REG-SVM UK Emerging Fund Plc: Annual Financial Report March 2023
26/07/2023 14:00
SVM UK EMERGING FUND PLC
(the “Fund”)
ANNUAL FINANCIAL RESULTS
FOR THE YEAR ENDED 31 MARCH 2023
The Board is pleased to announce the Annual Financial Results for the year
ended 31 March 2023. The full Annual Report and Financial Statements, Notice
of Annual General Meeting and Form of Proxy will be posted to shareholders and
be available shortly on the Manager's website at www.svmonline.co.uk
Copies of the Annual Report will be submitted to the FCA's National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
HIGHLIGHTS
* Over the 12 months to 31 March 2023, net asset value per share fell 17.3% to
93.03p compared to a return of -1.9% in the chosen comparator, the IA UK
Companies Sector Average Index.
* Over the five years to 31 March 2023, net asset value per share has fallen
17.0% and the share price 27.2%, against the comparator index return of
+18.6%.
* Small and medium sized companies lagged the FTSE 100 over the period.
* A number of portfolio companies attracted takeovers and bid approaches,
indicating share prices have fallen below underlying business value.
* At 30 June 2023, net asset value per share was 91.82p.
Financial Highlights Year to 31 March 2023 Year to 31 March 2022
Total Return performance:
Net Asset Value total return* -17.3% -10.0%
Share Price total return* -25.1% -12.1%
Comparator Index (IA UK All Companies Sector Average Index since 1 October 2013**) -1.9% 5.4%
31 March 2023 31 March 2022 % Change
Capital Return performance:
Net asset value (p) 93.03 112.51 -17.3%
Share price (p) 65.50 87.50 -25.1%
MSCI UK Investable Market Index*** 2,093.18 2,032.66 3.0%
Discount* 29.6% 22.2%
Gearing* 9.3% 16.1%
Ongoing Charges ratio:*
Investment management fees 0.68% 0.86%
Other operating expenses 2.32% 1.78%
Total 3.00% 2.64%
Total Return to 31 March 2023 (%) 1 Year 3 Years 5 Years 10 Years Launch (2000)
Net Asset Value -17.3% 13.6% -17.0% 78.6% -4.1%
Comparator Index** -1.9% 42.6% 18.6% 73.8% -13.3%
*Alternative Performance Measures (APM). For a definition of terms see
Glossary of Terms and Alternative Performance Measures in the AFS
**The comparator index for the Fund is the IA UK All Companies Sector Average.
*** The MSCI UK Investable Market Index is a representative index of the UK
Equity Market.
INVESTMENT OBJECTIVE
The investment objective of the Fund is long term capital growth from
investments in smaller UK companies. Its aim is to outperform the IA UK All
Companies Sector Average Index on a total return basis.
CHAIRMAN’S STATEMENT
Over the 12 months to 31 March 2023, the Company’s net asset value fell
17.3% to 93.03p per share, compared to a return of -1.9% in the chosen
comparator, the IA UK All Companies Sector Average Index. Over the 12 months,
the share price fell by 25.1%. Over the five years to 31 March 2023, net asset
value has fallen 17.0% and the share price 27.2%, against the IA UK All
Companies Sector Average return of 18.6%. The Company’s net asset value
decreased slightly in the three months since the year end to 91.82p at 30 June
2023 (total return, FE fundinfo, IA UK All Companies Sector Average for
comparison purposes).
Review of the year
Over the 12 months under review, inflation remained high due to the impact of
the Ukraine conflict and supply pressures. Weakness relative to other major
stockmarkets has brought UK equities - on a range of measures – to a
significant valuation gap with the rest of the world. The September 2022 low
in the Pound coincided with a peak in pessimism. Since then, the Pound has
rebounded over 10% versus the US Dollar. A possible improvement in inflation
as the year progresses should restore some confidence. A lessening of trade
frictions, as new agreements are negotiated, should help the UK in the coming
12 months.
Although there has been some recovery from the UK’s gilt and currency panic
of September 2022, politics still weigh on domestic UK shares. Many sound and
growing UK businesses were neglected as investors focused on large companies
within the global sectors.
The 12 months under review saw a significant gap between the performance of
the largest UK listed companies, represented in the FTSE100, and that of
smaller and medium sized businesses typical of SVM UK Emerging Fund. The
FTSE100 Index materially outperformed the FTSE250 that represents medium sized
companies. Over the medium and longer term, the medium sized companies, which
tend to be more exposed to the domestic UK economy and the Pound, have shown
more growth and stockmarket performance. However, 2022 was a significant
setback to that trend.
