MIGO Opportunities Trust plc - Annual Financial Report
Annual Report
for the year ended
Results for the year ended
The financial information set out below does not constitute the Company’s statutory accounts for the years ended
The Auditor has reported on those accounts; their reports were (1) unqualified; (2) did not include any reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (3) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Financial Highlights
As at As at % movement
30 April 2025 30 April 2024
Net asset value (“NAV”) per share* 342.5p 362.6p (5.5)%
Share price 327.0p 346.0p (5.5)%
Share price discount to NAV per share* (4.5)% (4.6)%
Net assets 65.9m 81.7m (19.3)%
NAV volatility 8.9% 6.1%
Gearing* 15.2% 6.1%
Ongoing charges ratio* 1.7% 1.5%
* Alternative Performance Measure (“APM”), see Glossary.
For commentary in respect of the above figures and the Company’s performance during the year please see the Chairman’s Statement, the Investment Manager’s Report and the overview of the key performance indicators in the Business Report.
Total Return Performance to
1 year 3 years 5 years 10 years Since Launch**
Net Asset Value* (5.4%) (4.4%) 55.3% 90.7% 238.1%
Share price* (5.3%) (6.9%) 54.7% 103.4% 240.1%
SONIA plus 2% 7.1% 19.7% 25.3% 45.1% 127.6%
* Alternative Performance Measure, see Glossary.
**
Source: Morningstar.
Message from
It’s nearly time to hang up my investment trust anorak as I step back from the day-to-day management of
The Company was launched at a time when the fund management industry believed that tracking error was the key metric. Perfectly sensible managers would happily tell you that they were bearish about the prospects for Vodafone despite it being their largest holding. This was because the stock dominated the
I would like to sound my appreciation to all those who have helped along the way, notably
Without wishing to duplicate too much of what has been said elsewhere in this report, recent years have been hostile for investors in investment trusts. Headwinds have included chronic over supply, consolidation of the wealth management industry and poorly drafted cost disclosure rules. This toxic mix has led to widespread discounts creating a wide array of profitable opportunities for those employing an activist approach.
Chairman’s Statement
Overview of the year
Introduction
I am pleased to present the Annual Report for
As announced on
The Board has agreed with AVI that, effective from
More focused and activist approach
The Board and AVI have also decided to implement a higher conviction approach to managing MIGO, to align with the current opportunities in the investment trust sector. This will see MIGO’s portfolio concentrating over time to focus on 10-15 core holdings.
MIGO currently has around 40 holdings in total. The purpose remains the same as ever, to identify undervalued attractive themes in the investment trust sector trading at a discount. However, the Board and AVI believe that larger stakes in a more targeted investment company portfolio will enable more influential engagement with boards, aiming to accelerate superior returns from the wide discount opportunities in the sector.
Performance-driven fee structure and capital return mechanism
To align MIGO shareholders’ interests with this more targeted approach, the Board has agreed a revised fee structure with AVI. This will reduce the management fee to 0.35% per annum on the lower of MIGO’s market capitalisation and net asset value (NAV) (currently 0.65% per annum on market capitalisation) and add a performance fee of 15% of NAV total returns in excess of a SONIA + 3% hurdle, subject to a high watermark. Overall fees payable by the Company in any year will be capped at 2.5% per annum of the lower of MIGO’s market capitalisation and NAV. The Company estimates that the overall fee payable to AVI in any year will be lower under the new arrangement until NAV total return exceeds approximately 9% per annum.
The Board has also agreed with AVI that AVI, as part of the revised fee structure, will reinvest 25% of any performance fee paid into MIGO shares. This proposal is subject to an aggregate 5% cap on AVI’s interest in MIGO shares, and a minimum 3-year hold period for shares acquired under this mechanism.
To ensure that MIGO remains nimble and is best able to exploit the relevant opportunity set, the Board also expects to introduce a capital return mechanism in the future to limit NAV rising above £150 million. To be implemented at the Board’s discretion to optimise shareholder alignment, this will also potentially provide liquidity for shareholders. The Board believes a capital return mechanism, combined with the revised fee structure, will avoid a misaligned incentive for AVI to gather assets rather than focus on delivering shareholder returns.
These changes reinforce MIGO’s commitment to leading investment company best practice, by proactively aligning the portfolio to the investment opportunity, and strengthening alignment between shareholders, manager and Board. Portfolio changes will be implemented over time to avoid sacrificing returns from existing maturing investments, for example where a holding is in run-off. The Portfolio Managers, however, expect that the bulk of these changes will be completed within 12 months, subject to market conditions. The Board also reiterates its ongoing commitment to MIGO’s existing share buyback approach, dividend policy and 3-yearly realisation opportunity.
The Board is very optimistic about the new structure and its potential benefits to shareholders.
Turning our attention back to the financial year covered in this annual report.
During the year, equity markets have been volatile but with an upwards bias – and there have been the first significant signs of market leadership shifts from the US to international markets and from Growth to Value investing.
The investment trust sector has continued to bear the weight of over-regulation, competition from passive investment funds and consolidation in the wealth management sector, although the Portfolio Managers are confident that the Company’s solid portfolio will produce good returns irrespective of the general direction of markets. The wide level of discounts to NAV per share across the sector remained a theme during the year.
Despite MIGO’s tight discount record in recent years, even your Company could not avoid a widening of its discount (2.8% at the time of writing).
During the year under review, your Company’s net asset value (“NAV”) per share fell to 342.5p (2024: 362.6p), a total return of -5.4% (2024: +11.3%). The Company’s share price ended the year at 327.0p (2024: 346.0p), giving a total share price return of -5.3% (2024: +9.6%). The total return performance chart gives a longer-term picture, showing the NAV return per share over 5 years as +55.3% and the share price return over the same period as +54.7%. At the end of the year under review, the Company traded at a discount of 4.5% to NAV per share (2024: 4.6%).
We believe the strategy of the Company is best measured against a “cash plus” benchmark, and accordingly the Company does not have a formal equity benchmark against which the Board reviews long-term performance or that our Investment Manager invests towards. Over the year, the Company’s formal cash benchmark, SONIA plus 2%, rose by 7.1% (2024: +6.9%) and over five years by 24.9%.
A comprehensive appraisal of the performance of, and developments within, your portfolio during the year under review and since
Dividend
The results attributable to shareholders for the year ended
Board Change
As previously reported,
2024 Realisation Opportunity
In
Considering the relatively small number of shares which were realised, the Board is reassured that shareholders agree with the Directors and Investment Manager about the continuing positive long-term opportunities presented by MIGO.
Share Issues and Share Buybacks
At the year-end, the Company’s shares traded at a discount of 4.5% to the net asset value per share, having traded at a discount of 4.6% at the 2024 year-end. In comparison, the unweighted average discount across the whole investment companies universe* has contracted from 19.98% to 16.34% over the same period.
During the year ended
* The full investment companies universe as defined by Deutsche Numis including both equities and alternative asset investment companies.
Sector Cost and Regulation Issues
I already commented in the last annual and interim reports on the ongoing charges figure (“OCF”) which is the charge paid over a year quoted on the ‘Key Investor Information’ (“KID”) document and which the Board, alongside many investment trust specialists, consider misleading. Whether actual and underlying costs are presented in one single figure or in a layered approach, this can lead to double - counting, and in an industry where low fee levels are sometimes misunderstood as the simplest way to evaluate value, this can become a problem.
Having lobbied the
A first consultation paper from the
Furthermore, the FCA’s proposed new approach, as currently drafted, will prevent investment companies like MIGO from competing effectively. This misleading way of disclosing costs will make the whole sector look more expensive than it really is, thereby reducing demand and liquidity. The proposed cost disclosures undermine the sector’s capacity to compete fairly with open-ended funds, especially those that offer cheap, passive strategies.
Annual General Meeting
The AGM of the Company this year will be held on Wednesday,
Outlook
With new ideas by the AIFM and Investment Manager to structure MIGO’s portfolio and strengthen its performance, the Board believes the outlook is good for shareholders. A more activist approach to our portfolio companies will give the Portfolio Managers more agency and increase their ability to obtain better results. Our investment universe still offers some incredibly appealing opportunities given the material widening of discounts unrelated to fundamental prospects in many cases.
The Board would like to thank shareholders for their continued support throughout the last 12 months and going forward.
Chairman
About
Q&A with
Changes to
Q Tom, can you give us a quick synopsis of your career to date? How did you get involved in investment trusts?
A I’ve now been at AVI for almost fifteen years, joining us an investment analyst in 2011. AVI has a long history of investing in investment trusts within our broader global strategy focusing on discounted assets. Given I had spent the previous nine years at a specialist closed-ended fund data company (Fundamental Data, later acquired by Morningstar) in a variety of roles, it was perhaps unsurprising that I gravitated towards the investment trusts part of AVI Global Trust’s portfolio where we ended up materially increasing our exposure and in which I helped reinvigorate AVI’s reputation for activism and engagement.
As AVI’s team expanded, I became Head of Research in a role overseeing the Global investment team while continuing my work on the closed-ended fund part of the portfolio I’m extremely excited to be joining Charlotte as co-manager of MIGO at a time when the
Q Is there a good example of activism and engagement you have done previously?
A
SONG, however, was not the right vehicle. A weak Board failed to oversee a poorly resourced and conflicted management team of questionable competence, and the company found itself trading at a huge discount to reported NAV. We built up a large stake in the business, becoming the largest shareholder and – working with other shareholders – replacing several directors. The new appointees then oversaw a successful sales process for the company at a material premium to the prevailing share price.
Q Why do you think activism is the right way to produce returns for investors?
A It’s far from the only way but we do think it forms a very important part of our toolkit. We owe it to our shareholders to work as hard as we can to unlock value by narrowing or eliminating discounts to NAV and activism is key to that. We engage with all our investee companies and can usually achieve results in private. But having the willingness to go public if required and the experience of doing so is an important backstop. In a world where we may see many of the functions of investment management taken over by AI, we think the art of engaging with other shareholders and management to improve companies and leave them in a better place than where we found them is always going to be an inherently human pursuit.
Q What are the benefits of running a more concentrated portfolio?
A We think there are three key benefits. We do a lot of work on each holding and, when or if our thesis is proven right on a stock, we want the impact to be properly reflected in MIGO’s NAV. We also believe that having fewer holdings can actually reduce risk if it means that we have more time to underwrite the investment case for each one. And lastly, engagement and activism are time - consuming, and we want to ensure that we have sufficient bandwidth for each holding.
Q Charlotte, what engagement and activism has MIGO done prior to this change? How will it be different going forward?
A Activism and engagement have always been part of the MIGO process. While many managers know how to manage their underlying investments well, they may lack experience in running an investment trust. We aim to support both managers and boards in navigating this aspect. Since joining AVI, we have been able to leverage the long history the company has of engagement to refine our abilities in this area. We will not need to engage heavily on every stock in the portfolio, but where we see scope for activism to help narrow a discount, we now have the expertise to be more proactive with a higher chance of successful outcomes.
Q How has MIGO developed since joining AVI?
A What made AVI an appealing home for MIGO was its dedicated focus on investment trusts. Being part of a supportive and specialised environment has been hugely beneficial. The insights and contribution from the wider investment team have been invaluable, and since MIGO’s arrival, we have enjoyed the collaboration with colleagues.
Q What should investors expect in the next 6-12 months?
A Refocusing the portfolio takes time, but we are hopeful that in 12 months the trust should be far more concentrated in the core names we believe will drive returns for shareholders going forward.
Our Top 10 Holdings
Focus on small and mid-cap opportunities
The top ten equity investments make up 43.6% of the portfolio, with operating businesses spread across a range of sectors.
Top 10 Share of Portfolio
as at
% of MIGO portfolio
Top 10 43.6%
Other holdings 56.4%
100.0%
Visit our investment platforms:
www.assetvalueinvestors.com/MIGO/ how-to-invest/platforms/
1.
5.9% of portfolio (2024: nil)
13.2% discount
Purpose built residential property trust, PRS REIT, has properties throughout the
2. CHRYSALIS INVESTMENTS
5.6% of portfolio (2024: 1.9%)
41.6% discount
Chrysalis was launched back in 2018 to solve the problem that young fast-growing companies were choosing to stay private for longer with the exciting period of a stock’s development coming before listing. The shares floated at 100p before reaching 271p in bubble conditions post Covid. Markets quickly became concerned that their young cash hungry companies would run out of money before they made a profit and ever since Chrysalis has languished on very wide discounts. The portfolio has matured and we expect exit proceeds to be used for accretive share buybacks.
3. BAKER STEEL RESOURCES TRUST
4.9% of portfolio (2024: 4.2%)
41.8% discount
Baker Steel Resources focuses on unlisted mining companies. It is a developer of mines and creates value from acquiring promising deposits and uses its intellectual capital to gain the required planning permissions. Once fully permitted the trust then typically sells to a multinational which will build the mine and take the project into production. The current portfolio is mature with many of the assets ripe for realisation. At the current discount, we believe the cash from these realisations should be handed back to shareholders via buybacks or a tender offer.
4. OAKLEY CAPITAL INVESTMENTS
4.4% of portfolio (2024: 4.2%)
34.3% discount
Oakley Capital Investments is a closed ended fund which invests in the private funds run by
5. PHOENIX SPREE DEUTSCHLAND
3.9% of portfolio (2024: 2.8%)
42.8% discount
Phoenix Spree owns a portfolio of 2,000 residential apartments in
6. VH GLOBAL ENERGY INFRASTRUCTURE
3.9% of portfolio (2024: 1.1%)
48.3% discount
This trust came late to the new issue boom and as a result raised rather less than hoped. The portfolio has a wide variety of technologies and geographies including Spanish solar and Brazilian Hydro. It failed to build a following in a market which was already heavily oversupplied and as a result languished on a wide discount which, at times, touched 50%. It was difficult to envisage the trust surviving despite some of the assets, notably Brazilian Hydro, being attractive. The board has moved the trust into an orderly wind down and the shares have rallied sharply in response.
7. GEORGIA CAPITAL PLC
3.8% of portfolio (2024: 6.0%)
45.6% discount
Georgia Capital focusses on the fast-growing Georgian economy having a stake in the
8. VINACAPITAL VIETNAM OPPORTUNITY FUND
3.8% of portfolio (2024: 6.1%)
22.1% discount
9. AQUILA EUROPEAN RENEWABLES
3.8% of portfolio (2024: 3.7%)
33.9% discount
Managed from
10. LIFE SCIENCE REIT
3.6% of portfolio (2024: nil)
41.3% discount
Life Science REIT has a unique business model where the managers find locations in the golden triangle (
Investment Manager's Report
“Trusts continue to go through their Schumpeterian phase, with mergers, wind-ups and takeouts continuing apace.”
Performance
April is the cruellest month…
T.S Elliot’s oft misquoted and misinterpreted opening line from the Waste Land is, if using most people’s interpretation, a decent description of the tribulations of financial markets in the first 2 weeks of the final month of our annual period. President Trump’s “Liberation Day” which levied tariffs across all the US trading partners caused markets to plunge. For those who are more literary minded, however, the Waste Land’s depiction of death, rebirth and a period of loss is particularly pertinent. Especially for those of us who, after two years of investment trusts being in the doldrums, are looking for another way to say that Spring is coming in a way that is marginally more interesting, especially for our ever-patient shareholders.
MIGO’s Net Asset Value (“NAV”) return of -0.65% and share price return of -3.2% over the period is disappointing. The essentially flat NAV return belies a fairly turbulent year in world markets. Much of 2024 saw the continuation of the long term trend where the US’ outperformance of global markets was driven by a narrow band of growth stocks. Post Mr. Trump’s election as President, however, we appear to be moving into a period of instability with the President’s tariff agenda causing serious ructions throughout financial markets.
In the world of closed-ended funds discounts have remained, on the whole, fairly wide. Despite some high profile take-outs such as BBGI Global Infrastructure being bought by a large Canadian asset manager, the sector is still struggling to attract investors in a market which is chronically oversupplied and in dire need of new sources of demand. We still believe there are returns to be made in the sector. Many trusts have great assets which will be appealing to buyers and the wide discounts should continue to attract private capital who are willing to purchase them at prices far higher than the current share prices. Although it has taken longer than expected, and progress has been slower than we would have liked, we remain very optimistic about the returns that can be made for MIGO.
CONTRIBUTOR
Amedeo Air Four Plus
1.8% of portfolio
41.9% discount
Amedeo Air Four Plus
(AA4) was our best
performer during the year. AA4 is an aircraft leasing business with a fleet of A380s and B777s leased to
CONTRIBUTOR
5.9% of portfolio
13.2% discount
Purpose-built residential rental property trust, PRS REIT , has returned 0.8% for MIGO. Although the assets were attractive given a national housing scarcity, PRS languished on a wide discount due to negative sentiment towards property trusts and a perceived overly close relationship between board and manager where shareholders were not a priority. As such, we were involved in the requisition where two new board members were announced as well as a strategic review. This is a classic example of where sentiment towards a trust can be dire at a time when there is strong demand for the assets it owns. This environment will continue to throw up profitable opportunities for investors who are prepared to sift through the sector’s rubble.
CONTRIBUTOR
Cordiant Digital Infrastructure
3.6% of portfolio
35.0% discount
As is often the case with investment trusts, Cordiant Digital Infrastructure suffered from the contagion that spread from the troubles of sole sub-sector peer Digital 9 Infrastructure (DGI9). Launched at a similar time and both investing in digital infrastructure, the two trusts have been lumped together despite significant distinctions. The management, portfolio companies and balance sheet of Cordiant were far superior to that of DGI9 but, when the latter entered distress in 2023, Cordiant’s share price fell in concert. This allowed us to arbitrage the gap between perception and reality.
CONTRIBUTOR
Baker Steel Resources Trust
4.9% of portfolio
41.8% discount
Baker Steel Resource Trust’s portfolio of mines and mining deposits made good progress over the year and the trust’s assets are now more mature. Despite the likelihood of realisations in the not-too-distant future, the shares languish at a discount of over 40%. It is difficult to see that the wide discount gives the managers any mandate to make further investments. Instead, we expect the board to focus on returning capital to shareholders in order to narrow the discount.
DETRACTOR
2.0% of portfolio
54.6% discount
We are very disappointed with the outcome of the first part of the sales process at Ecofin US Renewables (RNEW) and the share price responded accordingly. After failing to reach a critical size, RNEW was left with assets across the US and a management team that had become lost after Ecofin’s merger with Tortoise. The trust was a perceived fire-seller of assets and the price the board achieved for its distributed generation assets was considerably lower than the published NAV.
DETRACTOR
1.5% of portfolio
6.2% discount
After its surge to over
DETRACTOR
VH Global Energy Infrastructure
3.9% of portfolio
48.3% discount
VH Global Energy Infrastructure detracted 0.6% from performance. The trust has suffered under the general malaise of the renewables investment trust sector, further compounded by the late-in-the-cycle timing of its IPO and the trust failing to reach a critical size before the market sea-change as a result. A portfolio of assets in different geographies and different technologies complicated the story for many mainstream investors. Post period end, however, the trust announced it was moving into wind-up, selling off the portfolio assets and handing cash back to shareholders. The shares have responded accordingly and are up 36% (39% total return) since the year-end.
