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Chelverton Small Div (SDV)

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Friday 14 July, 2017

Chelverton Small Div

Annual Financial Report

CHELVERTON SMALL COMPANIES DIVIDEND TRUST PLC

Annual Report for the full year to 30 April 2017

A copy of the Company's Annual Report for the year ended 30 April 2017 will shortly be available to view and download from the dedicated page on Chelverton Asset Management’s website http://chelvertonam.com.  Neither the contents of this website nor the contents of any website accessible from hyperlinks on this website (or any other website) is incorporated into or forms part of this announcement.

Printed copies of the Annual Report will be sent to shareholders shortly. Additional copies may be obtained from the Corporate Secretary – Maitland Administration services Limited, Springfield Lodge, Colchester Road, Chelmsford, Essex CM2 5PW.

The Annual General Meeting of the Company will be held on Thursday 7 September 2017 at 11.00am.

The following text is copied from the Annual Report & Accounts.

Strategic Report

The Strategic Report comprising pages 1 to 13 has been prepared in accordance with Section 414A of the Companies Act 2006 (‘the Act’). Its purpose is to inform shareholders and help them understand how the Directors have performed their duty under Section 172 of the Act to promote the success of the Company.

Chelverton Small Companies Dividend Trust PLC (‘the Company’) and its subsidiary Chelverton Small Companies ZDP PLC (‘SCZ’) together form the Group. The Group’s funds are invested principally in smaller capitalised UK companies. The portfolio comprises companies listed on the Official List and companies admitted to trading on AIM. The Group does not invest in other investment trusts or in unquoted companies. No investment is made in preference shares, loan stock or notes, convertible securities or fixed interest securities.

Financial Highlights

Capital 30 April
2017
30 April
2016
% change
Total net assets (£’000) 41,724 35,077 18.96
Net asset value per Ordinary share 248.35p 211.95p 17.18
Mid-market price per Ordinary share 230.00p 190.50p 20.73
Discount 7.39% 10.12%
Net asset value per Zero Dividend Preference share 131.65p 123.87p 6.28
Mid-market price per Zero Dividend Preference share 136.00p 127.50p 6.67
Premium 3.30% 2.93%
Year ended Year
ended
30 April 30 April
Revenue 2017 2016 % change
Return per Ordinary share 12.17p 11.23p 8.37
Dividends declared per Ordinary share 7.95p 7.50p 6.00
Special Dividends declared per Ordinary share 1.86p 1.60p 16.25
Total Return
Total return on Group’s net assets* (prior to deduction for provision of Zero Dividend Preference share entitlement) 21.95% 10.92%
Total return on Group’s net assets* 23.46% 12.42%
Ongoing charges** 1.93% 1.88%

*      Adding back dividends paid in the year.

** Calculated in accordance with the Association of Investment Companies (‘AIC’) guidelines. Based on total expenses, excluding finance costs, for the year and average net asset value.

Chairman’s Statement

Results

The Company’s consolidated net asset value per Ordinary share as at 30 April 2017 was 248.35p (2016: 211.95p), an increase over the year of 17.2%, and the ordinary share price on that date was 230.00p per share (2016: 190.50p). In the year total dividends of 9.81p per Ordinary share were paid and proposed, including a special dividend of 1.86p. During the same period the MSCI Index increased by 20.2% and the MSCI Small Cap Index increased by 20.2%. Total assets less current liabilities at the year end, excluding Zero Dividend Preference shares but including revenue reserves, were £54.0m (2016: £45.6) and the total net assets were £41.7m (2016: £35.1m).

The Company was launched on 12 May 1999, and the net asset value per Ordinary share has risen by 148.35% and a total of 165.66p has been paid in dividends. Since the year end, the net asset value per Ordinary share has fallen to 241.67p as at 30 June 2017; the premium to market NAV is currently some 1.79%.

The increased share price and its move to a premium relative to the net asset value per share enabled the Board to issue 250,000 ordinary shares on 24 March at 232.56p per share. Following the year end, a further 550,000 ordinary shares were issued, taking the total share capital to 17,350,000.

The Company has had another good year, with shares prices rising across the course of the year, a full recovery from the severe reduction in share prices following the result of the Referendum a year ago.

The current underlying portfolio dividend growth has again been positive in the past year with a portfolio yield today of 4.47%. As a result of the underlying dividend growth and a number of special dividends paid by portfolio companies in the year, it has been possible to increase the dividend paid to shareholders, including a special dividend, and also to retain the maximum revenue allowable to add to the revenue reserves.

The Company’s portfolio is currently invested in 71 companies spread across 26 sectors. This spread creates a well-diversified portfolio, which should lead to steady revenue growth and, in time, capital growth.

Zero Dividend Preference shares (‘ZDP’)

The ZDP shares are held in a wholly owned subsidiary, Chelverton Small Companies ZDP PLC. The net asset value per ZDP share at 30 April 2017 was 131.65p per share (2016: 123.87p) with a share price of 136.00p per share (2016: 127.50p), an increase over the year of 6.3% and 6.7% respectively.

The ZDP shares have traded throughout the year at a premium and as at 30 June 2017 trade at a 2.56% premium. As at the company year end the ZDP shares provided capital gearing of 22.8% and are 4.2 times covered to final redemption value of 136.70p on 8 January 2018 with an annual gross coupon of 6%. A further 849,000 ZDP were issued on 24 March at 135.00p.

The Board have publicly stated that it is their intention to renew and increase the number of ZDP shares in issue in January 2018 whilst at the same looking to increase further the number of Ordinary shares in issue.

Dividend

The Board has declared a fourth interim dividend of 2.40p per Ordinary share (2016: 2.40p) which when added to the three quarterly interim dividends of 1.85p per Ordinary share (2016: 1.70p) brings the total to 7.95p (2016: 7.5p) in respect of the year ended 30 April 2017, an increase of 6.0% over the previous year. In addition the Board has declared a special dividend of 1.86p per Ordinary share to be paid with the fourth interim dividend. Shareholders will effectively receive a fourth dividend of 4.26p per Ordinary share. This equates to a total dividend for the year of 9.81p per Ordinary share.

As has been said before, it remains the Board’s intention, over time, to move the dividend profile gradually to a position where the four interim dividends paid are equal. This will be achieved by maintaining the fourth interim dividend at the same level and increasing the first, second and third dividends in future years to reflect earnings.

The Company has revenue reserves which after payment of the fourth interim dividend and special dividend represent some 135% of the current annual dividend or 13.30p per Ordinary share.

Outlook

The last year has been a turbulent one politically with the EU Referendum, terrorist incidents and the Election. The indecisive outcome of the General Election resulting in a minority government has contributed to increased uncertainty.

However, even in these uncertain times, it is important to emphasise that the companies that have been selected for inclusion in the Company’s portfolio are profitable, generate significant cash flows, have low gearing, or indeed in a number of cases have no gearing, and at the point of purchase are well priced.

The precise outcome of the negotiations with the EU will not be known for at least two years which again will inevitably cause some uncertainty. Given the UK focus of the portfolio the impact on the economy will be critical. This underlines the importance of selecting strong companies with good fundamentals.

Lord Lamont of Lerwick

Chairman

14 July 2017

Investment Manager’s Report

The year to 30 April 2017 saw a steady growth in the Company’s net asset value per share, with a solid increase in the dividend of 6%, which was in line with the targeted increase. In addition, the Company has announced a special dividend of 1.86p, which has been aggregated with the fourth interim dividend. As we said last year, more companies are choosing to return excess cash to shareholders by paying special dividends and therefore, in turn, these unexpected receipts will be passed on as special dividends to the Company’s shareholders.

It is pleasing to be able to report that the share price has moved during the year so that it is more closely tracking the reported net asset value per share. In the last few months the shares have periodically traded at a premium to the net asset value and consequently the Board have been able to issue blocks of shares to meet investor demand.

Given the solid dividend growth and at the same time the maximum allocation of surplus revenue to revenue reserves, it would be reasonable to expect continued dividend growth over the next few years. It is our objective to continue paying a steadily increasing dividend and to then pay ‘excess revenue’ by way of a Special Dividend. The fourth interim dividend of 2.40p was aggregated with the Special Dividend of 1.86p to make a total payment of 4.26p.

Portfolio Review

In the last year we have had four takeovers (2016: 2): Premier Farnell, Charlemagne Capital, Avesco Group and Dee Valley Group. Whilst the takeover of Premier Farnell and Charlemagne Capital did not make a material difference to the net asset value, the sale of Dee Valley Group was positive and the takeover of Avesco Group was very positive and beyond all expectations. These proceeds were quickly recycled into new higher yielding holdings.

Including the four takeovers above, thirteen holdings from the portfolio were sold in their entirety (2015: 12): Ashmore Group, Avesco Group, Charlemagne Capital, Dee Valley Group, Electrocomponents, Fenner, Grafenia, National Express Group, Novae Group, NWF Group, Premier Farnell, RWS Holdings and Watkin Jones Group.

Shareholdings were reduced in fifteen companies after strong share price performances: Amino Technologies, Bioventix, Chesnara, Dairy Crest Group, Galliford Try, Games Workshop Group, Go-Ahead Group, GVC Holdings, Intermediate Capital Group, KCOM Group, Morgan Sindall Group, Personal Group Holdings, Polar Capital Holdings, Sanderson Group and StatPro Group.

Ten new shareholdings were added to the Company’s portfolio in the year: Anglo African Oil and Gas – an AIM traded oil and gas producer in the Republic of the Congo; Conviviality – independent drinks distributor; DFS Furniture – upholstery retailer; Diversified Gas and Oil – US based producer of gas and oil; Gattaca – provider of specialist recruitment services; Murgitroyd Group – international intellectual property attorneys; Produce Investments – a leading operator in the fresh potato and daffodil sectors; Ramsdens Holdings – a diversified financial services provider and retailer; UP Global Sourcing Holdings – branding, sourcing and distribution of consumer products; and Victrex – a producer of high performance polymer solutions.

The shareholdings were increased in thirty one companies which were in the portfolio at the beginning of the year, being almost half the portfolio.

Outlook

There has already been a lot of coverage of matters political and pertaining to Brexit over the past fifteen months. As we have met our investee companies over the past year we have of course asked them about the implications of ‘Brexit’ and generally their mood is one of ‘cautious neutrality’. Those that trade rather more with countries in the EU generally already have fully functioning operational subsidiaries in various countries across Europe and therefore there would appear to be no need to change the status quo, whatever the outcome of negotiations.

As an exercise to try and scope the scale of the ‘Brexit’ problem, we aggregated all of the sales destinations of all of our portfolio companies and the results were that 73% of sales were made in the UK, 13% into Europe, 9% into North America and 5% to the Rest of the World. The portfolio has ten companies who have more than 30% of their sales to Europe and they represent the bulk of the portfolio’s European sales. This exercise merely confirmed what we have been saying since the fund was launched 18 years ago: that it is very ‘UK-centric’ and that the health and growth of the UK economy is the biggest determinant of the success and prosperity of the bulk of the companies.

In all of the discussions and newspaper column inches, the tone seems to be that EU countries are doing the UK a favour by buying goods and services from British companies. However, in the real world we know, for example, that French companies would prefer to buy from French suppliers and German companies from German suppliers, and will only look elsewhere in the event that the service or product cannot be supplied by French or German suppliers. In reality, UK companies have to compete not only with all other potential suppliers from the EU but also suppliers from around the world and they only win business on the basis of providing the right product, at the right quality, on time at a comparable or cheaper price. Clearly if the UK were to leave the EU with no deal then UK companies would have to manage the tariff barriers imposed by the EU; however, the ‘Brexit’ decline in sterling has already gone a long way to equalising this.

The portfolio performance over the past month, since the election, has been poor and reflects the market uncertainty created by the election result. Looking at the portfolio and the strength and trading of the individual companies, we feel that this has been an overreaction, albeit understandable in the circumstances. We feel that the valuation of the portfolio is not stretched and would expect to see further progress in the current year.

David Horner

Chelverton Asset Management Limited

14 July 2017

Breakdown of Portfolio by Industry

at 30 April 2017
Market sector
Market value % of portfolio
Financial Services 7,785 14.4
Construction & Materials 5,484 10.2
Support Services 4,705 8.7
General Retailers 3,401 6.4
Media 2,538 4.7
Real Estate Investment Trusts 2,366 4.4
Travel & Leisure 2,269 4.3
Software & Computer Services 2,144 4.0
Food & Drug Retailers 2,140 4.0
Leisure Goods 2,085 3.9
Food Producers 1,994 3.7
Real Estate Investment & Services 1,893 3.5
Industrial Engineering 1,829 3.4
Oil & Gas Producers 1,685 3.1
Nonlife Insurance 1,615 3.0
General Industrials 1,530 2.8
Industrial Transportation 1,389 2.6
Life Insurance 1,359 2.5
Technology Hardware & Equipment 1,251 2.3
Household Goods & Home Construction 1,214 2.3
Equity Investment Instruments 760 1.4
Oil Equipment, Services & Distribution 722 1.3
Electronic & Electrical Equipment 529 1.0
Fixed Line Telecommunications 528 1.0
Pharmaceuticals & Biotechnology 373 0.7
Chemicals 239 0.4
53,827 100.0

Breakdown of Portfolio by Market Capitalisation

at 30 April 2017

Click here for graph.