The strongest contributions to performance over the period were from 4Imprint
Group, Flutter Entertainment, Beazley, Ideagen and Games Workshop. Laggards
included Kin and Carta, Inspecs Group, Hilton Food Group, Dechra
Pharmaceuticals and Dianomi. New investments included Grafton Group, Segro and
Serco Group. Additional investment was made in Howden Joinery, Treatt and
Dechra Pharmaceuticals. To fund these purchases Global Data, Gamma
Communications and On The Beach were sold. DiscoverIE announced the
acquisition of Magnasphere, a US designer and manufacturer of magnetic sensors
and switches that has the potential to enhance earnings. Games Workshop
announced a partnership with Amazon to develop TV and film content with
Warhammer IP.
Ideagen was taken over by HG Capital and Aveva was acquired by Schneider
Electric. Kape Technologies agreed a cash offer from Unikmind and Dechra
Pharmaceuticals has attracted a bid approach from Swedish private equity firm,
EQT. This interest in some smaller and medium sized British businesses by
corporate investors and private equity may point to share prices having fallen
below real business value.
Annual General Meeting
The Annual General Meeting will be held on Friday 8 September 2023 at SVM’s
offices in Edinburgh. At the last General Meeting, shareholders approved
powers for the Company to issue shares and to buy back for cancellation, or to
hold in treasury. Your Board has directed the Manager to implement this
arrangement, operating within Board guidelines and approvals. This aims to
improve liquidity in our shares, and your Board does not expect this overall
to be dilutive to shareholders.
On 31 October 2022, SVM Asset Management Limited, being the Investment Manager
to SVM UK Emerging Investment Trust plc, was acquired by River and Mercantile
Holdings Limited, a subsidiary of AssetCo plc, a UK listed company.
Outlook
Inflation should fall over the next 12 months and supply pressures should be
moderate. Consumer sectors in particular appear to be beating expectations.
The Board and Manager are committed to investing in a responsible manner and
the Manager embeds Environmental, Social and Governance (ESG) considerations
into the research and analysis as part of the investment process.
The portfolio focuses on resilient growing businesses, with low exposure to
commodities, oil and banks. The Fund remains fully invested with some
additional gearing.
Peter Dicks
Chairman
26 July 2023
MANAGER’S REVIEW
Whilst there are currently no operational changes to note, SVM Asset
Management Limited, being the Investment Manager to SVM UK Emerging Investment
Trust plc, was acquired by River and Mercantile Holdings Limited, a subsidiary
of AssetCo plc, a UK listed company on 31 October 2022.
Summary
The year under review was an extremely difficult period for UK growth
investing, particularly for funds emphasising smaller and medium sized
companies. The index averages conceal just how much of the returns for the
period came from a narrow group of global sectors; energy, basic materials and
healthcare.
UK equities have rallied from a low point in September 2022. But since March
2023 there has been some weakness in banks over concern about the health of
the banking system. This stemmed from bank failures in the US and Credit
Suisse in Europe. There is no portfolio exposure to banks. Although the sector
is well capitalised, competition for deposits could adversely impact net
interest margins.
In contrast to 2008, the financial sector does not appear to pose a systemic
risk. Large financial institutions are much better capitalised than at any
point in the last 40 years. Bank share prices, however, are likely to remain
volatile in the near-term and subject to changes in prevailing sentiment.
Commentary from portfolio companies continues to be generally positive. Demand
is typically flat, but order books and sentiment are reasonably robust.
Earnings forecasts appear to have been cut to a level where there is more
upside than downside risk to current year results. Nevertheless, UK business
confidence remains fragile. UK inflation was expected to peak in early 2023
but has remained stubbornly over 10%.
Bank problems are just one early sign of a growing liquidity squeeze. This may
see investors put more value on cash generative, profitable businesses. Easy
money has propped-up some poor business models for a number of years. As
losses mount, many early stage growth businesses have cut back on marketing
and other costs to extend their cash runway. And some older declining
businesses, trapped within a high cost structure, have allowed debt to pile
up. The Fund is focused on well-funded proven business models.
Portfolio review and investment strategy
Portfolio changes during the 12 months under review emphasised improving
underlying liquidity. The Fund is closed-end, and accordingly can take a
longer term view on investments which are taking time to grow to a size that
attracts institutional investor interest. Regulatory change, covering both
portfolio risk and the way in which stockbroking research is conducted, mean
that the size at which companies begin to attract broader research coverage
and gain a wider audience, is now at a higher level of market capitalisation.
Companies that are not included in one of the major indices lack natural
buyers and shares can fall sharply on any delay or disappointment. This
increases the risk profile of some of the smallest companies outside the FTSE
All-Share Index. Portfolio reinvestment was in medium sized and smaller
companies with near term prospects of moving into the Index or those already
included.
The key for growth investors is to find cash generative growth businesses
where a strong moat or service differentiation helps to protect profit
margins. Businesses with good cash conversion can reinvest for further growth.