DETRACTOR
Aquila European Renewables
3.8% of portfolio
33.9% discount
Another detractor that has had some post-period good news is Aquila European Renewables (AERI). Much like ENRG, AERI’s smaller market capitalisation meant it struggled to attract shareholder interest and fell to a wide discount as interest rates rose. The trust was pushed into winddown in
CHANGES
There has been a considerable amount of turnover in the portfolio. What would have been considered a wide discount in the past may now be less attractive given the deep discounts which exist in the current environment. We have sold out of many legacy names where we no longer see a catalyst or where trusts have performed so well that the capital is best recycled into more exciting opportunities. We sold out of CQS Natural Resources as the discount had tightened considerably with the activist Saba taking a position.
Given our preference for reducing underlying equity exposure, we sold out of Ecofin Global Utilities at a ~10% discount and recycled the money into infrastructure exposure where we believe portfolio wind-ups and sales of assets will provide nearer term catalysts on wider discounts.
NB Private Equity was sold due to its relatively tight discount vs the wider peer group and a lack of near-term catalysts.
Rockwood Strategic
has been a profitable
investment but we sold out of the last of the holding as we could see more profitable opportunities elsewhere. Although we rate the manager, Richard Staveley’s success in investing in a private equity-style in the
The investment in
Schiehallion
generated an 81% IRR for the trust. We had bought Schiehallion in 2023 at around a 40% discount when investors had shunned early-stage private equity and particularly
Outlook
Although there has been a considerable amount of back-pedalling since “Liberation Day” it is undeniable that
Government deficits, and thus bond yields, continue to concern us. Ageing populations and ballooning welfare budgets, as well as a new imperative to increase defence spending, leave us wondering how most Western governments are planning on reducing their deficits in the years to come. Ultimately, this will have an impact on GDP growth rates as well as hamstringing Central Banks on their ability to cut rates.
All this results in a backdrop for markets that is very different to the one that investors have been contending with since the global financial crisis. Although the bounce back, particularly in the US, has been fairly spectacular from the lows of early April we are already seeing cracks appear and investors questioning whether their large allocation to US equities is right moving forward. After such a long spell of low-cost, US index hugging products being the only game in town, we are quietly excited by the prospect of investors looking for other areas of the market for their returns. This new environment will suit MIGO much more than the one which we are departing.
Trusts continue to go through their Schumpeterian phase*, with mergers, wind-ups and takeouts continuing apace. We believe we are in a healthy “clean up” phase after vast sums of paper were issued when interest rates were effectively zero. For discount hunters who look for catalysts this period could be very profitable.
*This refers to Austrian economist Joseph Schumpeter’s creative destruction theory where old technologies or industries are “destroyed” in order for new ones to take their place, creating economic growth.
10 YEAR RECORD
As at 30 April 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 NAV per share 342.5p 362.6p 328.6p 362.6p 345.9p 223.1p 275.6p 276.4p 248.7p 182.4p Share price 327.0p 346.0p 318.5p 355.5p 346.0p 214.0p 276.5p 273.0p 242.3p 164.3p Share price (discount)/premium to NAV per share (4.5)% (4.6)% (3.1)% (2.0)% 0.0% (4.1)% 0.3% (1.2)% (2.6)% (9.9)% Total net assets 65.9 81.7 79.8 94.7 93.1 62.6 77.2 75.2 62.9 46.1 (£m) Gearing 15.2% 6.1% – – 2.1% – – 6.7% 8.0% 10.8%
Portfolio Valuation
As at
Valuation
Investment 2025 % of
Company Sector Region £’000 portfolio
The PRS REIT† Property UK 4,041 5.9
Chrysalis Investments Alternatives Global 3,840 5.6
Baker Steel Resources Trust Mining Global 3,374 4.9
Oakley Capital Investments Private Equity Europe 3,024 4.4
Phoenix Spree Deutschland† Property Europe 2,698 3.9
VH Global Energy Infrastructure Equity Global 2,663 3.9
Georgia Capital Equity Europe 2,624 3.8
VinaCapital Vietnam Opportunity Private Equity Asia Pacific 2,610 3.8
Fund
Aquila European Renewables† Alternatives Europe 2,585 3.8
Life Science REIT† Property UK 2,470 3.6
Top ten investments 29,929 43.6
Cordiant Digital Infrastructure Property Europe 2,464 3.6
River UK Micro Cap Equity UK 2,255 3.3
Tufton Assets Equity Global 2,176 3.2
Real Estate Investors* Property UK 2,030 2.9
International Biotechnology Equity North America 1,865 2.7
Trust
AVI Japan Opportunity Trust Equity Japan 1,861 2.7
RTW Biotech Opportunities Equity North America 1,812 2.6
Schroder British Opportunities Equity UK 1,654 2.4
Trust
Seraphim Space Investment Equity Global 1,611 2.3
Augmentum Fintech Private Equity Europe 1,593 2.3
Top twenty investments 49,250 71.6
Hansa Investment Co Equity Global 1,487 2.2
Tetragon Financial Group Alternatives Global 1,446 2.1
Ecofin US Renewables Alternatives North America 1,347 2.0
Infrastructure Trust
Amedeo Air Four Plus Alternatives Global 1,273 1.8
Life Settlement Assets Alternatives North America 1,252 1.8
EPE Special Opportunities* Private Equity UK 1,199 1.7
Ground Rents Income Fund Property UK 1,103 1.6
Geiger Counter Mining Global 1,060 1.5
Marwyn Value Investors Private Equity UK 1,058 1.5
NB Private Equity Partners Private Equity North America 1,057 1.5
Top thirty investments 61,532 89.3
New Star Investment Trust Equity Global 1,050 1.5
GCP Infrastructure Investments Alternatives UK 683 1.0
abrdn European Logistics Property Europe 678 1.0
Income†
US Solar Fund Alternatives North America 664 1.0
SDCL Energy Efficiency Income Alternatives Global 661 1.0
Trust
Baillie Gifford Shin Nippon Equity Asia Pacific 654 0.9
Sherborne Investors (Guernsey) Equity Global 625 0.9
Macau Property Opportunities Property Asia Pacific 552 0.8
Fund†
VPC Speciality Lending Alternatives North America 527 0.8
Investments
Dunedin Enterprises Investment Private Equity Global 488 0.7
Trust†^
Top forty investments 68,114 98.9
Pantheon International Private Equity Global 324 0.5
abrdn Property Income Trust Property UK 132 0.2
CEPS* Equity UK 121 0.2
Better Capital PCC†^ Private Equity UK 84 0.1
Duke Capital* Alternatives UK 62 0.1
Reconstruction Capital II†^ Equity Europe 30 0.0
Total investments in the 68,867 100.0
portfolio
Other current liabilities (2,950)
(including net debt)
Net asset value 65,917
* AIM/NEX Listed
† In liquidation, in a process of realisation or has a fixed life. ^ Unlisted or trading of shares currently suspended.
Investments in companies that have previously been written down to nil net book value, but where ownership in the company is retained, are not disclosed in this table.
Portfolio Analysis
As at
Portfolio by geographical exposure
__________________________________________ |Global |33.5%| |____________________________________|_____| |UK |25.6%| |____________________________________|_____| |Europe |23.8%| |____________________________________|_____| |North America |12.9%| |____________________________________|_____| |Asia Pacific (ex-Japan ) |5.9% | |____________________________________|_____| |Japan |2.8% | |____________________________________|_____| |Other current assets and liabilities|-4.5%| |____________________________________|_____|
Portfolio asset allocation
__________________________________________ |Equity |34.2%| |____________________________________|_____| |Property |24.4%| |____________________________________|_____| |Alternatives |21.8%| |____________________________________|_____| |Private Equity |17.4%| |____________________________________|_____| |Mining |6.7% | |____________________________________|_____| |Other current assets and liabilities|-4.5%| |____________________________________|_____|
Business Review
The Strategic Report, contains a review of the Company’s business model and strategy, an analysis of its performance during the year ended
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 time of their approval 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.
Further information on how the Directors have discharged their duty under section 172 of the Companies Act 2006 can be found below.
Business Model
The Company is an externally managed investment trust and its shares are admitted to the closed-ended investment funds category of the Official List of the
The Company has been approved by
The purpose of the Company is to provide a vehicle for investors to gain exposure to a portfolio of companies which have been undervalued by the markets in which they are traded, through a single investment.
The Company’s strategy is to create value for shareholders by addressing its investment objective, which is set out below.
As an externally managed investment trust, all of the Company’s day-to-day management and administrative functions are outsourced to service providers. As a result, the Company has no executive directors, employees or internal operations.
The Company is an
The Board has retained overall responsibility for risk management and has appointed AVI to manage its investment portfolio. Marketing, company secretarial and administrative services are outsourced to
The Board remains responsible for all aspects of the Company’s affairs, including setting the parameters for 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 buybacks, share price and discount/premium monitoring, corporate governance matters, dividends and gearing.
Further information on the Board’s role and the topics it discusses with the Investment Managers is provided in the Corporate Governance Report.
Investment Objective
The objective of the Company is to outperform SONIA plus 2% (the “Benchmark”) over the longer term, principally through exploiting inefficiencies in the pricing of closed-ended funds (SONIA being the Sterling Overnight Index Average, the Sterling Risk-Free Reference Rate preferred by the
The Benchmark is a target only and should not be treated as a guarantee of the performance of the Company or its portfolio.
Investment Policy
The Company invests in closed-ended investment funds traded on the London Stock Exchange’s main market, but has the flexibility to invest in investment funds listed or dealt on other recognised stock exchanges, in unlisted closed-ended funds (including, but not limited to, funds traded on AIM) and in open-ended investment funds. The funds in which the Company invests may include all types of investment trusts, companies and funds established onshore or offshore. The Company has the flexibility to invest in any class of security issued by investment funds including, without limitation, equity, debt, warrants or other convertible securities. In addition, the Company may invest in other securities, such as non-investment fund debt, if deemed to be appropriate to produce the desired returns to shareholders.
The Company is unrestricted in the number of funds it holds.
The Company invests in listed closed-ended investment funds that themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed-ended investment funds. However, the Company may invest up to 10%, in aggregate, of the value of its gross assets at the time of acquisition in closed-ended investment funds that do not have such a stated investment policy.
In addition, the Company will not invest more than 25%, in aggregate, of the value of its gross assets at the time of acquisition in open-ended funds.
There are no prescriptive limits on allocation of assets in terms of asset class or geography.
There are no limits imposed on the size of hedging contracts, save that their aggregated value will not exceed 20% of the portfolio’s gross assets at the time they are entered into.
The Board permits borrowings of up to 20% of the Company’s net asset value (measured at the time new borrowings are incurred).
The Company’s investment objective may lead, on occasions, to a significant amount of cash or near cash being held.
Dividend Policy
It is the Company’s policy to pursue capital growth for shareholders with income being a secondary consideration. This means that the Company’s Investment Manager is frequently drawn to companies whose future growth profile is more important than the generation of dividend income for shareholders.
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 the minimum dividend required to maintain investment trust status.
Results and Dividend
The results attributable to shareholders for the year ended
The Board
At the date of this report, the Board of the Company comprises
Further information on the Directors can be found below.
Board Diversity
The Board is fully supportive of all aspects of diversity and the importance of having a range of skilled, experienced individuals with relevant knowledge in order to allow it to fulfil its obligations. Further information on Board diversity as well as the Board’s diversity policy can be found in the Corporate Governance Report.
2024 Realisation Opportunity
During the year, the Board offered a realisation opportunity to shareholders. The outcome of this is discussed in the Chairman’s Statement. Further details are also given in the Directors’ Report under “Capital Structure”.
Board Focus and Responsibilities
With the day-to-day management of the Company outsourced to service providers, the Board’s primary focus at each Board meeting is reviewing the investment performance and associated matters such as, amongst other things, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues.
In line with its primary focus, the Board retains responsibility for all the key elements of the Company’s strategy and business model, including:
· investment objective and policy, incorporating the investment guidelines and limits, and changes to these;
· whether the manager should be authorised to gear the portfolio up to a pre-determined limit;
· review of performance against the Company’s Key Performance Indicators (“KPIs”);
· consideration of share issuance and buybacks and premium/discount management;
· review of the performance and continuing appointment of service providers; and
· maintenance of an effective system of oversight, risk management and corporate governance.
Details of the principal KPIs, along with details of the principal risks, and how they are managed, follow within this business review.
Key Performance Indicators
The Company’s Board of Directors meets at least four times a year. At each quarterly meeting it reviews performance against a number of key performance measures
The Directors regard the Company’s net
asset value (“NAV”) return per share as
being the overall measure of value
delivered to shareholders over the long
term, as opposed to returns available
for cash holdings.
NAV and the movement of the NAV
compared with the notional returns A full description of performance during
available forcash – defined as SONIA the year under review and the investment
plus 2%, the Company’s Benchmark^ portfolio are contained in the
Investment Manager’s Report.
The NAV total return per share for the
year to 30 April 2025 was (5.4)% (2024:
11.3%), compared with the Benchmark
return of 7.1% (2024: 6.9%).
The Company aims to deliver its
performance with a lower level of
volatility in the NAV than equity
markets.
NAV volatility^ For the year to 30 April 2025 , the
Company’s NAV had a volatility of 8.9%
(2024: 6.1%)*, compared with the
volatility of the Deutsche Numis All
Share Total Returns Index (inc
Investment Companies) of 12.8% (2024:
10.4%).
One of the most immediate measures of
the value of the Company’s Ordinary
shares is their price. The Board
regularly considers the Company’s
investment performance and other ways in
which share price performance may be
The movement in the Company’s share enhanced, including the effectiveness of
price marketing.
The Ordinary share price decreased by
5.5% (2024: increased by 8.6%) over the
year. Further details are given in the
Chairman’s Statement and the Investment
Manager’s Report.
The Board believes that an important
driver of an investment trust’s discount
or premium over the long term is
investment performance together with a
proactive marketing strategy. However,
there can be volatility in the discount
or premium during the year. Therefore,
the Board requests authority each year
to buy back and issue shares with a view
to limiting the volatility of the share
price discount or premium.
During the year under review, no new
shares were issued by the Company (2024:
none). New shares will only be issued at
Share price in relation to the NAV per a premium to the Company’s cum-income
share net asset value at the time of issue.
3,291,420 shares were bought back during
the year (2024: 1,760,000), and 336,014
shares were bought back after the
year-end (2024: 75,000).
The Company’s Ordinary share price in
relation to the NAV per share during the
year ended 30 April 2025 has ranged from
a discount of <0.1% (2024: 0.7%) to a
discount of 5.1% (2024: 5.8%). At the
year end, the shares traded at a
discount of 4.5% to the NAV per share
(2024: 4.6%). In comparison, the
unweighted average discount across the
whole investment companies universe was
16.34% (2024: 19.98%)#.
* Source:
^ See Glossary for definition and calculation methodology.
# Source: Deutsche Numis.
Principal Risks, Emerging Risks and Risk Management
The Board considers that the risks detailed within this report are the principal risks currently facing the Company to deliver its strategy.
The Board is responsible for the ongoing identification, evaluation and management of the principal risks faced by the Company. The Audit Committee, on behalf of the Board, has established a process for the regular review of these risks and their mitigation. This process is in line with the
During the year ended
Further details as well as a summary of the Company’s approach to risk and how principal risks and uncertainties were dealt with during the year under review, are set out below. In addition, information about the Company’s risk assessment and internal control procedures is provided in the Audit Committee Report.
The principal risks are categorised under the following broad headings:
· investment risks;
· strategic and business risks;
· operational risks; and
· legal, regulatory and tax risks.
Increased Decreased No change
INVESTMENT RISKS
Principal Risk Mitigation
Market and discount risk
To manage this risk the Board and the
AIFM have appointed the Investment
Manager to manage the portfolio within
The Company aims to capitalise on the the remit of the investment objective
opportunities that exist due to and policy and borrowing limits.
inefficiencies in the pricing of Compliance with the investment policy
closed-ended funds and is exposed to and borrowing limits is monitored on a
fluctuations in the market prices of daily basis by the AIFM and reported to
those funds and their underlying the Board monthly.
assets. Additionally, the Company is
exposed to the risk that the market At the year-end the Company had 15.2%
price of its investments differs from borrowings (2024: 6.1%).
that of their NAV per share –
purchasing funds whose market price is The Investment Manager monitors the
at a discount to NAV per share can volatility, discount, quality of
result in significant gains on the underlying assets, and level of gearing
upside, but can also lead to exposure within the portfolio holdings and
to poorly performing companies. potential investments. The results of
this feed into the stock selection
The Company may use borrowing, the process and consideration of the
effect of which would be to amplify the portfolio constituents. In addition, the
gains or losses the Company Portfolio Managers report at each Board
experiences. meeting on the performance of the
portfolio, encompassing, inter alia, the
Investors should be aware that by rationale for stock selection decisions,
investing in the Company they are the make-up of the portfolio, and
exposing themselves to the market risks portfolio company updates.
associated with owning publicly traded
shares, and the additional discount Going forward, changes will be made to
risks specific to investing in MIGO’s portfolio to implement a higher
closed-ended funds. conviction approach in order to align
with the current opportunities in the
investment trust sector. This will see
MIGO’s portfolio expecting to
concentrate over time.
Cash, Interest rate, Other price,
Currency, Liquidity and Credit risk
For information on cash, interest rate,
other price, currency, liquidity and
credit risk please see Note 16 to the
Financial Statements.
STRATEGIC AND BUSINESS RISKS
Company’s business
objectives and strategy
The Company and its
shareholders are exposed to In managing this risk the Board reviews the
the risk, particularly if Company’s investment objective in relation to
the investment strategy and market and economic conditions and the performance
approach are unsuccessful, of its peers and discusses at each Board meeting
that the Company may be the Company’s future development and strategy.
viewed unfavourably
resulting in a widening of MIGO had a total of 45 holdings as at 30 April
the share price discount to 2025. The Board and AVI believe that, going
NAV per share. forward, larger stakes in a more targeted
investment company portfolio will enable more
Since the year-end, the influential engagement with boards, aiming to
Board and AVI have accelerate superior returns from the wide discount
concurrently decided to opportunities in the sector.
implement a higher
conviction approach to The Board monitors the discount trend and considers
managing MIGO, to align with how share price performance may be enhanced,
the current opportunities in including the effectiveness of marketing and the
the investment trust sector. possibility of share buybacks. Given the size of
This will see MIGO’s the Company, the Board is conscious of the impact
portfolio concentrating over of share buybacks on liquidity and the ongoing
time to focus on 10-15 core charges of the Company.
holdings.
Key person risk
The Board considers the make-up of the team
supporting the Portfolio Managers as part of its
annual review. During the year under review, Nick
Greenwood and Charlotte Cuthbertson worked as
Co-Portfolio Managers of MIGO within the wider team
of AVI, receiving any necessary support as and when
needed.
The loss of a key employee
of the Investment Manager Since the year-end, Nick Greenwood has informed the
could result in the Board and AVI that he wished to step back from his
deterioration of the role as MIGO’s co-manager after over 20 years’
performance of the Company. involvement with the Company. The Board has agreed
with AVI that, effective from 18 June 2025 ,
Charlotte Cuthbertson will be joined in co-managing
MIGO by Tom Treanor , Director and Fund Manager at
AVI. Charlotte and Tom will continue to be
supported by AVI’s wider 11-strong research team,
and Nick remains an AVI employee and will become a
consultant to the team.