Portfolio Statement

at 30 April 2017 Market value % of
Security Sector £’000 portfolio
StatPro Group Software & Computer Services 1,304 2.4
Amino Technologies Technology Hardware & Equipment 1,251 2.3
McColl’s Retail Group Food & Drug Retailers 1,230 2.3
Games Workshop Group Leisure Goods 1,219 2.3
Belvoir Lettings Real Estate Investment & Services 1,176 2.2
Acal Support Services 1,128 2.1
Alumasc Group Construction & Materials 1,122 2.1
Curtis Banks Group Financial Services 1,112 2.1
Braemar Shipping Services Industrial Transportation 1,104 2.1
Galliford Try Household Goods & Home Construction 1,077 2.0
Connect Group Support Services 1,071 2.0
Gattaca Support Services 1,027 1.9
Jarvis Securities Financial Services 1,013 1.9
Moss Bros Group General Retailers 1,000 1.9
Marston’s Travel & Leisure 998 1.9
Numis Corporation Financial Services 973 1.8
Diversified Gas & Oil Oil & Gas Producers 960 1.8
Mucklow (A&J) Group Real Estate Investment Trusts 960 1.8
Brown (N) Group General Retailers 953 1.8
Polar Capital Holdings Financial Services 939 1.7
Kier Group Construction & Materials 935 1.7
Personal Group Holdings Nonlife Insurance 930 1.7
Conviviality Food & Drug Retailers 910 1.7
Shoe Zone General Retailers 900 1.7
Coral Products General Industrials 885 1.6
Park Group Financial Services 880 1.6
Low & Bonar Construction & Materials 873 1.6
Photo-Me International Leisure Goods 866 1.6
Dairy Crest Group Food Producers 860 1.6
Sanderson Group Software & Computer Services 840 1.6
Brewin Dolphin Holdings Financial Services 817 1.5
Chesnara Life Insurance 764 1.4
GLI Finance Equity Investment Instruments 760 1.4
Clarke (T) Construction & Materials 750 1.4
Chamberlin Industrial Engineering 750 1.4
GVC Holdings Travel & Leisure 746 1.4
Epwin Group Construction & Materials 743 1.4
Anglo African Oil & Gas Oil & Gas Producers 725 1.3
Cape Oil Equipment, Services & Distribution 722 1.3
Foxtons Group Real Estate Investment & Services 717 1.3
Ramsdens Holdings Financial Services 712 1.3
Town Centre Securities Real Estate Investment Trusts 712 1.3
Regional REIT Real Estate Investment Trusts 694 1.3
Bloomsbury Publishing Media 685 1.3
Randall & Quilter Investment Nonlife Insurance 685 1.3
Centaur Media Media 667 1.2

   

Market value % of
Security Sector £’000 portfolio
Orchard Funding Group Financial Services 656 1.2
Macfarlane Group General Industrials 645 1.2
Morgan Sindall Group Construction & Materials 636 1.2
Severfield Industrial Engineering 609 1.1
Hansard Global Life Insurance 595 1.1
Wilmington Group Media 595 1.1
Huntsworth Media 591 1.1
Produce Investments Food Producers 570 1.1
Hilton Food Group Food Producers 564 1.0
DFS Furniture General Retailers 548 1.0
Intermediate Capital Group Financial Services 546 1.0
XP Power Electronic & Electrical Equipment 529 1.0
KCOM Group Fixed Line Telecommunications 528 1.0
Go-Ahead Group Travel & Leisure 525 1.0
RPS Group Support Services 507 0.9
Castings Industrial Engineering 470 0.9
Titon Holdings Construction & Materials 425 0.8
St. Ives Support Services 396 0.7
RTC Group Support Services 378 0.7
Bioventix Pharmaceuticals & Biotechnology 373 0.7
DX Group Industrial Transportation 285 0.5
Victrex Chemicals 239 0.4
Murgitroyd Group Support Services 198 0.4
Fairpoint Group Financial Services 137 0.3
UP Global Sourcing Holdings Household Goods & Home Construction 137 0.3
Total Portfolio 53,827 100.0

Investment Objective and Policy

The investment objective of the Company is to provide Ordinary shareholders with a high income and opportunity for capital growth, having provided a capital return sufficient to repay the full final capital entitlement of the Zero Dividend Preference shares issued by the wholly owned subsidiary company SCZ.

The Company’s investment policy is that:

·   The Company will invest in equities in order to achieve its investment objectives, which are to provide both income and capital growth, predominantly through investment in mid and smaller capitalised UK companies admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market or traded on AIM.

·   The Company will not invest in preference shares, loan stock or notes, convertible securities or fixed interest securities or any similar securities convertible into shares; nor will it invest in the securities of other investment trusts or in unquoted companies.

·   There is no set limit on the Company’s gearing.

Performance Analysis using Key Performance Indicators

At each quarterly Board meeting, the Directors consider a number of key performance indicators (‘KPIs’) to assess the Group’s success in achieving its objectives, including the net asset value (‘NAV’), the dividend per share and the total ongoing charges.

·   The Group’s Consolidated Statement of Comprehensive Income is set out on page 42.

·   A total dividend for the year to 30 April 2017 of 9.81p (2016: 9.10p) per Ordinary share has been declared to shareholders by way of three payments of 1.85p per Ordinary share and a fourth interim dividend payment of 2.40p per Ordinary share and a special dividend of 1.86p per Ordinary share.

·   The NAV per Ordinary share at 30 April 2017 was 248.35p (2016: 211.95p).

·   The ongoing charges (including investment management fees and other expenses but excluding exceptional items) for the year ended 30 April 2017 were 1.93% (2016: 1.88%).

Principal Risks

The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its objective, business model, future performance, solvency or liquidity. The Board regularly considers the principal risks facing the Company. Mitigation of these risks is sought and achieved in a number of ways as set out below:

Market risk

The Company is exposed to UK market risk due to fluctuations in the market prices of its investments.

The Investment Manager actively monitors economic performance of investee companies and reports regularly to the Board on a formal and informal basis. The Board formally meets with the Investment Manager on a quarterly basis when the portfolio transactions and performance are discussed and reviewed.

The Company is substantially dependent on the services of the Investment Manager’s investment team for the implementation of its investment policy.

The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego notional gains, during negative market movements this may provide protection.

Discount volatility

The Board recognises that, as a closed ended company, it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board, with its advisers, monitors the Company’s discount levels and shares may be bought back should it be thought appropriate to do so by the Board.

Regulatory risks

A breach of Companies Act provisions and Financial Conduct Authority (‘FCA’) rules may result in the Group’s companies being liable to fines or the suspension of either of the Group companies from listing and from trading on the London Stock Exchange. The Board, with its advisers, monitors the Company’s and SCZ’s regulatory obligations both on an ongoing basis and at quarterly Board meetings.

Financial risk

The financial position of the Group is reviewed in detail at each Board meeting and monitored by the Audit Committee.

New developments in accounting standards and industry-related issues are actively reported to and monitored by the Board and its advisers, ensuring that appropriate accounting policies are adhered to.

A more detailed explanation of the financial risks facing the Group is given in note 24 to the financial statements on pages 60 to 65.

Gearing

The Company’s shares are geared by the Zero Dividend Preference shares and should be regarded as carrying above average risk since a positive NAV for the Company’s shareholders will be dependent upon the Company’s assets being sufficient to meet those prior entitlements of the holders of Zero Dividend Preference shares. As a consequence of the gearing, a decline in the value of the Company’s investment portfolio will result in a greater percentage decline in the NAV of the Ordinary Shares.

Refinancing Bank

SCZ might issue Zero Dividend Preference shares but due to adverse market conditions the demand might be limited. This would restrict the growth capacity of the Company and potentially cause shrinkage of the portfolio. The Investment Manager monitors market conditions, receives regular updates from the Company’s Brokers and meets potential investors in person in an effort to the extent of investor demand.

Viability Statement

The Board reviews the performance and progress of the Company over various time periods and uses these assessments, regular investment performance updates from the Investment Manager and a continuing programme of monitoring risk, to assess the future viability of the Company. The Directors consider that a period of three years is the most appropriate time horizon to consider the Company’s viability, and after careful analysis, the Directors believe that the Company is viable over a three-year period. The following facts support the Directors’ view:

·   The Company has a liquid investment portfolio invested predominantly in readily realisable smaller capitalised UK-listed and AIM traded securities and has some short-term cash on deposit.

·   Revenue expenses of the Company are covered multiple times by investment income.

In order to maintain viability, the Company has a robust risk control framework for the identification and mitigation of risk which is reviewed regularly by the Board. The Directors also seek reassurance from suppliers that their operations are well managed and they are taking appropriate action to monitor and mitigate risk. The Directors have a reasonable expection that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment.

Other Statutory Information

Company status and business model

The Company was incorporated on 6 April 1999 and commenced trading on 12 May 1999. The Company is a closed-ended investment trust with registered number 03749536. Its capital structure consists of Ordinary shares of 25p each, which are listed and traded on the main market of the London Stock Exchange.

The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HMRC as an investment trust under Sections 1158/1159 of the Corporation Tax Act 2010 (‘1158/1159’) on an ongoing basis. The Company will be treated as an investment trust company subject to there being no serious breaches of the conditions for approval. The Company is also an investment company as defined in Section 833 of the Companies Act 2006. The current portfolio of the Company is such that its shares are eligible for inclusion in ISAs up to the maximum annual subscription limit and the Directors expect this eligibility to be maintained.

On 1 August 2016, the Company changed its name from Small Companies Dividend Trust plc.

The Group financial statements consolidate the audited annual report and financial statements of the Company and SCZ, its subsidiary undertaking, for the year ended 30 April 2017. The Company owns 100% of the issued ordinary share capital of SCZ, which was incorporated on 13 July 2012.

Further information on the capital structure of the Company and SCZ can be found on pages 68 and 69.

AIFM

The Board has registered itself as a Small Registered Alternative Investment Fund Manager (‘AIFM’) with the FCA and all required returns have been completed and filed.

Employees, environmental, human rights and community issues

The Board recognises the requirement under Section 414C of the Companies Act to detail information about employees, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements and the requirements of the Modern Slavery Act 2015 do not apply to the Company as it has no employees and no physical assets, all the Directors are non-executive and it has outsourced all its management and administrative functions to third-party service providers. The Company has therefore not reported further in respect of these provisions. However, in carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.

Current and future developments

A review of the main features of the year and the outlook for the Company are contained in the Chairman’s Statement on pages 2 and 3 and the Investment Manager’s Report on pages 4 to 9.

Dividends declared/paid

Payment date 30 April 2017
pence
30 April 2016
pence
First interim 5 October 2016 1.85 1.70
Second interim 5 January 2017 1.85 1.70
Third interim 31 March 2017 1.85 1.70
Fourth interim 3 July 2017 2.40 2.40
7.95 7.50
Special dividend 3 July 2017 1.86 1.60
9.81 9.10

The Directors have not recommended a final dividend in respect of the year ended 30 April 2017.

Diversity

The Board of Directors of the Company comprised four male Directors in the year to 30 April 2017. The Board recognises the benefits of diversity in future appointments to the Board; however, the key criteria for the appointment of new directors will be the appropriate skills and experience in the interests of shareholder value. The Directors are satisfied that the Board currently contains members with an appropriate breadth of skills and experience. No new appointments to the Board have been made or are contemplated at present.

The Strategic Report is signed on behalf of the Board by

Lord Lamont of Lerwick

Chairman

14 July 2017

Directors

The Directors are:

The Rt Hon. Lord Lamont of Lerwick*+ (Chairman) was Chancellor of the Exchequer between 1990 and 1993. Prior to his appointment, Lord Lamont was Chief Secretary to the Treasury between 1989 and 1990. Following his retirement as a Member of Parliament in 1997, he has held numerous positions as a director of various organisations and funds, including NM Rothschild and Sons Limited. He is an adviser to BC Partners and Stanhope Capital.

Lord Lamont was appointed to the Board on 27 February 2006.

David Harris*+ is chief executive of InvaTrust Consultancy Limited. The company specialises in marketing issues relating to the investment and financial services industry. He writes regular articles for the national and trade press on investment matters. From 1995 to 1999 he was a director of the AIC with specific responsibility for training and education of independent financial advisers. He is a non-executive director of the Character Group PLC, Aseana Properties Limited, F&C Managed Portfolio Trust PLC and Manchester and London Investment Trust PLC.

Mr Harris was appointed to the Board on 30 May 2000 and served as Audit Committee Chairman until 15 June 2016.

William van Heesewijk began his career with Lloyds Bank International in 1981, working for both the merchant banking and investment management arms. He has been involved in the investment trust industry since 1987 in various capacities. During his tenure with Fidelity Investments International, Gartmore Investment Management PLC and BFS Investments PLC he managed several launches of onshore and offshore investment funds, including a number of roll-overs and reconstructions involving complex capital structures and across several geographic regions. His roles involved business development, project management, sales and marketing. He is the Business Development Director of Chelverton Asset Management Limited. He is a member of the Association of Investment Companies Managers forum.

Mr van Heesewijk was appointed to the Board on 1 December 2005.

Howard Myles*+ was a partner in Ernst & Young from 2001 to 2007 and was responsible for the Investment Funds Corporate Advisory Team. He was previously with UBS Warburg from 1987 to 2001. Mr Myles began his career in stockbroking in 1971 as an equity salesman and in 1975 joined Touche Ross & Co, where he qualified as a chartered accountant. In 1978 he joined W Greenwell & Co in the corporate broking team and in 1987 moved to SG Warburg Securities, where he was involved in a wide range of commercial and industrial transactions in addition to leading Warburg’s corporate finance function for investment funds. He is now a non-executive director of Lazard World Trust Fund SICAF S.A., Aberdeen Private Equity Fund Limited, Baker Steel Resources Trust Limited, JPMorgan Brazil Investment Trust plc, The Forest Company Limited and BBGI SICAV S.A.

Mr Myles was appointed to the Board on 15 March 2011. He became Chairman of the Audit Committee on 15 June 2016.

* Independent

+ Audit Committee member

Investment Manager, Secretary and Registrar

Investment Manager: Chelverton Asset Management Limited (‘Chelverton’)

Chelverton was formed in 1998 by David Horner, who has considerable experience of analysing investments and working with smaller companies. Chelverton is largely owned by its employees.

Chelverton is a specialist fund manager focused on UK mid and small companies and has a successful track record. At 31 May 2017, Chelverton had total funds under management of approximately £650 million including two investment trust companies and two OEICs. The fund management team comprises David Horner, David Taylor and James Baker.

Chelverton is authorised and regulated by the FCA.

Administrator and Corporate Secretary: Maitland Administration Services Limited

Maitland Administration Services Limited provides company secretarial and administrative services for the Group. The Maitland group provides administration and regulatory oversight solutions for a wide range of investment companies.

