Company Announcements

Annual Financial Report

Source: RNS
RNS Number : 8413M
Aurora Investment Trust PLC
14 May 2020
 

Aurora Investment Trust plc

LEI: 2138007OUWIZFMAGO575

 

Annual results announcement

for the year ended 31 december 2019

 

Financial and Performance Highlights

 

Objective

 

To provide Shareholders with long-term returns through capital and income growth by investing predominantly in a portfolio of UK listed companies.

 

Policy

 

Phoenix Asset Management Partners Limited (Phoenix) was appointed Investment Manager on 28 January 2016. Phoenix currently seeks to achieve the Objective by investing primarily in a portfolio of UK listed equities.

 

The portfolio will remain relatively concentrated. The exact number of individual holdings will vary over time but typically the portfolio will consist of 15 to 20 holdings.

 

Benchmark

 

Performance is benchmarked against the FTSE All-Share Index (total return), representing the overall London market.

 

Dividend

 

The Board is today declaring an interim dividend of 4.5p per Ordinary Share (2019: 4.0p) to be paid on 26 June 2020 to Shareholders on the register as at 22 May 2020, with an ex-dividend date of 21 May 2020.

 

Annual General Meeting (AGM)

 

The AGM of the Company will be held at The Norrest, Leigh Sinton, MALVERN, WR13 5EH on 18 June 2020 at 2.00 pm. Please note that as a result of the COVID-19 pandemic and the imposition of compulsory stay-at-home measures by the UK Government, Shareholders are strongly discouraged from attending the AGM in person, and indeed entry may be refused if Government guidance so requires. As a result, there will be no refreshments. Arrangements will be made by the Company to ensure that the minimum number of Shareholders required to form a quorum will attend the meeting in order that the meeting may proceed, and the business of the day conducted.

 

Aurora Chairman's Statement

Performance Review

The Net Asset Value ("NAV") per Ordinary Share performance for the year to end December 2019 was 29.9% versus the benchmark FTSE All-Share Index which rose 19.1%, a pleasing 10.8% outperformance. The year was volatile, with investors continuing to attempt to determine the implications of Brexit, amid an unstable political environment. The year ended with the election of a Conservative government with a comfortable majority.

The 2019 outperformance versus the FTSE All-Share index ensured that the Company has outperformed the benchmark on a cumulative basis since Phoenix Asset Management Partners Limited ("Phoenix" or "Investment Manager") became Investment Manager in January 2016. During this period the Company's NAV per Ordinary Share has risen by 55.9% versus a benchmark rise of 49.1%.

One of the unique features of the Investment Management Agreement with Phoenix, and one that creates significant shareholder alignment, is that Phoenix earns no management fees but has an annual performance fee, equal to one-third of NAV per Ordinary Share total return in excess of the FTSE All-Share.

In 2019 a performance fee was earned by Phoenix for the first time, totalling £1,361,000. They received this fee in the form of the Company's Ordinary Shares which they cannot sell for three years and there is a clawback mechanism. This means that if the outperformance which earned the Ordinary Shares was to have diminished wholly or partially on the three year anniversary of their award, the Ordinary Shares would wholly or partially be forfeited by Phoenix in accordance with the Investment Management Agreement.

The Ordinary Share price of the Company traded at a premium to NAV for substantially all of the year under review, which was helpful in attracting new investors to the Company. During the year, 11.1 million new Ordinary Shares were issued with value at issuance of £22.5 million. Our intention continues to be for the Ordinary Shares to trade at a small premium to NAV.

The Alternative Investment Fund Manager ("AIFM") and Investment Manager

Phoenix continued to employ a focused, patient investment approach during another year of market stress. This was highlighted when Phoenix identified the opportunity to add significantly to holdings in the low-cost airline sector in the summer as it was buffeted by Brexit news and concerns over capacity. This purchase was a key driver - along with the recovery in the share price of Frasers Group (Sports Direct) - in the strong performance seen in the final quarter.  

Phoenix again highlighted that, through disciplined research and a focus on margin of safety, it will not be knocked off course by market sentiment. This allows it to take advantage of short-term mispricing to add long-term value.

In 2020 this approach is again being applied as Phoenix stress tests the financial strength of businesses within the portfolio. This is both to ensure they can survive the slowdown in economic activity due to the Coronavirus disease (COVID-19) and to identify where the pricing doesn't reflect the underlying resilience and value.

Growth of the Company

Growing the Company remains a key objective of the Board. A total of 11.1 million new Ordinary Shares were issued in 2019 with an issuance value of £22.5 million.  Consequently, the market capitalisation of the Company rose from £101.4 million at the start of January 2019, to finish the year at £157.6 million.

Phoenix and its marketing/distribution agent, Frostrow Capital, have continued to undertake investor meetings throughout the country with the aim of increasing the size of the Company by raising the profile of Aurora.

It is pleasing to note the continued broadening of the Company's Shareholder register. In January 2016, when Phoenix was appointed as Investment Manager, the top ten Shareholders owned 77% of the Company.  As at January 31st, 2020, this had reduced to 61%, with eighteen Shareholders making up 77% of the Company's ownership. It has also been pleasing to see the ever-increasing representation of investment platforms on the register, which is an indication of the Company's broadening appeal.

Coronavirus disease ("COVID-19")

The Board has considered the impact of COVID-19, which has been classified as a pandemic by the World Health Organisation. The impact of COVID-19 has been felt around the world but the economic and financial implications in the medium to long-term are unclear. As you might have observed, many stock indices fell by a third or more and the Company did not escape unscathed.

The Board is pleased to note that, despite the extreme volatility in the stock markets, the Company's Ordinary Shares have generally continued to trade at a premium to NAV and there remains market demand, allowing for further share issuance. The Board is seeking to renew the Company's authority to issue up to a further 20% of Ordinary Shares.

The Board and the Investment Manager continue to monitor and evaluate the COVID-19 situation. We will continue to keep Shareholders informed but we expect the situation to be highly volatile over the coming months.

Dividend

The Board decided to pay this year's dividend as an interim dividend, rather than a final dividend requiring Shareholder approval at the AGM, as a result of the current measures being implemented in the United Kingdom in response to the COVID-19 pandemic including, but not limited to restrictions on public gatherings  with the effect of possibly delaying the Company's AGM. The Board is today declaring an interim dividend of 4.5p (2018: 4.0p) per Ordinary Share, to be paid on 26 June 2020 to Shareholders on the register as at 22 May 2020. The ex-dividend date of the dividend is 21 May 2020.

 

Annual General Meeting (AGM)

The Company's AGM is to be held at 2.00 pm on 18 June 2020 at The Norrest, Leigh Sinton, MALVERN, WR13 5EH. Whilst we normally welcome Shareholders' attendance, we are mindful of the COVID-19 virus outbreak. For this year only, we would encourage Shareholders to vote their proxies electronically, rather than to attend in person.

 

Lord Flight

Chairman

13 May 2020

 

Investment policy and results

Investment Policy

The Company's objective is to provide Shareholders with long-term returns through capital and income growth.

The Company seeks to achieve its investment objective by investing predominantly in a portfolio of UK listed companies. The Company may from time to time also invest in companies listed outside the UK and unlisted securities. The investment policy is subject to the following restrictions, all of which are at the time of investment:

 

•    The maximum permitted investment in companies listed outside the UK at cost price is 20% of the Company's gross assets.

•    The maximum permitted investment in unlisted securities at cost price is 10% of the Company's gross assets.

•    There are no pre-defined maximum or minimum sector exposure levels, but these sector exposures are reported to and monitored by, the Board in order to ensure that adequate diversification is achieved.

•    The Company's policy is not to invest more than 15% of its gross assets in any one underlying issuer.

•    The Company may from time to time invest in other UK listed investment companies, but the Company will not invest more than 10% in aggregate of the gross assets of the Company in other listed closed-ended investment funds.

•    The Company will not invest in any other fund managed by the Investment Manager.

 

While there is a comparable index for the purposes of measuring performance over relevant performance periods, no attention is paid to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index. The portfolio will be relatively concentrated. The exact number of individual holdings will vary over time but typically the portfolio will consist of holdings in 15 to 20 companies. The Company may use derivatives and similar instruments for the purpose of capital preservation.

 

The Company does not currently intend to use gearing. However, if the Board did decide to utilise gearing the aggregate borrowings of the Company would be restricted to 30% of the aggregate of the paid-up nominal capital plus the capital and revenue reserves.

 

Any material change to the investment policy of the Company will only be made with the approval of Shareholders at a general meeting. In the event of a breach of the Company's investment policy, the Directors will announce, through a Regulatory Information Service the actions which will be taken to rectify the breach.

 

Dividend Policy

The investment policy does not include any fixed dividend policy. But the Board will distribute substantially all of the net revenue arising from the investment portfolio. Accordingly, the Company is expected to continue to pay an annual dividend, but this could be lower than the level of recent dividends and may vary each year.

 

Borrowing policy

The Company is not prohibited from incurring borrowings for working capital purposes, however the Board has no current intention to utilise borrowings. Whilst the use of borrowings should enhance the total return on the Ordinary Shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is falling, further reducing the total return on the Ordinary Shares. As a result, the use of borrowings by the Company may increase the volatility of the NAV per Ordinary Share.

 

The Company has a policy of not investing more than 10 per cent. of its gross assets in other UK listed investment companies. As a consequence of its investments, the Company may therefore itself be indirectly exposed to gearing through the borrowings from time to time of these other investment companies.