Sustainable long term growth in a business usually requires consistently good
stewardship of capital. This takes time to evidence, and can often be missed
or undervalued by investors. Those quality businesses should now be better
placed for recovery.
The weakness of some consumer shares in particular does not reflect the
potential for competition to ease and prospects improve. Some of that
competition represents takeovers by private equity that have saddled acquired
businesses with debt, limiting their ability to compete. Established
businesses benefit from an environment with less discounting and a slower pace
of innovation. Effectively, the cost of capital for early stage businesses has
risen, helping businesses that are inherently cash generative and able to fund
their own growth.
An example in the portfolio of a consumer business emerging strongly from
pandemic disruption is Jet2, now the UK’s largest tour operator. It has
benefited from the recovery by refunding customers promptly and in operating a
vertically integrated business, controlling its own fleet and seat supply. The
disappearance of some capacity from the industry, as competitors cut back, has
reduced competition and favours a model focusing on customer experience and
value for money. Jet2’s balance sheet has given it the strength to order
fleet replacement and is working to improve sustainability. After a difficult
three years, this consumer business is now growing strongly.
The Manager’s approach to investing integrates environmental, social and
governance (ESG) analysis into its day-to-day investment activities, and this,
combined with an active engagement approach, seeks to influence change and
encourage better practices from the companies in which it invests. Companies
with successful business models are usually transparent in their accounting
and reporting policies and communicate their strategy. Resilience in a
business often comes from its strength within a niche. Key to the opportunity
that the Manager sees in investment is an ability to generate returns greater
than cost of capital and to ensure that stewardship of assets is focused on
this aspect.
Top 5 Contributors to Absolute Performance (%) Bottom Contributors to Absolute Performance (%)
Company name Contribution Company name Contribution
4IMPRINT GROUP FLUTTER ENTER BEAZLEY GROUP IDEAGEN GAMES WORKSHOP GROUP 3.39 1.07 1.01 0.77 0.69 KIN AND CARTA INSPECS GROUP HILTON FOOD GROUP DECHRA PHARMACEUTICALS DIANOMI -1.85 -1.43 -1.38 -1.37 -1.30
Outlook
We can expect a rise in real interest costs that accompanies widening credit
spreads and falling inflation. Over the next 12 months the Bank of England
interest rate is likely to fall, but real borrowing costs of many businesses
could rise. This would negatively expose indebted businesses that have not
focused on strong cashflow.
The global economy continues to be resilient. Supply chain risks continue,
although labour scarcity may ease as unemployment picks up, but these risks
are more acute in manufacturing sectors. In consumer sectors, safety probably
lies with businesses that are leaders in their area or which can defend
margins through innovation. Currently, consumer sectors have been
significantly derated, in contrast to technology and industrials.
The portfolio emphasises exposure to businesses with strong competitive
positions and potential for organic growth.
Sector analysis* % Listing* % Market Capitalisation* %
Industrials Consumer Discretionary Information Technology Financials Communication Services Healthcare Real Estate Consumer Staples Materials 24.4 20.0 16.7 13.5 8.8 7.2 5.5 2.9 1.0 Main Market AIM Other 71.8 28.2 - Mid Small Large 40.0 38.7 21.3
*Analysis is of gross exposure
Colin McLean
Investment Director & Chief Investment Officer
SVM Asset Management
26 July 2023
INVESTMENT PORTFOLIO
as at 31 March 2023
Stock Market Exposure 2023 £000 % of Net Assets Market Exposure 2022 £000
4Imprint Group 335 6.0 266
Alpha FX Group 321 5.8 378
Watches of Switzerland Group* 229 4.1 319
Unite Group 192 3.4 233
Beazley Group 187 3.4 132
JD Sports Fashion* 167 3.0 139
Dechra Pharmaceuticals 166 3.0 243
Rentokil Initial 164 2.9 146
Ashtead Group 155 2.8 99
Howden Joinery Group 154 2.37 84
Ten largest investments 2,070 37.1
Kape Technologies 150 2.7 204
Jet2 150 2.7 131
Flutter Entertainment* 145 2.6 64
Games Workshop Group 140 2.5 105
Experian 133 2.4 148
Oxford Instruments 125 2.2 105
FDM Group Holdings 119 2.1 175
Kainos Group 119 2.1 113
Keystone Law Group 115 2.1 157
Impax Asset Management Group 111 2.0 140
Twenty largest investments 3,377 60.5
Serco Group 110 2.0 -
Hilton Food Group 102 1.8 182
Renishaw* 93 1.7 88
Computacentre 89 1.6 123
Renew 86 1.5 87
Instem 85 1.5 99
Autotrader Group 81 1.5 138
XP Power 81 1.5 81
DiscoverIE Group 79 1.4 103
Entain* 79 1.4 -
Thirty largest investments 4,262 76.4
Other investments (31 holdings) 1,490 26.7
Total investments 5,752 103.1
CFD positions (892) (16.0)
CFD unrealised gains 22 0.4
Net current assets 695 12.5
Net assets 5,577 100.0
*Includes CFDs.
