Menhaden Resource Efficiency Plc - Annual Financial Report
(the “Company”)
Final Results for the Year Ended
The Company’s Annual Report for the year ended
Copies may be obtained by writing to the Company Secretary,
A copy of the Annual Report has been submitted to the National Storage Mechanism and will shortly be available in full, unedited text for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Company Secretary
020 3709 8733
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Strategic Report
Company Performance
As at For the year ended31 December 2023 31 December 2023 126.7m 23.8% NAV per share NAV per share total return* 2022: £103.8 million 2022: (16.5%) 160.3p 13.6% NAV per share Share price total return* 2022: 129.8p 2022: (20.3%) 100.8p 0.9p** Share price Dividend 2022: 89.0p 2022: 0.4p 37.2% 1.7% Share price discount to NAV per share* Ongoing charges ratio* 2022: 31.4% 2022: 1.8%
This report contains terminology that may be unfamiliar to some readers. The Glossary provides definitions for frequently used terms.
*Alternative performance measures (“APMs”)
**Subject to shareholder approval
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Chairman’s Statement
Introduction
After becoming Chair in
Financial performance
Short term
The overall performance in 2023 has been encouraging, and it was pleasing to be short listed for specialist investment company of 2023 by ‘Investment Week’.
The Company’s total net asset value (“NAV”) increased 21.9% from £103.8 million to £126.7 million, and the Company’s share price increased 13.2% from 89.0p per share to 100.8p.
The NAV per share increased by 16.6% from 129.8p to 160.3p in 2023 giving a NAV per share total return* of 23.8% (2022: -16.5%). This is a 15.6% outperformance over the Company’s performance benchmark, RPI+3% (compound), which returned 8.4%, and a 15.0% outperformance over the AIC environmental sector which returned 8.8%.
Although the Company’s share price discount to NAV increased to -37.2% (2022: -31.4%), the share price total return* was a respectable 13.6% (compared to 2022: -0.3%). Notwithstanding this, the Board continues to try to reduce the discount and actions it is taking are outlined below.
*Alternative Performance Measure (see Glossary)
Longer term
In line with our aim to generate long term shareholder returns, predominantly in the form of capital growth, the Company’s compound NAV performance over the last 5 years of 12.3% per annum in 2023 (2022: 7.3% per annum) outperformed by 5.6%, the compound return for our RPI +3% benchmark of 6.7% per annum (2022: 5.3% per annum).
Moreover, the Company’s NAV performance has been ranked 1st in the AIC environmental sector over the last 1, 3, and 5 years. The Company aims, wherever it can to reduce on-going charges, and over the last 5 years they have reduced by nearly 20% from 2.1% to 1.7% in 2023 (2022:1.8%). A small shareholder dividend has been paid annually since 2018, the exception being 2020 during the global pandemic.
Further information and performance metrics that describe the development of the Company over the last 9 years between 2015 and 2023 is presented on page 89.
Investment strategy
2023 saw the global demand for energy and resources continue to rise.
We have continued to invest in a concentrated portfolio of high quality largely global businesses, the majority of which have a key role in enabling the transition to a lower-carbon future. 2023 saw a moderate reweighting towards sustainable infrastructure and transportation, leading to a commensurate decrease towards our digitalisation, industrial emissions reduction, water and waste management, and clean energy themes.
Our public equity investments, comprising 77.2% of our portfolio, performed well during the year delivering a total return of 29.0%, and adding 21.6% to the NAV per share. The largest contributions came from our digitalisation themed investments (Alphabet, Microsoft, Amazon) and sustainable transport companies (VINCI, Safran and Airbus). The weakest contributors were our investments in North American railway companies.
Our unique private equity co-investments, which at the end of 2023 comprised 9.7% of our portfolio, also performed well in 2023 delivering a total return of 32.3%, adding 2.9% to the NAV per share. We made a successful exit from our largest ever co-investment (£9.1 million) in a clean energy developer, X-ELIO with Kohlberg Kravis Roberts (KKR). It delivered a 2.6x return (in sterling terms) following its acquisition in
In addition to the investments, our net assets as at
Environmental performance
In 2023, the energy use disclosures from our listed equities reported a 7% uplift in the renewable energy they generated and 36% increase in renewable energy consumed, so reducing emissions from their use of fossil fuel energy. Some 75% of our listed equities have committed to, or set science-based targets for emissions reductions in line with the goals of the
Whilst some companies in which the Company’s portfolio is invested, such as in transport infrastructure, use fossil fuels, our Portfolio Manager only invests in those that are using innovative, best practice technological solutions to significantly reduce their emissions and become more climate friendly. For example, Airbus is global leader in decarbonising and improving the efficiency of aircraft with a target that 50% will use sustainable aviation fuel by 2030.
E-commerce is also a key driver of decarbonisation and companies like Microsoft and Amazon are essential utilities for millions of businesses and consumers. Microsoft is committed to be carbon negative by 2030. Amazon has an ambition to reach 100% renewable energy usage across its business by 2025 and at the end of 2022 used 85% renewable energy.
The Company is a supporter of the
Share price discount to NAV per share
At the end of 2023 the shares of over 90% of the
However, the Company’s share price discount continues to be a metric that concerns the Board and which it monitors extremely closely. The Board has not previously favoured share buy backs as a means for mitigation of the share price discount. It remains our view that share buybacks are not usually in the best long-term interest of shareholders taken a whole as they reduce the size of the Company and increase the ongoing charges ratio.
However, after a step-down in the share price in
During late 2023 the Board approved an enhanced marketing and communications plan which is being implemented by our AIFM and Portfolio Manager with the aim to influence investor sentiment and develop new demand for our shares to try and reduce the discount. The efficacy of these actions, which together with the relentless efforts of the Portfolio Manager to continue to generate strong investment returns should help to narrow the share price discount over time, will be continuously assessed during 2024.
While further buybacks to help stabilise a falling share price are not ruled out, any future decision will be dependent on the prevailing market conditions, the Company’s available liquid resources, and the potential conflict between accretive share buybacks and the availability of more attractive portfolio investment opportunities offering a greater return on capital.
Additionally, in the course of the Board’s considerations of the impact of any such further action, the Company, in consultation with the
The identification of this concert party and the level of its aggregate interests in the Company’s shares is likely to have the effect of limiting any share buybacks. The Company and the members of the concert party are keen to avoid inadvertently triggering Rule 9.1(a) of the Takeover Code, which requires a mandatory offer to be made for the entire issued share capital of the Company in the event that any person acquires an interest (taken together with shares in which other persons deemed to be acting in concert are interested) of 30% or more of the voting rights of the Company.
The Board has instructed the Company Secretary to monitor the interests and dealings of the members of the concert party and has requested that the Portfolio Manager keep the Board and the Company Secretary updated with the details of any changes to the composition of the concert party and its interests in the Company in order for the Board to be informed of the concert party’s position prior to considering any future share buybacks.
The Board is asking shareholders to renew the authority to repurchase the Company’s shares in the market at the forthcoming AGM. Buybacks will remain at the discretion of the Board.
It remains our aim for the Company to be in a position to enlarge its capital base through the issuance of new shares. This would reduce the annual ongoing charges and enhance the secondary market liquidity of the Company’s shares, which the Board believes is in the best interest of all shareholders. As the Company can only issue new shares when the share price is at a premium to NAV, our fundamental aim is to improve the share price through enhanced investment performance supported by effective marketing strategies and informative communications to potential new investors who are attracted by our investment thesis and track record.
Shareholder dividend
While income generation, via the payment of annual shareholder dividends, is not one of our primary investment aims, such payments are an important shareholder benefit. The Company’s dividend policy is to pay a dividend sufficient for it to maintain compliance with its investment trust legal status. The revenue return for the year to
Board developments
There have been a number of changes to the Board during 2023. In
Strategic outlook
Looking ahead further, continued geo-political tensions and economic uncertainties, with potential disruption to global supply chains, are quite likely. For example, arising from the continuing conflicts in the
Notwithstanding these challenges, the Board considers the Company’s unique strategy and high conviction portfolio to be well placed for further capital growth because of the high quality and the defensive and inflation resistant properties of our investment holdings. Moreover, the Board remains convinced all businesses must respond to climate change by navigating the energy transition from fossil fuels to more renewable sources and the need to be ever more energy and resource efficient becomes even more critical to their on-going sustainability and success. Accordingly, the Company’s investment thesis should continue to provide long-term benefits for our investors. The next five-yearly continuation vote for the Company will be in
Annual General Meeting
The Company’s AGM will be held at the offices of
The Board strongly encourages shareholders to register their votes online in advance of the meeting by visiting www.signalshares.com and following the instructions on the site. Appointing a proxy online will not restrict shareholders from attending the meeting in person should they wish to do so and will ensure their votes are counted if they are not able to attend. Shareholders are encouraged to consult the Company’s website at www.menhaden.com for any late changes to the arrangements. Shareholders, especially if they are unable to attend, are invited to send any questions they may have to the Company Secretary by email to info@frostrow.com ahead of the meeting.
