Invesco Asia Dragon Trust Plc - Annual Financial Report
LEGAL ENTITY IDENTIFIER: 549300YM9USHRKIET173
Annual Financial Report Announcement for the Year Ended
The following text is extracted from the Annual Financial Report of the Company for the year ended
This announcement contains regulated information.
•
Transformed by the successful combination with
• NAV total return performance slightly ahead of benchmark over 6 months, slightly behind over 1 year, still strong over longer time periods.
• Share price total return ahead of index over 1 year as the discount narrowed.
•
The Investment Case for
Financial Information and Performance Statistics
The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms)
Total Return Statistics (1) with dividends reinvested
Change for the year (%) 2025 2024 Net asset value (‘NAV’) total return(3) 2.8 2.7 Share price total return(3) 7.1 2.2 Benchmark index total return(4) 3.9 7.9
Capital Statistics
At 30 April 2025 2024 % change Net assets (£’000)(2) 729,912 238,266 +206.3 NAV per share 356.31p 361.51p –1.4 Share price(1) 320.00p 313.00p +2.2 Benchmark index (capital) 1,005.56 989.35 +1.6 Discount(3) per ordinary share: (10.2)% (13.4)% Average discount over the year(1)(3) (11.2)% (11.3)% Gearing(3): – gross 6.0% 5.3% – net 5.7% 4.5%
Revenue Statistics
Year Ended 30 April 2025 2024 % change Income (£’000)(2) 12,683 7,375 +72.0 Net revenue available for ordinary shares (£’000)(2) 10,040 5,422 +85.2 Revenue return per ordinary share 10.67p 8.12p +31.4 Dividends per share(5): – first interim 7.80p 7.20p – second interim 3.90p 6.90p – third interim 3.90p – Total dividends 15.60p 14.10p +10.6 Ongoing charges ratio(3)(6) 0.73% 1.03%
(1) Source: LSEG Data & Analytics.
(2)
Increase during the year ended
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and Alternative Performance Measures on pages 87 and 88 of the financial report for details of the explanation and reconciliations of APMs.
(4) Index returns are shown on a total return basis, with dividends reinvested net of withholding taxes.
(5)
Until
(6)
Year ended
Chairman’s Statement
Highlights
•
Transformed by the successful combination with
• NAV total return performance slightly ahead of benchmark over 6 months, slightly behind over 1 year, still strong over longer time periods.
• Share price total return ahead of index over 1 year as the discount narrowed.
•
The Investment Case for
First of all, a very warm welcome to all our new shareholders, most of whom will have previously been shareholders of
NAV total return performance over the year to
Longer term performance remains excellent with very good performance over 3, 5 and 10 years especially when risk-adjusted. Adjusting the performance generated by the amount of risk taken was one of the key parameters assessed by Asia Dragon’s board before choosing
We announced in our
Shareholders will know that we believe the discount is determined by a combination of demand for Asian equity investment vehicles, the Investment Case for
Annualised Total Return in Sterling Terms to
1 3 5 10
year years years years
Net Asset Value %(3) 2.8 2.2 9.3 7.7
Share Price %(3) 7.1 3.4 9.6 8.1
Benchmark % 3.9 1.7 4.3 5.0
(1) Source: LSEG Data & Analytics.
(2) The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and Alternative Performance Measures on pages 87 and 88 of the financial report for details of the explanation and reconciliations of APMs.
The Investment Case
The investment case rests on accessing the attractions of Asian equity markets through the institutional expertise of
The Corporate Proposition
The Board has continued to review and adopt measures intended to create additional demand for the Company’s shares, both from existing and new shareholders, and to reduce the discount. We have been careful to ensure that the measures chosen are in the best interests of all shareholders. The intention is that the gains from each will combine to make the corporate proposition as compelling as the investment case.
There are multiple elements to our Corporate Proposition, including:
1.
Enhanced dividend policy
: The Board introduced a new enhanced dividend policy in 2020 which aimed to pay in two instalments, in the absence of unforeseen circumstances, a regular dividend equal to approximately 4.0% of the Company’s NAV. At the time of the combination with
Please note that the policy of paying out approximately 4.0% of NAV may not lead to dividend payments increasing every year.
2. 100% Unconditional Tender : Unconditional tender offers will be introduced every three years for up to 100% of the issued share capital at a 4.0% discount to the prevailing NAV (debt at fair value, cum income). The first one will be in early 2028. Unconditional tender offers provide the Board with a strong discount management tool which should constitute an effective and attractive initiative for shareholders and potential new investors alike, unlocking the ability to buy and hold shares with the certainty that the size of their shareholding can be adjusted periodically thereafter, regardless of relative performance or share rating.
3. Minimising Ongoing Charges Rate (OCR) and Fees : Fair and accurate cost disclosure for investment trust companies has again been making headlines over the past year. As a Board we believe that all costs and charges should be clearly disclosed but also that it is important to remember that these costs are the ordinary costs of doing business and that they are already deducted in the net asset value by which we judge performance against our index benchmark.
The Board is responsible for managing the level of charges to shareholders. Our intention is to seek to reduce gradually the level of ongoing charges over time. The ongoing charges level as stated at our year-end is distorted by the effects of the combination and the contribution by Invesco towards the cost of the transaction. Invesco Asia’s OCR to
Other components within the ongoing charges calculation include company secretarial, external auditor, directors’ fees, custody fees and miscellaneous others. Outside the ongoing charges calculation are the costs of gearing and transaction charges, the incidental costs of buying and selling shares within the portfolio. Both of these have always been included within the net asset value calculation.
4.
Buyback Authority
: The Board retains its stated average discount target of less than 10% of NAV calculated on a cum-income basis over the Company’s financial year, although the Directors are cognisant of the fact that the Company’s share rating at any particular time will reflect market conditions and a combination of various factors, a number of which are beyond the Board’s control. Share buybacks will occur where and when we consider (in conjunction with our broker) that such buybacks will be effective, taking into account market factors and the discounts of comparable funds. Over the year we have bought back 1,377,000 shares into
5.
Environmental, Social and Governance Matters (ESG)
: The Board recognises the importance of ESG considerations in delivering value to shareholders and our approach and that of the Manager is explained in detail later in this report. We continue to monitor closely developments in this space and, noting the growing public discourse on climate change, we have asked the Manager to highlight examples of holdings in companies that are helping facilitate the journey towards Net Zero Alignment (’NZA’). The Manager has the resources to assess the risks and opportunities which may result from accelerating ESG-driven change. Their Global ESG function, based in Henley, provides input into the research process and provides a formal ESG oversight process including meetings with the Portfolio Managers and analysts to review the portfolio from an ESG perspective. The Manager is a signatory of the Financial Reporting Council’s Stewardship Code and is an active member of the
As well as monitoring at each board meeting the Manager’s assessment of ESG considerations on individual stock decisions, the Board looks at various indicators of overall ESG progress. We do not expect every indicator to travel in the favoured direction in every period: the portfolio will change as will the measurements. Some factors will have their priorities reassessed over time, for example products with a military use may now be assessed more favourably in light of the changing geopolitical environment. Despite this, we should be able to see progress for many indicators over longer time periods. Some examples: In the year just ended the Manager engaged with 48 of the 57 portfolio holdings, voting against specific resolutions for 28 of them. The Manager met a total of 454 companies over the year, engaging with ESG issues on 280 of them. A year ago, the Company held 24 companies that had not yet set a net zero target date. Now that number is down to 20. That is due in part to active engagement with these companies by Invesco.
6.
Access to Invesco Expertise
:
7.
Engaging more individual shareholders
: We are encouraged that an increasing proportion of our shareholders are individuals, with the proportion of investors who hold shares of
8.
Meeting the Directors and Managers
: One of the main attractions of owning an investment trust over a unit trust or OEIC is that all shareholders have the opportunity of meeting the Directors and the Managers every year at the AGM. This year’s meeting will be held in person at Invesco’s
9. Gearing : The Company intends to use gearing (or borrowings) actively to take advantage of its closed-end structure. At the year end the Company had net gearing of 5.7%.