Market exposure for equity investments held is the same as fair value and for
CFDs held is the market value of the underlying shares to which the portfolio
is exposed via the contract. The investment portfolio is grossed up to include
CFDs and the net CFD position is then deducted in arriving at the net asset
total. Further information is given in note 6 to the Financial Statements. A
full portfolio listing as at 31 March 2023 is detailed on the website.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors carry out a robust assessment of the Company's emerging and
principal risks including reviewing the policies implemented for identifying
and managing the principal risks faced by the Fund.
Many of the Fund’s investments are in small companies and may be seen as
carrying a higher degree of risk than their larger counterparts. These risks
are mitigated through portfolio diversification, in-depth company analysis,
the experience of the Manager and a rigorous internal control culture. Further
information on the internal controls operated for the Fund is detailed in the
Report of the Directors.
The principal risks facing the Fund relate to the investment in financial
instruments and include market, liquidity, credit and interest rate risk. An
explanation of these risks and how they are mitigated is explained further
under “Financial”. Additional risks faced by the Fund are summarised
below.
Emerging risks – are risks that could have a future impact on the Fund. The
Board considers that emerging risks exacerbate existing identified risks e.g.
market risk, rather than themselves being new risks. Whilst there were no new
specific emerging risks added to the risk register during the year, certain
other risks have continued to develop or recede, with the conflict between
Russia and the Ukraine and resulting strains of Covid-19 being respective
examples which continue to be considered. The Board recognise the impact of
inflationary pressures and rising interest rates as established risks, rather
than emerging risks. The risks increased during the year.
Investment strategy – The risk that an inappropriate investment strategy may
lead to the Fund underperforming its comparator, for example in terms of stock
selection, asset allocation or gearing. The Board has given the Manager a
clearly defined investment mandate which incorporates various risk limits
regarding levels of borrowing and the use of derivatives. The Manager invests
in a diversified portfolio of holdings and monitors performance with respect
to the comparator. The Board regularly reviews the Fund’s investment mandate
and long term strategy. This is a stable risk.
Discount – The risk that a disproportionate widening of discount in
comparison to the Fund’s peers may result in loss of value for shareholders.
The discount varies depending upon performance, market sentiment and investor
appetite. The Board regularly reviews the discount and the Fund operates a
share buy-back programme. The Board acknowledge the discount rate has widened
and, by virtue of that in isolation, assess that the associated risk has
increased during the year.
Accounting, Legal and Regulatory – Failure to comply with applicable legal
and regulatory requirements could lead to a suspension of the Fund’s shares,
fines or a qualified audit report. In order to qualify as an investment trust
the Fund must comply with section 1158 of the Corporation Tax Act 2010
(“CTA”). Failure to do so may result in the Fund losing investment trust
status and being subject to corporation tax on realised gains within the
Fund’s portfolio. The Manager monitors movements in investments, income and
expenditure to ensure compliance with the provisions contained in section
1158. Breaches of other regulations, including the Companies Act 2006, the
Listing Rules of the UK Listing Authority or the Disclosure and Transparency
Rules of the UK Listing Authority, could lead to regulatory and reputational
damage. The Board relies on the Manager and its professional advisers to
ensure compliance with section 1158 CTA, Companies Act 2006 and the United
Kingdom Listing Authority Rules. This is a stable risk.
Operational – The risk of loss resulting from inadequate or failed internal
processes, people and systems or from external events. The Fund has no
employees and relies upon the services provided by third parties. The Manager
has comprehensive internal controls and processes in place to mitigate
operational risks. Risk controls are monitored by their assigned owner with
oversight from the Manager’s risk and compliance function as part of the
Manager’s risk & control framework, which is reviewed at least annually.
This is a stable risk.
Corporate Governance and Shareholder Relations – Details of the Fund’s
compliance with corporate governance best practice, including information on
relations with shareholders, are set out in the Directors’ Statement on
Corporate Governance. This is a stable risk.
Financial – The Fund’s investment activities expose it to a variety of
financial risks including:
Market risk
The risk that the Fund may suffer a loss arising from adverse movements in the
fair value or future cash flows of an investment. Market risks include changes
to market prices, interest rates and currency movements. The Fund invests in a
diversified portfolio of holdings covering a range of sectors. The Manager
conducts continuing analysis of holdings and their market prices with an
objective of maximising returns to shareholders. Asset allocation, stock
selection and market movements are reported to the Board on a regular basis.