Chairman
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Portfolio
Investments held as at
Fair % of Country Value Total Net Investment £’000 Assets Airbus France 15,858 12.5 Alphabet United States 15,342 12.1 Microsoft United States 13,269 10.5 Safran France 11,329 8.9 VINCI France 10,345 8.2 Canadian Pacific Kansas City Canada 9,181 7.2 Canadian National Railway Canada 8,536 6.7 Amazon United States 6,198 4.9 TCI Real Estate Partners Fund IV* United States 6,021 4.8 John Laing Group*1 UK 4,503 3.6 Ten Largest Investments 100,582 79.4 Ocean Wilsons Bermuda 4,320 3.4 TCI Real Estate Partners Fund III* United States 1,736 1.4 Waste Management United States 886 0.7 Union Pacific United States 771 0.6 ASML Netherlands 709 0.6 KLA United States 593 0.5 Lam Research United States 430 0.3 Total Investments 110,027 86.9 Net Current Assets (including cash) 16,652 13.1 Total Net Assets 126,679 100.0
1
Investment made through
* Unquoted
Business Description Investment Theme Designs and manufactures next generation Sustainable infrastructure and commercial aircraft which offer significant transportation fuel efficiency savings Delivers a range of internet-based products and services for users and advertisers, powered by renewable energy, with the group Digitalisation being the largest corporate buyer of renewable power worldwide Provides cloud infrastructure and software services which deliver energy efficiency Digitalisation savings for customers versus legacy solutions Designs, manufactures and services next generation aircraft engines which offer Industrial emissions reduction significant fuel efficiency savings Builds and operates energy efficient Sustainable infrastructure and critical infrastructure assets transportation Owns and operates fuel-efficient freight Sustainable infrastructure and railways inCanada and theUSA transportation Operates rail freight services acrossNorth America , which represent the most Sustainable infrastructure and environmentally friendly way to transport transportation freight over land An energy efficient ecommerce and cloud computing business aiming to use only Digitalisation renewable energy by 2030 Invests in energy-efficient real estate Sustainable infrastructure and projects transportation Portfolio of mostly renewable rail and Sustainable infrastructure and social infrastructure assets transportation Operates ports and provides (lower climate Sustainable infrastructure and impact) maritime services inBrazil transportation Invests in energy-efficient real estate Sustainable infrastructure and projects transportation Provides fuel-efficient rail freight Sustainable infrastructure and services across theUSA transportation Provides waste management and environmental Water and waste management services inNorth America Develops, manufactures and services advanced lithography systems used to produce more Digitalisation energy efficient semiconductor chips Develops, manufactures and services inspection and metrology equipment used to Digitalisation increase the efficiency of semiconductor manufacturing Develops, manufactures and services etching and deposition equipment used to produce Digitalisation more energy efficient semiconductor chips
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Portfolio Manager’s Review
Performance
During 2023, the Company’s NAV per share increased from 129.8p to 160.3p. Together with the 0.4p per share dividend paid in the year, this represents a total return of 23.8% and compares to the benchmark (RPI+3%) return of 8.4%. Importantly, this level of performance has been achieved with no change in our appetite for, and attitude towards, risk. The contributions to the NAV per share total return over the period are summarised below:
31 December 2023 NAV Contribution % % Quoted Equities 77.2 21.6 Private Investments 9.7 2.9 FX Hedges 1.5 2.2 Cash 11.8 0.0 Other net current liabilities (0.2) (1.2) Expenses (1.7) Dividend paid (0.4) Net Assets 100.0 Net Return 23.4 Impact of dividend reinvestment 0.4 Total Return 23.8
The drive for resource efficiency continues to accelerate, with the US and
Investment performance was led by the portfolio’s digitalisation holdings (Microsoft, Alphabet and Amazon), in a reversal of their poor performance in 2022. Safran, VINCI and Airbus performed strongly following the aviation industry’s post Covid resurgence. Within the private portfolio, KKR agreed a deal to sell its 50% stake (in which the Company participated) in Spanish solar developer, X-ELIO, to joint venture partner, Brookfield Renewable. The transaction completed in November and crystallized an aggregate return on invested capital of 2.15x in US dollars, equivalent to an IRR of ~13% over 8 years. This was our fourth successful exit from a private investment since inception. In aggregate, these have generated realised gains of approximately £21 million (and 2.0x cost).
Key portfolio decisions during the period included the reduction of the Alphabet position by one half, due to concerns over rising competition, and the partial redeployment of the proceeds into re-establishing a position in Airbus in
Within the Company’s private portfolio, we made a
Following the year end and the settlement of outstanding currency hedges, we decided to cease partly hedging US dollar and Euro currency exposures due to changes in the outlook for currencies and a new requirement to cash collateralise forward exposures on a daily basis.
In
We maintain a proactive stance on stewardship. We carefully assess shareholder resolutions and engage with portfolio companies on environmental issues. We seek to promote energy transition plans to progress towards net zero targets and greater disclosure of greenhouse gas emission reduction and mitigation strategies. During the period we voted against the recommendation of both Amazon’s and Microsoft’s management on resolutions requesting disclosure on how the company is protecting the retirement plan’s beneficiaries from climate risk.
Quoted equities represented 77.2% of total NAV at
Increase/ Contribution Investment (Decrease) % to NAV % Alphabet 72.2 5.7 Microsoft 78.5 5.1 Safran 39.4 2.9 Amazon` 90.1 2.7 VINCI 21.2 1.6 Airbus 11.7 1.4 Ocean Wilsons 46.3 1.3 KLA 55.6 0.2 LAM Research 89.1 0.2 ASML 36.7 0.2 Canadian National Railway 6.8 0.1 Union Pacific 20.7 0.1 Waste Management Inc 16.0 0.1 Canadian Pacific Kansas City 6.2 0.1
Note: Percentage increase/(decrease) for individual holdings is calculated on their local currency and based over the holding period if bought or sold during the year.
Alphabet
is the market leader in search. The company’s market share (>90%) has not materially changed following the launch of Open AI’s ChatGPT and the proliferation of large language models. Ecommerce still represents only a fraction of total retail sales and we believe Google’s Search business can continue to generate healthy revenue growth going forward. The company continues to drive its sustainability agenda with aims to achieve net-zero emissions, run on 24/7 carbon-free energy and to replenish more water than it consumes. Progress is also being made on costs, with management continuing to restructure business units and reduce headcount. Core operating margins are improving. Alphabet remains focused on using Generative AI to enhance Google’s products and services for both users and advertisers and launched its Gemini AI model in
That said, we reduced the position materially in
Microsoft
is the key technology partner for enterprise and its software products are ubiquitous. More than 95% of Fortune 500 companies are customers of the Azure cloud business and four out of every five use Office 365. Microsoft strives to ensure their technology infrastructure is fully sustainable, aiming to operate on carbon-free energy everywhere, at all times, by 2030. Azure continues to gain share, with growth rates materially outpacing both
French aircraft engine manufacturer
Safran
continues to lead the way towards the decarbonisation of the aviation sector. The company has committed to reduce absolute Scope 1 and 2 emissions (see page 20) by 50% by 2030 and reduce Scope 3 emissions by 42.5% per available seat kilometre by 2035 (versus 2018). These targets were independently approved by the SBTi in
Safran has profited from the commercial aviation industry’s resurgence. Flight cycles are the key driver of the company’s financial performance, with most of its earnings coming from aftermarket sales of spare parts. We believe air travel remains a secular growth story, with most people still never having travelled on a plane. Growing aftermarket volumes should be augmented by a benign pricing environment, following difficulties encountered by engine manufacturer rivals,
Amazon aims to reach net zero carbon emissions by 2040. Progress so far includes the company’s carbon intensity falling 7% from 2021 to 2022 and 90% of electricity consumed attributable to renewable energy sources, with a path to 100% by 2025. Profitability and free cash flow generation have meaningfully recovered and we expect both to continue growing well. The retail business’ operating margins are benefiting from the switch to a regional fulfilment model in the US. This translates into shorter delivery distances and faster delivery speeds. New robotics initiatives could further boost productivity in the coming years. Amazon Web Services’ growth rate is picking up following a softer Cloud environment focused on workload optimisations. CEO Jassy is still keen to highlight the remaining opportunity, with 90% of IT spend still on-premises. Capital investment is also moderating, following the expansion of the fulfilment network.
French infrastructure group,
VINCI
, aims to reduce Scope 1 and 2 emissions by 40% and Scope 3 emissions by 20% by 2030. These are notable goals for a construction company and include increasing the use of low carbon concrete for 90% of its needs. The airports segment has recovered strongly in 2023. Traffic is now above 95% of 2019 levels but there are considerable differences between regions. Neither
We renewed a position in aircraft manufacturer
Airbus
in February and repeatedly increased its size over the next six months. This was the portfolio’s largest holding at 12.5% of NAV at the year end. The company’s shares had previously been held in the portfolio but we exited in
Their management team remains focused on ramping A320 production. This programme is sold out until 2029. Personnel hiring ahead of current manufacturing needs and the building of certain key inventories should help to ensure a successful ramp up. Engine deliveries remain a bottleneck but both CFM (Safran and
Holding company, Ocean Wilsons , comprises a controlling interest in publicly listed Brazilian port operator, Wilson Sons, and a diversified investment portfolio. Shipping has the lowest climate impact of any freight method, on a per unit basis, producing between 10-40 grams of CO2 per metric ton of freight per kilometre of transportation, which is around half that even of rail freight. Wilson Sons’ asset base enjoys high barriers to entry and substantial operating leverage for growth in Brazil’s international trade shipping sector. Following a strategic review in June, Ocean Wilsons confirmed the receipt of several indicative non-binding offers for its investment in Wilson Sons. The company could unlock significant value, with the shares trading at more than a 50% discount to NAV.
The semiconductor industry appears to have passed the bottom of its sales cycle. Whilst the profile of any recovery is uncertain, a return to growth should translate into higher capital spending. This should benefit the semiconductor capital equipment companies in the portfolio, ASML , Lam Research and KLA . Each company dominates its respective niche in the value chain and plays a critical role in helping the wider industry both maximise semiconductor production from finite resources and develop and produce more advanced and energy efficient chips. We believe the fundamental drivers of semiconductor demand remain as clear as ever: cloud computing, artificial intelligence, 5G, the Internet of Things (IoT) and the digitalisation of the automotive industry. Semiconductor manufacturers’ capital intensity also continues to increase. We expect all these companies to have very bright futures.
The Company’s North American railroad holdings, Canadian National Railway , Canadian Pacific Kansas City and Union Pacific , have contended with a slowing economy and a period of inventory destocking in 2023. We view these headwinds as only cyclical in nature. Rail retains a significant cost advantage over trucks on longer haul routes and no one is building railroads today. Rail remains the most environmentally friendly way of transporting freight over land, with current locomotives four times more fuel efficient than trucking on a per unit basis. Furthermore, these companies continue to evaluate and trial new technologies to move beyond the internal combustion engine.