10. Directors’ Shareholdings : Institutional investors often follow and ask for information on Directors’ holdings of shares in the Company. These are shown in the Directors’ Remuneration Report in the Annual Financial Report and we are required to notify any changes to the stock market by regulatory announcement. Additionally, our Portfolio Managers, Fiona and Ian are both shareholders in the Company and we can confirm that their remuneration by the Manager is partly determined by the performance of the Company.
Cancellation of share premium account
As noted above, on
The Company’s share premium account is a non-distributable reserve and the Company is therefore unable to use it either for making purchases of its own shares or for making distributions to shareholders, including the payment of dividends. As at 30
Accordingly, in order to enhance the Company’s distributable reserves position, the Company is seeking shareholder approval at the AGM to cancel the Company’s share premium account. If approved by shareholders, and subsequently by the Court, this will result in an increase of the Company’s distributable reserves and thereby provide greater flexibility to the Company in the future to make purchases of its shares and other distributions to shareholders, including the payment of dividends.
Please refer to the Directors’ Report on pages 39 to 42 for further detail.
Update
Since
Outlook
After a prolonged period of uncertainty was capped off in spectacular fashion by President Trump’s tariff announcements, it is now possible to say that the worst
appears to be behind us. Tariff levels now appear to be clearer and many companies will be able to work around them. Further sector by sector trade deals are likely to emerge. It was always the case that
Chairman
Portfolio Managers’ Report Q&A
Portfolio Manager
Portfolio Manager
Q How has the Company performed in the year under review?
A
The Company’s net asset value grew by 2.8% (total return, in sterling terms) over the twelve months to
The performance narrative for the period was broadly positive, with Asian equity markets enjoying positive momentum for most of the period, supported by the start of a global rate easing cycle, attractive starting valuations and robust corporate earnings.
However, it has not been plain sailing, with Asian markets weakening initially in response to the US election result, before a
Against this backdrop, the portfolio delivered a positive return, albeit behind that of the benchmark index. Strong stock selection across different countries and sectors has helped compensate for the impact of being overweight the two worst performing markets in
Q What have been the biggest contributors to relative performance?
A
Chinese and ASEAN internet companies, and banks from across
In financials,
Kasikornbank
enjoyed a share price re-rating as asset quality concerns eased and the market started to focus on the prospect of this well capitalised Thai bank paying higher dividends. Indian private banks added value, particularly
HDFC Bank
on the back of better-than-expected earnings, while
United Overseas Bank
in
Q And detractors?
A
Meanwhile, LG Chemical has faced ongoing challenges in its chemical business and a slowdown in EV battery demand, at the same time as capital expenditure has remained high, which has impacted profitability. A slowdown in India’s economy impacted Delhivery’s supply chain solutions segment, a key revenue contributor. Anglo American ended the period lower after its board rejected BHP’s takeover offer, with restructuring plans underway that we expect to unlock shareholder value.
Indonesian stocks were generally weak, particularly cement manufacturer
Semen
Q How are you dealing with US tariffs and current levels of uncertainty?
A Trump’s partial climbdown on tariffs has settled markets, but uncertainty remains high given the lack of visibility and the erratic nature of policy making under the current US administration. Tariffs remain in place higher than pre Trump but at lower levels than first announced. While there has been some downward revision to earnings expectations, there is scope for further adjustment and a need to factor in a higher risk premium given reduced visibility, particularly in more cyclical sectors.
We have been very focussed on fundamentals, and speaking to our portfolio companies to get their perspectives and better understand how tariffs may impact their business strategy and future earnings. No changes were made to the portfolio, which overall has only limited exposure to exporters. Many of the businesses that we invest in generate most of their earnings domestically and have the benefit of a strong balance sheet. At times like this, one is reminded of the benefit of having a portfolio (ex-financials) that enjoys a net cash position in aggregate.
Whatever happens next, tariffs are a lose-lose proposition, but Asian companies have been managing this risk for several years now and intra-Asian emerging markets trade has been increasing despite global trade stagnating. Good companies have been able to find other markets to export to. Some companies may even benefit if it means less competition from weaker players, and they are better at reorganising their supply chains.
Q Have you any specific examples of how companies have been affected?
A
MINTH
is probably the best example, a Chinese auto parts manufacturer in what was already a tough industry. However, the company is well positioned and could be a relative winner. It has already built local manufacturing capability in the US and
Q
A
That’s the obvious trade. Markets like
One area we have been monitoring is the Indian IT services sector, as macro uncertainty sees clients delay or cut discretionary IT spending plans. Although valuations have pulled back from higher levels, they still appear expensive relative to history. Instead, we’ve been adding to EPAM Systems, a US-listed peer with a significant Asian footprint, that has already de-rated to what we consider to be a significant discount to fair value. EPAM’s revenues are also less exposed to legacy technology than the Indian companies, so it ought to be able to grow faster when the recovery eventually happens.
Q
A
Investor sentiment has been negatively impacted by the direction of policy under
Unfortunately, this has coincided with a weak patch for Indonesia’s economy, as post-Covid inflation has weighed on lower income cohorts. However, the current account is close to being in surplus, debt/GDP ratios are low, with an orthodox monetary policy and limited signs of excess. So, when we look at the valuation of the Indonesian market, which on a price to book basis, is as lowly rated as at any time since the end of the Asian Financial Crisis, we are left asking ourselves whether the market is pricing the risks correctly, or is there an opportunity being created by investors’ fears?
MSCI Indonesia, Price-to-book ratio
Source: Bloomberg, Invesco as at
Domestic political risk has risen as economic growth has slowed, and the risks appear greater than they were a few years ago. However, we believe the economy is resilient enough to cope with likely headwinds from domestic policy making, and many of these risks already appear to have been priced by the market. Earnings growth is unlikely to be particularly strong, but that is already more than reflected in ‘crisis’ valuations, while our banks and telecom holdings have very attractive dividend yields of 7-9%. All that’s lacking is an obvious catalyst for positive earnings revisions.
So, we have increased our overweight position, selectively adding to existing holdings as well as introducing
Bank Rakyat
Q Are there any other changes to positioning worth flagging?
A
The portfolio continues to have modest overweight positions in
In
Finally, we sold: the last of our small holding in Vietnamese steel producer
Q Any final thoughts?
A
Irrespective of current macro uncertainty,
Asian equities currently offer double-digit earnings growth, with reasonable valuation levels across much of the universe. However, the asset class continues to trade at a significant discount to global equities, particularly the US market. Furthermore, Asian currencies have started to strengthen relative to the US dollar, which remains overvalued against most currencies, with the performance of Asian equity markets having historically tended to benefit from a weakening US dollar trend. This continues to be fertile ground for active stock pickers, with significant valuation disparity across Asian markets, and genuine improvements in shareholder return policies.
Whilst we remain mindful of geopolitical risks and the uncertainty that may come with the Trump administration’s pursuit of protectionist policies, Asian corporates have healthy balance sheets and competitive advantages which could make them more resilient than what is being implied in valuations. Moreover, if specific channels of global trade are forced to reconfigure away from
Portfolio Managers
Investments in Order of Valuation
at
Ordinary shares unless stated otherwise
† The sector group is based on MSCI and Standard & Poor’s Global Industry Classification Standard.