Registrar: Share Registrars Limited

Share Registrars Limited is a CREST registrar established in 2004 and provides share registration services to over 220 client companies.

Directors’ Report

The Directors present their Annual Report and financial statements for the Group and the Company for the year ended 30 April 2017.

Directors

The Directors who served during the year ended 30 April 2017 are listed on page 15. None of the Directors nor any persons connected with them had a material interest in any of the Company’s transactions, arrangements or agreements during the year, except Mr van Heesewijk, who by virtue of his employment with Chelverton is interested in the Investment Management Agreement. None of the Directors has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the current financial year. There have been no loans or guarantees from the Company or its subsidiary undertakings, to any Director at any time during the year or thereafter.

Corporate Governance

A formal statement on Corporate Governance and the Company compliance with the UK Corporate Governance Code and the AIC on Corporate Governance can be found on pages 22 to 28.

Management agreements

The Company’s investments are managed by Chelverton Asset Management Limited under an agreement (‘the Investment Management Agreement’) dated 30 April 2006 (effective from 1 December 2005). A periodic fee is payable quarterly in arrears at an annual rate of 1% of the value of the gross assets under management of the Company.

The Investment Management Agreement may be terminated by 12 months’ written notice. There are no additional arrangements in place for compensation beyond the notice period.

Under another agreement (‘the Administration Agreement’) dated 1 January 2016, company secretarial services and the general administration of the Group are undertaken by Maitland Administration Services Limited (‘Maitland’). Their fee is subject to review at intervals of not less than three years. The Administration Agreement may be terminated by six months’ written notice.

It is the Directors’ opinion that the continuing appointment of the Investment Manager and the Administrator/Secretary on the terms agreed is in the best interests of the Group and its shareholders. The Directors are satisfied that Chelverton has the required skill and expertise to continue successfully to manage the Group’s assets, and is satisfied with the services provided by Maitland.

Dividends

Details of the dividends declared and paid by the Board are set out in the Strategic Report on page 13.

Substantial shareholdings

The Directors have been informed of the following notifiable interests in the voting shares of the Company at 30 April 2017:

Number of % of
Ordinary shares shares voting rights
Hargreaves Lansdown Asset Management 3,018,024 17.96%
Alliance Trust Savings 1,400,603 8.34%
Barclays Wealth Management (UK) 850,997 5.07%
TD Direct Investing 771,895 4.59%
Halifax Share Dealing 735,220 4.38%
Integrated Financial 694,915 4.14%
AJ Bell Securities 692,805 4.12%
Interactive Investor Sharedealing 679,637 4.05%
Charles Stanley & Co 672,444 4.00%
Jarvis Investment Management 661,441 3.94%
Equinti 620,693 3.70%
Consistent Unit Trust Management 600,000 3.57%
Jupiter Asset Management 600,000 3.57%
Philip J Milton & Company 622,275 3.76%

The Company has not been notified of any changes to the above holdings between 30 April 2017 and the date of this report.

Special business at the Annual General Meeting

The Company’s AGM will be held at 11.00 am on Thursday 7 September 2017. The Notice of Meeting is set out on pages 72 to 76.

In addition to the ordinary business of the meeting, there are a number of items of special business, as follows:

Remuneration Policy

An Ordinary Resolution was passed at the AGM held in 2014 approving the Remuneration Policy. This Policy must be approved at least every three years, therefore it will be submitted at this year’s AGM as Resolution 8. The proposed Policy is set out on page 33 of the Directors’ Remuneration Report, which if approved, shall take effect immediately after the end of the Annual General Meeting. There are no substantive changes to the Policy that is already in place.

Authority to issue shares and disapply pre-emption rights

An Ordinary Resolution was passed at the last AGM held on 8 September 2016 giving Directors authority, pursuant to Section 551 of the Companies Act 2006, to allot Ordinary shares up to an aggregate nominal value equal to £1,379,167 (which figure represented one-third of the issued share capital of the Company). This authority expires at the conclusion of the next AGM. The Directors are seeking renewal, pursuant to Section 551 of the Companies Act 2006, to allot up to an aggregate nominal value equal to £1,445,833, being one-third of the Ordinary shares in issue at the date of this report, as set out in Resolution 9 in the Notice of Meeting. This authority will expire at the AGM to be held in 2018 or 15 months from the passing of the Resolution, whichever is earlier.

A Special Resolution was also passed on 8 September 2016 giving the Directors power to issue Ordinary shares for cash notwithstanding the pre-emption provisions of the Companies Act 2006 and permitting the Directors to issue shares without being required to offer them to existing shareholders in proportion to their current holdings. This power expires at the conclusion of the next AGM and the Directors are seeking its renewal, pursuant to Sections 570 and 573 of the Companies Act 2006, to enable the Directors to issue up to 10% of the issued Ordinary share capital, representing 1,735,000 Ordinary shares at the date of this report, as set out in the Notice of Meeting as Resolution 10.

This authority will also cover the sale of shares held in Treasury, and will expire at the AGM to be held in 2018 or 15 months from the passing of the Resolution, whichever is earlier. The authorities to issue shares will only be used when it would be in the interests of shareholders as a whole. The Directors do not currently intend to issue or sell shares from Treasury other than above the prevailing NAV.

Purchase of own shares

At the AGM held on 8 September 2016 the Directors were granted the authority to buy back in the market up to 14.99% of the Company’s Ordinary shares in circulation at that date for cancellation or placing into Treasury. No shares have been purchased under this authority which remains in force. Resolution 12 as set out in the Notice of Meeting will renew this authority for up to 14.99% of the current issued Ordinary share capital in circulation, which represents 2,600,765 Ordinary shares at the date of this report. The Directors do not intend to use the authority to purchase the Company’s shares unless to do so would result in an increase in the net asset value per share for the remaining shareholders and would generally be in the interests of all shareholders. The authority, if given, will lapse at the AGM to be held in 2018 or 15 months from the passing of this Resolution, whichever is earlier.

Purchases will be made on the open market. The price paid for Ordinary shares will not be less than 25p and not more than the higher of (i) 5% above the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) of the Ordinary shares for the five business days immediately preceding the date on which the Ordinary share is purchased, and (ii) the higher of the price of the last independent trade and the current highest independent bid on the London Stock Exchange. Shares may be cancelled or placed in Treasury.

Pursuant to the loan agreement between the Company and SCZ, the Company will not purchase any of its Ordinary shares out of capital reserves unless the cover for the final redemption value of the Zero Dividend Preference shares is at least 1.9 times after the purchase.

Notice period for general meetings

Resolution 12 is a Special Resolution that will give the Directors the ability to convene general meetings, other than Annual General Meetings, on a minimum of 14 clear days’ notice. The minimum notice period for annual general meetings will remain at 21 clear days. The approval will be effective until the Company’s Annual General Meeting to be held in 2018, at which it is intended that renewal will be sought. The Company will have to offer facilities for all shareholders to vote by electronic means for any general meeting convened on 14 days’ notice. The Directors will only call a general meeting on 14 days’ notice where they consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt with expediently.

Recommendation

The Board considers that the Resolutions to be proposed at the AGM are in the best interests of shareholders as a whole and the Company and, accordingly, recommends that shareholders vote in favour of each Resolution, as the Directors intend to do in respect of their own beneficial shareholdings representing c.1% of the issued share capital.

Company information

The following information is disclosed in accordance with the Companies Act 2006:

·   The Group’s capital structure and voting rights are summarised on pages 68 to 69.

·   Details of the substantial shareholders in the Company are listed on page 18.

·   The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of Association.

·   The Articles of Association can be amended by the passing of a Special Resolution of the members in a General Meeting.

·   Amendment of the Articles of Association and the giving of powers to issue or buy back the Company’s shares require the relevant Resolution to be passed by shareholders. The Board’s current powers to issue or buy back shares and proposals for their renewal are detailed on pages 18 and 19.

·   There are no restrictions concerning the transfer of securities in the Company; no restrictions on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid.

·   Consideration of likely future developments is detailed in the Strategic Report on pages 1 to 13.

Special business at the SCZ Annual General Meeting

The SCZ’s AGM will be held on Thursday 7 September 2017 following the Company’s AGM. The Notice of Meeting is set out in the SCZ Annual Report.

In addition to the ordinary business of the meeting, there are a number of items of special business, as follows:

Authority to issue shares

An Ordinary Resolution was passed at the last AGM held on 8 September 2016 giving Directors authority, pursuant to Section 551 of the Companies Act 2006, to allot shares up to an aggregate nominal value equal to £2,833,333 (which figure represented one-third of the issued share capital of the SCZ). This authority expires at the conclusion of the next AGM. The Directors are seeking renewal, pursuant to Section 551 of the Companies Act 2006, to allot up to an aggregate nominal value equal to £3,166,333, being one-third of the Zero Dividend Preference shares in issue at the date of this report, as set out in Resolution 6 in the SCZ Notice of Meeting. This authority will expire at the AGM to be held in 2018 or 15 months from the passing of the Resolution, whichever is earlier.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are described in the Chairman’s Report on pages 2 and 3 and in the Investment Manager’s Report on pages 4 to 9. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial statements. In addition, note 24 on pages 60 to 65 to the financial statements sets out the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk. The Group has adequate financial resources and, as a consequence, the Directors believe that the Group is well placed to manage its business risks successfully and it is appropriate to adopt the going concern basis.

Global greenhouse gas emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.

Auditor

The Auditor, Hazlewoods LLP, has indicated its willingness to continue in office until such time as the audit tender process for the 2018 audit is completed, and Resolution 7 proposing its re-appointment and authorising the Directors to determine its remuneration for the ensuing year will be submitted at the AGM.

The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are each aware, that there is no relevant audit information of which the Auditor is unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the Auditor.

On behalf of the Board

Lord Lamont of Lerwick

Chairman

14 July 2017

Statement on Corporate Governance

The Company is committed to maintaining high standards of corporate governance and the Directors are accountable to shareholders for the governance of the Group’s affairs.

Statement of compliance with the UK Corporate Governance Code (‘the Governance Code’)

The Directors have reviewed the detailed principles outlined in the Governance Code and confirm that, to the extent that they are relevant to the Company’s business, they have complied with the provisions of the Governance Code throughout the year ended 30 April 2017 except as explained in this section as being non-compliant and that the Company’s current practice is in all material respects consistent with the principles of the Governance Code.

The Board also confirms that, to the best of its knowledge and understanding, procedures were in place to meet the requirements of the Governance Code relating to internal controls throughout the year under review. This statement describes how the principles of the Governance Code have been applied in the affairs of the Company.

As an investment trust, the Company has also taken into account the Code of Corporate Governance produced by the Association of Investment Companies (‘the AIC Code’), which is intended as a framework of best practice specifically for AIC member companies.

The AIC Code, as explained by the AIC Corporate Governance Guide (‘the AIC Guide’), addresses all the principles set out in the Governance Code, and there are some areas where the AIC Code is more flexible than the Governance Code for investment companies. The Board has taken steps to adhere to its principles and follow the recommendations in the AIC Code where it believes they are appropriate.

A copy of the AIC Code and the AIC Guide can be obtained via the AIC website, www.theaic.co.uk, and a copy of the Governance Code can be obtained at www.frc.org.uk.

The Company has not complied with the following provisions of the Governance Code:

·   owing to the size of the Board, it is felt inappropriate to appoint a senior independent non-executive Director.

·   as the Group has no staff, other than Directors, there are no procedures in place in relation to whistle-blowing. The Board has satisfied itself there are appropriate whistle-blowing procedures in place at its service providers.

Board responsibilities and relationship with Investment Manager

The Board is responsible for the investment policy and strategic and operational decisions of the Group and for ensuring that the Group is run in accordance with all regulatory and statutory requirements. These procedures have been formalised in a schedule of matters reserved for decision by the Board. These matters include:

·   the maintenance of clear investment objectives and risk management policies, changes to which require Board approval;

·   the monitoring of the business activities of the Group, including investment performance and annual budgeting; and

·   review of matters delegated to the Investment Manager, Administrator or Secretary.

The Group’s day-to-day functions have been delegated to a number of service providers, each engaged under separate legal agreements. At each Board meeting the Directors follow a formal agenda prepared and circulated in advance of the meeting by the Company Secretary to review the Group’s investments and all other important issues, such as asset allocation, gearing policy, corporate strategic issues, cash management, peer group performance, marketing and shareholder relations, investment outlook and revenue forecasts, to ensure that control is maintained over the Group’s affairs. The Board regularly considers its overall strategy.

The management of the Group’s assets is delegated to Chelverton. At each Board meeting, representatives of Chelverton are in attendance to present verbal and written reports covering its activity, portfolio composition and investment performance over the preceding period. Ongoing communication with the Board is maintained between formal meetings. The Investment Manager ensures that Directors have timely access to all relevant management and financial information to enable informed decisions to be made and contacts the Board as required for specific guidance. The Company Secretary and Investment Manager prepare briefing notes for Board consideration on matters of relevance, for example changes to the Group’s economic and financial environment, statutory and regulatory changes and corporate governance best practice.

The Company has arranged a Directors’ and Officers’ Liability insurance policy which includes cover for legal expenses.

The Articles of Association of both the Company and SCZ provide the Directors, subject to the provisions of UK legislation, with an indemnity in respect of liabilities which they may sustain or incur in connection with their appointment. Save for this, there are no qualifying third-party indemnity provisions in force.

Board membership

At the year end the Board consisted of four Directors, all of whom are non-executive. The Group has no employees. The Board seeks to ensure that it has the appropriate balance of skills, experience and length of service amongst its members. The Board’s policy on tenure is that Directors can stand for more than nine years. The Board considers that length of service does not necessarily compromise the independence or contribution of directors of investment trust companies where experience and continuity can be a significant strength. The Directors possess a wide range of business and financial expertise relevant to the direction of the Group and Company and consider that they commit sufficient time to the Group and Company’s affairs. On appointment to the Board, Directors are fully briefed as to their responsibilities by the Chairman and the Investment Manager. Brief biographical details of the Directors can be found on page 15.