 

Objectives and Key Performance Indicators (KPIs)

The Company's principal investment objective is to achieve capital and income growth. The Board measures the Company's success in attaining its objectives by reference to KPIs as follows:

 

a.   To make an absolute total return for Shareholders on a long-term basis.

b.   The Company's Benchmark is the FTSE All-Share Index (total return), against which the NAV total return is compared. After achieving the goal of making absolute returns for Shareholders, the next aim is to provide a better return from the portfolio than from the market as measured by the Benchmark.

c.   The Company seeks to ensure that the operating expenses of running the Company as a proportion of NAV (the Ongoing Charges Ratio) are kept to the minimum possible.

 

The Chairman's Statement incorporates a review of the highlights during the year.

The Statement from the Investment Manager's Report gives details on investments made during the year and how performance has been achieved.

 

Performance

The Investment Manager is Phoenix, which is regulated by the FCA. The Chief Investment Officer of Phoenix is Gary Channon. Phoenix reports in detail upon the Company's activities in the Investment Manager's Report.

 

Under the Investment Management Agreement, no regular management fees are payable. A performance fee is payable to the Investment Manager only if the benchmark is outperformed.

 

The benchmark is the FTSE All-Share Index (total return). The Company's performance is shown below:

 


Cumulative since

Year to

Year to


January 2016

%

31 December 2019

%

31 December 2018

%

NAV per Ordinary Share (total return)1

+55.9

+29.9

-10.3

Ordinary Share price (total return)1

+62.6

+32.0

-10.9

Benchmark (total return)

+49.1

+19.1

-9.5

 

The Ongoing Charge Ratio was as follows:



Year to

Year to



31 December 2019

%

31 December 2018

%

Ongoing Charge Ratio1


0.45

0.44

1These are Alternative Performance Measures ("APMs")

 

Alternative Performance Measures ("APMs")

The disclosures of Performance above are considered to represent the Company's APMs. An APM is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

 

Revenue Result and Dividend

The Company's revenue profit after tax for the year amounted to £3,289,000 (2018: £2,502,000).

 

The Board is today declaring an interim dividend of 4.5p per Ordinary Share (2019: 4.0p per Ordinary Share). This dividend will be paid on 26 June 2020 to Shareholders on the register at 22 May 2020; the Ordinary Shares will be marked ex-dividend on 21 May 2020. In accordance with International Financial Reporting Standards this dividend is not reflected in the financial statements for the year ended 31 December 2019.

 

Premium to NAV

The premium of the Ordinary Share price over NAV per Ordinary Share is closely monitored by the Board. The Ordinary Share price closed at a 2.1% premium to the NAV as at 31 December 2019 (2018: 0.4% premium).

 

Control of the level of ongoing charges

The Board monitors the Company's operating costs carefully. Based on the Company's average net assets for the year ended 31 December 2019, the Company's ongoing charges figure calculated in accordance with the AIC methodology was 0.45% (2018: 0.44%). As the size of the Company grows, the Board will manage expenses with the intention of keeping costs down and reducing the ongoing charge ratio accordingly.

 

Five Year Summary

The following data are all expressed as pence per Ordinary Share. NAV figures are all calculated at bid prices.

 

Year/Period

Net Asset Value per Ordinary Share

(pence)

Dividend per Ordinary Share in respective year

(pence)

Ordinary Share price (mid-market)

(pence)

Year ended 29 February 2016

162.30

1.00

158.00

Period from 1 March 2016 to 31 December 2016

172.66

2.00

173.50

Year ended 31 December 2017

205.72

2.75

208.00

Year ended 31 December 2018

182.24

4.00

183.00

Year ended 31 December 2019

232.07

4.50

237.00

 

Top Holdings

at 31 December 2019

Company

Valuation

Percentage of net assets

Date of first purchase

Average cost per share*

Share price

Market capitalisation

Net Cash/debt

 

 

£'000

%

 

£

£

£billion

£billion

 

Frasers Group (formerly Sports Direct International)

22,307

14.5

Dec-15

3.16

4.57

2.40

(0.25)

 

easyJet

20,198

13.1

Dec-15

10.24

14.24

5.70

(0.33)

 

Bellway

12,793

8.3

Dec-15

27.64

38.07

4.70

0.20

 

Lloyds Banking Group

10,411

6.7

Dec-15

0.66

0.63

44.40

(9.70)

 

Randall & Quilter Investment Holdings

10,234

6.6

Jan-18

1.33

1.72

0.35

0.16

 

Dignity

9,654

6.3

Dec-15

8.47

5.86

0.29

(0.49)

 

Phoenix SG**

8,487

5.5

Jun-18

2,312.44

2,589.83

n/a

n/a

 

Redrow

8,308

5.4

Dec-15

5.56

7.45

2.60

0.12

 

GlaxoSmithKline

7,456

4.8

Oct-16

14.63

17.79

89.30

(21.60)

 

Ryanair Holdings

6,819

4.4

Feb-16

9.38

€ 14.63

€ 16.10

(0.48)

 

Hornby

6,559

4.2

Jul-16

0.29

0.37

0.48

(0.84)

 

Vesuvius

6,184

4.0

Dec-15

4.35

5.00

1.40

(0.25)

 

Wetherspoon (J.D.)

4,585

3.0

Oct-16

7.46

16.63

1.80

(0.74)

 

Other holdings (less than 3%)

4,818

3.1

n/a

n/a

 

 

 

 

Total holdings

138,813

89.9

 

 

 

 

 

 

Other current assets and liabilities

15,547

10.1

 

 

 

 

 

 

Net assets

154,360

100.0

 

 

 

 

 

 

*Net cost including sales.

 

 

 

 

 

 

 

 

**Comprises the assets which make up the investment in Stanley Gibbons plc. No income was derived from this holding during the year. The Share price is based on valuation, not a quoted share price.

 

 

 

 

 

 

 

 

 



The Company held over 3% of the issued share capital of the following:

 

 



 

Hornby

 

 

 

14.15%

 

 

 



CPP Group

 

 

 

 5.24%

 

 

 



Dignity Plc

 

 

 

 3.30%

 

 

 



Randall & Quilter Investment Holdings  

 3.04%

 

 

 



 

Portfolio Analysis at 31 December 2019

Sector

Percentage of net assets

 

%

Industrials

21.5

Financial

19.8

Leisure

18.7

Construction

15.8

Retail

6.3

Pharmaceuticals

4.8

Food & Beverage

3.0

Other current assets and liabilities

10.1

Total

100.0

 

Analysis by Type, Market and Currency

All investments except Phoenix SG, are of ordinary shares, denominated in sterling or converted to sterling using the prevailing exchange rate at the time of valuation. All holdings carried at a value are in listed companies with the exception of Hornby and Randall & Quilter, which are quoted on AIM, and Phoenix SG which is unquoted (although part of its assets relate to AIM quoted shares in Stanley Gibbons plc).

 

The Company also has holdings in China Chaintek and Naibu Global International, which have been written down to a valuation of £nil (2018: £nil).

 

All active holdings in the Company's portfolio are UK companies, with the exception of Ryanair (Irish).

 

Statement from the CIO of the Investment Manager

As satisfying as last year was, what is of more interest and importance is the current COVID-19 pandemic. As we write, the pandemic is still prevailing, and markets have crashed and then partially rebounded. Let me briefly outline how we approach a situation like this and what you might expect to come from it.

 

At the very outset back in January, we considered whether our businesses were at risk of ruin if the virus in China ended up being a global pandemic with a shutdown of the economy. We also asked whether our businesses will be weakened competitively by it or strengthened. Our assessment then was that our businesses are all robust enough in their financing that they will be here on the other side and their competitive positions will either be the same or better after. Now we are in the reality of the lockdown and we have had the chance to see the impact and speak to our managements, we still believe those assessments are correct.

 

That is not to say that the economic shutdown does not do damage - it does. Our holdings in easyJet, Ryanair, JD Wetherspoon and Frasers in particular will suffer big losses this year from the ceasing of activity. When we apply that to the overall portfolio, that damage is around 13% of our starting estimate of Intrinsic Value. This is bad but not disastrous. In the meantime, the portfolio price has dropped by 40%.

 

We have used the drop in share prices to invest the cash in the portfolio at very attractive levels. We have looked to purchase at one-third of intrinsic value (i.e. with 200% of upside) even adjusted for the impact of COVID-19. As we do this, we add considerable future value, and if we are to do our job well, then we have used the opportunity presented by COVID-19 to build the next leg of our performance. As we have a long history of doing so at Phoenix, downturns are when we do our best work, create the most value whilst reporting negative numbers and then later, provided our investment judgements were correct, we deliver excellent returns whilst seeming to do very little.

 

COVID-19 is a very unusual type of downturn, but investment-wise, carries all the familiar hallmarks to others in that there is a sudden overreaction to bad news, which of its nature, will mean that it is time limited. A rush for safety and liquidity causes equity prices to plummet and those falls beget more fear and more selling to a point where the price move is out of proportion to the negative news.

 

We will stick to what we know, avoid using leverage, invest in long-term winners run by honest and competent managers and then let time do its bit. When I write this report next year, this crisis is likely to have passed and you will be able to judge the wisdom and value of our actions. However, as of now, the Company has not represented better value since we started managing it.