Market
Value % of
Company Sector† Country £’000 Portfolio
Taiwan Semiconductor Semiconductors and Taiwan 71,612 9.3
Semiconductor Equipment
Manufacturing
TencentR Media and Entertainment China 57,939 7.5
Samsung Electronics Technology Hardware and South Korea
Equipment
– ordinary shares 29,797 3.9
– preference shares 17,407 2.2
47,204 6.1
HDFC Bank Banks India 45,458 5.9
AIA Insurance Hong Kong 29,375 3.8
KasikornbankF Banks Thailand 28,507 3.7
NetEaseR Media and Entertainment China 27,963 3.6
AlibabaR Consumer Discretionary China 25,931 3.3
Distribution and Retail
Shriram Finance Financial Services India 18,870 2.4
United Overseas Bank Banks Singapore 18,694 2.4
Top Ten Holdings 371,553 48.0
Full Truck Alliance – Transportation China 17,820 2.3
ADS
Grab Transportation Singapore 17,524 2.3
Anglo American Materials United Kingdom 15,399 2.0
ENN EnergyR Utilities China 14,591 1.9
JD.comR Consumer Discretionary China 14,477 1.9
Distribution and Retail
ICICI Bank – ADR Banks India 14,277 1.8
China Resources Beer Food, Beverage and Hong Kong 13,921 1.8
Tobacco
H WorldR Consumer Services China
– ordinary shares 7,004 0.9
– ADR 6,812 0.9
13,816 1.8
Samsung Fire & Marine Insurance South Korea 13,725 1.8
WuliangyeA Food, Beverage and China 12,928 1.7
Tobacco
Top Twenty Holdings 520,031 67.3
Yageo Technology Hardware and Taiwan 12,915 1.7
Equipment
CK Asset Real Estate Management Hong Kong 12,507 1.6
and Development
YiliA Food, Beverage and China 12,301 1.6
Tobacco
Largan Precision Technology Hardware and Taiwan 12,182 1.6
Equipment
Bank Rakyat Banks Indonesia 12,111 1.6
Sands China Consumer Services Hong Kong 11,385 1.5
Astra International Capital Goods Indonesia 10,976 1.4
Hyundai Mobis Automobiles and South Korea 10,828 1.4
Components
Naver Media and Entertainment South Korea 10,546 1.3
MediaTek Semiconductors and Taiwan 9,839 1.3
Semiconductor Equipment
Top Thirty Holdings 635,621 82.3
Link REIT Equity Real Estate Hong Kong 9,471 1.2
Investment Trusts (REITs)
PT Bank Negara Banks Indonesia 8,570 1.1
Indonesia
Persero
Telkom Indonesia Telecommunication Indonesia 8,482 1.1
Services
Vinamilk Food, Beverage and Vietnam 7,795 1.0
Tobacco
Delhivery Transportation India 7,679 1.0
Woodside Energy Energy Australia 7,182 0.9
Sany Heavy IndustryA Capital Goods China 6,634 0.9
KB Financial Banks South Korea 6,587 0.9
PDD Holdings – ADS Consumer Discretionary Ireland 6,587 0.9
Distribution and Retail
Power Grid Utilities India 6,497 0.8
Top Forty Holdings 711,105 92.1
Samsung E&A Capital Goods South Korea 5,991 0.8
LG Chemical Materials South Korea 5,814 0.7
Uni-President Food, Beverage and Taiwan 5,365 0.7
Tobacco
EPAM Systems Software and Services United States 5,332 0.7
LG Household & Health Household and Personal South Korea 5,168 0.7
Care Products
Shenzhen Mindray Health Care Equipment and China 5,029 0.6
Services
Bio-MedicalA
TingyiR Food, Beverage and China 3,756 0.5
Tobacco
Beijing Capital Transportation China 3,700 0.5
International
AirportH
SK Hynix Semiconductors and South Korea 3,666 0.5
Semiconductor Equipment
Semen Indonesia Materials Indonesia 3,607 0.5
Top Fifty Holdings 758,533 98.3
Tencent Music Media and Entertainment China 3,574 0.4
Entertainment
– ADS
MINTH Automobiles and Hong Kong 3,143 0.4
Components
Sea – ADS Media and Entertainment Singapore 2,341 0.3
Shenzhen TranssionA Technology Hardware and China 2,271 0.3
Equipment
Dyno Nobel Chemicals Australia 1,290 0.2
China MeiDong AutoR Consumer Discretionary China 1,043 0.1
Distribution and Retail
Lime CoUQ Capital Goods South Korea 34 –
Total Holdings 57 772,229 100.0
(2024: 58)
A:
A-shares – shares that are denominated in Renminbi and traded on the
ADR/ADS: American Depositary Receipts/Shares – are certificates that represent shares in the relevant stock and are issued by a US bank. They are denominated and pay dividends in US dollars.
F:
F-Shares – shares issued by companies incorporated in
H:
H-Shares – shares issued by companies incorporated in the People’s
R:
UQ: Unquoted investment.
Classification of Investments by Country/Sector
at 30 April
2025 2024
Market Value % of Market Value % of
£’000 Portfolio £’000 Portfolio
Australia
Chemicals 1,290 0.2 – –
Energy 7,182 0.9 – –
Insurance – – 1,970 0.8
Materials – – 1,721 0.7
8,472 1.1 3,691 1.5
China
Capital Goods 6,634 0.9 – –
Consumer Discretionary 41,451 5.3 14,111 5.7
Distribution and Retail
Consumer Durables and Apparel – – 5,912 2.4
Consumer Services 13,816 1.8 1,199 0.5
Food, Beverage and Tobacco 28,985 3.8 10,945 4.3
Health Care Equipment and Services 5,029 0.6 – –
Insurance – – 2,070 0.8
Media and Entertainment 89,476 11.5 23,524 9.3
Pharmaceuticals, Biotechnology and – – 3,371 1.3
Life Sciences
Technology Hardware and Equipment 2,271 0.3 – –
Transportation 21,520 2.8 6,993 2.8
Utilities 14,591 1.9 2,981 1.2
223,773 28.9 71,106 28.3
Hong Kong
Automobiles and Components 3,143 0.4 3,337 1.3
Consumer Durables and Apparel – – 2,186 0.9
Consumer Services 11,385 1.5 – –
Equity Real Estate Investment 9,471 1.2 3,469 1.4
Trusts (REITs)
Food, Beverage and Tobacco 13,921 1.8 1,735 0.7
Insurance 29,375 3.8 9,600 3.8
Real Estate Management and 12,507 1.6 4,746 1.9
Development
79,802 10.3 25,073 10.0
India
Banks 59,735 7.7 15,598 6.2
Financial Services 18,870 2.4 5,760 2.3
Transportation 7,679 1.0 3,751 1.5
Utilities 6,497 0.8 1,737 0.7
92,781 11.9 26,846 10.7
Indonesia
Banks 20,681 2.7 3,154 1.3
Capital Goods 10,976 1.4 2,942 1.2
Materials 3,607 0.5 2,320 0.9
Telecommunication Services 8,482 1.1 1,916 0.7
43,746 5.7 10,332 4.1
Ireland
Consumer Discretionary 6,587 0.9 – –
Distribution & Retail
Money Market Fund – – 1,494 0.6
6,587 0.9 1,494 0.6
Singapore
Banks 18,694 2.4 5,407 2.2
Media and Entertainment 2,341 0.3 2,756 1.1
Transportation 17,524 2.3 3,810 1.5
38,559 5.0 11,973 4.8
South Korea
Automobiles and Components 10,828 1.4 2,532 1.0
Banks 6,587 0.9 2,631 1.0
Capital Goods 6,025 0.8 37 –
Household and Personal Products 5,168 0.7 1,572 0.6
Insurance 13,725 1.8 5,399 2.1
Materials 5,814 0.7 3,776 1.5
Media and Entertainment 10,546 1.3 – –
Semiconductors and Semiconductor 3,666 0.5 6,045 2.4
Equipment
Technology Hardware and Equipment 47,204 6.1 19,021 7.6
109,563 14.2 41,013 16.2
Switzerland
Consumer Durables and Apparel – – 2,845 1.1
– – 2,845 1.1
Taiwan
Food, Beverage and Tobacco 5,365 0.7 1,724 0.7
Semiconductors and Semiconductor 81,451 10.6 26,198 10.4
Equipment
Technology Hardware and Equipment 25,097 3.3 10,668 4.2
111,913 14.6 38,590 15.3
Thailand
Banks 28,507 3.7 6,994 2.8
28,507 3.7 6,994 2.8
United Kingdom
Materials 15,399 2.0 6,171 2.5
15,399 2.0 6,171 2.5
United States
Software & Services 5,332 0.7 – –
5,332 0.7 – –
Vietnam
Food, Beverage and Tobacco 7,795 1.0 2,908 1.2
Materials – – 2,211 0.9
7,795 1.0 5,119 2.1
Total 772,229 100.0 251,247 100.0
Sector over/underweights (%)
As at
Company Index Active
Consumer Staples 7.93 3.93 4.00
Communication
Services 14.36 11.14 3.22
Financials 25.40 22.64 2.76
Industrials 9.11 7.33 1.78
Real Estate 2.85 2.25 0.60
Utilities 2.73 2.63 0.10
Materials 3.38 3.64 –0.26
Energy 0.93 3.26 –2.33
Health Care 0.65 3.60 –2.95
Information
Technology 21.37 24.69 –3.32
Consumer
Discretionary 11.29 14.89 –3.60
Country over/underweights (%)
As at
Company Index Active
Indonesia 5.67 1.43 4.24
South Korea 14.19 10.66 3.53
Thailand 3.69 1.42 2.27
United Kingdom 1.99 0.00 1.99
Australia 1.10 0.00 1.10
Vietnam 1.01 0.00 1.01
Singapore 4.99 4.11 0.88
Ireland 0.85 0.00 0.85
China & Hong Kong 39.31 38.60 0.71
United States 0.69 0.04 0.65
Macau 0.00 0.18 –0.18
Philippines 0.00 0.59 –0.59
Malaysia 0.00 1.59 –1.59
Taiwan 14.49 19.42 –4.93
India 12.02 21.96 –9.94
Business Review
Purpose, Business Model and Strategy
The Company’s purpose is to provide shareholders with long-term capital growth and income by investing in a diversified portfolio of Asian and Australasian companies. The business model the Company has adopted to achieve its investment objective has been to contract out investment management and administration to appropriate external service providers, which are overseen by the Board. The principal service provider is
The Manager provides company secretarial, marketing and general administration services including accounting and manages the portfolio in accordance with the Board’s strategy.
