REG - Schiehallion Fund Schiehallion - MNTN - Annual Financial Report
09/04/2025 15:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250409:nRSI3658Ea&default-theme=true
RNS Number : 3658E Schiehallion Fund Limited (The) 09 April 2025
The Schiehallion Fund Limited
Legal Entity Identifier: 213800NQOLJA1JCWXQ56
Regulated Information Classification: Annual Financial and Audit Reports
Annual Report and Financial Statements
Further to the preliminary statement of audited annual results announced to
the Stock Exchange on 26 March 2025, The Schiehallion Fund Limited
("Schiehallion" or "the Company") announces that the Company's Annual Report
and Financial Statements for the year ended 31 January 2025, including the
Notice of Annual General Meeting, has today been posted to shareholders and
submitted electronically to the National Storage Mechanism where it will
shortly be available for inspection at
data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
It is also available on the Schiehallion page of the Baillie Gifford website
at: schiehallionfund.com (http://www.schiehallionfund.com/) (as is the
preliminary statement of audited annual results announced by the Company on 26
March 2025).
Proposed Amendment to Articles of Incorporation
A special resolution is being proposed at the AGM, Resolution 10, which seeks
shareholder approval for the
adoption of new Articles of Incorporation (the 'New Articles'). The proposed
amendment being introduced in the New Articles relates to an amendment of
article 122(5) of the existing Articles of Incorporation so as to allow the
Directors (acting in their entire discretion) to determine the location of
board meetings rather than, as is currently the case, the location of the
meeting being deemed to take place from where the Chairperson participates at
the start of the meeting.
A copy of the existing Articles and the proposed amended Articles are
available on the Company page of the Baillie Gifford website at:
schiehallionfund.com
(https://www.bailliegifford.com/en/uk/institutional-investor/funds/schiehallion-fund/)
The Company's Annual General Meeting (AGM) is being convened at 11.15am on
Thursday, 22 May 2025, at the offices of Alter Domus (Guernsey) Limited, North
Suite First Floor, Regency Court Glategny Esplanade, St Peter Port, Guernsey,
Channel Islands GY1 1WW.
The Board encourages all shareholders to submit proxy voting forms, appointing
the chairperson of the AGM, as soon as possible and, in any event, by no later
than 11.15am on 20 May 2025.
We would encourage shareholders to monitor the Company's website at
schiehallionfund.com
(https://www.bailliegifford.com/en/uk/institutional-investor/funds/schiehallion-fund/)
. Should shareholders have questions for the Board or the Investment Manager
or any queries as to how to vote, they are welcome as always to submit them by
email to
adgg-aafa-f@alterdomus.com (mailto:adgg-aafa-f@alterdomus.com) or call Alter
Domus (Guernsey) Limited on +44 (0) 1481 742 250.
Alter Domus (Guernsey) Limited may record your call.
If you or, if appointed, your proxy wish to attend the Annual General Meeting
electronically you, or your proxy, will have the same right to attend, be
counted in the quorum, participate in the business of the Annual General
Meeting, speak and vote as if you, or your proxy, had attended the meeting in
person. Details of how to attend the Annual General Meeting electronically can
be obtained from Alter Domus (Guernsey) Limited on the contact details
provided above.
Responsibility Statement of the Directors in respect of the Annual Report and
Financial Statements
The Schiehallion Fund Limited Directors confirm that, to the best of their
knowledge:
¾ the Financial Statements set out in the Annual Report and Financial
Statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company; and
¾ the Strategic Report set out in the Annual Report and Financial
Statements includes a fair review of the development and performance of the
business and the position of the issuer, together with a description of the
principal risks and uncertainties they face.
The Directors consider the Annual Report and Financial Statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
Principal and emerging risks relating to the Company
As explained on pages 41 to 45 of the Annual Report and Financial Statements,
there is a process for identifying, evaluating and managing the risks,
including emerging risks, faced by the Company on a regular basis. The
Directors have carried out a robust assessment of the principal and emerging
risks facing the Company, including those that would threaten its business
model, future performance, solvency or liquidity. A description of these risks
and how they are being managed or mitigated is set out in the table below.
What is the risk? How is it managed? Current assessment of risk
Investment and strategic risk
Liquidity of investments By diversification of the portfolio, in accordance with the Company's Risk Level: Moderate
investment limits and risk diversification policies.