Company duration risk
The Articles contain provisions for Shareholders to
elect to realise all or part of their holdings of
Every three years, the Ordinary shares at three-yearly intervals.
Company’s shareholders may
be offered a realisation The Board formulates the appropriate manner in
opportunity at the which such a realisation opportunity may be offered
discretion of the Board. based on feedback from the relevant service
Depending on the structure providers. In particular, the investor sentiment
of the realisation prior to the realisation opportunity in 2024 was
opportunity and the level of monitored by the Investment Manager and the
take-up, this could reduce Company’s corporate broker and only 5.3% of MIGO’s
the size of the Company to issued share capital was realised and bought back
an unattractive level. by the Company, a good result in current markets.
The next realisation opportunity is due to be
offered to shareholders in 2027.
Global Risk
Significant political and
economic change in the UK
and abroad might lead to
volatile markets impacting
the Company’s performance
and reduced investor
appetite for the Company’s
shares. Political and economic developments both in the UK
and world-wide are being monitored and discussed,
Global events, such as where relevant, between the Board and the
another pandemic, acts of Investment Manager as part of the portfolio review
war or terrorist attacks, at every Board meeting.
might affect the performance
of portfolio companies or The Portfolio Managers maintain a dialogue with the
result in the Company’s investee companies and monitor the impact of any
service providers being material events on their business, and update the
unable to meet their Board accordingly.
contractual duties.
Emerging technologies such
as Artificial Intelligence
(“AI”) present both
opportunities and, in the
absence of adequate
regulation, risks.
Ongoing charges risk
The Board of MIGO , together with many other
industry participants, has previously lobbied the
Association of Investment Companies and HM Treasury
to intervene to confirm that costs associated with
listed investment companies should be excluded from
the ‘single figure’ OCF across all retail product
and service categories because they are already
The ongoing charges figure reflected in the Company’s share price. This should
(“OCF”) is the charge paid show companies like MIGO as competitive as they
over a year quoted on the really are.
‘Key Investor Information’
(“KID”) document. The OCF A first consultation paper from the FCA in respect
has long been considered of the proposed new retail disclosure framework
misleading as it effectively does not, in the Board’s view, help consumers make
double counts the cost of better decisions. Listed investment companies
investing in other should not be included within the scope of the new
investment trusts. Whether “Consumer Composite Investment (“CCI”) Rules, as
actual and underlying costs listed investment companies are equities rather
are presented in one single than “products” and investors are shareholders who
figure or in a layered are served and protected under the UK Listing
approach, many platforms and Rules, including in relation to disclosure of costs
readers will add them up, and expenses which can be easily viewed in the
and in an industry where low companies’ report and accounts.
fee levels are sometimes
misunderstood as the Furthermore, the FCA’s proposed new approach, as
simplest way to evaluate how currently drafted, will prevent investment
value is delivered, this can companies like MIGO from competing effectively.
become a problem. Misleading cost disclosures will make the whole
sector look more expensive than it really is,
thereby reducing demand and liquidity. The Board of
MIGO supports the AIC’s recommendations to support
the competitiveness of the whole UK financial
services industry by ending misleading aggregation
of costs and abolishing the requirements for
client-facing firms to provide an aggregated
“single figure” cost to investors.
OPERATIONAL RISKS
Service provider risk
The Board is reliant on the To manage these risks the Board: receives reports
systems of the Company’s from the AIFM and Frostrow Capital LLP on
service providers and as compliance with applicable laws and regulations;
such a disruption to, or a reviews internal control reports and key policies
failure of, those systems of the AIFM, Investment Manager, Custodian and
could lead to a failure to Frostrow; reviews reports from the Depositary;
comply with law and maintains a risk matrix which details the risks to
regulations leading to which the Company is exposed and the controls
reputational damage to the relied upon to manage those risks; and receives
Company – either directly or updates on pending changes to the legal and
by association with the regulatory environment and progress towards the
service provider in question Company’s compliance with any relevant future
– and/or financial loss. changes.
This encompasses disruption The service providers of the Company have again
or failure caused by cyber confirmed that they have all necessary business
crime or hybrid working continuity procedures in place including enabling
practices and covers staff to work from home, increased IT and cyber
dealing, trade processing, security awareness and holding team and client
administrative services, meetings via video conference calls as and when
financial and other required. The Board continues to monitor the
operational functions. performance of all service providers.
LEGAL, REGULATORY AND TAX
RISKS
ESG and Climate Change Risk
Risks related to the
environment, social issues At every Board meeting, the Board receives updates
and governance (ESG) such as including information on governance-related issues,
the impact of climate change from the Portfolio Managers and the Company
or bad governance on Secretary.
portfolio companies, MIGO
itself or its service Due to the nature of the Company and its investment
providers could have an policy, any investment decisions can only, at best,
adverse impact on have a limited effect on climate change and ESG
operational performance and issues. Details of the Investment Manager’s ESG
may lead to a reduction in approach can be found in the “Responsible
demand for the Company’s Investing” section on AVI’s website
shares as investors seek www.assetvalueinvestors.com/responsible-investing/.
greater ESG oversight in
their portfolios.
UK Legal and Regulatory Risk
The Company and/or the The Board monitors regulatory change with the
Directors might fail to assistance of Frostrow and its external
comply with legal professional advisers to ensure compliance with
requirements in relation to applicable laws and regulations including the
FCA dealing rules and Companies Act 2006, the AIFMD, the Corporation Tax
procedures, the UK AIFMD, Act 2010 (“Section 1158”), the Market Abuse
the UK Listing Rules, the Regulation (“MAR”), the Disclosure Guidance and
Companies Act 2006, relevant Transparency Rules (“DTRs”) and the FCA’s UK
accounting standards, the Listing Rules.
Bribery Act 2010, the
Criminal Finances Act 2017, The Board reviews compliance reports and internal
the Association of control reports provided by its service providers,
Investment Companies (“AIC”) as well as the Company’s financial statements and
Statement of Recommended revenue forecasts.
Practice (“SORP”), GDPR, tax
regulations or any other The Depositary reports twice yearly to the Audit
applicable regulations. Committee, confirming that the Company has been
managed in accordance with the AIFMD, MIGO’s
This could result in Articles of Association and with investment
reputational damage to the restrictions and leverage limits.
Company or in its shares
being suspended from listing The Directors attend seminars and conferences to
which would result in a loss keep up to date on regulatory changes and receive
of investment trust status industry updates from the Company Secretary. The
and gains within the Company Secretary also presents a quarterly report
portfolio being subject to on changes in the regulatory environment, including
Capital Gains Tax. AIC updates, and how changes have been addressed.
Emerging Risks
The Company has carried out a detailed assessment of its emerging and principal risks. The International Risk Governance Council’s definition of an “emerging” risk is one that is new or is a familiar risk in a new or unfamiliar context or under new context conditions (re-emerging). Failure to identify emerging risks may cause reactive actions rather than being proactive and, in a worst-case scenario, could cause the Company to become unviable or otherwise fail or force the Company to change its structure, objective or strategy.
The Audit Committee reviews a risk register twice yearly. Emerging risks are discussed in detail as part of this process to try to ensure that both emerging and well-known risks are identified and mitigated as far as possible. Any emerging risks and mitigations are added to the risk register.
Last year’s emerging risks of a deteriorating economic environment in many countries, inflation, an ongoing cost of living crisis and wars in
Whilst it is not possible to mitigate the above emerging risks directly, the Board regularly reviews the premium and discount levels and considers ways in which share price performance may be enhanced to prevent MIGO becoming unattractive to shareholders. The Investment Manager, Frostrow and Deutsche Numis are in regular contact with larger investors to ensure that MIGO’s objective is still in line with shareholders’ objectives. There are also regular updates for all shareholders by way of factsheets, annual and half-yearly reports and other documentation on the Company’s website.
The experience and knowledge of the Directors is useful in these discussions, as are update papers and advice received from the Board’s key service providers such as the AIFM and Investment Manager and the Company’s corporate broker. In addition, the Company is a member of the AIC, which provides regular technical updates, draws members’ attention to forthcoming industry and regulatory issues and advises on compliance obligations.
Going Concern
The content of the Company’s portfolio, trading activity, the Company’s cash balances and revenue forecasts, and the trends and factors likely to affect the Company’s performance are reviewed and discussed at each Board meeting.
The Board has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity, on the Company’s NAV, its cash flows and its expenses.
Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Long-Term Viability Statement, the Company’s cash balances, and the liquidity of the Company’s listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
The Directors have also considered the fact that shareholders were again offered a realisation opportunity in 2024 with the option to either retain or realise their investment. Only 5.3% of issued share capital was realised in difficult market conditions which the Board sees as a strong endorsement of MIGO going forward.
The changes to the management of MIGO and its portfolio have also been received positively by the market following the announcement on
Long-Term Viability Statement
In accordance with the
In addition, the realisation opportunity is offered to shareholders every three years.
To make the assessment and in reaching the conclusion of long-term viability, the Audit Committee has considered the Company’s financial position and its ability to liquidate its portfolio and meet its liabilities as they fall due:
· the portfolio is principally comprised of investments traded on major international stock exchanges. Based on historic analysis, 81.6% of the current portfolio could be liquidated within 30 trading days and 54.0% in seven days under normal market conditions. Even with a more concentrated portfolio going forward, the Board expects that the majority of investments can be liquidated speedily if necessary.
· 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 non-executive Directors. Consequently, it does not have redundancy or other employment-related liabilities or responsibilities.
Stress tests and scenarios which considered the impact of severe stock market volatility on the Company’s NAV, expenses, cash flows and ability to meet its liabilities were undertaken. The results demonstrated that even in the most stressed scenario MIGO would have sufficient cash or would be able to liquidate a sufficient portion of its listed holdings, in order to be able to meet its liabilities as they fall due. Based on the information available to the Directors at the time, it was concluded that it was reasonable for the Board to expect that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.
The Directors have also considered the fact that the majority of shareholders decided to hold on to their shares following the Realisation Opportunity in
Finally, AVI as the Company’s AIFM and Investment Manager is not proposing to change MIGO’s existing investment policy apart from establishing a higher-conviction portfolio and having a more activist approach. Established in 1985, AVI is an experienced manager of investment trusts, and the Board expects MIGO to benefit from AVI’s deep sector expertise and supportive analyst resource as well as its distribution and marketing channels. Further information can be found in the Chairman’s Statement.
The Audit Committee considers the potential impact of the Company’s principal risks and various severe, but plausible, downside scenarios, as well as the following assumptions in considering the Company’s longer-term viability:
· there will continue to be demand for investment trusts;
· investors will wish to continue to have exposure to the type of companies that the Company invests in, namely closed-ended investment funds;
· the Board and the Investment Manager will continue to adopt a long-term view when making investments;
· the threats to the Company’s solvency or liquidity incorporated in the Principal Risks will be managed or mitigated as outlined above;
· regulation will not increase to a level that makes running the Company uneconomical; and
· the performance of the Company will continue to be satisfactory.
The continuing uncertainty in the global economy as well as the ongoing wars in
Furthermore, the Audit Committee considered the operational resilience of the Company’s service providers, and thereby the operational viability of the Company. During the year under review all key service providers have again been contacted with regard to their business continuity systems as well as their IT and cyber security systems to prevent fraudulent activity of any kind. No issues were raised and the Audit Committee was reassured that all key service providers were operating well and to their normal high service standards.
Based on the results of this review, the Directors have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.
Management Arrangements
AIFM and Investment Manager
Under the terms of the IMA, the AIFM and Investment Manager provides, inter alia , the following services:
· risk management services;
· monitoring the Investment Manager’s compliance with the Company’s investment objective and investment policy and reporting any non-compliance in a timely manner to the Investment Manager and the Board;
· determining the net asset value per share on a daily basis;
· maintaining professional indemnity insurance at the level required under the AIFM Rules;
· preparing the monthly factsheets for the Company;
· upholding compliance with applicable tax, legal and regulatory requirements;
· seeking out and evaluating investment opportunities;
· deciding the manner by which monies should be invested, divested, retained or realised;
· deciding 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.
During the year ended
Since the year-end, the
In addition, as part of the revised fee structure, AVI will reinvest 25% of any performance fee paid into MIGO shares, subject to an aggregate 5% cap on AVI’s interest in MIGO shares, and a minimum 3-year hold period for shares acquired under this mechanism.
If the Company as a whole moves to a realisation basis following a future Realisation Opportunity, then the AIFM will be paid 0.5% of the adjusted market capitalisation of the Company as a whole.
Details of the fees paid to the AIFM for its services during the year are set out in note 3 to the Financial Statements.
The Company invests in
The IMA may be terminated by six months’ written notice from either party subject to the provisions for earlier termination as set out therein.
There are no specific provisions contained within the IMA relating to compensation payable in the event of termination of the agreement other than the entitlement to fees which would be payable within any notice period.
Continuing Appointment of the AIFM and Investment Manager
The Board, through the Management Engagement Committee, keeps the performance of the AIFM and Investment Manager under review. It is the opinion of the Directors that the relationship with AVI is working well and that the appointment of AVI as AIFM and Investment Manager is in the best interests of shareholders as a whole. In coming to this decision, the Board took into consideration, inter alia , the following:
·
That, further to the announcement on
· That the investment performance of MIGO is encouraging relative to that of the markets in which the Company invests.
· That the remuneration of the AIFM and Investment Manager is reasonable. In particular, the Board believes that the proposed changes reinforce MIGO’s commitment to leading investment company best practice, by proactively aligning the portfolio to the investment opportunity, and strengthening alignment between shareholders, Investment Manager and Board.
Company Secretary, Marketing and Administration
Company secretarial, marketing, and administrative services are provided by
Frostrow provides the following services, inter alia , under its agreement with the Company:
· marketing and shareholder services;
· administrative and company secretarial services;
· advice and guidance in respect of corporate governance requirements;
·
maintenance of the Company’s accounting records together with Waystone (previously:
· preparation of the annual and half yearly reports; and
· ensuring compliance with applicable legal and regulatory requirements.
In light of the high level of service provided by Frostrow in these areas, it is the opinion of the Directors that the continuing appointment of Frostrow is in the best interest of shareholders.
Details of the fees paid to Frostrow for their services during the year are set out in note 4 to the Financial Statements.
Company Promotion
Promotion of the Company is carried out by the Company’s advisers AVI, Frostrow,
In particular, AVI, Frostrow and Deutsche Numis together provide a continuous, pro-active marketing, distribution and investor relations service by actively engaging with professional investors, typically discretionary wealth managers, some institutions, family offices, IFAs 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.
There is a continuous programme of one-to-one meetings with professional investors around the
Frostrow produces many key corporate documents, including annual and half
-
yearly reports. All Company information and invitations to investor events, including updates from the Investment Manager on portfolio and market developments, are regularly emailed to a growing database, overseen by Frostrow, consisting of professional investors across the
The Company continues to benefit from regular press coverage, with articles appearing in respected publications that are widely read by both professional and self - directed private investors. The latter typically buy their shares via retail platforms, which account for a significant proportion of the Company’s share register.
Depositary and Custodian
J.P.
Stakeholder Interests and Board Decision-Making (Section 172 Statement)
The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006. In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view on consequences of the decisions they make as well as aiming to maintain a reputation for high standards of business conduct and fair treatment between the members of the Company.
Fulfilling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below.
To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when they first join the Board as well as receiving regular and ongoing updates and training on the relevant matters. Induction and access to training is provided for new Directors. They also have continued access to the advice and services of the Company Secretary and, when deemed necessary, the Directors can seek independent professional advice at the Company’s expense. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees, are reviewed on an annual basis and further describe Directors’ responsibilities and obligations and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company’s risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company’s risk register and are subject to periodic and regular reviews and monitoring.
Stakeholders
A company’s stakeholders are normally considered to comprise its shareholders, its employees, its customers, its suppliers as well as the wider community in which the company operates and impacts. The Company is different in that as an externally managed investment trust it has no employees and, significantly, its customers are synonymous with its shareholders. In terms of suppliers, the Company receives professional services from a number of different service providers, principal among them being the Investment Manager. The Directors believe that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders. The Board engages with representatives from its service providers throughout the year. Representatives from the Investment Manager and Frostrow are in attendance at each Board meeting. The services provided by the Investment Manager and Frostrow are fundamental to the long-term success of the Company. Furthermore, the Board believes that the wider community in which the Company operates encompasses its portfolio of investee companies and the communities in which they operate.
Details of how the Board considers the needs and priorities of the Company’s stakeholders and how these are taken into account during all its discussions and as part of its decision-making are detailed below. All discussions involve careful consideration of the longer- term consequences of any decisions and their implications for stakeholders.
Further details are set out below:
WHO? WHY? HOW?
How the board, the portfolio
Stakeholder group The benefits of engaging with manager and administrator have
the company’s stakeholders engaged with the company’s
stakeholders
The Investment Manager,
Frostrow and the Company’s
corporate broker, on behalf of
the Board, complete a
programme of investor
relations throughout the year.
An analysis of the Company’s
shareholder register is
provided to the Directors at
each Board meeting along with
marketing reports from
Frostrow. The Board reviews
and considers the marketing
plans on a regular basis.
Reports from the Company’s
corporate broker on investor
Continued shareholder support sentiment and industry issues
and engagement are critical are submitted to the Board.
to the continued existence of
the Company and the delivery Key mechanisms of engagement
of its long-term strategy. include:
Clear communication of the · the Annual General Meeting
Company’s strategy and the where shareholders have the
performance against the opportunity to meet the
Company’s objective can help Directors and Portfolio
the share price trade at a Managers and to ask questions;
narrower discount or a wider
premium to its net asset · the Annual and Interim
value per share which Reports of the Company,
benefits shareholders. providing investors with a
clear understanding of MIGO’s
New shares can be issued to strategy, portfolio and
meet demand without diluting financial position;
net asset value per share for
Investors existing shareholders. · the daily publication of the
Increasing the size of the net asset value per share;
Company can benefit liquidity
as well as spread costs. · Stock Exchange
announcements;
In an effort to moderate the
discount at which shares · the Company’s website which
trade to their net asset hosts reports, video
value per share, the Company interviews with the Portfolio
can buy back shares if the Managers and monthly
Board considers this to be in newsletters; and
the best interest of the
Company and shareholders as a · one-on-one investor meetings
whole. Shares can either be and online webinars.
held in “treasury” or
cancelled. Any shares held in During the year under review,
treasury can later be sold in the Board engaged with
the market if conditions investors in respect of the
permit. The Company does not 2024 Realisation Opportunity
currently hold any shares in via Stock Exchange
treasury. announcements, the Company’s
annual report and the website,
where the process was set out
in detail.
Since the year-end, the Board
communicated to investors the
change of co-manager, the new
portfolio approach and a more
performance-driven fee
structure. An initial stock
exchange announcement was
followed by meetings with
shareholders and webinars by
the Portfolio Managers who
explained their vision for
MIGO’s portfolio changes in
more detail.
The Board meets regularly with
the Company’s Investment
Manager throughout the year
both formally at the scheduled
Board meetings and informally
as needed. The Board also
The relationship with the receives monthly performance
Investment Manager is and compliance reporting.
fundamental to ensuring the
Company meets its investment The Investment Manager’s
objective. attendance at each Board
meeting provides the
Engagement with the Company’s opportunity for the Investment
Investment Manager is Manager and Board to further
necessary to evaluate its reinforce their mutual
Investment Manager performance against the understanding of what is
Company’s stated strategy and expected from both parties.
to understand any risks or
opportunities this may Since the year under review,
present. the Board and the Investment
Manager have agreed a change
Engagement also helps ensure of co-managers for MIGO, a
that Investment Management more focused and activist
costs are closely monitored approach, a performance driven
and remain competitive. fee structure and another
possible capital return
mechanism in addition to the
Realisation Opportunity every
three years. For more
information please see the
Chairman’s Statement.
