealised gains on financial
instruments (2024: £161,436,000) and is non-distributable.
** Fully distributable
STATEMENT OF FINANCIAL POSITION
As at 31 July 2025
Notes 2025 2024
£’000 £’000
Non-current assets
Investments at fair value through profit or loss 9 375,583 309,002
Current assets
Unrealised derivative assets 13 10,912 4,866
Trade and other receivables 10 189 419
Cash and cash equivalents 11 17,429 7,187
Cash collateral receivable from brokers 13 16,783 16,371
45,313 28,843
Creditors – amounts falling due within one year
Unrealised derivative liabilities 13 (4,621) (3,248)
Trade and other payables 12 (2,451) (498)
Cash collateral payable to brokers 13 (587) -
Bank overdrafts 11 (109)
(7,768) 3,746
Net current assets 37,545 25,097
Net assets 413,128 334,099
Capital and reserves
Ordinary Share Capital 14 10,132 25,888
Share premium 25,888 25,888
Special Reserves 64,138 86,468
Capital reserve 313,579 211,611
Retained earnings (609) -
Total equity 413,128 334,099
Basic and fully diluted NAV per Share 15 1,077.29p 831.24p
Number of Shares in issue excluding treasury 14 38,348,979 40,193,018
The Financial Statements on pages 70 to 90 of the full Annual Report were
approved by the Board of Directors and authorised for issue on 24 September
2025 and are signed on its behalf by:
Daniel Wright
Chairman
Manchester and London Investment Trust Public Limited Company
Company Number: 01009550
STATEMENT OF CASH FLOWS
For the year ended 31 July 2025
2025 £’000 2024 £’000
Cash flow from operating activities
Return on operating activities before tax 101,468 121,304
Interest expense 3,104 3,034
Gains on investments held at fair value through profit or loss (105,518) (123,533)
Increase in receivables (7) (34)
Increase in payables 118 163
Exchange losses/(gains) on Currency Balances 551 (23)
Tax (109) (144)
Net cash generated from operating activities (393) 767
Cash flow from investing activities
Purchases of investments (51,683) (79,749)
Sales proceeds 80,476 65,875
Derivative instrument cashflows 5,882 14,638
Net cash inflow from investing activities 34,675 764
Cash flow from financing activities
Ordinary shares bought back and held in treasury (12,192) -
Equity dividends paid (8,292) (8,440)
Interest paid (3,114) (2,976)
Net cash used in financing activities (23,598) (11,416)
Net increase/(decrease) in cash and cash equivalents 10,684 (9,885)
Exchange (losses)/gains on Currency Balances (551) 23
Cash and cash equivalents at beginning of year 7,187 17,049
Cash and cash equivalents at end of year 17,320 7,187
The notes below form part of these Financial Statements.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
For the year ended 31 July 2025
1. General information and accounting policies
Manchester and London Investment Trust plc is a public limited company
incorporated in the UK and registered in England and Wales. The principal
activity of the Company is that of an investment trust company within the
meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its
investment approach is detailed in the Strategic Report.
The Company’s Financial Statements have been prepared in accordance with
United Kingdom adopted international accounting standards in conformity with
the requirements of the Companies Act 2006. The Financial Statements have also
been prepared in accordance with the AIC SORP for the financial statements of
investment trust companies and venture capital trusts.
Basis of preparation
In order to better reflect the activities of an investment trust company and
in accordance with the AIC SORP, supplementary information which analyses the
Statement of Comprehensive Income between items of revenue and capital nature
has been prepared alongside the Statement of Comprehensive Income.
The Financial Statements are presented in Sterling, which is the Company’s
functional currency as the UK is the primary environment in which it operates,
rounded to the nearest £’000, except where otherwise indicated.
Going concern
The financial statements have been prepared on a going concern basis and on
the basis that approval as an investment trust company will continue to be
met.
The Directors have made an assessment of the Company’s ability to continue
as a going concern and are satisfied that the Company has adequate resources
to continue in operational existence for a period of at least 12 months from
the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered the
likely impacts of international and economic uncertainties on the Company,
operations and the investment portfolio. These include, but are not limited
to, the impact of another pandemic, the war in Ukraine, political instability
across Europe, supply shortages and inflationary pressures.
The Directors noted that the Company, with the current cash balance and
holding a portfolio of listed investments, is able to meet the obligations of
the Company as they fall due. The current cash balance, enables the Company to
meet any funding requirements and finance future additional investments. The
Company is a closed-end fund, where assets are not required to be liquidated
to meet day to day redemptions.
The Directors have completed stress tests assessing the impact of changes in
market value and income with associated cash flows. In making this assessment,
they have considered plausible downside scenarios. The conclusion was that in
a plausible downside scenario the Company could continue to meet its
liabilities. Whilst the economic future is uncertain, and the Directors
believe that it is possible the Company could experience further reductions in
income and/or market value, the opinion of the Directors is that this should
not be to a level which would threaten the Company’s ability to continue as
a going concern.
The Directors, the Manager and other service providers have put in place
contingency plans to minimise disruption. Furthermore, the Directors are not
aware of any material uncertainties that may cast significant doubt on the
Company’s ability to continue as a going concern, having taken into account
the liquidity of the Company’s investment portfolio and the Company’s
financial position in respect of its cash flows, borrowing facilities and
investment commitments (of which there are none of significance). Therefore,
the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment business. The Company primarily invests
in companies listed on recognised international exchanges.
Accounting developments
In the year under review, the Company has applied amendments to IFRS issued by
the IASB adopted in conformity with United Kingdom adopted international
accounting standards. These include annual improvements to IFRS, changes in
standards, legislative and regulatory amendments, changes in disclosure and
presentation requirements. This incorporated:
* Classification of liabilities as current or non-current (Amendments to IAS
1);
* Non-current liabilities with Covenants (Amendments to IAS 1;
* Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7; and
The adoption of the changes to accounting standards has had no material impact
on these or prior years’ financial statements. These are amendments to
IAS/IFRS that are not yet mandatorily effective:
* Lack of Exchangeability (Amendments to IAS 21). The amendments contain
guidance to specify when a currency is exchangeable and how to determine the
exchange rate when it is not;
* Classification and Measurement of Financial Instruments (Amendments to IFRS
7 and IFRS 9). The amendments address matters identified during the
post-implementation review of the classification and measurement requirements
of IFRS 9 Financial Instruments; and
* Presentation and Disclosures in Financial Statements (IFRS 18). New
presentation requirements for the classification of income and expenses and
enhanced disclosures regarding management-defined performance indicators.
* Annual improvements to IFRS Standards.
The Directors do not anticipate the adoption of these will have a material
impact on the financial statements.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts in the financial statements.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
There were no significant accounting estimates or critical accounting
judgements in the year.
Investments
Investments are measured initially, and at subsequent reporting dates, at fair
value through profit and loss, and derecognised at trade date where a purchase
or sale is under a contract whose terms require delivery within the timeframe
of the relevant market. For listed equity investments, this is deemed to be
closing prices.
Changes in fair value of investments are recognised in the Statement of
Comprehensive Income as a capital item. On disposal, realised gains and losses
are also recognised in the Statement of Comprehensive Income as capital items.
All investments for which fair value is measured or disclosed in the Financial
Statements are categorised within the fair value hierarchy in note 9.
Financial instruments
The Company may use a variety of derivative instruments, including equity
swaps (also referred to as contracts for differences), futures, forwards and
options under master agreements with the Company’s derivative counterparties
to enable the Company to gain long and short exposure on individual
securities.
The Company recognises financial assets and financial liabilities when it
becomes a party to the contractual provisions of the instrument. Listed
options and futures contracts are recognised at fair value through profit or
loss valued by reference to the underlying market value of the corresponding
security, traded prices and/or third party information.
Notional dividend income arising on long positions is recognised in the
Statement of Comprehensive Income as revenue. Interest expenses on open long
positions are allocated to capital. All remaining interest or financing
charges on derivative contracts are allocated to the revenue account.
Unrealised changes to the value of securities in relation to derivatives are
recognised in the Statement of Comprehensive Income as capital items.
Foreign currency
Transactions denominated in foreign currencies are converted to Sterling at
the actual exchange rate as at the date of the transaction. Monetary assets
and liabilities and non-monetary assets held at fair value denominated in
foreign currencies at the year end are translated at the Statement of
Financial Position date. Any gain or loss arising from a change in exchange
rate subsequent to the date of the transaction is included as an exchange gain
or loss in the capital reserve or the revenue account depending on whether the
gain or loss is capital or revenue in nature.
Cash and cash equivalents
Cash comprises cash in hand and overdrafts. Cash equivalents are short-term,
highly liquid investments that are readily convertible to known amounts of
cash and which are subject to insignificant risk of changes in value.
For the purposes of the Statement of Financial Position and the Statement of
Cash Flows, cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts when applicable.
Cash held in margin/collateral accounts at the Company’s brokers is
presented as Cash collateral receivable from brokers in the financial
statements. Any cash collateral owed back to the brokers on marked to market
gains of Equity Swaps is shown in the financial statements as Cash collateral
payable to brokers.
Trade receivables, trade payables and short-term borrowings
Trade receivables, trade payables and short-term borrowings are measured at
amortised cost.
Revenue recognition
Revenue is recognised when it is probable that economic benefits associated
with a transaction will flow to the Company and the revenue can be reliably
measured.
Dividends from overseas companies are shown gross of any non-recoverable
withholding taxes which are disclosed separately in the Statement of
Comprehensive Income.