We opted to add incrementally to the portfolio’s position in Canadian National Railway in June. We believed the shares offered good value compared to the company’s midterm organic growth profile. Canadian Pacific finally completed its merger with
Waste Management provides essential services and benefits from a high proportion of annuity-like revenue streams, with the cost of its services representing a very small portion (circa 0.5%) of customers’ total expenses. Solid waste pricing has now moved ahead of cost inflation and the company should be able to regain some of the lost ground over the past two years. Progress is also being made on the automation programme to reduce labour requirements by 5,000-7,000 roles, equivalent to more than 10% of headcount. Growth investments in new automated recycling facilities and renewable natural gas plants at landfill sites continue, although certain of the latter projects have been hampered by interconnection and permission issues. We believe these will ultimately be resolved and underpin sustained double digit earnings growth going forward.
Private Investments
The Company’s portfolio of private investments represented 9.7% of the total NAV as at
Increase/ Contribution Investment (Decrease) % to NAV % X-ELIO 31.3 3.0 TCI REP Fund III (1.9) (0.1) John Laing 3.2 0.1 TCI REP Fund IV 1.6 (0.1)
Note: Percentage increase/(decrease) for individual holdings is calculated on their local currency and based over the holding period if bought or sold during the year. Excludes distributions received.
As noted above, KKR completed the sale of its 50% stake (incorporating the Company’s co-investment) in Spanish solar energy developer, X-ELIO , in November. This crystallised an aggregate return on invested capital of 2.6x in Sterling terms, equivalent to an IRR of ~16% over 8 years. The increase and contribution to NAV in the table above represent percentages for the period until X-ELIO's disposal in November.
The remaining investments in
TCI Real Estate Partners Fund III
are three loans to separate real estate developments in
We finalised a new
FX Hedges
We first hedged currency exposure in
Outlook
We keep focusing on what we can control. Our preference remains for investments that require us to make as few predictions as possible. We believe our criteria of investing in energy and resource efficiency businesses offering quality and value results in a portfolio well placed to generate superior returns over time relative to the level of risk taken, in most market conditions.
The completion of the sale of X-ELIO meant we finished the year with a high cash balance. Following the year end, we deployed a portion of the cash, equivalent to 5.8% of NAV, across the portfolio’s existing quoted equity holdings in January. Since then, we were pleased to agree a new co-investment with KKR in a solar developer in
Following the strong performance in 2023, the Company’s net asset value per share has now compounded at over 12.3%, after fees, for the five years ended
To 31 December 2023 1 year 3 years 5 years 7 years Inception NAV per share 23.8% 6.6% 12.3% 9.6% 6.7% Share Price 13.6% 0.7% 8.8% 6.4% 0.0% RPI+3% 8.4% 11.2% 6.7% 7.2% 6.7%
Portfolio Manager
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Business Review
The Strategic Report on pages 2 to 36 has been prepared to provide information to enable shareholders to assess how the Directors have performed their duty to promote the success of the Company.
The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
Business Model
The Company is an externally managed investment trust and its shares are listed on the premium segment of the Official List and traded on the main market of the
The purpose of the Company is to provide a vehicle for investors to gain exposure to a portfolio of companies that are demonstrably delivering or benefiting significantly from the efficient use of energy or resources irrespective of their size, location or stage of development, through a single
investment.
The Company is an
As an externally managed investment trust, all of the Company’s day-to-day management and administrative functions are outsourced to third party service providers. As a result, the Company has no executive directors, employees or internal operations.
The Board is responsible for all aspects of the Company’s affairs, including setting the parameters for asset allocation, monitoring the investment strategy and the review of investment performance and policy. It also has responsibility for all strategic policy issues, including share issuance and buy backs, share price and discount/premium monitoring, corporate governance matters, investor relations, dividends and gearing.
Further information on the Board’s role and the topics it discusses with the AIFM and the Portfolio Manager is provided in the Corporate Governance Statement beginning on page 44.
Investment Strategy
The implementation of the Company’s investment objective has been delegated to Frostrow by the Board. Frostrow has, in turn and jointly with the Company, appointed
Details of the Portfolio Manager’s approach are set out in the Investment Process section on page 11 and in their review beginning on page 15.
While the Board’s strategy is to allow flexibility in managing the investments, in order to manage investment risk it has imposed various investment, gearing and derivative guidelines and limits, within which Frostrow and the Portfolio Manager are required to manage the investments, as set out on pages 8 and 9.
Any material changes to the investment objective or policy require approval from shareholders.
Dividend Policy
The Company complies with the United Kingdom’s investment trust rules regarding distributable income which require investment trusts to retain no more than 15% of their income from shares and securities each year. The Company’s dividend policy is that the Company will pay a dividend as a minimum to maintain investment trust status.
The Board
Biographical details of the Directors are set out on pages 37 and 38 and information on the workings of the Board and its Committees is set out in the Corporate Governance Statement on pages 44 to 50.
All of the Directors will seek re-election by shareholders at the Annual General Meeting to be held on
Principal Service Providers
The principal service providers to the Company are Frostrow,
AIFM
The Board has appointed Frostrow as the designated AIFM of the Company on the terms and subject to the conditions of an alternative investment fund management agreement between the Company and Frostrow (the “AIFM Agreement”). The AIFM Agreement assigns to Frostrow overall responsibility to manage the Company, subject to the supervision, review and control of the Board, and ensures that the relationship between the Company and Frostrow is compliant with the requirements of
• risk management services;
• marketing and shareholder services;
• administrative and secretarial services;
• advice and guidance in respect of corporate governance requirements;
• maintenance of the Company’s accounting records;
• preparation and dispatch of the annual and half yearly reports and monthly factsheets; and
• ensuring compliance with applicable tax, legal and regulatory requirements.
AIFM Fee
Under the terms of the AIFM Agreement, Frostrow receives a periodic fee equal to 0.225% per annum of the Company’s net assets up to £100 million, 0.20% per annum of the net assets in excess of £100 million and up to £500 million, and 0.175% per annum of the net assets in excess of £500 million.
The AIFM Agreement is terminable on six months’ notice given by either party.
Portfolio Manager
MCM is responsible for the management of the Company’s portfolio of investments under a delegation agreement between MCM, the Company and Frostrow (the “Portfolio Management Agreement”). Under the terms of the Portfolio Management Agreement, MCM provides, inter alia , the following services:
• seeking out and evaluating investment opportunities;
• recommending the manner by which cash should be invested, divested, retained or realised;
• advising on how rights conferred by the investments should be exercised;
• analysing the performance of investments made; and
• advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.
Portfolio Management Fee
MCM receives a periodic fee equal to 1.25% per annum of the Company’s net assets up to £100 million and 1.00% of the Company’s net assets in excess of £100 million.
The Portfolio Management Agreement is terminable on six months’ notice given by any of the three parties.
Performance Fee
MCM is also entitled to a performance fee which is dependent on the level of the long-term performance of the Company.
The performance fee is calculated for discrete three year performance periods. In respect of a given performance period, a performance fee may be payable equal to 10% of the amount, if any, by which the Company’s adjusted NAV at the end of that performance period exceeds the higher of (a) a compounding hurdle (an annualised compound return)* on the gross proceeds of the IPO (adjusted for any subsequent share issues and repurchases) of 5% per annum; and (b) a high-water mark (the highest net asset value that the Company has reached on which a performance fee has been paid)*. The performance fee is subject to a cap in each performance period of an amount equal to the aggregate of 1.5% of the weighted average NAV in each year (or part year, as applicable) of that performance period.
*see Glossary for further details
Depositary
The Company has appointed
• safekeeping and custody of the Company’s custodial investments and cash;
• processing of transactions; and
• foreign exchange services.
The Depositary must take reasonable care to ensure that the Company is managed in accordance with the Financial Conduct Authority’s Investment Funds Sourcebook,
Under the terms of the Depositary Agreement, the Depositary is entitled to receive an annual fee of the higher of £40,000 or 0.0175% of the net assets of the Company up to £150 million, 0.015% of the net assets in excess of £150 million and up to £300 million, 0.01% of the net assets in excess of £300 million and up to £500 million and 0.005% of the net assets in excess of £500 million. In addition, the Depositary is entitled to a variable custody fee which depends on the type and location of the custodial assets of the Company.
The Depositary has delegated the custody and safekeeping of the Company’s assets to
The notice period on the Depositary Agreement is 90 days if terminated by the Company and 120 days if terminated by the Depositary.
Evaluation of the AIFM and the Portfolio Manager
The performance of the AIFM and the Portfolio Manager is reviewed continuously by the Board and the Company’s Management Engagement Committee (the “MEC”), with a formal evaluation process being undertaken each year. As part of this process, the Board monitors the services provided by the AIFM and the Portfolio Manager and receives regular reports from them. The MEC reviewed the appropriateness of the appointment of the AIFM and the Portfolio Manager in
The Board believes the continuing appointment of the AIFM and the Portfolio Manager, under the terms described on page 26, is in the interests of shareholders as a whole. In coming to this decision, the MEC and the Board took into consideration, inter alia , the following:
• the terms of the AIFM Agreement and the Portfolio Management Agreement, in particular the level and method of remuneration, the notice period and the comparable arrangements of a group of the Company’s peers;
• the quality of the service provided and the quality and depth of experience of the company management, company secretarial, administrative and marketing teams that the AIFM allocates to the management of the Company; and
• the quality of service provided by the Portfolio Manager in the management of the portfolio; and the level of performance of the portfolio in absolute terms and by reference to RPI+3% and other relevant indices.
Foreign Exchange Exposure
As explained in the Portfolio Manager's Review on page 19, the Portfolio Manager has sought to reduce the volatility in returns caused by currency movements in respect of the portfolio’s non-sterling denominated investments through the use of currency forward contracts. For much of the year approximately 50% of the Company’s US dollar and euro exposures were hedged in this manner using 3-month contracts. However, following a review near the year end it was concluded that the combination of exchange rate volatility and the relatively short forward contract periods not matching the longer term nature of the portfolio created a non-correlated risk of crystallising currency losses on the rollover of the contracts. Additionally, it has become necessary for the Company to lodge cash collateral for such contracts, making them less economic, and the decision has been taken to discontinue such hedging transactions for the foreseeable future.