The Company also has contractual arrangements with MUFG Corporate Markets (formerly known as
Investment Objective
The Company’s objective is to provide long-term capital growth and income by investing in a diversified portfolio of Asian and Australasian companies. The Company aims to achieve growth in its net asset value (‘NAV’) total return in excess of the Benchmark Index, the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).
Investment Policy
The Company invests primarily in the equity securities of companies listed on the stock markets of
The Company is actively managed and the Manager has broad discretion to invest the Company’s assets to achieve its investment objective. The Manager seeks to ensure that the portfolio is appropriately diversified having regard to individual stock weightings and the geographic and sector composition of the portfolio.
Investment Limits
The Board has prescribed limits on the investment policy, including:
– exposure to any one company may not exceed 15% of total assets;
– exposure to group-related companies may not exceed 15% of total assets;
– the Company may not invest more than 10% of total assets in any one listed closed-ended investment fund including ETFs;
– the Company may not invest more than 10% in aggregate in unquoted investments;
– the Company may invest in warrants and options up to a maximum of 10% of total assets. Apart from these and currency hedges, other derivative instruments are not permitted; and
– the Company may use borrowings up to 25% of net assets.
With the exception of borrowings in foreign currency, the Company does not normally hedge its currency positions but may do so if considered appropriate.
All the above limits are applied at the time of acquisition, except gearing which is monitored on a daily basis.
Borrowing and Debt
The Company’s borrowing policy is determined by the Board. The level of borrowing may be varied in accordance with the Portfolio Managers’ assessment of risk and reward, subject to the overall limit of 25% of net assets and the availability of suitable finance. In normal market conditions, the level of borrowing is expected generally to be no more than 15% of net assets.
Performance and Key Performance Indicators
The Board reviews performance by reference to a number of Key Performance Indicators which include the following:
• the NAV and share price;
• peer group performance;
• discount;
• dividend; and
• ongoing charges ratio.
A chart showing the total return NAV and share price performance compared to the Company’s benchmark index can be found on page 6.
Peer group performance
is monitored in relation to five investment trusts in the Asia Pacific Equity Income sector and four investment trust companies in the
The
discount
of the shares is monitored on a daily basis. During the year the shares traded at a discount to NAV in a
range of 7.0% to 15.7% with an average discount of 11.2%. The graph on page 25, plots the discount over the two years to
30
The Board considers it desirable that the Company’s shares do not trade at a significant discount to NAV and believes that, in normal market conditions, the shares should trade at a price which on average represents a discount not more than 10% of NAV on a cum ≠ income basis. To enable the Board to take action to deal with any material overhang of shares in the market it seeks authority from shareholders annually to buy back shares. Shares may be repurchased when, in the opinion of the Board, the discount is wider than desired and shares are available in the market. The Board considers that the repurchase of shares at a discount will enhance net asset value for remaining shareholders and may also assist in addressing the imbalance between the supply of and demand for the Company’s shares and thereby reduce the scale and volatility of the discount at which the shares trade in relation to the underlying net asset value.
Discounts across the whole investment trust sector, not just Asian trusts, remain elevated and the average discount of the share price to net asset value was higher than the Board’s tolerance at 11.2%. The Board undertook a buyback programme during the year and as at 30
The ten year record for dividends can be found on page 6, and the ongoing charges ratio for the last two years on page 88.
Results and Dividend
For the year ended
Prior to implementation of the combination with
Following implementation of the combination the Company maintained its current policy of paying an aggregate annual dividend equal to approximately 4.0% of its NAV, but increased the frequency of its dividend payments to a quarterly basis (i.e. approximately 1.0% every three months), with payments to be made in January, April, July and October of each year.
In addition, and with effect from
Whilst the quarterly interim dividends are not subject to a resolution at the forthcoming AGM, a resolution to approve the Company’s dividend payment policy will be put to shareholders at the AGM on 18
Financial Position and Borrowing
The Company’s balance sheet on page 65 shows the assets and liabilities at the year end. Details of the Company’s bank facility are shown in note 11 to the financial statements, with interest paid (finance costs) shown in note 5.
Outlook, including the Future of the Company
The main trends and factors likely to affect the future development, performance and position of the Company’s business can be found in the Portfolio Managers’ Report of this Strategic Report. Further details of the principal risks affecting the Company are set out in the section: ‘Principal and Emerging Risks and Uncertainties’ on pages 27 to 31.
Investment Process
At the core of the Manager’s philosophy is a belief in active investment management. Fundamental principles drive an active investment approach, which aims to deliver attractive total returns over the long term. The investment process emphasises pragmatism and flexibility, active management, a focus on valuation and the combination of top-down and bottom-up fundamental analysis. Bottom-up analysis forms the basis of the investment process. It is the key driver of stock selection and is expected to be the main contributor to alpha generation within the portfolio. Portfolio construction at sector level is largely determined by this bottom-up process but is also influenced by top-down macroeconomic views.
Research provides a detailed understanding of a company’s key historical and future business drivers, such as demand for its products, pricing power, market share trends, cash flow and management strategy. This allows the Manager to form an opinion on a company’s competitive position, its strategic advantages/disadvantages and the quality of its management. The team has contact with several hundred companies during each year. The portfolio management team travel to the region 3-4 times per year. The Manager will also use valuation models selectively in order to understand the assumptions that brokers/analysts have incorporated into their valuation conclusions and as a structure into which the Manager can input its own scenarios.
Risk management is an integral part of the investment management process. Core to the process is that risks taken are not incidental but are understood and taken with conviction. The Manager controls stock-specific risk effectively by ensuring that the portfolio is appropriately diversified.
Also, in-depth and constant fundamental analysis of the portfolio’s holdings provides the Manager with a thorough understanding of the individual stock risk taken. The Manager’s internal Performance & Risk Team, an independent team, ensures that the Portfolio Managers adhere to the portfolio’s investment objectives, guidelines and parameters. There is also a culture of challenge and debate within the portfolio management team regarding portfolio construction and risk.