The Company's investments are predominantly in private investee companies or
companies which have recently completed an IPO. Such investments may not be
liquid or may have restrictions on sale or transfer of shares. This may limit Stable: The Company has not seen any significant impact on underlying
the Company's ability to realise investments at short notice or at all. liquidity of investments, however, the economic climate, in a continuation of
trends observed in the previous year, has continued to depress IPO activity.
Market, economic, political and The Board assesses this risk by considering, at each meeting, metrics which Risk Level: High
have contributed to performance as well as discussion with the portfolio
environmental risks managers on specific conditions which the underlying investee companies face.
This risk is also managed by the Company's investment diversification policy.
From time to time a large proportion of the total value of the Company's Increasing: This risk is considered to be increasing as governments and
portfolio could be concentrated in a limited number of investee companies, consumers around the world continue to assess the impact of heightened
which could be adversely affected by an unexpected change in their markets, by geopolitical tensions and conflicts as well as challenging macroeconomic
governmental intervention or by a reputational issue. This could have a conditions.
material impact on the overall value of the Company's portfolio and
consequential adverse effects on the Company's share price.
Valuation risk The Investment Manager has a robust valuation methodology, which is applied Risk Level: Moderate
consistently. The Investment Manager's valuation process revalues each of the
The Company invests in late stage private businesses which are valued in private company investments every 3 months and additional valuations are
accordance with International Private Equity and Venture Capital Valuation carried out in response to trigger events to ensure the investments are
('IPEV') Guidelines using appropriate valuation methods. Such methods include carried at fair value. The valuation process is overseen by the Private Stable: This risk is seen as stable. In periods of market volatility the
an element of judgement which may lead to a material mis‑statement of the Companies Valuations Group at Baillie Gifford which is independent from the Private Company Valuations Group will perform trigger analyses and, if
valuation and consequently of the Company's net asset value. portfolio managers and which takes advice from an independent third party appropriate, revalue the affected investments, as described in the report on
(S&P Global). The valuations are subject to review and challenge by the page 31 of the Annual Report and Financial Statements.
Board every 6 months and are subject to scrutiny annually by the external
Auditor.
Investment strategy risk The Board regularly reviews and monitors the Company's investment policy and Risk Level: High
strategy, the investment portfolio and its performance, the level of
Pursuing an investment strategy to fulfil the Company's objective which the discount/premium to net asset value at which the shares trade and movements in
market perceives to be unattractive or inappropriate, or ineffective the share register. A strategy meeting is also held annually. In addition, the
implementation of the Company's investment strategy, may lead to reduced Investment Manager keeps in close contact with key shareholders and provides Increasing: The risk is seen as increasing as the market's appetite for direct
returns for shareholders and, as a result, decreased demand for the Company's regular feedback to the Board. or indirect investment in growth stocks is reduced due to ongoing
shares. This may lead to the Company's shares trading at a widening discount
macroeconomic and geopolitical concerns.
to their net asset value.
Discount risk The Board monitors the level of discount/premium at each Board meeting. The Risk Level: High
Company has authorities in place to buy back or issue shares, when deemed to
The discount/premium at which the Company's shares trade relative to its net be in the best interests of the Company and its shareholders.
asset value can change. Such an imbalance can diminish the attractiveness of
the Company's shares to existing investors and lead to a lack of liquidity in Decreasing: The discount narrowed over the year to 31 January 2025. The
the Company's share trading. Directors continue to buy back shares when it is deemed to be in the best
interests of the Company and its shareholders.
Climate and governance risk This is mitigated by the Investment Manager's ESG stewardship and engagement Risk Level: Moderate
policies, which are integrated into the investment process, as well as the
Perceived problems on environmental, social and governance ('ESG') matters in extensive upfront and ongoing due diligence which the Investment Manager
an investee company could lead to that company's shares being less attractive undertakes on each investee company. This includes the risk inherent in
to investors, adversely affecting its share price, in addition to potential climate change (see page 66 of the Annual Report and Financial Statements). Stable: The Investment Manager continues to employ strong ESG stewardship and
valuation issues arising from any direct impact of the failure to address the
engagement policies.
ESG weakness on the operations or management of the investee company (for
example in the event of an industrial accident or spillage). Repeated failure
by the Investment Manager to identify ESG weaknesses in investee companies
could lead to the Company's own shares being less attractive to investors,
adversely affecting its own share price. In addition, the valuation of
investments could be impacted by climate change due to climate-related
operational challenges, changes in end demand or failure to identify a pathway
to Net Zero.