The Directors meet at regular Board meetings, held at least four times a year, and additional meetings and telephone meetings are arranged as necessary. During the year to 30 April 2017 the Board met four times and all Directors were present at all Board meetings.

Board effectiveness

The Board conducts an annual review of the performance of the Board, its Committees and the Directors. The Board is satisfied from the results of its last evaluation that the Board, its Committees and Directors function effectively, collectively and individually and that the Board contains an appropriate balance of skills and experience to effectively manage the Company.

Chairman

The Chairman, Lord Lamont, is independent. He has shown himself to have sufficient time to commit to the Group’s affairs. The Company does not have a chief executive officer, as it has no executive directors. The Chairman has no relationships that may create a conflict of interest between the Chairman’s interest and those of the shareholders. The Chairman does not sit on the Board of any other investment company managed by Chelverton.

Directors’ independence

In accordance with the Listing Rules for investment entities, the Board has reviewed the status of its individual Directors and the Board as a whole.

The Governance Code requires that this report should identify each non-executive Director the Board considers to be independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement, stating its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination.

Mr Myles is deemed to be independent of the Investment Manager. Despite being on the Board for over nine years, the Board believes Lord Lamont and Mr Harris are also independent. They all continue to perform their roles effectively. Mr van Heesewijk is not deemed independent by virtue of his employment by Chelverton. In accordance with the requirements of the Listing Rules, Mr van Heesewijk is subject to annual re-election due to this connection. The majority of the Board, being three of the four Directors, is therefore independent.

Under the Articles of Association, one-third of Directors will retire by rotation at each AGM and no Director shall serve a term of more than three years before re-election, in accordance with corporate governance principles. The Board has reviewed the appointment of those Directors retiring at the forthcoming AGM. In accordance with the Governance and AIC Codes, Lord Lamont and Mr Harris will offer themselves for re-election (and do so on an annual basis), having served on the Board for over nine years. Mr van Heesewijk as a non-independent Director will also stand for re-election. Mr Myles will also stand for re-election as he was last re-elected in 2014. The Board recommends that shareholders vote for the re-election of Lord Lamont, Mr Harris, Mr Myles and Mr van Heesewijk as it believes their contributions to the Board to be effective, that they demonstrate commitment to their roles as non-executive Directors of the Company and have actively contributed throughout the year.

Senior Independent Director

No separate Senior Independent Director has been appointed to the Board as, in the view of the Directors, it is inappropriate to do so given the size and composition of the Board. All the Directors make themselves available to shareholders at general meetings of the Company. The Directors can be contacted at other times via the Company Secretary.

Audit Committee

The Audit Committee comprises the independent Directors. The Committee met twice during the year ended 30 April 2017, with Mr Myles as Chairman. All members of the Committee were present at both meetings. The Audit Committee has direct access to the Group’s Auditor, Hazlewoods LLP, and representatives of Hazlewoods LLP attend the year end Audit Committee meeting.

The primary responsibilities of the Audit Committee are: to review the effectiveness of the internal control environment of the Group and monitor adherence to best practice in corporate governance; to make recommendations to the Board in relation to the re-appointment of the Auditor and to approve their remuneration and terms of engagement; to review and monitor the Auditor’s independence and objectivity and the scope and effectiveness of the audit process and to provide a forum through which the Group’s Auditor reports to the Board. The Audit Committee also has responsibility for monitoring the integrity of the financial statements and accounting policies of the Group and for reviewing the Group’s financial reporting and internal control policies and procedures. Committee members consider that individually and collectively they are appropriately experienced in accounting and audit processes to fulfil the role required.

Management Engagement Committee

The functions performed by this type of Committee are carried out by the Board of the Company.

The Board reviewed the performance of the Investment Manager’s obligations under the Investment Management Agreement. Based on this performance, the Board decided that the Investment Manager’s appointment continues. It also reviewed the performance of the Company Secretary, the Custodian and the Registrar and matters concerning their respective agreements with the Company.

Nominations Committee

The functions performed by this type of Committee are carried out by the Board of the Company.

The Board evaluated the performance of Directors and the Chairman for the year ended 30 April 2017. As a result of the evaluation, the Board considers that all Directors contribute effectively and have the skills and experience relevant to the leadership and direction of the Company. The Board also recommended the re­appointment of those Directors standing for re-election at the Annual General Meeting.

Remuneration Committee

The functions performed by this type of Committee are carried out by the Board of the Company.

The Board assessed the Directors’ fees, following proper consideration of the role that individual Directors fulfil in respect of Board and Committee responsibilities, the time committed to the Group’s affairs and remuneration levels generally within the investment trust sector.

Under the Listing Rules, the Governance Code principles relating to directors’ remuneration do not apply to an investment trust company other than to the extent that they relate specifically to non-executive directors. Detailed information on the remuneration arrangements can be found in the Directors’ Remuneration Report on pages 31 to 34 and in note 5 to the financial statements.

Independent professional advice

The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may take independent professional advice at the Company’s expense.

Institutional investors – use of voting rights

The Investment Manager, in the absence of explicit instruction from the Board, is empowered to exercise discretion in the use of the Company’s voting rights.

Conflicts of interest

It is the responsibility of each individual Director to avoid an unauthorised conflict arising. He must notify and request authorisation from the Board as soon as he becomes aware of the possibility of a conflict arising.

The Board is responsible for considering Directors’ requests for authorisation of conflicts and for deciding whether or not the conflict should be authorised. The factors to be considered will include whether the conflict could prevent the Director from properly performing his duties, whether it has, or could have, any impact on the Group and whether it could be regarded as likely to affect the judgement and/or actions of the Director in question. When the Board is deciding whether to authorise a conflict or potential conflict, only Directors who have no interest in the matter being considered are able to take the relevant decision, and in taking the decision the Directors must act in a way they consider, in good faith, will be most likely to promote the Group’s success. The Directors are able to impose limits or conditions when giving authorisation if they think this is appropriate in the circumstances.

A register of conflicts is maintained by the Company Secretary and is reviewed at Board meetings, to ensure that any authorised conflicts remain appropriate. Directors are required to confirm at these meetings whether there has been any change to their position.

Internal control review

The Board is responsible for establishing and maintaining the Group’s systems of internal control and for reviewing their effectiveness.

An ongoing process, in accordance with the guidance supplied by the Financial Reporting Council, ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, is in place for identifying, evaluating and managing risks faced by the Company and the Group. The Company’s risks are documented and evaluated using a risk register. This register is reviewed regularly by Directors to ensure appropriate risk mitigation actions are in place. This process helps to ensure that the Board maintains a sound system of internal control to safeguard shareholders’ investments and the Group’s assets. This process also involves a review by Directors of reports on the internal control systems of the service providers who perform all the Company’s administrative and managerial functions. As described below, this process, together with key procedures established with a view to providing effective financial control, have been in place for the full financial year and up to the date the financial statements were approved.

The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s objectives. It should be recognised that such systems can only provide reasonable, rather than absolute, assurance against material misstatement or loss. No significant failings or weaknesses have been identified.

Internal control assessment process

Risk assessment and the review of internal controls is undertaken by the Board in the context of the Group’s overall investment objective. The review covers the key business, operational, compliance and financial risks facing the Company. In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s operations in the light of the following factors:

·   the threat of such risks becoming a reality;

·   the Company’s ability to reduce the incidence and impact of risk on its performance;

·   the cost to the Company and benefits related to the review of risk and associated controls of the Group; and

·   the extent to which third parties operate the relevant controls.

Against this background the Board has split the review into four sections reflecting the nature of the risks being addressed. The sections are as follows:

·   corporate strategy;

·   published information and compliance with laws and regulations;

·   relationship with service providers; and

·   investment and business activities.

Given the nature of the Company’s activities and the fact that most functions are subcontracted, the Group does not have an internal audit function. The Directors have obtained information from key third-party suppliers regarding the controls operated by them. To enable the Board to make an appropriate risk and control assessment, the information and assurances sought from third parties include the following:

·   details of the control environment;

·   identification and evaluation of risks and control objectives;

·   assessment of the communication procedures; and

·   assessment of the control procedures.

The key procedures which have been established to provide effective internal financial controls are as follows:

·   investment management is provided by Chelverton. The Board is responsible for the implementation of the overall investment policy and monitors the actions of the Investment Manager at regular Board meetings;

·   the provision of administration, accounting and company secretarial duties is the responsibility of Maitland Administration Services Limited;

·   custody of assets is undertaken by Jarvis Investment Management Limited;

·   the duties of investment management, accounting and custody of assets are segregated. The procedures of the individual parties are designed to complement one another;

·   the non-executive Directors of the Group clearly define the duties and responsibilities of their agents and advisers in the terms of their contracts. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved; the Board via the Management Engagement Committee monitors their ongoing performance and contractual arrangements;

·   mandates for authorisation of investment transactions and expense payments are set by the Board; and

·   the Board reviews detailed financial information provided by the Administrator on a regular basis.

Company Secretary

The Board has direct access to the advice and services of the Company Secretary, Maitland Administration Service Limited, which is responsible for ensuring that Board and Committee procedures are followed and that applicable regulations are complied with. The Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that the statutory obligations of the Group are met.

Dialogue with shareholders

Communication with shareholders is given a high priority by both the Board and the Investment Manager and all Directors are available to enter into dialogue with shareholders at any time. Major shareholders of the Group have the opportunity to meet with the independent non-executive Directors of the Board in order to ensure that their views are understood. All shareholders are encouraged to attend the AGM, during which the Board and the Investment Manager are available to discuss issues affecting the Group and shareholders have the opportunity to address questions to the Investment Manager, the Board and the Chairmen of the Board’s standing committees.

There are no significant issues raised by major shareholders to bring to all shareholders’ attention, topics of interest are covered in the Strategic Report on pages 1 to 13.

Any shareholder who would like to lodge questions in advance of the AGM is invited to do so either on the reverse of the Proxy Form or in writing to the Company Secretary at the address given on page 71. The Company always responds to letters from individual shareholders.

The Annual and Half Yearly Reports of the Group are prepared by the Board and its advisers to present a full and readily understandable review of the Group’s performance. Copies are available for downloading from the Investment Manager’s website www.chelvertonam.com and on request from the Company Secretary on 01245 398950. Copies of the Annual Report are mailed to shareholders.

Audit Committee Report

Role of the Committee

The Audit Committee (‘the Committee’) provides a forum through which the Group’s Auditor reports to the Board. The Committee is responsible for monitoring the process of production and ensuring the integrity of the Group’s financial statements. The other primary responsibilities of the Committee are:

·   to monitor adherence to best practice in corporate governance;

·   to review the effectiveness of the internal control and risk management environment of the Group;

·   to receive compliance reports from the Investment Manager;

·   to consider the accounting policies of the Group;

·   to make recommendations to the Board in relation to the re-appointment of the Auditor;

·   to make recommendations to the Board in relation to the Auditors’ remuneration and terms of engagement; and

·   to review and monitor the Auditor’s independence and objectivity and the effectiveness of the audit process.

Matters considered in the year

The Committee met twice during the financial year to consider the financial statements and to review the internal control systems. The principal matters considered by the Committee were the valuation of the Group’s assets, proof of ownership of its investments and cash, and the maintenance of its approval as an investment trust.

The Manager and Administrator have reported to the Committee to confirm continuing compliance with their individual regulatory requirements and for maintaining the Company’s investment trust status. These were also reviewed by the Auditor as part of the audit process.

The Committee liaised with the appointed Investment Manager, Chelverton Investment Management Limited, throughout the year, and received reports on their legal compliance at each meeting. A Risk Assessment and Review of Internal Controls document maintained by the Board was considered in detail and amended as necessary. This document is reviewed by the Committee at each meeting.

Internal Audit

The Group does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discussed whether it would be appropriate to establish an internal audit function, and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient. The need for an internal audit function is reviewed annually.

External Audit

The Audit Committee monitors and reviews the effectiveness of the external third-party service providers, audit process for the publication of the Annual Report and makes recommendations to the Board on the re-appointment, remuneration and terms of engagement of the Auditors.

Prior to each Annual Report being published, the Committee considers the appropriateness of the scope of the audit plan, the terms under which the audit is to be conducted, as well as the matter of remuneration, with a view to ensuring the best interests of the Group are promoted.

Audit fees are computed on the basis of the time spent on Group affairs by the Audit partners and staff and on the levels of skill and responsibility of those involved.

Hazlewoods LLP was first appointed as Auditor to the Group on 2 May 2007. As part of its review of the continuing appointment of the Auditor, the Committee considers the length of tenure of the audit firm, its fees and independence, along with any matters raised during each audit. The Committee has discussed with Hazlewoods LLP its objectivity, independence and experience in the investment trust sector.

The Committee has recommended the re-appointment of Hazlewoods LLP on each occasion since their initial appointment, and no tender has been undertaken for the audit of the Group. The Audit Partner for the Group has been rotated once since their initial appointment, most recently in respect of the financial year ended 30 April 2012. In accordance with Auditing Practice Board Ethical Standard 3 (Revised) the audit will be put to tender in 2017 for the 2018 audit.

Hazlewoods LLP has indicated its willingness to continue in office as Auditor of the Group until such time as the audit tender process for the 2018 audit is completed. Following its review, the Committee considers that, individually and collectively, the Auditor is appropriately experienced to fulfil the role required, and have recommended its re-appointment to the Board. A resolution for its re-appointment will be proposed at the forthcoming Annual General Meeting.

The Committee has considered the independence and objectivity of the Auditor and it is satisfied in these respects that Hazlewoods LLP has fulfilled its obligations to the Group and its shareholders. During the year, Hazlewoods provided tax compliance services to the Group. These were not provided by the audit team and the fee is not significant. No other non-audit services were provided in the year. The Committee has advised that, based on its assessment of their performance and independence, Hazlewoods LLP has fulfilled its obligations to the Group and its shareholders.

I intend to be present at the Annual General Meeting to address any questions from shareholders relating to the financial statements.

Howard Myles

Audit Committee Chairman

14 July 2017

Directors’ Remuneration Report

The Board has prepared this Report in accordance with the requirements of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The law requires the Group’s Auditor, Hazlewoods LLP, to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in their report on pages 37 to 40.

