Annual Financial Report

Jupiter Green Investment Trust Plc
13 July 2023
 

Jupiter Green Investment Trust plc ('the company')

Legal Entity Identifier: 549300MFRCR13CT1L845

 

Annual Financial Results for the year ended 31 March 2023

 

Financial Highlights for the year ended 31 March 2023

 

Capital Performance

As at

As at

 

 

31 March 2023

31 March 2022

 

Total assets less current liabilities (£'000)

54,578

55,390

 

 

 

 

 

Ordinary Share Performance

As at

As at

 

 

31 March 2023

31 March 2022

% change

 

 

 

 

Mid-market price (p)

224.00

210.00

+6.7

Undiluted net asset value per ordinary share

258.58

258.43

+0.0

Diluted net asset value per ordinary share

259.86

259.18

+0.3

MSCI World Small Cap Index***

390.67

412.12

-5.2

Discount to net asset value (%)

13.37

18.74


Ongoing charges ratio (%) excluding finance costs (Note 6)

1.72

1.57


 

Performance (excluding dividend income) Since Launch





Year-






on-year




Net asset


change in

Year-


Total assets

value

Dividends

Net Asset

on-year


less

per

declared per

Value per

change in


current

ordinary

ordinary

ordinary

benchmark

Year ended 31 March

liabilities

share

share

share

index***


£'000

p

p

%

%

8 June 2006 (launch)

24,297

97.07

-

-

-

2007

31,679

118.07

-

+22.3*

-

2008

52,734

114.14

-

-3.9**

-

2009

33,809

76.86

-

-32.7

-36.5

2010

43,590

106.65

-

+38.8

+41.6

2011

41,085

120.49

0.40

+13.0

+11.0

2012

36,181

108.49

0.60

-10.0

-23.8

2013

37,571

124.42

1.20

+14.7

+10.3

2014

38,142

145.00

1.10

+16.5

+28.6

2015

38,545

152.35

0.55

+5.1

+10.6

2016

33,418

150.79

0.65

-1.0

-3.3

2017

38,509

184.33

1.20

+22.2

+28.4

2018

40,147

191.31

1.30

+3.8

+3.7

2019

35,934

188.70

2.20

-1.4

+6.0

2020

32,581

173.31

2.40

-8.2

+3.4

2021

53,304

266.73^

0.64

+53.9

+61.0

2022

55,390

258.43

0.00

-3.1

+2.6

2023

54,578

258.58^

0.00†

0.0

-5.2

 

*   In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000 were issued. Investment performance adjusted for the new issues of Ordinary shares.

 

** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares.

***        With effect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the MSCI World Small Cap Index, both expressed in sterling terms.

^  Being the exercise price for the purposes of the 2023 subscription rights.

  No final dividend will be paid.

 

Strategic Report

 

Chairman's Statement

Performance

 

Against the backdrop of a tumultuous year in 2022 in which the Russian invasion of Ukraine led to sharply rising fossil fuel prices and the inflationary pressures that ensued continued to dominate market sentiment, we are pleased to present the Annual Report and Accounts for your Company for the twelve months to 31 March 2023.

 

The Company's Net Asset Value total return delivered -0.4%, outperforming the wider Global small Cap index, -3.1%. The Company's share price however delivered a +6.7% return over the same period.

 

It is encouraging that the absolute return of the portfolio over the 12-month period was positive, although this should be viewed in the context of a volatile year for equity markets, in particular environmental solutions companies, in the face of significant macro and geopolitical headwinds, and one in which the NAV of the Company sharply recovered from the lows in 2022.

 

The Company's 12-month financial reporting period covers the entire timeframe since Russia's invasion of Ukraine in February 2022, which catalysed an inflationary crisis in the global economy and an orchestrated effort by central banks to tame inflation with tighter monetary policy, making for an extremely challenging environment for all investors, particularly those focused on smaller companies in the early stages of their growth.

 

Energy has undoubtedly been the area of greatest disruption feeding inflationary pressures into all sectors which rely on fossil fuels. This fossil fuel energy shock highlights how critical energy systems are to everyday life and living standards. Furthermore, that environmental solutions - on both the demand and supply-side of the energy equation - are pivotal to urgently shaping sustainable and resilient energy systems.

 

Last summer, new legislation providing the greatest support for environmental solutions in the history of the United States passed into law. Yet you would hardly have known it from the name. The Inflation Reduction Act of 2022 (IRA), signed into law by President Joe Biden on 16 August 2022, was originally billed as the 'Build Back Better Act', but neither name reflects the true intentions behind the law - combatting climate change and reinvigorating US industrial and strategic policy in the process.

 

Not only does the IRA give the US a meaningful chance of meeting its greenhouse gas reduction targets of 40% below 2005 levels by 2030, but it also presents an unprecedented catalyst for companies in the environmental solutions space. The IRA provides $369 billion of spending over ten years, including $158bn on clean energy, $13bn on electric vehicle incentives, $14bn in home energy efficiency upgrades, and $22bn in home energy supply improvements. Moreover, there is upwards of $37bn for simple, effective advanced manufacturing incentives that have already begun to shift the corporate investment landscape.

 

In response, the EU's Net-Zero Industry Act and European Critical Raw Materials Act, both part of a Green Deal Industrial Plan and dubbed the 'EU IRA', are designed to prevent the bloc falling further behind. The proposed legislation sets a headline benchmark of ensuring that at least 40% of low-carbon technology needs are met by manufacturing within the EU by 2030.

 

The pace and scope of this investment, and the regulatory change that accompanies, provides a welcome boost to the universe of environmental solutions businesses. Naturally, there will be both winners and losers from any process of change. Ultimately, thematic investment is an acceptance of, and appetite for, the future to be different to the past. By capturing structural growth opportunities through economic cycles, the Company's investment managers seek to provide investors with above-market returns over the long term. While the structural growth opportunity is accelerating, so too is its complexity, placing specialist active managers at an advantage.

 

Discount management

 

The Board remains committed to its stated policy of using share buy-backs with the intention of ensuring that, in normal market conditions, the market price of the company's shares will track their underlying net asset value.

 

The discount at which the ordinary shares trade was 13.4% as at the 31 March. During the year the Company's shares traded at a discount to its NAV ranging between -6.5% to -25%. The Board continues to monitor the level at which the Company's shares trade and may seek to limit any future volatility through the prudent use of share buybacks, as the circumstances require. The company bought back a total of 328,726 shares for cancellation at an average discount of 14.4%, adding 0.3% to NAV.

 

Subscription issue

 

Each year shareholders are entitled to subscribe for new ordinary shares on the basis of one new ordinary share for every ten held. This year, the subscription price was 258.43 (being the audited undiluted net asset value of the ordinary shares as at 31 March 2022). The prevailing market price on the subscription date was 224p. As such a small number of subscription requests received resulting in the issue of 13,639 ordinary shares from treasury.

 

Board succession

 

We were delighted to welcome Baroness Bryony Worthington to join the Board as non-executive director in September 2022. Bryony has a wealth of experience in the environmental campaigning and policy, with time spent at Friends of the Earth the Department for Environment, Food and Rural Affairs working as the lead author in the team which drafted the UK's 2008 Climate Change Act. Bryony launched Sandbag in 2008 to raise public awareness of and improve the European Union's Emissions Trading Scheme (ETS).

 

Life of the company

 

The company does not have a fixed life, however, the Board considers it desirable that shareholders should have the opportunity to review the future of the company every three years. Accordingly, the directors will propose Resolution 10 of the notice of the meeting, as an ordinary resolution for the continuation of the company in its current form at the AGM of the company to be held on 14 September 2023. The Directors have no indication that the vote will not pass and will all be voting in favour of continuation, and we encourage shareholders to do the same.

 

Outlook

 

The Jupiter Environmental Solutions team has a long-established record of investing in emerging and established Green technologies, and it is their long-held conviction that solving environmental challenges will be critical to continued global development.

 

Addressing both the causes and effects of these climate challenges will become inevitable, and as such Environmental Solutions as an asset class are no longer deemed peripheral. The development of technologies through innovation are key to combatting the world's climate and environmental crisis. These solutions are now setting the pace for policy and regulation - a welcome reversal to the previous relationship. The scale of change required to reverse global warming is creating significant opportunities for investors to support environmental solutions companies, which provide products and services which are critical to achieving sustainability targets. It is becoming ever more evident that these solutions will spread widely and to as-yet unpenetrated sectors of the global economy.

 

Governments are likely to continue to play a major role, in terms to encouraging the development of environmental solutions as part of the path to achieving net zero by 2050, and through the regulation of all companies to improve transparency around climate and biodiversity impact.

 

As attitudes toward addressing climate solutions shift, there is a broadening of the value chain beyond the conventional lens. The opportunities throughout the market that this creates will be plentiful and we firmly believe the Jupiter Green Investment Trust remains well-positioned to identify them.

 

Michael Naylor

Chairman

12 July 2023     

 

Investment Adviser's Review

 

Market review

 

The first several months of the period under review were characterised by a continued slump in global stock and bond markets as concerns grew around persistent inflation, moderating economic growth and hawkish central bank policy. In Europe, energy prices surged as Russia cut supplies in retaliation for sanctions related to the war in Ukraine. In China, the economy was constrained by a faltering property market and lockdowns intended to control COVID-19.

 

Markets began to pick up in the second half of 2022 and into the first quarter of 2023, latterly due to investor optimism from China's reopening. European stocks benefited in-part from being one of their largest trading partners and the market continued to rebound in the region on falling natural gas prices and improving investor sentiment from depressed levels. In the US, gradually moderating inflation and signals of economic resilience led the market to view the Federal Reserve's slowing pace of interest rate rises as a signal that a deep recession can be averted.

 

In July, a largely unexpected breakthrough in Washington led to the Inflation Reduction Act (IRA), which was subsequently passed by Congress in August. The Act represents the largest government investment in addressing climate change in US history and provides $370bn over 10 years for climate solutions.