Dividends receivable on quoted equity shares are taken to revenue on an
ex-dividend basis. Dividends receivable on equity shares where no ex-dividend
date is quoted are brought into account when the Company’s right to receive
payment is established.
All other income is accounted for on a time-apportioned basis and recognised
in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on an accruals basis and are charged to
revenue. All other administrative expenses are charged through the revenue
column in the Statement of Comprehensive Income.
Finance costs
Finance costs are accounted for on an accruals basis.
Financing charged by the Prime Brokers on open long positions are allocated to
capital, with other finance costs being allocated to revenue.
Taxation
The charge for taxation is based on the net revenue for the year and any
deferred tax.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amount for
financial reporting purposes at the reporting date. Deferred tax assets are
only recognised if it is considered more likely than not that there will be
suitable profits from which the future reversal of timing differences can be
deducted. In line with recommendations of the AIC SORP, the allocation method
used to calculate the tax relief on expenses charged to capital is the
“marginal” basis. Under this basis, if taxable income is capable of being
offset entirely by expenses charged through the revenue account, then no tax
relief is transferred to the capital account.
No taxation liability arises on gains from sales of investments by the Company
by virtue of its investment trust status. However, the net revenue (excluding
investment income) accruing to the Company is liable to corporation tax at
prevailing rates.
Dividends payable to Shareholders
Dividends to Shareholders are recognised as a liability in the period in which
they are approved and are taken to the Statement of Changes in Equity.
Dividends declared and approved by the Company after the Statement of
Financial Position date have not been recognised as a liability of the Company
at the Statement of Financial Position date.
Share capital
The share capital is the nominal value of issued ordinary shares and is not
distributable.
Share premium
The Share premium account represents the accumulated premium paid for Shares
issued in previous periods above their nominal value less issue expenses. This
is a reserve forming part of the non-distributable reserves. The following
items are taken to this reserve:
* costs associated with the issue of equity;
* premium on the issue of Shares; and
* premium on the sales of Shares held in Treasury over the market value.
Special Reserve
The special reserve was created by a cancellation of the share premium account
increasing the distributable reserves of the Company. The special reserve is
distributable, and the following items are taken to this reserve:
* costs of share buy-backs, including related stamp duty and transaction
costs; and
* dividends.
Capital reserve
The following are taken to capital reserve:
* gains and losses on the realisation of investments;
* increases and decreases in the valuation of the investments held at the year
end;
* cost of share buy backs;
* exchange differences of a capital nature; and
* expenses, together with the related taxation effect, allocated to this
reserve in accordance with the above policies.
Retained earnings
The revenue reserve represents accumulated revenue account profits and losses.
The surplus accumulated profits are distributable by way of dividends.
2. Income
2025 £’000 2024 £’000
Dividends from listed investments 1,090 1,092
Bank interest 1,251 1,354
2,341 2,446
3. Management fee
2025 2024
£’000 £’000
Base fee 2,388 1,39
Risk management and valuation fee 59 59
2,447 1,458
With effect from 1 September 2024, the Board agreed with the Manager a new
tiered management fee replacing the prior fee arrangements.
Tiered Management Fee:
* 0.7% per annum of the NAV up to and including £750 million;
* 0.5% per annum of the NAV between £750 million and £1.5 billion; and
* 0.3% per annum of the NAV above £1.5 billion.
There will be no performance fee payable to the
Risk Management and Valuation fee:
There will be no change to the Risk Management and Valuation fee, however, the
fee will be adjusted annually in January by the UK Consumer Prices Index
(“CPI”) with the first increase being in January 2026 on the basis of the
January 2026 CPI (percentage change over 12 months) figure.
The Board believes that the new fee structure offers a simpler and more
predictable arrangement, removes the unnecessary volatility in ongoing charges
for shareholders and allows the Manager to better plan for the future and
broaden the expertise of the management team supporting the Company. It also
addresses concerns raised by proxy advisors and compliance departments over
the variability of the fee arrangements.
Also, the Board believes that the changes have the potential to generate cost
savings for shareholders in both the short and long-term, in particular, if
the Company were to see a material increase in NAV.
In addition, a Risk Management and Valuation fee equating to £59,000 on an
annualised basis is charged by the AIFM. The Manager is also reimbursed any
expenses incurred by it on behalf of the Company.
4. Other operating expenses
2025 £’000 2024 £’000
Directors’ fees 117 102
Auditors’ remuneration 39 37
Registrar fees 39 32
Depositary fees 122 101
Other expenses 318 291
635 563
Other operating expenses include irrecoverable VAT where appropriate,
excluding the Auditors’ and Directors’ remuneration which have been shown
net of VAT.
No non-audit services were provided by Deloitte LLP in the year to 31 July
2025.
5. Finance costs
2025 2024
£’000 £’000
Charged to revenue 105 68
Charged to capital* 2,999 2,966
3,104 3,034
* Finance costs charged to capital relate to interest on equity swaps.
6. Taxation
a) Analysis of charge in year
Year to 31 July 2025 Year to 31 July 2024
Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
Current tax:
Overseas tax not recoverable 109 - 109 144 - 144
109 - 109 144 - 144
b) The current taxation charge for the year is lower than the standard rate of Corporation Tax in the UK of 25% (2024: 25%). The differences are explained below:
Net return before taxation (500) 101,968 101,468 714 120,590 121,304
Theoretical tax at UK corporation tax rate of 25% (2024: 25%) (125) 25,492 25,367 178 30,147 30,325
Effects of:
Foreign dividends that are not taxable (221) - (221) (208) - (208)
Non-taxable investment gains - (26,243) (26,243) - (30,889) (30,889)
Offshore income gains - - - 63 - 63
Irrecoverable overseas tax 109 - 109 144 - 144
Unrelieved excess expenses 346 751 1,097 (33) 742 709
Total tax charge 109 - 109 144 - 144
c) Factors that may affect future tax charges.
At 31 July 2025, there is an unrecognised deferred tax asset, measured at the
latest enacted tax rate of 25%, of £5,872,000 (2024: £4,775,000). This
deferred tax asset relates to surplus management expenses and non trade loan
relationship debits. It is unlikely that the company will generate sufficient
taxable profits in the foreseeable future to recover these amounts and
therefore the asset has not been recognised in the year, or in prior years.
As at 31 July 2025, the company has unrelieved capital losses of £9,329,000
(2024: £9,329,000). There is therefore, a related unrecognised deferred tax
asset, measured at the latest enacted rate of 25%, of £2,332,000 (2024:
£2,332,000). These capital losses can only be utilised to the extent that the
company does not qualify as an investment trust in the future and, as such,
the asset has not been
7. Dividends
Amounts recognised as distributions to equity holders in the year: 2025 £’000 2024 £’000
Final ordinary dividend for the year ended 31 July 2024 of 7.0p (2023: 7.0p) per share 2,807 2,813
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p (2024: 7.0p) per share 2,742 2,813
Special dividend for the year ended 31 July 2025 of 7.0p (2024:7.0p) per share 2,743 2,814
8,292 8,440
The Directors are proposing a final dividend of 7.0p and a special dividend of
7.0p for the financial
year 2025.
These proposed dividends have been excluded as a liability in these Financial
Statements in
accordance with IFRS.
We also set out below the total dividend payable in respect of the financial
year, which is the basis
on which the requirements of Section 1158 of the Corporation Tax Act 2010 are
considered.
Included in the dividend distributions to equity holders in the year is
£8,292,000 (2024: £7,870,000)
paid from special reserve.
2025 £’000 2024 £’000
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p (2024: 7.0p) per Share 2,742 2,813
Special dividend for the year ended 31 July 2025 of 7.0p (2024: nil) per share 2,743 -
Proposed final ordinary dividend* for the year ended 31 July 2025 of 7.0p (2024: 7.0p) per Share 2,684* 2,813
Proposed special dividend* for the year ended 31 July 2025 of 7.0p (2024: 7.0p) per share 2,684* 2,814
10,853 8,441
*Based on Shares in circulation on 31 July 2025 (excluding Shares held in
treasury).
8. Return per Share
2025 2024
Net Return £’000 Weighted Average Shares Total (p) Net Return £’000 Weighted Average Shares Total (p)
Basic and fully diluted return:
Net revenue return after taxation (609) 39,632,194 (1.54) 570 40,193,018 1.42
Net capital return after taxation 101,968 39,632,194 257.29 120,590 40,193,018 300.03
Total 101,359 39,632,194 255.75 121,160 40,193,018 301.45
Basic revenue, capital and total return per Share is based on the net revenue,
capital and total return for the period and on the weighted average number of
Shares in issue of 39,632,194 (2024: 40,193,018).
9. Investments at fair value through profit or loss
2025 2024
Total £’000 Total £’000
Analysis of investment portfolio movements
Opening cost at 1 August 151,886 136,155
Opening unrealised appreciation at 1 August 157,116 52,109
Opening fair value at 1 August 309,002 188,264
Movements in the year
Purchases at cost 51,683 79,749
Sales of Investments (80,223) (66,024)
Realised profit on sales 18,132 2,006
Increase in unrealised appreciation 76,989 105,007
Closing fair value at 31 July 375,583 309,002
Closing cost at 31 July 141,478 151,886
Closing unrealised appreciation at 31 July 234,105 157,116
Closing fair value at 31 July 375,583 309,002
Fair value hierarchy
Financial assets of the Company are carried in the Statement of Financial
Position at fair value. The fair value is the amount at which the asset could
be sold or the liability transferred in an orderly transaction between market
participants, at the measurement date, other than a forced or liquidation
sale. The Company measures fair values using the following hierarchy that
reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant assets as follows:
* Level 1 – valued using quoted prices unadjusted in an active market.