 

Subsequent to the year end, we have started a process which you will hear about in the near future, to organise our activities in companies we control and influence into a single company rather than as separate holdings in our funds.  We believe we are adding value in those activities but it is probably not clear to our investors and so by putting that activity into a single investment vehicle and listing it on the London Stock Exchange we create transparency. That listed holding will be subject to the same limits as all of our other listed investments in the Company. We will also remove the current rule that allows up to 10% of the Company to be invested in private companies and make that zero.

 

We will be writing to you about it in the near future with a lot more detail and information and asking for you to vote on it at a Shareholder meeting where I will come and be ready to answer your questions about it. The attraction of the new structure is that should we, the board or you in the future decide that we do not want that part of what Phoenix does in the portfolio, then it can be sold.

 

More positively, we think that part of the portfolio represents the very best value and opportunity, increased by what is going on right now in the world, and therefore ultimately could be the best performing part of the Company.

 

Gary Channon

CIO Phoenix Asset Management Partners

 

13 May 2020

 

Investment Management Review and Outlook

 

During the year, the NAV per Ordinary Share increased by 29.9% and the Ordinary Share price by 32.0%. As of 31 December 2019, the Ordinary Shares were trading at a 2.1% premium and had traded at a small premium for the majority of the year to 31 December 2019. The FTSE All-Share rose by 19.1% over the same period.

 

Since Phoenix began managing the Company on 28 January 2016 until 31 December 2019, its NAV per Ordinary Share has risen 55.9% versus 49.1% for the FTSE All-Share Index. This has resulted in a performance fee being earned. Phoenix has taken the initial 80% of this fee in Ordinary Shares of the Company, with the remaining 20% to be issued after the Company's full results have been announced.  Phoenix must keep those Ordinary Shares for a minimum period of 3 years. If the outperformance over the benchmark has disappeared at the third-year anniversary the Ordinary Shares will be forfeited, and Phoenix will receive nothing. This we believe is one of the most aligned fee structures in the industry.

 

A total of 11.1 million new Ordinary Shares worth £22.4 million were issued in the year. Net assets at 31 December 2019 were £154.3 million (2018: £101.0 million) as the Phoenix investment approach continued to attract new Shareholders to the Company.

 

As we write at the end of March it is clear the impact of the COVID-19 pandemic is significant, and the portfolio and the overall market have suffered heavy declines. As at 31 March 2020, the Company's Ordinary Share price is down 36.9% for 2020 with the FTSE All-Share down 25.1%. In the Statement from the CIO report, Gary Channon outlines the work that has been undertaken to stress test the impact of this pandemic on the businesses we own and our confidence in their ability to survive. He outlines our view that our holdings have the financial robustness to ensure their competitive strengths remain intact through this crisis.

 

Activity Review

2019 saw one new holding, Ryanair, added to the portfolio. This investment leveraged off the knowledge built up through our holding in easyJet. We have previously discussed the background of the European low-cost airline industry from an easyJet perspective and those basic forces of demographic demand are the same for Ryanair, but it operates in a different space within that market as their route overlap is very low. Where they do go head to head, Ryanair operates at a slightly lower cost and easyJet earns a higher price on its tickets resulting in similar returns. Ryanair does not have a big presence in the main slot constrained European airports like easyJet does.

 

In the September 2019 Aurora factsheet, we introduced the new holding as follows: Ryanair is "Europe's biggest airline measured by passenger numbers, and it is the low-cost producer everywhere that it competes. It is, like easyJet, a product of an inspiration from Herb Kelleher, founder and creator of Southwest Airlines, who sadly died earlier this year. He was to aviation what Sam Walton was to retail. Michael O'Leary said of him, "Herb was the Grand Master Yoda of the low-fare airlines. He was the leader, the visionary and the teacher: without Herb there would be no Ryanair, and no low fares airlines anywhere."

 

Michael O'Leary, an accountant from KPMG, joined Ryanair owner Tony Ryan of GPA as a personal tax advisor but in 1987, then 26 years old, he was sent to Dallas to meet Herb Kelleher and learn about the Southwest Airlines model. He eventually joined Ryanair in 1991 and became CEO in 1994. What he joined was a small loss-making airline in need of a new approach and his epiphany in Dallas gave him the strategy that he believed would work well in Europe.

 

Like the easyJet founder he didn't adopt the Southwest model lock, stock and barrel. He took a quite different approach to customers and staff. Recently, he realised the positive returns from treating customers well, largely through seeing the very different policies in effect at easyJet. There are also signs of a changing attitude to staff, which he describes as a liability or cost rather than an asset.

 

But what he did worked. He started in 1991 with an airline carrying 0.7 million passengers and needing a £20 million injection to cover losses. In 2019 it carried approximately 142 million passengers (200 times more). He has done that without ever suffering an operating loss in a year and whilst earning an average of 20% per annum on his shareholders equity. He is a master of great capital allocation, both in deploying it and in buying back equity when it is attractive. Since the credit crunch he has handed back close to 7 billion euros to shareholders in the form of buybacks and special dividends.

 

As we have commented previously with easyJet, there is an intense competitive battle going on in European aviation as a result of more planes than customers. Ryanair and easyJet are filling their planes at prices that whilst still profitable for them is driving others to losses and some out of business. Thomas Cook was just the latest in a long line of casualties. The ability to buy such a great business at a low multiple to cyclically depressed earnings is likely to result in great long-term returns. Ryanair either reinvests profits in the business at a 20% return or hands them back to shareholders.

 

We have been buying at prices equivalent to 9 to 10 euros per share when we estimate central intrinsic value before buybacks at c.21 euros. As its market continues to expand and its competition reduce, we expect it to continue to be able to grow for some time and in Michael O'Leary we have someone who we are happy to have our capital managed by.

 

The window of opportunity which allowed us to purchase Ryanair at the price we wanted to pay also allowed us to significantly add to our holding in easyJet in late May/early June. The opportunity arose due to a combination of factors; The competitive climate in airline travel manifested itself in lower ticket prices and therefore lower profitability. A contributing factor to this was overcapacity as weaker carriers survived winter 2018/19, helped by low fuel prices. easyJet continued to be buffeted (in share price terms) by Brexit and finally its exit from the FTSE100 resulted in significant index fund selling. In combination these factors resulted in share price falls of circa 40% from the summer of 2018 when it was trading above £15. We added to the holding at share prices around £9.

 

Despite the noise and uncertainty from the factors above, our long-term core thesis for easyJet remains the same: we see a strong business with valuable take-off and landing slots; low costs compared to the flag carriers it rubs against on these slot constrained routes; and a solid balance sheet. We remain comfortable that after the industry consolidates, easyJet along with Ryanair will be among the strong operators left standing.

 

The activity referred to above occurred before the present COVID-19 situation and its potential effects on the airline industry. Its long-term implications are as yet unknown but the stress tests we have undertaken give us confidence that both easyJet and Ryanair have the financial resources to weather the crisis.

 

In the Autumn of 2019, we exited our supermarket holdings, Tesco and Morrisons. One of the key pillars of our investment premise was that the food retail market is not properly competitive, that food shopping choice is mainly geographic, and the planning system creates huge barriers to entry. The rise of the German discounters and of online shopping has not really changed that. Both companies were able to repair their damaged position with customers and restore their businesses to growth and improved profitability.

 

However, we detected a potential change in consumption habits that concerned us and, in the end, undermined our confidence in our ability to estimate the long-term economics of these businesses. That change is the rise of home delivered food, which we believe has changed from being the move online of what was already the traditional restaurant takeaway business, into a substitute for what would have been a food shop at the grocers. The industry is still in its infancy, but already it is having profound impacts on shopping habits. What is currently mainly a delivery of a meal is also becoming the delivery of groceries at very short notice.

 

One of the biggest long-term trends in the UK grocery market has been the shift towards convenience shopping and more frequent smaller shops.  The offering of this service now by Deliveroo, Amazon and others is likely to take business away from the main grocers and, at a minimum, change the economics of the industry. Tesco and Morrisons are both very well managed businesses and have to work extremely hard to deliver just modest growth, but this we fear has the potential to reverse that.

 

That change in our assessment of the way the UK grocery market will evolve, along with a loss of confidence in our ability to forecast it, resulted in the exit from both holdings.

 

Following share price weakness which related to issues with their auditor and a potential tax bill in Belgium, we took the opportunity to add 1.5% to the holding in Frasers Group (Sports Direct). Gary Channon wrote to Aurora investors in the July factsheet to explain our thoughts on the company and that is outlined below:

 

"Sports Direct has been in the news a lot lately. Firstly, they delayed the announcement of their results saying they weren't ready. When they were ready, there was a further delay on the day because of the apparently unexpected receipt of a large tax demand from the Belgian tax authorities the day before. Slightly lost in all the headlines was that the financial results were very resilient, outperforming most UK retailers and although House of Fraser was loss making, it wasn't any worse than expected.

 

When we are considering our investments, and this is especially the case with Sports Direct, we need to distinguish between information that matters, i.e. that tells us something significant, and that which doesn't. Despite all the hullabaloo about these goings on, in our opinion most of it tells us very little that matters. We've found nothing that goes to integrity or even corporate governance.  This isn't intended as a rebuttal piece, it would be too long if we went through every twist and turn and our evidence, deductions and interpretations, I just want to say that from our perspective, as investors who have followed Sports Direct very closely for a decade, that we have found nothing that isn't consistent with either their explanation of it, or their way of operating. In the manner of Occam's Razor, the simplest explanation is usually the correct one, so we believe the results were late because the Sports Direct audit is incredibly complicated this year due to all of the acquisitions, and its auditor, who is under enormous pressure to improve its audits, was unable to meet the deadline despite putting three times as many staff on the audit as last year. The actual results day was impacted by the receipt of a demand from the Belgian authorities the day before. That's it and we believe these facts are not symptomatic of some wider malaise or failing.