 

In response to the US Inflation Reduction Act (IRA) published last year, the European Commission published two important components of its Green Deal Industrial Plan in March: (1) the Net-Zero Industry Act, to scale up manufacturing and attract investment for strategic net-zero technologies in the EU; and (2) the Critical Raw Materials Act to ensure the EU's access to resilient and sustainable supply of critical raw materials.

 

Policy review

 

The Company's approach to investing in sustainable solutions remains focussed on six environmental solutions themes:

 

■   Circular economy: solutions for sustainable materials and resource stewardship

 

■   Clean energy: generation, storage and distribution

 

■   Sustainable Oceans & Freshwater Systems: conservation and management

 

■   Green Mobility: technologies and services for sustainable movement

 

■   Green Buildings & Industry: enabling a low carbon transition

 

■   Sustainable Agriculture & Land Ecosystems: solutions protecting natural resources and well-being

 

 

Within those themes, the Company is focused on companies - many of them on the smaller end of the market capitalisation spectrum - that are at the forefront of innovating technological solutions to environmental challenges with a large potential market ('innovators'), as well as companies that are already rapidly delivering proven solutions in their markets ('accelerators'). We believe this approach should deliver attractive capital growth to shareholders over the long term.

 

Despite the economic turbulence and volatility across investment markets, the period under review offered continued evidence that the Company's focus on global environmental solutions can deliver attractive investment returns. In the wake of passage of the US IRA (which we believe will in time present a multi-year catalyst for environmental solutions), the Clean Energy theme, which includes companies such as First Solar, was particularly buoyant.

 

Infineon and Monolithic Power also both performed well. We added to these two names in Q4 following a sell-off across much of the semiconductor sector, which overlooked the structural growth opportunity and leadership both companies have in energy-efficient power solutions.

 

Another key contributor to performance was Ansys (which was bought during the period). Ansys is the world's leading engineering simulation software provider with diversified end-market exposure and a strong financial profile. Sitting in our Circular Economy theme, Ansys provides solutions to reduce customers' resource and material use by reducing physical prototypes in the R&D and testing phase of product development. Ansys released a strong set of full year results and guidance in February, which led to share price outperformance versus its peers.

 

The Sustainable Agriculture and Land theme was a notable detractor on a thematic basis, with European materials stocks such as DSM and Borregaard among the bottom of the portfolio contributors. A Eurocentric client base combined with energy cost pressures in Europe have presented a challenging near-term environment for such businesses. Another notable detractor was Advanced Drainage (Circular Economy), which issued a profits warning. In one of its divisions there was a destocking of inventories, which was more severe than management had anticipated and dampened expectations significantly.

 

Outlook

 

We have a long-held conviction that environmental challenges are central to global development in the long term. Addressing both the causes and effects of these challenges is in our view becoming inevitable, with environmental solutions currently crossing a watershed moment where they are no longer deemed peripheral, but instead integral to future pathways and markets.

 

The great energy shock of the last 18 months - and the critical role that "clean'' solutions are playing in responding to the long-term challenges of energy security, affordability and climate change - serve to highlight the crucial importance of environmental solutions in solving these unavoidable and era-defining issues.

 

 We expect the volatility in equity markets to continue into the near term, presenting opportunities for long-term active investors focussing on structural trends such as energy transition and more widely across our six environmental solution investment themes.

 

Jon Wallace

Fund Manager

Jupiter Asset Management Limited

Investment Adviser

12 July 2023

 

Top five contributors and detractors

 

Detail

 

 

 

Total Returns (%)

Contribution to Return (%)

Contributors

 

 

FIRST SOLAR INC

176.65

2.27

VALMONT INDUSTRIES

53.42

1.08

INFINEON TECHNOLOGIES AG

27.68

0.87

PRYSMIAN SPA

32.45

0.83

WATTS WATER TECHNOLOGIES- A

29.48

0.64

 

Detail

 

 

 

Total Returns (%)

Contribution to Return (%)

Detractors

 

 

ORSTED O/S

-25.91

-0.68

CERES POWER HOLDINGS PLC

-47.02

-0.72

HANNON ARMSTRONG SUSTAINABLE

-32.05

-0.98

BEFESA SA

-37.79

-1.01

KONINKLIJKE DSM NV

-29.11

-1.03

 

Investment Portfolio as at 31 March 2023

 




31 March 2023


31 March 2022



Market value

Percentage

Market value

Percentage

Company

Country of Listing

£'000

of Portfolio

£'000

of Portfolio







Veolia Environnement

France

1,851

3.4

1,824

3.4

Infineon Technologies

Germany

1,845

3.3

1,474

2.7

Evoqua Water Technologies

United States of America

1,785

3.2

2,176

4.0

Prysmian

Italy

1,728

3.1

1,329

2.5

Schneider Electric

France

1,707

3.1

1,684

3.1

Monolithic Power Systems

United States of America

1575

2.9

1,537

2.9

Vestas Wind Systems

Denmark

1,575

2.9

1,530

2.8

Stantec

Canada

1,551

2.8

1,042

1.9

Daikin Industries

Japan

1,508

2.7

1,331

2.5

ANSYS

United States of America

1,494

2.7

-

-

Watts Water Technologies

United States of America

1,447

2.6

1,077

2.0

Waste Connections

Canada

1,415

2.6

-

-

Clean Harbors

United States of America

1,402

2.5

869

1.6

Acuity Brands

United States of America

1,371

2.5

931

1.7

SolarEdge Technologies

United States of America

1,319

2.4

1,316

2.5

Trimble

United States of America

1,301

2.4

-

-

NextEra Energy Partners

United States of America

1,287

2.3

1,657

3.1

Borregaard

Norway

1,277

2.3

1,248

2.3

Koninklijke DSM

Netherlands

1,272

2.3

1,830

3.4

First Solar

United States of America

1,263

2.3

1,125

2.1

Renewi

United Kingdom

1,225

2.2

1,336

2.5

Xylem

United States of America

1,186

2.2

776

1.5

Republic Services

United States of America

1,163

2.1

-

-

TOMRA Systems

Norway

1,145

2.1

1,176

2.2

Eurofins Scientific

Luxembourg

1,113

2.0

-

-

Orsted

Denmark

1,099

2.0

1,396

2.6

Alfa Laval

Sweden

1,045

1.9

-

-

Advanced Drainage Systems

United States of America

1,044

1.9

1,216

2.3

Aptiv

Jersey

1,021

1.9

1,023

1.9

Hannon Armstrong Sustainable






Infrastructure Capital, REIT

United States of America

972

1.8

1,513

2.8

Novozymes

Denmark

971

1.8

769

1.4

Littelfuse

United States of America

960

1.7

-

-

Shimano

Japan

944

1.7

881

1.6

Horiba

Japan

941

1.7

821

1.5

Daiseki

Japan

917

1.7

909

1.7

Ormat Technologies

United States of America

908

1.7

-

-

Befesa

Luxembourg

837

1.5

1,370

2.6

Flat Glass Group

China

830

1.5

852

1.6

Sensirion Holding

Switzerland

754

1.4

1,672

3.1

Re:NewCell

Sweden

745

1.4

810

1.5

Azbil

Japan

701

1.3

707

1.3

Ceres Power Holdings

United Kingdom

686

1.2

726

1.4

Atlas Copco

Sweden

617

1.1

600

1.1

 







Brambles

Australia

585

1.1

455

0.8

Innergex Renewable Energy

Canada

581

1.1

800

1.5

Corbion

Netherlands

579

1.0

573

1.1

Greencoat Renewables

Ireland

530

1.0

531

1.0

Sensata Technologies Holding

United Kingdom

529

1.0

900

1.7

Hoffmann Green Cement






Technologies

France

208

0.4

544

1.0

Agronomics

Isle of Man

193

0.3

339

0.6

Agronomics Warrant






11/12/2023

Isle of Man

-

-

-

-

Total Investments


55,002

100.0



 

The holdings listed above are all equity shares unless otherwise stated

 

Cross Holdings in other Investment Companies

 

As at 31 March 2023, 1.0% of the Company's total assets was invested in Greencoat Renewables, an Irish listed investment Company.

 

Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of the total assets of the Company (before deducting borrowed money) in other investment companies (including investment trusts) listed on the Main Market of the London Stock Exchange, it is the directors' current intention that the Company invests not more than 5% in other investment companies.

 

Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector

 

Analysis of Investments by Investment Theme and Stage of Development

As at 31 March 2023 (ex-cash)




Environmental theme

 

 




 

 

Sustainable

Sustainable

 


 

 

Green

 

agriculture

Ocean &

 


Circular

Clean

Buildings &

Green

and Land

Freshwater

 


economy

Energy

Industry

Mobility

ecosystems

Systems

Total

Stage of Development

%

%

%

%

%

%

%









Innovators*

3.92

3.54

0.39

0.00

0.35

0.00

8.20









Accelerators*

10.64

17.92

20.74

3.60

11.85

7.29

72.04









Leaders*

9.72

0.00

3.02

4.39

0.00

2.63

19.76









Total 2023

24.28

21.46

24.15

7.99

12.20

9.92

100.00

 

* Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market. Established leaders are larger companies which have developed a commanding presence in their chosen markets.

 

Analysis of Investments by Geography and Economic Sector

As at 31 March 2023 (ex-cash)

 


United








States of



United





America

Japan

France

Kingdom

Denmark

Others

Total

Sectors

%

%

%

%

%

%

%









Basic Materials

-

-

-

-

-

3.7

3.7









Consumer Discretionary

-

1.7

-

-

-

1.9

3.6









Consumer Staples

-

-

-

-

-

3.3

3.3









Energy

4.7

-

-

1.2

2.9

-

8.8









Health Care

-

-

-

-

1.8

2.3

4.1









Industrials

13.3

5.7

3.5

1.0

-

15.0

38.5









Real Estate

1.8

-

-

-

-

-

1.8









Technology

5.6

-

-

-

-

3.3

8.9









Utilities

11.8

1.7

3.4

2.2

2.0

6.2

27.3









Total 2023

37.2

9.1

6.9

4.4

6.7

35.7

100.0

 

 

Strategic Review

 

The Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

 

The Strategic Report seeks to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review.