External risks
Political and associated economic risk Political developments and other social trends are closely monitored by the Risk Level: High
Board and are regularly discussed at Board meetings.
Global political changes resulting in policy changes in areas in which the
Company invests or may invest may have practical consequences for the Company
and impact financial performance. Increasing: This risk is increasing as governments and consumers around the
world continue to assess the impact of ongoing conflicts and global economic
and political tensions.
Legal and regulatory risk To mitigate this risk, Baillie Gifford's Business Risk, Internal Audit and Risk Level: Low
Compliance Departments provide regular reports to the Audit Committee on
Changes to the regulatory environment could negatively impact the Company. Baillie Gifford's monitoring programmes. The Administrator provides regular
Failure to comply with applicable legal, regulatory and tax requirements could compliance reports to the Audit Committee to confirm the relevant Guernsey
lead to suspension of the Company's Stock Exchange listing, financial submissions are made to protect the legal and tax status of the Company. Major Stable: All control procedures are deemed to be working effectively. There
penalties, a qualified Audit Report or the Company being subject to tax on regulatory change could impose disproportionate compliance burdens on the have been no material regulatory changes that have occurred during the year.
capital gains. Company. In such circumstances representation is made to ensure that the
special circumstances of investment companies are recognised. Shareholder
documents and announcements, including the Company's published Interim and
Annual Report and Financial Statements, are subject to stringent review
processes and procedures are in place to ensure adherence to the Transparency
Rules and the Market Abuse Regulations with reference to inside information.
Operational risks
Performance and reliance The Audit Committee receives six monthly reports from the Investment Manager's Risk Level: Low
Business Risk Department on their monitoring programme of internal controls.
on third party service providers The Audit Committee also receives ISAE 3402 or equivalent reports on the
Investment Manager and other service providers. These reports are reviewed by
In common with most other investment companies the Company has no direct Baillie Gifford's Business Risk Department and a summary of the key points is Stable: All control procedures are deemed to be working effectively. Portfolio
employees and relies entirely for its operations on third party service reported to the Audit Committee and any concerns are investigated. management and all regulatory and administrative tasks have continued
providers. Failure of the Investment Manager's systems or those of another
uninterrupted during the year.
service provider, such as the Custodian and Depositary, could lead to an
inability to accurately report or lead to a misappropriation of assets.
Cyber security threats The Audit Committee receives confirmation that key service providers have Risk Level: Moderate
appropriate cyber/ IT policies to ensure that controls are in place including
Errors, fraud or control failures by the Company's key service providers or business continuity and disaster recovery arrangements.
loss of data through increasing cyber threats or business continuity
interruptions could damage the Company's reputation or investors' interests or Increasing: This risk is seen as increasing due to recent indications that the
result in losses. continuation of geopolitical tensions could lead to more cyber attacks.
Emerging technologies, including AI, could potentially increase information
security risks. In addition, service providers operate a hybrid approach of
remote and office working, thereby increasing the potential of a cyber
security threat.
Key professionals The Board reviews the Investment Manager's performance annually as well as the Risk Level: Low
resources of the Investment Manager for attracting and retaining talent.
Loss of key professionals, particularly in relation to the Investment Manager
could impact the Company's ability to implement its investment strategy.
Stable: All procedures are satisfactory.
Emerging Risks
As explained on pages 64 to 65 of the Annual Report and Financial Statements
the Board has regular discussions on principal risks and uncertainties,
including any risks which are not an immediate threat but could arise in the
longer term. Emerging risks are considered under the categories noted above
rather than included as discrete risks.
Increasing risk Decreasing risk No change
Baillie Gifford & Co Limited
9 April 2025
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ACSILMJTMTAMBTARecent news on Schiehallion Fund
See all newsREG - Schiehallion Fund Schiehallion - MNTN - Net Asset Value(s)
AnnouncementREG - Schiehallion Fund Schiehallion - MNTN - Total Voting Rights
AnnouncementREG - Schiehallion Fund Schiehallion - MNTN - Block listing Interim Review
AnnouncementREG - Schiehallion Fund Schiehallion - MNTN - Transaction in Own Shares
AnnouncementREG - Schiehallion Fund Schiehallion - MNTN - Net Asset Value(s)
Announcement