The Manager considers ESG and climate related risks as part of the overall investment process. Further details on this aspect of the process is discussed on pages 14 and 15.
Internal Control and Risk Management
The Directors have overall responsibility for the risk control framework and are responsible for reviewing the effectiveness of these controls. This includes safeguarding the Company’s assets. The following describes how the Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.
The Audit Committee (the ‘Committee’), on behalf of the Board, has established an ongoing process for identifying and undertaking a rigorous assessment of current and emerging risks to which the Company is exposed. This assessment references a risk control summary, which maps the risks, mitigating controls in place, and monitoring and reporting of relevant information.
As part of the process, the Committee has categorised into four categories: strategic; investment management; third party service providers; and regulation and corporate governance. An explanation of these categories follows.
Strategic Risk
The Board sets the strategy including objectives of the Company and how these should be achieved. The Board assesses the performance of the Company in the context of the market and macro-economic issues, and gives direction, while monitoring the Manager and other third parties for the actions they take on behalf of the Company.
Investment Management Risk
Investment management covers management of the portfolio together with cash management, gearing and hedging i.e. the items which the Portfolio Managers have control of, and which generate the Company’s performance.
Third Party Service Providers Risk
The Company has no employees and its Directors are appointed on a non-executive basis. The Company is reliant on Third Party Service Providers (‘TPP’) for its executive functions. The Company’s most significant
Regulation and Corporate Governance Risk
The regulations with which the Company is required to comply include the provisions of the Companies Act 2006, the
The residual risk ratings analysed in the Risk Control Matrix, enable the Directors to concentrate on those risks that are most significant and also forms the basis of the list of principal risks and uncertainties.
The Company’s oversight and its control environment is based on the Company’s relationship with its TPPs all of which have clearly defined lines of responsibility, delegated authority, and control procedures and systems. The Company uses the three lines of defence model, which is also embedded into the Manager’s risk management systems.
The effectiveness of the Company’s internal control and risk management system is reviewed at least annually by the Committee. The Committee has received satisfactory reports on the operations and systems of internal control of the Manager, custodian and registrar. Reports on the Manager encompassed all the areas the Manager is responsible for: investment management, company secretarial and general administration. The Committee also received a comprehensive and satisfactory report from the depositary at the year end Committee meeting.
Due diligence is undertaken and contracts considered before arrangements are entered into with any
Reporting to the Board at each board meeting comprises, but is not limited to: financial reports, including any hedging and gearing; updates in relation to implementation of strategy; performance against the benchmark and the Company’s peer group; the Portfolio Managers’ review, including of the market, the portfolio, transactions and prospects; revenue forecasts; ESG; and investment monitoring against investment guidelines. The Portfolio Managers are permitted discretion within these guidelines, which are set by the Board. Compliance with the guidelines is monitored daily. Any proposed variation to these guidelines is referred to the Board.
Principal and Emerging Risks and Uncertainties
With the support of the Manager, the Audit Committee maintains a detailed risk control summary matrix that identifies the principal risks and uncertainties to which the Company is exposed, along with strategies to mitigate them as effectively as possible. Principal risks are defined as those risks where the combination of probability and impact is most significant and could seriously affect the Company’s performance, future prospects or reputation. The Directors have evaluated the likelihood and perceived impact of each risk after implementing mitigating actions. They then determine the acceptability of the residual risk, which defines the Board’s risk appetite.
Following the implementation of the combination, the Board conducted a thorough review of risks which could impact the Company’s sustainable success. Given the substantial increase in the Company’s assets as a result of the combination, this exercise was aimed at reassessing the Company’s principal and emerging risks, identifying new risks and taking the necessary actions to mitigate their potential impact. As a result of this review the risk control summary was revised accordingly, resulting in some risks being reclassified as principal risks and the identification of one emerging risk.
Given this review the Directors affirm that they have conducted a robust assessment of the principal and emerging risks facing the Company, including those that could jeopardise its business model, future performance, solvency, or liquidity.
In addressing other risks, the Board aims to balance the potential impact and likelihood of each risk with its capacity and willingness to control and mitigate the risk to an acceptable level.
Risk & Impact Controls & Mitigation Trend During Year
Strategic Risk
Geopolitical Risk
This encompasses the potential
for political, social economic
and cultural developments to
impact the value of the
company’s assets adversely and The Manager evaluates and
materially. The escalation of assesses political risk as part
geopolitical tensions globally of the stock selection and
presents a growing risk to asset allocation policy which
market stability and overall is monitored at every Board
investment landscape. The meeting. This includes
company remains exposed to political, military and
these uncertainties, diplomatic events and changes
particularly in relation to to legislation. Balancing
concerns surrounding global political risk and reward is an
economic growth, rising essential part of the active
political volatility, and the management process.
increased risks of
protectionist measures, The Manager maintains robust
including tariffs on exported systems, experienced personnel,
goods. These factors may and established controls to
materially affect the monitor market conditions
performance of the company’s continuously and respond
assets. swiftly to periods of financial Unchanged
stress or crisis.
China specific risks:
investing in China is subject Forward-looking scenario
to the risks associated with analysis and stress testing,
investing in emerging markets covering a range of moderate to
generally and China-specific severe market conditions, are
risks. The latter include conducted to support the
greater Government Board’s assessment and
intervention and control of confirmation of the Company’s
the economy, changes in its long-term viability.
legal and regulatory systems,
uncertainty surrounding its The Portfolio Managers
relationship with Taiwan , and incorporate Chinese
currency related risks, macroeconomic data, market
including possible blocks and intelligence, and relevant
restrictions on repatriation political analysis into their
of foreign currency. Board reporting to support
Deterioration of the ongoing oversight and
relationship between China and decision-making.
the West, which may result in
imposition of sanctions, could
have an adverse impact and
present risks to the company’s
financial position and
investments.
While market risk is an
inherent and unavoidable aspect
of investing across global
markets, it is actively
monitored and managed through
portfolio diversification,
disciplined asset allocation,
and ongoing dialogue with the
Manager. The Manager integrates
risk considerations into
portfolio construction and
investment strategy, aiming to
mitigate the impact of adverse
market movements.
The Board receives regular
updates from the Manager on
market conditions and outlook,
and oversees the application of
the Company’s policies on
gearing and liquidity. Within
agreed parameters, the Manager
is granted discretion to manage
cash and leverage levels,
Strategic Risk enabling responsive risk
management aligned with
Market Risk prevailing market dynamics. The
Board closely monitors the
Market risk refers to the effectiveness of these measures
potential for the Company’s and the investment process as a
investments to incur losses whole.
due to broad-based factors
that impact the performance of The Company has a diversified Unchanged
financial markets as a whole, investment portfolio by
commonly known as systematic country, sector and stock. Due
risk. The Company’s market to its investment trust
risk exposure encompasses structure, no forced sales need
three primary components: to take place and investments
equity market risk, currency can be held over a longer term
risk, and interest rate risk. horizon. However, there are few
ways to mitigate absolute
market risk because it is
engendered by factors which are
outside the control of the
Board and the Manager. These
factors include the general
health of the world economy,
interest rates, inflation,
government policies, industry
conditions, and changing
investor demand and sentiment.
Such factors may give rise to
high levels of volatility in
the prices of investments held
by the Company.
Further details of the
Company’s exposure to market
risk (including market price
risk, currency risk and
interest rate risk), liquidity
risk and credit risk and how
they are managed are contained
in note 16 to the financial
statements onpages 73 to 76.
Strategic Risk The Board receives regular
reports from both the Manager
Share Price Discount to NAV and the Company’s broker on the
Company’s share price
The Company’s shares may trade performance, level of share
at a persistent discount to price discount to NAV and
Net Asset Value (NAV), and the recent trading activity in the
absolute level or volatility Company’s shares.
of this deviation may
negatively impact shareholder As a result of the Unchanged
value. implementation of the
combination, the Board has also
Furthermore, a prolonged and strengthened the Company’s
significant discount to NAV Corporate Proposition by
may attract the attention of introducing initiatives to help
activist investors, address the Company's share
potentially leading to rating including triennial
strategic or structural unconditional tender offers and
pressures on the Company. an updated dividend policy.