 

Business and Status

 

During the year the Company carried on business as an investment trust with its principal activity being portfolio investment. The Company has been approved by HM Revenue & Customs ('HMRC') as an investment trust subject to the Company continuing to meet the eligibility conditions of sections 1158 and 1159 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the Directors, the Company has conducted its affairs in the appropriate manner to retain its status as an investment trust.

 

The Company is a public limited Company and is an investment Company within the meaning of section 833 of the Companies Act 2006. It is also an Alternative Investment Fund (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive.

 

The Company has a fixed share capital although it may issue or purchase its own shares subject to shareholder approval, usually sought annually.

 

The Company is not a close Company within the meaning of the provisions of the Corporation Tax Act 2010 and has no employees.

 

The Company was incorporated in England & Wales on 12 April 2006 and started trading on 8 June 2006, immediately following the Company's launch.

 

Reviews of the Company's activities are included in the Chairman's Statement and Investment Adviser's Review.

 

There has been no significant change in the activities of the Company during the year to 31 March 2023 and the Directors anticipate that the Company will continue to operate in the same manner during the current financial year.

 

Investment Objective

 

The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions.

 

Investment Strategy

 

The Investment Adviser has adopted a bottom-up approach. The Investment Adviser, supported by Jupiter's Governance and Sustainability team, researches companies, ensuring that each potential investment falls within the Company's stated investment policy. Consideration is also given to a potential investment's risk/return profile and growth prospects before an investment is made. Once companies operating within the appropriate theme have been identified and due diligence has been carried out, the Investment Adviser will decide whether a particular investment would be appropriate.

 

Investment Policy

 

From the year ended 31 March 2021, the Company's investment focus was adjusted towards a greater emphasis on Companies which are innovating technological solutions to sustainability challenges ('innovators') and companies that are already rapidly delivering proven sustainable solutions in their markets ('accelerators'). A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions.

 

The following investment restrictions are observed:

 

■   no more than 5% of the Company's total assets (at the time of such investment) may be invested in unlisted securities;

 

■   no more than 15% of the total assets of the Company (before deducting borrowed money) is lent to or invested in any one Company or group at the time the investment or loan is made. For this purpose any existing holding in the Company or group concerned is aggregated with the proposed investment;

 

■   distributable income is principally derived from investments;

 

■   not more than 10%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) is invested in other UK listed investment companies (including investment trusts) listed on the Official List. Whilst the requirements of the UK Listing Authority permit the Company to invest up to this 10% limit, it is the Directors' current intention that the Company invests not more than 5%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) in such other investment companies; and

 

■   the Company at all times invests and manages its assets in a way which is consistent with its objective of spreading investment risk.

 

 

In accordance with the requirements of the UK Listing Authority, any material changes in the principal investment policies and restrictions of the Company would only be made with the approval of shareholders by ordinary resolution.

 

Future Developments

 

It is the Board's ambition to continue to grow the asset base of the Company through a combination of organic growth of net asset value and issuance of new shares with a view to achieving the critical mass necessary to attract broader demand from large national discretionary wealth managers, and other long-term institutional buyers of investment trust shares.

 

Benchmark Index

 

The Company's benchmark is the MSCI World Small Cap Index.

 

Management

 

The Company has no employees and most of its day to day responsibilities are delegated to Jupiter Asset Management Limited ('JAM'), who act as the Company's Investment Adviser and Company secretary. Further details of the Company's arrangement with JAM and the Alternative Investment Fund Manager ('AIFM'), Jupiter Unit Trust Managers Limited, can be found in Note 22 to the accounts. Both JAM and JUTM are part of the Jupiter Group which comprises Jupiter Fund Management PLC and all of its subsidiaries ('Jupiter').

 

J.P. Morgan Europe Limited ('JPMEL') acts as the Company's depository. The Company has also entered into an outsourcing arrangement with J.P. Morgan Chase Bank N.A. ('JPMCB') for the provision of accounting and administration services.

 

Although JAM is named as the company secretary, JPMEL provides administrative support to the Company secretary as part of its formal mandate to provide broader fund administration services to the Company.

 

Viability Statement

 

In accordance with Provision 36 of the Code of Corporate Governance as issued by the Association of Investment Companies in February 2019 (the 'AIC Code'), the Board has assessed the prospects of the Company over a longer period than the twelve months required by the 'Going Concern' provision, reviewing in line with the three year cycle of the continuation vote. In doing so the Board believes that there will be no issue in the next continuation vote being passed. The Company's investment objective is to achieve capital growth and income, both over the long term and the Board regards the Company as a long-term investment.

 

The Board has considered the Company's business model including its investment objective and investment policy as well as the principal and emerging risks and uncertainties that may affect the Company.

 

In addition, the Board has considered the reporting produced by the Jupiter Investment Risk Team concerning a number of potential future scenarios resulting from ongoing market volatility. The Board continues to monitor income and expense forecasts for the Company.

 

The Board has noted that:

 

■     The Company holds a highly liquid portfolio invested predominantly in listed equities.

 

■      The investment management fee is the most significant expense of the Company. It is charged as a percentage of the portfolio value and so would reduce if the market value of the portfolio were to fall. The remaining expenses are more modest in value and are predicable in nature.  No significant increase to ongoing charges or operational expenses is anticipated.

 

■     Green and sociably responsible investing is now high on the agenda of many retail investors and that the Company is well placed to attract these retail investors through targeted marketing.

 

■     Climate change is a key issue for asset managers and their investors. ESG issues are integrated into the Company's investment processes and these are continually monitored to ensure that the investment objectives are followed to mitigate any risk of the perception of greenwashing and any related litigation.

 

■     The Board is satisfied that Jupiter and the Company's other key third-party suppliers maintain suitable processes and controls to ensure that they can continue to provide their services to the Company.

 

 

The Board has therefore 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 next three years.

 

As part of its assessment, the Board has noted that shareholders will be required to vote on the continuation of the Company at the 2023 AGM.

 

Further information regarding the planned life of the Company can be found within the Report and Accounts.

 

Gearing

 

Gearing is defined as the ratio of a Company's debt less cash held compared to its equity capital, expressed as a percentage. The effect of gearing is that in rising markets the Company tends to benefit from any growth of the Company's investment portfolio above the cost of payment of the prior ranking entitlements of any lenders and other creditors. Conversely, in falling markets the Company suffers more if the Company's investment portfolio underperforms the cost of those prior entitlements.

 

The Company may utilise gearing at the director's discretion for the purpose of financing the Company's portfolio and enhancing shareholder returns. In particular, the Company may be geared by bank borrowings which will rank in priority to the ordinary shares for repayment on a winding up or other return of capital.

 

The Articles provide that, without the sanction of the Company in a general meeting, the Company may not incur borrowings above a limit of 25% of the Company's total assets at the time of drawdown of the relevant borrowings.

 

Loan facility

 

The Company has a revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million which the Investment Adviser has been authorised by the Board to draw down for investment purposes. The facility to gear the Company's investment portfolio is deployed tactically by the Investment Adviser with a view to enhancing shareholder returns. The Directors have determined that the maximum level of gearing will be 25% of the Company's total assets at the time of

 

drawdown. The finance costs shown in the Statement of Comprehensive Income are in respect of interest charges on the utilised balance along with the costs incurred for non-utilisation of the facility during the year to the end of the loan term.

 

Use of Derivatives

 

The Company may invest in derivative financial instruments comprising options, futures and contracts for difference for investment, hedging and efficient portfolio management, as more fully described in the investment policy. There is a risk that the use of such instruments will not achieve the goals desired. Also, the use of swaps, contracts for difference and other derivative contracts entered into by private agreements may create a counterparty risk for the Company. This risk is mitigated by the fact that the counterparties must be institutions subject to prudential supervision and that the counterparty risk on a single entity must be limited in accordance with the individual restrictions. There were no open derivatives at year end.

 

Currency Hedging

 

The Company's accounts are maintained in sterling while investments and revenues are likely to be denominated and quoted in currencies other than sterling. Although it is not the Company's present intention to do so, the Company may, where appropriate and economic to do so, employ a policy of hedging against fluctuations in the rate of exchange between sterling and other currencies in which its investments are denominated.

 

Key Performance Indicators

 

At their quarterly Board meetings the Directors consider a number of performance indicators to help assess

the Company's success in achieving its objectives. The key performance indicators used to measure the

performance of the Company over time are as follows:

 

■    Net asset value changes over time;

 

■    Ordinary share price movement;

 

■    A comparison of ordinary share price and net asset value to benchmark;

 

■    Discount and premium to net asset value; and

 

■    Growth in assets under management.

 

Information on some of the above key performance indicators and how the Company has performed against them can be found within the Report and Accounts.

 

In addition, a history of the net asset values, the price of the ordinary shares and the benchmark index are shown on the monthly factsheets which can be viewed on the Investment Adviser's website www.jupiteram.com/JGC and which are available on request from the company secretary.

 

Discount to Net Asset Value

 

The Directors review the level of the discount or premium between the middle market price of the Company's ordinary shares and their net asset value on a regular basis.

 

The Directors have powers granted to them at the last AGM to purchase ordinary shares and either cancel or hold them in treasury as a method of controlling the discount to net asset value and enhancing shareholder value.

 

The Company repurchased 328,726 ordinary shares for holding in treasury during the year under review at a discount of 14.40%.