This risk is variable, which is assessed by the Board and the Manager
throughout the year and is considered as broadly stable.
Liquidity risk
The risk that the Fund may encounter difficultly in meeting obligations
associated with financial liabilities. The Fund is permitted to invest in
shares traded on AIM or similar markets; these tend to be in companies that
are smaller in size and by their nature less liquid than larger companies. The
Manager conducts continuing analysis of the liquidity profile of the portfolio
and the Fund maintains an overdraft facility to ensure that it is not a forced
seller of investments. This risk is variable, which is assessed by the Board
and the Manager throughout the year and is considered as broadly stable.
Credit risk
The risk that the counterparty to a transaction fails to discharge its
obligation or commitment to the transaction resulting in a loss to the Fund.
Investment transactions are entered into using brokers that are on the
Manager’s approved list, the credit ratings of which are reviewed
periodically in addition to an annual review by the Manager’s board of
directors. The Fund’s principal bankers are State Street Bank & Trust
Company, the main broker for CFDs is UBS and other approved execution broker
organisations authorised by the Financial Conduct Authority. This is a stable
risk.
Interest rate risk
The risk that interest rate movements may affect the level of income
receivable on cash deposits. At most times the Fund operates with relatively
low levels of bank gearing, this has and will only be increased where an
opportunity exists to substantially add to the net asset value performance.
The Board note the increase in interest rates but assess the risk as stable.
The Board seeks to mitigate and manage these risks through continuous review,
policy setting and enforcement of contractual obligations. The Board receives
both formal and informal reports from the Manager and third party service
providers addressing these risks. The Board believes the Fund has a relatively
low risk profile as it has a simple capital structure; invests principally in
UK quoted companies; does not use derivatives other than CFDs and uses well
established and creditworthy counterparties.
The capital structure comprises only ordinary shares that rank equally. Each
share carries one vote at general meetings.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 Fund’s performance, business model
and strategy.
The Directors each confirm to the best of their knowledge that:
• the financial statements, prepared in accordance with the applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and gain or loss of the Fund and;
• the Strategic Report includes a fair review of the development and
performance of the business and the position of the Fund together with a
description of the principal risks and uncertainties that it
faces.
By Order of the Board
Peter Dicks
Chairman
26 July 2023
Income statement
for the year to 31 March 2023
Notes Revenue £000 Capital £000 Total £000
Net loss on investments at fair value 6 - (1,065) (1,065)
Income 1 104 - 104
Investment management fees 2 - (42) (42)
Other expenses 3 (143) - (143)
Loss before finance costs and taxation (39) (1,107) (1,146)
Finance costs (22) - (22)
Loss on ordinary activities before taxation (61) (1,107) (1,168)
Taxation 4 - - -
Loss attributable to ordinary shareholders (61) (1,107) (1,168)
Loss per Ordinary Share 5 (1.02)p (18.46)p (19.48)p
for the year to 31 March 2022
Notes Revenue £000 Capital £000 Total £000
Net loss on investments at fair value 6 - (641) (641)
Income 1 94 - 94
Investment management fees 2 - (61) (61)
Other expenses 3 (127) - (127)
Loss before finance costs and taxation (33) (702) (735)
Finance costs (14) - (14)
Loss on ordinary activities before taxation (110) 2,695 2,585
Taxation 4 - - -
Loss attributable to ordinary shareholders (47) (702) (749)
Loss per Ordinary Share 5 (0.78)p (11.71)p (12.49)p
The Total column of this statement is the profit and loss account of the Fund.
All revenue and capital items are derived from continuing operations. No
operations were acquired or discontinued in the year. A Statement of
Comprehensive Income is not required as all gains and losses of the Fund have
been reflected in the above statement.
Balance sheet
as at 31 March 2023
Notes 2023 £000 2022 £000
Fixed Assets
Investments at fair value through profit or loss 6 4,882 6,408
Current Assets
Debtors 7 897 720
Cash at bank and on deposit 375 53
Total current assets 1,272 773
Creditors: amounts falling due within one year 8 (577) (436)
Net current assets 695 337
Total assets less current liabilities 5,577 6,745
Capital and Reserves
Share capital 9 300 300
Share premium 314 314
Special reserve 5,136 5,136
Capital redemption reserve 27 27
Capital reserve 394 1,501
Revenue reserve (594) (533)
Equity shareholders’ funds 5,577 6,745
Net asset value per Ordinary Share 5 93.03p 112.51p
Approved and authorised for issue by the Board of Directors on 26 July 2023
and signed on its behalf
by Peter Dicks, Chairman.
