Final Results
Summary by AI BETAClose X
LONDON STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN UK SMALL CAP GROWTH & INCOME PLC
FINAL RESULTS FOR THE YEAR ENDED 31ST JULY 2025
Legal Entity Identifier: 549300PXALXKUMU9JM18
Information disclosed in accordance with the DTR 4.1.3
HIGHLIGHTS
JPMorgan UK Small Cap Growth & Income plc ('JUGI' or the 'Company') announces its full year results for the 12-months ended 31st July 2025.
· NAV total return of +0.6% for the year ended 31st July 2025, compared with Benchmark* return of +2.5%. Share price total return of -7.6%.
· Three years ended 31st July 2025, NAV total return of +22.7%; share price return of +26.6%. Both significantly outperformed the Benchmark return of +10.7%.
· Five years ended 31st July 2025, NAV total return of +57.2%; share price return of +67.8%. Both significantly outperformed the Benchmark return of +39.9%.
· Ten years ended 31st July 2025, NAV total return of +127.1% compared with +57.1% for the Benchmark. Share price return of +156.3%.
· Dividend per share of 15.04p paid for the year ended 31st July 2025. For the financial year commencing 1st August 2025, the Board announced its intention to pay dividends totalling 14.52p per share (3.63p per quarter).
*Benchmark: Numis Smaller Companies plus AIM index (excluding Investment Companies).
Katrina Hart, Chair of JUGI, commented:
"Despite the uncertainties of the investment climate, at home and abroad, there is cause for optimism on several fronts. UK equities have been trading at a hefty discount to both historical valuations and to most other major markets for some time. The discount on smaller cap stocks has been even greater. However, the rise in takeover activity, the increase in company share buybacks and recent positive changes to the UK Listing Rules, have all contributed to a tentative recovery in inflows into UK equities, which suggests that domestic and international investors are finally beginning to recognise the value on offer."
"We believe your Company is well-positioned to maintain its long track record of providing Shareholders with strong absolute returns and outperformance compared to its peers, as well as an attractive, predictable income stream."
Portfolio Managers, Georgina Brittain & Katen Patel, commented:
"The Numis Smaller Companies plus AIM (ex Investment Trusts) Index was up 2.5% for the year. Your Company underperformed during the year, producing a small positive total return on net asset value of 0.6%. It should be noted that excessive share price volatility, particularly in small and mid sized companies, often driven by macro newsflow, has made performance extremely tricky this year, but your Company remains ranked first quartile against small cap peers over one, three, five and ten years."
"The small cap area of the UK equity market is incredibly diverse, with over 1000 companies in our index. Therefore, despite the lacklustre macro backdrop, we continue to find exciting opportunities in our universe, and we believe we have many of them in our portfolio that will deliver strong returns into the future. The level of M&A, and the number of companies initiating share buy backs due to their undervalued equity in our area of the market, confirm the compelling investment case that we see, and it is notable that foreign investors have recognised this and have been allocating capital to the UK stock market."
CHAIR'S STATEMENT
Investment Comment & Performance
Global equity markets experienced bouts of significant volatility over the year ended 31st July 2025, largely due to the uncertainties created by the new US administration's erratic approach to trade relations. UK markets faced additional challenges on the home front. The incoming Government's first Budget increased employment costs, which undermined business confidence and stoked inflation. Although it has secured major trade agreements with the US, Europe and India in the year since taking office, there is limited evidence of progress on its core policy commitments to boost economic growth.
UK smaller cap companies struggled in this unsupportive environment and the Company's benchmark, the Numis Smaller Companies plus AIM (excluding Investment Companies) Index, returned a modest +2.5% over the 12 months to 31st July 2025, underperforming UK large caps and most other major markets. Your Company lagged its benchmark, generating a total return of +0.6% on net assets (with net dividends reinvested). Its share price declined by 7.6% overall during the period, having recovered much of the 15.6% fall suffered in the first half of the Company's financial year. These disappointing results mask the fact that many of the portfolio's holdings did well during the year. The underperformance was mainly the result of stock specific issues related to three portfolio holdings, as the Portfolio Managers explain in the report that follows.
As I noted in the Company's half year report, Shareholders should also take considerable comfort from the fact that such underperformance is a rare occurrence for your Company, which has outperformed its benchmark on an annualised basis in both NAV and share price terms over the three, five and ten year periods to 31st July 2025 - see detailed long-term performance on page 19 of the Company's Annual Report and Financial Statements for the year ended 31st July 2025 ('2025 Annual Report'). It consistently ranks in the top quartile across these time periods when compared to its most directly comparable peer group of investment companies, which have been carefully selected and continuously monitored by your Board.
The Investment Manager's Report on pages 14 and 15 of the 2025 Annual Report provides a commentary on performance, portfolio positioning and the investment outlook.
During the year the Company's discount widened. However, the Company's share price recovered in the second half of the year and the discount at which its shares trade relative to NAV narrowed from 10.3% at the end of the half year to 9.5% at the year end. This discount is still substantially wider than the 1.1% discount at which the Company's shares traded at the end of the previous financial year (to 31st July 2024). It is, however, narrower than the current average discount of the Company's UK smaller cap peers. Such discount widening has been a common experience for most investment trusts over the past couple of years, regardless of their strategy, as the sector has faced pressure from various sources. The sector has responded to current challenges with a greater focus on consolidation and undertaking unprecedented levels of share buybacks.
The Board believes that the Company's current discount is unjustified and we remain committed to supporting the share price via share buybacks (discussed further below), a reinvigorated marketing effort and active consideration of further corporate opportunities arising from the current dislocation within the investment trust sector. Your Company's superior performance record and share rating put it in a strong position to lead the ongoing process of rationalisation.