* Level 2 – valued by reference to valuation techniques using observable
inputs for the asset or liability other than quoted prices included in Level
1.
* Level 3 – valued by reference to valuation techniques using inputs that
are not based on observable market data for the asset or liability.
The tables below set out fair value measurements of financial instruments as
at the year end, by their category in the fair value hierarchy into which the
fair value measurement is categorised.
Financial assets/liabilities at fair value through profit or loss at 31 July
2025
Level 1 Level 2 Total
£’000 £’000 £’000
Investments 375,583 - 375,583
Unrealised Derivative Assets - 10,912 10,912
Unrealised Derivative Liability - (4,621) (4,621)
Total 375,583 6,291 381,874
Financial assets/liabilities at fair value through profit or loss at 31 July
2024
Level 1 Level 2 Total
£’000 £’000 £’000
Investments 309,002 - 309,002
Unrealised Derivative Assets - 4,866 4,866
Unrealised Derivative Liability - (3,248) (3,248)
Total 309,002 1,618 310,620
There have been no transfers during the year between Level 1 and 2 fair value
measurements.
Transaction costs
During the year, the Company incurred transaction costs of £271,000 (2024:
£154,000) on the purchase and disposal of investments.
Analysis of capital gains and losses
2025 2024
£’000 £’000
Gains on sales of investments 18,132 2,006
Investment holding gains 76,989 105,007
Realised gains on derivatives 5,878 17,684
Unrealised gains/(losses) on derivatives 4,503 (1,252)
105,502 123,445
Realised (losses)/gains on currency balances and trade settlements (535) 111
Dividend income in respect of equity swaps 346 357
105,313 123,913
10. Trade and other receivables
2025 £’000 2024 £’000
Dividends receivable 43 52
Due from brokers - 237
Interest receivable 103 95
Prepayments 43 35
189 419
11. Cash and cash equivalents
2025 £’000 2024 £’000
Cash and cash equivalents in the statement of financial position 17,429 7,187
Bank Overdrafts (109) -
Cash and cash equivalents in the statement of cash flows 17,320 7,187
As at the balance sheet date, the Company held shares valued at £3,225,000
(2024: £11,000) in the Morgan Stanley Sterling Liquidity fund, which has been
classified as a Cash equivalent (see Note 1).
12. Trade and other payables
2025 £’000 2024 £’000
Due to Brokers 1,916 6
Accruals 535 492
2,451 498
13. Derivatives
The Company may use a variety of derivative contracts under master agreements
with the Company’s derivative counterparties to enable it to gain long and
short exposure, including Options and Equity Swaps (which are synthetic
equities), and are valued by reference to the market values of the
investments’ underlying securities.
The sources of the return under the Equity Swap contracts (e.g. notional
dividends, financing costs, interest returns and realised and unrealised gains
and losses) are allocated to the revenue and capital accounts in alignment
with the nature of the underlying source of income.
* Notional dividend income or expense arising on long or short positions is
apportioned wholly to the revenue account.
* Notional interest or financing charges on open long positions are
apportioned wholly to the capital account. All remaining interest or financing
charges on derivative contracts are allocated to the revenue account.
* Changes in value relating to underlying price movements of securities in
relation to Equity Swap exposures are allocated to capital.
The fair values of derivative financial assets are set out in the table below:
2025 £’000 2024 £’000
Unrealised derivative assets 10,912 4,866
Cash collateral receivable from brokers 16,783 16,371
Unrealised derivative liabilities (4,621) (3,248)
Cash collateral payable to brokers (587) -
The corresponding gross exposure on long equity swaps as at 31 July 2025 was
£71,983,000 (2024: £65,982,000) and the total gross exposure of short equity
swaps was £804,000 (2024: £5,272,000). The net marked to market futures and
options total value as at 31 July 2025 was negative £4,184,000 (2024:
negative £1,697,000).
As at 31 July 2025, the Company held cash and cash equivalent balances of
£17,320,000 (2024: £7,187,000). The Company also pledged cash of
£16,783,000 (2024: £16,371,000) on collateral accounts with counterparty
brokers specifically for derivatives (including exchange traded derivatives
positions and non-exchange traded swap positions). This cash represents
collateral posted to broker deposit accounts in relation to amounts due to
brokers in order to maintain open positions and constitute a number of types
of margin required (such as initial, marked to market variation etc).
The nature of the Company’s portfolio means that the Company gains
significant exposure to a number of markets through Equity Swaps. The Company
may use Equity Swaps to manage gearing. However, to the extent the Manager has
elected not to be geared, the Company will generally hold a level of cash (or
equivalent holding in the Cash Fund) on its balance sheet representative of
the difference between the cost of purchasing investments directly and the
lower initial cost of making a margin payment on an Equity Swap contract.
As at 31 July 2025, the Company also owed £587,000 (2024: £nil) to brokers
in respect of cash collateral received relating to amounts owed by these
brokers to cover unrealised gains on open Equity Swaps on the Statement of
Financial Position. To the extent there are unrealised losses on Equity Swap
contracts uncovered by balances held at the broker, the Company will transfer
deposit monies across to these broker margin deposit accounts. The Manager
monitors margin positions on a daily basis to ensure any margin deposit
balances are as expected and any amounts owed to the Company are transferred
on a timely basis. In the event of default, a proportion of the monies held in
the collateral accounts resides with the counterparty broker.
14. Share capital
2025 2024
Share capital Number of Shares Nominal value £’000 Number of Shares Nominal value £’000
Shares of 25p each issued and fully paid
Balance as at 1 August 40,528,238 10,132 40,528,238 10,132
Shares issued - - - -
Balance as at 31 July 40,528,238 10,132 40,528,238 10,132
Treasury shares
Balance as at 1 August 335,220 335,220
Buyback of Ordinary Shares into Treasury 1,844,039 -
Balance at end of year 2,179,259 335,220
Total Ordinary Share capital excluding Treasury shares 38,348,979 40,193,018
No shares were issued during the year (2024: nil).
The Board’s authority to issue shares, approved at the Annual General
Meeting held on 6 November 2024, is detailed on page 33 of the full Annual
Report.
During the year, 1,844,039 Ordinary Shares (2024: nil) were bought back and
held in treasury for total cost of £14,038,000.
15. NAV per Share
NAV per Share Net assets attributable
2025 (p) 2024 (p) 2025 £’000 2024 £’000
Shares: basic and fully diluted 1077.29 831.24 413,128 334,099
The basic NAV per Share is based on net assets at the year end and 38,348,979
(2024: 40,193,018)
Shares in issue, adjusted for any Shares held in Treasury.
16. Risks – investments, financial instruments and other risks
Investment objective and policy
The Company’s investment objective and policy are detailed above.
The investing activities in pursuit of its investment objective involve
certain inherent risks.
The Company’s financial instruments can comprise:
* shares and debt securities held in accordance with the Company’s
investment objective and policy;
* derivative instruments for trading, hedging and investment purposes;
* cash, liquid resources and short-term debtors and creditors that arise from
its operations; and
* current asset investments and trading.
Risks
The risks identified arising from the Company’s financial instruments are
market risk (which comprises market price risk and interest rate risk),
liquidity risk and credit and counterparty risk. The Company may enter into
derivative contracts to manage risk. The Board reviews and agrees policies for
managing each of these risks, which are summarised below.
These policies remained unchanged since the beginning of the accounting
period.
Market risk
Market risk arises mainly from uncertainty about future prices of financial
instruments used in the Company’s business. It represents the potential loss
the Company might suffer through holding market positions by way of price
movements, interest rate movements and exchange rate movements. The Company
assesses the exposure to market risk when making each investment decision and
these risks are monitored by the Manager on a regular basis and the Board at
quarterly meetings with the Manager.
Details of the long equity exposures held at 31 July 2025 are shown above.
If the price of these investments and equity swaps had increased by 5% at the
reporting date with all other variables remaining constant, the capital return
in the Statement of Comprehensive Income and the net assets attributable to
equity holders of the Company would increase by £22,338,000 (2024:
£18,486,000).
A 5% decrease in share prices would have resulted in an equal and opposite
effect of £22,338,000 (2024: £18,486,000), on the basis that all other
variables remain constant. This level of change is considered to be reasonable
based on observation of current market conditions.
At the year end, the Company’s direct equity exposure to market risk was as
follows:
2025 2024
£’000 £’000
Equity long exposures
Investments held in equity form 375,583 309,002
Long exposure held in equity swap hedges 71,983 65,982
447,566 374,984
Short exposure held in equity swap hedges (804) (5,272)
446,762 369,712
Interest rate risk
Interest rate risk arises from uncertainty over the interest rates charged by
financial institutions. It represents the potential increased costs of
financing for the Company. The Manager actively monitors interest rates and
the Company’s ability to meet its financing requirements throughout the year
and reports to the Board. No sensitivity analysis is presented because, as at
the financial year end, the Company held zero balances invested in bonds or
fixed interest securities. The Company is charged interest on its Equity Swap
positions but these charges are not currently material once netted with
interest received on cash, collateral and cash equivalent balances.
Liquidity risk
Liquidity risk reflects the risk that the Company will have insufficient funds
to meet its financial obligations as they fall due. The Directors have
minimised liquidity risk by investing in a portfolio of quoted companies that
are readily realisable.
The Company’s uninvested funds are held almost entirely with the Prime
Brokers or on deposits with UK banking institutions.