Last year, shareholders were asked to approve the Directors’ Remuneration Report at the Annual General Meeting (‘AGM’) through an advisory vote, as has been the case in previous years, and this will again be the case at the next AGM. At the AGM held in 2014 shareholders were also asked to give a binding vote on the Directors’ Remuneration Policy. The Remuneration Policy must be approved at least every three years; therefore, it will be submitted at this year’s AGM.

An Ordinary Resolution to approve to receive and approve the Remuneration Report will be put to shareholders at the forthcoming AGM on 7 September 2017.

The Board considers and approves Directors’ remuneration. No major decisions on or changes to Directors’ remuneration have been made during the year ended 30 April 2017. During the year ended 30 April 2017, the fees were continued at a rate of £20,000 for the Chairman and £17,500 for other Directors, with an additional payment of £2,500 to the Chairman of the Audit Committee.

The Company’s performance

The graph below compares the total return (assuming all dividends are reinvested) to Ordinary shareholders, compared to the total shareholder return of the MSCI UK Small Cap Index. Although the Company has no formal benchmark, the MSCI UK Small Cap Index has been selected as it is considered to represent a broad equity market index against which the performance of the Company’s assets may be adequately assessed.

Click here for graph.

Directors’ service contracts

None of the Directors has a contract of service with the Company, nor has there been any contract or arrangement between the Company and any Director at any time during the year. The terms of their appointment provide that a Director shall retire and be subject to re-election at the first Annual General Meeting after their appointment, and at least every three years after that. Directors who have served on the Board for more than nine years must offer themselves for re-election on an annual basis.

Directors’ entitlements

Directors are only entitled to fees in accordance with the Directors’ Remuneration Policy as approved by shareholders. None of the Directors has any entitlement to pensions or pension-related benefits, medical or life insurance, share options, long-term incentive plans, or any form of performance-related pay. Also, no Director has any right to any payment by way of monetary equivalent, or any assets of the Company except in their capacity as shareholders. There is no notice period and no provision for compensation upon loss of office. The Directors’ emoluments table below therefore does not include columns for any of these items or their monetary equivalents.

Directors’ emoluments for the year ended 30 April 2017 (audited)

The Directors who served in the year received the following emoluments wholly in the form of fees:

Fees/Total

Year to
30 April 2017
Year to
30 April 2016
Lord Lamont (Chairman) 20,000 20,000
D Harris 17,813 20,000
H Myles 19,687 17,500
W van Heesewijk*
57,500 57,500

* William van Heesewijk has waived his entitlement to fees.

During the year no Directors received taxable benefits (2016: same).

Directors’ interests (audited)

The interests of the Directors and any connected persons in the Ordinary shares and Zero Dividend Preference (‘ZDP’) shares of the subsidiary Company are set out below:

Number of Ordinary shares
held at
Number of ZDP shares held at Number of Ordinary shares
held at
Number of ZDP shares held at
Director 30 April 2017 30 April 2017 30 April 2016 30 April 2016
Lord Lamont (Chairman)* 69,588 10,000 69,048 10,000
D Harris 5,802 Nil 5,802 Nil
W van Heesewijk 90,000 Nil 90,000 Nil
H Myles Nil Nil Nil Nil

* Lord Lamont purchased 216 Ordinary Shares on 7 July 2017 under a dividend reinvestment plan.

Significance of spend on pay

Change
2017 2016 %
Dividends paid to Ordinary shareholders in the year 1,585,000 1,291,000 22.78
Total remuneration paid to Directors 57,500 57,500

None of the Directors nor any persons connected with them had a material interest in the Company’s transactions, arrangements or agreements during the year.

The Directors’ Remuneration Report for the year ended 30 April 2016 (Resolution 2) was approved by shareholders at the Annual General Meeting held on 8 September 2016. The votes cast by proxy were as follows:

Number of votes % of votes cast
For 1,125,488 100.00
Against 0 0.00
At Chairman’s discretion 0 0.00
Total votes cast 1,125,488
Number of votes abstained 0

Remuneration Policy

The Board’s policy is that the remuneration of non-executive Directors should be sufficient to attract and retain directors with suitable skills and experience, and is determined in such a way as to reflect the experience of the Board as a whole, in order to be comparable with other organisations and appointments.

The fees of the non-executive Directors are determined within the limits of £112,500, as set out in the Company’s Articles of Association. The approval of shareholders would be required to increase the limits set out in the Articles of Association. Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits, as the Board does not consider such arrangements or benefits necessary or appropriate. Fees for any new Director appointed will be made on the same basis.

The Directors’ Remuneration Policy (Resolution 3) was approved by shareholders at the Annual General Meeting held on 17 September 2014. The votes cast by proxy were as follows:

Number of votes % of votes cast
For 2,034,679 99.65
Against 7,070 0.35
At Chairman’s discretion 0 0.00
Total votes cast 2,041,749
Number of votes abstained 1,200

   

Expected Fees for Year to Fees for Year to
30 April 2018 30 April 2017
Chairman basic fee 20,000 20,000
Non-Executive Director basic fee 17,500 17,500
Audit Committee Chairman additional fee 2,500 2,500

The Company intends to continue with the Directors’ Remuneration Policy over the next financial year on the above basis. Fees payable in respect of subsequent periods will be determined following an annual review. Any views expressed by shareholders on remuneration being paid to Directors would be taken into consideration by the Board. In accordance with the regulations, an Ordinary Resolution to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years.

Approval

The Directors’ Remuneration Report on pages 31 to 34 was approved by the Board on 14 July 2017.

On behalf of the Board

Lord Lamont of Lerwick

Chairman

14 July 2017

Statement of Directors’ Responsibilities

in respect of the Annual Report and the financial statements

The Directors are responsible for preparing the Annual Report and the financial statements. The Directors have elected to prepare financial statements in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU. Company law requires the Directors to prepare such financial statements in accordance with IFRSs and the Companies Act 2006.

Under company law the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group and the Company for that period.

In preparing each of the Group and the Company’s financial statements, the Directors are required to:

·   select suitable accounting policies in accordance with International Accounting Standard (‘IAS’) 8: ‘Accounting Policies, Changes in Accounting Estimates and Errors’ and then apply them consistently;

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

·   provide additional disclosures when compliance with specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group and the Company’s financial position and financial performance;

·   state that the Group and the Company have complied with IFRSs, as adopted by the EU subject to any material departures disclosed and explained in the financial statements; and

·   make judgements and estimates that are reasonable and prudent.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group’s financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group 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, a Directors’ Report, Directors’ Remuneration Report and Statement on Corporate Governance that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the FCA.

The Directors are responsible for the integrity of the information relating to the Company on the Investment Manager’s website. Legislation in the UK governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

The Directors confirm that, to the best of their knowledge and belief:

·   the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group;

·   the Annual Report includes a fair review of the development and performance of the Group, together with a description of the principal risks and uncertainties faced;

·  the Annual Report is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy; and

·  • the Investment Managers’ Report includes a fair review of the development and performance of the business and the Company and its undertakings included in the consolidation taken as a whole and adequately describes the principal risks and uncertainties they face.

On behalf of the Board of Directors

Lord Lamont of Lerwick

Chairman

14 July 2017

Auditor’s Report

to the members of Chelverton Small Companies Dividend Trust PLC

We have audited the Group financial statements of Chelverton Small Companies Dividend Trust PLC for the year ended 30 April 2017 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Changes in Net Equity, the Consolidated and Parent Company Balance Sheets, the Consolidated and Parent Company Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the EU.

This report is made solely to the Group’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group’s members those matters we are required to state to them in an audit report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group’s members as a body, for our audit work, for this report or for the opinions we have formed.

Respective responsibilities of Directors and Auditor

As explained more fully in the Statement of Directors’ Responsibilities set out on pages 35 and 36, the Directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards required us to comply with the Auditing Practices Board’s (‘APB’s’) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and Directors’ Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies, we consider the implications for our report.

Opinion on financial statements

In our opinion the Group financial statements:

·   give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 April 2017 and of its net return and comprehensive income for the year then ended;

·   have been properly prepared in accordance with IFRSs as adopted by the EU; and

·   have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulations.

Our assessment of risks of material misstatement

Without modifying our opinion, we highlight the following matters that are, in our judgement, likely to be most important to users’ understanding of our audit. Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual transactions, balances or disclosures.

Allocation of costs between capital and revenue

The Group is required to apportion its expenses between revenue and capital. This allocation is important as the company can only pay dividends out of revenue. The split has to be performed on the basis of the Board’s expected long-term capital and revenue returns. Our audit work included, but was not restricted to, a detailed review of the actual dividend and capital income received in the past 11 years compared to the Board’s expected long-term capital and revenue returns. The Group’s accounting policy on this allocation is included in note 1.

Revenue recognition

Investment income is the Group’s main source of revenue and is recognised when the Group’s right to the return is established in accordance with the Statement of Recommended Practice. Our audit work included, but was not restricted to, a detailed review of those sources of income recorded in the financial statements and further consideration of other potential sources of income. The Group’s accounting policy on income is included in note 1 and its disclosures about income are included in note 2.

Management override of financial controls

The Group operates a system of financial controls to mitigate its vulnerability to fraud and its financial statements to material error and is reliant upon the efficacy of these controls to ensure that its financial statements present a true and fair view. The financial statements contain a number of significant accounting estimates that require an element of judgement on behalf of management and that are, therefore, potentially open to manipulation. Our audit work included, but was not restricted to, a review of all significant management estimates and detailed consideration of all material judgements applied during the completion of the financial statements. We also reviewed material journal entries processed by management during the period. The Group’s principal accounting policies are included in note 1.

Our application of materiality

We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any identified misstatements and in forming our opinion. For the purpose of determining whether the financial statements are free from material misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements or related disclosures that would make it probable that the judgement of a reasonable person relying on the information would have been changed or influenced by the misstatement or omission. We also determine a level of performance materiality which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

We established materiality for the financial statements as a whole to be £457,000, which is 1% of the value of the Group’s total assets. For income and expenditure items we determined that misstatements of lesser amounts than materiality for the financial statements as a whole would make it probable that the judgement of a reasonable person, relying on the information, would have been changed or influenced by the misstatement or omission. Accordingly, we established materiality for revenue items within the income statement to be £108,000.

An overview of the scope of our audit

Our audit approach was based on a thorough understanding of the Group’s business and is risk-based. The day-to-day management of the Group’s investment portfolio, the custody of its investments and the maintenance of the Group’s accounting records is outsourced to third-party service providers. Accordingly, our audit work is focused on obtaining an understanding of, and evaluating, internal controls at the Group and the third-party service providers, and inspecting records and documents held by the third-party service providers. We undertook substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls over individual systems and the management of specific risks.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion based on the work undertaken in the course of the audit:

·   the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;

·   the information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·   the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.

In the light of our knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors’ Report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the ISAs (UK and Ireland), we are required to report to the Board if, in our opinion, information in the Strategic Report and the Directors’ Report is:

·   materially inconsistent with the information in the audited financial statements; or

·   apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or

·   is otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been disclosed.

Under the Companies Act 2006 we are required to report to you if, in our opinion:

·   adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·   the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

·   certain disclosures of directors’ remuneration specified by law are not made; or

·   we have not received all the information and explanations we require for our audit.

·   the Directors’ statement, set out on page 20, in relation to going concern; and

·   the part of the Statement on Corporate Governance relating to the Group’s compliance with the nine provisions of the UK Corporate Governance Code specified for our review.

Scott Lawrence (Senior Statutory Auditor)

For and on behalf of Hazlewoods LLP, Statutory Auditor

Cheltenham

14 July 2017

Consolidated Statement of Comprehensive Income

for the year ended 30 April 2017

Note Revenue
£’000
2017
Capital
£’000
Total
£’000
Revenue
£’000
2016 Capital
£’000
Total
£’000
Gains on investments at fair value through profit or loss 10 6,642 6,642 3,104 3,104
Investment income 2 2,361 2,361 2,180 2,180
Investment management fee 3 (119) (357) (476) (115) (345) (460)
Other expenses 4 (224) (12) (236) (206) (2) (208)
Net return before finance costs and taxation 2,018 6,273 8,291 1,859 2,757 4,616
Finance costs 6 (633) (633) (597) (597)
Net return before taxation 2,018 5,640 7,658 1,859 2,160 4,019
Taxation 7
Total comprehensive income for the year 2,018 5,640 7,658 1,859 2,160 4,019
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Net return per:
Ordinary share 8 12.17 34.03 46.20 11.23 13.05 24.28
Zero Dividend Preference share 8 7.37 7.37 7.02 7.02

The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance with IFRS as adopted by the EU. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. All of the net return for the period and the total comprehensive income for the period is attributable to the shareholders of the Group. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the AIC.

The notes on pages 46 to 65 form part of these financial statements.

Consolidated and Parent Company Statement of Changes in Net Equity

for the year ended 30 April 2017

Share
capital
Share premium account Capital
reserve
Revenue reserve Total
Note £’000 £’000 £’000 £’000 £’000
Year ended 30 April 2017
30 April 2016 4,138 12,403 15,992 2,544 35,077
Total comprehensive income for the year 5,640 2,018 7,658
Ordinary shares issued 62 519 581
Expenses of ordinary share issue (7) (7)
Dividends paid 9 (1,585) (1,585)
30 April 2017 4,200 12,915 21,632 2,977 41,724
Year ended 30 April 2016
30 April 2015 4,138 12,403 13,832 1,976 32,349
Total comprehensive income for the year 2,160 1,859 4,019
Dividends paid 9 (1,291) (1,291)
30 April 2016 4,138 12,403 15,992 2,544 35,077

The notes on pages 46 to 65 form part of these financial statements.