Statement of Changes in Equity
for the year to 31 March 2023
Share capital £000 Share premium £000 Special reserve £000* Capital redemption reserve £000 Capital reserve £000 Revenue reserve £000* Total £000
As at 1 April 2022 300 314 5,136 27 1,501 (533) 6,745
Loss attributable to shareholders - - - - (1,107) (61) (1,168)
As at 31 March 2023 300 314 5,136 27 394 (594) 5,577
for the year to 31 March 2022
Share capital £000 Share premium £000 Special reserve £000* Capital redemption reserve £000 Capital reserve £000 Revenue reserve £000* Total £000
As at 1 April 2021 300 314 5,136 27 2,203 (486) 7,494
Loss attributable to shareholders - - - - (702) (47) (749)
As at 31 March 2022 300 314 5,136 27 1,501 (533) 6,745
*Distributable reserves at 31 March 2023 were £4,542,000 (2022: £4,603,000).
Accounting policies
Basis of preparation
The Financial Statements are prepared under the historical cost convention,
modified to include the revaluation of fixed asset investments which are
recorded at fair value, in accordance with FRS 102, the “Financial Reporting
Standard applicable in the UK and Republic of Ireland” and under the AIC’s
Statement of Recommended Practice “Financial Statements of Investment Trust
Companies and Venture Capital Trusts” (SORP) issued in July 2022. The
Directors have also prepared the Financial Statements on a going concern
basis and have a reasonable expectation that the Company has adequate
resources to continue in operational existence for at least twelve months from
the date of approval of these Financial Statements. In making their assessment
the Directors have reviewed income and expenditure projections, reviewed the
liquidity of the investment portfolio and considered the Company's ability to
meet liabilities as they fall due. This conclusion also takes in to account
the Directors' assessment of the continuing risks emerging from the pandemic
and conflict in Ukraine. The Company is exempt from presenting a Cash Flow
Statement as a Statement of Changes in Equity is presented and substantially
all of the Company’s investment are highly liquid and are carried at market
value.
Significant judgements and estimates
Preparation of financial statements can require management to make significant
judgements and estimates. There are no significant judgements or sources of
estimation uncertainty the Board considers need to be disclosed.
Income
Dividend income is included in the Income Statement on an ex-dividend basis
and includes dividends on both direct equity investments and synthetic equity
holdings via Contracts for Differences. Special dividends are recorded on an
ex-dividend basis and allocated to revenue or capital in line with the
underlying commercial circumstances of the dividend payment. Interest
receivable on bank balances is included in the Income Statement on an accruals
basis.
Expenses and interest
Expenses and interest payable are dealt with on an accruals basis. All
expenses other than investment management fees are charged to revenue.
Investment management fees
Investment management fees are allocated 100 per cent to capital. The
allocation is in line with the Board’s expected long-term return from the
investment portfolio. The terms of the investment management agreement are
detailed in the Report of the Directors.
Taxation
Current tax is provided at the amounts expected to be paid or received.
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more or a right to pay less tax in
the future have occurred at the balance sheet date measured on an undiscounted
basis and based on enacted or substantively enacted tax rates. This is subject
to deferred tax assets only being recognised if it is considered probable that
there will be suitable profits from which the future reversal of the
underlying timing differences can be deducted. Timing differences are
differences arising between the taxable profits and the results as stated in
the financial statements which are capable of reversal in one or more
subsequent periods.
Investments
The investments have been categorised as ‘‘fair value through profit or
loss’’. All investments are held at fair value. For listed investments
this is deemed to be at bid prices. A Contract for Difference (CFD) is a
synthetic equity comprising of a future contract to either purchase or sell a
specific asset at a specified future date for a specified price. The Company
can hold long and short positions in CFDs which are held at fair value, based
on the bid prices of the underlying securities in respect of long positions,
and the offer prices of the underlying securities in respect of short
positions. Profits and losses on CFDs are recognised in the Income Statement
as capital gains or losses on investments at fair value. Dividends and
interest on CFDs are included in the revenue income. The year end fair value
of CFD positions which are assets is included in fixed asset investments,
whilst the year end fair value of CFD positions which are liabilities is
included within current liabilities in Note 8. Balances with brokers in
respect of margin calls are included within debtors in Note 7. Unlisted
investments are valued at fair value based on the latest available information
and with reference to International Private Equity and Venture Capital
Valuation Guidelines issued in December 2022.
All changes in fair value and transaction costs on the acquisition and
disposal of portfolio investments are included in the Income Statement as a
capital item. Purchases and sales of investments are accounted for on trade
date.
Financial instruments
In addition to the investment transactions described above, basic financial
instruments are entered into that result in recognition of other financial
assets and liabilities, such as investment income due but not received, other
debtors and other creditors. These financial instruments are receivable and
payable within one year and are stated at cost less impairment.
Foreign currency translation
Transactions involving foreign currencies are converted at the rate ruling as
at the date of the transaction. Sterling is the functional currency of the
Fund and all foreign currency monetary assets and liabilities are retranslated
into Sterling at the rate ruling on the financial reporting date.