The Company contracts with
third parties for other The Board and Frostrow engage
services including: regularly with other service
depositary, custodian, providers both in one-to-one
investment accounting & meetings and via regular
administration as well as written reporting.
company secretarial and Representatives from service
registrars. The Company providers are asked to attend
Service Providers ensures that the third Board and Audit Committee
parties to whom the services meetings when deemed
have been outsourced complete appropriate. This regular
their roles in line with interaction provides an
their service level environment where topics,
agreements, thereby issues and business
supporting the Company in its development needs can be dealt
success and ensuring with efficiently and
compliance with its collegiately.
obligations.
Day-to-day engagement with
portfolio companies is
undertaken by the Investment
Manager. Details of how the
Investment Manager carries out
portfolio management as well
as information on its
investment approach can be
Gaining a deeper found in the Investment
understanding of the Manager’s Report. The Board
portfolio companies and their receives updates at each
strategies assists in scheduled Board meeting from
Portfolio Companies understanding and mitigating the Portfolio Managers on
risks of an investment as specific investments including
well as identifying future regular valuation reports and
potential opportunities. detailed portfolio and returns
analyses.
The Investment Manager’s
engagement with portfolio
companies includes active
voting at their annual general
meetings, discussions with
their stakeholders and on-site
visits where appropriate.
WHAT? OUTCOMES AND ACTIONS
What were the key topics of engagement? What actions were taken, including
principal decisions?
Key topics of engagement with investors
-- The Investment Manager, Frostrow
and the Company’s corporate
broker meet regularly with
shareholders and potential
investors to discuss the
Company’s strategy, performance,
the portfolio and any other
issues which might be raised.
-- Board lobbying of the FCA
-- Ongoing dialogue with (please see Chairman’s
shareholders concerning the Statement).
strategy of the Company, -- Shareholders are provided with
performance and the portfolio. performance updates via the
-- Ongoing dialogue about the Company’s website as well as the
impact of regulation and cost usual financial reports, monthly
disclosures. factsheets, Stock Exchange
-- During the year, discussions announcements and podcasts.
were held in respect of the -- Documents in respect of the
2024 Realisation Opportunity. choices available to investors
-- Since the year-end, the Board under the 2024 Realisation
and the Investment Manager have Opportunity were uploaded on the
agreed a change of co-managers Company’s website and were
for MIGO, a more focused and explained both on the website
activist approach, a and in the annual report.
performance driven fee 1,188,066 shares were realised
structure and another possible in the course of the exercise,
capital return mechanism in or 5.30% of shares in issue
addition to the Realisation which, in view of the markets at
Opportunity every three years. the time, the Board was able to
take as confirmation that the
majority of shareholders
continue to share the Board’s
positive outlook for MIGO.
-- The changes to the co-managers,
new portfolio approach and new
fee structure were communicated
to shareholders via a stock
exchange announcement, meetings
with shareholders and webinars.
Key topics of engagement with the Investment Manager on an ongoing basis
-- Portfolio composition, -- Updates are received by the
performance, outlook and Directors at every Board meeting
business updates as well as any and throughout the year in
particular issues of engagement respect of economic and other
with portfolio companies. factors which might impact on
-- Team composition investment decision making.
-- The impact of macro events on -- Events world-wide and their
their business and the impact on markets and the
portfolio. Company’s portfolio in
-- The impact of regulation and particular, are also being kept
cost disclosures. under observation by the Board
and the Portfolio Managers.
Other Service Providers
-- The Directors have frequent
engagement with the Company’s
other service providers through -- No specific action is currently
the annual cycle of reporting required as the reviews of the
and due diligence meetings or Company’s other service
discussions held by Frostrow on providers have been positive and
behalf of the Board. This the Directors believe their
engagement is completed with continued appointment is in the
the aim of maintaining an best interests of the Company.
effective working relationship
and oversight of the services
provided.
Portfolio Companies
-- In order to achieve better
liquidity, the Investment
Manager has lobbied a number of
The Investment Manager, on behalf of portfolio companies for
the Board, has engaged with a number of increasing buybacks and changes
portfolio companies: in capital structure and capital
allocation.
-- in order to create value for -- The Investment Manager is aware
shareholders, mainly to tighten that trusts perceived to be
discounts or to provide falling behind in ESG, including
liquidity. climate change concerns may be
-- in order to address ESG matters downrated by investors. This
including climate change. Many issue therefore makes up an
trusts have to deal with important part of the risk
increasing environmental assessment when looking at
legislation and are already possible investments.
working hard to improve their -- For the Investment Manager good
credentials. governance is the best way to
-- in order to achieve good ensure best value for
governance overall, as good shareholders. To this end,
governance means that board and environmental and social factors
management of portfolio as well as governance are
companies are aware and discussed in meetings with
proactive in their approach to managements.
all environmental and social For more information about the
issues. Investment Manager’s engagement with
portfolio companies, please see the
Investment Manager’s Report.
Culture and Business Ethics
The Directors agree that establishing and maintaining a healthy corporate culture among the Board members and in its interaction with the Investment Manager, other service providers and shareholders supports the delivery of the Company’s goals. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with all stakeholders.
The Company is committed to carrying out business in an honest and fair manner with a zero-tolerance approach to bribery, tax evasion and corruption. As such, policies and procedures are in place to prevent these. As detailed in the Governance section, the Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity and Directors’ conflicts of interest. The Board assesses and monitors compliance with these policies as well as the general culture of the Board through Board meetings and, in particular, the annual evaluation process which is undertaken by each Director (for more information please see the performance evaluation section in the Corporate Governance Report).
The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy. It also seeks to appoint the best possible service providers, including the Investment Manager, and evaluates their remit, performance and cost effectiveness on a regular basis. The Board considers the culture of the Investment Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and, in particular, during the annual review of the performance and continuing appointment of all service providers through its Management Engagement Committee.
Environmental, Human Rights and Social Issues
The Company has no employees and the Board consists entirely of non-executive Directors. Day-to-day management of the Company’s business is delegated to the Investment Manager. As an investment trust that invests in other funds, the Company has very limited direct impact on the community or the environment and therefore the Company itself has no environmental, human rights, social or community policies. However, the Company acknowledges that it can have an indirect impact on the community or the environment, based on the portfolio companies that the Investment Manager invests in. Therefore, ESG matters including climate change are frequently discussed in meetings with portfolio companies, and are also part of the risk assessment when deciding on whether an investment should be made. For further details please see the Investment Manager’s Report and the Business Review.
As an investment company, the Company does not provide goods or services in the normal course of business and does not have customers. All its operational functions are outsourced to third-party service providers. 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 low risk in this regard. In carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
The Board expects its principal service providers also to have appropriate governance policies in place.
The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or property and, as such, it is exempt from the
The Company does not have explicit sustainability investment objectives or policies and will not seek to apply a sustainability label under the FCA’s
AVI reports on its own environmental, social and governance (“ESG”) objectives and approach on their website www.assetvalueinvestors.com/responsible-investing/
AVI also became supporters of the TCFD in
· to incorporate ESG issues into investment analysis and decision making processes;
· to be an active owner and incorporate ESG issues into our ownership policies and practices;
· to seek appropriate disclosure on ESG issues by the entities in which we invest;
· to promote acceptance and implementation of the PRI within the investment industry;
· to work with the PRI Secretariat and other signatories; and
· to report on activities and progress towards implementing the PRI.
The risks associated with climate change represent an increasingly important issue and the
Performance and Future Developments
The Board concentrates its attention on the Company’s investment performance, the Investment Manager’s investment approach and on factors that may have an effect on this approach.
The Board monitors the performance of the Company’s investment portfolio in relation to the Investment Objective and also its peer group.
The Board is regularly updated by Frostrow on wider investment trust industry issues and regular discussions are held concerning the Company’s future development and strategy.
A review of the Company’s performance during the year ended
The Company’s overall objective and strategy remain unchanged, but the Board is excited about the changes which have been agreed since the year end to the management team, portfolio approach and fee structure of MIGO, which will allow the Company to remain in an optimal position to capitalise on the substantial current opportunities in the sector.
For and on behalf of the Board of Directors
Chairman
Governance / Directors
Board of Directors
at the time of publication of this annual report
Independent Non-Executive Chairman
Joined the Board on
Richard is also the Chairman of the Management Engagement Committee
Shareholding in the Company
87,000
Skills and Experience
Formerly, he was a partner and manager of the
Other Appointments
Richard is currently chairman of Aberforth Smaller Companies Trust plc.
Standing for re-election
Yes
Independent Non-Executive Director
Joined the Board on
Caroline is the Chairman of the Audit Committee and Senior Independent Director
Shareholding in the Company
10,000
Skills and Experience
Formerly an Executive Director with EY, Caroline spent a 25 year career working with investment trusts and open ended investment companies, including audit, fund launches, reconstructions and mergers.
She is a member of the
Other Appointments
She is currently a non-executive director and chairman of the audit committee of abrdn European Logistics Income plc. and
Standing for re-election
Yes
Independent Non-Executive Director
Joined the Board on
Shareholding in the Company
6,115
Skills and Experience
Lucy is a specialist in marketing strategy and investor relations in the investment trust sector. Formerly a director at Citigroup heading the emerging markets ECM team in
Other Appointments
She is currently working part
-
time for
Standing for re-election
Yes
Independent Non-Executive Director
Joined the Board on
Shareholding in the Company
9,053
Skills and Experience
Ian is an advertising professional, formerly a creative director at Publicis Groupe then CEO of subsidiary Masius. In 2008 he set up a new agency for
Other Appointments
He is currently CEO of AML, which has recently been acquired by Selbey Anderson, the UK’s fastest-growing marketing services group, of which Ian is now also chief creative officer.
Standing for re-election
Yes
Directors’ Report
Committee Member Key
Chair of Management Engagement Committee
Chair of Audit Committee
All independent Directors serve on both the Audit Committee and the Management Engagement Committee.
The Directors present this Annual Report on the affairs of the Company together with the audited financial statements and the Independent Auditors’ Report for the year ended
In accordance with the requirement for the Directors to prepare a Strategic Report and a Directors’ Remuneration Report for the year ended
Information about the Directors’ interests in the Company’s ordinary shares is included within the Directors’ Remuneration Report.
The Corporate Governance Statement forms part of this Directors’ Report.
Business and Status of the Company
The Company is registered in
The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from
The Company is a member of the
Alternative Performance Measures
The financial statements set out the required statutory reporting measures of the Company’s financial performance. In addition, the Board assesses the Company’s performance against a range of criteria which are viewed as particularly relevant for the Company and investment trusts, which are summarised under “Financial Highlights” and explained in greater detail in the Strategic Report, under the heading ‘Key Performance Indicators’.
The Directors believe that these measures enhance the comparability of information between reporting periods and aid investors in understanding the Company’s performance. The measures used for the year under review have remained consistent with the prior year.
Definitions of the terms used and the basis of calculation adopted are set out in the Glossary.
Directors
The Directors in office during the whole year and up to the date of this report are
None of the Directors nor any persons closely associated with them had a material interest in the transactions, arrangements and agreements of the AIFM or the Investment Manager during the year. For information on related parties please see note 17 to the Financial Statements.
The Board has adopted a policy whereby all Directors are required to stand for re-election annually, regardless of their length of tenure.
The Board has concluded, following formal performance evaluation, that each of the Directors continues to demonstrate effectiveness, a high level of commitment to the Company, independence from the Investment Manager and a keen desire to act in the best interests of the shareholders as a whole. Furthermore, the Board considers that the experience, expertise and knowledge contributed by each Director is of notable benefit to the Company. Accordingly, the Board recommends the re-election of each of the Directors at the forthcoming Annual General Meeting (“AGM”), details of which are set out at the back of this document.
Directors’ and Officers’ Liability Insurance Cover
Directors’ and Officers’ liability insurance cover was maintained by the Board during the year ended 30
There are no qualifying third party indemnity provisions in place.
Beneficial Owners of Shares – Information Rights
The beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under Section 146 of the Companies Act 2006 are required to direct all communications to the registered holder of their shares rather than to the Company’s registrar,
Securities Carrying Voting Rights
There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no arrangements known to the Company between holders of securities that may restrict the transfer of securities; and no agreements to which the Company is party that might affect its control following a successful takeover bid.
Substantial Interests in the Company’s Share Capital
The Company was aware of the following substantial interests in the Company’s voting rights as at 30 April and
Number of ordinary % of
As at 30 April 2025 shares held voting rights
Hargreaves Lansdown, stockbrokers (EO) 2,118,721 11.01
Interactive Investor (EO) 1,868,238 9.71
AJ Bell, stockbrokers (EO) 1,734,634 9.01
Raymond James Investment Services 1,435,874 7.46
Rathbones 1,214,098 6.31
Transact (EO) 1,146,447 5.96
Charles Stanley 894,226 4.65
Quai Investment Services 866,923 4.50
Canaccord Genuity Wealth Management (ND) 833,200 4.33
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
Number of ordinary % of
As at 30 June 2025 shares held voting rights
Hargreaves Lansdown, stockbrokers (EO) 2,062,223 10.90
AJ Bell, stockbrokers (EO) 1,849,007 9.77
Interactive Investor (EO) 1,828,262 9.66
Raymond James Investment Services 1,317,463 6.97
Rathbones 1,241,778 6.56
Transact (EO) 1,125,950 5.95
Charles Stanley 906,070 4.79
Quai Investment Services 866,923 4.58
Canaccord Genuity Wealth Management (ND) 864,700 4.57
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
Capital Structure
As at the date of this report, the Company’s share capital comprises 18,910,363 Ordinary shares of 1p each with one vote per share. The Company’s articles of association (“Articles”) contain provisions enabling shareholders to elect at three-year intervals for the realisation of all or part of their holdings of Ordinary shares ("Realisation Opportunity"). The last Realisation Opportunity was offered in
The Articles give the Company flexibility as to how it chooses to deliver each Realisation Opportunity. The Articles provide that the Company may, at the Board’s discretion, make available to shareholders the opportunity to make an election to request that all or part of the Ordinary shares they hold be placed, repurchased, or purchased out of the proceeds of an issue of new Ordinary shares, or purchased under a tender offer or by a market maker (a “Realisation Sale Election”). However, if Realisation Sale Elections cannot be satisfied in their entirety through the placing and/or repurchase mechanism(s), all remaining elected shares will be converted into realisation shares (“Realisation Shares”) instead. The Articles also provide that, if the Company does not make available to shareholders an opportunity to make a Realisation Sale Election, shareholders may instead serve an election requesting that all or part of their Ordinary shares be converted into Realisation Shares.
Following any re-designation of Ordinary shares into Realisation Shares, the Company's portfolio will be split into two pools, which will be accounted for as two separate sub-portfolios, being (i) the continuation pool and (ii) the realisation pool, pro rata as nearly as practicable to the number of continuing Ordinary shares and Realisation Shares respectively in existence as at the date on which the share capital of the Company is reorganised.
Assets and liabilities will be allocated between the continuation pool and the realisation pool in such manner as in the Board's opinion best achieves the objective of splitting the Company's assets fairly between the continuation pool and the realisation pool. In particular, the Board may increase the proportion of cash to be allocated to a particular pool if it considers it would be equitable to both holders of Realisation Shares and continuing Ordinary shares to do so, or if it determines that it is necessary or desirable to retain cash for the Company's working capital purposes, it may decrease the proportion of cash to be so allotted and the Board may choose an alternative allocation, or subsequently rebalance the pools, in respect of non-cash assets if it considers a pro rata allocation to be impracticable or that to do so would be equitable to both holders of Realisation Shares and continuing Ordinary shares.
The costs and expenses of re-designating any elected shares as Realisation Shares and the costs and expenses of admitting Realisation Shares to trading on the
The continuation pool will be managed in accordance with the Company's current investment objective and policy, whilst the realisation pool will be managed in accordance with an orderly realisation programme with the aim of making progressive returns of cash to holders of Realisation Shares. The precise mechanism for any return of cash to holders of Realisation Shares will depend upon the relevant factors prevailing at the time and will be determined at the discretion of the Board, but may include a combination of capital distributions, share buybacks and tender offers. The price of shares purchased by the Company may be paid out of the share capital, share premium, retained earnings or any other source to the fullest extent permitted under the Companies Act 2006.
The creation of Realisation Shares and the splitting of the Company’s portfolio into the continuation and realisation pools are, however, conditional upon the aggregate net asset value attributable to the Company’s continuing Ordinary shares being at least £30 million (the “£30m NAV Threshold”). If the £30m NAV Threshold is not met, no elected shares will convert into Realisation Shares and the Company’s portfolio will not be split into two pools. Instead, the Company’s investment objective and policy going forward will be to realise the Company’s assets on a timely basis with the aim of making progressive returns of cash to shareholders as soon as practicable.
There are currently no Realisation Shares in issue. The last Realisation Opportunity was offered in 2024, when only 5.3% of issued share capital, or 1,188,066 shares, were realised and bought back by the Company. It is expected that the next realisation opportunity will be offered to shareholders in 2027.
To ensure that MIGO remains nimble and is best able to exploit the relevant opportunity set, the Board also expects to introduce a capital return mechanism in the future to limit the Company’s NAV rising above £150m. To be implemented at the Board’s discretion to optimise shareholder alignment, this will also potentially provide liquidity for shareholders. The Board believes a capital return mechanism, combined with the revised fee structure, will avoid a misaligned incentive for AVI to gather assets rather than focus on delivering shareholder returns. More information will be shared with investors in due course.
Share Issues and Buybacks
The Directors have the authority to issue shares up to an aggregate nominal amount equal to one-third of the issued share capital of the Company. They also have authority to issue shares, or sell
The Company makes use of share buybacks and share issuances with the objective of achieving a sustainable low discount (or premium) to net asset value per share. Shares are not bought back – either for holding in
At
Treasury Shares
The Company may make market purchases of its own shares for cancellation or for holding in
Global Greenhouse Gas Emissions for the Year ended 30 April 2025
The Company is an investment trust, with neither employees nor premises, nor has it any financial or operational control of the assets which it owns. It has no greenhouse gas emissions to report from its operations nor does it have responsibility for any other emissions – producing sources as defined in the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, including those within the Company’s underlying investment portfolio. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Directors’ Report is prepared and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria.
Requirements of the UK Listing Rules
Modern Slavery Act 2015
The Company does not provide goods or services in the normal course of business, and as a financial investment vehicle, does not have customers. Therefore, the Directors do not consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking. 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 any Director or associated persons when acting on behalf
of the Company, from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the
The Board applies the same standards to its service providers in their activities for the Company.
A copy of the Company’s Anti-Bribery and Corruption Policy can be found on its website at www.migoplc.co.uk. This policy is reviewed annually by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017, the Board 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 at www.migoplc.co.uk. The policy is reviewed annually by the Audit Committee.
Political Donations
The Company has not made and does not intend to make any political donations.