Consolidated and Parent Company Balance Sheets

as at 30 April 2017

Note Group
2017
£’000
Group
2016
£’000
Company
2017
£’000
Company
2016
£’000
Non-current assets
Investments at fair value through profit or loss 10 53,827 45,376 53,827 45,376
Investments in subsidiary 12 13 13
53,827 45,376 53,840 45,389
Current assets
Trade and other receivables 13 262 333 262 333
Cash and cash equivalents 89 29 89 29
351 362 351 362
Total assets 54,178 45,738 54,191 45,751
Current liabilities
Trade and other payables 14 (146) (132) (159) (145)
Zero Dividend Preference shares 15 (12,308)
Loan from subsidiary 16 ( 12,308)
(12,454) (132) (12,467) (145)
Total assets less current liabilities 41,724 45,606 41,724 45,606
Non-current liabilities
Zero Dividend Preference shares 15 (10,529)
Loan from subsidiary 16 (10,529)
(10,529) (10,529)
Total liabilities (12,454) (10,661) (12,467) (10,674)
Net assets 41,724 35,077 41,724 35,077
Represented by:
Share capital 17 4,200 4,138 4,200 4,138
Share premium account 18 12,915 12,403 12,915 12,403
Capital reserve 18 21,632 15,992 21,632 15,992
Revenue reserve 18 2,977 2,544 2,977 2,544
Equity shareholders’ funds 41,724 35,077 41,724 35,077

The notes on pages 46 to 65 form part of these financial statements.

These financial statements were approved by the Board of Chelverton Small Companies Dividend Trust PLC and authorised for issue on 14 July 2017.

Lord Lamont of Lerwick

 Chairman

Company Registered Number: 03749536

Consolidated and Parent Company Statement of Cash Flows

for the year ended 30 April 2017

Note 2017
£’000
2016
£’000
Operating activities
Investment income received 2,419 2,158
Refund of loan interest 2
Investment management fee paid (457) (510)
Administration and secretarial fees paid (64) (59)
Other cash payments (185) (133)
Net cash inflow from operating activities 20 1,713 1,458
Investing activities
Purchases of investments (13,776) (14,714)
Sales of investments 11,988 14,087
Net cash (outflow)/inflow from investing activities (75) 831
Financing activities
Issue of Zero Dividend Preference shares 1,146
Issue of ordinary shares 581
Expenses of ordinary share issue (7)
Dividends paid 9 (1,585) (1,291)
Net cash inflow/(outflow) from financing activities 135 (1,291)
Change in cash and cash equivalents for year 21 60 (460)
Cash and cash equivalents at start of year 21 & 22 29 489
Cash and cash equivalents at end of year 21 & 22 89 29
Comprises of:
Cash and cash equivalents 22 89 29

The notes on pages 46 to 65 form part of these financial statements.

Notes to the Financial Statements

as at 30 April 2017

1 ACCOUNTING POLICIES

Chelverton Small Companies Dividend Trust PLC is a company domiciled in the UK. The consolidated financial statements for the year ended 30 April 2017 comprise the financial statements of the Company and its subsidiary, SCZ (together referred to as the ‘Group’).

Basis of preparation

The consolidated financial statements of the Group and the financial statements of the Company have been prepared in conformity with IFRSs issued by the International Accounting Standards Board (as adopted by the EU) and Interpretations issued by the International Financial Reporting Interpretations Committee (‘IFRIC’), and applicable requirements of UK company law, and reflect the following policies which have been adopted and applied consistently.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those of the previous financial year.

There were no IFRS standards or IFRIC interpretations adopted for the first time in these financial statements that had a material impact on the Group’s financial statement.

At the date of authorisation of the financial statements, the following Standards which have not been applied in these financial statements were in issue but were not yet effective:

·  IFRS 7 Financial Instruments: Disclosures – Amendments requiring disclosures about the initial application of IFRS 9 (effective 1 January 2016 or otherwise when IFRS 9 is first applied)

·  IFRS 9 Financial Instruments – Classification and measurement of financial assets (effective 1 January 2018)

·  IFRS 9 Financial Instruments – Classification and measurement of financial liabilities and de-recognition requirements from IAS 39 Financial Instruments Recognition and Measurement (effective 1 January 2018)

The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods.

Critical accounting judgements and uses of estimation

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the amounts reported in the Balance Sheet, the Statement of Comprehensive Income. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. There were no significant accounting estimates or significant judgements in the current period.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its wholly-owned subsidiary undertaking, SCZ, drawn up to the same accounting date.

The subsidiary is consolidated from the date of its incorporation, being the date on which the Company obtained control, and will continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights. The financial statements of the subsidiary are prepared for the same reporting year as the Company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated.

As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The amount of the Company’s return for the financial period dealt with in the financial statements of the Group is a profit of £7,658,000 (2016: £4,019,000).

Convention

The financial statements are presented in Sterling rounded to the nearest thousand. The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of investments classified as fair value through profit or loss. Where presentational guidance set out in the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (‘SORP’), issued by the Association of Investment Companies (dated January 2017) is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP.

Segmental reporting

The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business. The Group only invests in companies listed in the UK.

Investments

All investments held by the Group are recorded at ‘fair value through profit or loss’. Investments are initially recognised at cost, being the fair value of the consideration given.

After initial recognition, investments are measured at fair value, with unrealised gains and losses on investments and impairment of investments recognised in the Consolidated Statement of Comprehensive Income and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost.

For investments actively traded in organised financial markets, fair value is generally determined by reference to quoted market bid prices at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.

Trade date accounting

All ‘regular way’ purchases and sales of financial assets are recognised on the ‘trade date’, i.e. the day that the Group commits to purchase or sell the asset. Regular way purchases, or sales, are purchases or sales of financial assets that require delivery of the asset within a time frame generally established by regulation or convention in the market place.

Income

Dividends receivable on quoted equity shares are taken into account on the ex-dividend date. Where no ex-dividend date is quoted, they are brought into account when the Group’s right to receive payment is established. Other investment income and interest receivable are included in the financial statements on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. All expenses are charged through the revenue account in the Consolidated Statement of Comprehensive Income except as follows:

·  expenses which are incidental to the acquisition of an investment are included within the costs of the investment;

·  expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment;

·  expenses are charged to capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; and

·  operating expenses of the subsidiary are borne by the Company and taken 100% to capital.

All other expenses are allocated to revenue with the exception of 75% (2016: 75%) of the Investment Manager’s fee which is allocated to capital. This is in line with the Board’s expected long-term split of returns from the investment portfolio, in the form of income and capital gains respectively.

Cash and cash equivalents

Cash in hand and in banks and short-term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs, where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. Any difference between cost and redemption value is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.

Zero Dividend Preference shares

Shares issued by the subsidiary are treated as a liability of the Group, and are shown in the Balance Sheet at their redemption value at the Balance Sheet date. The appropriations in respect of the Zero Dividend Preference shares necessary to increase the subsidiary’s liabilities to the redemption values are allocated to capital in the Consolidated Statement of Comprehensive Income. This treatment reflects the Board’s long-term expectations that the entitlements of the Zero Dividend Preference shareholders will be satisfied out of gains arising on investments held primarily for capital growth.

Share issue costs

Costs incurred directly in relation to the issue of shares in the subsidiary are borne by the Company and taken 100% to capital. Share issue costs relating to Ordinary share issues by the Company are taken 100% to the share premium account.

Capital Reserve

Capital reserve (other) includes:

·  gains and losses on the disposal of investments;

·  exchange difference of a capital nature; and

·  expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.

Capital reserve (investment holding gains) includes increase and decrease in the valuation of investments held at the year end.

Revenue Reserve

This reserve includes net revenue recognised in the revenue column of the Statement of Comprehensive Income.

Taxation

There is no charge to UK income tax as the Group’s allowable expenses exceed its taxable income. Deferred tax assets in respect of unrelieved excess expenses are not recognised as it is unlikely that the Group will generate sufficient taxable income in the future to utilise these expenses. Deferred tax is not provided on capital gains and losses because the Company meets the conditions for approval as an investment trust company.

Dividends payable to shareholders

Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Net Equity. Dividends declared and approved by the Group after the Balance Sheet date have not been recognised as a liability of the Group at the Balance Sheet date.

2 INCOME

2017 2016
£’000 £’000
Income from listed investments
UK dividend income 2,009 1,962
Overseas dividend income 255 177
Property income distibution 97 39
Other income
Refund of loan interest 2
Total income 2,361 2,180
Total income comprises:
Dividends 2,361 2,178
Interest 2
2,361 2,180

3 INVESTMENT MANAGEMENT FEE

2017 2016
    Revenue Capital Total        Revenue Capital Total
                            £’000 £’000 £’000 £’000 £’000 £’000
Investment management fee                                                                   119 357 476 115 345 460

   

At 30 April 2017 there were amounts outstanding of £72,000 (2016: £53,000).

4 OTHER EXPENSES

2017 2016
£’000 £’000
Administration and secretarial fees 64 64
Directors’ remuneration (note 5) 58 58
Auditor’s remuneration:
audit services*                                                                        21 20
non-audit services*                                                                  3 3
Insurance                                                                              4 4
Other expenses*                                                                   86 59
236 208
Subsidiary operating costs                                                   (12) (2)
224 206
* The above amounts include irrecoverable VAT where applicable.

5 DIRECTORS’ REMUNERATION

2017 2016
£ £
Total fees                                                                    57,500 57,500
Remuneration to Directors
Lord Lamont (Chairman)                                                  20,000 20,000
D Harris                                                                         17,813 20,000
H Myles                                                                         19,687 17,500
W van Heesewijk*                                                                 
* Mr van Heesewijk has waived his entitlement to fees.

6 FINANCE COSTS

2017 2016
£’000 £’000 £’000 £’000 £’000 £’000
Appropriations in respect of
Zero Dividend Preference shares 633 597 597

7 TAXATION          

2017 2016
£’000 £’000
Based on the revenue return for the year
Current tax

The current tax charge for the year is lower than the standard rate of corporation tax in the UK  of 20% to 30 April 2017 and 30 April 2016. The differences are explained below:

2017
Revenue Capital
Total Revenue 2016 Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Return on ordinary activities before taxation 2,018 5,640 7,691 1,859 2,160 4,019
Theoretical corporation tax at 20% 404 1,128 1,538 372 432 804
Effects of:
Capital items not taxable (1,202) (1,208) (501) (501)
UK and overseas dividends which are
not liable to corporation tax
(453) (453) (428) (428)
Excess expenses in the year 49 74 123 56 69 125
Actual current tax charged to the
revenue account

The Group has unrelieved excess expenses of £20,299,712 (2016: £19,678,000). It is unlikely that the Group will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.

8 RETURN PER SHARE

Ordinary shares

Revenue return per Ordinary share is based on revenue on ordinary activities after taxation of £2,018,000 (2016: £1,859,000) and on 16,575,343 (2016: 16,550,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.

Capital return per Ordinary share is based on the capital profit of £5,640,000 (2016: £2,160,000) and on 16,575,343 (2016: 16,550,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.

Zero Dividend Preference shares

Capital return per Zero Dividend Preference share is based on allocations from the Company of £633,000 (2016: £597,000) and on 8,586,063 (2016: 8,500,000) Zero Dividend Preference shares, being the weighted average number of Zero Dividend Preference shares in issue during the year.

9   DIVIDENDS
2017 2016
£’000 £’000
Declared and paid per Ordinary share
Fourth interim dividend for the year ended 30 April 2016 of 2.40p (2015: 2.40p) 397 397
Special dividend for the year ended 30 April 2016 of 1.60p (2015: 0.30p) 265 50
First interim dividend of 1.85p (2016: 1.70p) 306 281
Second interim dividend of 1.85p (2016: 1.70p) 306 281
Third interim dividend of 1.85p (2016: 1.70p) 311 282
1,585 1,291
Declared per Ordinary share*
Fourth interim dividend for the year ended 30 April 2017 of 2.40p (2016: 2.40p) 413 397
Special dividend for the year ended 30 April 2017 of 1.86p (2016: 1.60p) 320 265
733 662
* Dividend paid subsequent to the year end.

10 INVESTMENTS – Group and Company

Listed
£’000
AIM
£’000
2017
Total

£’000
Year ended 30 April 2017
Opening book cost 23,700 15,084 38,784
Opening investment holding gains 3,982 2,610 6,592
Opening valuation 27,682 17,694 45,376
Transfer of GVC Holdings from AIM to listed 524 (524)
Movements in the year:
Purchases at cost 5,632 8,144 13,776
Disposals:
Proceeds (5,826) (6,141) (11,967)
Net realised gains on disposals 1,881 3,632 5,513
Movement in investment holding gains 1,864 (735) 1,129
Closing valuation 31,757 22,070 53,827
Closing book cost 25,911 20,195 46,106
Closing investment holding gains 5,846 1,875 7,721
31,757 22,070 53,827
Realised gains on disposals 1,881 3,632 5,513
Movement in investment holding gains 1,864 (735) 1,129
Gains on investments 3,745 2,897 6,642

   

Listed
£’000
AIM
£’000
2016
Total
£’000
Year ended 30 April 2016
Opening book cost 22,561 11,815 34,376
Opening investment holding gains 4,247 3,058 7,305
Opening valuation 26,808 14,873 41,681
Movements in the year:
Purchases at cost 7,969 6,745 14,714
Disposals:
Proceeds (8,846) (5,277) (14,123)
Net realised gains on disposals 2,016 1,801 3,817
Movement in investment holding gains (265) (448) (713)
Closing valuation 27,682 17,694 45,376
Closing book cost 23,700 15,084 38,784
Closing investment holding gains 3,982 2,610 6,592
27,682 17,694 45,376
Realised gains on disposals 2,016 1,801 3,817
Movement in investment holding gains (265) (448) (713)
Gains on investments 1,751 1,353 3,104

Transaction costs

During the year the Group incurred transaction costs of £52,000 (2016: £64,000) and £29,000 (2016: £35,000) on purchases and sales of investments respectively. These amounts are included in gains on investments, as disclosed in the Consolidated Statement of Comprehensive Income.