Capital reserve
Gains and losses on realisations of fixed asset investments, and transactions
costs, together with appropriate exchange differences, are accounted for
within this reserve. All investment management fees, together with any tax
relief, are also taken to this reserve. Increases and decreases in the
valuation of fixed asset investments are recognised in this reserve.
Special reserve
On 29 June 2001, the court approved the redesignation of the Share Premium
Account, at that date, as a fully distributable Special Reserve.
Capital redemption reserve.
This reserve represents the nominal value of own shares bought back.
Revenue reserve
Retained revenue profits and losses are accounted for in this fully
distributable reserve.
Share Capital
This account represents allotted, issued and fully paid up shares of 5p each.
Share Premium
This account represents the value received for issuing shares in excess of the
nominal value of 5p per share.
Notes to the financial statements
1. Income
2023 £000 2022 £000
Income from shares and securities
– dividends 103 94
– interest 1 -
104 94
2. Investment Management Fees
Investment Management Fees 42 61
3. Other expenses
Revenue
General expenses 79 69
Directors’ fees 25 25
Auditor’s remuneration 39 33
143 127
4. Taxation
Current taxation - -
Deferred taxation - -
Total taxation charge for the year - -
The tax assessed for the year is different from the standard small company
rate of corporation tax in the UK. The differences are noted below:
Loss on ordinary activities before taxation (1,168) (749)
Corporation tax (19%, 2022 – 19%) (222) (142)
Effects of:
Non taxable UK dividends (15) (14)
Losses on CFD 25 60
Non taxable investment gains/(losses) in capital 177 (62)
Non taxable overseas dividends (1) (1)
Movement in deferred tax rate on excess management charges (11) (11)
Movement in unutilised management expenses and NTLR deficits 47 46
Total taxation charge for the year - -
At 31 March 2023, the Fund had unutilised management expenses and non trade
loan relationship (“NTLR”) deficits of £1,824,000 (2022 – £1,637,000).
A deferred tax asset of £456,000 (2022 - £409,000) has not been recognised
on unutilised management expenses as it is unlikely that there would be
suitable taxable profits from which the future reversal of the deferred tax
asset could be deducted.
5. Returns per share
Returns per share are based on a weighted average of 5,995,000 (2022 –
5,995,000) ordinary shares in issue during the year.
Total return per share is based on the total loss for the year of £1,168,000
(2022 – loss of £749,000).
Capital return per share is based on the net capital loss for the year of
£1,107,000 (2022 – loss of £702,000).
Revenue return per share is based on the revenue loss after taxation for the
year of £61,000 (2022 – loss of £47,000).
The net asset value per share is based on the net assets of the Fund of
£5,577,000 (2022 – £6,745,000) divided by the number of shares in issue at
the year end as shown in note 9.
6. Investments at fair value through profit or loss
2023 £000 2022 £000
Listed investments and CFDs 4,882 6,408
Unlisted investments - -
Valuation as at end of year 4,882 6,408
Listed £000 Unlisted £000 Total £000 Total £000
Opening book cost 4,953 140 5,093 5,068
Opening investment holding gains/(losses) 1,455 (140) 1,315 2,530
Opening fair value* 6,408 - 6,408 7,598
Analysis of transactions made during the year
Purchase at cost 494 19 513 1,374
Sales proceeds received** (1,106) - (1,106) (2,237)
Losses on investments*** (914) (19) (933) (327)
Closing fair value 4,882 - 4,882 6,408
Closing book cost 3,944 159 4,103 5,093
Closing investment holding gains/(losses) 938 (159) 779 1,315
Closing fair value 4,882 - 4,882 6,408
Losses on investments (914) (19) (933) (327)
Movement in CFD current liability (132) - (132) (314)
Net losses on investments at fair value (1,046) (19) (1,065) (641)
The transaction costs in acquiring investments during the year were £3,000
(2022: £3,000). For disposals, transaction costs were £2,000 (2022:
£2,000).
The company received £1,106,000 (2022 £2,237,000) from investments sold in
the year. The book cost of these investments when they were purchased was
£1,503,000 (2022 £1,349,000). These investments have been revalued over time
and, until they were sold, any unrealised gains/losses were included in the
fair value of the investments.
* Opening fair value of £6,408,000 includes £0 of CFD gains
** Sale proceeds received of £1,106,000 includes a negative balance of
£68,000 in relation to CFDs.