 

Under the Listing Rules, the maximum price that may currently be paid by the Company on the repurchase of any ordinary shares is 105% of the average of the middle market quotations for the ordinary shares for the five business days immediately preceding the date of repurchase. The minimum price will be the nominal value of the ordinary shares. The Board is proposing that its authority to repurchase up to approximately 14.99% of its issued share capital should be renewed at the AGM. The new authority to repurchase will last until the conclusion of the AGM of the Company in 2023 (unless renewed earlier). Any repurchase made will be at the discretion of the Board in light of prevailing market conditions and within guidelines set from time to time by the Board, the Companies Act, the Listing Rules and Model Code.

 

Treasury Shares

 

In accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the 'Regulations') which came into force on 1 December 2003 any ordinary shares repurchased, pursuant to the above authority, may be held in treasury. These ordinary shares may subsequently be cancelled or sold for cash. This would give the Company the ability to reissue shares quickly and cost effectively and provide the Company with additional flexibility in the management of its capital. The Company issued 2,567 ordinary shares from treasury during the year under review.

 

Principal and Emerging Risks and Uncertainties

 

The Directors confirm that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit Committee reviews the Company's risk control summary at each meeting, and as part of this process, gives consideration to identifying emerging risks. Any emerging risks that are identified, that are considered to be of significance will be recorded on the Company's Risk Control Summary with any mitigations. In carrying out this assessment, consideration is being given to the current market conditions which may impact the Company. No emerging risks have been identified.

 

Investment policy and process - Inappropriate investment policies and processes may result in under performance against the prescribed benchmark index and the Company's peer group.

 

The Board manages these risks by ensuring a diversification of investments and regularly reviewing the portfolio asset allocation and investment process. In addition, certain investment restrictions have been set and these are monitored as appropriate.

 

Investment Strategy and Share Price Movements -The Company is exposed to the effect of variations in the price of its investments. A fall in the value of its portfolio will have an adverse effect on shareholders' funds. It is not the aim of the Board to eliminate entirely the risk of capital loss, rather it is its aim to seek capital growth. The Board reviews the Company's investment strategy and the risk of adverse share price movements at its quarterly Board meetings taking into account the economic climate, market conditions and other factors that may have an effect on the sectors in which the Company invests. There can be no assurances that appreciation in the value of the Company's investments will occur but the Board seeks to reduce this risk.

 

Liquidity Risk - The Company may invest in securities that have a very limited market which will affect the ability of the Investment Adviser to dispose of securities when it is no longer felt that they offer the potential for future returns. Likewise the Company's shares may experience liquidity problems when shareholders are unable to realise their investment in the Company because there is a lack of demand for the Company's shares. At its quarterly meetings the Board considers the current liquidity in the Company's investments and the level of liabilities when setting restrictions on the Company's exposure. The Board also reviews, on a quarterly basis, the Company's buy-back programme and in doing so is mindful of the liquidity in the Company's shares.

 

Gearing Risk - The Company's gearing can impact the Company's performance by accelerating the decline in value of the Company's net assets at a time when the Company's portfolio is declining. Conversely gearing can have the effect of accelerating the increase in the value of the Company's net assets at a time when the Company's portfolio is rising. The Company's level of gearing is under constant review by the Board who take into account the economic environment and market conditions when reviewing the level.

 

Regulatory Risk - The Company operates in a complex regulatory environment and faces a number of regulatory risks. A breach of section 1158 of the Corporation Tax Act 2010 could result in the Company being subject to capital gains tax on portfolio movements. Breaches of other regulations such as the UKLA Listing rules, could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers such as the Investment Adviser could also lead to reputational damage or loss. The Board monitors regulatory risks at its quarterly Board meetings and relies on the services of its Company secretary, JAM, and its professional advisers to ensure compliance with, amongst other regulations, the Companies Act 2006, the UKLA Listing Rules, the FCA's Disclosure Guidance and Transparency Rules and the Alternative Investment Fund Managers' Directive. In order to ensure that the Company remains compliant, the Board directly and via the Audit Committee/ Management Engagement Committee receives regular updates from the Investment Adviser and the Company's other key service providers. The Investment Adviser is contractually obliged to ensure that its conduct of business conforms to applicable laws and regulations.

 

Credit and Counterparty Risk - The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. Further details of the management of this risk can be found in Note 13 to the accounts of the Annual Report.

 

Loss of Key Personnel - The day-to-day management of the Company has been delegated to the Investment Adviser. Loss of the Investment Adviser's key staff members could affect investment return. The Board is aware that JAM recognises the importance of its employees to the success of its business. Its remuneration policy is designed to be market competitive in order to motivate and retain staff and succession planning is regularly reviewed. The Board also believes that suitable alternative experienced personnel could be employed to manage the Company's portfolio in the event of an emergency.

 

Operational - Failure of the core accounting systems, or a disastrous disruption to the Investment Adviser's business or that of the administration provider JPMCB, could lead to an inability to provide accurate reporting and monitoring.

 

Financial - Inadequate financial controls could result in misappropriation of assets, loss of income and debtor receipts and inaccurate reporting of net asset value per share. The Board annually reviews the Investment Adviser's report on its internal controls and procedures.

 

Details of how the Board monitors the operational services and financial controls of Jupiter and J.P. Morgan are included within the Internal Control section of the Report of the Directors.

 

Enterprise risk is reviewed twice a year, taking into its remit emerging risks as they become immediate, whist still maintaining a long-term perspective where they are evolving at a fast rate. Climate change and its potential impacts is under scrutiny at every meeting, this being the very purpose of the Company.

 

Climate Change - the impact of climate change risk has been considered and it is concluded that it does not have a material impact on the Company's investments. In line with IFRS investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at the Statement of Financial Position date and therefore reflect market participants view of climate change. Given the nature of the Company all investments are monitored to ensure that they are in line with the investment objective to mitigate any risk of

the perception of greenwashing and any related litigation.

 

Geopolitical - There is increasing risk to market stability and investment opportunities from geopolitical conflicts such as between Russia and Ukraine.

 

The Company has no exposure to Russian Stocks.

 

Capital Gains Tax Information

 

The closing price of the ordinary shares on the first date of dealing for capital gain tax purposes was 99p.

 

Directors

 

Details of the Directors of the Company and their biographies are set out within the Report and Accounts.

 

The Company's policy on Board diversity is included in the Corporate Governance section of the Report of the Directors.

 

As at 31 March 2023, the Board comprises of one female and three male Directors.

 

Employees, Environmental, Social and Human Rights issues

 

The Company has no employees as the Board has delegated the day to day management and administration functions to JUTM, JAM and other third-party suppliers. There are therefore no disclosures to be made in respect of employees.

 

Integration of Environmental, Social and Governance ('ESG') considerations into the Investment Adviser's Investment Process

 

JAM has a 30 year record of integrating ESG factors into the investment process. Its Governance and Sustainability team leverages its relationships with partner organisations such as the UN Principles for Responsible Investment ("UN PRI"), the Investor Forum and Institutional Investors Group on Climate Change ("IIGCC") and regularly engages with these and other industry bodies to ensure it remains at the forefront of ESG integration. Where relevant, lessons learned are disseminated across JAM's wider investment team via its Stewardship Committee. JAM considers stewardship to be an integral component of its investment process. Typically, JAM does not seek to exclude companies based on headline risk factors, disclosures or practices, instead believing that engagement aimed at enhancing long-term outcomes for investors requires a more rigorous and nuanced approach. Moreover, the Investment Adviser is of the view that compelling opportunities can arise in companies where there is evidence of positive change in the areas of environmental and social risk mitigation and governance practices, but where the market may be yet to reflect this in investee Company share prices.

 

Modern Slavery Act

 

The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human trafficking statement. As the Company has no employees and does not supply goods and services, it is not required to make such a statement.

 

Global Greenhouse Gas Emissions

 

The Company has no greenhouse gas emissions to report from its operations as the day to day management and administration functions have been outsourced to third-parties and it neither owns physical assets, property nor has employees of its own. It therefore does not have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report on Directors' Reports) Regulations 2013.

 

Section 172 Statement

 

Under section 172 of the Companies Act 2006, the directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. This includes taking into consideration the likely consequences of their decisions on the long term and on the Company's stakeholders such as its shareholders, employees and suppliers, while acting fairly between stakeholders. The Directors must also consider the impact of the Company's decisions on the environment, the community and its reputation for maintaining high standards of business conduct.

 

The Company ensures that the Directors are able to discharge this duty by, amongst other things, providing them with relevant information and training on their duties. The Company also ensures that information pertaining to it is provided, as required, to the Directors as part of the information presented in regular Board meetings in order that stakeholder considerations can be factored into the Board's decision-making. The Directors' responsibilities are also set out in the schedule of matters reserved for the Board and the terms of reference of its committees, both of which are reviewed regularly by the Board. At all times the Directors can access as a Board, or individually, advice from its professional advisers including the company secretary and independent external advisers.

 

The Company's investment objective, to achieve capital and income growth over the long term, supports the Directors' statutory obligations to consider the long-term consequences of the Company's decisions. How the long-term focus of the Company is achieved, is set out in more detail in the Annual Report and above where the Investment Adviser's approach to environmental, social and governance issues is explained in the section entitled Integration of ESG considerations into the Investment Adviser's investment process. This approach is fundamental to the Company achieving long-term success for the benefit of all of its stakeholders.

 

The Company's corporate purpose is to generate a total return by investing in companies which are developing and implementing solutions for the world's environmental challenges. The Company is also aware of its own potential impact on the environment and has a number of practical policies in place to reduce that impact. Examples include the use and sharing of electronic documents by the Board rather than printing documentation and the provision of electronic copies of the annual report and accounts which are available to shareholders and others on the Company website. Where physical copies of the annual and half yearly financial reports are made, they use materials and processes designed to both minimise the environmental impact and to maximise the recycling potential as described in more detail on the inside back cover of this document. The proxy voting form previously printed in the annual report and accounts and posted back to the registrars has been removed and shareholders are invited to vote via the registrar's secure portal. The Board will continue to review its travel arrangements and will seek to minimise physical meetings. The Directors as a matter of course continue to seek new opportunities and to make use of new technologies and processes that will further enhance environmental operation of the Company.