Corporate Governance
The Corporate Governance report, which includes the Company’s corporate governance policies is set out below.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange of information commissioned by the
Articles of Association
Any amendment of the Company’s Articles of Association requires a special resolution to be passed by shareholders.
Annual General Meeting
The full Notice of the Annual General Meeting together with explanatory notes is set out at the back of this document. The following resolutions will be proposed as special business:
Resolution 9: Authority to allot shares up to approximately one-third of the ordinary shares in issue;
Resolution 10:
Authority to issue new shares or sell shares from
Resolution 11:
Authority to buy back up to 14.99% of shares in issue at the time of the AGM, either for cancellation or for placing into
Resolution 12: Authority to hold general meetings (other than AGMs) on at least 14 days’ notice.
Resolution 9 will be put to shareholders as an ordinary resolution and Resolutions 10 to 12 will be proposed as special resolutions.
Ordinary resolutions require that more than 50% of the votes cast at the relevant meeting must be in favour of the resolutions for them to be passed. Special resolutions require that at least 75% of the votes cast must be in favour of the resolutions for them to be passed.
Recommendation
The Directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
AGM Arrangements
The AGM will be held on Thursday,
Shareholders are encouraged to view the Company’s website, www.migoplc.co.uk for further information nearer the time. Questions can be submitted to the Company Secretary at info@frostrow.com.
Shareholders are also strongly encouraged to exercise their votes in respect of the meeting in advance. Voting by proxy will ensure that all shareholders’ votes are registered in the event that attendance at the AGM is not possible or restricted or if the meeting is postponed. Further details about the voting process can be found in the Notice of Meeting at the back of this document. The results of the AGM will be made public via a regulatory announcement and posted on the Company’s website at www.migoplc.co.uk after the meeting.
Significant votes against at the 2024 Annual General Meeting
At the Company’s 2024 Annual General Meeting, 22.50% of the total shares voted in respect of Resolution 14: to authorise the Company to re-purchase Elected shares in the market, and 22.58% of the total shares voted in respect of Resolution 15: to authorise the Company to re-purchase Realisation shares in the market, were lodged against the Resolutions. In line with
The Board notes that the Resolutions had been carefully drafted to provide maximum flexibility for the Company to deal with any unplaced Elected shares and with Realisation shares, following the 2024 Realisation Opportunity. Fortunately, the 2024 Realisation Opportunity did not require the implementation of the mechanisms that Resolutions 14 and 15 provided. Nonetheless, the Board understands the technical principles under which some shareholders have chosen to vote against these Resolutions, particularly in the very unlikely event that they had needed to be fully utilised, and also notes that buybacks are subject to shareholder elections and market conditions, limiting arbitrary use.
The Board further acknowledges the significant shareholder support for its approach to returning capital via a range of mechanisms (including from shareholders who voted against Resolutions 14 and 15) and notes the limited election for the 2024 Realisation Opportunity, which totalled 5.3% of MIGO’s issued share capital. This amount was bought back on
The Board takes the result of the 2024 Realisation Opportunity and broader feedback on its realisation approach as a strong endorsement for the Company’s strategy, particularly given the opportunities that the Portfolio Mangers see. The Board continues to have an open dialogue with shareholders on the approach to offering mechanisms to exit investments, which can be seen as positive for liquidity.
Audit Information
The Directors who held office at the date of this report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditors are unaware and each Director has taken all the steps that he/ she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information.
On behalf of the Board
Chairman
Corporate Governance Report
The Board and its Committees
Responsibility for effective governance lies with the Board whose role is to promote the long-term success of the Company. The Governance framework of the Company reflects the fact that as an externally-managed investment company it has no employees and currently outsources portfolio management to
The Board
Chairman –
Three additional non-executive Directors, all considered independent. (Please see above). Senior
Independent Director -
Key responsibilities:
-- to provide leadership and set strategy, values and standards within a
framework of prudent effective controls which enable risk to be assessed
and managed;
-- to ensure that a robust corporate governance framework is implemented;
and
-- to challenge constructively and scrutinise performance of all outsourced
activities.
Audit Committee
Chairman:
All independent Directors
(The Chairman of the Board is also a member of the Committee)
Key responsibilities:
-- to monitor the integrity of the Company’s Annual Report and financial
statements and of the half-yearly report;
-- to oversee the risk and control environment; and
-- to have primary responsibility for the relationship with the Company’s
external auditors, to review their independence and performance, and to
determine their remuneration.
Meetings are held at least twice yearly and are arranged to coincide with the publication of the Company’s financial statements.
The Audit Committee Report is set out below.
Management Engagement Committee
Chairman:
All independent Directors
Key responsibilities:
-- to review the performance and remuneration of the AIFM and the
Investment Manager’s obligations under the IMA and Delegation Agreement
and to consider any variation to the terms of these agreements; and
-- to review regularly the contracts, the performance and remuneration of
the Company’s other principal service providers.
Meetings are held at least once a year.
The work of the Management Engagement Committee is set out in the Business Review.
Copies of the full terms of reference, which clearly define the responsibilities of each committee, can be obtained from the Company Secretary and can be found on the Company’s website at www.migoplc.co.uk. They will also be available for inspection at the AGM.
The Directors have decided that, given the size of the Board, it is not necessary to form separate remuneration and nomination committees. The duties that would normally fall to those committees are carried out by the Board as a whole.
Corporate Governance Statement
The Company is committed to the highest standards of corporate governance and the Board is accountable to shareholders for the governance of the Company’s affairs.
The Board of
The Board considers that reporting against the principles and provisions of the AIC Code (which has been endorsed by the
The AIC Code is available on the AIC’s website www.theaic.co.uk and the
The Company has no Remuneration Committee, but otherwise has complied with the principles and provisions of the AIC Code.
The Chairman of the Board is also a member of the Audit Committee, but this is considered acceptable due to his independence and the small number of Directors. However, under the terms of reference of the Audit Committee, the Chairman of the Board may not act as the Chairman of the Audit Committee.
The Corporate Governance Statement forms part of the Directors’ Report.
In addition to the above, the Board also notes the publication of the new
The Board
The Board is responsible for the effective governance and the overall management of the Company’s affairs. The governance framework of the Company reflects the fact that as an investment company it outsources investment management services to
The Board’s key responsibilities are to set the strategy, values and standards; to provide leadership within a controls framework which enable risks to be assessed and managed; to challenge constructively and scrutinise performance of all outsourced activities; and to review regularly the contracts, performance and remuneration of the Company’s principal service providers and Investment Manager. The Board is responsible for all matters of direction and control of the Company, including its investment policy, and no one individual has unfettered powers of decision.
The Board consists of four non-executive Directors, who have substantial recent and relevant experience of investment trusts and financial and public company management. The Directors possess a wide range of business and financial expertise relevant to the Company and consider that they commit sufficient time to the Company’s affairs. Brief biographical details of the Directors, including details of their significant commitments, can be found above.
Other than their letters of appointment as Directors, none of the Directors has a contract of service with the Company nor has there been any other contract or arrangement between the Company and any Director at any time during the year. Directors are not entitled to any compensation for loss of office.
The role of the Board is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on which the Company generates and preserves value over the long term. The Strategic Report describes how opportunities and risks to the future success of the business have been considered and addresses, the sustainability of the Company’s business model and how its governance contributes to the delivery of its strategy.
The Company’s Objective and Investment Policy are set out in the Business Review.
Strategy issues and all material operational matters are considered at Board meetings.
Board Culture
The Board aims to enlist differences of opinion, unique vantage points and areas of expertise. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants. Strategic decisions are discussed openly and constructively.
The Board aims to be open and transparent with shareholders and other stakeholders, and for the Company to conduct itself responsibly, ethically and fairly in its relationships with service providers.
Diversity Policy
The Board supports the principle of boardroom diversity. The Company’s policy is that the Board and its committees should be comprised of directors who collectively display the necessary balance of professional skills, experience, length of service and industry knowledge and that appointments to the Board and its committees should be made on merit, against objective criteria, including diversity in its broadest sense.
The objective of the policy is to have a broad range of approaches, backgrounds, skills, knowledge and experience represented on the Board. The Directors believe that this will make the Board and its committees more effective at promoting the long-term sustainable success of the Company and generating value for shareholders by ensuring there is a breadth of perspective among the Directors and the challenge needed to support good decision making. To this end, achieving a diversity of perspectives and backgrounds on the Board and its committees will be a key consideration in any director search process.
The Board is aware that gender representation objectives have been set for
When appointing new Board members, the Directors will consider gender and ethnic diversity besides knowledge, skills and experience. However, the Board does not feel that it would be appropriate to set targets as all appointments are made on merit.
Board Diversity
The Board is supportive of the FCA’s
(i) at least 40% of the individuals on its board are women;
(ii) at least one of the senior board positions is held by a woman; and
(iii) at least one individual on the board is from a minority ethnic background.
The FCA’s disclosure requirements will serve as guidelines when appointing new Directors.
The Company has chosen to align its diversity reporting reference date with the Company’s financial year end and proposes to maintain this alignment for future reporting periods. The Company has met two of the three targets on board diversity as at its chosen reference date,
The relatively small size of the Company’s Board, and therefore more infrequent vacancies and opportunities for recruitment make achieving diversity on the Board a more challenging, but ongoing, process. As succession planning of the Board progresses over future years, the Company will continue to strive for increased diversity on its Board through its Diversity Policy. Further details on the Company’s appointment process can be found under Appointments to the Board below.
As required under UKLR 6.6.6(10), further details in respect of the three targets outlined above as at 30
(a) Table for reporting on gender identity or sex
No. of Board Number of senior
As at 30 April 2025 members Percentage positions on the Board*
Men 2 50% 1 (Chair of the Board)
Women 2 50% 1 (Audit Chair and SID*)
Not specified / prefer not to – – –
say
* SID = Senior Independent Director
(b) Table for reporting on ethnic background
No. of Board Number of senior
As at 30 April 2025 members Percentage positions on the Board*
White British or other White
(including
minority-white groups) 4 100% 2
Mixed/Multiple ethnic groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black – – –
British
Other ethnic group – – –
Not specified/prefer not to say – – –
*
As an externally managed investment company, the Company has no executive directors, employees or internal operations. The Board has therefore excluded the columns relating to executive management from the tables above. In addition, the senior positions on the Company’s Board of the chief executive and the chief financial officer are not applicable to the Company. In the absence of the aforementioned roles, the Board considers the Chair of the Audit Committee also to be a senior position on the Board.
Directors’ Independence
In accordance with the AIC Code, as part of the evaluation process, the Board has reviewed the independence of each individual Director and the Board as a whole.
The AIC Code requires that this report should identify each non-executive Director the Board considers to be independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, a Director’s judgement, stating its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which may appear to be relevant to its determination.
Following formal performance evaluation, and having noted the willingness of each Director to challenge and debate the activities of the AIFM and Investment Manager, the Board has concluded that each Director is independent in character and judgement. Furthermore, the Board is content that there are no relationships or circumstances which are likely to affect the judgement of any Director.
Policy on Tenure
The Board subscribes to the view that long-serving directors should not be prevented from forming part of an independent majority. It does not consider that a director’s tenure necessarily reduces their ability to act independently and, following appropriate, formal performance evaluations, believes that directors may be considered independent in character and judgement. The Board’s policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit has been imposed on the overall length of service of any of the Company’s Directors, including the Chairman. In view of its non-executive nature, the Board considers that it is not appropriate for directors to be appointed for a specified term, although new directors will be appointed with the expectation that they will serve for a minimum period of three years subject to shareholder approval. The Board has adopted a policy whereby all Directors will be required to stand for re-election annually, regardless of their length of tenure.
Board Evaluation
An evaluation of the Board and its Committees as well as the Chairman and the individual Directors is carried out annually. In addition to evaluations carried out by the Board collectively, the Management Engagement Committee on behalf of the Board considers annually whether an external evaluation should be undertaken by an independent agency.
The Chairman acts on the results of the Board’s evaluation by recognising the strengths and addressing the weaknesses of the Board and recommending any areas for development. If appropriate, the Chairman will propose that new members are appointed to the Board or will seek the resignation of Board Directors.
During the year ended
As part of the Board evaluation discussions, each of the Directors also assessed the overall time commitment of their external appointments and it was concluded that all Directors have sufficient time to discharge their duties. All Directors have attended all scheduled Board and Committee meetings and have made themselves available for ad hoc discussions where necessary.
The Chairman is satisfied that the structure and operation of the Board continues to be effective and relevant and that there is a satisfactory mix of skills, experience and knowledge of the Company. The Board has considered the position of all the Directors including the Chairman as part of the evaluation process and believes that it would be in the Company’s best interests to recommend them for re-election at the forthcoming AGM.
Board Composition and Succession
The Board has approved a composition and succession plan to ensure that the Board members collectively (i) display the necessary balance of professional skills, experience, length of service and industry/Company knowledge; and (ii) are fit and proper to direct the Company’s business with prudence and integrity. This plan is reviewed annually and at such other times as circumstances may require.
To this end, the Board collectively reviews all appointments to the Board and its Committees and, if necessary, following a skills review of the current Directors, will seek to add persons with complementary skills or who possess skills and experience which might fill any gaps in the Board’s knowledge or experience and who can devote sufficient time to the Company to carry out their duties effectively.
The Board will ensure that a robust recruitment process is undertaken for all directors’ appointments to deliver fair and effective selection outcomes. Independent advisers will be appointed to aid directors’ recruitment and to help to mitigate the risk of self-selection from a narrow pool of candidates. The Board will ensure that any search agency used has no connection with the Company or any of the Board members and that the appropriate disclosure is made in the next annual report.
Achieving a diversity and balance of skills and knowledge in the Board will be a key determinant of any new appointments. Selecting the best candidate, irrespective of background, is paramount. This will benefit the effectiveness of the Board by creating a breadth of perspective among directors.
Where the Board appoints a new Director during the year or after the year-end and before the notice of Annual General Meeting has been published, that Director will stand for election by shareholders at the next Annual General Meeting.
Induction/Development
A procedure for the induction of new Directors has been established, including the provision of an induction pack containing relevant information about the Company, its processes and procedures. New appointees have the opportunity of meeting with the Chairman and relevant persons at the AIFM,
Directors are also given key information on the Company’s regulatory and statutory requirements as they arise including information on the role of the Board, matters reserved for its decision, the terms of reference for the Board committees, the Company’s corporate governance practices and procedures and the latest financial information. Directors are encouraged to participate in training courses where appropriate.
Chairman and Senior Independent Director
The current Chairman,
Responsibilities of the Chairman
The Chairman’s primary role is to provide leadership to the Board, assuming responsibility for its overall effectiveness in directing the Company. The Chairman is responsible for:
· taking the chair at general meetings and Board meetings, conducting meetings effectively and ensuring that all Directors are involved in discussions and decision making;
· setting the agenda for Board meetings and ensuring the Directors receive accurate, timely and clear information for decision-making;
· taking a leading role in determining the Board’s composition and structure;
· overseeing the induction of new directors and the development of the Board as a whole;
· leading the annual board evaluation process and assessing the contribution of individual directors;
· supporting and also challenging the Investment Manager (and other suppliers where necessary);
· ensuring effective communications with shareholders and, where appropriate, other stakeholders; and
· engaging with shareholders to ensure that the Board has a clear understanding of shareholders’ views.
Responsibilities of the SID
The SID serves as a sounding board for the Chairman and acts as an intermediary for other Directors and shareholders. The SID is responsible for:
· working closely with the Chairman and providing support;
· leading the annual assessment of the performance of the Chairman;
· holding meetings with the other non-executive Directors without the Chairman being present, on such occasions as necessary;
· carrying out succession planning for the Chairman’s role;
· working with the Chairman, other Directors and shareholders to resolve major issues; and
· being available to shareholders and other Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman or the Investment Manager).
Directors’ Other Commitments
Commitments or appointments of Directors are set out above. All of the Directors consider that they have sufficient time to discharge their duties.
Conflicts of Interest
Company Directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company.
In line with the Companies Act 2006, the Board has the power to authorise any potential conflicts of interest that may arise and impose such limits or conditions as it thinks fit. A register of interests and potential conflicts is maintained and is reviewed at every Board meeting to ensure all details are kept up to date. It was resolved at each Board meeting during the year that there were no direct or indirect interests of a Director that conflicted with the interests of the Company. Appropriate authorisation will be sought if any new conflicts or potential conflicts arise.
Board Meetings
The Board meets formally at least four times each year. Representatives of the Investment Manager attend all meetings at which investment matters are discussed; representatives from Frostrow are in attendance at each Board meeting. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants. The primary focus at regular Board meetings is the review of investment performance and associated matters, including asset allocation, together with marketing and investor relations, peer group information and industry issues. The Board reviews key investment and financial data, revenue and expenses projections, analyses of asset allocation, transactions, gearing policy, cash management, customised performance metrics and performance comparisons, share price and net asset value performance. The Board’s approach to addressing the Investment Manager’s performance and the Company’s share price performance during the year is described in the stakeholders section in the Business Review.
The Board is responsible for setting the Company’s corporate strategy and reviews the continued appropriateness of the Company’s investment objective, investment strategy and investment restrictions at each meeting.
Meeting Attendance
The Directors meet at regular Board meetings, held at least once a quarter, with additional meetings arranged as necessary. During the year to
Since the year-end, a number of Board meetings have been held to discuss changes of co-manager, portfolio approach, fee structure and capital return mechanisms.
Management
Audit
Board Engagement
Committee
meetings Committee
meetings
(4) meetings
(3)
(1)
Richard Davidson 4 3 1
Caroline Gulliver 4 3 1
Lucy Costa Duarte 4 3 1
Ian Henderson 4 3 1
Hugh van Cutsem (retired on 10 July 2024) 1 1 1
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved for its decision. This includes, inter alia , the following:
· Decisions relating to the strategic objectives and overall management of the Company, including the appointment or removal of the Investment Manager and other service providers, establishing the investment objectives, strategy and performance comparators, the permitted types or categories of investments and the proportion of assets that may be invested in them.
· Requirements under the Companies Act 2006, including approval of the half-year and annual financial statements, recommendation of the final dividend (if any), the appointment or removal of the Company Secretary, and determining the policy on share issuance and buybacks.
·
Matters relating to certain
· Matters relating to the Board and its Committees, including the terms of reference and membership of the committees, and the appointment of directors (including the Chairman and the SID if applicable).
Day-to-day investment management is delegated to
The Board takes responsibility for the content of communications regarding major corporate issues although the Investment Manager or Frostrow may act as spokesman. The Board is kept informed of relevant promotional material that is issued by the Investment Manager.
Internal Controls Structure
An overview of the Internal Controls structure of the Company and its service providers is shown in the full annual report.
[Graph in the annual report].
Risk Management and Internal Controls
The Board has overall responsibility for the Company’s risk management and internal control systems and for reviewing their effectiveness. The Company applies the guidance published by the
Information on the Company’s financial, strategic and operational risk management can be found in the Strategic Report.
Relationship with the Investment Manager
At each Board meeting, representatives from the AIFM and Investment Manager are in attendance to present verbal and written reports covering their activity, portfolio and investment performance over the preceding period, and compliance with the applicable rules and guidance of the
Ongoing communication with the Board is maintained between formal meetings. The Board and the Investment Manager operate in a supportive, co-operative and open environment.
The Management Engagement Committee evaluates the AIFM’s and Investment Manager’s performance and reviews the terms of the Investment Management Agreement at least annually.