As at 31 July 2025, the financial liabilities comprised:
2025 £’000 2024 £’000
Unrealised derivative liabilities 4,621 2,959
Trade payables and accruals 2,451 498
Cash collateral payable to brokers 587 -
7,659 3,457
All derivative liabilities noted above have effective maturities of less than
one year. Ultimate cashflows are contingent on market movements and will
differ from the carrying amount.
The Company manages liquidity risk through constant monitoring of the
Company’s gearing position to ensure the Company is able to satisfy any and
all debts within the agreed credit terms.
Currency rate risk
Currency risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. If Sterling had strengthened by 5% against all other currencies at the
reporting date, with all other variables remaining constant, the total return
in the Statement of Comprehensive Income and the net assets attributable to
equity holders of the Company, assuming the Company held no balances in
Sterling, would have decreased by £20,656,000 (2024: £16,704,000). If
Sterling had weakened by 5% against all currencies, there would have been an
equal and opposite effect. This level of change is considered to be reasonable
based on observation of current market conditions.
The Company’s material foreign currency exposures are laid out below.
As at 31 July 2025
Sterling US Dollar Euro Danish Kroner Total
£’000 £’000 £’000 £’000 £’000
Investments 2,863 372,720 - - 375,583
Unrealised derivative assets - 10,903 9 - 10,912
Cash and cash equivalents 5,299 11,305 825 - 17,429
Cash collateral receivable from brokers 5,604 11,036 143 - 16,783
Unrealised derivative liabilities - (4,548) (73) - (4,621)
Cash collateral payable to brokers (587) - - (587)
Other net liabilities (2,262) - - - (2,262)
Bank Overdrafts - - (31) (78) (109)
10,917 401,416 873 (78) 413,128
As at 31 July 2024
Sterling US Dollar Euro Total
£’000 £’000 £’000 £’000
Investments 2,197 306,805 - 309,002
Unrealised derivative assets - 4,866 - 4,866
Cash and cash equivalents 479 7,585 (877) 7,187
Cash collateral receivable from brokers 8,457 7,111 803 16,371
Unrealised derivative liabilities - (2,535) (713) (3,248)
Other net liabilities (79) - - (79)
11,054 323,832 (787) 334,099
The Company constantly monitors currency rate risk to ensure balances,
wherever possible, are translated at rates favourable to the Company.
Credit and counterparty risk
Credit risk is the risk of financial loss to the Company if the contractual
party to a financial instrument fails to meet its contractual obligations.
The maximum exposure to credit risk as at 31 July 2025 was £45,204,000 (2024:
£28,843,000). The calculation is based on the Company’s credit risk
exposure as at 31 July 2024 and this may not be representative for the whole
year.
The Company’s quoted investments are held on its behalf by the Prime
Brokers. Bankruptcy or insolvency of the Prime Brokers may cause the
Company’s rights with respect to securities held by the Prime Brokers to be
delayed. The Manager and the Board monitor the Company’s risk and exposures.
As at 31 July 2025, a broker held $7,490,000 of their own assets in collateral
related to open equity swaps executed by the Company. This collateral is not
recognised as an asset in the Company’s balance sheet.
The risk is managed as follows:
Where the Manager makes an investment in a bond, corporate or otherwise, the
credit worthiness of the issuer is taken into account so as to minimise the
risk to the Company of default (past due more than 90 days of any material
credit obligations). The credit standing and other associated risks are
reviewed by the Manager.
Investment transactions are carried out with a number of brokers where
creditworthiness is reviewed by the Manager.
Cash is only held at banks that have been identified by the Board as reputable
and of high credit quality. The Manager reviews these on a continual basis
with regular updates to the Board.
Capital management policies
The structure of the Company’s capital is noted in the Statement of Changes
in Equity and managed in accordance with the investment objective and policy
set out in the Strategic Report.
The Company’s capital management objectives are to maximise the return to
Shareholders while maintaining a capital base to allow the Company to operate
effectively and meet obligations as they fall due.
The Board, with the assistance of the Manager, monitors and reviews the
capital on an ongoing basis.
The Company is subject to externally imposed capital requirements:
* as a public company, the Company is required to have a minimum Share capital
of £50,000; and
* in accordance with the provisions of Sections 832 and 833 of the Companies
Act 2006, the Company, as an investment company: * is only able to make a
dividend distribution to the extent that the assets of the Company are equal
to at least one and a half times its liabilities after the dividend payment
has been made; and
* is required to make a dividend distribution each year such that it does not
retain more than 15% of the income that it derives from shares and securities.
These requirements are unchanged since last year and the Company has complied
with them at all times.
A sensitivity analysis has not been prepared for interest risk, as the Company
is not materially exposed to interest rates.
17. Related party transactions
MLCM, a company controlled by Mr Mark Sheppard, is the Manager and AIFM of the
Company. Mr Sheppard is also a director of MMIC, which is the controlling
Shareholder of the Company.
The Manager receives a monthly management fee for these services which in the
year under review amounted to a total of £2,447,000 (2024: £1,458,000)
excluding VAT. The balance owing to the Manager as at 31 July 2025 was
£251,000 (2024: £218,000).
Details relating to the Directors’ emoluments are found in the Directors’
Remuneration Report on page 50 of the full Annual Report.
18. Ultimate control
The ultimate controlling Shareholder throughout the year and the previous year
was MMIC, a company incorporated in the UK and registered in England and
Wales. This company was controlled throughout the year and the previous year
by Mr Mark Sheppard and his immediate family.
19. Post Statement of Financial Position events
There are no post balance sheet events to report.
GLOSSARY
Alternative Performance Measure (‘APM’)
An APM is a numerical measure of the Company’s current, historical or future
financial performance, financial position or cash flows, other than a
financial measure defined or specified in the applicable financial framework.
In selecting these Alternative Performance Measures, the Directors considered
the key objectives and expectations of typical investors in an investment
trust such as the Company.
Company
References to the Company refer to Manchester and London Investment Trust
Public Limited Company.
Delta
Delta measures the degree to which an option is exposed to shifts in the price
of the underlying asset (i.e. stock) or commodity (i.e. futures contract).
Values range from 1.0 to –1.0 (or 100 to –100, depending on the convention
employed). See website link for further details: https://mlcapman.com/faq/
Delta Adjusted Exposure
Delta times the underlying security’s notional exposure for options. For all
other instruments, the notional exposure of the security. At the sector and
portfolio levels, this is the sum of the individual security delta adjusted
exposures. See website link for further details: https://mlcapman.com/faq/
Discount/premium
If the Share price is lower than the NAV per Share it is said to be trading at
a discount. The size of the discount is calculated by subtracting the Share
price from the NAV per Share and is usually expressed as a percentage of the
NAV per Share. If the Share price is higher than the NAV per Share, this
situation is called a premium.
Gearing
Gearing refers to the level of the Company’s debt to its equity capital. The
Company may borrow money to invest in additional investments for its
portfolio. If the Company’s assets grow, the Shareholders’ assets grow
proportionately more because the debt remains the same. But if the value of
the Company’s assets falls, the situation is reversed. Gearing can therefore
enhance performance in rising markets but can adversely impact performance in
falling markets.
Gearing represents borrowings at par less cash and cash equivalents (including
any outstanding trade or foreign exchange settlements) expressed as a
percentage of Shareholders’ funds.
Potential gearing is the Company’s borrowings expressed as a percentage of
Shareholders’ funds.
Leverage
Under the AIFMD it is necessary for AIFs to disclose their leverage in
accordance with the prescribed calculations of the Directive. Leverage is
often used as another term for gearing which is included within the Strategic
Report. Under the AIFMD there are two types of leverage that the AIF is
required to set limits for, monitor and periodically disclose to investors.
The two types of leverage calculations defined are the gross and commitment
methods. These methods summarily express leverage as a ratio of the exposure
of debt, non-sterling currency, equity or currency hedging and derivatives
exposure against the net asset value. The difference between the two methods
is that the commitment method nets off derivative instruments and the gross
method aggregates them.
Net asset value (“NAV”)
The NAV is Shareholders’ funds expressed as an amount per individual Share.
Shareholders’ funds are the total value of all the Company’s assets, at a
current market value, having deducted all liabilities and prior charges at
their par value (or at their asset value). The total NAV per Share is
calculated by dividing the NAV by the number of Shares in issue excluding
Treasury Shares.
Prime Broker
Prime brokerage is the bundling of services by investment banks enabling the
Company to borrow securities and cash in order to be able to invest on a
netted basis and achieve an absolute return. The Prime Broker provides custody
and a centralised securities clearing facility for the Company so the
Company’s collateral requirements are netted across all deals handled by the
Prime Broker.
Ongoing charges ratio
As recommended by the AIC, ongoing charges are the Company’s annualised
expenses including (excluding finance costs, variable management fee and
certain non-recurring items) expressed as a percentage of the average monthly
net assets of £2,929,000. The ongoing charges ratio is 0.86%.
Total assets
Total assets include investments, cash, current assets and all other assets.
An asset is an economic resource, being anything tangible or intangible that
can be owned or controlled to produce value and to produce positive economic
value. Assets represent the value of ownership that can be converted into
cash. The total assets less all liabilities will be equivalent to total
Shareholders’ funds.
NAV per Share total return
Total return statistics enable the investor to make performance comparisons
between investment trusts with different dividend policies. The total return
measures the combined effect of any dividends paid, together with the rise or
fall in the Share price or NAV. This is calculated by the movement in the NAV
or Share price plus dividend income reinvested by the Company at the
prevailing NAV or Share price.