 

Engagement with stakeholders and the effect on principal decisions

 

The Shareholders - The shareholders of the Company are both institutional and retail in nature and details of those with substantial shareholdings are detailed within the Report and Accounts.

 

The Board believe that shareholders have a vital role in encouraging a higher level of corporate performance and is committed to listening to the views of its shareholders and giving useful and timely information by providing open and accessible channels of communication including those listed below.

 

The AGM - The Company encourages participation from shareholders at its AGMs where they can communicate directly with the Directors and investment adviser. Given the environmental ethos of the Company shareholders are encouraged to submit their votes by proxy ahead of the meeting, or attend the meeting remotely, rather than attending in person. Further details of how the AGM will be held can be found within the Report and Accounts. The Board and investment adviser welcome your questions which may be submitted to Nick.Black@jupiteram.com. Subject to confidentiality, we will respond to any questions submitted either directly or by publishing our response on the company's website. All views of the shareholders will be taken into consideration and action taken where appropriate.

 

Online Information - The Company's website (www.jupiteram.com/JGC) contains the Annual and Half Yearly Financial Report along with monthly factsheets and commentaries and video updates from the investment adviser. The daily NAV per share, monthly top ten portfolio listings, dividend announcements and various regulatory announcements can be found on the regulatory news service of the London Stock Exchange. Jupiter Green Investment Trust PLC JGC Stock | London Stock Exchange.

 

Shareholder Communications

 

Shareholders can raise issues or concerns at any time by writing to the Chairman or the Senior Independent Director at the registered office.

 

Further details about how the Board incorporates the views of the company's shareholders in its decision-making process can be found in the UK Stewardship Code and the Exercise of Voting Powers section. Further information about how the Board ensures that each director develops an understanding of the views of the Company's shareholders and can be found in the section entitled Shareholder Relations.

 

The Investment Adviser

 

The investment management function is critical to the long-term success of the Company. The Board and the  investment adviser maintain an open and constructive relationship, with meetings taking place a minimum of four times per annum with monthly updates and additional meetings as circumstances require. The Audit Committee meets at least twice a year and as part of its role considers the internal controls put in place by the investment adviser.

 

The 'Management of the Company' section in the report details the Board's consideration of the investment adviser's performance, its terms of appointment and their annual assessment of its continued stewardship of the portfolio and its oversight of the administrative functions. The day to day responsibilities of the Company are delegated to the investment adviser who is the key service provider and supplies investment management, administration and Company secretarial services. The investment adviser oversees the activities of the Company's other third-party suppliers on behalf of the Company and maintains open and collaborative relationships to maintain quality, efficiency and cost control through regular communication with dedicated members of the investment adviser's operational teams. The Board regularly reviews reports from its investment

adviser, the AIFM, the depositary, the Company broker, the investor relations research provider and the auditors. These provide vital information concerning changes in market practice or regulation which affect the Company and assist the Board in its decision-making process. Representatives from these providers attend Company Board meetings and give presentations on a regular basis enabling in depth discussions concerning both their findings and their performance.

 

The Board reviews the culture and values of the investment adviser as part of its ongoing assessment of its performance to ensure these are aligned to those of the Board. Further information on the investment adviser's culture and values can be found in the 'Integration of ESG considerations into the investment adviser's investment process' section of the Annual Report.

 

Other Third-Party Suppliers

 

As an externally managed investment Company with no employees or physical assets, the principal stakeholders of the Company are its shareholders, investment adviser, AIFM, depositary, custodian, administrator and registrar.

 

The Investment Adviser works with the key service providers to ensure the adequacy of the services provided to the Company. On occasion, representatives of the key service providers are invited to attend to present to the Board in addition to the regular updates provided by the Investment Adviser.

 

Principal Decisions

 

The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board discussions that appropriate attention is given to the short and long-term benefits for stakeholders. Examples of significant Board discussions and decisions made in the period are set out below:

 

·    Discount Management: Following discussion at the Board and with the Company's broker, the Board decided to use the share buy-back programme within agreed parameters. This resulted in a decision to buyback 328,726 ordinary shares of the Company during the year.

 

·    Board Evaluation: The independent non-executive directors undertake on, an annual basis, an appraisal in relation to their oversight and monitoring of the performance of the investment adviser and other key service providers. In addition the directors undertake, on an annual basis, a written assessment of the effectiveness of the Board as a whole by completion of a formal evaluation questionnaire. The SID also leads a formal evaluation of the performance of the Chairman.

 

·    Board Succession: In 2022, the Board decided that Michael Naylor should continue as Chairman of the Company for another 5 years. Although this exceeds the usual time that a director is appointed to an Investment Trust he remains independent of mind and given his skills, experience and knowledge of the Company the directors unanimously opined that he still had more to offer.

 

Simon Baker was appointed to the Board on 31 July 2015. The Annual General Meeting in September 2023 represents the eighth anniversary of his appointment. The Nomination Committee met on 4 July 2023 and concluded that although exceeding the usual tenure for a Director to be appointed to an investment trust his passion and dedication to the Company would be a benefit over the next 3 years.  Furthermore, the Directors noted that Simon Baker remained independent of mind and able to provide the appropriate level of challenge to portfolio managers.

·    Loan: A revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million was approved by the Board, and the Investment Adviser has been authorised by the Board to draw down for investment purposes. The Loan facility has been drawn down to £3 million of the £5 million facility.

 

·    Annual General Meeting: As a result of the additional cost and the level of take-up at the hybrid AGM, the Board decided that shareholders would be offered an opportunity to attend the AGM in person and ask questions.

 

·    Third-Party Suppliers: The Board decided to make no changes to its principal third party suppliers in the period.

 

·    Geopolitical Considerations: The Board has discussed the investment risks and risks in respect of third parties and has noted that the fund had no exposure to Russian stocks. The Board considers that the levels of risk within the Company are acceptable and in line with its investment objective.

 

In Summary

 

The structure of the Board and its various committees and the decisions it makes are underpinned by the duties of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the Company depends upon taking into account the interests of all the Company's key stakeholders.

 

Michael Naylor

Chairman

12 July 2023

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report and financial statements in accordance with UK 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 return or loss of the Company for that period.

 

In preparing those financial statements, the Directors are required to:

 

a)   select suitable accounting policies in accordance with UK adopted International Accounting standards 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

 

b)   present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

 

c)   provide additional disclosures when compliance with the specific requirements in UK adopted International Accounting standards is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance

 

d)   state that the Company has complied with UK adopted International Accounting standards subject to any material departures disclosed and explained in the financial statements; and

 

e)   make judgements and estimates that are reasonable and prudent.

 

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website www.jupiteram.com/JGC. The work carried out by the auditors does not include consideration of the maintenance and integrity of the website and accordingly the auditors accept no responsibility for any changes that have occurred to the financial statements when they are presented on the website.

 

The financial statements are published on www.jupiteram.com/JGC, which is a website maintained by Jupiter Asset Management Limited.

 

Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

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 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 Statement of Corporate Governance that comply with that law and those regulations.

 

Each of the Directors, who are listed the report, confirm to the best of their knowledge that:

 

a)   the financial statements, prepared in accordance with UK adopted International Accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

 

b)   the report includes a fair view of the development and performance of the business and the position of the Company together with a description of the principal and emerging risks and uncertainties that the Company faces; and

 

c)   in their opinion, the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy

 

So far as each Director is aware at the time the report is approved:

 

a)   there is no relevant audit information of which the Company's Auditors are unaware; and

 

b)   the Directors have taken all steps required of a Company director to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.

 

By order of the Board

Michael Naylor

Chairman

12 July 2023

 

Statement of Comprehensive Income

 

for the year ended 31 March 2023

 



Year ended 31 March 2023

Year ended 31 March 2022


 

Revenue

Capital

Total

Revenue

Capital

Total


Note

£'000

£'000

£'000

£'000

£'000

£'000

Loss on investments at fair value through








profit or loss

10

-

(265)

(265)

-

(356)

(356)

Foreign exchange gain


-

465

465

-

155

155

Income

3

759

-

759

692

-

692

Total income/(loss)


759

200

959

692

(201)

491

Investment management fee

4

(92)

(277)

(369)

(102)

(307)

(409)

Other expenses

5

(539)

-

(539)

(500)

-

(500)

Total expenses


(631)

(277)

(908)

(602)

(307)

(909)

Net return/(loss) before finance costs and tax


128

(77)

51

90

(508)

(418)

Finance costs

7

(27)

(82)

(109)

(10)

(29)

(39)

Return/(loss) on ordinary activities








before taxation


101

(159)

(58)

80

(537)

(457)

Taxation

8

(91)

-

(91)

(86)

-

(86)

Net loss after taxation


10

(159)

(149)

(6)

(537)

(543)

Loss per ordinary share

9

0.05p

(0.75)p

(0.70)p

(0.03)p

(2.51)p

   (2.54)p

Diluted Loss per ordinary share

9

0.05p

(0.75)p

(0.70)p

(0.03)p

(2.51)p

(2.54)p

 

*  There is no other comprehensive income and therefore the 'Net loss after taxation' is the total comprehensive expense for the year.

 

The total column of this statement is the income statement of the Company, prepared in accordance with UK adopted international accounting standards. The supplementary revenue return and capital return columns are both prepared under guidance produced by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations.