11 SIGNIFICANT INTERESTS

The Company has provided notifications of holdings of 3% or more in relevant issuers. The following issuer notifications remain effective as at 30 April 2017:

30 April 2017
Name of issuer Class of share % held
Coral Products Plc Ordinary 7.6
RTC Group Plc Ordinary 6.9
Chamberlin Plc Ordinary 6.3
Anglo African Oil & Gas Plc Ordinary 4.7
Orchard Funding Group Plc Ordinary 3.3
Belvoir Lettings Plc Ordinary 3.1

12 INVESTMENT IN SUBSIDIARY

The Company owns the whole of the issued ordinary share capital of SCZ, especially formed for the issuing of Zero Dividend Preference shares, which is incorporated and registered in England and Wales, under company number: 08142169.

13 TRADE AND OTHER RECEIVABLES

Group Group Company Company
2017 2016 2017 2016
£’000 £’000 £’000 £’000
Amounts due from Brokers 15 36 15 36
Dividends receivable 235 295 235 295
Prepayments and accrued income 12 2 12 2
262 333 262 333

14 TRADE AND OTHER PAYABLES

Group Group Company Company
2017 2016 2017 2016
£’000 £’000 £’000 £’000
Trade and other payables 146 132 146 132
Loan from subsidiary undertaking 13 13
146 132 159 145

15 ZERO DIVIDEND PREFERENCE SHARES

On 28 August 2012, SCZ issued 8,500,000 Zero Dividend Preference shares at 100p per share and with net proceeds of £8.3 million. The expenses of the placing were borne by the Company and the Investment Manager. On 24 March 2017, SCZ issued a further 849,000 Zero Dividend Preference shares at a premium of 135p per share and with net proceeds of £1,146,000. The Zero Dividend Preference shares each have an initial capital entitlement of 100p per share, growing by an annual rate of 6% compounded daily to 136.70p on 8 January 2018, a total of £12,780,000. The accrued entitlement as per the Articles of Association of SCZ at 30 April 2017 was 131.65p (2016: 123.87p) per share, being £12,308,000 (2016: £10,529,000) in total, and the total amount accrued for the year of £633,000 (2016: £597,000) has been charged to capital.

16 SECURED LOAN

Pursuant to a loan agreement between SCZ and the Company, SCZ has lent the gross proceeds of £8,500,000, raised from the placing on 28 August 2012 of 8,500,000 Zero Dividend Preference shares at 100p, to the Company. SCZ has lent the gross proceeds of £1,146,000 raised from the additional placing on 24 March 2017 of 849,000 Zero Dividend Preference shares at a premium of 135p per share to the Company. The loan is non-interest bearing and is repayable three business days before the Zero Dividend Preference share redemption date of 8 January 2018 or, if required by SCZ, at any time prior to that date in order to repay the Zero Dividend preference share entitlement. The funds are to be managed in accordance with the investment policy of the Company.

The loan is secured by way of a floating charge on the Company’s assets under a debenture entered into between the Company and SCZ dated 1 August 2012.

A contribution agreement between the Company and SCZ has also been made whereby the Company will undertake to contribute such funds as would ensure that SCZ will have in aggregate sufficient assets on 8 January 2018 to satisfy the final capital entitlement of the Zero Dividend Preference shares. At 30 April 2017 the contribution due from the Company to cover the accrued entitlement was £633,000 (2016: £597,000).

Company
2017
£’000
Company
2016
£’000
Value at 1 May 10,529 9,932
Loan issued during year 1,146
Contribution to accrued capital entitlement of Zero Dividend Preference shares 633 597
Value at 30 April 12,308 10,529

17 SHARE CAPITAL

2017 2016
Number £’000 Number £’000
Issued, allotted and fully paid:
Opening balance 16,550,000 4,138 16,550,000 4,138
Issue of Ordinary shares 250,000 62
16,800,000 4,200 16,550,000 4,138

On 24 March 2017, the Company announced the issue of 250,000 Ordinary shares of 25p each at an issue price of 232.56p per Ordinary share.

The rights attaching to the Ordinary shares are:

As to dividends each year

Ordinary shares are entitled to all the revenue profits of the Company available for distribution, including all undistributed income.

As to capital on winding up

On a winding up, holders of Zero Dividend Preference shares issued by SCZ are entitled to a payment of an amount equal to 100p per share, increased daily from 28 August 2012 at such a compound rate as will give a final entitlement to 136.70p for each Zero Dividend Preference share at 8 January 2018, £12,780,000 in total.

The holders of Ordinary shares will receive all the remaining Group assets available for distribution to shareholders after payment of all debts and satisfaction of all liabilities of the Company rateably according to the amounts paid or credited as paid up on the Ordinary shares held by them respectively.

Voting

Each holder of Ordinary shares on a show of hands will have one vote and on a poll will have one vote for each Ordinary share held. Each holder of Zero Dividend Preference shares on a show of hands will have one vote at meetings where Zero Dividend Preference shareholders are entitled to vote and on a poll will have one vote for every Zero Dividend Preference share held.

Duration

Under the Parent Company’s Articles of Association, the Directors are required to convene a General Meeting of the Company to be held in October 2017 or on a date which is either four months before or four months after this date so as to align the vote with any timetable for a further issue of Zero Dividend Preference shares or to save costs by proposing the Continuation Resolution (as defined below) at the Annual General Meeting or some other General Meeting of the Company (‘the First GM’), at which an Ordinary Resolution will be proposed to the effect that the Company continues in existence (‘the Continuation Resolution’). In the event that such Resolution is not passed the Directors shall, subject to the Statutes, put forward further proposals to shareholders regarding the future of the Company (which may include voluntary liquidation, unitisation or other reorganisation of the Company) (‘the Restructuring Resolution’) at a General Meeting of the Company to be convened not more than four months after the date of the First GM (or such adjournment).

The Restructuring Resolution shall be proposed as a Special Resolution. If the Restructuring Resolution is either not proposed or not passed then the Directors shall convene a General Meeting not more than four months after the date of the First GM (or such adjournment). If the Restructuring Resolution is not proposed or four months after the date the Restructuring Resolution is not passed, an Ordinary Resolution pursuant to Section 84 of the Insolvency Act 1986 to voluntarily wind up the Company shall be put to shareholders and the votes taken on such Resolution shall be on a poll.

18 RESERVES – Group and Company

Share premium account £’000 Capital
reserve

£’000
Revenue reserve
£’000
At 1 May 2016 12,403 15,992 2,544
Net return on realisation of investments 5,513
Movement in investment holding gains 1,129
Costs charged to capital (369)
Issue of ordinary shares 519
Expenses of ordinary share issue (7)
Appropriations in respect of Zero Dividend Preference shares (633)
Net return after dividends for the year retained 433
At 30 April 2017 12,915 21,632 2,977
At 1 May 2015 12,403 13,832 1,976
Net return on realisation of investments 3,817
Movement in investment holding gains (713)
Costs charged to capital (347)
Appropriations in respect of Zero Dividend Preference shares (597)
Net return after dividends for the year retained 568
At 30 April 2016 12,403 15,992 2,544

19 NET ASSET VALUE PER SHARE

The net asset value per share and the net assets attributable to the Ordinary shareholders and Zero Dividend Preference shareholders are as follows:

Net asset
value per share
Net assets attributable to shareholders Net asset
value per share
Net assets
attributable to
shareholders
2017 2017 2016 2016
pence £’000 pence £’000
Ordinary shares 248.36 41,724 211.95 15,077
Zero Dividend Preference shares 131.65 12,308 123.87 10,529

The net asset value per Ordinary share is calculated on 16,800,000 (2016: 16,550,000) Ordinary shares, being the number of Ordinary shares in issue at the year end.

The net asset value per Zero Dividend Preference share is calculated on 9,349,000 (2016: 8,500,000) Zero Dividend Preference shares, being the number of Zero Dividend Preference shares in issue at the year end.

20 RECONCILIATION OF NET RETURN BEFORE AND AFTER TAXATION

TO NET CASH FLOW FROM OPERATING ACTIVITIES – Group and Company

2017
£’000
2016
£’000
Net return before taxation 7,658 4,019
Taxation
Net return after taxation 7,658 4,019
Net capital return (5,640) (2,160)
Decrease/(increase) in receivables 50 (19)
Increase/(decrease) in payables 14 (35)
Interest and expenses charged to the capital reserve (369) (347)
Net cash inflow from operating activities 1,713 1,458

21 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET CASH – Group and Company

2017
£’000
2016
£’000
Increase/(decrease) in cash in year 60 (460)
Net cash at 1 May 29 489
Net cash at 30 April 89 29

22 ANALYSIS OF CHANGES IN NET CASH – Group and Company

At 1 May At 30 April
2016 Cash flows 2017
£’000 £’000 £’000
Cash at bank 29 60 89

23 RELATED PARTY TRANSACTIONS

Under the terms of an agreement dated 30 April 2006 (effective from 1 December 2005), the Company appointed Chelverton to be Investment Manager. The fee arrangements for these services and fees payable are set out in the Directors’ Report on page 17 and in note 3 to the financial statements.

24 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES

Objectives, policies and strategies

The Group primarily invests in companies with a market capitalisation of up to £500 million. All of the Group’s investments comprise ordinary shares in companies listed on the Official List and companies admitted to AIM.

The Group finances its operations through Zero Dividend Preference shares issued by SCZ and equity. Cash, liquid resources and short-term debtors and creditors arise from the Group’s day-to-day operations.

It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken.

Objectives, policies and strategies

In pursuing its investment objective, the Group is exposed to a variety of risks that could result in either a reduction in the Group’s net assets or a reduction of the profits available for distribution. These risks are market risk (comprising currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

As required by IFRS 7: Financial Instruments: Disclosures, an analysis of financial assets and liabilities, which identifies the risk to the Group of holding such items, is given below.

Market risk

Market risk arises mainly from uncertainty about future prices of financial instruments used in the Group’s business. It represents the potential loss the Group might suffer through holding market positions by way of price movements and movements in exchange rates and interest rates. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.

Market price risk

Market price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Board manages the risks inherent in the investment portfolios by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance is reviewed at each Board meeting.

The Group’s exposure to changes in market prices at 30 April on its investments is as follows:

2017 2016
£’000 £’000
Fair value through profit or loss investments 53,827 45,376

Sensitivity analysis

A 10% increase in the market value of investments at 30 April 2017 would have increased net assets by £5,383,000 (2016: £4,538,000). An equal change in the opposite direction would have decreased the net assets available to shareholders by an equal but opposite amount.

Foreign currency risk

All the Group’s assets are denominated in Sterling and accordingly the only currency exposure the Group has is through the trading activities of its investee companies.

Interest rate risk

Interest rate movements may affect the level of income receivable on cash deposits. The Group does not currently receive interest on its cash deposits.

The majority of the Group’s financial assets are non-interest bearing. As a result the Group’s financial assets are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates.

24 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES

Interest rate risk

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions.

The exposure at 30 April 2017 of financial assets and financial liabilities to interest rate risk is limited to cash and cash equivalents of £89,000 (2016: £29,000). Cash and cash equivalents are all due within one year.

Credit risk

Credit risk is the risk of financial loss to the Group if the contractual party to a financial instrument fails to meet its contractual obligations.

The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date.

Listed investments are held by Jarvis Investment Management Limited acting as the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian to be delayed. The Board monitors the Group’s risk by reviewing the custodian’s internal controls reports.

Investment transactions are carried out with a number of brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by the Group has delivered in its obligations before any transfer of cash or securities away from the Group is completed.

Cash is only held at banks that have been identified by the Board as reputable and of high credit quality. The maximum exposure to credit risk as at 30 April 2017 was £54,178,000 (2016: £45,738,000). The calculation is based on the Group’s credit risk exposure as at 30 April 2017 and this may not be representative of the year as a whole.

None of the Group’s assets are past due or impaired.

Liquidity risk

The majority of the Group’s assets are listed securities in small companies, which can under normal conditions be sold to meet funding commitments if necessary. They may however be difficult to realise in adverse market conditions.

All other payables are due in less than one year.

Financial instruments by category

The financial instruments of the Group fall into the following categories:


 
30 April 2017

At cost

Loans and
receivables
Assets at
fair value
through profit
cost or loss Total
£’000 £’000 £’000 £’000
Assets as per Balance Sheet
Investments 53,827 53,827
Trade and other receivables 262 262
Cash and cash equivalents 89 89
Total 89 262 53,827 54,178
Liabilities as per Balance Sheet
Trade and other payables 146 146
Zero Dividend Preference shares 12,308 12,308
Total 146 12,308 12,454
30 April 2016 At
cost
Loans and
 receivables
Assets at fair value through profit
or loss
Total
£’000 £’000 £’000 £’000
Assets as per Balance Sheet
Investments - 45,376 45,376
Trade and other receivables 333 333
Cash and cash equivalents 29 - 29
Total 29 333 45,376 45,738
Liabilities as per Balance Sheet
Trade and other payables 132 - 132
Zero Dividend Preference shares 10,529 10,529
Total 132 10,529 10,661

As required by IFRS 7 the Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arm’s length basis.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 2 inputs include the following:

·  quoted prices for similar (i.e. not identical) assets in active markets;

·  quoted prices for identical or similar assets or liabilities in markets that are not active. Characteristics of an inactive market include a significant decline in the volume and level of trading activity, the available prices vary significantly over time or among market participants or the prices are not current;

·  inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves observable at commonly quoted intervals); and

·  inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market-corroborated inputs).

Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to investments actively traded in organised financial markets. Fair value is generally determined by reference to Stock Exchange quoted market bid prices (or last traded in respect of SETS) at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.

Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these investments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2.

Investments classified within Level 3 have significant unobservable inputs. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value.

The Company has no Level 2 or Level 3 investments (2016: same).

25 CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Group’s capital management objectives are:

·  to ensure the Group’s ability to continue as a going concern;

·  to provide an adequate return to shareholders;

·  to support the Group’s stability and growth;

·  to provide capital for the purpose of further investments.

The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and to maximise equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows and projected strategic investment opportunities. The management regards capital as total equity and reserves, for capital management purposes.

26 POST BALANCE SHEET EVENTS

Between the year end and the 14 July 2017, the latest practicable date before the publication of these financial statements, the Company has issued 550,000 ordinary shares for a consideration of £1,581,000.