Relationship with Other Service Providers
Representatives from Frostrow are in attendance at each Board meeting to address questions on the Company’s operations, administration and governance requirements.
The Management Engagement Committee monitors and evaluates all of the Company’s other service providers, including Frostrow, and also the Custodian, the Registrar and the Broker. At the most recent review, in
Relations with Shareholders
A detailed analysis of the substantial shareholders in the Company is provided to the Directors at each Board meeting. Representatives of the Investment Manager and Frostrow regularly meet with institutional shareholders and private client asset managers to discuss strategy and to understand their issues and concerns and, if applicable, to discuss corporate governance issues. The results of such meetings are reported at the following Board meeting.
Regular reports from the Company’s corporate stockbroker are submitted to the Board on investor sentiment, industry issues and trends.
The Company aims to provide shareholders with a full understanding of the Company’s investment objective, policy and activities, its performance and the principal investment risks by means of informative annual and half-yearly reports. This is supplemented by the daily publication of the net asset value of the Company’s shares through the
Shareholders wishing to communicate with the Chairman, or any other member of the Board, may do so by writing to the Company, for the attention of the Company Secretary at the offices of Frostrow or by email at info@frostrow.com. All shareholders are encouraged to attend the AGM, where they are given the opportunity to question the Chairman, the Board and the Investment Manager. The Directors welcome the views of all shareholders and place considerable importance on communications with them.
The annual and half-yearly reports of the Company are prepared by the Board and its advisers to present a full and readily understandable review of the Company’s performance. Copies of the annual report are dispatched to shareholders by mail, where this form of communication is chosen. It is also possible to download the annual report and other documents from the Company’s website at www.migoplc.co.uk.
The Company’s investment activities and day to day management is delegated to the Investment Manager and other third parties. As an investment trust, the Company has no direct social, community, employee or environmental responsibilities. Its principal responsibility to shareholders is to ensure that the investment portfolio is properly managed and invested. As detailed in the Business Review, the management of the portfolio has been delegated to the Company’s Investment Manager.
In light of the nature of the Company’s business there are no relevant human rights issues and the Company does not have a human rights policy.
Stewardship and the Exercise of Voting Powers
As an externally managed investment company, the Board delegates the majority of its Stewardship and engagement responsibilities to the Company’s Investment Manager. However, the Board retains oversight of this process by receiving regular updates from the Investment Manager on its engagement activities and by reviewing the Investment Manager’s engagement and voting policies.
Nominee Share Code
Where the Company’s shares are held via a nominee company name, the Company undertakes:
· to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; and
· to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority from the nominee company is available.
Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company’s general meetings.
Details of the shareholders with substantial interests in the Company’s shares, the Directors’ authorities to issue and repurchase the Company’s shares, and the voting rights of the shares are set out in the Directors' Report.
Independent Professional Advice
The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the Company’s expense.
During the year, legal advice was provided by
Independent professional advice and support in respect of the realisation opportunity was also sought from Deutsche Numis, the Company’s corporate broker.
Since the year-end,
Company Secretary
The Board has direct access to the advice and services of the Company Secretary, Frostrow, which is responsible for ensuring that the Board and Committee procedures are followed and that the Company complies with applicable regulations. The Company Secretary is also responsible to the
The Statement of Directors’ Responsibilities describes the Directors’ responsibility for preparing this Annual Report.
The Audit Committee Report explains the work undertaken to allow the Directors to make this statement and to apply the going concern basis of accounting. It also sets out the main roles and responsibilities and the work of the Audit Committee throughout the year, and describes the Directors’ review of the Company’s risk management and internal control systems.
A description of the principal risks facing the Company and an explanation of how they are being managed is provided in the Strategic Report.
The Board’s assessment of the Company’s longer-term viability is set out in the Business Review.
Remuneration
The Directors’ Remuneration Report sets out the levels of remuneration for each Director and explains how Directors’ remuneration is determined.
By order of the Board
Company Secretary
Audit Committee Report
I am pleased to present the Audit Committee (the “Committee”) Report for the year ended
Composition
Due to the small size of the Board, the Audit Committee comprises all the Directors, whose biographies are set out above, including the Chairman of the Board. In accordance with the terms of reference of the Committee and the AIC Code, the Chairman of the Board may be a member provided he or she was independent on his/her appointment as chairman, but may not act as the Committee Chairman. All Directors are non-executive and were considered independent during the year, as discussed in the Report of the Directors. The Committee considers that at least one member has recent and relevant experience in accounting or auditing and that the Committee as a whole has experience relevant to the investment trust industry.
The Company’s Auditors are invited to attend meetings as necessary. Representatives of the AIFM and Investment Manager may also be invited. The Company Secretary acts as the Secretary to the Audit Committee.
Responsibilities of the Committee
The Committee’s responsibilities are set out in formal terms of reference which are available on the Company’s website www.migoplc.co.uk and which are reviewed annually. The Committee’s primary responsibilities are:
· to monitor the integrity of the financial statements of the Company, including its Annual and Half-Yearly Reports and any other formal announcements of the Company relating to its financial performance, and to review and report to the Board on significant financial reporting issues and judgements in those statements having regard to matters communicated to it by the Auditors;
· to review the effectiveness of the Company’s internal control and risk management systems and those of its third-party service providers;
· to receive and consider reports from the Compliance Officer of the Investment Manager and AIFM;
· to consider the accounting policies of the Company;
· to monitor adherence to best practice in corporate governance;
· to make recommendations to the Board in relation to the re-appointment of the Auditors, their terms of engagement and their remuneration;
· to review the scope, results, cost effectiveness, independence and objectivity of the external Auditors;
· to review the policy on the engagement of the external Auditors to supply non-audit services and considering relevant guidance regarding the provision of non-audit services by the external audit firm; and
· to consider the need for an internal audit function.
Matters Considered in the Year
In the year under review, the main duties undertaken were:
· consideration of the appropriateness of the Company’s accounting policies and of the quality and effectiveness of the accounting records and management information maintained on behalf of the Company, relying on meetings with and reports from the AIFM and Investment Manager, AVI, and Frostrow;
· a review of the half-year results and the Annual Report, including the disclosures made therein in relation to internal controls and risk management, going concern, related parties and consideration of whether the report is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model, strategy and continued operation (including advising the Board on whether the Company is able to meet its liabilities as they fall due) in order to make recommendations to the Board. In assessing whether the report is fair, balanced and understandable, each Director reviewed the disclosures made, applying their respective knowledge and expertise. The internal controls over financial reporting were also considered, together with feedback from the Company’s Auditors, the Investment Manager and the Company Secretary;
· consideration of whether a dividend needed to be paid by the Company in respect of the previous financial year;
· consideration of the internal controls in place at the Investment Manager, and the Company’s other principal third-party service providers;
·
consideration of the Investment Manager’s policies in relation to information security and business continuity, meeting with representatives of its
· consideration of the key risks, risk management systems in place and the Company’s risk matrix;
· consideration of the Company’s Anti-Bribery Policy and the policies and procedures in place to prevent tax evasion;
· consideration of the nature, scope and cost of the external audit and the findings therefrom;
· annual consideration of whether there is a need for an internal audit function;
· consideration of the appointment of the Auditors, the Auditors’ independence, objectivity, effectiveness, provision of any non-audit services and tenure of appointment;
· consideration of the Investment Manager’s and Frostrow’s whistle blowing policies for their staff to raise concerns about possible improprieties, including in relation to the Company, in confidence; and
· consideration of the annual confirmation from the Company’s Depositary in respect of the safekeeping of the Company’s assets.
Since the year-end, the Committee has also considered the appropriate level of dividend to be paid by the Company in respect of the year under review, for recommendation to the Board, as well as the audit findings for the 2025 audit.
Significant Reporting Matters
The significant reporting matters considered by the Committee during the year were:
Verification of ownership and valuation of the Company’s holdings . The valuation of investments is undertaken in accordance with the accounting policies in note 1 to the Financial Statements. Controls are in place to ensure that valuations are appropriate and existence is verified through reconciliations with the Custodian. The Committee discussed the controls and process with Frostrow and the AIFM. Having reviewed the process and controls, the Committee confirmed it was satisfied that the investments had been valued correctly and the Company’s ownership was appropriately documented.
The portfolio contains holdings where the investee company is in a process of realisation/liquidation. As at
Recognition of Revenue from Investments
The Committee took steps to gain an understanding of the processes in place to record investment income and transactions. The Committee sought, and received, confirmation that all dividends receivable have been accounted for correctly.
Other Reporting Matters
Accounting Policies
The current accounting policies have been applied consistently throughout the year and the prior period where applicable.
Going Concern
Having reviewed the Company’s financial position and liabilities, the Committee is satisfied that it is appropriate for the Board to prepare the financial statements on the going concern basis. Further detail is provided in the Business Review.
Viability Statement
The Audit Committee also considered the Company’s financial position and principal risks in connection with the Board’s statement on the longer-term viability of the Company, which is set out in the Business Review.
2024 Realisation Opportunity
The Audit Committee considered the impact of the 2024 realisation opportunity on the Company’s shorter and longer-term viability. The Board was happy to see that despite difficult market conditions, only 5.3% of shares in issue were realised and that the net asset value of the ordinary shares continued to be more than £30 million, allowing the Company to continue in operation.
Financial Statements
The Board has asked the Committee to confirm that in its opinion the Board can make the statement that the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, performance, business model, strategy and continued operation. The Committee has given this confirmation on the basis of its review of the whole document, underpinned by involvement in the planning for its preparation and review of the processes to assure the accuracy of factual content.
The Committee is satisfied that it is appropriate for the Board to prepare the financial statements on the going concern basis. The Financial Statements can be found below.
Internal Controls and Risk Management
The Board has overall responsibility for the risk assessment and review of the internal controls of the Company, undertaken in the context of its investment objective.
The review covers the key business, operational, compliance and financial risks facing the Company. In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s operations in light of the following factors:
· the nature of the Company, with all management functions outsourced to third-party service providers;
· the nature and extent of risk which it regards as acceptable for the Company to bear within its overall investment objective;
· the threat of such risks becoming a reality; and
· the Company’s ability to reduce the incidence and impact of risk on its performance.
Against this background, a risk matrix has been developed which covers key risks that the Company faces, the likelihood of their occurrence and their potential impact, how these risks are monitored and the mitigating controls put in place. The Board has delegated to the Committee the responsibility for the review and maintenance of the risk matrix. It reviews the risk matrix twice yearly, bearing in mind any changes to the Company, its environment or service providers since the last review. The Committee considers whether any new risks are emerging as a result of any such changes and any significant changes to the risk matrix are discussed with the Board.
Over the past year, the wars in
The Committee acknowledges that the Company is reliant on the systems utilised by its service providers. The Committee receives internal controls reports from, and reviews the internal controls in place at, the Investment Manager and AIFM twice annually. The internal controls reports from its other principal service providers – from the Company’s
The Committee members confirm that they have carried out a review of the effectiveness of the system of internal control and risk management during the year, as set out above and that:
(a) an ongoing procedure for identifying, evaluating and managing significant risks faced by the Company was in place for the year under review and up to the date of this report. This procedure is regularly reviewed by the Board; and
(b) they are responsible for the Company’s system of internal controls and for reviewing its effectiveness and that it is designed to manage the risk of failure to achieve business objectives. This can only provide reasonable, but not absolute, assurance against material misstatement or loss.
Internal Audit
The Company does not have an internal audit function as all of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discussed whether it would be appropriate to establish an internal audit function, and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient.
External Auditors
The Audit
The nature and scope of the audit for the year under review, together with PricewaterhouseCoopers LLP‘s (“PwC”) audit plan, were considered by the Committee on
Independence and Effectiveness
In order to fulfil the Committee’s responsibility regarding the independence of the Auditors, the Committee reviewed:
· the senior audit personnel in the audit plan for the year;
· the Auditors’ arrangements concerning any conflicts of interest;
· the extent of any non-audit services; and
· the statement by the Auditors that they remain independent within the meaning of the regulations and their professional standards.
In order to consider the effectiveness of the Audit process, the Committee reviewed:
· the Auditors’ fulfilment of the agreed audit plan;
· the report arising from the audit itself; and
· feedback on the Auditors’ performance during the audit from Frostrow and AVI.
A summary of the Company’s policy on the provision by the Auditors of non-audit services to the Company can be found below.
The Committee is satisfied with the Auditors’ independence and the effectiveness of the audit process, together with the degree of diligence and professional scepticism brought to bear.
The audit fee for the year ended
Appointment and Tenure
PwC were appointed in
In accordance with current legislation, the Company is required to conduct an audit tender process at least every 10 years and will have to change its auditors after a maximum of 20 years. In addition, the nominated Engagement Leader will be required to rotate after serving a maximum of five years with the Company.
It is expected that the Audit Committee will conduct an audit tender following the completion of the Company’s audit in 2026 and will recommend to shareholders the appointment (or re-appointment) of the successful auditors in due course thereafter.
The Company has complied throughout the year ended
The re-appointment of
Non-Audit Services
In accordance with the Company’s non-audit services policy, the Audit Committee reviews the scope and nature of all proposed non-audit services before engagement to ensure that auditor independence and objectivity are safeguarded. The audit policy includes a list of non-audit services which may be provided by the Auditors as long as there is no apparent threat to independence, as well as a list of services which are prohibited. Non-audit services are capped at 70% of the average of the statutory audit fees for the preceding three years.
No non-audit services were provided by the Auditors during the year ended
Effectiveness of the Committee
A formal internal Board review which included reference to the Audit Committee’s effectiveness was undertaken by the Chairman of the Company during the year. As part of the evaluation, the Committee reviewed the following:
· the composition of the Committee;
· the leadership of the Committee Chairman;
· the Committee’s monitoring of compliance with corporate governance requirements;
· the Committee’s review of the quality and appropriateness of financial accounting and reporting;
· the Committee’s review of significant risks and internal controls; and
· the Committee’s assessment of the independence, competence and effectiveness of the Company’s external Auditors.
It was concluded that the Committee was performing satisfactorily and there were no formal recommendations made to the Board.
Audit Committee Chairman
Directors’ Remuneration Report
for the year ended
Statement from the Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended
During the year under review, the Board consisted entirely of independent non-executive Directors and the Company had no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive directors. Due to the small size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee and the remuneration of the Directors is therefore dealt with by the Board as a whole.
The Board considers the framework for the remuneration of the Directors on an annual basis. It reviews the ongoing appropriateness of the Company’s remuneration policy and the individual remuneration of Directors by reference to the activities of the Company and comparison with other companies of a similar structure and size. This is in line with the AIC Code.
For the year ended
Following a review of Directors’ fees during the year, fees were increased with effect from
Directors’ Fees for the Year (audited)
The Directors who served during the year received the following emoluments:
Year ended 30 April 2025 Year ended 30 April 2024
2025 2024 2023 2022
Fees Expenses Total Fees Expenses Total Percentage Percentage Percentage Percentage
£ £ £ £ £ £ change change change change
(%) (%) (%) (%)
Richard
Davidson 39,300 – 39,300 46,100† – 46,100 (13.4%) 28.1% 18.4% (1.5%)
(Chairman)
Caroline
Gulliver
(Audit 33,800 – 33,800 11,267 – 11,267 n/a n/a n/a n/a
Committee
Chairman)1
Lucy Costa 28,400 – 28,400 33,300† 128 33,428 (15.0%) n/a n/a n/a
Duarte2
Ian 28,400 – 28,400 33,300† – 33,300 (14.7%) n/a n/a n/a
Henderson2
Hugh van 5,607 – 5,607 33,300† – 33,300 n/a 28.1% 16.6% 1.4%
Cutsem3
Katya
Thomsom
(Audit – – – 28,417† – 28,417 n/a n/a 17.9% 1.4%
Committee
Chairman)4
135,507 – 135,507 185,684 128 185,812 (26.7%) 55.9% 19.5% 19.5%
1
Appointed as a Director on
2
Appointed as a Director on
3
Retired as a Director on
4
Retired as a Director on
† Includes compensation for additional work related to the transfer to the new AIFM and Investment Manager.
The Directors’ fees set out in the table above exclude any employers’ national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and, therefore, the fees represent the total remuneration of each Director.
No payments were made to former directors of the Company during the year other than set out in the table above.
Other Benefits
The Company’s Articles of Association provide that Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings. The claims for taxable expenses are set out in the table above.
No pension schemes or other similar arrangements have been established for the Directors and no Director is entitled to any pension or similar benefits pursuant to their Letters of Appointment.
Loss of Office
Directors do not have service contracts with the Company but are engaged under Letters of Appointment. These specifically exclude any entitlement to compensation upon leaving office for whatever reason.
Performance
The graph below compares the total return (assuming all dividends are sterling reinvested) to Ordinary shareholders, compared with the Deutsche Numis All Share Total Returns Index (inc Investment Companies), chosen as it is a broad equity index. SONIA plus 2%, the Company’s benchmark, is also shown.
Source: Deutsche Numis
Source: Morningstar
The data has been rebased to 100 at
Relative Importance of Spend on Pay
The table below shows the comparative cost of Directors’ fees compared with the level of dividend distribution and Company expenses for the years ended
2025 2024 Change
£’000 £’000 %
Total Returns (3,983) 8,323 (147.9%)
Directors’ fees 136 186 (26.7%)
Dividend paid 127 707 (82.0%)
Share Buybacks 11,687 5,750 103.3%
Directors’ Beneficial Interests (audited)
The interests of the Directors and persons closely associated with them in the Ordinary shares of the Company are set out below:
At 30 April 2025 At 30 April 2024
Number of shares Number of shares
Richard Davidson 87,000 87,000
Hugh van Cutsem1 n/a 12,348
Lucy Costa Duarte 6,115 6,115
Ian Henderson 9,053 6,115
Caroline Gulliver 10,000 10,000
1
Retired on
There have been no changes to any of the above holdings between
There is no requirement under the Company’s Articles of
The interests of representatives of the Portfolio Managers in the Ordinary shares of the Company are set out below:
At 30 April 2025 At 30 April 2024
Number of shares Number of shares
Nick Greenwood 170,500 170,500
Charlotte Cuthbertson 1,252 1,252
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended
2,260,837 votes (98.48%) were in favour, with 34,966 votes (1.52%) against and 11,090 votes withheld. Any proxy votes which were at the discretion of the Chairman were included in the “for” total.
Approval
The Directors’ Remuneration Report was approved by the Board of Directors on
Chairman
Directors’ Remuneration Policy
The Board’s policy is that the remuneration of the Directors should reflect the experience of the Board as a whole, and be determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company. The remuneration of the Directors will take into account the duties and responsibilities of the Directors and the expected time commitment to the Company’s affairs.
The fees of the Directors are determined within the limits set out in the Company’s Articles of Association, which stipulate that the aggregate amount of Directors’ fees shall not exceed £250,000 in any financial year or any greater sum that may be determined from time to time by ordinary resolution of the Company. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe this to be appropriate for non-executive Directors.
As set out in the Company’s Articles of Association, Directors are entitled to be paid all reasonable travel, hotel or other expenses properly incurred in or about the performance of their duties as Directors, including expenses incurred in attending Board or shareholder meetings. In certain circumstances, under HMRC rules, travel and other out of pocket expenses reimbursed to the Directors may be considered as taxable benefits. Where expenses are classed as taxable under HMRC guidance, they are shown in the expenses column of the Directors’ remuneration table above along with the associated tax liability.
Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent periods will be determined following an annual review. No communications have been received from shareholders regarding Directors’ remuneration. The Board will consider any comments received from shareholders on the Directors’ Remuneration Policy.
None of the Directors has a contract of service with the Company, but letters of appointment setting out the terms of their appointment as non-executive Directors are in place and are available on request from the Company Secretary and will be available at the Company’s Annual General Meeting. All Directors stand for re-election annually. Compensation will not be paid upon loss of office.
This policy was last approved by shareholders at the Annual General Meeting held in 2023. 3,623,139 votes (99.14%) were in favour, with 31,375 votes against (0.86%) and 11,460 votes withheld. Any proxy votes which were at the discretion of the Chairman were included in the “for” total.
In accordance with regulations, an ordinary resolution to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years, if there have been no proposed changes to the policy in the meantime. Therefore, the Directors’ Remuneration Policy will next be put to shareholders at the AGM in 2026.
Current fees
for year to Fees for year to
30 April 2026 30 April 2025
£ £
Chairman 40,000 39,300
Audit Committee Chairman 35,000 33,800
Non-executive Director 30,000 28,400
Total aggregate annual fees that may be paid 250,000 250,000
Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether applicable United Kingdom Accounting Standards, including FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
· make judgements and accounting estimates that are reasonable and prudent; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for 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 also responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the
Directors’ Confirmations
The Directors consider that the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the ‘Board of Directors’ confirm that, to the best of their knowledge:
· the Company’s financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, including FRS 102, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
· the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
· so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
· they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Approved by the Board of Directors and signed on its behalf by
Chairman
Financial Statements
Income Statement
for the year ended
Year ended 30 Year ended 30
April 2025 April 2024
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on 9 – (4,320) (4,320) – 7,895 7,895
investments
Income 2 2,310 – 2,310 2,131 – 2,131
Investment 3 (465) – (465) (495) – (495)
management fee
Other expenses 4 (853) – (853) (997) – (997)
Net return before
finance costs and 992 (4,320) (3,328) 639 7,895 8,534
taxation
Finance costs 5 (655) – (655) (211) – (211)
Net return before 337 (4,320) (3,983) 428 7,895 8,323
taxation
Taxation 6 – – – – – –
Net return after 337 (4,320) (3,983) 428 7,895 8,323
taxation
Basic and diluted
return per share 7 1.6 (20.6) (19.0) 1.8 33.8 35.6
(pence)
The total column of this statement is the Income Statement of the Company. The supplementary revenue and capital columns have been prepared in accordance with guidance issued by the AIC.
All revenue and capital items in the above statement derive from continuing operations. There is no other comprehensive income and therefore no Statement of Total Comprehensive Income has been presented.
The notes form part of these financial statements.
Statement of Changes in Equity
for the year ended
Total
Called up Capital Share share-
share redemption premium Capital Revenue holders’
capital reserve account reserve reserve funds
Note £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 May 243 111 29,088 49,175 1,231 79,848
2023
Movement for the
year
Buyback of shares 13 (18) 18 – (5,750) – (5,750)
for cancellation
Net return for the – – – 7,895 428 8,323
year
Dividends paid 8 – – – – (707) (707)
Balance at 30 April 225 129 29,088 51,320 952 81,714
2024
Movement for the
year
Buyback of shares 13 (33) 33 – (11,687) – (11,687)
for cancellation
Net return for the – – – (4,320) 337 (3,983)
year
Dividends paid 8 – – – – (127) (127)
Balance at 30 April 192 162 29,088 35,313 1,162 65,917
2025
The notes form part of these financial statements.
Statement of Financial Position
as at
30 April 2025 30 April 2024
Note £’000 £’000
Fixed assets
Investments 9 68,867 83,708
Current assets
Debtors 11 892 1,107
Cash 7,843 2,365
8,735 3,472
Creditors: amounts falling due within one year
Creditors 12 (11,685) (5,466)
(11,685) (5,466)
Net current liabilities (2,950) (1,994)
Net assets 65,917 81,714
Share capital and reserves:
Called up share capital 13 192 225
Share premium account 29,088 29,088
Capital redemption reserve 162 129
Capital reserve 35,313 51,320
Revenue reserve 1,162 952
Total shareholders’ funds 65,917 81,714
Net asset value per Ordinary share (pence) 14 342.5 362.6
Number of shares in issue 19,246,377 22,537,797
These financial statements were approved by the Board of Directors and authorised for issue on
Chairman
Company No. 05020752
The notes form part of these financial statements.
Statement of Cash Flow
for the year ended
Year ended Year ended
30 April 2025 30 April 2024
Note £’000 £’000
Net cash inflow from operating activities 15 1,074 662
Investing activities
Purchases of investments (29,217) (31,714)
Sales of investments 41,034 21,909
Exchange gain on settlement 13 –
Net cash inflow/(outflow) from investing 11,830 (9,805)
activities
Financing activities
Buyback of shares for cancellation (11,687) (5,750)
Revolving credit facility drawdown 5,000 5,000
Dividend paid (127) (707)
Finance costs paid (590) (159)
Net cash outflow from financing activities (7,404) (1,616)
Increase/(decrease) in cash 5,500 (10,759)
Reconciliation of net cash flow movement in
funds:
Cash at beginning of year 2,365 13,139
Exchange rate movements (22) (15)
Increase/(decrease) in cash 5,500 (10,759)
Increase/(decrease) in cash 5,478 (10,774)
Cash at end of year 7,843 2,365
The notes form part of these financial statements.
Notes to the Financial Statements
For the year ended
1 Accounting policies
The Company is a public limited company (PLC) limited by shares, incorporated in
The principal accounting policies, all of which have been applied consistently throughout the year and in the preparation of the financial statements, are set out below:
The policies applied in these financial statements are consistent with those applied in the preceding year.
Accounting convention
The financial statements are prepared on a going concern basis, under the historical cost convention, modified by the valuation of investments at fair value, in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Principles (“UK GAAP”) including FRS102 ‘The Financial Reporting Standard applicable in the
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.
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.
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 regularly 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. There are no critical accounting judgements made in preparing the financial statements.
The key sources of estimation and uncertainty 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 investments; 0.9% (2024: 0.2%) of the Company’s portfolio is comprised of unquoted investments. These are valued in line with the accounting policy for investments starting below. Given the scale of the Company’s unquoted portfolio, there are no material sources of estimation uncertainty.
Going concern
The Directors have made an assessment of the Company’s ability to continue as a going concern and, having taken into account the liquidity of the Company’s portfolio and the Company’s financial position in respect of its cash flows and borrowing facilities, are satisfied that the Company has the resources to continue in business for 12 months from the date of approval of this report. The Company, therefore, continues to adopt the going concern basis in preparing its financial statements. Further information on the Company’s borrowing facility is given in note 12.
Income recognition
Dividends receivable are recognised when the investments concerned are quoted ‘ex-dividend’. Where no ex-dividend date is quoted, dividends are recognised when the Company’s right to receive payment is established.
Special dividends of a revenue nature are recognised through the revenue column of the Income Statement. Special dividends of a capital nature are recognised through the capital column of the Income Statement.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except for transaction costs which are incidental to the acquisition or disposal of an investment, which are included within gains/(losses) on investments and disclosed in note 9.
Foreign currency transactions
Transactions denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction.
Investments are converted to sterling at the rates of exchange ruling at the Statement of Financial Position date. Any gains or losses on the re - translation of assets or liabilities are taken to the revenue or capital column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.
Dividends payable
Dividends are included in the financial statements in the year in which they are paid.
Investments
In accordance with FRS 102 Section 11: Basic Financial Investments and Section 12: Other Financial Investment Issues, investments are measured initially, and at subsequent reporting dates, at fair value, and are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned.
For quoted securities fair value is either bid price or the closing price where the security is primarily traded via a trading service that provides an end of day closing auction with guaranteed liquidity to investors.
The valuation of unquoted securities is carried out in accordance with the International Private Equity and Venture Capital Association valuation guidelines. Unquoted securities are valued using either:
-- the last published net asset value of the security after adjustment for
factors that the AIFM and Board believe would affect the amount of cash
that the Company would receive if the security were realised as at the
Statement of Financial Position date; or
-- the estimated, discounted cash distribution based on information
provided by the management or liquidators of the security. The discount
applied will take account of various factors, including expected timings
of the cash flow and the level of certainty on the estimate.
Changes in fair value and gains or losses on disposal are included in the Income Statement as a capital item.
Cash
Cash comprises solely cash at bank.
Bank loans and finance costs
Bank loans are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, bank loans are recognised at amortised cost using the effective interest rate method, with the interest expense recognised on an effective yield basis.
Taxation
The charge for taxation is based on net revenue for the year.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue as set out in note 6 to the financial statements. The standard rate of corporation tax is applied to taxable net revenue. Any adjustment resulting from relief for overseas tax is allocated to the revenue reserve.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more, or right to pay less, tax in future have occurred at the Statement of Financial Position date. 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 future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Deferred tax is measured without discounting and based on enacted tax rates. Due to the Company’s status as an investment trust, and the intention to meet the conditions required to obtain approval under Sections 1158 and 1159 of the Corporation Tax Act 2010, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
Capital reserve
Gains or losses on disposal of investments and changes in fair values of investments (investment holding gains or losses) are charged to the capital column of the Income Statement and taken to the Capital reserve.
Certain expenses net of any related taxation effects are charged to this reserve in accordance with the expenses policy above. The amounts within the Capital Reserve less unrealised gains and losses which are not readily convertible to cash are available for distribution.
Revenue reserve
The revenue reserve is distributable by way of dividends, when positive. While the reserve is negative no dividends can be distributed by way of dividend from this reserve.
Capital redemption reserve
This reserve arises when shares are bought back by the Company and subsequently cancelled at which point an amount equal to the par value of the shares cancelled is transferred from share capital to this reserve. This reserve is not distributable.
Financial assets and liabilities
The only financial assets measured at fair value through profit or loss are the investments held by the Company, refer to note 9. All other financial assets (being Debtors and Cash) are measured at amortised cost. All financial liabilities (being Borrowings and Creditors) are measured at amortised cost.
2 Income
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Income from investments:
UK dividends 1,072 847
Overseas dividends 1,023 957
Property income dividends 184 45
2,279 1,849
Other income
Interest income 31 282
Total income 2,310 2,131
3 Investment management fee
Year ended 30 April Year ended 30 April
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee - Asset
Value Investors Limited (from 16 465 – 465 186 – 186
December 2023)
Investment management fee - Premier – – – 309 – 309
Miton (to 15 December 2023)
Further details on the investment management fee arrangements can be found in the Strategic Report.
4 Other expenses
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Frostrow Capital LLP administration fees 180 190
Audit fees* 59 56
Directors’ remuneration** 136 186
Employers NIC on directors’ remuneration 8 14
Legal and professional fees 32 310***
Broker fees 42 42
Other expenses 396 199
853 997
* Exclusive of VAT. The Company’s auditors provided no non-audit services during the year (2024: none).
** See Directors’ Remuneration Report for analysis.
***
Expense for the year ended 30 April 2024 includes £270,000 incurred on the transition of Investment Manager and AIFM from Premier Miton to
5 Finance costs
Year ended 30 April Year ended 30 April
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Finance costs payable 655 – 655 211 – 211
Relates to interest charged, commitment fees and arrangement fees on the revolving loan facility, details of which are disclosed in note 11.
6 Taxation
Analysis of tax charge for the year
Year ended 30 April Year ended 30 April
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Corporation tax at 25.0% (2024: – – – – – –
25.0%)
Overseas taxation – – – – – –
Factors affecting total tax charge for the year
The tax charge for the year is lower than (2024: lower than) the standard rate of Corporation Tax in the
Year ended 30 April Year ended 30 April
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net return before taxation 337 (4,320) (3,983) 428 7,895 8,323
Theoretical tax at UK
corporation tax rate of 25% 84 (1,080) (996) 107 1,974 2,081
(2024: 25.0%)
Effects of:
– Non taxable dividends (379) – (379) (451) – (451)
– Losses/(gains) on investment – 1,080 1,080 – (1,974) (1,974)
– Unrelieved expenses 295 – 295 344 – 344
Total tax charge/(credit) for – – – – – –
the year
Provision for deferred tax
Approved investment trusts are exempt from tax on capital gains made within the Company.
As at 30 April 2025, based on current estimates and including the accumulation of net allowable losses, the Company has unrelieved losses of £14,996,689 (2024: £13,836,880) that are available to offset future taxable revenue. A deferred tax asset of £3,749,172 (2024: £3,459,220) has not been recognised, based on the effective tax rate of 25.0% (2024: 25.0%), because the Company is not expected to generate sufficient taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company.
7 Return per share
The Capital, Revenue and Total Return per share are based on the net returns shown in the Income Statement and the weighted average number of shares in issue 21,009,564 (2024: 23,395,667).
There are no dilutive instruments issued by the Company.
8 Dividends
During the year to 30 April 2025, the Company paid a final dividend of 0.6 pence per share or £127,000 in total in relation to the financial year ended 30 April 2024.
During the year to 30 April 2024, the Company paid a final dividend of 3.0 pence per share or £707,000 in total in relation to the financial year ended 30 April 2023.
No final dividend in relation to the financial year ended 30 April 2025 has been recommended by the Board.
9 Investments
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Investment portfolio summary
Opening book cost 80,745 67,356
Opening investment holding gains 2,963 499
83,708 67,855
Analysis of investment portfolio movements
Opening valuation 83,708 67,855
Movements in the year:
Purchases at cost 30,404 30,638
Sales – proceeds (40,934) (22,695)
(Losses)/gains on investments (4,311) 7,910
Valuation at 30 April 68,867 83,708
Cost at 30 April 73,695 80,745
Investment holding (losses)/gains at 30 April (4,828) 2,963
68,867 83,708
Reconciliation on net movement in investment holding gains
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Gains on disposal 3,480 5,446
Movement in investment holding (losses)/gains (7,791) 2,464
Net movement in investment holding (losses)/gains (4,311) 7,910
A list of the portfolio holdings by their fair value is given in the Portfolio Valuation.
Transaction costs incidental to the acquisitions of investments totalled £128,000 (2024: £101,000) and disposals of investments totalled £49,000 (2024: £20,000) for the year. These are included in gains on investments in the Income Statement.
Fair value hierarchy
FRS 102 requires financial companies to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels 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:
Classification Input
Level 1 Valued using quoted prices (unadjusted) in active markets for
identical assets or liabilities;
Level 2 Valued by reference to valuation techniques using observable
inputs other than quoted prices included within Level 1; and
Level 3 Valued by reference to valuation techniques using inputs that are
not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policies above. The table below sets out the Company’s fair value hierarchy measurements as at 30 April 2025 and 30 April 2024.
30 April 2025 30 April 2024
£’000 £’000
Level 1
Quoted equities 68,265 83,512
Total Level 1 68,265 83,512
Level 2
Equities – –
Total Level 2 – –
Level 3
Equities 602 196
Total Level 3 602 196
Total 68,867 83,708
Level 1 financial assets are valued at the closing prices quoted by Thomson Reuters as at 30 April 2025 and the Company does not adjust the quoted prices of Level 1 instruments.
During the year, £488,000 of level 1 assets (2024: £30,000) were delisted and transferred to level 3 and no level 2 assets (2024: none) were transferred to level 3.
Analysis of movements in Level 3 investments
Year ended Year ended
30 April 2025 30 April 2024
Level 3 Level 3
£’000 £’000
Opening fair value of investments 196 183
Transfer from Level 1 488 30
Transfer from Level 2 – –
Movement in investment holding gains (82) (17)
Closing fair value of investments 602 196
A 5% increase on the NAV of Level 3 investments would increase gains on investments in the Income Statement by £30,100 (2024: £9,800) and vice versa.
10 Significant interests
The Company had holdings of 3% or more of the voting rights attached to shares that are material in the context of the financial statements in the following investments:
30 April 2025
% of voting
rights
Security
Dunedin Enterprise Investment Trust 7.2%
Baker Steel Resources Trust 6.1%
Ecofin US Renewables Infrastructure Trust 5.0%
River UK Micro Cap 4.1%
Real Estate Investors 4.0%
Schroder British Opportunities Trust 3.7%
Macau Property Opportunities Fund 3.6%
30 April 2024
% of voting
rights
Security
Vinacapital Vietnam Opportunity Fund Ltd 6.1%
Georgia Capital PLC 6.0%
Baker Steel Resources Trust Limited 4.2%
Oakley Capital Investments Limited 4.2%
JP Morgan Indian Investment Trust PLC 3.7%
Aquila European Renewables PLC 3.7%
Tufton Oceanic Assets Limited 3.6%
11 Debtors
30 April 2025 30 April 2024
£’000 £’000
Sales of investments awaiting settlement 685 786
Dividends and interest receivable 104 219
Prepayments and other debtors 103 102
892 1,107
12 Creditors: amounts falling due within one year
30 April 2025 30 April 2024
£’000 £’000
Drawdowns from revolving credit facility 10,000 5,000
Purchases of investments awaiting settlement 1,373 186
Other creditors 312 280
11,685 5,466
The Company has a £10,000,000 (2024: £10,000,000) unsecured revolving credit facility (“RCF”), which was fully drawn as at 30 April 2025 (2024: £5,000,000). The RCF with the
On 6 January 2025, another one year extension was agreed with the same terms to take effect on 28 January 2025. The arrangement fee for the extension was £60,000, and the extended loan facility will expire in January 2026 unless renewed.
The bank loan facility contains covenants which require that net borrowings will not at any time exceed 25% of the adjusted net asset value, which shall at all times be equal to or greater than £25,000,000. If the Company breaches either covenant, then it is required to notify the Bank of any default and any steps being taken to remedy it.
13 Called up share capital
30 April 2025 30 April 2024
£’000 £’000
Allotted, called-up and fully paid:
19,246,377 (2024: 22,537,797) Ordinary shares of 1p 192 225
each
3,291,420 shares were bought back in the year for cancellation (2024: 1,760,000) for a total consideration of £11,687,000 (2024: £5,750,000). No shares were held in
Since the year end, 336,014 further shares were bought back for cancellation.
14 Net asset value per Ordinary share
The net asset value per Ordinary share is based on net assets at the year-end as shown in the Statement of Financial Position of £65,917,000 (2024: £81,714,000) and 19,246,377 (2024: 22,537,797) Ordinary shares, being the number of Ordinary shares in issue at the year end.
15 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Net return before finance costs and taxation (3,328) 8,534
Adjustments for:
Losses/(gains) on investments 4,320 (7,895)
Decrease in creditors (32) (39)
Decrease in debtors 114 62
Net cash inflow from operating activities 1,074 662
16 Analysis of financial assets and liabilities
The Company’s financial instruments comprise investments, cash balances and debtors and creditors that arise from its operations.
The risk management policies and procedures outlined in this note have not changed substantially from the previous year.
The principal risks the Company faces in its portfolio management activities are:
-- Market risk – arising from fluctuations in the fair value or future cash
flows of a financial instrument used by the Company because of changes
in market prices. Market risk comprises three types of risk: currency
risk, interest rate risk, and other price risk:
-- Currency risk – arising from the value of future transactions, and
financial assets and liabilities denominated in foreign currencies
fluctuating due to changes in currency rates;
-- Interest rate risk – arising from fluctuations in the fair value or
future cash flows of a financial instrument because of changes in
interest rates; and
-- Other price risk – arising from fluctuations in the fair value of
investments due to changes in market prices.