Revenue and Dividends
Following the Combination with JMF in 2024, the Company introduced an enhanced dividend policy, targeting a 4% annual yield based on the unaudited NAV as at the end of the preceding financial year-end. The Company now pays four equal quarterly interim dividends, declared in August, November, February and May and expected to be paid in October, January, April and July each year.
On 5th August 2025 the Company announced that the unaudited cum income net asset value at the close of business on 31st July 2025 (the Company's year-end) was 362.58 pence per share (2024: 376.24 pence per share). In line with the Company's distribution policy, the Directors declared the first quarterly interim dividend of 3.63 pence per share for the year ending 31st July 2026 (3.76 pence per share for the year ending 31st July 2025), which was paid on 1st October 2025. It is anticipated that three further interim dividend payments, each of 3.63 pence per share, will be made in January, April and July 2026. This will take the 2026 annual dividend to 14.52 pence per share (2025: 15.04 pence per share).
During the year ended 31st July 2025, the Company paid dividends totalling £20.3 million that were funded by a combination of a net revenue return of £13.2 million and distributable reserves of £7.1 million.
Gearing
The Company has maintained a fairly constant level of gearing, with the Board giving the Portfolio Managers flexibility to adjust the gearing tactically within a range of 10% net cash to 15% geared in normal markets. During the reporting period, the Company's gearing ranged from 7.2% to 11.5%, ending the financial year at 8.1%, as the Portfolio Managers took advantage of perceived attractive valuations.
Although gearing neither enhanced nor detracted from performance during the year under review, the Board believes that a moderate level of gearing is an efficient way to enhance long-term returns for Shareholders, albeit at the cost of a small increase in short-term volatility. The Board takes into consideration the cost of borrowing when arranging facilities for the Company. The level of gearing is regularly discussed with the Portfolio Managers and is adjusted by them to reflect short-term considerations within parameters set by the Board.
During the year, the Company secured a new £55 million 360 day revolving facility with Bank of America, offering improved and more flexible terms compared to the previous arrangement. The facility includes an option to increase the loan by £35 million up to £90 million. In July 2025, the Company exercised £5 million of this option, resulting in a total commitment of £60 million as of 31st July 2025.
Share Repurchases and Issuance
The Board closely monitors the relationship between the share price and net asset value. As in previous years, the Board's objective is to use the repurchase and allotment authorities to manage imbalances between the supply and demand for the Company's shares, with the intention of reducing the volatility of the discount or premium. The Company's broker and the Manager continually review the Company's rating and utilise the authority, in consultation with the Board, in normal market conditions and when it is considered that it will be effective and in the interests of all Shareholders.
During the 12 months to end July 2025, the Company repurchased 6,980,000 shares into Treasury (equivalent to 5.1% of the shares in issue at the start of the financial year) at an average discount of 10.9%. The Company did not issue any ordinary shares. As at 31st July 2025, despite buying back shares, the issued share capital (excluding shares held in Treasury) was 67% greater than before the Combination with JMF, giving us increased flexibility to support the share price.
As at the end of the reporting period there were 139,141,277 shares in issue (including 8,689,741 shares held in Treasury). Since the period end, as at 14th October 2025, the Company has repurchased a further 3,305,250 shares into Treasury (equivalent to 2.4% of the ordinary shares in issue as at 31st July 2025) at an average discount of 9.2%.
The Board believes this mechanism will continue to be helpful in supporting the Company's share price and therefore recommends that powers to repurchase up to 14.99% of the Company's shares (less shares held in Treasury) and the allotment of new shares or re-sale of shares out of Treasury up to approximately 10% as at the date of the AGM, be renewed.
Board of Directors and Succession Planning
As I noted in the Company's Half Year Report, the Combination with JMF has enabled the Board to benefit from the contribution of three new Directors joining from JMF. In particular, this has expanded the Board's competence in marketing and small cap operating experience.
Following the retirement of the Company's former Chair, Andrew Impey, and Richard Gubbins at the 2024 AGM, the Board now consists of five members. The Board believes that this number of Directors is appropriate to the needs of the Company, and that the Board has all the relevant skills and experience.
During the year, the Board, through its Nomination Committee, employed an independent board advisory consultant to facilitate a comprehensive evaluation of the Board, its Committees, the individual Directors and the Chair. This process comprised an external on-line evaluation and the report confirmed the effectiveness of the Board. In accordance with the FCA's new policy on diversity, the Board currently complies with the gender recommendation; it is committed to increasing other forms of diversity over time to ensure the Board's discussions always benefit from fresh and varied perspectives.
Annual General Meeting
The Company's thirty-fifth Annual General Meeting (AGM) will be held at 60 Victoria Embankment, London EC4Y 0JP on Thursday 27th November 2025 at 2.00 pm. The Board strongly encourages all Shareholders, whatever the size of their holding, to exercise their right to vote and hopes that many Shareholders will be able to attend. As with previous years, you will have the opportunity to hear from the Portfolio Managers and their presentation will be followed by a question and answer session. Shareholders wishing to follow the AGM proceedings but choosing not to attend will be able to view them live and ask questions through conferencing software. Details on how to register, together with access details, can be found on the Company's website: www.jpmorganuksmallcapgrowthandincomeplc.com, or by contacting the Company Secretary at jpmam.investment.trusts@jpmorgan.com.
In accordance with normal practice, all voting on the resolutions will be conducted on a poll. Due to technological reasons, Shareholders viewing the meeting via conferencing software will not be able to vote on the poll and we therefore encourage all Shareholders and particularly those who cannot attend physically, to submit their proxy votes in advance of the meeting, so that they are registered and recorded at the AGM. Proxy votes can be lodged in advance of the AGM either by post or electronically: detailed instructions are included in the Notes to the Notice of Annual General Meeting in the Annual Report. In addition, Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at the email address above. We will endeavour to answer relevant questions at the meeting or via the website depending on arrangements in place at the time.