 

Statement of Financial Position as at 31 March 2023

 



2023

2022


Note

£'000

£'000

Non current assets




Investments held at fair value through profit or loss

10

55,002

53,776

Current assets



Prepayments and accrued income

11

1,459

181

Cash and cash equivalents


2,954

4,614



4,795

Total assets


58,571

Current liabilities



Other payables

12

(4,837)

(3,181)

Total assets less current liabilities


55,390





Capital and reserves



Called up share capital

15

34

34

Share premium

16

2,468

2,465

Redemption reserve*

17

239

239

Retained earnings*

18

51,837

52,652

Total equity shareholders' funds


55,390

Net Asset Value per ordinary share

19

258.43p

Diluted Net Asset Value per ordinary share

19

259.18p

 

* Under the company's Articles of Association, dividends may be paid out of any distributable reserve of the company.

 

Approved by the Board of directors and authorised for issue on 12 July 2023 and signed on its behalf by:

 

Michael Naylor

Chairman

 

Company Registration Number 05780006

 

Statement of Changes in Equity for the year ended 31 March 2023

 


Share

Share

Redemption

Retained



Capital

Premium

Reserve

Earnings

Total

For the year ended 31 March 2023

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2022

34

2,465

239

52,652

55,390

Net loss for the year

-

-

-

(149)

(149)

Ordinary shares reissued from treasury

-

3

-

3

6

Ordinary shares repurchased

-

-

-

(669)

(669)

Balance at 31 March 2023

34

2,468

239

51,837

54,578








Share

Share

Redemption

Retained



Capital

Premium

Reserve

Earnings

Total

For the year ended 31 March 2022

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2021

34

1,563

239

51,468

53,304

Net loss for the year

-

-

-

(543)

(543)

Dividend paid

-

-

-

(137)

(137)

Ordinary shares reissued from treasury

-

902

-

2,052

2,954

Ordinary shares repurchased

-

-

-

(188)

(188)

Balance at 31 March 2022

34

2,465

239

52,652

55,390

 

Dividends paid during the period were paid out of revenue reserves.

 

Cash Flow Statement for the year ended 31 March 2023

 



2023

2022


Note

£'000

£'000

Cash flows from operating activities




Investment income received (gross)


712

693

Deposit interest received


27

1

Investment management fee paid


(338)

(438)

Other cash expenses


(475)

(455)

Interest paid


(109)

(39)

Net cash outflow from operating activities before taxation


(183)

(238)

Taxation


(91)

(86)

Net cash outflow from operating activities

20

(274)

(324)

Net cash flows from investing activities




Purchases of investments


(12,177)

(14,268)

Sale of investments


10,989

11,161

Net cash outflow from investing activities


(1,188)

(3,107)

Cash flows from financing activities




Shares repurchased


(669)

(188)

Shares reissued from treasury


6

2,954

Drawdown of short-term bank loan


-

2,100

Equity dividends paid


-

(137)

Net cash (outflow)/inflow from financing activities

21

(663)

4,729

(Decrease)/increase in cash


(2,125)

1,298

Change in cash and cash equivalents




Cash and cash equivalents at start of year


4,614

3,161

Realised gain on foreign currency


465

155

Cash and cash equivalents at end of year


2,954

4,614

 

Notes to the accounts

1. Accounting policies

 

The Accounts comprise the financial results of the Company for the year to 31 March 2023. The Accounts are presented in pounds sterling, as this is the functional currency of the Company. The Accounts were authorised for issue in accordance with a resolution of the directors on 12 July 2023. All values are rounded to the nearest thousand pounds (£'000) except where indicated.

The accounts have been prepared in accordance with UK adopted International Accounting Standards.

Where presentational guidance set out in the Statement of Recommended Practice (SORP) for Investment Trusts issued by the Association of Investment Companies (AIC) in April 2021 is consistent with the requirements of UK adopted International Accounting Standards, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

 

Basis of preparation

 

In preparing these financial statements the Directors have considered the impact of climate change risk as a principal risk, and have concluded that it does not have a material impact on the Company's investments. In line with IFRS investments are valued at fair value, which for the Company are quoted prices for the investments in active markets at the Balance Sheet date and therefore reflect market participants view of climate change risk.

 

The financial statements have been prepared on a going concern basis. In considering this, the directors took into account the Company's investment objective, risk management policies and capital management policies, the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses as for the period to 31 July 2024, which is a period of at least 12 months from the date the financial statements were authorised for issue. The directors have also considered the continuation vote, due to be proposed at the upcoming AGM, and have no reason to believe that this resolution will not pass.

 

(a) Income recognition

 

Income includes dividends from investments quoted ex-dividend on or before the date of the Statement of Financial Position.

 

Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive Income.

 

Special dividends are treated as repayment of capital or as revenue depending on the facts of each particular case.

 

(b) Presentation of Statement of Comprehensive Income

 

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies (AIC), supplementary information which analyses the Statement of

Comprehensive Income between items of a revenue and capital nature has been presented alongside the statement.

 

An analysis of retained earnings broken down into revenue (distributable) items and capital (distributable) items is given in Note 19. Investment Management fees and finance costs are charged 75 per cent. to capital and 25 per cent. to revenue (2022: 75 per cent. to capital and 25 per cent. to revenue). All other operational costs (including administration expenses to capital) are charged to revenue.

 

(c) Basis of valuation of investments

 

Investments are recognised and derecognised on a trade date where a purchase and sale of an investment is under contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, being the consideration given.

 

All investments are classified as held at fair value through profit or loss. All investments are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income in the period in which they arise. The fair value of listed investments is based on their quoted bid price at the reporting date without any deduction for estimated future selling costs.

 

Foreign exchange gains and losses on fair value through profit and loss investments are included within the changes in the fair value of the investments.

 

For investments that are not actively traded and/or where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques. These techniques may draw, without limitation, on one or more of: the latest arm's length traded prices for the instrument concerned; financial modelling based on other observable market data; independent broker research; or the published accounts relating to the issuer of the investment concerned.

 

(d) Cash and cash equivalents

 

Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risks of changes in value.

 

(e) Foreign currencies

 

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date.

Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column depending on the nature of the underlying item.

 

(f) Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Statement of Financial Position.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised.

 

Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation of capital gains.

 

(g) Accounting developments

 

At the date of authorisation of the financial statements, the following amendment to the UK adopted International Accounting Standards and Interpretations was assessed to be relevant and is effective for annual periods beginning on or after 1 January 2023:

 

IAS 1: Effective for annual reporting periods beginning on or after 1 January 2023 Classification of Liabilities as Current or Non-current - Amendments to UK adopted International Accounting Standards 1. Effective for annual reporting periods beginning on or after 1 January 2024.

 

Definition of Accounting Estimates - Amendments to UK adopted International Accounting Standards IAS 8. Effective for annual reporting periods beginning on or after 1 January 2024.

 

Disclosure of Accounting Policies - Amendments to UK adopted International Accounting Standards IAS 1 and IFRS Practice Statement 2. Effective for annual reporting periods beginning on or after 1 January 2024.

 

Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to UK adopted International Accounting Standards 12. Effective for annual reporting periods beginning on or after 1 January 2024.

 

The directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the financial statements of the Company in future periods.

 

2. Significant accounting judgements, estimates and assumptions

 

Management have not applied any significant accounting judgements to this set of Financial Statements or those of the prior period other than the allocation of special dividends received between revenue and capital.

 

The allocation is dependent upon the underlying reason for the payment. Examples of capital events which would result in the dividend being allocated to capital is a return of capital to shareholders or proceeds from the disposal of assets. Examples of revenue events which would result in the dividend being allocated to revenue are the distribution of excess or exceptional profits in the year. The circumstances are reviewed by the manager making recommendations to the Board who determine the appropriate allocation.

 

The management make no other significant accounting estimates.

 

3. Income

 


Year ended

Year ended


31 March 2023

31 March 2022


£'000

£'000




Income from investments



Dividends from UK companies

-

21

Dividends from overseas companies

732

670

Deposit interest

27

1

Total income

759

692

 

Special dividends received in the year amounted to £0.02m (2022: £0.06m) allocated to revenue and £nil (2022: £nil) allocated to capital.

 

4. Investment management fee

 

 

Year ended 31 March 2023

Year ended 31 March 2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

Investment management fee

92

277

369

102

307

409

 

75% (2022: 75%) of the investment management fee is treated as a capital expense. Details of the investment management contract are given in Note 22.

 

5. Other expenses

 

 

Year ended 31 March 2023

Year ended 31 March 2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

Directors' remuneration

107

-

107

107

-

107

Auditors' remuneration including VAT - audit

62

-

62

44

-

44

Fund accounting

56

-

56

58

-

58

Broker fees

45

-

45

36

-

36

Registrar services

22

-

22

51

-

51

Professional and legal fees

49

-

49

30

-

30

Public Relations Fee

36

-

36

47

-

47

Other

162

-

162

127

-

127

 

539

-

539

500

-

500

 

6. Ongoing charges

 


Year ended

Year ended


31 March 2023

31 March 2022


£'000

£'000




Investment management fees

369

409

Other expenses

539

500

Total expenses (excluding finance costs)

908

909

Average net assets

52,866

58,063

Ongoing charges %

1.72

1.57

 

7.  Finance costs

 

 

Year ended 31 March 2023

Year ended 31 March 2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

Non-utilisation fee

2

5

7

3

9

12

Short-term loan interest

24

73

97

7

20

27

Bank overdraft interest

1

4

5

-

-

-

 

27

82

109

10

29

39

Finance costs are in respect of the costs incurred for non-utilisation and short-term loan interest during the year of the bank loan facility.

 

As at 31 March 2023, £3.0 million (2022: £3.0 million) was drawdown of the loan facility.

 

8. Taxation

 

 

Year ended 31 March 2023

Year ended 31 March 2022

 

Revenue

Capital

Total

Revenue

Capital

Total

Tax on ordinary activities

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

Overseas tax

91

-

91

86

-

86

 

The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the UK of 19% (2022: 19%).