NAV Total Return Page** 31 July 2025 31 July 2024
Closing NAV per Share (p) 3 1077.29 831.24
Total dividends paid in the year ended 31 July 2025 (2024) (p) 21.00 21.000
Adjusted closing NAV (p) 1098.29 852.24 a
Opening NAV per Share (p) 3 831.24 550.79 b
NAV total return unadjusted (c=((a-b)/b)) (%) 32.13 54.73 c
NAV total return adjusted (%)* 3/4 33.60 55.44
*Based on NAV price movements and dividends reinvested at the relevant cum
dividend NAV value during the period. Where the dividend is invested and the
NAV value falls this will further reduce the return or, if it rises, any
increase will be greater. The source is Bloomberg who have calculated the
return on an industry comparative basis.
**Page numbers refer to the full Annual Report.
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Manchester and
London Investment Trust plc will be held on Wednesday 5 November 2025 at 12.00
noon. Please note that the Annual General Meeting will be held virtually.
The notice of this meeting will also be available at
www.mlcapman.com/manchester-london-investment-trust-plc.
NOTICE OF ANNUAL GENERAL MEETING
Letter from the Chairman
Dear Shareholder,
Notice of the Annual General Meeting
I am pleased to advise that the fifty-third Annual General Meeting (“AGM”)
of the Company will be held by means of an Electronic Facility on Wednesday, 5
November 2025 at 12.00 noon.
Meeting and Voting Arrangements
The Company understands and respects the importance of the AGM to shareholders
and the Company will offer shareholders the option to ask questions in advance
of the meeting. The 2025 AGM will be a fully virtual meeting by means of an
electronic facility and Shareholders are invited to participate in the AGM
electronically via Microsoft Teams. Further details are set out below. Please
contact the Manager who will provide further information. Shareholders are
asked to exercise their votes by submitting their proxy electronically in
advance of the meeting and to appoint the Chairman of the meeting as their
proxy with their voting instructions. Further details of how you can vote are
set out below.
Business of the Meeting
The formal Notice of the AGM, which follows this letter, sets out the business
to be considered at the meeting. Shareholders are being asked to vote on
various items of business, being: the receipt and acceptance of the Annual
Report and the Financial Statements for the year ended 31 July 2025; the
approval of the Directors’ Remuneration Report, the approval of the
Remuneration Policy; the approval of the final ordinary dividend; the
re-election of Directors; the re-appointment of Deloitte LLP as Auditor; the
authorisation of the Directors to determine the remuneration of the Auditor;
the authorisation of the Directors to offer scrip dividends; the authorisation
of the Directors to allot Ordinary Shares and disapply statutory pre-emption
rights for certain issues of Ordinary Shares; the authorisation of the Company
to make market purchases of Ordinary Shares; the authorisation for the sale of
Treasury Shares at a discount to Net Asset Value (”NAV”); and the holding
of general meetings (other than annual general meetings) on not less than 14
clear days’ notice.
Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions
13 to 16 will be proposed as special resolutions.
RESOLUTION 1 – Annual Report and Financial Statements for the year ended 31
July 2025
The Directors are required to present to the meeting the Company’s Strategic
Report, Directors’ Report, Auditor’s Report and the audited financial
statements for the financial year ended 31 July 2025 (the “Annual Report and
Financial Statements”). These are contained in the Annual Report of the
Company for such period.
RESOLUTION 2 – Directors’ Remuneration Report
The Directors’ Remuneration Report for the year ended 31 July 2025 is set
out on pages 50 to 53 of the full Annual Report and Financial Statements. In
accordance with Companies Act 2006 (the “Act”), this vote to approve the
Remuneration Report is advisory only and the Directors’ entitlement to
receive remuneration is not conditional on it. The resolution and vote are a
means of providing Shareholder feedback to the Board.
RESOLUTION 3 – Directors’ Remuneration Policy
The Directors’ Remuneration Policy is set out on page 54 of the full Annual
Report and Accounts. The Policy is unchanged since it was presented at the AGM
of the Company held on 6 November 2024. This resolution is binding in nature
and, if approved, will take effect from the conclusion of the AGM. Renewal of
the policy is required to be sought at intervals of at least three years, or
earlier if there are any changes to the Policy, and the Policy will next be
submitted to Shareholders for approval no later than the 2028 AGM.
Notwithstanding this, the Board wishes to put the Policy to Shareholders for
approval annually.
RESOLUTION 4 – Final and Special Dividend
The final ordinary dividend for the year ended 31 July 2025, as recommended by
the Directors, is 7.00 pence per Share and the special dividend, as
recommended by the Directors, is also 7.00 pence per Share. If approved by
Shareholders at the forthcoming AGM, these final and special dividends will be
paid on 7 November 2025 to Shareholders on the register at the close of
business on 3 October 2025. The ex-dividend date will be 2 October 2025.
RESOLUTIONS 5 to 8 – Election and Re-election of Directors
In line with the UK Corporate Governance Code (the “UK Code”), the Board
has agreed a policy whereby all Directors will seek annual re-election at the
Company’s AGMs. In line with this policy, Daniel Wright, Brett Miller, Daren
Morris and James Waterlow will stand for re-election.
Mr Wright has no previous relationship with the Company other than his
position as an independent non-executive Director, nor with the controlling
Shareholder of the Company or any associate of the controlling Shareholder of
the Company within the meaning of Listing Rule 10.6.16 R. In addition to being
satisfied that Mr Wright is independent of the controlling Shareholder, the
other Directors have also determined that he satisfies all the other
independence criteria in the UK Code.
Mr Miller is head of compliance, governance and risk oversight, holds the
SMF16 and SMF17 roles under the Senior Managers and Certification Regime and
sits on the risk management committee of M&L Capital Management Limited, the
Company’s Manager. He is therefore not deemed to be independent of the
Manager.
Neither Mr Morris, nor Sir James have previous relationships with the Company
other than their position as independent non-executive Directors, and Mr
Morris as Audit Committee Chair. Sir James and Mr Morris have no connections
with the controlling Shareholder of the Company or any associate of the
controlling Shareholder of the Company within the meaning of Listing Rule
10.6.16 R.
M&M Investment Company Limited, which is controlled by Mark Sheppard who forms
part of the investment management team at M&L Capital Management Limited, is
the controlling Shareholder of the Company (further details can be found on
page 34 of the full Annual Report). The Listing Rules require independent
non-executive directors of Main Market listed companies that have a
controlling shareholder to be re-elected by a majority of the votes cast by
the independent Shareholders of the Company, as well as by a majority of the
votes cast by all the Shareholders. In the case of the Company, ‘independent
Shareholders’ mean all the Shareholders of the Company other than M&M
Investment Company Limited.
Accordingly, the votes cast by the independent Shareholders and by all the
Shareholders for the resolutions for the re-election of Mr Wright, Mr Morris
and Sir James (Resolutions 5, 6, 7 and 8) will be calculated separately. Such
a resolution will be passed only if a majority of the votes cast by the
independent Shareholders are in favour, in addition to a majority of the votes
cast by all the Shareholders being in favour. If the resolution to approve the
re-election of Mr Wright, Mr Morris or Sir James is passed, but separate
approval by the independent Shareholders is not given, the Listing Rules
permit the Director to remain in office pending a further resolution to be
approved by all Shareholders, at a meeting which must be held more than 90
days, but within 120 days, of the first votes.
The Chairman and the Board confirm that, following formal performance
evaluations, the performance of each of the Directors continues to be
effective and demonstrates commitment to the role and having considered the
Directors’ other time commitments and board positions, are satisfied that
each Director has the capacity to be fully engaged with the Company’s
business. The Chairman and the Board therefore believe that it is in the
interests of Shareholders that each of the Directors standing for re-election
and election are elected. Directors’ biographical details can be found in
the full Annual Report on page 32.
RESOLUTIONS 9 and 10 – Re-appointment of Auditor and to authorise the
Directors to determine the Remuneration of the Company’s Auditor
Auditors must be appointed at each general meeting at which the Annual Report
and Financial Statements are presented to Shareholders. An assessment of the
independence and objectivity of Deloitte LLP has been undertaken by the Audit
Committee; it has recommended to the Board that a resolution for the
re-appointment of Deloitte LLP as the Company’s Auditor be put to
Shareholders at the forthcoming AGM. Further details about the performance of
the Auditor can be found on page 49 of the full Annual Report. Resolution 10,
if passed, would authorise the Directors to determine the level of Auditor’s
remuneration.
RESOLUTION 11 – Authority to offer Scrip Dividends
The Directors are proposing to obtain the authority to offer an optional scrip
dividend to Shareholders in future periods. Scrip dividends are subject to
Shareholder approval and Resolution 11 is being proposed at the AGM to obtain
that approval. The authority contained in Resolution 11 is to expire at the
conclusion of the annual general meeting of the Company to be held in 2026.
Unless circumstances change, the Directors would expect to renew this
authority annually at the annual general meetings of the Company. Details of
how any scrip dividend scheme would operate will be released to Shareholders
if such an option is actually offered in the future.
RESOLUTION 12 – Authority to allot Shares
Resolution 12, an ordinary resolution, as set out in the notice of meeting, if
passed, will renew the Directors’ authority to issue up to an aggregate
nominal value of £2,376,537, representing 9,506,147 Ordinary Shares (being
approximately one-quarter of the issued share capital (excluding Treasury
Shares) as at 17 September 2025), in accordance with statutory pre-emption
rights. The authority, if given, will lapse at the conclusion of the next
annual general meeting of the Company after the passing of this resolution
(which must be held no later than 31 January 2027). The authority will be used
where Directors consider it to be in the best interests of Shareholders. The
Directors will only issue new Ordinary Shares at a price at or above the
prevailing net asset value per Ordinary Share.