 

We have watched entrepreneurs like Ken Morrison, push their organisations hard when there is a big opportunity. In his case buying Safeway. They focus on what matters, on seizing the opportunity, on creating the most future value and they don't pay much attention to the short-term optics or the desire to have everything looking smooth and under control. When you do this in the public domain as a listed company you may suffer bad headlines and a volatile share price. For the investor who separates out what matters and is able to judge value, then these times often present opportunities.

 

We were buyers of Morrisons at that time when they told the City they couldn't produce figures and we were recent buyers of Sports Direct when they initially plunged on the latest news. These situations do look ugly and they don't help with the short-term perception of Aurora, but we believe that in reality it is an opportunity, and that in time that will be borne out and our investors will prosper as a result. The shareholders of Debenhams, judged by the feedback given on corporate governance and how they voted at AGMs, were happy with the stewardship of the company and yet that board wiped out the shareholders and handed it to the buyers of its debt, even when there was an offer to underwrite a rights issue to rescue some value for shareholders. Somehow, Mike Ashley is the villain in that saga, and he is the one in need of better corporate governance despite his stewardship of Sports Direct, which has seen it generate strong profits in the business its shareholders own.

 

The key point I would like to make about Sports Direct is that our estimation of its value has not changed negatively in the past few months. We are always happy to acknowledge when that does happen, and it happens a lot, but not here."

 

Frasers Group (Sports Direct) ended the year as the best performing holding in the portfolio posting a rise of 92.8%. The company rallied strongly in the final quarter as the market as whole rose in anticipation of a Conservative government and the company itself reported good results in December. In that announcement they outlined they had come to an agreement with the Belgium tax authorities that a significant proportion of the tax bill was not valid, and that PwC Belgium had independently found no evidence of material underpayments of VAT.

 

From a share price perspective, as well as the strong move from Frasers Group (Sports Direct), other holdings showing significant price increases of above 20% included the housebuilders with Barratt Developments +74%, Redrow +59% and Bellway +59%. JD Wetherspoons rose 51% during the year along with easyJet +35%, Lloyds Banking Group +28%, GlaxoSmithKline +25% and Ryanair +23%. Two fallers of note during the year were Dignity -14% and Phoenix SG -8%. Our view of the long-term value of Dignity has not changed, especially if it pursues the sort of price and service leadership strategy that we think makes sense.

 

In March 2020, as a consequence of the impact of the COVID-19 pandemic, the CMA announced that publication of their review into the funeral home and crematoria sector would be delayed until March 2021.

 

Phoenix SG, the investment vehicle which houses the assets related to our investment in Stanley Gibbons PLC reduced in value by approximately 8% during the year. The share price of Stanley Gibbons PLC was basically unchanged over the year and progress was made in selling the stamp inventory. Our estimate of the value of the receivable from the Guernsey administration process was reduced due to increased spending by the administrator. However, we did receive an in-specie distribution from the administration in the form of more stamps and collectibles which we have agreed to sell via Stanley Gibbons. A further, likely small, cash distribution from this process can be expected.

 

The business has become cleaner and leaner in 2019 with costs decreasing and underlying revenue increasing. The core building blocks of future growth consistent with the investment rationale are well on the way to being in place and we expect this to allow for further growth in the future.

 

Steve Tatters

Director

Phoenix Asset Management Partners

13 May 2020

 

Other Strategic Report Information

 

Principal risks and uncertainties

The procedures in place to identify emerging or principal risks are described below.

The Audit Committee regularly reviews the Company's risk matrix, focusing on ensuring that the appropriate controls are in place to mitigate each risk. Emerging risks are reviewed regularly to ensure that risks are identified and managed so far as practicable. The experience and knowledge of the Audit Committee and Board is invaluable to these discussions, as is advice received from the Board's service providers, specifically the Investment Manager who is responsible for all portfolio management services.

The market and operational risks and financial impact as a result of the COVID-19 pandemic, and measures introduced to combat its spread, were discussed by the Board, with updates on operational resilience received from the Investment Manager, Administrator and other key service providers.

The following is a description of the role each service provider plays in the identification of emerging risks.

1.   Investment Manager: the Investment Manager advises the Board at each meeting on world markets, stock market trends, information on stock specific matters as well as regulatory, political and economic changes likely to impact the Company's portfolio;

 

2.   Distributor and Broker: provides advice periodically specific to the Company on the Company's share register, sector, competitors and the investment company market;

 

3.   Company secretary and auditor: briefs the Board on forthcoming legislation/regulatory change that might impact on the Company.  The auditor also has specific briefings at least annually;

 

4.   AIC: The Company is a member of the AIC, which provides regular technical updates as well as drawing members' attention to forthcoming industry and regulatory issues.

Procedure for oversight

Audit and Risk Committee: Minimum twice yearly review of the Risk Matrix and formal (at least annual) review of the risk procedures and controls in place at the key service providers to ensure that emerging (as well as known) risks are adequately identified and - so far as practicable - mitigated.

Experienced NEDs on the Committee, each bringing external knowledge of the investment trust (and financial services generally) marketplace, trends, threats etc. as well as macro/strategic insight.

The principal risks faced by the Company, together with the approach taken by the Board towards them, have been summarised below.

Portfolio Risk

Changes in general economic and market conditions including, for example, interest rates, cost increase, rates of inflation, industry conditions, competition, political events and trends, tax laws, national and international conflicts and other factors, particularly noting the recent outbreak of COVID-19 and the impact to the economy, could substantially and adversely affect the Company's prospects.

·    Poor stock selection or poor use of gearing, resulting in underperformance against the Company's benchmark.

·    Poor use of gearing, creating a drag on performance during times of market declines.

·    Illiquid stock creating a drag on performance.

·    Poor governance, compliance or administration, including particularly the risk of loss of investment trust status.

 

Management of risks

The Board undertakes a review of the performance of the Company and scrutinises and challenges notable transactions at each quarterly Board meeting.  At least on an annual basis the Remuneration and Management Engagement Committee review the engagement of the Investment Manager, including the Investment Manager's achievements with regard to the Company's performance. The performance of service providers is reviewed annually via its Remuneration and Management Engagement Committee. Each service provider's Contract defines the duties and responsibilities of each and has safeguards in place including provisions for the termination of the agreement.

Risk diversification

The Company invests in organisations normally listed and traded on the London Stock Exchange, and by spreading its investments across a range of such securities. At 31 December 2019, the Company held 17 (2018: 18) stocks, spread across 7 (2018: 7) main sectors.

Gearing

The Company has the power under its Articles to borrow money. The Company does not currently intend to use gearing. However, if the Board did decide to utilise gearing the aggregate borrowings of the Company would be restricted to 30% of the aggregate of the paid-up nominal capital plus the capital and revenue reserves.

The Board will keep under review whether any provision should be made for the use of short-term borrowing for the sole purpose of meeting working capital requirements from time-to-time. Further details concerning currency risks, liquidity risks and interest rate risks are given in note 16.

Liquidity

The Board undertakes a review of the liquidity of the investments at each quarterly Board meeting and takes appropriate action where deemed necessary. 

Viability Statement

A resolution was unanimously approved for the continuation of the Company as an investment trust at the 2019 AGM. The continuation vote will be put to Shareholders at every third AGM.  The next continuation vote will be held at the 2022 AGM. Investors have given no indication that they would oppose the continuation of the Company when the continuation vote is next presented to Shareholders.

 

The Directors have considered the viability of the Company over a five year period to 31 December 2024, which they believe is an appropriate period over which to assess the Company given the Company's long-term investment strategy and the principal and emerging risks and uncertainties.

 

After making inquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for at least five years from the date of approval of this report.

 

In reaching this conclusion, the Directors have considered each of the principal risks and uncertainties set out above, including the impact of Covid-19 on the Company. They have considered the liquidity and solvency of the Company, the level of premium at which its Ordinary Shares trade at the time of assessment, its income and expenditure profile including the absence of monthly management fees and the non-utilisation of gearing as an instrument of normal investment policy. The Company's investments comprise readily realisable securities which could, if necessary, be sold to meet the Company's funding requirements. The Company's plan to expand by the issue of new share capital is kept under close, ongoing review by the Board. Portfolio changes and market developments are also discussed at quarterly Board meetings. The internal control framework of the Company is subject to formal review on at least an annual basis.

 

The Company's income from investments and cash realisable from the sale of investments provide substantial cover to the Company's operating expenses and any other costs likely to be faced by the Company during the period under review.

 

Outlook

The outlook for the Company is discussed in the Chairman's Statement and the Investment Manager's Review.

 

This Strategic Report was approved by the Board on 13 May 2020.

For and on behalf of the Board.

Lord Flight

Chairman

13 May 2020

 

Statement of Directors' Responsibilities for the Annual Report

The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Remuneration Report and the financial statements in accordance with applicable law and regulations.

 

Company law in the United Kingdom requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

•    select suitable accounting policies and then apply them consistently;

•    make judgements and accounting estimates which are reasonable and prudent;

•    state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;

•    prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the website used by the Company.