 

The calculation is explained below:

 

Year ended

Year ended

 

31 March 2023

31 March 2022

 

£'000

£'000

 

 

 

Loss on ordinary activities before taxation

(58)

(457)

Corporation tax at 19% (2022: 19%)

(11)

(87)

Effects of

 

 

Exempt dividend income

(120)

(113)

Unrelieved tax losses and other deductions arising in the period

174

165

Capital expenses deductible for tax purposes

(68)

(64)

Foreign tax suffered

91

86

Tax free capital gain/(loss) in investments

(38)

38

Income taxed in different years

(3)

-

Double tax relief received

(2)

(3)

Current tax charge for the year

91

86

 

There are unrelieved management expenses at 31 March 2023 of £10,292,000 (2022: £9,374,000) but the related deferred tax asset at 25% (2022: 25%) has not been recognised. This is because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and,  accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing unrelieved expenses.

 

9.  Earnings per ordinary share

 

The earnings per ordinary share figure is based on the net loss for the year of £170,000 (2022: net loss £543,000) and on 21,300,543 (2022: 21,416,147) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as below.

 


Year ended

Year ended


31 March 2023

31 March 2022


£'000

£'000




Net revenue gain/loss

10

(6)

Net capital loss

(159)

(537)

Net total loss

(149)

(543)

Weighted average number of ordinary shares in issue during the year used for the



purposes of the undiluted calculation

21,300,543

21,416,147

Weighted average number of ordinary shares in issue during the year used for the



purposes of the diluted calculation

21,300,543

21,416,147

Undiluted






Revenue gain per ordinary share

0.05p

(0.03)p

Capital losses per ordinary share

(0.75)p

(2.51)p

Total losses per ordinary share

(0.70)p

(2.54)p

Diluted

 

 

Revenue gain per ordinary share

0.05p

(0.03)p

Capital losses per ordinary share

(0.75)p

(2.51)p

Total losses per ordinary share

(0.70)p

(2.54)p

 

Any ordinary shares to be issued under the ordinary subscription rules were dilutive for the year ended 31 March 2023 and 31 March 2022.

 

10. Non current assets

 

 

 

Year ended

Year ended

 

 

31 March 2023

31 March 2022

 

 

£'000

£'000

 

Market value of investments at beginning of year

53,776

51,025

 

Net unrealised losses at beginning of year

(18,919)

(22,322)

 

Cost of investments at beginning of year

34,857

28,703

 

Purchases at cost during year

13,748

14,268

 

Sales at cost during year

(6,742)

(8,114)

 

Cost of investments at end of year

41,863

34,857

 

Net unrealised gain at the year end

13,139

18,919

 

Market value of investments at end of year

55,002

53,776

 

 

 

 

 

 

Year ended

Year ended

 

 

31 March 2023

31 March 2022

 

 

£'000

£'000

 

 

 

 

 

Listed on UK stock exchange

2,633

3,909

 

Listed on overseas stock exchanges

52,369

49,867

 

Market value of investments at end of year

55,002

53,776

 

Gain/losses on investments

 

 

 

 

2023

2022

 

 

£'000

£'000

 

 

 

 

 

Net gains on sale of investments

5,515

3,047

 

Movement in unrealised losses

(5,780)

(3,403)

 

Loss on investments

(265)

(356)

 

Transaction costs

The following transaction costs were incurred during the year:

 


Year ended

31 March 2023

£'000

Year ended

31 March 2022

£'000

Purchases

6

15

Sales

6

6


12

21

 

11. Other Receivables

 

 

2023

2022

 

£'000

£'000

Sales for future settlement

1,268

-

Prepayments and accrued income

191

181

 

1,459

181

 

12. Other payables

 

 

2023

2022

 

£'000

£'000

 

 

 

Interest payable

13

2

Non-utilisation fee

-

1

Short-term bank loan

3,000

3,000

Other creditors

253

178

Purchases awaiting settlement

1,571

-

 

4,837

3,181

From 1 January 2022, the interest rate on the short-term bank loan changed from LIBOR to SONIA. This change had no material impact to the cost of the loan.

 

Bank loan

 

The Company's revolving bank loan is with RBS, with a loan facility available up to a maximum of £5 million (2022: same).

During the year the Company used the loan facility as follows:

 

Date

Amount Borrowed

Date Renewed

 

 

 

10 March 2022

£0.9 million

10 June 2022

13 March 2022

£2.1 million

14 June 2022

10 June 2022

£0.9 million

24 August 2022

14 June 2022

£2.1 million

24 August 2022

24

August 2022

£3.0 million

24 November 2022

24

November 2022

£3.0 million

24 February 2023

24

February 2023

£3.0 million

24 May 2023

 

As at 31 March 2023, the outstanding loan balance of £3.0 million was renewed on 24 February 2023. This was further renewed on 24 May 2023.

 

The Non-utilisation fee (Note 7) relate to the fee payable on the unutilised portion of the loan facility.

 

13. Derivatives and other financial instruments

 

Background

The Company's financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors.

 

During the year under review, the Company had little exposure to credit, cash flow and interest rate risks.

 

The principal risks the Company faces in its portfolio management activities are:

 

■   foreign currency risk

 

■   market price risks i.e. movements in the value of investment holdings caused by factors other than interest rate or currency movement

 

The investment adviser's policies for managing these risks are summarised below and have been applied throughout the year.

 

Foreign Currency Risk

 

A proportion of the company's portfolio is invested in overseas securities and their sterling value can be significantly affected by movements in foreign exchange rates. The Company does not normally hedge against foreign currency movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions.

 

Foreign currency sensitivity

 

The following table illustrates the sensitivity of the return after tax for the year to exchange rates for the Pound Sterling against the US Dollar, Euro, Japanese Yen, Norwegian Krone, Canadian Dollar, Danish Krone, Swedish Krona, Swiss Franc, Hong Kong Dollar and Australian Dollar. It assumes the following changes in exchange rates:

 

£/US Dollar +/-10% (2022 +/-5%)

£/Norwegian Krone +/-5%

£/Australian Dollar +/-5%


(2022: +/-5%)

(2022: +/-5%)

£/Japanese Yen +/-5% (2022: +/-5%)

£/Euro +/-5% (2022: +/-5%)

£/Swedish Krona +/-5%



(2022: +/-5%)

£/Danish Krone +/-5% (2022: +/-5%)

£/Canadian Dollar +/-10%

£/Hong Kong Dollar +/-10% (2022:


(2022: +/-5%)

+/-5%)

£/Swiss Franc +/-10% (2022: +/-5%)



 

These percentages have been determined based on market volatility in exchange rates over the previous twelve months. The sensitivity analysis is based on the Company's foreign currency financial instruments held at the date of each Statement of Financial Position.

 

If sterling had weakened against the currencies below this would have the following effect:

 



2023



2022



Impact on


Impact on

Impact on



revenue

capital


revenue

capital



return

return

Total

return

return

Total


£'000

£'000

£'000

£'000

£'000

£'000








US Dollar

(5)

2,608

2,603

(2)

1,228

1,226

Euro

(1)

580

579

(1)

678

677

Japanese Yen

-

249

249

-

231

231

Norwegian Krone

-

120

120

-

121

121

Canadian Dollar

-

212

212

-

92

92

Danish Krone

-

181

181

-

184

184

Swedish Krona

-

120

120

-

70

70

Swiss Franc

-

75

75

-

83

83

Hong Kong Dollar

-

83

83

-

42

42

Australian Dollar

-

29

29

-

23

23


(6)

4,257

4,251

(3)

2,752

2,749

 

13.    Derivatives and other financial instruments (continued)

 

If sterling had strengthened against the currencies below this would have the following effect:

 



2023



2022



Impact on

Impact on


Impact on



revenue

capital


revenue

capital



return

return

Total

return

return

Total


£'000

£'000

£'000

£'000

£'000

£'000








US Dollar

5

(2,608)

(2,603)

2

(1,228)

(1,226)

Euro

1

(580)

(579)

1

(678)

(677)

Japanese Yen

-

(249)

(249)

-

(231)

(231)

Norwegian Krone

-

(120)

(120)

-

(121)

(121)

Canadian Dollar

-

(212)

(212)

-

(92)

(92)

Danish Krone

-

(181)

(181)

-

(184)

(184)

Swedish Krona

-

(120)

(120)

-

(70)

(70)

Swiss Franc

-

(75)

(75)

-

(83)

(83)

Hong Kong Dollar

-

(83)

(83)

-

(42)

(42)

Australian Dollar

-

(29)

(29)

-

(23)

(23)


6

(4,257)

(4,251)

3

(2,752)

(2,749)

 

(b)   Market Price Risk

 

By the very nature of its activities, the Company's investments are exposed to market price fluctuations. Further information on the investment portfolio and investment policy is set out in the Investment Adviser's Review.

 

A portion of the financial assets of the Company are denominated in currencies other than sterling with the result that the Statement of Financial Position and total return can be significantly affected by currency movements.

 

Other price risk sensitivity

 

The following illustrates the sensitivity of the return after taxation for the year and the equity to an increase or decrease of 20% in the fair value of the Company's equities. This level of change is considered to be reasonably possible based on observation of market conditions during the year. The sensitivity analysis is based on the Company's equities at each financial position statement date, adjusted for the management fee paid in the year.

 

The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2023 is a decrease of £19,000 (2022: £19,000) and on the capital return is an increase of £10,943,000 (2022: £10,699,000).

 

The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2023 is an increase of £19,000 (2022: £19,000) and on the capital return is a decrease of £10,943,000 (2022: £10,699,000).

 

(c)   Interest rate risk

 

Interest rate movements may affect:

 

■   the fair value of investments of any fixed interest securities;

 

■   the level of income receivable from any floating interest-bearing securities, cash at bank and on deposit; and

 

■   the interest payable on the Company's floating interest term loans.