If there are any changes to the above AGM arrangements, the Company will update Shareholders through the Company's website and, if appropriate, through an announcement on the London Stock Exchange.
Stay in Touch
Your Board would like to ensure Shareholders have regular information about the Company's progress. Please consider signing up for our email updates featuring news and views, as well as the latest performance of the portfolio. You can opt in via the QR Code on page 3 of the 2025 Annual Report or via the following link tinyurl.com/JUGI-Subscribe.
Outlook
While the UK's recent economic and political performance has been disappointing and global geopolitical tensions remain high, your Portfolio Managers and their wider team seek out companies that are nimble enough to steer their own path, whatever the economic and political backdrop. The recent positive performance of the majority of the portfolio's holdings, along with the Company's strong long-term track record, provide ample evidence of the Portfolio Managers' skill at identifying such flexible, resilient companies with exciting growth prospects. The Board welcomes the Managers' ongoing efforts to take full advantage of the many interesting, attractively valued investment opportunities on offer among UK smaller cap companies.
Despite the uncertainties of the investment climate, at home and abroad, there is cause for optimism on several fronts. UK equities have been trading at a hefty discount to both historical valuations and to most other major markets for some time. The discount on smaller cap stocks has been even greater. However, the rise in takeover activity, the increase in company share buybacks and recent positive changes to the UK Listing Rules, have all contributed to a tentative recovery in inflows into UK equities, which suggests that domestic and international investors are finally beginning to recognise the value on offer. As has already been demonstrated by takeover activity within the Company's portfolio, smaller cap stocks are likely to be a particular beneficiary of this newfound appetite for UK equities. Any policy initiatives in the forthcoming Budget that deliver on the Government's commitment to support the UK market can only encourage this trend.
My fellow Directors and I therefore see good reasons to share the Managers' confidence in the outlook for the portfolio which is in skilled and experienced hands, supported by the Manager's extensive research resources. In summary, we believe your Company is well-positioned to maintain its long track record of providing Shareholders with strong absolute returns and outperformance compared to its peers, as well as an attractive, predictable income stream.
Thank you for your ongoing support.
Katrina Hart
Chair 15th October 2025
INVESTMENT MANAGER'S REPORT
Performance and Market Background
As has become the norm in recent years, global geopolitical tensions remained very much in the foreground during our financial year to July 2025. Russia's war against Ukraine continued, and unrest persisted in the Middle East. Donald Trump secured a decisive victory in the US elections, which led to a new regime of tariffs on numerous products, while in France and Germany, politics was also at the forefront.
In the UK, Labour ended its first year in power with notable climbdowns in its efforts to reduce Government spending, despite its large majority, and despite the evident need to reduce our national debt. Labour's first Budget significantly weakened both business and consumer confidence, most notably with its significant increase in employers' National Insurance burden. Interest rates continued to fall, perhaps more slowly than expected, ending our financial year at 4.25%, and were reduced again to 4% in August 2025. While inflation continued to reduce for part of the year, it has recently risen again, due in no small part to the Government's own actions.
Against this backdrop, the Numis Smaller Companies plus AIM (ex Investment Trusts) Index was up 2.5% for the year. Your Company underperformed during the year, producing a small positive total return on net asset value of 0.6%. It should be noted that excessive share price volatility, particularly in small and mid sized companies, often driven by macro newsflow, has made performance extremely tricky this year, but your Company remains ranked first quartile against small cap peers over one, three, five and ten years. Having been close to par at your Company's previous year end in July 2024, the discount widened over the year, leading to a share price total return of -7.6%.
Performance attribution
|
|
12 months to |
12 months to |
12 months to |
|||
|
|
31st July 2025 |
31st July 2024 |
31st July 2023 |
|||
|
|
% |
% |
% |
% |
% |
% |
|
Contributions to total returns |
|
|
|
|
|
|
|
Benchmark return |
|
2.5 |
|
13.2 |
|
-4.6 |
|
Stock selection |
-1.0 |
|
17.3 |
|
3.3 |
|
|
Sector allocation |
-0.6 |
|
-2.1 |
|
-2.2 |
|
|
Gearing/net cash |
0.0 |
|
0.6 |
|
-0.5 |
|
|
Investment Manager's contribution |
|
-1.6 |
|
15.8 |
|
0.6 |
|
Portfolio total return |
|
0.9 |
|
29.0 |
|
-4.0 |
|
Management fees and other expenses |
-0.8 |
|
-0.6 |
|
-1.0 |
|
|
Repurchase of ordinary shares |
0.5 |
|
- |
|
- |
|
|
Other effects |
|
-0.3 |
|
-0.6 |
|
-1.0 |
|
Return on net assetsA |
|
0.6 |
|
28.4 |
|
-5.0 |
|
Impact of change in discount |
|
-8.2 |
|
14.9 |
|
0.6 |
|
Return on share priceA |
|
-7.6 |
|
43.3 |
|
-4.4 |
Source: J.P.Morgan/Morningstar.
All figures are on a total return basis.
Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark.
A Alternative Performance Measure ('APM')
A glossary of terms and APMs is provided on pages 92 to 94 of the 2025 Annual Report..
Portfolio
On the positive side, a number of our largest positions contributed strongly to performance over the year. These included our long-term holdings in Lion Finance (previously named Bank of Georgia), Morgan Sindall, the construction and building fit out company, and XPS Pensions, the pension consultancy business. In addition, we benefitted from significant M&A (Mergers & Acquisitions) activity during the year. Key bid contributors were our large holding in Alpha Group International, (formerly called Alpha FX), and our positions in Equals and Renold. Other bids during the year included Loungers, Urban Logistics, and post year end, a bid for Just Group. On the negative side, three of our holdings detracted from performance. Ashtead Technology (subsea rental equipment into the oil and gas and renewables markets) underperformed significantly on concerns over its end markets, and contract delays linked to geopolitical factors. In addition, our position in Warpaint London (value cosmetics) performed poorly, despite delivery of forecast profits, as did our holding in 4Imprint, (promotional product provider), due to the impact of Trump's tariffs. We retain reduced positions in all three companies.