*** Losses on investments of £933,000 includes a balance of £68,000 in
relation to losses on CFDs
7. Debtors
2023 £000 2022 £000
Investment income receivable 13 6
Amounts receivable relating to CFDs – being cash held at Broker 868 699
Prepayments 13 13
Taxation 3 2
897 720
8. Creditors: amounts falling due within one year
2023 £000 2022 £000
Amounts due relating to CFDs – being losses on CFD contracts 507 375
Due to SVM Asset Management Limited 10 13
Other creditors 60 48
577 436
9. Share capital
Allotted, issued and fully paid
6,005,000 ordinary 5p shares (2022 – 6,005,000) 300 300
As at the date of publication of this document, there was no change in the
issued share capital and each ordinary share carries one vote, other than the
10,000 shares held in treasury which carry no voting rights.
During the year no Ordinary Shares were brought back.
10. Financial instruments
Risk Management
The Fund’s investment policy is to hold investments, CFDs and cash balances
with gearing being provided by the use of CFDs and a bank overdraft. 100%
(2022: 100%) of the Fund's net asset value is held in investments that are
denominated in Sterling and are carried at fair value. Where appropriate,
gearing can be utilised in order to enhance net asset value. It does not
invest in short dated fixed rate securities other than where it has
substantial cash resources. Fixed rate securities held at 31 March 2023 were
valued at £nil (2022 – £nil). Investments, which comprise principally
equity investments, are valued as detailed in the accounting policies.
The Fund only operates short term gearing, which is limited to 30 per cent of
gross assets and is undertaken through an unsecured variable rate bank
overdraft and the use of CFDs. The comparator rate which determines the
interest received on Sterling cash balances or paid on bank overdrafts is the
bank base rate which was 4.25% as at 31 March 2023 (2022 – 0.75%). There are
no undrawn committed borrowing facilities. Short-term debtors and creditors
are excluded from disclosure.
The Fund does not hold any (2022: nil%) of the total net asset value in
investments with direct foreign currency exposure and is consequently not
currency hedged. Financial information on the investment portfolio is detailed
in note 6.
The major risks inherent within the Fund are market risk, liquidity risk,
credit risk and interest rate risk. It has an established environment for
the management of these risks which are continually monitored by the Manager.
Appropriate guidelines for the management of its financial instruments and
gearing have been established by the Board of Directors. It has no foreign
currency assets and therefore does not use currency hedging. It does not use
derivatives within the portfolio with the exception of CFDs.
Market risk
The risk that the Fund may suffer a loss arising from adverse movements in the
fair value or future cash flows of an investment. Market risks include
changes to market prices, interest rates and currency movements. The Fund
invests in a diversified portfolio of holdings covering a range of sectors.
The Manager conducts continuing analysis of holdings and their market prices
with an objective of maximising returns to shareholders. Asset allocation,
stock selection and market movements are reported to the Board on a regular
basis.
Liquidity risk
The risk that the Fund may encounter difficultly in meeting obligations
associated with financial liabilities. The Fund is permitted to invest in
shares traded on AIM or similar markets; these tend to be in companies that
are smaller in size and by their nature less liquid than larger companies.
The Manager conducts continuing analysis of the liquidity profile of the
portfolio and the Fund maintains an overdraft facility to ensure that it is
not a forced seller of investments.
Credit risk
The risk that the counterparty to a transaction fails to discharge its
obligation or commitment to the transaction resulting in a loss to the Fund.
Investment transactions are entered into using brokers that are on the
Manager’s approved list, the credit ratings of which are reviewed
periodically in addition to an annual review by the Manager’s board of
directors. The Fund’s principal bankers are State Street Bank & Trust
Company, the main broker for CFDs is UBS and other approved execution broker
organisations authorised by the Financial Conduct Authority.
Interest rate risk
The risk that interest rate movements may affect the level of income
receivable on cash deposits. At most times the Fund operates with relatively
low levels of bank gearing, this has and will only be increased where an
opportunity exists to substantially add to the net asset value performance.
11. The financial information contained within this announcement does not
constitute statutory accounts as defined in sections 434 and 435 of the
Companies Act 2006. The results for the years ended 31 March 2023 and 2022
are an abridged version of the statutory accounts for those years. The Auditor
has reported on the 2023 and 2022 accounts, their reports for both years were
unqualified and did not contain a statement under section 498 of the Companies
Act 2006. Statutory accounts for 2022 have been filed with the Registrar of
Companies and those for 2023 will be delivered in due course.
12. The Annual Report and Accounts for the year ended 31 March 2023 will be
mailed to shareholders shortly and copies will be available from the
Manager’s website www.svmonline.co.uk and the Fund’s registered office at
7 Castle Street, Edinburgh, EH2 3AH.
The Annual General Meeting of the Fund will be held at 9.00 a.m. on Friday 8
September 2023 at 7 Castle Street, Edinburgh, EH2 3AH.
For further information, please contact:
Colin Mclean SVM Asset Management 0131 226 6699
Roland Cross Four Broadgate 0207 726 6111
26 July 2023
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