 

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Statement under the Disclosure and Transparency Rules 4.1.12

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

 

a.   the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

b.   this annual report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

Having taken advice from the Audit Committee, the Directors consider that the annual report and financial statements taken as a whole are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

 

For and on behalf of the Board

Lord Flight

Chairman

13 May 2020


Statement of Comprehensive Income

For the year ended 31 December 2019 

 

Year ended 31 December 2019

Year ended 31 December 2018

 

 

Revenue

Capital

Total

Revenue

Capital

Total

Notes

 

£'000

£'000

£'000

£'000

£'000

£'000

2

Gains/(losses) on investments

-

31,654

31,654

-

(14,585)

(14,585)

3

Income

3,840

-

3,840

2,959

-

2,959

 

Total income

3,840

31,654

35,494

2,959

(14,585)

(11,626)

4

Investment management fees

-

(1,361)

(1,361)

-

-

-

4

Other expenses

(551)

-

(551)

(457)

-

(457)

 

Profit / (loss) before tax

3,289

30,293

33,582

2,502

(14,585)

(12,083)

6

Tax

-

-

-

-

-

-

 

Profit/(loss) and total comprehensive income for the year

3,289

30,293

33,582

2,502

(14,585)

(12,083)

8

Earnings per Ordinary Share

5.41p

49.80p

55.21p

4.99p

(29.09p)

(24.10p)

 

 

 

 

 

 

 

 

The revenue and capital columns, including the revenue and capital earnings per Ordinary Share data, are supplementary information prepared under guidance published by the AIC.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. All revenue is attributable to the equity holders of the Company.

 The notes form part of these accounts.

Statement of Financial Position

At 31 December 2019

 

 

2019

2018

 

Notes

£'000

£'000

 

 

NON-CURRENT ASSETS

 

 

 

2

Investments held at fair value through profit or loss

138,813

98,619

 

 

CURRENT ASSETS

 

 

 

 

Receivables

422

459

 

 

Cash and cash equivalents

16,602

2,008

 

 

 

17,024

2,467

 

 

TOTAL ASSETS

155,837

101,086

 

 

CURRENT LIABILITIES:

 

 

 

Investment management fees payable

(1,361)

-

 

 

Other operating expenses payable

(116)

(90)

 

 

 

(1,477)

(90)

 

 

NET ASSETS

154,360

100,996

 

 

 

 

 

 

 

EQUITY

 

 

 

9

Called up share capital

16,628

13,855

 

 

Capital redemption reserve

179

179

 

 

Share premium account

97,186

77,764

 

11

Investment holding gains/(losses)

23,231

(5,218)

 

11

Other capital reserve

13,417

11,573

 

 

Revenue reserve

3,719

2,843

 

 

TOTAL EQUITY

154,360

100,996

 

 

Number of Ordinary Shares in issue

66,513,561

55,418,716

 

12

NAV per Ordinary Share

232.07p

182.24p

 

 

 

 

 

 

Approved by the Board of Directors on 13 May 2020 and signed on its behalf by:

Lord Flight

Lady Rachael Robathan

The notes form part of these accounts.

Company number 03300814

 

Statement of Changes in Equity

Year to 31 December 2019

 

 

Share capital

Capital Redemption reserve

Share premium account

Unrealised capital gains

Other capital gains

Revenue reserve

Total

Notes

Year ended 31 December 2019

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

£'000

 

Opening equity

13,855

179

77,764

(5,218)

11,573

2,843

100,996

 

Profit for the year

-

-

-

28,449

1,844

3,289

33,582

7

Dividends paid

-

-

-

-

-

(2,413)

(2,413)

9

Issue of new Ordinary Shares

2,773

-

19,706

-

-

-

22,479

 

Ordinary Share issue costs

-

-

(284)

-

-

-

(284)

 

Closing equity

16,628

179

97,186

23,231

13,417

3,719

154,360

 

 

 

 

 

 

 

 

 

 Year to 31 December 2018

 

Share capital

Capital Redemption reserve

Share premium account

Unrealised capital gains

Other capital gains

Revenue reserve

Total

Notes

Year ended 31 December 2018

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 

10,618

179

54,009

10,887

10,053

1,627

87,373

 

-

-

-

(16,105)

1,520

2,502

(12,083)

7

-

-

-

-

-

(1,286)

(1,286)

9

3,237

-

24,016

-

-

-

27,253

 

-

-

(261)

-

-

-

(261)

 

Closing equity

13,855

179

77,764

(5,218)

11,573

2,843

100,996

 The notes form part of these accounts.

 

Cash Flow Statement

For the year ended 31 December 2019

 

Year to 31 December 2019

Year to 31 December 2018

 

£'000

£'000

NET OPERATING ACTIVITIES CASH FLOW

 

 

Cash inflow from investment income and interest

3,877

2,801

Cash outflow from management expenses

(525)

(389)

Payments to acquire non-current asset investments

(36,950)

(90,875)

Receipts on disposal of non-current asset investments

28,410

60,258

NET OPERATING ACTIVITIES CASH FLOW

(5,188)

(28,205)

 

 

 

FINANCING ACTIVITIES CASH FLOW

 

 

Net proceeds from issues of new Ordinary Shares

22,195

26,992

Dividends paid

(2,413)

(1,286)

FINANCING ACTIVITIES CASH FLOW

19,782

25,706

 

 

 

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

14,594

(2,499)

 

 

 

Cash and cash equivalents at beginning of year

2,008

4,507

Increase/(Decrease) In Cash and Cash Equivalents

14,594

(2,499)

Cash and cash equivalents at end of year

16,602

2,008

 The notes form part of these accounts.

 

 

 

Notes to the Financial Statements

1.  Reporting entity

Aurora Investment Trust plc is a closed-ended investment company, registered in England and Wales on 10 January 1997 with Company number 03300814. The Company's registered office is Mermaid House, 2 Puddle Dock, London EC4V 3DB. Business operations commenced on 13 March 1997 when the Company's Ordinary Shares were admitted to trading on the London Stock Exchange.

 

The Company invests predominantly in a portfolio of UK listed companies and may from time to time also invest in companies listed outside the UK and unlisted securities, with the objective providing Shareholders with long-term returns through capital and income growth.

 

Details of the Directors, Investment Manager and Advisers can be found in the Annual Report December 2019.

 

The financial statements of the Company are presented for the year ended 31 December 2019 and were authorised for issue by the Board on 13 May 2020.

 

Basis of Accounting

The financial statements of the Company has been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the IASB and International Accounting Standards and Standing Interpretations Committee interpretations approved by the IASC that remain in effect, and to the extent that they have been adopted by the European Union.

 

Under IFRS, the AIC Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued in October 2019 has no formal status, but the Company adheres to the guidance of the SORP.

 

Going concern

The Directors have adopted the going concern basis in preparing the financial statements.

 

The Directors have a reasonable expectation that the Company has adequate operational resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Further information on the Company's going concern can be found in the Annual Report December 2019.

 

Significant accounting policies

The accounting policies adopted are described below:

 

a.  Accounting Convention

The accounts are prepared under the historical cost basis, except for the measurement of fair value of investments.

 

b.  Standards, amendments and interpretations to existing and/or new accounting standards

At the date of authorisation of these financial statements, there were no new relevant standards, amendments and interpretations to existing standards that have been published but are not yet effective.


c.  Investments

Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment. After initial recognition, investments are measured at fair value through profit or loss. Gains or losses on investments measured at fair value through profit or loss are included in net profit or loss as a capital item and transaction costs on acquisition or disposal of investments are expensed. For investments that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the yearend date. All purchases and sales of investments are recognised on the trade date, i.e. the date that the Company commits to purchase or sell an asset. Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment.

 

Unquoted investments are measured at fair value, which is determined by the Directors in accordance with the International Private Equity and Venture Capital valuation guidelines and IFRS 9. The fair value of the Company's investments in Phoenix SG is based on the reported NAV as at the reporting date. Valuation reports provided by the Investment Manager of the unquoted investments are used to calculate the fair value where there is evidence that the valuation is derived using fair value principles that are consistent with the Company's accounting policies and valuation methods. Such valuation reports may be adjusted to take account of changes or events to the reporting date, or other facts and circumstances which might impact the underlying value.

 

Upon the sale of Phoenix SG in part or wholly, the fair value would be the expected sale price where this is known or can be reliably estimated.

 

d.  Income from Investments

Investment income from the Company's investment portfolio is accounted for on the basis of ex-dividend dates. Income from fixed interest shares and securities is accounted for on an accrual basis using the effective interest method. Special Dividends are assessed on their individual merits and are credited to the capital column of the Statement of Comprehensive Income if the substance of the payment is a return of capital; with this exception all investment income is taken to the revenue column of the Statement of Comprehensive Income. Income from gilts receivable is accounted for on an accrual basis using the effective yield.

 

e.  Capital Reserves

The Company is not precluded by its Articles from making any distribution of capital profits by way of dividend, but the Directors have no current plans to do so. Profits and losses on disposals of investments are taken to the other capital (gains on disposal) reserve. Revaluation movements are taken to the investment holding reserve via the capital column of the Statement of Comprehensive Income.