As at 17 September 2025, 2,503,651 Shares were held in Treasury.
RESOLUTION 13 – Waiver of Pre-emption Rights
Resolution 13, a special resolution, if passed, will renew the Directors’
authority to disapply the statutory pre-emption rights of existing
Shareholders in relation to the issue of Ordinary Shares for cash or the sale
of Ordinary Shares out of Treasury up to an aggregate nominal amount of
£950,615 (being approximately 10% of the issued share capital (excluding
Treasury Shares) as at 17 September 2025). This authority, if given, will
expire at the next annual general meeting, when a resolution for its renewal
will be proposed. The authority will be used where Directors consider it to be
in the best interests of Shareholders. Any Ordinary Shares issued on a
non-pre-emptive basis under this authority will be issued at a price at or
above the prevailing NAV per Ordinary Share. The passing of Resolution 13 is
subject to the passing of Resolution 12.
RESOLUTION 14 – Authority to allot or sell Treasury Shares at a discount to
NAV
Subject to the passing of Resolution 13, Resolution 14 will renew the
Company’s authority to sell Shares from Treasury at a discount to NAV.
Treasury Shares may only be sold at a discount to NAV per Share if that
discount does not exceed the weighted average discount to NAV per Share at
which the Shares were purchased and provided that any Shares sold from
Treasury for cash are sold at higher prices (including expenses) than the
weighted average price at which those Shares were bought into Treasury.
RESOLUTION 15 – Authority to make market purchases of the Company’s own
Shares
At the annual general meeting held on 6 November 2024, the Company was granted
authority to purchase up to 14.99% of the Company’s Ordinary Shares in issue
(excluding Treasury Shares) amounting to 6,015,040 Ordinary Shares. Since
September 2021, the highest price the Company has paid for shares held in
Treasury was 928 pence. The average cost per share of the shares held in
Treasury was 744 pence. As at 31 July 2025, the share price was 930 pence. As
at 17 September 2025, 324,392 Shares have been bought back under this
authority.
Resolution 15, which will be proposed as a special resolution, seeks to renew
the authority granted at last year’s annual general meeting and gives the
Company authority to buy back its own Shares in the market. The authority
limits the number of Ordinary Shares that could be purchased to a maximum of
5,699,885 (representing 14.99% of the issued Ordinary Share capital of the
Company (excluding Treasury Shares) as at the close of business on 17
September). The authority sets out the minimum and maximum prices. This
authority will expire at the conclusion of the next annual general meeting of
the Company.
Whilst the Directors have no present intention of using this authority, the
Directors would use this authority in order to address any imbalance between
the supply and demand for the Ordinary Shares and to manage the discount to
NAV at which the Ordinary Shares trade. When proposing this resolution the
Directors have considered the following: the Company does not capitalize any
operational (non-Equity Swap Finance) costs, the Manager’s fee structure is
viewed as competitive when compared to similarly invested, actively managed,
investment trust companies, and the Directors believe that the discount is a
function of the size of the Company, the liquidity of its shares, and the Ten
Year US Treasury yield.
Any purchases of Shares would be by means of market purchases through the
London Stock Exchange or other available exchanges. Any Shares purchased
pursuant to this authority may either be held as Treasury Shares or cancelled
by the Company, as determined by the Directors at the time of purchase. The
authority will only be used after careful consideration, taking into account
market conditions prevailing at the time, other investment opportunities,
appropriate gearing levels and the overall financial position of the Company.
The Shares held in Treasury had an average book cost of 727 pence, the share
price of the Company at the year end was 930 pence, and hence at the year end
the unrealised profit on the stock held in Treasury is £4,425,000.
RESOLUTION 16 – Notice of General Meetings
Under the Act, the notice period required for all general meetings of a
company is 21 days. Annual general meetings will always be held on at least 21
clear days’ notice but Shareholders can approve a shorter notice period for
other general meetings, provided this is not less than 14 clear days. Such a
notice period provides flexibility and, if approved, will remain effective
until the next annual general meeting of the Company, when it is intended that
a similar resolution will be proposed. The Directors will only call general
meetings on 14 clear days’ notice where they consider it in the best
interests of Shareholders to do so and the relevant matter requires to be
dealt with expediently.
Action to be taken now
Shareholders are permitted to attend the AGM virtually. The Board recognises
that the AGM represents an important forum for Shareholders to ask questions
and virtual annual general meetings allow a methodology for more shareholders
to attend the meeting (up to 1,000) for a lower cost (including travel costs
and carbon footprint) and hence the Board believes virtual meetings are more
inclusive than physical meetings. The Teams platform is a product of Microsoft
Corp., which is the Company’s largest investment holding, so this will be a
great opportunity for Shareholders to get first-hand experience of a Microsoft
product.
You are encouraged to appoint a proxy electronically via the Investor Centre
app or web browser at https://uk.investorcentre.mpms.mufg.com/. Alternatively,
if you hold your shares in CREST, you may appoint a proxy via the CREST
system. Notice of your appointment of a proxy should reach the Company’s
Registrar, MUFG Corporate Markets by 12.00 noon on Monday, 3 November 2025. If
you hold your shares through a nominee service, please contact the nominee
service provider regarding the process for appointing a proxy and encourage
them to vote electronically without delay.
If you would like to attend the AGM virtually, please email (with Subject
Line: Request to Join vAGM) your details to ir@mlcapman.com with proof that
you are a Shareholder or you have a Letter of Authority from the nominee
company that you hold shares with. You will receive a personal email with the
Teams Invite for the meeting.
On the day
You can join via Teams in the 15 minutes before the AGM from any device,
whether or not you have a Teams account. If you don’t have an account,
follow these steps to join as a guest.
1. Go to the meeting invite and select Join Microsoft Teams Meeting.
2. That will open a web page, where you will see two choices: Download the
Windows app and Join on the web instead. If you join on the web, you can use
either Microsoft Edge or Google Chrome. Your browser may ask if it is okay for
Teams to use your mic and camera. Be sure to allow it so you will be seen and
heard at the AGM.
3. Enter your name and choose your audio and video settings. If the meeting
room (or another device that is connected to the meeting) is nearby, choose
Audio off to avoid disrupting. Select Phone audio if you want to listen to the
meeting on your mobile phone.
4. When you are ready, hit Join now.
5. This will bring you into the meeting lobby. Teams then notifies the Manager
that you are there, and then you can be admitted.
If you have a family member who is already a subscriber to Teams why not have
a practice run with your own family meeting with them?
How will the virtual AGM work?
When the AGM opens at the appointed time, you will be able to see and hear the
Chairman. The Chairman will open the AGM and address all questions that have
been submitted in advance. There will be a short opportunity to ask any
further questions. Then the Chairman will ask if anyone wishes to vote using
the Poll Card (please do not elect to do so if you have already voted by Proxy
and do not wish to change your vote). If anyone does wish to vote by Poll
Card, the process of how and when to vote using a Poll Card will be explained
and Poll Card votes will be accepted throughout the AGM and the following 30
minutes after the AGM.
The Chairman will then formally put each resolution to the AGM and advise of
the proxy votes already received in advance.
The Manager will then say a few words about the Portfolio and the Financial
markets. A further opportunity will then be provided to ask the Manager
questions.
The AGM will then formally close.
The results of the AGM will be announced by an RNS and posted to the
Company’s website:
https://mlcapman.com/manchester-london-investment-trust-plc/
How to vote, speak and ask a question at the virtual AGM
There will be an opportunity to download, complete, sign and submit poll cards
at the Virtual meeting but the Board encourages Shareholders to vote
electronically and to appoint the Chairman of the meeting as their proxy with
their voting instructions. You will find instructions in the notes to the
notice to enable you to vote electronically via www.signalshares.com and how
to register to do so. All valid proxy votes will be included in the voting.
The ability to vote by Poll Card will close 30 minutes after the close of the
AGM.
Shareholders are also invited to ask questions at the AGM. The Board invites
Shareholders to submit any questions they may have for the virtual AGM by
email (with Subject Line: Question for vAGM) to ir@mlcapman.com. The Manager
will endeavor to answer your question or get an answer to your question and
provide that to you personally before the AGM but the Chairman will also post
your question at the AGM, identify you as the person who formed the question
and any reply provided to you. If you do have a specific question whilst the
AGM is in progress then use the “Raise Hand” function in the
“Reactions” menu on the Teams Meeting platform or by typing the question
through the Chat function on the Teams platform. You will be kept on mute by
the AGM host until you are invited to speak/ask your question(s).
Recommendation
The Board considers all the resolutions to be proposed at the AGM to be in the
best interests of Shareholders and the Company as a whole. Accordingly, the
Directors unanimously recommend that all Shareholders vote in favour of the
resolutions, as they intend to do in respect of their own shareholdings.
Keeping in touch
If you have not already done so we suggest you provide your email to the
Registrars investor relations site by logging on to www.signalshares.com AND
providing your email to the Manager at ir@mlcapman.com if you wish to receive
the Fund Factsheet monthly.
Yours faithfully,
Daniel Wright
Chairman
24 September 2025
NOTICE OF THE ANNUAL GENERAL MEETING 2025
Notice is hereby given that the Annual General Meeting (the “AGM”) of
Manchester and London Investment Trust plc (the “Company”) will be held
virtually on Wednesday, 5 November 2025 at 12.00 noon.
Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions,
which means that for each of these to be passed, more than 50% of the votes
cast must be in favour of the resolution. Resolutions 13 to 16 will be
proposed as special resolutions, meaning that for each of these to be passed,
at least 75% of the votes cast must be in favour.
Each of the resolutions to be considered at the AGM will be voted on by way of
a poll. This ensures that, if shareholders are unable to attend the AGM but
have appointed proxies, their votes are taken into account. The results of the
polls will be announced to the London Stock Exchange and published on the
Company’s website as soon as possible after the conclusion of the AGM.
Business of the Meeting
Ordinary Resolutions
1. To receive and accept the Company’s Annual Report and Financial
Statements for the year ended 31 July 2025.
2. To receive and approve the Directors’ Remuneration Report for the year
ended 31 July 2025.
3. To approve the Directors’ Remuneration Policy.
4. To declare a final ordinary dividend of 7.00 pence per Ordinary Share and a
special dividend of 7.00 pence per Ordinary Share for the year ended 31 July
2025.
5. To re-elect Daniel Wright as a Director.
6. To re-elect Brett Miller as a Director.
7. To re-elect Daren Morris as a Director.
8. To re-elect James Waterlow as a Director.
9. To re-appoint Deloitte LLP as Auditor of the Company to hold office from
the conclusion of this meeting until the conclusion of the next annual general
meeting of the Company at which the Annual Report and Financial Statements are
laid.
10. To authorise the Directors to determine the Auditor’s remuneration.
11. THAT, the Directors of the Company be and are hereby authorised to offer
holders of the Ordinary Shares of 25 pence each in the capital of the Company
(“Ordinary Shares”) the right to elect to receive newly issued Ordinary
Shares, which are credited as fully paid up, instead of cash in respect of the
whole (or part at the Directors’ discretion) of any dividend declared from
time to time in respect of which the Directors determine that such election
should apply, such authority to expire at the conclusion of the annual general
meeting of the Company to be held in 2026.
12. THAT, the Directors of the Company be and are hereby generally and
unconditionally authorised, in addition to any existing authorities, pursuant
to and in accordance with Section 551 of the Companies Act 2006 (the
“Act”) to exercise all the powers of the Company to allot Ordinary Shares
of 25 pence each in the capital of the Company (“Ordinary Shares”), up to
an aggregate nominal amount of £2,376,537, representing 9,506,147 Ordinary
Shares (being approximately one-quarter of the issued share capital (excluding
Treasury Shares) as at 17 September 2025), such authority to expire at the
next annual general meeting of the Company after the passing of this
resolution (unless previously revoked or varied by the Company in a general
meeting), save that the Company may, at any time prior to the expiry of such
authority, make an offer or enter into an agreement which would or might
require Ordinary Shares to be allotted and the Directors may allot Ordinary
Shares in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired.
Special Resolutions
13. THAT, subject to the passing of Resolution 12 above, in addition to any
existing authorities, the Directors be and are hereby empowered, pursuant to
Sections 570 to 573 of the Act to allot Ordinary Shares for cash and to sell
Ordinary Shares from Treasury for cash pursuant to the authority referred to
in Resolution 12 above as if Section 561 of the Act did not apply to any such
allotment or sale provided that this authority: (i) shall be limited to the
allotment of Ordinary Shares and the sale of Ordinary Shares from Treasury for
cash up to an aggregate nominal amount of £950,615 (representing
approximately 10% of the issued Share capital (excluding Treasury Shares) of
the Company as at 17 September 2025); and (ii) shall expire at the conclusion
of the next annual general meeting of the Company after the passing of this
resolution (unless previously revoked or varied by the Company in general
meeting), save that the Company may, at any time prior to the expiry of such
power, make an offer or enter into an agreement which would or might require
Ordinary Shares to be allotted or sold from Treasury after the expiry of such
power, and the Directors may allot Ordinary Shares or sell Ordinary Shares
from Treasury in pursuance of such an offer or agreement as if such power had
not expired.
14. THAT, subject to the passing of Resolution 13, to generally and
unconditionally authorise and empower the Directors in compliance with the
Listing Rules to sell, transfer and allot Shares held by the Company in
Treasury (whether or not those Shares are held in Treasury at the date this
Resolution is passed or repurchased pursuant to the authority sought under
Resolution 15 below) for cash and that such Shares may be allotted or sold or
transferred for a price which represents a discount to the most recently
published NAV per Share as at the date of such allotment or sale provided that
such discount does not exceed the weighted average discount to NAV per Share
at which the Shares were purchased and provided that any Shares sold from
Treasury for cash are sold at higher prices (including expenses) than the
weighted average price at which those Shares were bought into Treasury. The
authority hereby granted shall require renewal from Shareholders and expire at
the conclusion of the next annual general meeting of the Company after the
passing of this Resolution, save that the Company may before such expiry enter
into offers or agreements which would or might require Shares held in Treasury
to be sold or allotted after such expiry and the Company may sell or allot
Shares pursuant to any such offer or agreement as if the authority hereby
granted had not expired.
15. THAT, in substitution of all existing authorities, to unconditionally and
generally authorise the Company, pursuant to section 701 of the Act, to make
one or more market purchases (within the meaning of section 693 of the Act) of
any of its own Ordinary Shares of 25 pence provided that:
a. the maximum number of Ordinary Shares hereby authorised to be so purchased
shall be 5,699,885 (or, if less, 14.99% of the number of Ordinary Shares in
issue (excluding Treasury Shares) immediately following the passing of this
Resolution);
b. the minimum price, exclusive of expenses, which may be paid for such Shares
shall be 25 pence each;
c. the maximum price, exclusive of expenses, which may be paid for a Share
contracted to be purchased on any day shall be an amount not more than the
highest of (i) 105% of the average of the Last Price per Bloomberg (or the
closing price of the London Stock Exchange Daily Official List) of the
Company’s Ordinary Shares for the five business days immediately preceding
the day on which such Share is contracted to be purchased and (ii) the higher
of the price of the last independent trade, and the highest current
independent bid price for a share of the Company on the trading venues where
the market purchases by the Company pursuant to the authority conferred by
this Resolution 14 will be carried out;
d. the authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company, unless previously renewed, varied or
revoked by the Company in a general meeting; and
e. the Company may make a contract or contracts to purchase its own shares
under the authority hereby conferred prior to the expiry of such authority
which will or might be executed wholly or partly after the expiration of such
authority and may make a purchase of its own Shares in pursuance of any such
contract(s).
16. THAT, a general meeting, other than an annual general meeting, may be
called on not less than 14 clear days’ notice.
By order of the Board
Daniel Wright
Chairman
24 September 2025
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
1. To be entitled to vote at the Meeting (and for the purpose of the
determination by the Company of the number of votes they may cast),
Shareholders must be registered in the Register of Members of the Company at
close of trading on Monday, 3 November 2025. Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the Meeting.
2. Shareholders are entitled to appoint another person as a proxy to exercise
all or part of their rights to attend and to speak and vote on their behalf at
the Meeting. A Shareholder may appoint more than one proxy in relation to the
Meeting provided that each proxy is appointed to exercise the rights attached
to a different Ordinary Share or Ordinary Shares held by that Shareholder. A
proxy need not be a Shareholder of the Company however the Board recommends
that you only appoint the Chairman of the meeting as your proxy.
3. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s Register of Members in
respect of the joint holding (the first named being the most senior).
4. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If no
voting indication is given, your proxy will vote or abstain from voting at his
or her discretion. Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before the Meeting.
5. You can vote either:
a) Electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ and following the instructions.
b) You may request a hard copy form of proxy directly from the
registrars, MUFG Corporate Markets via email to
shareholderenquiries@cm.mpms.mufg.com or by calling 0371 664 0300. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding
public holidays in England and Wales.
c) In the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be
completed. In each case
the form of proxy must be received by MUFG Corporate Markets at PXS 1, Central
Square,
29 Wellington Street, Leeds LS1 4DL by 12.00 noon on Monday, 3 November 2025.
6. If you return more than one proxy appointment, either by paper or
electronic communication, the appointment received last by the Registrar
before the latest time for the receipt of proxies will take precedence. You
are advised to read the terms and conditions of use carefully. Electronic
communication facilities are open to all Shareholders.
7. The return of a completed form of proxy, electronic filing or any CREST
Proxy Instruction (as described in note 11 below) will in itself not prevent a
Shareholder from attending the virtual Meeting and voting in person if he/she
wishes to do so.
8. Shareholders can vote electronically via the Investor Centre, a free app
for smartphone and tablet provided by MUFG Corporate Markets (the company’s
registrar). It allows you to securely manage and monitor your shareholdings in
real time, take part in online voting, keep your details up to date, access a
range of information including payment history and much more. The app is
available to download on both the Apple App Store and Google Play.
Alternatively, you may access the Investor Centre via a web browser at:
https://uk.investorcentre.mpms.mufg.com/.
9. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the Meeting (and any
adjournment of the Meeting) by using the procedures described in the CREST
Manual (available from www.euroclear.com. CREST Personal Members or other
CREST sponsored members, and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
10. In order for a proxy appointment or instruction made by means of CREST to
be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must
be properly authenticated in accordance with Euroclear UK & International
Limited’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer’s agent (ID RA10) by 12.00
noon on Monday, 3 November 2025. For this purpose, the time of receipt will be
taken to mean the time (as determined by the timestamp applied to the message
by the CREST application host) from which the issuer’s agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK & International Limited does
not make available special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member,
or sponsored member, or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat
as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Any corporation which is a Shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
Shareholder provided that no more than one corporate representative exercises
powers in relation to the same shares. So if your shares are held in Nominee
you will need the Nominee to appoint you as a corporate representative and
they will need to provide us a letter setting out the details of your
appointment AND of your shareholding. If we do not have such a letter, or the
Registrar has not been provided such a letter, or your letter is not complete
then you will be denied access to the meeting.