Shareholder Information

Financial calendar

Group’s year end 30 April
Quarterly interim dividends paid July, October, January and April
Special dividend paid July
Annual results announced June
Annual General Meeting September
Group’s half year 31 October
Half year results announced December

Share prices and performance information

The Company’s Ordinary shares and the Zero Dividend Preference shares issued through SCZ are listed on the London Stock Exchange Main Market.

The net asset values are announced weekly to the London Stock Exchange and published monthly via the AIC.

Information about the Group can be obtained on the Chelverton website at www.chelvertonam.com. Any enquiries can also be e-mailed to [email protected].

Share register enquiries

The register for the Ordinary shares and the Zero Dividend Preference shares are maintained by Share Registrars Limited. In the event of queries regarding your holding, please contact the Registrar on 01252 821390. Changes of name and/or address must be notified in writing to the Registrar.

Company Summary

History

The Company was launched on 12 May 1999, raising £21.38 million before expenses, by a placing of 15,000,000 Ordinary shares and, through its former subsidiary company, Small Companies PLC, 6,250,000 Zero Dividend Preference shares and 31,260 Preference shares. A further 750,000 Ordinary shares were issued as a result of a placing for cash on 3 March 2000 and on 26 October 2005 a further 500,000 shares were issued. The subsidiary, Small Companies PLC, was placed into members’ voluntary liquidation on 30 April 2007, following which the capital entitlements of the Zero Dividend Preference and Preference shares were repaid.

Group structure

The Company has in issue one class of Ordinary share. In addition, it has a wholly owned subsidiary, SCZ, through which Zero Dividend Preference shares have been issued. The new subsidiary was incorporated on 13 July 2012 and has a capital structure comprising unlisted Ordinary shares and Zero Dividend Preference shares listed on the Official List and traded on the London Stock Exchange. SCZ was incorporated specifically for the issue of Zero Dividend Preference shares. On 28 August 2012, SCZ issued 8,500,000 Zero Dividend Preference shares at 100p per share and with net proceeds of £8.3 million. The expenses of the placing were borne by the Company. On 24 March 2017, SCZ issued a further 849,000 Zero Dividend Preference shares at a premium of 135p per share and with net proceeds of £1,146,000. Pursuant to a loan agreement between SCZ and the Company, SCZ has lent the proceeds of the placing to the Company. The loan is non-interest bearing and is repayable three business days before the Zero Dividend Preference share redemption date of 8 January 2018 or, if required by SCZ, at any time prior to that date in order to repay the Zero Dividend Preference share entitlement. The funds are to be managed in accordance with the investment policy of the Company.

A contribution agreement between the Company and SCZ has also been made whereby the Company will undertake to contribute such funds as will ensure that SCZ will have in aggregate sufficient assets on 8 January 2018 to satisfy the final capital entitlement of the Zero Dividend Preference shares.

Total net assets and market capitalisation at year end

As at 30 April 2017, the Company had a market capitalisation of £38,640,000 (2016: £31,528,000) and total net assets amounted to £41,724,000 (2016: £35,077,000).

Management fee

The fee payable to the Investment Manager is 1% of the combined gross assets of the Group.

Capital structure

Details of share structure and entitlements and voting rights of each class can be found on page 68.

ISA status

The Company’s Ordinary shares are qualifying investments for Individual Savings Accounts (‘ISAs’), as are the Zero Dividend Preference shares of SCZ.

Registered in England
No. 03749536

A member of the Association of Investment Companies

Capital Structure

Chelverton Small Companies Dividend Trust PLC (‘the Company’)

Chelverton Small Companies Dividend Trust PLC was registered on 3 September 2003 with number 03749536. The Company has in issue one class of Ordinary share. In addition, it has a wholly owned subsidiary, Chelverton Small Companies ZDP PLC, which was registered on 13 July 2012 with number 08142169, through which Zero Dividend Preference shares have been issued.

Ordinary shares of 25p each (‘Ordinary shares’) – 16,800,000 in issue as at 30 April 2017

Share Capital Events

On 24 March 2017, the Company announced the issue of 250,000 Ordinary shares at a price of 232.56p each, which were to rank pari passu in all respects with the Ordinary shares in issue. The shares were issued for cash in order to meet investor demand. Following this admission there were 16,800,000 Ordinary shares in issue. The Company has only one class of share and this figure represents 100% of the Company’s share capital and voting rights.

Since 30 April 2017 and 14 July 2017, the latest practicable date before the publication of these financial statements, a further 550,000 ordinary shares have been issued for a total consideration of £1,581,000. The number of shares in issue at the date of this report is 17,350,000.

Dividends

Holders of Ordinary shares are entitled to dividends.

Capital

On a winding up of the Company, Ordinary shareholders will be entitled to all surplus assets of the Company available after payment of the Company’s liabilities, including the full and final capital entitlement of the Zero Dividend Preference shares.

Voting

Each holder on a show of hands will have one vote and on a poll will have one vote for each Ordinary share held.

Chelverton Small Companies ZDP PLC (‘SCZ’)

Ordinary shares of 100p each (‘ordinary shares’) – 50,000 in issue (partly paid up as to 25p each)

The ordinary shares are owned by the Company. References to Ordinary shares within this Annual Report are to the Ordinary shares of Chelverton Small Companies Dividend Trust PLC.

Capital

Following payment of any liabilities and the capital entitlement to the Zero Dividend Preference shareholders, ordinary shareholders are entitled to any surplus assets of SCZ.

Voting

Each holder on a show of hands will have one vote and on a poll will have one vote for each ordinary share held.

Zero Dividend Preference shares of 100p each – 9,349,000 in issue as at 30 April 2017

Share Capital Events

On 24 March 2017, the Company announced the issue of 849,000 Zero Dividend Preference shares at a price of 135p each. Following this admission there were 9,349,000 Zero Dividend Preference shares in issue.

Dividends

Holders of Zero Dividend Preference shares are not entitled to dividends.

Capital

On a winding up of SCZ, after the satisfaction of prior ranking creditors and subject to sufficient assets being available, Zero Dividend Preference shareholders are entitled to an amount equal to 100p share increased daily from 28 August 2012 at such compound rate as will give an entitlement to 136.7p per share at 8 January 2018.

Voting

Each holder of Zero Dividend Preference shares on a show of hands will have one vote at meetings where Zero Dividend Preference shareholders are entitled to vote and on a poll will have one vote for every Zero Dividend Preference share held.

Holders of Zero Dividend Preference shares are not entitled to attend, speak or vote at General Meetings unless the business of the meeting includes a resolution to vary, modify or abrogate the rights attached to the Zero Dividend Preference shares.

Glossary of Terms

Net asset value (‘NAV’)

The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at current market value, having deducted all prior charges at their par value (or at their asset value).

Discount

If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, the shares are said to be trading at a premium.

Gearing

Gearing is the process whereby changes in the total assets of a company have an exaggerated effect on the net assets of that company’s ordinary shares due to the presence of borrowing or share classes with a prior ranking entitlement to capital.

Ongoing charges

The total expenses incurred by a company, including those charged to capital (excluding performance fee and finance costs and exceptional costs) as a percentage of average quarterly net assets.

Total return

The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between trusts with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the trust at the time the shares go ex-dividend (the share price total return) or in the assets of the trust at its NAV per share (the NAV total return).

Directors and Advisers

Directors Lord Lamont of Lerwick (Chairman)
David Harris
William van Heesewijk
Howard Myles
Investment Manager Chelverton Asset Management Limited
11 Laura Place
Bath BA2 4BL
Tel: 01225 483030
Secretary and Maitland Administration Services Limited
Registered Office Springfield Lodge
Colchester Road, Chelmsford Essex CM2 5PW Tel: 01245 398950
Registrar and Share Registrars Limited
Transfer Office Suite E
First Floor
9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
Tel: 01252 821390
www.shareregistrars.uk.com
Auditors Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham GL50 3AT
Custodian Jarvis Investment Management Limited
78 Mount Ephraim Tunbridge Wells
Kent TN4 8BS

Notice of Annual General Meeting

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Chelverton Small Companies Dividend Trust PLC, please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at 11.00 am on Thursday 7 September 2017 at the offices of Chelverton Asset Management, 3rd Floor, 20 Ironmonger Lane, London EC2V 8EP for the following purposes:

Ordinary Business – Resolutions 1 to 7 will be proposed as Ordinary Resolutions

1 To receive the Strategic Report, Directors’ Report and the audited financial statements for the year ended 30 April 2017.

2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2017.

3 To re-elect Lord Lamont as a Director.

4 To re-elect Mr Harris as a Director.

5 To re-elect Mr van Heesewijk as a Director.

6 To re-elect Mr Myles as a Director.

7 To appoint Hazlewoods as Auditor and to authorise the Directors to determine their remuneration.

Special Business

To consider and, if thought fit, to pass the following Resolutions of which Resolutions 8 and 9 will be proposed as an Ordinary Resolution and Resolutions 10 to 12 will be proposed as Special Resolutions.

8 To approve the Directors’ Remuneration Policy, as set out on page 33 of the Directors’ Remuneration Report, which takes effect immediately after the Annual General meeting.

9 THAT the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (‘the Act’) (in substitution for any existing allotment authorities, provided that such substitution shall not have retrospective effect) to exercise all the powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company (‘the Rights’) up to an aggregate nominal value equal to £1,445,833, being one-third of the issued Ordinary share capital as at 14 July 2017, during the period commencing on the date of the passing of this Resolution and expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2018, or 15 months from the passing of this Resolution, whichever is earlier (the ‘Period of Authority’), but so that the Directors may, at any time prior to the expiry of the Period of Authority, make offers or agreements which would or might require shares to be allotted and/or Rights to be granted after the expiry of the Period of Authority and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority had not expired.

10 THAT, subject to the passing of Resolution 9 above, the Directors of the Company be and they are hereby empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) or sell shares held in Treasury (within the meaning of Section

560(3) of the Act) for cash pursuant to the authority conferred by Resolution 9 above as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

a)   the allotment of equity securities in connection with a rights issue, open offer or any other offer in favour of Ordinary shareholders where the equity securities respectively attributable to the interests of all Ordinary shareholders are proportionate (as nearly as may be) to the respective number of Ordinary shares held by them subject to such exclusions or other arrangements as the Directors may deem fit to deal with fractional entitlements, record dates, legal, regulatory or practical problems arising under the laws of any overseas territory or the requirements of any regulatory authority or any stock exchange; and

b)   to the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to 10% of the issued Ordinary share capital, representing 1,735,000 Ordinary shares at 14 July 2017.

and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017, or 15 months from the passing of this Resolution, whichever is earlier, save that the Company may before such expiry make offers, agreements or arrangements which would or might require equity securities to be allotted after such expiry and so that the Directors of the Company may allot equity securities in pursuance of such offers, agreements or arrangements as if the power conferred hereby had not expired.

11 THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 25p each in the capital of the Company (‘Ordinary shares’) for cancellation or for placing into Treasury provided that:

a)   the maximum aggregate number of Ordinary shares authorised to be acquired is 2,600,765, or if less, 14.99% of the Ordinary shares in issue and in circulation immediately following the passing of this Resolution;

b)   the minimum price which may be paid for each Ordinary share is 25p (exclusive of expenses);

c)   the maximum price which may be paid for each Ordinary share is, in respect of a share contracted to be purchased on any day, an amount which shall not be more than the higher of (i) 5% above the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) of the Ordinary shares for the five business days immediately preceding the date on which the Ordinary share is purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange;

d)   this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 15 months from the date on which this Resolution is passed; and

e)   any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in treasury and if held in treasury may be cancelled at the discretion of the Directors.

12 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

By order of the Board Registered office:
Maitland Administration Services Limited Springfield Lodge
Secretary Colchester Road
14 July 2017 Chelmsford CM2 5PW

Explanatory notes to the notice of meeting

Ordinary shareholders have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights you should read the following explanatory notes to the business of the Annual General Meeting.

Notes

1.   A member entitled to attend, vote and speak at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed they must not be appointed in respect of the same shares. To be effective, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company’s Registrar, Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL not later than 48 hours before the time of the meeting. The appointment of a proxy will not prevent a member from attending the meeting and voting and speaking in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll shall have one vote for every Ordinary share of which he/she is the holder.

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.

2.   A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

3.   The statements of the rights of members in relation to the appointment of proxies in Note 1 above do not apply to a Nominated Person. The rights described in that Note can only be exercised by registered members of the Company.

4.   As at 14 July 2017 (being the last business day prior to the publication of this notice) the Company’s issued share capital amounted to 17,350,000 Ordinary shares carrying one vote each.

5.   The Company specifies that only those Ordinary shareholders registered on the Register of Members of the Company as at 11.00 am on 7 September 2017 (or in the event that the meeting is adjourned, only those Ordinary shareholders registered on the Register of Members of the Company as at 11.00 am on the day which is 48 hours prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of Ordinary shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

6.   In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:

a) to do so would:

i)   interfere unduly with the preparation for the meeting, or

ii)   involve the disclosure of confidential information;

b) the answer has already been given on a website in the form of an answer to a question; or

c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered

7. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company (provided, in the case of multiple corporate representatives of the same corporate shareholder, they are appointed in respect of different shares owned by the corporate shareholder or, if they are appointed in respect of those same shares, they vote those shares in the same way). To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate shareholders can also appoint one or more proxies in accordance with Note 1. On a vote on a Resolution on a show of hands, each authorised person has the same voting rights to which the corporation would be entitled.

On a vote on a Resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares:

a)     if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;

b)     if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.

8. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s agent (ID 7RA36) by the latest time for receipt of proxy appointments specified in Note 1 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

9. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006.

Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

10.   Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the Annual General Meeting, notice of a Resolution which those members intend to move (and which may properly be moved) at the Annual General Meeting. A Resolution may properly be moved at the Annual General Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the Resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.

11.   Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed Resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.

12.   The Annual Report incorporating this notice of Annual General Meeting and, if applicable, any members’ statements, members’ Resolutions or members’ matters of business received by the Company after the date of this notice will be available on the Company’s website www.chelvertonam.com.

13.   None of the Directors has a contract of service with the Company.

END


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