 

f.  Investment Management Fees and Other expenses

Performance fees are charged to Other capital reserves on the Statement of Financial Position via the capital column of the Statement of Comprehensive Income. The performance fees are recognised as expenses in profit or loss with a corresponding provision based on the cash equivalent of the performance fees due when it becomes payable. When payment of the performance fees become due, the Company's Ordinary Shares (equity) are issued based on the prevailing NAV on the issue date.

 

Other costs are normally charged to revenue, unless there is a compelling reason to charge to capital. Tax relief in respect of costs allocated to capital is credited to capital via the capital column of the Statement of Comprehensive Income on the marginal basis.

 

g.  Taxation

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the year end date.

 

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. In addition, tax losses available to be carried forward as well as other income tax credits are assessed for recognition as deferred tax assets.

 

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply at their respective period of realisation, provided they are enacted or substantively enacted at the year end date. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income.

 

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity.

 

h.  Foreign currency

The currency of the primary economic environment in which the Company operates (the functional currency) is pounds sterling ("sterling"), which is also the presentational currency of the Company. Transactions involving currencies other than sterling are recorded at the exchange rate ruling on the transaction date. At each year end date, monetary items and non-monetary assets and liabilities, which are fair valued, and which are denominated in foreign currencies, are retranslated at the closing rates of exchange. Such exchange differences are included in the Statement of Comprehensive Income and allocated to capital if of a capital nature or to revenue if of a revenue nature. Exchange differences allocated to capital are taken to gains on disposal or investment holding losses, as appropriate.

 

i.  Cash and cash equivalents

Cash and Cash Equivalents in the Cash Flow Statement comprise cash held at bank.

 

j.  Dividends payable to equity Shareholders

Dividends payable to equity Shareholders are recognised in the Statement of Changes in Equity when they are paid or have been approved by Shareholders in the case of a final dividend.  Interim dividends payable are recognised in the period in which they are paid.

 

k.  Judgements, estimations or assumptions

The Directors have reviewed matters requiring judgements, estimations or assumptions. The preparation of the financial statements requires management to make judgements, estimations or assumptions that affect the amounts reported for assets and liabilities as at the year end date and the amounts reported for revenue and expenses during the year. However, the nature of the estimation means that actual outcomes could differ from those estimates.

 

The critical judgement, estimate or assumption that may have a significant risk of causing a material adjustment to the Company's NAV relate to the valuation of the Company's unquoted (Level 3) investment in Phoenix SG, which is approximately 5.5% of the Company's NAV.

 

The Level 3 holding is valued in line with accounting policy as disclosed in Note 1(c). Under the accounting policy, the reported NAV methodology has been adopted in valuing the Level 3 investment. As the Company has judged that it is appropriate to use the reported NAV in valuing the unquoted investment, the Company does not have any other key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting period, which may have a significant risk of causing a material adjustment to the Company's NAV within the next financial year.

 

Whilst the Board considers the methodologies and assumptions adopted in the valuation of unquoted investments are reasonable and robust, because of the inherent uncertainty of the valuation, the values used may differ significantly from the values that would have been used had a ready market for the investment existed and the differences could be significant. These values may need to be revised as circumstances change and material adjustments may still arise as a result of revaluation of the unquoted investments fair value within the next year.

 

If the fair value of the Level 3 investment changed by 10% the impact on the Company's NAV would be £848,700 (2018: £701,000), representing 0.5% (2018: 0.7%) of NAV.

 

2. Investments held at Fair Value Through Profit or Loss


 




 


Year to 31 December 2019

Year to 31 December 2018

 


£'000

£'000

 

UK listed securities

122,272

84,922

 

Securities traded on AIM

8,054

6,687

 

Unquoted securities

8,487

7,010

 

Total non-current investments held at fair value through profit or loss

138,813

98,619

 

Movements during the year:



 

Opening balance of investments, at cost

103,837

71,700

 

Additions, at cost

36,950

90,875

 

Disposals - proceeds received or receivable*

(28,410)

(60,258)

 

                    - realised profits

3,205

1,520

 

                    - at cost

(25,205)

(58,739)

 

Cost of investments held at fair value through profit or loss at 31 December

115,582

103,837

 




 

Revaluation of investments to market value:



 

Opening balance

(5,218)

10,887

 

Increase/(decrease) in unrealised appreciation credited/(debited) to investment holding reserve

28,449

(16,105)

 

Balance at 31 December

23,231

(5,218)

 




 

Market value of non-current investments held at fair value through profit or loss at 31 December

138,813

98,619

 

* These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

 

Transaction Charges



 


Year to 31 December 2019

Year to 31 December 2018

 


£'000

£'000

 

Transaction costs on purchases of investments

14

39

 

Transaction costs on sales of investments

11

12

 

Total transaction costs included in gains or losses on investments at fair value through profit or loss

25

51

 

Fair Value Hierarchy



Under IFRS13 investment companies are required to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair values.





Classification

Input



Level 1

Valued using quoted prices in active markets for identical assets

Level 2

Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1

Level 3

Valued by reference to valuation techniques using inputs that are not based on observable market data





Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.





Classification


2019

2018

Level 1


130,326

91,609

Level 2


-

-

Level 3


8,487

7,010

There were no transfers between levels during the year.





The movement on the Level 3 unquoted investment during the period is shown below:



2019

2018

Opening balance


7,010

-

Additions during the year

2,000

5,578

Movement in unrealised gains at year end

(523)

1,432

Closing balance


8,487

7,010





The Company's unquoted investment represents investment in Phoenix SG Limited (Phoenix SG). The fair value of the investment in Phoenix SG includes its shares in Stanley Gibbons Group Plc (Stanley Gibbons) and some other assets related to Stanley Gibbons.

 

Phoenix SG direct investments in Stanley Gibbons Group Plc include the following;

Quoted equity shares in Stanley Gibbons, trading on the Alternative Investment Market branch of the London Stock Exchange (the "Equity Investment"). Phoenix SG holds 58.1 per cent in the total equity of Stanley Gibbons;

 

A loan agreement with Stanley Gibbons for a principal amount of £13.0 million over a term of 5 years (the "Debt Investment"). The loan will accrue interest at a rate of 5.0 per cent compounding annually and will be repaid in full at maturity. The loan structure also gives Phoenix SG a first charge over the assets and brands of Stanley Gibbons.

 

The total fair value attributable to the Company's investment in Phoenix SG as of 31 December 2019 is £8.48 million. The Company held 30.36 percent of the share capital of Phoenix SG.

 

3. Income




Year to 31 December 2019

Year to 31 December 2018


£'000

£'000

Income from investments:



Dividends from listed or quoted investments

3,829

2,956

Other income:



Deposit interest

11

3




Total income

3,840

2,959

 

4. Investment Management Fees and Other Expenses





Year ended 31 December 2019

Year ended 31 December 2018


Revenue*

Capital

Total

Revenue*

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

Investment management fees**

-

1,361

1,361

-

-

-








Administration fee

146

-

146

139

-

139

Auditor's fee*

53

-

53

33

-

33

Broker's fees

48

-

48

30

-

30

Depositary and custody fees

68

-

68

66

-

66

Directors' fees

113

-

113

81

-

81

Printing

15

-

15

13

-

13

Professional fees

38

-

38

46

-

46

Registrar's fees

39

-

39

32

-

32

Miscellaneous expenses

31

-

31

17

-

17

Total other expenses

551

-

551

457

-

457








* All expenses include any relevant irrecoverable VAT. The amounts excluding VAT paid or accrued for the audit of the Company are £44,000 (2018: £26,800).

 

** The Company has an agreement with Phoenix. Under the terms of this agreement, the Investment Manager does not earn an ongoing annual management fee, but will be paid an annual performance fee equal to one third of any outperformance of the Company's NAV per Ordinary Share total return (including dividends and adjusted for the impact of share buybacks and the issue of new shares) over the FTSE All-Share Index (total return) for each financial year.

 

The total annual performance fee is capped at 4% per annum of the NAV of the Company at the end of the relevant financial year, in the event that the NAV per Ordinary Share has increased in absolute terms over the period, and 2% in the event that the NAV per Ordinary Share has decreased in absolute terms over the period. Any outperformance that exceeds these caps will be carried forward and only paid if the Company outperforms, and the annual cap is not exceeded, in subsequent years.

 

 

 

The performance fee is subject to a high water mark so that no fee will be payable in any year until all underperformance of the Company's net asset value since the last performance fee was paid has been made up.

 

Performance fees are settled by issuance of the Company's Ordinary Shares. Such Ordinary Shares are issued at the NAV per Ordinary Share on the date of issue, so that the then current value of the Ordinary Shares equates in terms of NAV to the performance fees liability.

 

Any part of the performance fee that relates to the performance of Phoenix SG will be accrued but will not be paid until such time as the Company's investment in Phoenix SG has been realised or is capable of realisation.  The position will be reviewed at that time by reference to the realised proceeds of sale or the fully realisable value of Phoenix SG as compared to the original cost of acquisition. 

 

All other performance fees are subject to a review and claw-back procedure if the Company has underperformed its benchmark during a period of three years following the end of the financial year in respect of which the relevant fee was paid.  Ordinary Shares received by the Investment Manager under this arrangement must be retained by the Investment Manager throughout the three year period to which the claw-back procedure applies.

As a result of the above review procedures all or any part of the performance fees might become recoverable, but the Company accrues for them in full and would not recognise any asset or diminution of liability relating thereto unless a recovery had become reasonably certain.