The Company’s operational
structure means that all cyber
risk arises at it’s TPPs and
this risk is heightened by
Third Party Service Provider technological advancement such
Risk as Artificial Intelligence
(AI).
Cybersecurity and Operational
Resilience Risk The Audit Committee receives
regular updates on the
A cyber incident affecting the Manager’s information and cyber
Manager’s systems could impair security. This includes updates
the accurate monitoring and on the cyber security
reporting of the Company’s framework, staff resource and
financial position, and training, and the testing of
compromise the its security systems designed
confidentiality, integrity, or to protect against a cyber
availability of sensitive security attack.
data. Additionally,
cyberattacks targeting the As well as conducting a regular
Company’s third-party service review of TPPs audited service Unchanged
providers may disrupt the organisation control reports,
delivery of critical services the Audit Committee monitors
or lead to the loss or TPPs’ business continuity plans
misappropriation of Company and testing including the TPPs’
assets. Such events could and Manager’s regular ‘live’
materially impact the testing of workplace recovery
Company’s operations and arrangements should a cyber
stakeholder confidence. event occur.
The Company’s operational In addition, the Manager’s
structure means that all cyber operational resilience plan is
risk arises at it’s Third reviewed on an ongoing basis
Party Providers and this risk and the Directors are satisfied
is heightened by technological that the Manager has in place
advancement such as Artificial robust plans and infrastructure
Intelligence (AI). to minimise the impact on its
operations so that the Company
can continue to trade, meet
regulatory obligations, report
and meet shareholder
requirements.
Investment Management Risk
Investment Strategy &
Performance The Board has put in place
investment limits and
The Company’s investment guidelines which are monitored
objectives, strategy and/or and reported by the Manager.
performance no longer meets
investors’ demands. The Portfolio Managers attend
each Board meeting where
The adoption of an performance is discussed and
inappropriate investment detailed reports are reviewed.
strategy, whether through
suboptimal asset allocation, The Board regularly compares
excessive or insufficient the Company’s NAV performance
gearing, or misalignment with over both the short and long
market conditions, may lead to term to that of the benchmark
underperformance relative to and peer group as well as Unchanged
the Company’s benchmark and reviewing the portfolio’s
its peer group over a 3 to 5 performance against benchmark
year period. (attribution) and risk adjusted
performance (volatility, beta,
Furthermore, the effectiveness tracking error, Sharpe ratio)
of the Manager’s investment of the Company and its peers.
approach, including strategic
execution and adequacy of The Portfolio Managers can use
resourcing, is critical to gearing within parameters set
delivering sustainable by the Board.
performance. Any deficiencies
in these areas may result in The Board generally holds a
prolonged underperformance, separate meeting devoted to
impairing the Company’s investment and wider strategic
ability to meet its stated matters each year.
objectives and diminishing its
attractiveness to existing and
prospective investors.
Strategic Risk
Currency and Exchange Rate
Risk
The Company is exposed to
currency risk arising from its
Asian investment strategy, With the exception of
which involves holding assets borrowings in foreign currency,
and generating income in a the Company does not normally
range of non-sterling hedge its currency positions
currencies. Fluctuations in but may do so should the
exchange rates, particularly Portfolio Managers or the Board
between sterling and other feel this to be appropriate. Unchanged
major currencies, can Contracts are limited to
materially impact returns, as currencies and amounts
well as the level of income commensurate with the asset
received from overseas exposure. The foreign currency
investments. exposure of the Company is
reviewed at Board meetings.
Further, shifts in
macroeconomic factors such as
inflation and interest rates
may further amplify exchange
rate movements, contributing
to variability in portfolio
returns.
Emerging Risk
The AIC Code of Corporate Governance mandates the Audit Committee to establish procedures for identifying emerging risks facing the Company. These risks are defined as potential trends, sudden events, or changing risks characterised by a high degree of uncertainty regarding their occurrence probability and possible effects on the Company.
Once identified, as the impact of emerging risks becomes clearer, they may be added to the Company’s risk matrix, and mitigating actions considered as necessary. Previously identified emerging risks are either removed from the risk matrix if they are no longer considered potential risks to the Company or escalated to principal risks.
At the time of this report's publication, the Board, through the Audit Committee, has identified the following principal emerging risk to the Company.
Risk & Impact Controls & Mitigation Trend During Year
Strategic Risk
Shareholder Activism Risk
The following mitigants are in
place and, in conjunction with
the Manager, are reviewed by
the Board regularly:
• Strong Governance Framework
A robust and transparent
governance structure is in
place which includes an
independent Board with diverse
expertise. This ensures that
the interests of all
shareholders are properly
represented. Clear policies on
shareholder engagement and
decision-making processes are
The Company may be exposed to in place which may limit the
shareholder activism, where likelihood of activism.
investors or groups of
investors seek to influence • Regular Shareholder
management decisions, Engagement
corporate strategy, or
governance practices. Activist The Company and Manager have in
shareholders may have place processes for ongoing and
conflicting interests with proactive communication with
other shareholders. Activist shareholders through regular
shareholders may push for updates, investor meetings, and
changes that could alter the consultation on key issues
Company’s operational helps align the interests of
direction, impact long-term management and investors.
value creation, or lead to New
strategic restructuring. Such • Clear Investment Strategy and
activism could result in Performance
reputational risk, increased
costs related to shareholder The Company has put in place a
disputes, and potential well-communicated and
changes in the Company’s consistently executed
capital structure or investment strategy that
governance framework. While delivers competitive
the Company seeks to engage performance relative to peers
constructively with its and benchmarks.
investors, the risk of
activist campaigns could • Shareholder Rights and Voting
affect shareholder value and Procedure
market perception.
There are clearly defined
shareholder rights set out in
the Company’s Articles of
Association and transparent
voting procedures are in place
at shareholder meetings
including the AGM.
• Active Monitoring of
Shareholder Composition
The Board through the Manager,
regularly monitors the
shareholder base to identify
new investors early which would
allow the Company to engage in
timely dialogue and address any
concerns proactively.
Viability Statement
The Company is a collective investment vehicle rather than a commercial business venture and is designed and managed for long term investment. The Company’s investment objective clearly sets out the long-term nature of the returns from the portfolio and this is the view taken by both the Directors and the Portfolio Managers in the running of the portfolio. The Company intends to proceed with triennial unconditional tender offers for up to 100% of the Company’s issued share capital at a 4.0% discount to the prevailing NAV (debt at fair value, cum income). The first Unconditional Tender Offer is expected to be put forward to shareholders in 2028, by no later than the date of announcement of its final results for the financial year ended 30
In their assessment of the Company’s viability, the Directors have performed a robust assessment of the emerging and principal risks. The Directors considered the risks to which it is exposed, as set out on pages
27 to 30, together with mitigating factors. Their assessment considered these risks, as well as the Company’s investment objective, investment policy and strategy, the investment capabilities of the Manager and the business model of the Company, which has withstood several major market downcycles since the Company’s inception in 1995. Their assessment also covered the current outlook for the Asian economies and equity markets, the ongoing conflicts in
The Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the three year period from the signing of the balance sheet.
Duty to Promote the Success of the Company (s.172)
The Directors have a statutory duty under section 172 of the Companies Act 2006 to promote the success of the Company whilst also having regard to certain broader matters, including the need to engage with employees, suppliers, customers and others, and to have regard to their interests. The Company has no employees and no customers in the traditional sense and in accordance with the Company’s nature as an investment trust, the Board’s principal concern has been, and continues to be, the interests of the Company’s shareholders taken as a whole. In doing so, it has due regard to the impact of its actions on other stakeholders including the Manager, other TPPs and the impact of the Company’s operations on the community and the environment which are all taken into account during all discussions and as part of the Board’s decision making.