Position, Performance and Future Developments
The Statement of Financial Position on page 70 shows the Company’s financial position at the year end. Performance in the year relative to the Company’s key performance indicators is set out below and further outlined, together with investment activity and strategy, market background and the future outlook, in the Chairman’s Statement beginning on page 4 and the Portfolio Manager’s Review on pages 15 to 19.
The Portfolio Manager believes that companies which supply products and services that help to conserve scarce resources, reduce negative environmental impacts and improve resource efficiency are likely to enjoy faster growing end markets. The Directors believe that environmental and resource-efficiency solutions, together with the Portfolio Manager’s investment strategy, should provide good returns for the long-term investor.
It is expected that the Company’s investment strategy in the coming year will remain largely unchanged.
Key Performance Indicators (“KPIs”)
The Board of Directors reviews performance against the following KPIs. They comprise both specific financial and shareholder-related measures. The results for the year are summarised in the Chairman’s Statement beginning on page 4.
The KPIs for the Company are:
• Net asset value (“NAV”) per share total return;
• Share price total return;
• Discount/premium of the share price to the NAV per share; and
• Ongoing charges ratio.
These are all Alternative Performance Measures. Please refer to the Glossary beginning on page 90 for definitions of these terms and an explanation of how they are calculated.
NAV per share total return
The Directors regard the Company’s NAV per share total return as being the overall measure of value delivered to shareholders over the long term. This reflects both the net asset value growth of the Company and any dividends paid to shareholders. The Board monitors the Company’s NAV total return against its benchmark and peers in the AIC Global Sector and the AIC Environmental Sector. The Company’s NAV per share total return over the year to
A full description of the portfolio and performance during the year under review is contained in the Portfolio Manager’s Review commencing on page 15 of this report.
Share price total return
The Directors regard the Company’s share price total return to be a key indicator of performance and monitor this closely. This measure reflects the return to the investor on last traded market prices, assuming any dividends paid are reinvested. The Company’s share price total return over the year to
Share price discount/premium to NAV per share
The share price discount/premium to the NAV per share is considered a key indicator of performance as it impacts the share price total return and can provide an indication of how investors view the Company’s performance and its investment objective. At
Ongoing charges ratio
Ongoing charges represent the costs that shareholders can reasonably expect to pay from one year to the next, under normal circumstances. The Board continues to be conscious of expenses and works hard to maintain a sensible balance between good quality services and costs. The Board therefore considers the ongoing charges ratio to be a KPI and reviews the figure both in absolute terms and in comparison to the Company’s peers. The ongoing charges ratio for the year to
Risk Management
In fulfilling its oversight and risk management responsibilities, the Board maintains a framework of the key risks that may affect the Company and the related internal controls designed to enable the Directors to manage/mitigate these risks as appropriate. The key risks are registered in the Company's risk matrix, which the Audit Committee has been delegated to maintain and review at regular intervals. The risk matrix covers all key risks the Directors believe the Company faces, the likelihood of their occurrence and their potential impact, how these risks are monitored and the mitigating controls in place. The Directors have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.
The principal risks can be categorised under the following broad headings:
• Legal and Regulatory Risks
• Investment Risks
• Geopolitical and other Macro Risks
• Corporate Risks
• Operational Risks
• Financial Risks
The following sections detail the risks the Board considers to be the most significant to the Company under these headings.
The main change from last year is an acceptance, and hence reduced risk rating, that investment risks are largely inherent in the investment strategy, and investing generally, and that these have been mitigated so far as practical.
It is considered that potential impacts from regulation, including on portfolio companies, related to climate change and Paris Accord undertakings are tangible and this is recognised below, albeit that the Company’s resource efficiency theme ought to position it as a beneficiary of related policies.
Principal Risks and Uncertainties Management and Mitigation The Board monitors regulatory developments but relies on the services of its external advisers to ensure Legal and Regulatory Risks compliance with applicable law and regulations. The Board has appointed a The regulatory or political environment specialist investment trust company in which the Company operates could secretary who provides industry and change to the extent that it affects regulatory updates at each Board the Company’s viability. meeting. Climate change regulations could affect Generally, the Company's resource portfolio companies and portfolio efficiency theme should tend to align construction. with climate change regulation. The Portfolio Manager also corresponds with portfolio companies on environmental matters. The Board regularly reviews the Company’s investment mandate and MCM’s long-term investment strategy in relation to market and economic conditions, and the performance of the Company’s peers. The Portfolio Manager provides an explanation of stock selection decisions and an overall rationale for the make-up of the portfolio, including the resource-efficiency credentials of the portfolio holdings. MCM discuss current and potential investment holdings with the Board on a regular basis. As part of its review of the going Investment Risks concern and longer-term viability of the Company, the Board also considers the The implementation of the investment sensitivity of the Company to changes in strategy adopted by the Portfolio market prices and foreign exchange rates Manager may be unsuccessful and result (see note 17 to the financial statements in underperformance against the beginning on page 82), an analysis of Company’s principal performance how the portfolio would perform during a comparators and peer companies. market crisis, and the ability of the Company to liquidate its portfolio if The portfolio may be affected by market the need arose. Further details are risk, that is volatile market movements included in the Going Concern and (in both equity and foreign exchange Viability Statements on pages 39 and 31 markets) in the sectors and regions in respectively. which it invests. The Company is also exposed to concentration risk, which is Whilst market risk can be reduced the potentially higher volatility through diversification, prospects for arising from its relatively this are limited by the requirement to concentrated portfolio, and comply with the Company’s resource sector-specific risks such as global efficiency theme and its concentrated energy and commodity prices or portfolio strategy. To manage withdrawal of government subsidies for concentration risk, the Board has renewable energy. appointed the AIFM and the Portfolio Manager to manage the portfolio within The departure of a key member of the the remit of the investment objective portfolio management team may affect and policy set out on pages 8 and 9. The the Company’s performance. investment policy limits ensure a reasonable amount of portfolio diversification, reducing the risks associated with individual stocks and markets. The Portfolio Manager’s approach to investment risk is set out on page 11. Compliance with the investment restrictions is monitored daily by the AIFM and reported to the Board on a monthly basis. The Portfolio Manager reports to the Board on developments at MCM at each Board meeting. All investment decisions are made by an Investment Committee, reducing reliance on a single individual. Geopolitical and other Macro Risks Portfolio constituents may be affected The Board has no control over such macro by regional events or politics. events. The vast majority of the Examples are the Company’s investments, both quoted and unquoted, are in developed markets which conflicts inUkraine , and related are expected to be more stable. The sanctions, and Company has no investments located in or exposed toRussia orUkraine , but the theMiddle East , with their potential Board will continue to monitor impacts on developments. supply chains. At each meeting, the Board: • reviews the Company’s investment objective in relation to the market, economic conditions and the operation of the Company’s peers; Corporate Risks • discusses the Company’s future development and strategy; The share price may differ materially from the NAV per share i.e. the shares • reviews an analysis of the shareholder may trade at a material discount to the register and reports on investor NAV per share. A widening discount sentiment from the Company’s corporate affects shareholder returns and stockbroker and AIFM; satisfaction and, as such, could influence the outcome of the next • reviews the level of the share price continuation vote or, in extremis, discount to the NAV per share and, in precipitate the requisitioning of a consultation with its advisers, general meeting to wind-up the Company. considers ways in which share price performance may be enhanced; and • reviews the Company’s promotional activities and distribution strategy, which have been delegated to Frostrow, to ensure the Company is promoted to current and potential investors. The Board continuously monitors the performance of all the principal service providers, with a formal evaluation process also being undertaken each year. Operational Risks The Audit Committee reviews internal controls reports and key policies put in As an externally managed investment place by its principal service trust, the Company is reliant on the providers. This includes reports on systems of its service providers for service providers’ cyber security dealing, trade processing, measures and disaster recovery administrative services, financial and procedures. Both Frostrow and MCM other functions. If such systems were provide a quarterly compliance report to to fail or be disrupted (including as a the Audit Committee, which details their result of cyber crime or a pandemic) compliance with applicable laws and this could lead to a failure to comply regulations. The Audit Committee with applicable laws, regulations and maintains the Company’s risk matrix governance requirements and/or to a which details the risks to which the financial loss. Company is considered to be exposed, the approach to managing those risks, the key controls relied upon and the frequency of their operation. Further details are set out in the Audit Committee Report on page 52. The Company’s assets include liquid securities which can be sold to meet funding requirements, if necessary. Further information on financial instruments and risk can be found in Financial Risks note 17 to the financial statements on page 82. The Company is exposed to liquidity risk and credit risk arising from the The Board reviews the services provided use of counterparties. If a by the Depositary and the internal counterparty were to fail it could controls report of the Custodian to adversely affect the Company through ensure that the security of the either delay in settlement or loss of Company’s custodial assets is assets. The most significant maintained. The Portfolio Manager is counterparty to which the Company is responsible for undertaking reviews of exposed is the Depositary, which is the credit worthiness of the responsible for the safekeeping of the counterparties that it uses. The Board Company’s custodial assets. reviews the Portfolio Manager’s approved list of counterparties and the Company’s use of those counterparties. Appropriate due diligence is undertaken to verify the existence and ownership of unquoted (non-custodial) assets.
Longer Term Viability Statement
In accordance with the
To make this assessment and in reaching this conclusion, the Audit Committee has considered the Company’s financial position and its ability to liquidate its portfolio and meet its liabilities, including unfunded commitments on unquoted investments, as they fall due:
• The portfolio is principally comprised of investments traded on major international stock exchanges. Based on the Company’s latest available financial positions, it is estimated that 86% of the current portfolio could be liquidated within seven days and there is no expectation that the nature of the investments held within the portfolio will be materially different in future;
• The expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position; and
• The Company has no employees, only its nonexecutive Directors. Consequently it does not have redundancy or other employment related liabilities or responsibilities.