 

The performance fee accrued for the year ended 31 December 2019 was 1,360,824 (2018: £nil).  On 3 February 2020 469,696 Ordinary Shares were issued to the Investment Manager, representing 80% of the total fee due.  The Ordinary Shares were issued at the latest prevailing Net Asset Value as at 28 January 2020 of 231.78 pence per Ordinary Share. An accrual of £171,440 will be retained in the Company's balance sheet in respect of that part of the fee related to Phoenix SG in accordance with the claw-back mechanism. The remaining £100,725 will be paid in Ordinary Shares once the Final Results are released.

 

 


 

5. Directors' Fees

 

The fees paid or accrued for the year to 31 December 2019 were £113,000 (2018: £81,250). There were no other emoluments. The figures shown for Directors' fees in note 3 above does not include employers' National Insurance contributions or VAT, as appropriate. Full details of the fees of each Director are given in the Directors' Remuneration Report.

 

 

6. Taxation








2019

2018


Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

Corporation tax

-

-

-

-

-

-

Overseas tax

-

-

-

-

-

-

Tax charge in respect of the current year

-

-

-

-

-

-








Current taxation







The taxation charge for the year is different from the standard rate of corporation tax in the UK (19%). The differences are explained below:










Year to 31 December 2019


Year to 31 December 2018




£'000



£'000

Total profit/(loss) before tax



33,582



(12,083)








Theoretical tax at UK corporation tax rate of 19.0% (2018: 19.0%) 

6,381



(2,296)

Effects of:







Capital (gains)/losses that are not taxable

(6,015)



2,771

UK dividends which are not taxable


(728)



(561)

Increase in excess tax losses



362



86

Actual current tax



-



-

Due to the Company's status as an investment trust and its intention to continue meeting the conditions required to maintain its status in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

 

 

 

 

 

 

 

 

 

Deferred Tax

 

 

 

 

 

 

 

The Company has £11,536,000 (2018: £9,635,000) in respect of excess unutilised management expenses, equivalent to a potential tax saving of £1,961,000 (2018: £1,638,000) at the prospective tax rate of 17% and £1,491,000 (2018: £1,491,000) in respect of loan interest, equivalent to a potential tax saving of £253,000 (2018: £253,000) at the prospective tax rate of 17%.

 

 

These amounts are available to offset future taxable revenue. A deferred tax asset has not been recognised in respect of these expenses and will be recoverable only to the extent that the Company has sufficient future taxable revenue.

 

 

7. Ordinary Dividends




Year to 31 December 2019

Year to 31 December 2018


£'000

£'000

Dividends reflected in the financial statements:



Final dividend for the year ended 31 December 2018 at 4.00p per Ordinary Share (2017: 2.75p)

2,413

1,286

Dividends not reflected in the financial statements:



Interim dividend for the year ended 31 December 2019 at 4.50p per Ordinary Share (2018: 4.00p)

3,295

2,398

 

8. Earnings Per Ordinary Share

 

Earnings per Ordinary Share are based on the profit of £33,582,000 (2018: loss of £12,083,000) attributable to the weighted average of 60,830,284 (2018: 50,131,873) Ordinary Shares of 25p in issue during the year.

 

Supplementary information is provided as follows: revenue earnings per Ordinary Share are based on the revenue profit of £3,289,000 (2018: profit of £2,502,000); capital earnings per Ordinary Share are based on the net capital profit of £30,293,000 (2018: loss of £14,585,000), attributable to the weighted average of 60,830,284 (2018: 50,131,873) ordinary voting shares of 25p.

 

 

9. Share Capital




At 31 December 2019

At 31 December 2018

Allotted, called up and fully paid

Number

66,513,561

55,418,717

Ordinary Shares of 25p

£'000

16,628

13,855




The Company did not purchase any of its own shares during the year ended 31 December 2019 or the year ended 31 December 2018. No shares were cancelled during either year (2018: nil).

No shares were held in Treasury or sold from Treasury during the year ended 31 December 2019 (31 December 2018: nil).


Placings

There were no placings during the year ending 31 December 2019.   


Block listings

The Company had established on 6 June 2018 a block listing facility for up to 9,650,118 new Ordinary Shares to meet market demand arising from time to time. Under this facility a total of 5,553,506 new Ordinary Shares were issued during the period 1 January 2019 - 10 June 2019, raising £11,359,946, net of commission.

 

 

A new block listing facility for up to 12,194,444 new Ordinary Shares was established on 11 June 2019. Under this facility a total of 5,541,339 new Ordinary Shares were issued during the period 11 June 2019 - 31 December 2019, raising £11,120,454, net of commission.

 

 

At 31 December 2019, the Company had 66,513,561 (2018: 55,418,716) Ordinary Shares in issue. The number of voting shares at 31 December was 66,513,561 (2018: 55,418,716).

 

10. Total Equity

Total Equity includes, in addition to Share Capital, the following reserves:

Capital Redemption Reserve. When any shares are redeemed or cancelled, a transfer of realised profit must be made to this reserve in order to maintain the level of capital that is not distributable.

 

Share Premium Account. When shares are issued at a premium to their nominal value, the "capital profit" arising on their allotment must be held in a Share Premium Account, which is not distributable in the ordinary course and may be utilised only in certain limited circumstances.

 

Capital profits arising from the Company's investment transactions are held as Capital Reserves, subdivided between Gains on Disposal for profits arising upon sales of investments and Investment Holding gains/losses for portfolio revaluations. The movements on this account are analysed in note 11.

 

The Company's Revenue Reserves are the net profits that have arisen from the Company's revenue income in the form of dividends and interest, less operating expenses and dividends paid out to the Company's Shareholders.

 

11. Capital Reserves


31 December 2019

31 December 2018


£'000

£'000

Investment holding gains/(losses)



Opening balance

(5,218)

10,887

Revaluation of investments - listed

28,449

(16,105)

Balance of investment holding gains/(losses) at 31 December

23,231

(5,218)




Other capital reserves



Opening balance

11,573

10,053

Net gains on realisation of investments

2,864

1,520

Capital distributions received

341

-

Investment management fees to capital

(1,361)

-

Total gains of other capital reserves

1,844

1,520

Balance of other capital reserves at 31 December

13,417

11,573




Total capital reserve at 31 December

36,648

6,355

 

12. Net Assets Per Ordinary Share

The figure for net assets per Ordinary Share is based on £154,360,000 (2018: £100,996,000) divided by 66,513,561 (2018: 42,471,503) voting shares in issue at 31 December 2019.

 

13. Reconciliation of Profit before Finance Costs and Tax to Net Operating Activities Cash flow


Year to 31 December 2019

Year to 31 December 2018


£'000

£'000

Profit/(loss) before finance costs and tax

33,582

(12,083)

Increase in non-current investments

(40,194)

(16,032)

Decrease/(increase) in other receivables

37

(108)

Increase in other payables

1,387

18

Net cash outflow used in operating activities

(5,188)

(28,205)

 

14. Related Party Transactions

Details of the management, administration and secretarial contracts can be found in the Directors' Report. Mr Tatters was a Director of the Company and an employee of Phoenix. There were no transactions with Directors other than disclosed in the Directors' Remuneration Report. Fees payable to Phoenix are shown in note 4.


A £1,361,000 provision has been made for a performance fee as at 31 December 2019 (2018: £Nil). Any performance fee would be payable in Ordinary Shares at the prevailing NAV on the issue date. In accordance with the Management Agreement, 469,695 of the Company's New Ordinary Shares were issued, representing 80% of the £1,361,000 provision. Other than the performance related fees, the Investment Manager does not receive any financial benefits derived from its relationship with the Company. There are measures in place to avoid the double charging of fees and expenses as a result of the Company's holdings in Phoenix SG, which also have Phoenix as its Investment Advisor.


Other payables include accruals of administration fees of £12,900 (2018: £11,800). All figures include any appropriate VAT.

 

15. Financial Assets/Liabilities





Investments are carried in the balance sheet at fair value. For other financial assets and financial liabilities, the balance sheet value is considered to be a reasonable approximation of fair value.








Financial assets







The Company's financial assets may include equity investments, fixed interest securities, short-term receivables and cash balances. The currency and cash-flow profile of those financial assets was:

 

 At December



2019



2018

 


Interest bearing

Non-
interest bearing

Total

Interest bearing

Non-
interest bearing

Total

 


£'000

£'000

£'000

£'000

£'000

£'000

 

Non-current investments at fair value through profit or loss:


 

£ sterling equities

-

138,813

138,813

-

98,619

98,619

 


-

138,813

138,813

-

98,619

98,619

 

Cash at bank:







 

Floating rate - £ sterling

-

16,602

16,602

-

2,008

2,008

 


-

16,602

16,602

-

2,008

2,008

 

Current assets:







 

Receivables

-

422

422

-

459

459

 


-

155,837

155,837

-

101,086

101,086

 








 

Cash at bank includes £16,601,860 (2018: £2,008,000) held by the Company's Depository, BNP Paribas.

 








 

Financial liabilities






 

The Company finances its investment activities through its Ordinary Share capital and reserves. It has discontinued the use of borrowing for such purposes. The Company's financial liabilities comprise short-term trade payables. Foreign currency balances are stated in the accounts in sterling at the exchange rate as at the Balance Sheet date.

 

 

There were no short-term trade payables (other than accrued expenses).