The Board has a responsible governance culture. A formal schedule of matters reserved for decision by the Board details the responsibilities of the Board. The main responsibilities include: setting the Company’s objectives, policies and standards; ensuring that the Company’s obligations to shareholders and others are understood and complied with; approving accounting policies and dividend policy; managing the capital structure; setting long-term objectives and strategy; assessing risk; reviewing investment performance; approving loans and borrowing; and controlling risks. The Schedule of Matters Reserved for the Board and the Terms of Reference for its Committees are reviewed at least annually and are published on the Company’s web page: https://www.invesco.com/uk/en/investment-trusts/invesco-asia-dragon-trust.html.
The Board is committed to maintaining open channels of communication and to engage with stakeholders in a manner which they find most meaningful. The table on the next page sets out how the Board engaged with each of its key stakeholders during the year under review.
Stakeholder Key considerations and engagement
The Board endeavours to provide
shareholders with a full understanding of
the Company’s activities and reports
formally to shareholders each year by way
of the Half-Yearly and Annual Financial
Reports. This is supplemented by the daily
publication of the net asset value of the
Company’s ordinary shares and monthly
factsheets. Shareholders who attend the
AGM can meet the Board and the Portfolio
Managers and have the opportunity to hear
directly from the Portfolio Managers and
ask questions. Shareholders can also visit
the Company’s section of the Manager’s
investment trust website,
Shareholders www.invesco.co.uk/invescoasia to access
copies of Half-Yearly and Annual Financial
Reports, shareholder circulars, factsheets
and Stock Exchange announcements.
There is regular dialogue between the
Board, the Manager and institutional
shareholders to discuss aspects of
investment performance, governance and
strategy and to listen to shareholder
views in order to help to develop an
understanding of their issues. Meetings
between the Manager and institutional
shareholders are reported to the Board,
which monitors and reviews shareholder
communications on a regular basis.
The Board engages with the Manager at
every Board meeting and receives updates
from the Portfolio Managers on a regular
basis outside of these meetings.
At every Board meeting, the Directors
receive an investor relations update from
the Manager, which details any significant
changes in the Company’s shareholder
register, shareholder feedback, as well as
notifications of any publications or press
articles.
In order to function as an investment
trust with a premium listing on the London
Stock Exchange , the Company relies on a
diverse range of reputable advisers for
support in meeting all relevant
obligations. The Board through the Manager
maintains regular contact with its key
Investment Manager & other key external service providers and receives
Third-Party service Providers (‘TPP’) regular reporting from them, both through
the Board and committee meetings, as well
as outside of the regular meeting cycle.
Their advice, as well as their needs and
views are routinely taken into account.
The Board (through the Management
Engagement Committee) formally assesses
its TPPs’ performance, fees and continuing
appointment annually to ensure that the
key service providers continue to function
at an acceptable level and are
appropriately remunerated to deliver the
expected level of service.
The Audit Committee reviews and evaluates
the financial reporting control
environments in place at each service
provider. There have been no material
changes to the level of service provided
by the Company’s third-party suppliers.
On the Company’s behalf the Manager
engages with investee companies,
particularly in relation to ESG matters,
and shares held in the portfolio are voted
Investee Companies at general meetings.
An example of how the Manager engaged with
one investee company during the year can
be found on page 14.
The Board and the Manager regularly engage
with the Broker in relation to the sales
Broker strategy and marketing of the Company
during the year, in order to provide
liquidity for investors.
The Company is a member of the AIC, which
looks after the interests of investment
trusts and provides information to the
market. Comprehensive information relating
to the Company can be found on the AIC
Association of Investment Companies website.
(‘AIC’)
As a member of the AIC, the Company is
welcomed to comment on consultations and
proposal documents on matters affecting
the Company and annually to nominate and
vote for future board members.
Some of the key discussions and decisions the Board made during the year were:
•
to consider and approve the combination with
• to consider and approve the increase of the Company’s bank facility;
• as a result of the combination, and to ensure continuity on the Board, to approve the appointment of four new directors further details of which are set out in the Chairman’s Statement on page 7 and in the Corporate Governance Report on page 44;
•
to approve an update to the dividend policy whereby the Company maintained the policy of paying an aggregate annual dividend equal to approximately 4.0% of its NAV; but increased the frequency of its dividend payments from a half-yearly basis (2.0% in each of November and April) to a quarterly basis (four equal dividends of approximately 1.0% every three months, with payments made in January, April, July and October of each year). In addition the Board agreed to pay total dividends for the year ended
• to undertake a share buy back programme as the Company’s discount exceeded the Board’s average discount target of less than 10% of NAV calculated on a cum income basis (formerly ex-income) over the financial year.
The Company communicates with shareholders at least twice a
year providing information about shareholder meetings, dividend payments and financial results. The Company’s page on the Manager’s website provides all shareholder information and regularly hosts video presentations (vlogs) and articles by the Portfolio Managers and the wider
Modern Slavery
As an investment vehicle the Company does not provide goods or services in the normal course of business, and does not have customers or employees. Accordingly, the Directors consider that the Company is not within the scope of the
Board Diversity
The Board takes into account many factors, including the balance of skills, knowledge, diversity and experience, amongst other factors when reviewing its composition and appointing new directors.
In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. In doing so, the Board will seek to meet the targets set out in the FCA’s
In accordance with the
Board Gender as at
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair)(1)
Men 3 37.5% 1
Women 5 62.5%(2) 1
(1)
The Company is externally managed and does not have executive management functions specifically, it does not have a CEO or CFO. The Board believes that the target as narrowly defined by the
(2) Exceeds target of 40% as set out in UKLR 6.6.6R (9)(a)(i).
Board Ethnic Background as at
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair)(1)
White British or other White 6 75% 2
(including minority-white groups)
Minority ethnic 2 25% 0
(1)
As stated in the Board Gender disclosure, the Board believes that the target as narrowly defined by the
The information included above in relation to the gender and ethnic background of the Board has been obtained following confirmation from the individual Directors.
There have been no changes since the year end that have affected the Company’s ability to meet the targets set in UKLR 6.6.6R (9)(a).
Environmental, Social and Governance (‘ESG’) Matters
The Board recognises the importance of ESG considerations and considers that the Company has a responsibility to shareholders of ensuring high standards of corporate governance are maintained in the companies in which it invests. As an investment company with no employees, property or activities outside investment, environmental policy has limited direct application. In relation to the portfolio, the Company has delegated the management of the Company’s investments to the Manager.
The Manager forms part of the Invesco Ltd group. Invesco Ltd (‘Invesco’) is committed to being a responsible investor and applies, and is a signatory to, the United Nations Principles for
The Manager discloses in its Alternative Investment Fund Managers (‘AIFM’) document as well as on its webpage https://www.invesco.com/uk/en/about-us/esg-and-responsible-investing.html, how sustainability risks are integrated.
Regarding stewardship, the Board considers that the Company has a responsibility as a shareholder towards ensuring that high standards of corporate governance are maintained in the companies in which it invests. To achieve this, the Board does not seek to intervene in daily management decisions, but aims to support high standards of governance and, where necessary, will take the initiative to ensure those standards are met. The principal means of putting shareholder responsibility into practice is through the exercise of voting rights. The Company’s voting rights are exercised on an informed and independent basis.
The Company’s stewardship functions have been delegated to the Manager, which has adopted a clear and considered policy towards its responsibility as a shareholder on behalf of the Company. As part of this policy, the Manager takes steps to satisfy itself about the extent to which the companies in which it invests look after shareholders’ value and comply with local recommendations and practices, such as the
Further details are shown in the Manager’s ESG Monitoring and Engagement section on pages 14 to 17.
A copy of the Manager’s ESG stewardship approach and objectives can be read in its
Whilst TCFD is currently not applicable to the Company, the Manager has produced a product level report on the Company in accordance with the FCA’s rules and guidance regarding the disclosure of climate-related financial information consistent with TCFD Recommendations and Recommended Disclosures. These disclosures are intended to help meet the information needs of market participants, including institutional clients and consumers of financial products, in relation to the climate-related impact and risks of the Manager’s TCFD in-scope business. The product level report on the Company is available on the Company’s website https://www.invesco.com/content/dam/invesco/uk/en/product-documents/investment-trust/fund/esg/invesco-asia-trust-plc_tcfd-report_en-uk.pdf
Invesco’s
The Strategic Report was approved by the Board of Directors on 16July 2025.