The Audit Committee, as well as considering the potential impact of the Company’s principal risks and various severe but plausible downside scenarios, has also made the following assumptions in assessing the Company’s longer-term viability:
• There will continue to be demand for investment trusts;
• The Board and the Portfolio Manager will continue to adopt a long-term view when making investments, and anticipated holding periods will be at least five years;
• The Company invests principally in the securities of listed companies traded on major international stock exchanges to which investors will wish to continue to have exposure;
• The closed ended nature of the Company means that, unlike open ended funds, it does not need to realise investments when shareholders wish to sell their shares;
• Regulation will not increase to a level that makes running the Company uneconomical; and
• The performance of the Company will be satisfactory.
As part of its review the Board considered the impact of a significant and prolonged decline in the Company’s performance and prospects. This included a range of plausible downside scenarios such as reviewing the effects of substantial falls in investment values and the impact on the Company’s ongoing charges.
Company Promotion
The Company has appointed Frostrow to promote the Company’s shares to professional investors in the
Frostrow actively engages with professional investors, typically discretionary wealth managers, some institutions and a range of execution-only platforms. Regular engagement helps to attract new investors and retain existing shareholders, and over time results in a stable share register made up of diverse, long-term holders. Frostrow, in turn, provides the Board with up-to-date and accurate information on the latest shareholder and market developments.
Frostrow arranges and manages a continuous programme of one-to-one meetings with professional investors around the
The Company also benefits from involvement in the regular professional investor seminars run by Frostrow in major centres, notably
The creation and dissemination of information on the Company is also overseen by Frostrow. Frostrow produces all key corporate documents, monthly factsheets, annual reports and manages the Company’s website
www.menhaden
.com. All Company information and invitations to investor events, including updates from MCM on the portfolio and market developments, are regularly emailed to a growing database, overseen by Frostrow, consisting of professional investors across the
Frostrow maintains close contact with all the relevant investment trust broker analysts, particularly those from Deutsche Numis, the Company’s corporate broker, but also others who publish and distribute research on the Company to their respective professional investor clients.
Board’s Duty to Promote the Success of the Company (s172)
The Directors have a statutory duty to promote the success of the Company for the benefit of its members as a whole, whilst also having regard to certain broader matters. These include taking into consideration the likely consequences of any decision in the long-term; the need to foster the Company’s business relationships with its Portfolio Manager and other service providers; the impact of the Company’s operations on the community and the environment; the desire for the Company to maintain a reputation for high standards of business conduct; and the need to act fairly between members of the Company (s172 Companies Act 2006).
Stakeholder group How the Board engaged with the Company’s stakeholders The Board’s key mechanisms of engagement with investors include: • The Annual General Meeting. • The Company’s website which hosts reports, articles and insights, and monthly factsheets. • One-to-one investor meetings. Investors • Group meetings with professional investors. • The Annual and Half yearly Reports. The AIFM and the Portfolio Manager, on behalf of the Board, complete a programme of investor relations throughout the year, reporting to the Board on the feedback received. The Company’s broker also reports to the Board on investor sentiment and industry issues. In addition, the Chairman has been available to engage with the Company’s shareholders where required. The Board met regularly with the Portfolio Manager throughout the year, both formally at quarterly Board meetings and informally, as needed. The Board discussed the Portfolio Manager Company’s overall performance, including against the benchmark and the KPIs, as well as developments in individual portfolio companies and wider macroeconomic developments. The Board also received monthly performance and compliance reports. The Board met regularly with the AIFM, representatives of which attend every quarterly Board meeting toprovide updates on risk management, accounting, administration and corporate governance matters. The Management Engagement Committee reviewed the performance of all the Company’s service providers, receiving feedback from Frostrow in their capacity asAIFM and Company Service Providers Secretary. The AIFM, which is responsible for the day-to-day operational management of the Company, meets and interacts with the other service providers including the Depositary, Custodian, and Registrar, on behalf of the Board, on a daily basis. This can be through email, one-to-one meetings and/or regular written reporting. The Audit Committee met withMazars LLP to review the audit plan, the outcome of the annual audit and to assess the quality and effectiveness of the audit process. The Portfolio Manager, on behalf of the Board, engaged with a number of portfolio companies on a rangeof issues. Portfolio companies Environmental issues were a key topic of engagement. The Board received a quarterly update on the Portfolio Manager’s engagement activities.
The Board seeks to comply with these and the following table sets out how the Directors have had regard to the views of the Company’s stakeholders in their decision-making.
Key areas of engagement Main decisions and actions taken The Board and the Portfolio Manager provided updates via RNS, the Company’s • Ongoing dialogue with shareholders website and the usual financial reports concerning the strategy of the Company, and monthly fact sheets. performance and the portfolio. The Board continued to monitor share • Share price performance. price movements closely, both in absolute terms and in relation to the • The Portfolio Manager’s investment Company’s peer group. The actions the approach. Board has taken to address the share price discount to the NAV per share are described in the Chairman’s Statement beginning on page 4. • Portfolio composition, performance, outlook and business updates. The Board concluded that it was in the • The suitability of new investments interests of shareholders for MCM to with respect to the Company’s resource continue in their role as Portfolio efficiency theme. Manager on the same terms and conditions. Further information is • The Portfolio Manager’s engagement provided on page 27. with investee companies on ESG matters. The Audit Committee concluded that the • The Portfolio Manager’s system of Portfolio Manager’s internal controls internal controls and investment risk were satisfactory. See the Audit management. Committee Report, beginning on page 51, for further information. • The Company’s management fee structure. The Board concluded that it was in the interests of shareholders for Frostrow • The quality of service provision and to continue in their role as AIFM on the the terms and conditions under which same terms and conditions. See page 27 service providers are engaged. for further details. • The assessment of the effectiveness The Board approved the Audit Committee’s of the audit and the Auditor’s recommendation that it would be in the reappointment. interests of shareholders forMazars to be re-appointed as the Company’s auditor • The terms and conditions under which for a further year. See the Audit the Auditor is engaged. Committee Report beginning on page 51 and the Notice of AGM beginning on page 94 for further information. The Board worked with the Portfolio Manager to produce the Company’s annual environmental impact statement, which outlines the impact the Company’s • Environmental reporting and target investments have delivered, or intend to setting deliver. The report outlines the subjects on which the Portfolio Manager, with the support of the Board, engaged with portfolio companies. The report is on pages 20 to 24 and is published as a separate document on www.menhaden.com
Social, Human Rights and Environmental Matters
The Company is an externally managed investment trust within the AIC Environmental Sector and invests in companies and markets that are demonstrably delivering or benefiting significantly from the efficient use of energy or resources. The Board is responsible for oversight of the Portfolio Manager and consequently for the risks and opportunities that derive from their management of the Company’s portfolio, including any considered to be climate related. The Company’s resource efficiency mandate is consistent with the drive towards net zero so the Company is well placed to benefit as investor focus evolves. The Company does not have any employees or premises, nor does it undertake any manufacturing or other operations. All its functions are outsourced to third party service providers and therefore the Company itself does not have any employee or direct human rights issues, nor does it have any direct, material environmental impact. The Company therefore has no environmental, human rights, social or community policies.
The Company notes the
The Board believes that the integration of financially material environmental, social and governance (“ESG”) factors into investment decision-making can reduce risk and enhance returns. The Portfolio Manager uses CDP ratings data as a basis for engagement with investee companies on ESG issues, including any considered to be climate related. More detail is included in the Company’s Environmental Impact Statement set out on pages 20 to 24.
The ongoing engagement and dialogue with investee companies, including through proxy voting, are key parts of an asset stewardship role.
The Directors encourage the Portfolio Manager to ensure the Company’s investments adhere to best practice in the management of ESG issues and encourage them to have due regard to the
As an investment trust, the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Company falls outside the scope of the Modern Slavery Act 2015. The Company’s suppliers are typically professional advisers and the Company’s supply chains are considered to be low risk in this regard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero-tolerance approach to instances of bribery and corruption. Accordingly it expressly prohibits anyone performing services or acting on behalf of the Company from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the
A copy of the Company’s Anti Bribery and Corruption Policy can be found on its website at www.menhaden.com . The policy is reviewed regularly by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017, the Board has adopted a zero-tolerance approach to the criminal facilitation of tax evasion. A copy of the Company’s policy on preventing the facilitation of tax evasion can be found on the Company’s website www.menhaden.com . The policy is reviewed annually by the Audit Committee.
This Strategic Report on pages 2 to 36 has been approved by the Board.
Chairman
.
Governance
Statement of Directors’ Responsibilities
Company law in the
• selected suitable accounting policies and applied them consistently;
• made judgements and estimates that are reasonable and prudent;
•
followed applicable
• prepared the financial statements on a going concern basis.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Directors’ Report and other information included in the Annual Report is prepared in accordance with company law in the
The financial statements are published on the Company’s website
www.menhaden.com
. The maintenance and integrity of this website, is the responsibility of Frostrow. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the
Responsibility Statement of the Directors in respect of the Annual Report
The Directors, whose details can be found on pages 37 and 38, confirm to the best of their knowledge that:
•
the financial statements within this Annual Report, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and the return for the year ended
• the Chairman’s Statement, Strategic Report and the Directors’ Report include a fair review of the information required by 4.1.8R to 4.1.11R of the FCA’s Disclosure Guidance and Transparency Rules.
The Directors consider that the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary to assess the Company’s position, performance, business model and strategy.
On behalf of the Board
Chairman
.
Financial Statements
Income Statement
For the year ended For the year ended 31 December 2023 31 December 2022 Revenue Capital Total Revenue Capital Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Gains/(losses) on investments held at fair 8 – 25,374 25,374 – (21,413) (21,413) value through profit or loss Income from investments held at fair value 2 1,692 – 1,692 1,309 – 1,309 through profit or loss Investment and portfolio 3 (336) (2,175) (2,511) (323) 387 64 management fees Other expenses 4 (319) – (319) (404) – (404) Net income/(loss) before 1,037 23,199 24,236 582 (21,026) (20,444) taxation Taxation 5 (143) – (143) (96) – (96) Net income/(loss) after 894 23,199 24,093 486 (21,026) (20,540) taxation Income/(loss) per share – basic and diluted 6 1.1 29.3 30.4 0.6 (26.3) (25.7) (pence )
The “Total” column of this statement is the Income Statement of the Company. The “Revenue” and “Capital” columns are supplementary to this and are prepared under guidance published by the AIC.