During the year we made certain changes to the portfolio. New additions included Just Group, a financial services company focussed on retirement products (which has subsequently received a bid approach at a significant premium); Quilter, the wealth management company; Cohort and Avon Technology, as we sought to increase our exposure to defence holdings within the portfolio, and Filtronic, which designs and manufactures radio frequency communications products for the space and defence industries. We also exited a number of positions on concerns about the trading outlook. These included MJ Gleeson, Next15 and Oxford Instruments.
Outlook
Pessimistic views of the UK economy have recently dominated. We agree that UK economic growth has been slow, and very short-term inflation is rising again - largely caused by the Government's actions. 30 year gilt yields have also sent a negative message about the UK's debt burden. However, while current forecasts for GDP growth are hardly stellar, they do suggest growth in 2025 and 2026 of c 1.1% - 1.4%, and while inflation remains well above the 2% target, it is well below the levels endured in the recent past. Labour's second Budget in November of this year has also weighed heavily on sentiment.
However, unemployment remains low, wage growth remains above the level of inflation, although slowing compared to the start of 2025, the composite UK Purchasing Manager Indices at 53 have rebounded post the introduction of tariffs and indicate growth, and the all important Gfk consumer confidence figures are still negative but slowly trending in the right direction. As a consumer driven economy, this is crucial for the outlook.
Against this backdrop, why are we positive on our market and why have we chosen to remain significantly geared? The current gearing level of over 10% in the portfolio is somewhat overstated, as it includes some of the agreed bids we have outlined above. However, when we receive the cash from these takeovers, we intend to reinvest the majority of it, reflecting our view of the compelling opportunities and valuations currently available. The small cap area of the UK equity market is incredibly diverse, with over 1000 companies in our index. Therefore, despite the lacklustre macro backdrop, we continue to find exciting opportunities in our universe, and we believe we have many of them in our portfolio that will deliver strong returns into the future. We have outlined above the M&A activity from which the portfolio has benefited over the last 12 months, and a number of these bids have been at very significant premiums to the prevailing share prices. The level of M&A, and the number of companies initiating share buy backs due to their undervalued equity in our area of the market, confirm the compelling investment case that we see, and it is notable that foreign investors have recognised this and have been allocating capital to the UK stockmarket. As Warren Buffett famously observed, "Be greedy when others are fearful".
Georgina Brittain
Katen Patel
Portfolio Managers 15th October 2025
PRINCIPAL AND EMERGING RISKS
The Board has overall responsibility for reviewing the effectiveness of the system of risk management and internal control which is operated by the Manager and the Company's third party service providers. Through delegation to the Audit Committee, the Company's ongoing risk management process is designed to identify, evaluate and mitigate the significant risks that the Company faces.
In order to monitor and manage risks facing the Company, with the assistance of the Manager, the Audit Committee maintains a risk matrix, which, as part of the risk management and internal controls process, details the principal and emerging risks that have been identified to face the Company at any given time, together with measures put in place to monitor, manage or mitigate against them as far as practicable. The Audit Committee considers the Company's risk matrix at each meeting, and furthermore holds a third meeting each year dedicated to a thorough review of the risk matrix.
The risk matrix sets out the risk, which is then rated by the likelihood of occurrence and possible severity of impact. The Directors, through the Audit Committee, confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.
The principal and emerging risks facing the Company, how they have changed during the year, the mitigating activities in place, and how the Board aims to manage or mitigate these risks are set out below.
An upwards arrow, stable or downwards arrow has been included to show if the risk level has heightened, remained stable or reduced since it was reported in last year's Annual Report and Financial Statements.
|
Principal risk |
Description |
Mitigating activities |
Movement from prior year |
|
Strategic and Performance Risk |
The corporate strategy, including the investment objectives and policies, may not be of sufficient interest to current or prospective Shareholders. Other factors, such as the size of the Company and level of liquidity in its shares, may also deter shareholder interest, resulting in the shares trading at an increased discount to net asset value. Poor investment performance, for example due to poor stock selection, asset allocation or an inappropriate level of gearing, may lead to under-performance against the Company's benchmark index and peer companies, resulting in the Company's shares trading on a wider discount. |
The Board regularly reviews its strategy, and assesses, with its brokers, shareholder views. The Board manages these risks by diversification of the portfolio through its investment restrictions and guidelines which are monitored and reported on. The Manager provides the Directors with timely and accurate management information, including performance data and attribution analyses, revenue estimates and liquidity reports. The Board monitors the implementation and results of the investment process with the Portfolio Managers, who attend Board meetings, and reviews data which shows statistical measures of the Company's risk profile. The Investment Manager employs the Company's gearing, within a strategic range set by the Board, and the Board evaluates corporate opportunities to gain scale and other benefits. |
The risk remained unchanged during the year. The Company has been more active in buying back its shares. â |
|
Discount/ premium |
A disproportionate widening of the discount or narrowing of the premium relative to the Company's peers could result in loss of value for Shareholders, including as a result of lack of investor interest or reduction in market makers in the Company's shares. |
In order to manage the volatility of the share price relative to NAV, the Company has Shareholder authority to repurchase and issue shares. The Board regularly discusses buyback policy and has set parameters for the Manager and the Company's broker to follow. The Board receives regular reports and is actively involved in the decision process. The Board receives shareholder feedback from the Company's brokers and Manager and agrees the Company's sales and marketing plan with the Manager. Meetings with the Chair are offered annually to the Company's largest holders and all Shareholders are encouraged to attend the AGM. The Board regularly reviews and monitors the Company's objective and investment policy and strategy, the investment portfolio and its performance, the level of discount/premium to net asset value at which the shares trade and movements in the share register. |