 

 

The financial assets (excluding short-term debtors and creditors) consist of:

 



2023



2022




Non-interest



Non-interest



Floating rate

bearing

Total

Floating rate

bearing

Total


£'000

£'000

£'000

£'000

£'000

£'000








Sterling

54

2,104

2,158

53

3,008

3,061

US Dollar

2,154

23,441

25,595

4,558

20,138

24,696

Euro

-

11,671

11,671

-

13,631

13,631

Japanese Yen

453

5,010

5,463

3

4,649

4,652

Norwegian Krone

124

2,422

2,546

-

2,424

2,424

Danish Krone

105

3,644

3,749

-

3,695

3,695

Hong Kong Dollar

-

830

830

-

852

852

Swedish Krona

-

2,408

2,408

-

1,410

1,410

Canadian Dollar

64

2,133

2,197

-

1,842

1,842

Swiss Franc

-

754

754

-

1,672

1,672

Australian Dollar

-

585

585

-

455

455


2,954

55,002

57,956

4,614

53,776

58,390

 

The floating rate assets consist of cash deposits at call. Sterling cash deposits at call earn interest at floating rates based on daily Sterling Overnight Index Average (SONIA) rates.

 

The non-interest bearing assets represent the equity element of the investment portfolio at 31 March 2023.

 

The financial liabilities consist of:



2023



2022




Non-interest



Non-interest



Floating rate

bearing

Total

Floating rate

bearing

Total


£'000

£'000

£'000

£'000

£'000

£'000








Sterling

-

3,000

3,000

-

3,000

3,000


-

3,000

3,000

-

3,000

3,000

 

 

The liability consists of a bank loan (see Note 12).

 

(d)   Interest rate sensitivity

 

As interest rates for any short-term loans are fixed at the commencement of the loan, only cash at call are subject to interest rate movement.

 

All such deposits at call earn interest at a daily rate. Therefore, if a sensitivity analysis was performed by increasing or decreasing the interest rates applicable to the Company's cash balances held at each reporting date, with all other variables held constant, there would be no material change to the profit after taxation or net assets for the year.

 

(e)   Credit and Counterparty Risk

 

Credit Risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for acquisitions or to repay deposits. The Company manages credit risk by using brokers from a database of approved brokers who have undergone rigorous due diligence tests by the Investment Adviser's Risk

 

Management Team and by dealing through JAM with banks approved by the Financial Conduct Authority. Any derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the fund manager; the Board of directors reviews it on a quarterly basis. The maximum exposure to credit risk as at 31 March 2023 was £4,428,000 (2022: £4,795,000) consisting of short-term debtors, cash and cash equivalents.

 

Impairment of financial instruments

 

The Company holds only trade receivables with no financing component and which have maturities of less than 12 months at amortised cost and, as such, has chosen to apply an approach similar to the simplified approach for expected credit losses (ECL) under IFRS 9 to all its trade receivables. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date.

 

The Company's approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

 

In the investment advisors' opinion, due to the low level of expected future losses on cash and receivables, no provision has been made for ECLs.

 

(f)    Liquidity Risk

 

Liquidity risk is not considered significant. All liabilities are payable within three months. The Company's assets comprise mainly readily realisable securities which can be sold to meet funding requirements if necessary. Short-term flexibility is achieved through the use of shortterm borrowings.

 

(g)   Fair Value hierarchy

 

IFRS 13 'Fair Value Measurement' requires an entity to classify fair value measurements using fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

 

Level 1 reflects financial instruments quoted in an active market.

 

Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables includes only data from observable markets.

 

Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the instrument and not based on available observable market data.

 

The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows:

 



2023




2022




Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000










Equity Investments

55,002

-

-

55,002

53,776

-

-

53,776


55,002

-

-

55,002

53,776

-

-

53,776

 

14.    Capital management policies and procedures

 

The Company's capital comprises the equity share capital, share premium and reserves as shown in the Statement of Financial Position.

 

The Board, with the assistance of the investment adviser, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

 

■   The need to buy back equity shares, either for cancellation or to hold in treasury, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium); and

 

■   The extent to which revenue in excess of that which is required to be distributed should be retained. During the period, the Company complied with the externally imposed capital requirements:

 

■   As a public Company, the Company has a minimum share capital of £50,000; and

 

■   In order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by Company law.

 

 

15.    Called-up share capital

 



2023


2022


Number

£

Number

£






Allotted, issued and fully paid





Ordinary shares of 0.1p each

33,724,958

33,725

33,724,958

33,725

 

2,567 new ordinary shares were issued from treasury on 13 April 2022. 1,524,328 new ordinary shares were issued from treasury between 6 April 2021 and 12 May 2021.

 

Between 23 June 2022 and 17 February 2023, 328,726 (0.97%) ordinary shares were repurchased into treasury. On 8 July 2021, 75,000 (0.22%) ordinary shares were repurchased into treasury.

 

12,617,803 ordinary shares were held in treasury at 31 March 2023 (31 March 2022: 12,291,644).

 

16.    Share Premium

 


2023

2022


£'000

£'000




At beginning of year

2,465

1,563

Premium on reissue of shares from treasury during the year

3

902

At end of year

2,468

2,465

 

2,567 shares were re-issued from treasury at a discount to NAV of 8.01% from the 2022 subscription price.

 

No shares were re-issued from treasury.

 

17.    Redemption reserve

 


2023

2022


£'000

£'000




At beginning of year

239

239

At end of year

239

239

 

 

18.    Retained earnings

 

The table below shows the movement in the retained earnings analysed between revenue and capital items.



2023



2022



Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000








At beginning of year

-

52,652

52,652

143

51,325

51,468

Net loss for the year

10

(159)

(149)

(6)

(537)

(543)

Dividends paid nil (2022: 0.64p)

-

-

-

(137)

-

(137)

Ordinary shares reissued from treasury

-

3

3

-

2,052

2,052

Ordinary shares repurchased

-

(669)

(669)

-

(188)

(188)

At end of year

10

51,827

51,837

-

52,652

52,652

 

There were no dividends paid during the year. All dividends are paid from the revenue reserve.

 

19.    Net asset value per ordinary share

 

The net asset value per ordinary share is based on the net assets attributable to the equity shareholders of £54,578,000 (2022: £55,390,000) and on 21,107,155 (2022: 21,433,314) ordinary shares, being the number of ordinary shares in issue at the year end, excluding treasury shares.

 


2023

2022




Undiluted



Ordinary shareholders' funds (£'000)

54,578

55,390

Number of ordinary shares in issue

21,107,155

21,433,314

Net asset value per ordinary share (pence)

258.58

258.43

Diluted



Ordinary shareholders' funds assuming exercise of Subscription shares (£'000)

60,333

61,106

Number of potential ordinary shares in issue

23,217,871

23,576,645

Net asset value per ordinary share (pence)

259.86p

259.18

 

The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2023: 2,110,716, 2022: 2,143,331) were converted into ordinary shares at the year end and is calculated using the net asset value per ordinary share at the prior year end. Any shares to be issued under the subscription rules were anti-dilutive for the year ended 31 March 2023. This is an annual opportunity for shareholders to subscribe for 1 new share for every 10 held and the price will be equal to the audited undiluted NAV per share from the previous year.

 

20.    Reconciliation of net cash outflow from operating activities

 


2023

2022


£'000

£'000




Net loss after taxation

(149)

(543)

Loss on investments at fair value through profit or loss

265

356

Increase in prepayments and accrued income

(10)

(24)

Increase in accruals and other creditors

85

42

Foreign exchange gain

(465)

(155)

Net cash outflow from operating activities

(274)

(324)

 

21.    Reconciliation of financial liabilities

 

 

At

 

 

At

 

1 April

Transactions

 

31 March

 

2022

In the year

Cashflow

2023

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Short-term bank loan

3,000

-

-

3,000

Sales of ordinary shares from treasury

-

(6)

6

-

Shares repurchased

-

669

(669)

-

Cash flows from financing activities

3,000

663

(663)

3,000

 

 

 

 

 

 

At

 

 

At

 

April

Transactions

 

31 March

 

2021

In the year

Cashflow

2022

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Short-term bank loan

900

-

2,100

3,000

Equity dividends paid

-

137

 

(137)

-

 

Sales of ordinary shares from treasury

-

(2,954)

2,954

 

-

 

Shares repurchased

-

188

(188)

 

-

 

Cash flows from financing activities

900

(2,629)

(4,729)

3,000

 

 

 

 

 

 

22.    Related parties

 

Jupiter Unit Trust Managers Limited ('JUTM'), the Alternative Investment Fund Manager, is a Company within the same group as Jupiter Asset Management Limited ('JAM'), the investment adviser. JUTM receives an investment management fee as set out below.

 

JUTM is contracted to provide investment management services to the Company subject to termination by not less than twelve months' notice by either party. The basis for calculation of the management fee charged to the Company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to £250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of any Jupiter managed investments.

 

The management fee payable to JUTM for the period 1 April 2022 to 31 March 2023 was £369,162 (year to 31 March 2022: £409,172) with £64,344 (31 March 2022: £33,296) outstanding at period end.

 

There are no transactions with the Directors other than aggregated remuneration for services as Directors as disclosed in the Directors' Remuneration Report and as set out in Note 5 to the Accounts and the beneficial interests of the Directors in the Ordinary shares of the Company.

 

The Company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year end (31 March 2022: Nil). No investment management fee is payable by the Company to Jupiter Asset Management Limited in respect of the Company's holdings in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or investment adviser.

 

All transactions with related parties were carried out on an arm's length basis.

 

23.    Contingent liabilities and capital commitments

 

There were no contingent liabilities or capital commitments at 31 March 2023 (2022: Nil).

 

24.    Post balance sheet events

 

Since the year end (1 April to 30 June) 439,300 ordinary shares were repurchased to be held in treasury and 13,639 ordinary shares were re-issued from treasury.

 

For further information, please contact:

Nick Black

Director- Investment Trusts

Jupiter Asset Management Limited, Company Secretary

investmentcompanies@jupiteram.com

020 3817 1000

12 July 2023

 

[END]

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