All revenue and capital items in the above statement derive from continuing operations.
The Company has no recognised gains and losses other than those shown above and therefore no separate Statement of Total Comprehensive Income has been presented.
The accompanying notes on pages 72 to 87 are an integral part of these financial statements.
.
Statement of Changes in Equity
For the year ended
Ordinary Capital Notes share Special redemption Capital Revenue capital reserve reserve reserve reserve Total £’000 £’000 £’000 £’000 £’000 £’000 At 31 December 2022 800 77,371 – 24,970 690 103,831 Net income after – – – 23,199 894 24,093 taxation Repurchase of ordinary shares for (10) (929) 10 – – (929) cancellation Dividends paid 7 – – – – (316) (316) At 31 December 2023 790 76,442 10 48,169 1,268 126,679
For the year ended
Ordinary Notes share Special Capital Revenue capital reserve reserve reserve Total £’000 £’000 £’000 £’000 £’000 At 31 December 2021 800 77,371 45,996 364 124,531 Net (loss)/income after – – (21,026) 486 (20,540) taxation Dividend paid 7 – – – (160) (160) At 31 December 2022 800 77,371 24,970 690 103,831
The accompanying notes on pages 72 to 87 are an integral part of these financial statements.
.
Statement of Financial Position
As at As at Notes 31 December 31 December 2023 2022 £’000 £’000 Fixed assets Investments 8 110,027 93,809 Current assets Debtors 10 928 104 Derivative financial instruments 9 1,917 4,200 Cash 14,898 6,061 17,743 10,365 Current liabilities Performance fee payable 12 (829) - Creditors 11 (262) (343) Net current assets 16,652 10,022 Net assets 126,679 103,831 Capital and reserves Ordinary share capital 13 790 800 Special reserve 76,442 77,371 Capital redemption reserve 13 10 - Capital reserve 18 48,169 24,970 Revenue reserve 1,268 690 Total shareholders’ funds 126,679 103,831 Net asset value per share – basic and diluted 14 160.3129.8 (pence)
The financial statements on pages 68 to 87 were approved by the Board of Directors and authorised for issue on
Chairman
The accompanying notes on pages 72 to 87 are an integral part of these financial statements.
.
Statement of Cash Flows
For the For the year ended year ended Notes 31 December 31 December 2023 2022 £’000 £’000 Net cash outflow from operating activities 15 (489) (751) Cash flows from investing activities Purchases of investments (27,624) (10,321) Sales of investments 33,684 28,903 Settlement of derivatives 9 4,497 (12,488) Net cash inflow from investing activities 10,557 6,094 Cash flows from financing activities Repurchase of ordinary shares for cancellation (929) - Dividends paid 7 (316) (160) Net cash outflow from financing activities (1,245) (160) Increase in cash and cash equivalents 8,823 5,183 Cash and cash equivalents at start of the year 6,061 878 Exchange rate movement 14 - Cash and cash equivalents at the end of the year 14,898 6,061
The accompanying notes on pages 72 to 87 are an integral part of these financial statements.
.
Notes to the Financial Statements
1. ACCOUNTING POLICIES
The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these financial statements, are set out below:
(a) Basis of Preparation
The financial statements have been prepared in accordance with
The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company. All values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
Fair value measurements are categorised into a fair value hierarchy based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 – fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – fair values measured using valuation techniques for all inputs significant to the measurement other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3 – fair values measured using valuation techniques for which any significant input to the valuation is not based on observable market data (unobservable inputs).
Details in respect of the fair value of the Company’s financial assets and liabilities are disclosed in note 17 to the Financial Statements.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010. Refer to 1(d) for details on how expenses are allocated to revenue and capital.
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.
The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to the valuation of the Company’s unquoted (Level 3) investments. £12,260,000 or 11.1% (2022: £16,864,000 or 18.0%) of the Company’s portfolio is comprised of unquoted investments. These are all valued in line with accounting policy 1(b) below. Under the accounting policy the reported net asset value or price of recent transactions methodologies have been adopted in valuing those investments, as set out on page 86.
As the Company has judged that it is appropriate to use reported NAVs in valuing unquoted investments as set out in note 17 (vi), the Company does not have any 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 carrying amounts of assets and liabilities within the next financial year.
Whilst the Board considers the methodologies and assumptions adopted in the valuation of unquoted investments to be supportable, reasonable and robust, because of the inherent uncertainty of valuation, the values used may differ significantly from the values that would have been used had a ready market for the investment existed. These values may need to be revised as circumstances change and material adjustments may still arise as a result of a reappraisal of the unquoted investments’ fair value within the next year. As set out on page 86, a 25% discount to NAV has been employed by the Company as a sensitivity test for the impact of the inherent valuation risk associated with its unquoted investments.
Segmental Analysis
The Board is of the opinion that the Company is engaged in a single segment of business, namely investing in accordance with the Company’s Investment Objective, and consequently no segmental analysis is provided.
(b) Financial Instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
Basic financial assets:
The Company’s basic financial assets include cash at bank and debtors. These financial assets are initially recognised at fair value and subsequently measured at amortised costs using the effective interest method.
Investment held at fair value through profit or loss:
Investments are initially measured and subsequently remeasured at fair value as at the reporting dates.
Purchases and sales of quoted investments are recognised on the trade date where a contract exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. Transaction costs associated with purchases and sales of investments are charged in the capital column in the Company’s Income Statement.
Changes in the fair value of investments and gains and losses on disposal are recognised under the capital column in the Income Statement as ‘gains or losses on investments’. The fair value of the different types of investment held by the Company is determined as follows:
• Quoted Investments
Fair value is deemed to be bid or last trade price depending on the convention of the exchange on which it is quoted.
• Unquoted Investments
Fair value is determined using recognised valuation methodologies in accordance with the
Where an investment has been made recently, or there has been a transaction in an investment, the Company may use the transaction price as the best indicator of fair value. In such a case changes or events subsequent to the relevant transaction date would be assessed to ascertain if they imply a change in the investment’s fair value.
The Company’s unquoted investments comprise limited partnerships or other entities set up by third parties to invest in a wider range of investments, or to participate in a larger investment opportunity than would be feasible for an individual investor, and to share the costs and benefits of such investment.
For these investments, in line with the IPEVCA Guidelines, and in the absence of transactions in the investments, the fair value estimate is based on the attributable proportion of the reported net asset value of the unquoted investment derived from the fair value of underlying investments. Valuation reports provided by the manager or general partner of the unquoted investments are used to calculate 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.
If a decision to sell an unquoted investment or portion thereof has been made then the fair value would be the expected sales price where this is known or can be reliably estimated.
Where a portion of an unquoted investment has been sold the level of any discount implicit in the sale price will be reviewed at each measurement date for that unquoted investment, taking account of the performance of the unquoted investment and any other factors relevant to the value of the unquoted investment.
Derivatives
Derivatives comprise foreign currency forwards that were used to hedge the Company’s foreign currency exposure. The forwards comprise sterling receivable and a foreign currency deliverable. Derivatives are classified as financial assets or financial liabilities at fair value through profit or loss, initially recognised at fair value on the date derivative contracts are entered into and are subsequently remeasured at their fair value as at the reporting date. Changes in the fair value of derivative contracts are recognised as capital income or expense in the Income Statement.
(c) Investment Income
Dividends receivable are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company’s right to receive payment is established.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis so as to reflect the effective yield when it is probable that economic benefit will flow to the Company. Where income accruals previously recognised, but not received, are no longer considered to be reasonably expected to be received, due to doubt over their receipt, then these amounts are reversed through expenses.
Income distributions from limited partnership funds are recognised when the right to the distribution is established.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except as follows:
• expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Income Statement; and
• expenses are charged to the capital column of the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the portfolio management and AIFM fees have been charged to the Income Statement in line with the Board’s expected long-term split of returns, in the form of capital gains and income, from the Company’s portfolio. As a result 20% of the portfolio management and AIFM fees are charged to the revenue column of the Income Statement and 80% are charged to the capital column of the Income Statement.
Performance fee provisions are recognised when a present obligation arises from past events, it is probable that the obligation will materialise and it is possible for a reliable estimate to be made, but the timing of settlement or the exact amount is uncertain. Any performance fee accrued or paid is charged in full to the capital column of the Income Statement.
(e) Taxation
The tax effect of different items of expenditure is allocated between capital and revenue using the marginal basis. Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of Financial Position date other than those differences regarded as permanent. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is provided for at the rate of tax enacted or substantively enacted.
(f) Foreign Currency
Transactions recorded in overseas currencies during the year are translated into sterling at the exchange rate ruling on the date of the transaction. Assets and liabilities denominated in overseas currencies are translated into sterling at the exchange rates ruling at the date of the Statement of Financial Position.
Any gains or losses on the translation of foreign currency balances, whether realised or unrealised, are taken to the capital or the revenue column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.
(g) Cash and Cash Equivalents
Cash and cash equivalents are defined as cash and demand deposits readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
(h) Share Capital
Ordinary shares issued by the Company are recognised at the proceeds or fair value received with the excess of the amount received over nominal value being credited to the share premium account. Direct issue costs net of tax are deducted from equity.
(i) Capital Reserves
The following are transferred to this reserve: gains and losses on the realisation of investments; changes in the fair values of investments; and expenses, together with the related taxation effect, charged to capital in accordance with the Company’s accounting policy on expenses in 1(d).
Any gains in the fair value of investments that are not readily convertible to cash are treated as unrealised gains in the capital reserve. The amounts within capital reserve less unrealised gains are available for distribution.
(j) Special Reserve
The special reserve arose following court approval in 2016 to cancel the share premium account. This reserve is distributable.
(k) Revenue Reserve
The revenue reserve represents the surplus of accumulated revenue profits being the excess of income derived from holding investments less the costs associated with running the Company. This reserve may be distributed by way of dividends, when positive.