The risk remains high however the Company has out performed over the medium and long term due to the recovering investor interest in UK small cap companies. â |
|
Smaller Company Investment and Market |
Investing in smaller companies is inherently more risky and volatile, partly due to a lack of liquidity in the shares, plus AIM stocks are less regulated. |
The Board discusses these risk factors at each Board meeting with the Portfolio Managers. The Portfolio Managers manage investment risk in a variety of ways including the limits in relation to individual stocks and sectors relative to the Benchmark, together with other investment restrictions and guidelines, which are agreed with the Board. These are monitored on an ongoing basis. |
This risk remains high but unchanged from 2024. â |
|
Economic Environment |
The outlook for longer term inflation and the interest rate cycle can present a risk to asset pricing and economic performance. |
The Manager takes account of the macro economic/geopolitical backdrop in selecting and taking investment decisions and reports to the Directors at each Board meeting. In addition, the Board has open discussions with the Portfolio Managers at each Board meeting including around interest rates/GDP and all macro economic factors relative to the Company's business. |
This risk remains high due to relatively high interest rates; however, it is lower than last year following an interest rate cut by the Bank of England. The UK inflation rate has also fallen closer to the Bank of England's target rate of 2%. â |
|
Political and Economic |
Financial crisis, a significant fall in markets, natural disasters, significant political/regulatory change, a new pandemic or increasing risk to market stability and investment opportunities from actual and potential geopolitical conflicts could each adversely affect the Company's operation or performance. |
The Board discusses global developments with the Manager and will continue to monitor these issues together with all other relevant considerations. The Manager has dedicated resources to evaluate these risks, as well as access to experts where required, to assist in portfolio risk management. Neither the Manager nor the Board have control over events; however, mitigation of the risks is sought through portfolio diversification, limits on gearing etc. In addition the Board undertakes a regular review of the control environment to ensure the Company can continue to operate in the event Business Continuity Plans are implemented. |
The risk has increased due to the escalation of geopolitical tensions and conflicts in the Middle East and Ukraine, including the recent heightened market volatility following the chaotic US tariff policy, which has added significant pressure on markets and economies. ã |
|
Investment Management Team |
Investment performance may suffer if the designated Portfolio Managers were to leave. |
The Board considers that, though there may be short-term disruption, the risk would be mitigated by the substantial investment management resources of JPMorgan, and the use of an established investment methodology. |
This risk remains unchanged. The Board remains comfortable with the robustness of the succession plans within the Investment Management Team. â |
|
Accounting, Legal and Regulatory |
In order to qualify as an investment trust, the Company must comply with Section 1158 of the Income and Corporation Tax Act 2010 ('Section 1158'). Details of the Company's approval are given on page 24 of the 2025 Annual Report. Should the Company breach Section 1158, it may lose its investment trust status and as a consequence capital gains within the Company's portfolio would be subject to Capital Gains Tax. The Company must also comply with the provisions of The Companies Act 2006 and, as its shares are listed on the London Stock Exchange, the UKLA Listing Rules and Disclosure and Transparency Rules ('DTRs'). A breach of the Companies Act 2006 could result in the Company and/or the Directors being fined or the subject of criminal proceedings. Breach of the UKLA Listing Rules or DTRs may result in the Company's shares being suspended from listing which in turn would breach Section 1158. The Company is also subject to a number of other laws and regulations including AIFMD, MiFID II and the Market Abuse Regulations. Corporate governance risk arises if the Board fails to keep abreast of evolving best practice. |
The Section 1158 qualification criteria are regularly monitored by the Manager and the results reported to the Board each month. The Board relies on the services of its Company Secretary, JPMFL and its professional advisers to monitor compliance with all relevant requirements. |
This risk remains stable. Changes to the regulatory landscape are expected to be ongoing. â |
|
Cyber Crime |
The threat of cyber attack, in all its guises, is regarded as at least as important as more traditional physical threats to business continuity and security. In addition to threatening the Company's operations, such an attack is likely to raise reputational issues which may damage the Company's share price and reduce demand for its shares. The Company may be affected by detrimental investment performance, if the companies in the portfolio are impacted by disruption to business as a result of a cyber attack. |
The Board receives the cyber security policies for its key third party service providers and assurance from JPMF that the Company benefits directly or indirectly from JPMorgan's Cyber Security programme. The information technology controls around the physical security of JPMorgan's data centres, security of its networks and security of its trading applications are tested by an independent third party and reported every six months against the AAF Standard. |
This risk has increased due to escalation in cyber crime against large business. To date the Manager's cyber security arrangements have proven robust and the Company has not been impacted by any cyber attacks threatening its operations. ã |
|
Climate change |
Climate change, which barely registered with investors a decade ago, has today become one of the most critical issues confronting asset managers and their investors. Investors can no longer ignore the impact that the world's changing climate will have on their portfolios. |
Financial returns for long-term diversified investors should not be jeopardised given the investment opportunities created by the world's transition to a low-carbon economy. The Board also considers the threat posed by the physical impact of climate change on the operations of the Manager and other major service providers. As extreme weather events become more common, the resilience, business continuity planning and the location strategies of our services providers will come under greater scrutiny. In preparing the Company's financial statements the Directors have considered the impact of climate change risk (see note 1(a)). |
Climate change continues to be a critical threat facing the natural environment and our societies. â |
EMERGING RISKS
The AIC Code of Corporate Governance requires the Audit Committee to put in place procedures to identify emerging risks. At each meeting, the Board considers emerging risks which it defines as potential trends, sudden events or changing risks which are characterised by a high degree of uncertainty in terms of occurrence probability and possible effects on the Company. As the impact of emerging risks is understood, they may be entered on the Company's risk matrix and mitigating actions considered as necessary.