-- Liquidity risk – arising from any difficulties in meeting obligations
associated with financial liabilities.
-- Credit risk – arising from financial loss for the Company where the
other party to a financial instrument fails to discharge an obligation.
The AIFM monitors the financial risks affecting the Company on a daily basis. The Directors receive financial information on a quarterly basis which is used to identify and monitor risk.
The AIFM’s policies for managing these risks are summarised below and have been applied throughout the year:
Currency Risk
Although the Company’s performance is measured in sterling, a proportion of the Company’s assets may be either denominated in other currencies or are in investments with currency exposure. At the year end, the Company held seven (2024: seven) US dollar denominated investments with the sterling equivalent of £8,697,000 (2024: £9,353,000). The Company also held two (2024: two) investments with the sterling equivalent of £2,615,000 denominated in euro (2024: £3,153,000).
If sterling strengthens against the US dollar and euro by 10% (2024: 10%), it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £1,028,000 (2024: £1,137,000). If sterling weakens against the US dollar and euro by 10%, it would have the effect of increasing the net capital return before taxation by £1,257,000 (2024: £1,390,000).
An analysis of the indirect geographical exposure is shown above.
The Investment Manager reviews the risks of adverse currency movements and where necessary may use derivatives to mitigate the risk of adverse currency movements, although none has been used to date.
Interest Rate Risk
The Company finances its operations through existing reserves and a revolving credit facility. The Company’s financial assets and liabilities, excluding short-term debtors and creditors, may include investments in fixed interest securities, whose fair value may be affected by movements in interest rates. Details of such holdings can be found in the Portfolio Valuation.
At the end of the year, the Company had in place a revolving credit facility of £10,000,000 with the Royal Bank of Scotland International (
The Company’s cash earns interest at a variable rate which is subject to fluctuations in interest rates. At the year end, the Company’s cash balances were £7,843,000 (2024: £2,365,000). £31,000 in interest income was received in the year (2024: £282,000).
Other Price Risk
Other price risk arises mainly from uncertainty about future prices of financial instruments. The value of shares and the income from them may fall as well as rise and shareholders may not get back the full amount invested. The AIFM continues to monitor the prices of financial instruments held by the Company on a real time basis. Adherence to the Company’s investment objective and policy mitigates the risk of excessive exposure to one issuer or sector.
The Board manages market risk inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Manager. The Board meets regularly and at each meeting reviews the investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s investment objective and policy. The portfolio does not seek to reproduce any index, investments are selected based upon the merit of individual companies and therefore the portfolio’s performance may well diverge significantly from the benchmark.
A list of investments held by the Company at 30 April 2025 is shown in the Portfolio Valuation. All these investments are subject to price risk.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. The allocation of assets to international markets and the stock selection process both act to reduce market risk. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review the investment strategy. The investments held by the Company are listed on various stock exchanges worldwide, but predominantly in the
If the investment portfolio valuation fell by 10% (2024: 10%) from the amount detailed in the financial statements as at 30 April 2025, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £6,887,000 (2024: £8,371,000). An increase of 10% in the investment portfolio valuation would have an equal and opposite effect on the net capital return before taxation and equity reserves.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities as they fall due. The Investment Manager does not invest in unquoted securities on behalf of the Company. However, the investments held by the Company includes
Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its obligations.
The risk is minimised by using only approved and reputable counterparties with the main counterparty being the Company’s Depositary. Under the
As at 30 April 2025, the credit risk exposure on the Company’s financial assets is £8,735,000 (2024: £3,472,000).
Capital Management
The Company does not have any externally imposed capital requirements, other than those relating to the revolving credit facility. The main covenants relating to the loan facility are:
-- net borrowings will not at any time exceed 25% of the adjusted net asset
value; and
-- adjusted net asset value shall at all times be equal to or greater than
£25,000,000.
The Board considers the capital of the Company to be its issued share capital, reserves and debt. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment objective and by share issuance and buybacks.
30 April 2025 30 April 2024
£’000 £’000
The Company’s capital at 30 April comprised:
Debt
Drawdown from revolving credit facility 10,000 5,000
Equity
Equity share capital 192 225
Retained earnings and other reserves 65,725 81,489
65,917 81,714
Debt as a percentage of net assets 15.2% 6.1%
Gearing
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance in falling markets. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
17 Related parties
The following are considered to be related parties:
-- Key management personnel
Details of the remuneration of all Directors can be found in note 4 and in the Directors’ Remuneration Report.
-- Other related parties
18 Transactions with management
19 Contingent liabilities and capital commitments
As at 30 April 2025 and 30 April 2024, there were no capital commitments in respect of investments not fully paid up and there were no contingent liabilities.
20 Subsequent events
After the balance sheet date, and as announced on 18 June 2025,
In addition, the Board of MIGO and AVI have decided to implement a higher conviction approach to managing MIGO, which will see the portfolio concentrate over time to focus on fewer core holdings.
Furthermore, a revised fee structure will see the management fee to be changed to 0.35% per annum on the lower of MIGO’s market capitalisation and net asset value (NAV) plus a performance fee of 15% of NAV total returns in excess of a SONIA + 3% hurdle, subject to a high watermark. Please refer to the Business Review for further details.
There are no other post balance sheet events which would require adjustment or disclosure in the financial statements.
Further Information and Notice of AGM
Shareholder Information
Share Dealing
Shares can be traded through your usual stockbroker or other authorised intermediary. The Company’s Ordinary shares are traded on the main market of the London Stock Exchange. The Company’s shares are fully qualifying investments for Individual Savings Accounts (“ISAs”).
Share Register Enquiries
The register for the Company’s ordinary shares is maintained by
With queries in respect of your shareholdings, please contact Computershare on 0370 889 3231 (lines are open from 8.30 am to 5.30 pm,
Share Capital and Net Asset Value Information
Ordinary 1p shares 19,246,377 as at 30 April 2025
SEDOL number 3436594
ISIN number GB0034365949
Bloomberg symbol MIGO
The Company releases its net asset value per Ordinary share to the London Stock Exchange daily.
Financial Calendar
Company’s year end 30 April Company’s half-year end 31 October
Annual results announced July Half-Yearly results December
announced
Annual General Meeting 18 September 2025
Annual and Half-Yearly Reports
Copies of the Annual Reports are available from the Company Secretary on 0203 008 4910 and on the Company’s website, www.migoplc.co.uk. Copies of the Half-Yearly Reports are only available on the Company’s website.
AIFM:
The Company’s AIFM is
Investor updates in the form of monthly factsheets are available from the Company’s website, www.migoplc.co.uk
Association of Investment Companies
The Company is a member of the Association of Investment Companies.
Legal Entity Identifier
21380075RRMI7D4NQS20
Alternative Investment Fund Managers’ Directive (“UK AIFMD”) Disclosures
The Company is classified as an Alternative Investment Fund under
During the financial year ended 30 April 2025, the Company’s AIFM and Investment Manager was
Pre-investment Disclosures of the AIFM
The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (“AIFs”) before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made pre-investment are included within an AIFMD Investor Disclosure Document. This, together with other necessary disclosures required under AIFMD, can be found on the Company’s website www.migoplc.co.uk.
Remuneration Disclosure
All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The AIFM’s remuneration disclosures can be found on the Company’s website www.migoplc.co.uk.
AIFMD Leverage Limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at 30 April 2025 are set out below. A figure of 100% means that the exposure is equal to the net asset value and the AIF has no leverage.
Leverage exposure Maximum gross leverage Maximum commitment Maximum level 200% 200% Actual level 100% 100%
Source:
Glossary and Alternative Performance Measures
Adjusted Market Capitalisation
The average of the mid market prices for an Ordinary share as derived from the Daily Official List of the London Stock Exchange on each business day in the relevant calendar month multiplied by the number of Ordinary shares in issue on the last business day of the relevant calendar month, adjusted by adding the amount per Ordinary share of all dividends declared in respect of which Ordinary shares have gone “ex div” in the relevant calendar month, excluding any Ordinary shares held in treasury.
Alternative Performance Measures
Alternative Performance Measures (‘APMs’) are numerical measures of current, historical or future financial performance, financial position or cash flow that are not GAAP measures. APM’s are intended to supplement the information in the financial statements providing useful industry-specific information that can assist shareholders to better understand the performance of the Company.
Agreed by the
AIFM
The Alternative Investment Fund Manager of the Company is
Premium/(Discount) (APM)
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. If the share price is higher than the NAV per share, the shares are said to be trading at a premium. The size of the discount or premium is calculated by subtracting the share price from the NAV per share and then dividing by the NAV per share.
Year ended Year ended
30 April 2025 30 April 2024
Closing NAV per share (p) 342.5 362.6
Closing share price (p) 327.0 346.0
Discount (4.5)% (4.6)%
Gearing (APM)
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance when underlying assets fall in value. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
Gearing is calculated in accordance with guidance from the AIC as follows:
The amount of borrowings as a proportion of net assets, expressed as a percentage.
As at As at
30 April 2025 30 April 2024
£’000 £’000
Total borrowings 10,000 5,000
Total net assets 65,917 81,714
Gearing 15.2% 6.1%
Leverage
Leverage is defined in the
The Gross Method is calculated as total exposure divided by shareholders’ funds. Total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing.
The Commitment Method is calculated as total exposure divided by Shareholders’ Funds. In this instance total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing adjusted for netting and hedging arrangements.
Net Asset Value per share (“NAV”) (APM)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at current market value, having deducted all liabilities and prior charges at their par value (or at their asset value).
Ongoing Charges (APM)
As recommended by the AIC, ongoing charges are defined as the Company’s annualised revenue and capitalised expenses (excluding finance costs and certain non-recurring items) expressed as a percentage of the average monthly net assets of the Company during the year.
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Total expenses from note 3 and note 4 1,318 1,492
Less non-recurring expenses (37) (252)
Total ongoing charges 1,281 1,240
Average net assets 76,098 80,850
Ongoing charges ratio 1.7% 1.5%
The ongoing charges percentage reflects the costs incurred directly by the Company which are associated with the management of a static investment portfolio. Consistent with the AIC guidance, the ongoing charges percentage excludes non-recurring items. Non-recurring expenses in the year ended 30 April 2025 relate to costs incurred on the Company’s realisation opportunity in September 2024. Non-recurring expenses in the year ended 30 April 2024 relate to costs incurred on the transition of Investment Manager and AIFM from Premier Miton to Asset-Value Investors.
Total Returns (APM)
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between trusts with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the Company at the time the shares go ex-dividend (the share price total return) or in the assets of the Company at its NAV per share (the NAV total return).
NAV Total Return (APM)
6 April 2004
One year to Three years Five years to Ten years to (launch) to
to
30 April 30 April 2025 30 April 2025 30 April 2025 30 April 2025
2025
Closing NAV
per share 342.5 342.5 342.5 342.5 342.5
(p)
Opening NAV
per share 362.6 362.6 223.1 181.7 102.5
(p)
Dividend
reinvested 0.6 4.0 4.0 4.0 4.0
(p)
NAV total (5.4%) (4.4%) 55.3% 90.7% 238.1%
return
Share Price Total Return (APM)
6 April 2004
One year to Three years Five years to Ten years to (launch) to
to
30 April 30 April 2025 30 April 2025 30 April 2025 30 April 2025
2025
Closing
share price 327.0 327.0 327.0 327.0 327.0
(p)
Opening
share price 346.0 355.5 214.0 162.8 97.3
(p)
Dividend
reinvested 0.6 4.0 4.0 4.0 4.0
(p)
Share price (5.3%) (6.9%) 54.7% 103.4% 240.1%
total return
NAV Volatility
Volatility is related to the degree to which NAV or prices differ from their mean (the standard deviation). Volatility is calculated by taking the daily NAV or closing prices over the relevant year and calculating the standard deviation of those prices. The daily standard deviation is then multiplied by an annualisation factor being the square root of the number of the trading days in the year.
Year ended Year ended
30 April 2025 30 April 2024
£’000 £’000
Standard deviation of daily NAV (A) 0.6% 0.4%
Number of trading days 253 253
Square root of the number of trading days (B) 15.9 15.9
Annualised volatility (A*B) 8.9% 6.1%
Benchmark
The company’s benchmark is SONIA + 2%, SONIA being the Sterling Overnight Index Average, the sterling Risk-Free Reference Rate preferred by the
The objective of outperforming SONIA + 2% over the longer term reflects the aim of providing a better return to shareholders then they would get by placing money on deposit.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the twenty-first ANNUAL GENERAL MEETING of
Resolutions 1 to 9 (inclusive) are proposed as Ordinary Resolutions and Resolutions 10 to 12 (inclusive) are proposed as Special Resolutions.
Ordinary Resolutions
1 To receive the Strategic Report, Directors’ Report and Auditors’ Report and the audited financial statements for the year ended 30 April 2025.
2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2025.
3
To re-elect Mr
4
To re-elect Ms
5
To re-elect Ms
6
To re-elect Mr
7
To re-appoint
8 To authorise the Audit Committee to determine the Auditor’s remuneration.
9 THAT the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £63,034 (representing approximately one-third of the issued share capital (excluding treasury shares) as at the date of the notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed) during the period commencing on the passing of this Resolution and expiring (unless previously revoked, varied, renewed or extended by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 (the “Section 551 period”), but so that the Directors may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would or might require shares to be allotted or Rights to be granted after the expiry of the Section 551 period and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority conferred by this Resolution had not expired.
Special Resolutions
10 THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise of any such power prior to the date of this Resolution, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the authority under Section 551 of the Act conferred on the Directors by Resolution 9 above as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £18,910, (representing approximately 10% of the issued share capital excluding treasury shares as at the date of the notice of AGM or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed) at a price per share not less than the net asset value per share, such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2026, unless previously revoked, varied or renewed by the Company in General Meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require equity securities or relevant shares to be allotted or sold after the expiry of such power and the Directors may allot equity securities or sell relevant shares in pursuance of such an offer or agreement as if such power had not expired.
11
THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the “Act”) to make purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company (‘Ordinary shares’) for cancellation or for placing into
(a) the maximum number of Ordinary shares authorised to be acquired shall be 2,834,663 (or, if different, 14.99% of the Ordinary shares in issue immediately following the passing of this Resolution);
(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1p;
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall not be more than the higher of:
(i) an amount equal to 105% of the average of the middle market quotations of Ordinary shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and
(ii) the higher of the price of the last independent trade in the Ordinary shares and the highest then current bid for the Ordinary shares on the London Stock Exchange’s market for larger established companies;
(d) this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this Resolution is passed;
(e) the Company may make a contract of purchase for Ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration; and
(f)
any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in
12 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.
All shareholders should look on the Company’s website, www.migoplc.co.uk, for any last changes to the AGM arrangements. In any case, all shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by following the voting instructions overleaf.
By order of the Board
Registered Office: 25 Southampton Buildings,
9 July 2025
Notes
As a shareholder, you have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof.
In order to exercise all or any of these rights you should read the following explanatory notes to the business of the Annual General Meeting.
Note 1: To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast) members must be entered on the Company’s register of members at the close of business on 16 September 2025 (or in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at the close of business on the day which is 48 hours prior to the adjourned meeting) and shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Note 2: A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must attend the meeting for the voting rights conferred to be exercised.
If multiple proxies are appointed they must not be appointed in respect of the same shares. To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each appointment. Each proxy appointment must state clearly the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given.
A proxy form for use in connection with the Annual General Meeting is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at
If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar on 0370 889 3231. Lines are open between 8.30am and 5.30pm, Monday to Friday. The Registrar’s overseas helpline number is +44 370 889 3231.
The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes.
A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Registrar in writing.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.
Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.
Note 3: A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
Note 4: A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
Note 5: The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 2 above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.
Note 6: As at 9 July 2025 (being the date of publication of this notice) the Company’s issued share capital and total voting rights amounted to 18,910,363 Ordinary shares carrying one vote each.
Note 7: A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares:
a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;
b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
Note 8: Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to:
(i) the audit of the Company’s financial statements (including the Auditors’ report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
Note 9: In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting, or
(ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Note 10: CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s Registrar (ID 3RA50) by the latest time for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Note 11: The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice, will be available on the Company’s website: www.migoplc.co.uk
Note 12: None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.
Explanatory Notes to the Resolutions
Resolutions 1 to 9 will be proposed as ordinary resolutions and Resolutions 10 to 12 will be proposed as special resolutions.
Resolution 1 – To receive the Annual Report and Financial Statements
The Annual Report and Financial Statements for the year ended 30 April 2025 will be presented to the AGM and shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and Financial Statements will be mailed to shareholders and can also be found on the Company’s website at www.migoplc.co.uk.
Resolutions 2 – To receive and approve the Directors’ Remuneration Report
Resolution 2 relates to the Directors’ Remuneration Report of the Annual Report.
Resolutions 3 to 6 – Re-election of Directors
Resolutions 3 to 6 deal with the re-election of each Director. Biographies of each of the Directors can be found in the Annual Report.
The Board has confirmed, following a performance review, that the Directors standing for re-election or election continue to perform effectively.
Resolutions 7 and 8 – Re-appointment of auditors
Resolution 7 relates to the re-appointment of
Resolution 9 – Authority to allot ordinary shares
Resolution 9, an ordinary resolution as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance with statutory pre-emption rights. This resolution will authorise the Board to allot ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate nominal value of £63,034, representing approximately one third of the Company’s issued share capital as at the date of the Notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed.
The Company does not currently hold any shares in treasury.
The Board believes that the passing of Resolution 9 is in the shareholders’ interests as the authority is intended to be used for funding investment opportunities sourced by the Investment Manager, thereby mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per Ordinary share. The authority, if given, will lapse at the conclusion of the 2026 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company’s shareholders to do so.
Resolution 10 – Disapplication of pre-emption rights
Resolution 10, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 9, for cash or the sale of shares out of treasury up to an aggregate nominal amount of £18,910, being approximately 10% of the Company’s issued share capital as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately upon the passing of this resolution.
In respect of Resolution 10, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company’s shareholders.
Resolution 11 – Purchase of own shares
Resolution 11, a special resolution, will renew the Company’s authority to make market purchases of up to 2,834,663 ordinary shares (being 14.99% of the issued share capital as at the date of the Notice of AGM), either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an Ordinary share must not be more than the higher of (i) 5% above the average of the mid - market value of the ordinary shares for the five business days before the purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per Ordinary share.
The Directors would only use this authority in order to address any significant imbalance between the supply and demand for the ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV per Ordinary share, which should have the effect of increasing the NAV per Ordinary share for remaining shareholders.
This authority, if approved by shareholders, will expire at the AGM to be held in 2026, when a resolution for its renewal will be proposed.
Resolution 12 – Notice period for general meetings
In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company:
(i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most recent AGM; and
(ii) offers the facility for all shareholders to vote by electronic means.
The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice. The shorter notice period proposed by resolution 12, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2026, when it is intended that a similar resolution will be proposed.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings.
The Annual Report is expected to be posted to shareholders around 22 July 2025
Further copies may be obtained from the Company Secretary,
A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Annual Report will also be available on the Company’s website at www.migoplc.co.uk where up to date information on the Company can also be found.
Ends
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.