2. INCOME FROM INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
2023 2022 £’000 £’000 Income from investments Unquoted distributions 469 419 Dividends from quoted investments 1,175 883 1,644 1,302 Bank interest 48 7 Total income 1,692 1,309
3. INVESTMENT AND PORTFOLIO MANAGEMENT FEES
2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 AIFM fee 52 208 260 50 198 248 Portfolio management fee 284 1,138 1,422 273 1,092 1,365 Performance fee provisions – 829 829 – (1,677) (1,677) 336 2,175 2,511 323 (387) (64)
4. OTHER EXPENSES
2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Directors’ remuneration 182 – 182 186 – 186 Employers NIC on directors’ 14 – 14 18 – 18 remuneration Auditor’s remuneration for the audit of the Company’s financial 46 – 46 41 – 41 statements Registrar fee 18 – 18 18 – 18 Broker retainer 30 – 30 30 – 30 Custody and depositary fees 43 – 43 47 – 47 Other expenses (14) – (14) 64 – 64 Total expenses 319 – 319 404 – 404
The Company has no employees and details of the amounts paid to Directors are included in the Directors’ Remuneration Report beginning on page 56 of the Annual Report. Other expenses balance for the year ended
5. TAXATION ON NET RETURN
(a) Analysis of charge in period
2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 UK corporation tax – – – – – – Overseas withholding tax 143 – 143 96 – 96
(b) Factors affecting current tax charge for the year
Approved investment trusts are exempt from tax on capital gains made within the Company.
The tax charged for the period is lower than the standard rate of corporation tax in the
2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Net income/(loss) before 1,037 23,199 24,236 582 (21,026) (20,444) taxation Corporation tax at 23.25% 244 5,457 5,701 110 (3,995) (3,885) (2022: 19%) Non-taxable gains on investments held at fair value – (5,969) (5,969) – 4,068 4,068 through profit or loss Overseas withholding tax 143 – 143 96 – 96 Non-taxable overseas dividends (387) – (387) (247) – (247) Excess management expenses* 143 512 655 137 (73) 64 Tax charge for the year 143 – 143 96 – 96
* Excess management expenses are expenses that are not relieved in full against income generated by the Company.
(c) Provision for deferred tax
No provision for deferred taxation has been made in the current period. The Company has not provided for deferred tax on capital profits and losses arising on the revaluation or disposal of investments, as it is exempt from tax on these items because of its status as an investment trust company.
The
6. INCOME/(LOSS) PER SHARE
The capital, revenue and total return per ordinary share are based on the net income/(loss) shown in the Income Statement on page 68 and the weighted average number of ordinary shares in issue 79,199,042 (2022: 80,000,001).
No dilutive instruments have been issued by the Company.
7. DIVIDENDS PAID
Under
2023 2022 £’000 £’000 2022 final dividend of 0.4p per share 316 - 2021 final dividend of 0.2p per share - 160
In respect of the year ended
The Board’s current policy is to only pay dividends out of revenue reserves. The amount of revenue reserve available for distribution as at
8. INVESTMENTS
2023 2022 Quoted Unquoted Quoted Unquoted Investments Investments Total Investments Investments Total £’000 £’000 £’000 £’000 £’000 £’000 Opening balance Cost at 1 58,985 9,132 68,117 68,965 17,901 86,866 January Investment holdings 17,960 7,732 25,692 40,874 (2,125) 38,749 gains/(losses) at 1 January Valuation at 1 76,945 16,864 93,809 109,839 15,776 125,615 January Movement in the year: Purchases at 20,084 7,540 27,624 9,669 652 10,321 cost Sales proceeds (20,204) (14,347) (34,551) (13,197) (3,218) (16,415) Net movement in investment 20,942 2,203 23,145 (29,366) 3,654 (25,712) holdings gains/(losses) Valuation at 97,767 12,260 110,027 76,945 16,864 93,809 31 December Closing balance Cost at 31 66,263 12,088 78,351 58,985 9,132 68,117 December Investment holding gains 31,504 172 31,676 17,960 7,732 25,692 at 31 December Valuation at 97,767 12,260 110,027 76,945 16,864 93,809 31 December
Proceeds from investments sold during the year were £34,551,000 (2022: £16,415,000), of which £867,000 were receivable as at
Net movement in investment holding gains/(losses) on investments
2023 2022 £’000 £’000 Net movement in investment holding gains/(losses) in the year (25,712) (25,712) Net movement in derivative holding (losses)/gains in the year 4,299 4,299 Gains/(losses) on investments (21,413) (21,413)
Total unrealised gains, including transfers, during the year were £5,984,000 (2022: £13,057,000).
Purchase transaction costs were £27,000 (2022: £3,000). These comprise mainly commission and stamp duty. Sales transaction costs were £5,000 (2022: £3,000). These comprise mainly commission.
9. DERIVATIVES
2023 2022 £’000 £’000 Fair value of currency forward contracts 1,917 4,200
Forward contracts were used during the year to hedge the Company’s exposure to the euro and US dollar. See note 17(ii) for further details. The Company received £4,497,000 (2022: paid £12,488,000) on contracts closed during the year. The forward contracts are revalued over time and any gains or losses (both realised and unrealised) are included in gains/(losses) on investments in the capital column of the Income Statement.
The currency forward contracts expired post year end and the Company received £1,614,000 in cash on expiry. As disclosed in the Portfolio Manager's Review and the Business Review in the Strategic Report, the Company has discontinued hedging activities since the year end.
10. DEBTORS
2023 2022 £’000 £’000 Amounts due from brokers 867 - Withholding tax recoverable 29 68 Prepayments and accrued income 32 36 928 104
11. CREDITORS
2023 2022 £’000 £’000 Performance fees payable 829 - Other creditors and accruals 262 343 1,091 343
12. PERFORMANCE FEE PROVISIONS
The three-year performance period that commenced on
Full details of the performance fee arrangement can be found in the Performance Fee section in the Strategic Report.
13. SHARE CAPITAL
2023 2022 £’000 £’000 Issued and fully paid: 79,025,001 (2022: 80,000,001) ordinary shares of 1p per share 790 800
There is a single class of shares in issue, being ordinary shares. The voting rights of the ordinary shares on a poll are one vote for each share held. There are no:
• restrictions on transfer of, or in respect of the voting or dividend rights of, the Company’s ordinary shares;
• agreements, known to the Company, between holders of securities regarding the transfer of ordinary shares;
or
• special rights with regard to control of the Company attaching to the ordinary shares
The Company repurchased 975,000 ordinary shares during the year ended
14. NET ASSET VALUE PER SHARE
2023 2022 £’000 £’000 Net asset value per share 160.3p 129.8p
The net asset value per share is based on the assets attributable to equity shareholders of £126,679,000 (2022: £103,831,000) and on the number of ordinary shares in issue at the year end of 79,025,001.
No dilutive instruments have been issued by the Company.
15. RECONCILIATION OF NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2023 2022 £’000 £’000 Gains/(losses) before taxation 24,236 (20,444) (Gains)/losses on investments (25,374) 21,413 (1,138) 969 Decrease in other debtors 5 133 Increase/(decrease) in creditors 748 (1,738) Withholding taxation suffered on investment income (104) (115) Net cash outflow from operating activities (489) (751)
16. RELATED PARTIES
The following are considered to be related parties:
•
• The Directors of the Company
Details of the relationship between the Company and the Company’s AIFM are disclosed in the Strategic Report on page 27. Details of fees paid to Frostrow by the Company can be found in note 3 on page 76. All material related party transactions have been disclosed in note 3 on page 76. Details of the remuneration of the Directors can be found in note 4 and in the Directors’ Remuneration Report starting on page 56. Details of the Directors’ interests in the capital of the Company can be found on page 57.
The balance outstanding to Frostrow at the year end was £24,000 (2022: £20,000). No balances were due to the Directors (2022: nil).
17. FINANCIAL INSTRUMENTS
Risk management policies and procedures
The Company’s financial instruments comprise securities and other investments, cash balances and certain debtors and creditors that arise directly from its operations.
As an investment trust, the Company invests in equities and other investments for the long term so as to achieve its Investment Objective. In pursuing its Investment Objective, the Company is exposed to a variety of risks that could result in a reduction in the Company’s net assets.
The main risks that the Company faces arising from its use of financial instruments are:
(i) market risk (including foreign currency risk, interest rate risk and other price risk)
(ii) liquidity risk
(iii) credit risk
These risks and the Directors’ approach to the management of them, are set out in the Strategic Report on pages 29 to 31. The AIFM, in close co-operation with the Board and the Portfolio Manager, co-ordinates the Company’s risk management.
(i) Other price risk
In pursuance of the Investment Objective, the Company’s portfolio is exposed to the risk of fluctuations in market prices and foreign exchange rates.
The Board manages these risks through the use of investment limits and guidelines as set out on pages 8 and 9, and monitors the risks through monthly compliance reports from Frostrow, with reports from Frostrow and the Portfolio Manager also presented at each Board meeting. In addition, Frostrow monitors the exposure of the Company and compliance with the investment limits and guidelines on a daily basis.
Other price risk sensitivity
Other price risk may affect the value of the quoted investments.
If market prices at the date of the Statement of Financial Position had been 25% higher or lower while all other variables had remained constant: the revenue return would have decreased/increased by £59,000 and £72,000 respectively (2022: decreased/increased by £46,000 and £81,000 respectively); the capital return would have increased/decreased by £21,763,000 and £23,324,000 respectively (2022: increased/decreased by £18,199,000 and £19,009,000 respectively); and, the return on equity would have increased/decreased by £21,704,000 and £23,252,000 respectively (2022: increased/decreased by £18,152,000 and £18,953,000 respectively). The calculations are based on the portfolio as at the respective dates of the Statement of Financial Position and are not representative of the year as a whole.
(ii) Foreign currency risk
A significant proportion of the Company’s portfolio positions are denominated in currencies other than sterling (the Company’s functional currency, and the currency in which it reports its results). As a result, movements in exchange rates can significantly affect the sterling value of those items.