The Board, through the Audit Committee, has identified Artificial Intelligence ('AI') as an emerging risk: Advances in computing power means that AI has become a powerful tool that will impact huge areas of business activity and with a wide range of applications that include the potential to disrupt as well as enhance business processes. The potential impact of this technology (both positive and negative) has yet to be fully understood, leading to added uncertainty in long-term corporate valuations.
TRANSACTIONS WITH THE MANAGER AND RELATED PARTIES
Details of the management contract are set out in the Directors' Report on page 40 of the 2025 Annual Report . The management fee payable to the Manager for the year was £2,675,000 (2024: £1,631,000) of which £nil (2024: £nil) was outstanding at the year end.
Included in administration expenses in note 6 on page 71 of the 2025 Annual Report are safe custody fees amounting to £10,000 (2024: £6,000) payable to JPMorgan Chase Bank, N.A of which £1,000 (2024: £3,000) was outstanding at the year end.
Handling charges (other capital charges) on dealing transactions amounting to £12,000 (2024: £13,000) were payable to JPMorgan Chase Bank N.A. during the year of which £2,000 (2024: £5,000) was outstanding at the year end.
The Company also invests in the JPMorgan GBP Liquidity Fund, which is managed by JPMorgan Asset Management (Europe) S.à r.l. At the year end this was valued at £21.6 million (2024: £8.3 million). Interest income amounting to £518,000 (2024: £314,000) was receivable during the year of which £nil (2024: £nil) was outstanding at the year end.
At the year end, total cash of £300,000 (2024: £257,000) was held with JPMorgan Chase Bank, N.A. A net amount of interest of £4,000 (2024: £4,000) was receivable by the Company during the year from JPMorgan Chase Bank, N.A of which £nil (2024: £nil) was outstanding at the year end.
Full details of Directors' remuneration and shareholdings can be found on pages 51 to 53 of the 2025 Annual Report and in note 6 on page 71 of the 2025 Annual Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards, comprising Financial Reporting Standard 102 the 'Financial Reporting Standard Applicable in the UK and Republic of Ireland' (FRS 102). Under company law the Directors must not approve the financial statements unless they are satisfied that, taken as a whole, the annual report and accounts are fair balanced and understandable and provide the information necessary, for Shareholders to assess the Company's performance, business model and strategy, and that they give a true and fair view of the state of affairs of the Company and of the total return or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
• make judgments and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business
and the Directors confirm that they have done so.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The accounts are published on the www.jpmorganuksmallcapgrowthandincomeplc.com website, which is maintained by the Company's Manager. The maintenance and integrity of the website maintained by the Manager is, so far as it relates to the Company, the responsibility of the Manager. The work carried out by the auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the auditor accepts no responsibility for any changes that have occurred to the Annual Report since it was initially presented on the website. The Annual Report is prepared in accordance with UK legislation, which may differ from legislation in other jurisdictions.
Under applicable law and regulations the Directors are also responsible for preparing a Strategic Report, a Directors' Report and a Directors' Remuneration Report that comply with that law and those regulations.
Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:
• the financial statements, which have been prepared in accordance with applicable law and United Kingdom Accounting Standards, comprising Financial Reporting Standard 102 the 'Financial Reporting Standard Applicable in the UK and Republic of Ireland' (FRS 102), give a true and fair view of the assets, liabilities, financial position and return or loss of the Company; and
• the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
The Board confirms that it is satisfied that the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.
For and on behalf of the Board
Katrina Hart
Chair 15th October 2025
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31st July
|
|
Year ended 31st July 2025 |
Year ended 31st July 2024 |
|
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
(Losses)/gains on investments held at fair value |
|
|
|
|
|
|
|
|
through profit or loss |
- |
(12,409) |
(12,409) |
- |
88,070 |
88,070 |
|
|
Net foreign currency exchange (losses)/gains |
- |
(1) |
(1) |
- |
4 |
4 |
|
|
Income from investments |
15,330 |
242 |
15,572 |
12,225 |
3,903 |
16,128 |
|
|
Interest receivable and similar income |
522 |
- |
522 |
318 |
- |
318 |
|
|
Gross return/(loss) |
15,852 |
(12,168) |
3,684 |
12,543 |
91,977 |
104,520 |
|
|
Management fee |
(802) |
(1,873) |
(2,675) |
(490) |
(1,141) |
(1,631) |
|
|
Other administrative expenses |
(825) |
- |
(825) |
(537) |
- |
(537) |
|
|
Net return/(loss) before finance costs and taxation |
14,225 |
(14,041) |
184 |
11,516 |
90,836 |
102,352 |
|
|
Finance costs |
(938) |
(2,189) |
(3,127) |
(796) |
(1,858) |
(2,654) |
|
|
Net return/(loss) before taxation |
13,287 |
(16,230) |
(2,943) |
10,720 |
88,978 |
99,698 |
|
|
Taxation |
(74) |
- |
(74) |
- |
- |
- |
|
|
Net return/(loss) after taxation |
13,213 |
(16,230) |
(3,017) |
10,720 |
88,978 |
99,698 |
|
|
Return/(loss) per share |
9.83p |
(12.07)p |
(2.24)p |
10.39p |
86.26p |
96.65p |
|
All revenue and capital items in the above statement derive from continuing operations. No other operations were acquired or
discontinued in the year.