13. As at 17 September 2025 (being the latest practicable business day prior
to the publication of this Notice), the Company’s ordinary issued share
capital consists of 40,528,238 Ordinary Shares, carrying one vote each. As at
17 September 2025, 2,503,651 Shares are held in treasury. Therefore, the total
voting rights in the Company as at 17 September 2025 are 38,024,587.
14. Under Section 527 of the Companies Act 2006, Shareholders meeting the
threshold requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any matter relating
to: (i) the audit of the Company’s financial statements (including the
Auditor’s Report and the conduct of the audit) that are to be laid before
the Meeting; or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting at which annual
financial statements and reports were laid in accordance with Section 437 of
the Companies Act 2006 (in each case) that the Shareholders propose to raise
at the relevant meeting. The Company may not require the Shareholders
requesting any such website publication to pay its expenses in complying with
Sections 527 or 528 of the Companies Act 2006. Where the Company is required
to place a statement on a website under Section 527 of the Companies Act 2006,
it must forward the statement to the Company’s auditor not later than the
time when it makes the statement available on the website. The business which
may be dealt with at the Meeting for the relevant financial year includes any
statement that the Company has been required under Section 527 of the
Companies Act 2006 to publish on a website.
15. Any Shareholder have the right to attend the Meeting has the right to ask
questions. The Company must cause to be answered any such question relating to
the business being dealt with at the Meeting but no such answer need be given
if: (a) to do so would interfere unduly with the preparation for the Meeting
or involve the disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer to a question; or (c)
it is undesirable in the interests of the Company or the good order of the
Meeting that the question be answered. Should you have any questions regarding
the business of the meeting, please email the Board or Manager on
ir@mlcapman.com.
15. Copies of the Directors’ letters of appointment or service contracts are
available for inspection on the Company’s website and during normal business
hours at the registered office of the Company on any business day from the
date of this Notice until the conclusion of the Meeting.
16. A person to whom this notice is sent who is a person nominated under
Section 146 of the Companies Act 2006 to enjoy information rights (a
“Nominated Person”) may, under an agreement between him/her and the
Shareholder by whom he/she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the AGM. If a Nominated Person has
no such proxy appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the Shareholder
as to the exercise of voting rights.
The statements of the rights of members in relation to the appointment of
proxies in note 2 above do not apply to a Nominated Person. The rights
described in this note can only be exercised by registered members of the
Company.
17. You may not use any electronic address (within the meaning of Section
333(4) of the Companies Act 2006) provided in either this Notice or any
related documents (including the form of proxy) to communicate with the
Company for any purposes other than those expressly stated.
18. A copy of this Notice, and other information required by Section 311A of
the Companies Act 2006, can be found on the Company’s website at
www.mlcapman.com/manchester-london- investment-trust-plc.
APPENDIX 1 – Biographies of the Directors
Daniel Wright
Mr Wright was appointed to the Board on 29 October 2018, so he has served on
the Board as an independent non-executive director for six years. Mr Wright
was appointed as Chairman of the Board on 26 November 2021.
Principal External Appointments:
Director of SolasCure Limited.
Non-Executive Chairman of Uinsure Group Holdings.
Mr Wright was previously the founding partner, chief operating officer and
head of portfolio at NorthEdge Capital, executive chairman of Accrol Group
Holdings Plc and Chairman of Vision Support Services Group Limited, a private
company that he founded and grew to become Europe’s leading distributor of
textiles to the hospitality sector.
He has also held previous roles at Science in Sport Plc, Cable Partners LLC,
Deutsche Morgan Grenfell Private Equity and The Royal Bank of Scotland.
Bio
Mr Wright graduated from the University of Cambridge and qualified as a
chartered accountant with Arthur Andersen in 1996.
What we value: Experienced Chairman with deep understanding of how companies
work, Accounting knowledge, Interest in International affairs and
geo-politics. Dan has an interest in 192,303 (129,534 of which held by PCAs)
shares in the company.
Daren Morris
Mr Morris was appointed to the Board of the Company and as Chairman of the
Audit Committee on 10 December 2021. He is also the Company’s Senior
Independent Director.
Principal External Appointments:
Previously CFO and interim CEO of Big Technologies PLC, a company listed on
AIM and active in the provision of advanced technology for the electronic
monitoring of individuals. Previously CFO of Volex PLC from 2015 to 2020.
Spent the first 18 years of his career in investment banking and accountancy
and was a Managing Director at both UBS Investment Bank and Morgan Stanley. Mr
Morris’s other public company board experience includes Big Technologies
plc, Volex plc, Easynet plc and Nexen Tech Corporation.
Bio
Mr Morris is a qualified chartered accountant (ICAEW ACA 1997) and graduated
in Physics from Trinity College, Oxford.
What we value: Mr Morris has done an excellent job as Chairman of the Audit
Committee. He has a highly impressive CV of public company and City
experience. He has an interest in 42,925 shares in the company.
Brett Miller
Mr Miller was appointed to the Board on 30 August 2013, so he has served on
the Board for 12 years.
Mr Miller is not a member of the Audit Committee.
Principal External Appointments:
Director of Ecofin US Renewables Infrastructure Trust plc.
Director of SLF Realisation Fund Limited.
Director of Achilles Investment Company Limited.
Bio
Mr Miller graduated from the University of the Witwatersrand (South Africa)
with a Bachelors degree majoring in law and economics and additionally holds a
law degree from the London School of Economics. He qualified as a solicitor
and practised until 1997. Mr Miller is head of compliance, governance and risk
oversight, holds the SMF16 and SMF17 roles under the Senior Managers and
Certification Regime and also sits on the risk management committee of MLCM,
the Company’s Manager.
What we value: Long service with deep knowledge of the last decade of the
Company’s history, Legal knowledge, Extensive public company knowledge. Mr
Miller has an interest of 1,734 shares in the company.
Sir James Waterlow
Sir James Waterlow was appointed to the Board on 17 August 2020. Sir James
Waterlow is a member of the Audit Committee.
Bio
Specialised in investment trusts for thirty years, for the past sixteen as a
partner on the Investment Funds team at Singer Capital Markets. During his
career he has advised approximately 30 investment trust boards and worked on a
significant number of transactions, raising over £5 billion for new and
existing funds.
Sir James graduated from the University of Exeter.
What we value: Very useful understanding of the Investment Trust Company
sector as it develops in context to both regulatory and market events.
Extensive contacts with Investors in Investment Funds. Sir James has an
interest in 15,000 shares in the company.
The Directors are shareholders like you. They are hardworking and dedicated
and we ask you for your support in their re-appointment.
APPENDIX 2 – Technical help for the Virtual AGM
1. Now: Email ir@mlcapman.com requesting a Microsoft Teams Meeting invite.
Subject Line: Request to Join vAGM
2. Now: Please vote for the resolutions:
* Electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ and following the instructions;
* You may request a hard copy form of proxy directly from the registrars, MUFG
Corporate Markets on Tel: 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
09:00 – 17:30, Monday to Friday excluding public holidays in England and
Wales.
* In the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out below.
* In order for a proxy appointment to be valid a form of proxy must be
completed. In each case the form of proxy must be received by MUFG Corporate
Markets at Central Square, 29 Wellington Street, Leeds LS1 4DL by 12.00 noon
on Monday, 3 November 2025
1. Now: Please email your questions to ir@mlcapman.com. Subject
Line: Question for vAGM.
2. On the day: Please vote Go to the meeting
invite and select Join Microsoft Teams Meeting.
* That will open a web page, where you will see two choices: Download the
Windows app and Join on the web instead. If you join on the web, you can use
either Microsoft Edge or Google Chrome. Your browser may ask if it’s okay
for Teams to use your mic and camera. Be sure to allow it so you’ll be seen
and heard in your meeting.
* Enter your name and choose your audio and video settings. If the meeting
room (or another device that’s connected to the meeting) is nearby, choose
Audio off to avoid disrupting. Select Phone audio if you want to listen to the
meeting on your mobile phone.
* When you’re ready, hit Join now.
* This will bring you into the meeting lobby. Teams then notifies the Manager
that you’re there, and then you can be admitted.
1. At the Virtual AGM: If you want to vote by Poll Card at the meeting (and
you have not voted by Proxy before OR you have voted by Proxy before but wish
to change your vote) then please now download (they will be posted on the Team
platform), complete, sign and submit by email to ir@mlcapman or via the
“Chat” function on Teams your completed poll cards at the Virtual meeting
2. At the Virtual AGM: If you do have a specific question whilst the AGM is in
progress then use the “Raise Hand” function in the “Reactions” menu on
the Teams Meeting platform or by typing the question through the Chat function
on the Teams platform.
NATIONAL STORAGE MECHANISM
A copy of the Annual Report and Financial Statements including the Notice of
Annual General Meeting will be submitted shortly to the National Storage
Mechanism (“NSM”) and will be available for inspection at the NSM, which
is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
LEI: 213800HMBZXULR2EEO10
ENDS
Neither the contents of the Company’s website nor the contents of any
website accessible from hyperlinks on this announcement (or any other website)
is incorporated into, or forms part of, this announcement.
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