Foreign currency risk is monitored in conjunction with other price risk as described above. The Portfolio Manager used foreign currency forwards to hedge some of the foreign currency risk historically, but as disclosed in the Manager’s Review and the Business Review in the Strategic Report hedging activities ceased post the year ended
Foreign currency exposure
The fair values of the Company’s assets and liabilities that are denominated in foreign currencies are shown below:
2023 2022 Current Current Investments Derivatives* assets Net Investments Derivatives* assets Net £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 US 62,963 (33,339) 868 30,492 69,885 (37,329) 2,00334,559 dollar Euro 38,242 (17,331) 29 20,940 16,074 (6,680) 68 9,462 Other – – 49 49 – – 44 44 101,205 (50,670) 946 51,481 85,959 (44,009) 2,115 44,065
* Derivatives comprise foreign currency forward contracts used to partially hedge the Company’s exposure to the euro and US dollar. As at
Foreign currency sensitivity
The following table details the sensitivity of the Company’s net return for the year and shareholders’ funds to a 10% increase and decrease in sterling on the Company’s net currency exposures after hedging.
These percentages have been determined based on market volatility in exchange rates over the period since launch. The sensitivity analysis is based on the Company’s significant foreign currency exposures at each Statement of Financial Position date.
2023 2022 USD EUR Other Impact on USD EUR Other Impact on NAV NAV £’000 £’000 £’000 £’000 % £’000 £’000 £’000 £’000 % Sterling 3,388 2,327 5 5,720 5% 3,840 1,051 5 4,896 5% depreciates Sterling (2,772) (1,904) (4) (4,680) (4%) (3,142) (860) (4) (4,006) (4%) appreciates
(iii) Interest rate risk
Interest rate changes may affect:
- the level of income receivable from floating and fixed rate securities and cash at bank and on deposit; and
- the fair value of investments in fixed interest securities.
Interest rate exposure
The exposure of financial assets and liabilities to fixed and floating interest rates, is shown below.
2023 2022 Fixed Floating Fixed Floating rate rate rate rate £’000 £’000 £’000 £’000 Cash – 14,898 – 6,061 – 14,898 – 6,061
Interest rate sensitivity
If interest rates had been 1% higher or lower and all other variables were held constant, the Company’s net return for the year ended
(iv) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
The main liquidity requirements the Company may face are its commitments to the investments in limited partnership funds, as set out in note 19 on page 87. These commitments can be drawn down on 3 or 10 days notice. Having reviewed the nature of the investment and the track record of the underlying mandate for the most significant commitment, to
The Company’s assets comprise quoted securities (equity shares, fixed income and fund investments), cash, and unquoted limited partnership funds and investments. Whilst the unquoted investments are illiquid, short-term flexibility is achieved through the quoted securities, which are liquid, and cash which is available on demand.
The liquidity of the quoted securities is monitored on at least a monthly basis to ensure that there is sufficient liquidity to meet the company’s liabilities and any forthcoming drawdowns.
(v) Credit risk
Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a financial loss. The Company’s investments are held by
Credit risk exposure
2023 2022 £’000 £’000 Derivative financial instruments 1,917 4,200 Current assets: Other receivables 928 104 Cash 14,898 6,061
(vi) Hierarchy of investments
The Company’s investments are valued within a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements as described in the accounting policies beginning on page 72.
Level 1 Level 2 Level 3 Total At 31 December 2023 £’000 £’000 £’000 £’000 Investments 97,767 – 12,260 110,027 Derivatives – 1,917 – 1,917 Level 1 Level 2 Level 3 Total At 31 December 2022 £’000 £’000 £’000 £’000 Investments 76,945 – 16,864 93,809 Derivatives – 4,200 – 4,200
Level 3 investments at
Cost Value Ownership Valuation basis ‘000 £’000 TCI Real Estate Partners Fund IVUS$7,849 6,021 5.72% NAV Limited KKR Aqueduct Co-Invest LP1 £4,000 4,504 1.12% NAV TCI Real Estate Partners Fund III LtdUS$2,461 1,736 1.18% NAV
1
Described as
Level 3 investments at
Cost Value Ownership Valuation ‘000 £’000 basis KKR Aqueduct Co-Invest LP1 £4,000 4,646 1.15% NAV Helios Co-Invest LP2US$4,458 10,672 4.73% NAV TCI Real Estate Partners Fund III LtdUS$1,715 1,546 1.18% NAV
1
Described as
2 Described as X-ELIO in the portfolio statement
In
Unquoted investment valuations are provided by the underlying investment managers, who follow industry recognised guidelines and a stringent valuation process, which includes independent review by third parties. The Company is satisfied that the valuations received represent fair value of the investments it holds, but retains the discretion to make adjustments if there are indicators that suggest otherwise.
If a 25% discount to NAV was applied to the NAV of the level 3 investments as at
(vii) Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to maximise the income and capital return to its equity shareholders through an appropriate level of gearing.
The Board’s policy is to limit gearing to a maximum of 20% of the Company’s net assets. Currently the Company does not have any gearing and there are no facilities in place.
The capital structure of the Company comprises the equity share capital (ordinary shares), retained earnings and other reserves as disclosed on the Statement of Financial Position on page 70.
The Board, with the assistance of the AIFM and the Portfolio Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This includes a review of:
- the planned level of gearing, which takes into account the Portfolio Manager’s view of the market;
- whether to buy back equity shares, either for cancellation or to hold in treasury, in light of any share price discount to net asset value per share;
- whether to issue new equity shares; and,
- the extent to which revenue in excess of that required for distributions should be retained.
18. CAPITAL RESERVE
2023 2022 Capital Reserve Capital Reserve Realised Unrealised Realised Unrealised gains/ gains/ gains/ gains/ (losses) (losses) Total (losses) (losses) Total £’000 £’000 £’000 £’000 £’000 £’000 At 1 January (4,921) 29,891 24,970 7,347 38,649 45,996 Net gains/(losses) on 17,161 8,213 25,374 (12,655) (8,758) (21,413) investments Expenses charged to (2,175) – (2,175) 387 – 387 capital At 31 December 10,065 38,104 48,169 (4,921) 29,891 24,970
Realised capital reserve and revenue reserve are available for distribution. Unrealised gains, which are not readily
convertible to cash are not considered distributable.
19. FINANCIAL COMMITMENT
The Company has made commitments to provide additional funds to the following investments:
Sterling Local currency Notice of Commitment Commitment drawdown TCI Real Estate Partners Fund IV £13,664,000US$17,419,000 10 business days Limited TCI Real Estate Partners Fund III £2,200,000US$2,805,000 10 business days Limited
20. THE COMPANY
The Company is a public limited company (PLC) incorporated in
21. POST BALANCE SHEET EVENT
As disclosed in the Portfolio Manager’s Review on page 19, in
.
Glossary
Alternative Investment Fund Managers Regulations (“UK AIFMD”)
Agreed by the
Compounding Hurdle
The payment of a performance fee is conditional on the Company’s NAV being above the high-water mark and the return on the gross proceeds from the IPO of the Company exceeding an annualised compound return of 5%.
Discount or Premium
A description of the difference between the share price and the net asset value per share. The size of the discount or premium is calculated by subtracting the share price from the net asset value per share and is usually expressed as a percentage (%) of the net asset value per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount.
Gearing
In simple terms gearing is borrowing. An investment trust can borrow money to invest in additional investments for its portfolio. The effect of the borrowing on shareholders’ funds is called ‘gearing’. If the Company’s assets grow, shareholders’ funds grow proportionately more because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Gearing represents borrowings at par less cash and cash equivalents expressed as a percentage of shareholders’ funds.
High Watermark
The high watermark is the highest net asset value that the Company has reached on which a performance fee has been paid. Its initial level was set at 100p on the launch of the Company.
Leverage
For the purposes of the
Net Asset Value (“NAV”)
The value of the Company’s assets, principally investments made in other companies and cash being held, minus any liabilities. The NAV per share is also described as ‘shareholders’ funds’ per share. The NAV is often expressed in pence per share after being divided by the number of shares in issue. The NAV per share is unlikely to be the same as the share price which is the price at which the Company’s shares can be bought or sold by an investor. The share price is determined principally by the relationship between the demand for and supply of the shares.
NAV Total Return (APM)
Total return on shareholders’ funds per share, reflecting the change in NAV assuming that any dividends paid to shareholders were reinvested at NAV at the time the shares were quoted ex-dividend. A way of measuring investment management performance of investment trusts which is not affected by movements in the share price.
31 December 31 December 2023 2022 Opening NAV 129.8p 155.7p Increase/(decrease) in NAV 30.5p (25.9)p Closing NAV 160.3p 129.8p % increase/(decrease) in NAV 23.4% (16.6%) Impact of dividend reinvested 0.4% 0.1% NAV total return/(loss) 23.8% (16.5%)
Share Price Total Return (APM)
The return to the investor, on a last traded price to a last traded price basis, assuming that all dividends paid were reinvested, without transaction costs, into the shares of the Company at the time the shares were quoted ex-dividend.
31 December 31 December 2023 2022 Opening share price 89.0p 112.0p Increase/(decrease) in share price 11.8p (23.0)p Closing share price 100.8p 89.0p % increase/(decrease) in share price 13.2% (20.5%) Impact of dividend reinvested 0.4% 0.2% Share price total return/(loss) 13.6% (20.3%)
Ongoing Charges Ratio (APM)
Ongoing charges ratio is calculated by taking the Company’s annualised operating expenses and expressing them as a percentage of the average daily net asset value of the Company over the year. The costs of buying and selling investments are excluded, as are interest costs, taxation, costs of buying back or issuing shares and other non-recurring costs. These items are excluded because if included, they could distort the understanding of the Company’s performance for the year and the comparability between periods. Performance fees are also excluded from the ongoing charges ratio calculation.
31 December 31 December 2023 2022 £’000 £’000 Total Expenses 2,040 2,018 Average NAVs 117,147 111,560 Ongoing charge ratio 1.7% 1.8%
.
The figures and financial information for 2022 are extracted from the published Annual Report for the year ended
The figures and financial information for 2023 are extracted from the Annual Report and financial statements for the year ended
ANNOUNCEMENT ENDS
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