 

 

16. Financial Instruments - Risk Analysis

The general risk analysis undertaken by the Board and its overall policy approach to risk management are set out in the Strategic Report. Issues associated with portfolio distribution and concentration risk are discussed in the Investment Policy section of the Strategic Report. This note, which is incorporated in accordance with accounting standard IFRS7, examines in greater detail the identification, measurement and management of risks potentially affecting the value of financial instruments and how those risks potentially affect the performance and financial position of the Company. The risks concerned are categorised as follows:



a. Potential Market Risks, which are principally


i. Currency Risk


ii. Interest Rate Risk and


iii. Other Price Risk.

b. Liquidity Risk

c. Credit Risk



Each is considered in turn below:



a (i) Currency Risk

 

The portfolio as at 31 December 2019 was invested predominantly in sterling securities, with the exception of Ryanair (Irish) and there was no significant currency risk arising from the possibility of a fall in the value of sterling impacting upon the value of investments or income.

 

 

The Company had no foreign currency borrowings at 31 December 2019 or 31 December 2018 and no sensitivity analysis is presented for this risk.

 



 

a (ii) Interest Rate Risk

 

The Company did not hold fixed interest securities at 31 December 2019 or 31 December 2018.

 

 

With the exception of cash, no interest rate risks arise in respect of any current asset. All cash held as a current asset is sterling denominated, earning interest at the bank's or custodian's variable interest rates.

 

 

The Company had no borrowings at 31 December 2019 or 31 December 2018.

 



 

a (iii) Other Price Risk

 

The principal price risk for the Company is the price volatility of shares that are owned by the Company. As described in the Investment Manager's Review, the Company spreads its investments across different sectors and geographies, but, as shown by the Portfolio Analysis in the Business Review, the Company may maintain relatively strong concentrations in particular sectors selected by the Investment Manager.

 



 

b Liquidity Risk

 

Liquidity Risk is considered to be small, because most of the portfolio is invested in readily realisable securities. As a consequence, cash flow risks are also considered to be immaterial. The Investment Manager estimates that, under normal market conditions and without causing excessive disturbance to the prices of the securities concerned, 70% of the portfolio could be liquidated in a non-market impacting way within 7 days, based on 15% of average daily volume. This is conservative as it does not include the ability to access liquidity through block trades.

 



 

c Credit Risk

 

The Company invests in quoted equities and fixed interest securities. The Company's investments are held by BNP ("the Depository"), which is a large international bank with a high reputation. The Company's normal practice is to remain fully invested at most times and not to hold very large quantities of cash. At 31 December 2019, cash at bank comprised £16,601,860 (2018: £2,008,000) held by the Depository.

 

 

Credit Risk arising on transactions with brokers relates to transactions awaiting settlement. This risk is considered to be very low because transactions are almost always undertaken on a delivery versus payment basis with member firms of the London Stock Exchange.

 



 

Capital management policies and procedures

 

The Company's capital management objectives are:

 

• to ensure the Company's ability to continue as a going concern; and

 

• to provide an adequate return to Shareholders

 

by pursuing investment policies commensurately with the level of risk.

 

The Company monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the statement of financial position.

 

 

The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to Shareholders (within the statutory limits applying to investment trusts), return capital to Shareholders, issue new shares, or sell assets.

 

 

17. Post Balance Sheet Date Events

Since 31 December 2019, the Company has made further issues from its block listing facility of 6,709,566 new Ordinary Shares. This includes 469,696 Ordinary Shares issued to the Investment Manager On 3 February 2020, representing 80% of the total fee due.  The Ordinary Shares were issued at the latest prevailing Net Asset Value as at 28 January 2020 of 231.78 pence per Ordinary Share. An accrual of £171,440 will be retained in the Company's balance sheet in respect of that part of the fee related to Phoenix SG in accordance with the claw-back mechanism.  The remaining £100,725 will be paid in Ordinary Shares once the Final Results are released.

 

As at 12 May 2020 (being the latest practicable business day prior to the publication of this report), the Company has 73,223,127 Ordinary Shares in issue and the number of voting shares is 73,223,127.

 

Due to the impact of COVID-19 pandemic on stock markets, the value of the investment portfolio has fallen since the year end as reflected in the post year end daily NAV announcements. The movement between the year end and 30 April 2020 are shown in the table below.

 

 

 

 As at 31 December 2019

As at 30 April 2020

Change

Investment held at fair value through profit or loss (£'000)

                               138,813

                      106,959

−22.95%

NAV per Ordinary Share (pence)

232.07p

159.25p

−31.38%

Ordinary Share price (pence)

237.00p

161.50p

−31.86%

Premium

                                  2.12%

                         1.41%

-0.71%

FTSE All-Share Index (Benchmark)

                              7,837.96

                     6,156.82

−21.45%

 

For the period from 1 January 2020 to 30 April 2020, the performance fee accrual is nil.  If the performance period was extended to 12 May 2020 (being the latest practicable date) the performance fee accrual would be nil.

Alternative Performance Measures ('APMs')






Gearing





A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common method of gearing.





2019

Total assets


a


155,837

Cash and cash equivalents


b


16,602

Total assets less cash and cash equivalents


c=a-b


139,235

Loan


d


-

Gearing


d÷c


Nil






Ongoing charges





A measure of the regular, recurring annual costs of running an investment company, expressed as a percentage of average net assets. The measure is calculated by expressing the regular expenses of the year as a percentage of the average net assets during the year.





As at 31 December 2019
£'000

Average NAV


a


123,756

Annualised expenses


b


551

Ongoing charges figure


b÷a


0.45%






Premium





The amount, expressed as a percentage, by which the share price is more than the NAV per share.





2019

NAV per Ordinary Share


a


232.07

Ordinary Share price


b


237.00

Premium


(b÷a)-1


2.12%






Total return





A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends paid out by the Company into its Ordinary Shares on the ex-dividend date.

Year ended 31 December 2019



NAV per Ordinary Share

Ordinary

Share price

Opening at 1 January 2019

a


182.24

183.00

Closing at 31 December 2019

b


232.07

237.00

Price movement (b÷a)-1

c


27.4%

29.5%

Dividend reinvestment

d


2.5%

2.5%

Total return

(c+d)


29.9%

32.0%






n/a = not applicable





 

FINANCIAL INFORMATION

This announcement does not constitute the Company's statutory accounts. The financial information for the period to 31 December 2019 is derived from the statutory accounts for that period, which will be delivered to the registrar of companies following the Company's Annual General Meeting.  The statutory accounts for the period to 31 December 2018 have been delivered to the registrar of companies.  The auditors reported on the accounts for the period to 31 December 2019 and 31 December 2018; their reports were unqualified and did not include a statement under Section 498(2) or (3) of the Companies Act 2006.

 

 The annual report for the year ended 31 December 2019 will be posted to Shareholders and will be made available on the Company's website at www.aurorainvestmenttrust.com.

 

 This announcement contains regulated information under the Disclosure Guidance and Transparency Rules of the FCA.

 

 The annual report will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/NSM 

 

ANNUAL GENERAL MEETING

 

The Annual General Meeting will be held on will be held at The Norrest, Leigh Sinton, MALVERN, WR13 5EH on 18 June 2020 at 2pm.

 

In line with the requirements of the Companies Act 2006, the Company will hold an AGM of Shareholders to consider the resolutions laid out in the Notice of Meeting below and on the next page. There will be no presentation from the Investment Manager and the sole business of the meeting will be to propose the resolutions set out.

 

In response to the current COVID-19 pandemic, the UK Government has established stay at home measures prohibiting public gatherings, amongst other restrictions. In light of these measures, the AGM will be held as a closed meeting and Shareholders will not be able to attend in person.

 

The Board will make necessary arrangements such that the legal requirements to hold the meeting can be satisfied through the attendance of two Shareholders. The AGM will be held at the location, date and time as set out in the Notice of Meeting.

 

Shareholders should therefore vote by proxy. Given the restrictions on attendance, Shareholders are encouraged to appoint the "Chairman of the Meeting" as their proxy rather than another person. Details of how to vote, either electronically, by proxy form or through CREST, can be found in the Notes to the Notice of AGM on pages 94 to 97 of the Annual Report December 2019.

 

The outcome of the resolutions will as usual be determined by Shareholder vote based on the proxy votes received. All valid proxy appointments (whether submitted electronically or in hard copy form) will be included in the poll to be taken at the AGM. The results of the poll will be announced to the London Stock Exchange and placed on the Company's website, in the usual way, as soon as practicable after the conclusion of the AGM.

 

Should a Shareholder have a question that they would have raised at the AGM, either to the Board or the Investment Manager, the Board would ask that they send it by email to auroracosec@PraxisIFM.com by close of business on the 15 June 2020. Such questions will be considered and answers to relevant questions or a summary of responses, subject to any regulatory restrictions and as determined by the Board, will be published on the Company's website in advance of the AGM.

 

This situation is constantly evolving, and the UK Government may change the current restrictions or implement further measures during the affected period Shareholders should monitor the Company's website at www.aurorainvestmenttrust.com and London Stock Exchange announcements for any updates regarding the AGM. Alternatively, Shareholders can contact the Registrar, Link Asset Services, for updated information (please see Notes to the Notice of AGM for the Registrar's contact details).

 

 

Secretary and registered office:

PraxisIFM Fund Services (UK) Limited

Tel: 020 7653 9690

3rd Floor, Mermaid House, 2 Puddle Dock, London, EC4V 3DB

 

14 May 2020

END


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END
 
 
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