The 'Total' column of this statement is the profit and loss account of the Company and the 'Revenue' and 'Capital' columns
represent supplementary information prepared under guidance issued by the Association of Investment Companies. Net
return/(loss) after taxation represents the profit/(loss) for the year and also the Total Comprehensive income.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31st July
|
|
Called up |
|
Capital |
|
|
|
|
|
|
share |
Share |
redemption |
Other |
Capital |
Revenue |
|
|
|
capital |
premium |
reserve |
reserve1,2 |
reserves1 |
reserve1 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31st July 2023 |
3,981 |
25,895 |
2,903 |
- |
200,244 |
9,181 |
242,204 |
|
Repurchase of Ordinary shares into Treasury |
- |
- |
- |
- |
(369) |
- |
(369) |
|
Issue of Ordinary shares in respect of the |
|
|
|
|
|
|
|
|
Combination with JMF3 |
2,976 |
190,497 |
- |
- |
- |
- |
193,473 |
|
Costs in relation to issue of Ordinary shares |
- |
(242) |
- |
- |
- |
- |
(242) |
|
Net return |
- |
- |
- |
- |
88,978 |
10,720 |
99,698 |
|
Dividends paid in the year (note 2) |
- |
- |
- |
- |
- |
(17,692) |
(17,692) |
|
At 31st July 2024 |
6,957 |
216,150 |
2,903 |
- |
288,853 |
2,209 |
517,072 |
|
Cancellation of Share premium |
- |
(216,150) |
- |
216,150 |
- |
- |
- |
|
Repurchase of Ordinary shares into Treasury |
- |
- |
- |
(20,744) |
- |
- |
(20,744) |
|
Net (loss)/return |
- |
- |
- |
- |
(16,230) |
13,213 |
(3,017) |
|
Dividends paid in the year (note 2) |
- |
- |
- |
- |
(4,873) |
(15,422) |
(20,295) |
|
At 31st July 2025 |
6,957 |
- |
2,903 |
195,406 |
267,750 |
- |
473,016 |
1 Revenue reserve, Other reserve and part of the Capital reserves form the distributable reserves of the Company and may be used to fund distribution of profits to shareholders, including the repurchase of the Company's own shares. See note 15 on page 77 of the 2025 Annual Report for more details on distributable reserves.
2 Other reserve was created during the year following approval by the High Court to cancel the balance on the share premium account as at close of business on 1st August 2024. This forms part of the Company's distributable reserves.
3 JPMorgan Mid Cap Investment Trust plc (JMF).
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
At 31st July
|
|
31st July |
31st July |
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Fixed assets |
|
|
|
Investments held at fair value through profit or loss |
511,548 |
561,947 |
|
Current assets |
|
|
|
Debtors |
3,244 |
4,332 |
|
Current assets investments1 |
21,564 |
8,256 |
|
Cash at bank1 |
300 |
257 |
|
|
25,108 |
12,845 |
|
Current liabilities |
|
|
|
Creditors: amounts falling due within one year |
(63,640) |
(57,720) |
|
Net current liabilities |
(38,532) |
(44,875) |
|
Total assets less current liabilities |
473,016 |
517,072 |
|
Net assets |
473,016 |
517,072 |
|
Capital and reserves |
|
|
|
Called up share capital |
6,957 |
6,957 |
|
Share premium |
- |
216,150 |
|
Capital redemption reserve |
2,903 |
2,903 |
|
Other reserve2 |
195,406 |
- |
|
Capital reserves |
267,750 |
288,853 |
|
Revenue reserve |
- |
2,209 |
|
Total shareholders' funds |
473,016 |
517,072 |
|
Net asset value per ordinary share |
362.6p |
376.2p |
1 Prior year comparatives have been restated as explained further in note 1(a).
2 Other reserve was created during the year following approval by the High Court to cancel the share premium account as at close of business on 1st August 2024.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
For the year ended 31st July
|
|
Year ended |
Year ended |
|
|
31st July |
31st July |
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
Net return before finance costs and taxation |
184 |
102,352 |
|
Adjustment for: |
|
|
|
Net losses/(gains) on investments held at fair value through profit or loss |
12,409 |
(88,070) |
|
Dividend income |
(15,572) |
(16,128) |
|
Interest income |
(522) |
(318) |
|
Increase in other debtors |
(16) |
(6) |
|
Increase/(decrease) in accrued expenses |
135 |
(12) |
|
Net cash outflow from operating activities before dividends, interest and taxation |
(3,382) |
(2,182) |
|
Dividends received |
15,656 |
15,544 |
|
Interest received |
522 |
318 |
|
Overseas withholding tax recovered |
- |
93 |
|
Net cash inflow from operating activities |
12,796 |
13,773 |
|
Purchases of investments |
(109,864) |
(157,705) |
|
Sales of investments |
148,473 |
113,317 |
|
Cost in relation to acquisition of assets |
- |
(1,026) |
|
Net cash inflow/(outflow) from investing activities |
38,609 |
(45,414) |
|
Dividends paid |
(20,295) |
(17,692) |
|
Net cash acquired following the Combination with JMF |
- |
28,730 |
|
Costs in relation to issue of Ordinary shares |
- |
(242) |
|
Repurchase of Ordinary shares into Treasury |
(19,594) |
(369) |
|
Repayment of bank loans |
(2,000) |
(5,000) |
|
Drawdown of bank loans |
7,000 |
33,000 |
|
Interest paid |
(3,165) |
(2,300) |
|
Net cash (outflow)/inflow from financing activities |
(38,054) |
36,127 |
|
Increase in cash and cash equivalents1 |
13,351 |
4,486 |
|
Cash and cash equivalents at start of year1 |
8,513 |
4,027 |
|
Cash and cash equivalents at end of year1 |
21,864 |
8,513 |
|
Cash and cash equivalents consist of1: |
|
|
|
Cash at bank |
300 |
257 |
|
Current asset investment in JPMorgan GBP Liquidity Fund |
21,564 |
8,256 |
|
Total |
21,864 |
8,513 |
1 The term 'cash and cash equivalents' is used for the purposes of the Statement of Cash Flows.
The notes on pages 67 to 83 of the 2025 Annual Report form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st July 2025
1. Accounting policies
(a) Basis of accounting
The financial statements are prepared under the historical cost convention, modified to include fixed asset investments at fair value, and in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ('UK GAAP'), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies in July 2022. In preparing these financial statements the Directors have considered the impact of climate change risk as a principal risk as set out on page 31of the 2025 Annual Report , and have concluded that it does not have a material impact on the value of the Company's investments. In line with FRS 102 investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at 31st July 2025 and therefore reflect market participants' view of climate change risk.
The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have considered the impact of heightened market volatility since the Russian invasion of Ukraine, the escalating conflict in the Middle East, the persistent inflationary environment, high interest rates and other geopolitical risks on the going concern and viability of the Company. They have considered the operational resiliency of its key service providers, including the Manager. The Directors have also reviewed the Company's compliance with debt covenants in assessing the going concern and viability of the Company. The Directors have reviewed income and expense projections to 31st October 2026 and the liquidity of the investment portfolio in making their assessment and they believe that the Company has adequate financial resources to continue its operational existence for the foreseeable future, and for the period to 31st October 2026, which is at least 12 months from the date the financial statements are authorised for issue. Further details of Directors' considerations regarding this are given in the Chair's Statement, Investment Manager's Report, Going Concern Statement, Viability Statement and Principal and Emerging Risks Statement within this Annual Report.
For the year ended 31st July 2024, 'Cash and cash equivalents' line item in the Statement of Financial Position has been restated to 'Cash at bank' and 'Current asset investments'. This adjustment separately reports the investment in the JPMorgan GBP Liquidity Fund of £8,256,000 as 'Current assets investments' and £257,000 as 'Cash at bank', in compliance with the statutory format required by the Companies Act 2006. This change does not affect any other line items in the Statement of Financial Position or the total current assets.
The policies applied in these financial statements are consistent with those applied in the preceding year.
2. Dividends
(a) Dividends paid
|
|
2025 |
2024 |
||
|
|
Pence |
£'000 |
Pence |
£'000 |
|
Dividends paid |
|
|
|
|
|
Final dividend in respect of prior year |
- |
- |
7.70 |
6,010 |
|
Pre completion dividend (i) |
- |
- |
3.60 |
2,804 |
|
Second interim dividend (ii) |
- |
- |
6.46 |
8,878 |
|
First quarterly interim dividend |
3.76 |
5,167 |
- |
- |
|
Second quarterly interim dividend |
3.76 |
5,167 |
- |
- |
|
Third quarterly interim dividend |
3.76 |
5,036 |
- |
- |
|
Fourth quarterly interim dividend |
3.76 |
4,925 |
- |
- |
|
Total dividends paid in the year |
15.04 |
20,295 |
17.76 |
17,692 |
All dividends paid in respect of the year ended 31st July 2025 have been funded from the Revenue reserve and part of the Capital reserves (31st July 2024: Revenue reserve).
(i) As disclosed in the Prospectus dated 23rd January 2024, in respect of the Issue of Scheme Shares pursuant to a scheme of reconstruction of JPMorgan Mid Cap Investment Trust plc ('the Combination'), the Company paid a pre-completion dividend of 3.60 pence per share to shareholders on 27th February 2024.
(ii) Following the successful completion of the Combination and in lieu of any other interim or final dividend for the financial year of the Company ended 31st July 2024, the Company paid a second interim dividend of 6.46p, based on 2% of the unaudited NAV of the enlarged Company as at the date of Admission (28th February 2024).
(b) Dividend for the purposes of Section 1158 of the Corporation Tax Act 2010 ('Section 1158')
The requirements of Section 1158 are considered on the basis of dividends declared in respect of the financial year, shown below. The revenue available for distribution by way of dividend for the year is £13,213,000 (2024: £10,720,000).
|
|
2025 |
2024 |
||
|
|
Pence |
£'000 |
Pence |
£'000 |
|
Pre Completion |
- |
- |
3.60 |
2,804 |
|
Second interim dividend1 |
- |
- |
6.46 |
8,878 |
|
First quarterly interim dividend |
3.76 |
5,167 |
- |
- |
|
Second quarterly interim dividend |
3.76 |
5,167 |
- |
- |
|
Third quarterly interim dividend |
3.76 |
5,036 |
- |
- |
|
Fourth quarterly interim dividend |
3.76 |
4,925 |
- |
- |
|
Total |
15.04 |
20,295 |
10.06 |
11,682 |
1 The second interim dividend paid for 2024 is in lieu of any other interim and final dividend for the financial year. Following the transition to four equal quarterly interim dividends, no final dividend was distributed for the year ended 31st July 2024 .
3. Return/(loss) per share
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Revenue return |
13,213 |
10,720 |
|
Capital (loss)/return |
(16,230) |
88,978 |
|
Total (loss)/return |
(3,017) |
99,698 |
|
Weighted average number of shares in issue during the year |
134,449,604 |
103,151,749 |
|
Revenue return per share |
9.83p |
10.39p |
|
Capital (loss)/return per share |
(12.07)p |
86.26p |
|
Total (loss)/return per share |
(2.24)p |
96.65p |
4. Net asset value per share
|
|
2025 |
2024 |
|
Net assets (£'000) |
473,016 |
517,072 |
|
Number of shares in issue |
130,451,536 |
137,431,536 |
|
Net asset value per ordinary share |
362.6p |
376.2p |
JPMORGAN FUNDS LIMITED
15th October 2025
For further information, please contact:
Anmol Dhillon
For and on behalf of
JPMorgan Funds Limited
Telephone: 0800 20 40 20 or or +44 1268 44 44 70
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
ENDS
A copy of the 2025 Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The 2025 Annual Report will also shortly be available on the Company's website at www.jpmorganuksmallcapgrowthandincomeplc.com where up to date information on the Company, including daily NAV and share prices, factsheets and portfolio information can also be found.
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