Statement of Directors’ Responsibilities
IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Financial Report and financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with
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 its profit or loss for that period.
In preparing these financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
–
state whether applicable
– assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
– use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, which is maintained by the Company’s Manager. Legislation in the
Responsibility Statement of the Directors in Respect of the Annual Financial Report
We confirm that to the best of our knowledge:
– the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
– the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Financial Report, 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.
Signed on behalf of the Board of Directors
Chairman
Income Statement
Year ended 30 April 2025 Year ended 30 April
2024
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on
investments held at fair 9 – (32,024) (32,024) — 2,420 2,420
value
Gains/(losses) on – 2,400 2,400 – (30) (30)
foreign exchange
Income 2 12,683 67 12,750 7,375 79 7,454
Investment management 3 (434) (1,300) (1,734) (441) (1,322) (1,763)
fee
Other expenses 4 (839) (1,588) (2,427) (692) (4) (696)
Net return before
finance costs and 11,410 (32,445) (21,035) 6,242 1,143 7,385
taxation
Finance costs 5 (206) (618) (824) (126) (375) (501)
Net return on ordinary
activities before 11,204 (33,063) (21,859) 6,116 768 6,884
taxation
Tax on ordinary 6 (1,164) (1,741) (2,905) (694) (626) (1,320)
activities
Net return on ordinary
activities after 10,040 (34,804) (24,764) 5,422 142 5,564
taxation for the
financial year
Net return per ordinary
share:
Basic 7 10.67p (37.00)p (26.33)p 8.12p 0.22p 8.34p
The total columns of this statement represent the Company’s profit and loss account, prepared in accordance with
Statement of Changes in Equity
Capital
Share Share Redemption Special Capital Revenue
Capital Premium Reserve Reserve Reserve Reserve Total
(1) (1) (1)
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
At Year
ended 30 7,500 – 5,624 34,827 195,713 1,340 245,004
April 2023
Net return
on ordinary – – – – 142 5,422 5,564
activities
Dividends 8 – – – – (4,491) (4,896) (9,387)
paid
Shares
bought back 13 – – – (2,915) – – (2,915)
and held in
treasury
At Year
ended 30 7,500 – 5,624 31,912 191,364 1,866 238,266
April 2024
Return on
ordinary – – – – (34,804) 10,040 (24,764)
activities
Dividends 8 – – – – (10,315) (5,265) (15,580)
paid
Net
proceeds
from the
combination 13 14,262 530,509 – – – – 544,771
with Asia
Dragon
Trust plc
Costs in
relation to
issue of – (418) – – – – (418)
ordinary
shares
Shares
bought back 13 – – – (12,363) – – (12,363)
and held in
treasury
At Year
ended 30 21,762 530,091 5,624 19,549 146,245 6,641 729,912
April 2025
(1) These reserves form the distributable reserves of the Company and may be used to fund distributions by way of dividends.
Balance Sheet
At 30 April At 30 April
2025 2024
Notes £’000 £’000
Fixed assets
Investments held at fair value through profit or 9 772,229 251,247
loss
Current assets
Debtors 10 2,623 927
Cash 2,400 537
5,023 1,464
Creditors: amounts falling due within one year
Bank overdraft – (50)
Bank facility 11 (43,923) (12,626)
Other creditors 11 (986) (999)
(44,909) (13,675)
Net current liabilities (39,886) (12,211)
Total assets less current liabilities 732,343 239,036
Provision for deferred tax liabilities 12 (2,431) (770)
Net assets 729,912 238,266
Capital and reserves
Share capital 13 21,762 7,500
Other reserves:
Share premium 14 530,091 –
Capital redemption reserve 14 5,624 5,624
Special reserve 14 19,549 31,912
Capital reserve 14 146,245 191,364
Revenue reserve 14 6,641 1,866
Total shareholders’ funds 729,912 238,266
Net asset value per ordinary share
Basic 15 356.31p 361.51p
The financial statements were approved and authorised for issue by the Board of Directors on
Signed on behalf of the Board of Directors
Chairman
Notes to the Financial Statements
1. Accounting Policies
Accounting policies describe the Company’s approach to recognising and measuring transactions during the year and the position of the Company at the year end.
A summary of the principal accounting policies, all of which have been consistently applied throughout this and the preceding year is set out below:
(a) Basis of Preparation
(i) Accounting Standards applied
The financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards and applicable law (
As an investment fund the Company has the option, which it has taken, not to present a cash flow statement as the following conditions have been met:
• substantially all investments are highly liquid;
• substantially all investments are carried at market value; and
• a statement of changes in equity is provided.
(ii) Going concern
The financial statements have been prepared on a going concern basis. The Directors performed an assessment of the Company’s ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration the continuing uncertain economic outlook and other geopolitical events including:
• the level of borrowings, cash balances and the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments, including repayment of the bank facility;
• the net current liability position of the Company, after the deduction of drawn-down borrowings, which will be met through the renewal of the existing credit facility or the sale of investments in order to repay any borrowings;
• the ability of the Company to meet all of its liabilities and ongoing expenses from its assets;
• revenue and operating cost forecasts for the forthcoming year;
• the ability of third-party service providers to continue to provide services; and
• potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment income.
Based on this assessment, the Directors are satisfied that the Company has adequate resources to continue in operational existence for at least 12 months after signing the balance sheet and the financial statements have therefore been prepared on a going concern basis.
(iii) Significant Accounting Estimates and Judgements
The preparation of the financial statements may require the Directors to make estimates where uncertainty exists. It also requires the Directors to make judgements, estimates and assumptions, in the process of applying the accounting policies. There have been no significant judgements, estimates or assumptions for the current or preceding year other than the Scheme of Reconstruction detailed below.
Issue of Shares Pursuant to a Scheme of Reconstruction of
On
(b) Foreign Currency
(i) Functional and presentation currency
The Company’s investments are made in several currencies, however, the financial statements are presented in sterling, which is the Company’s functional and presentational currency. In arriving at this conclusion, the Directors considered that the Company’s shares are listed and traded on the
(ii) Transactions and balances
Transactions in foreign currency, whether of a revenue or capital nature, are translated to sterling at the rates of exchange ruling on the dates of such transactions. Foreign currency assets and liabilities are translated to sterling at the rates of exchange ruling at the balance sheet date. Any gains or losses, whether realised or unrealised, are taken to the capital reserve or to the revenue account, depending on whether the gain or loss is of a capital or revenue nature. All gains and losses are recognised in the income statement.
(c) Financial Instruments
The Company has chosen to apply the provisions of Sections 11 and 12 of FRS 102 in full in respect of the financial instruments, which is explained below.
(i) Recognition of financia l assets and financial liabilities
The Company recognises financial assets and financial liabilities when the Company becomes a party to the contractual provisions of the instrument. The Company offsets financial assets and financial liabilities in the financial statements if the Company has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis.
(ii) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or it transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is created or retained by the Company is recognised as an asset.
(iii) Derecognition of financial liabilities
The Company derecognises financial liabilities when its obligations are discharged, cancelled or expired.
(iv) Trade date accounting
Purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to purchase or sell the assets.
(v) Classification and measurement of financial assets and financial liabilities
Financial assets
The Company’s investments are held at fair value through profit or loss as the investments are managed and their performance evaluated on a fair value basis in accordance with documented investment strategy and this is also the basis on which information about the investments is provided internally to the Board. Financial assets held at fair value through profit or loss are initially recognised at fair value, which is taken to be their cost, with transaction costs expensed in the income statement, and are subsequently valued at fair value.
Financial assets measured at amortised cost include cash, debtors and prepayments.
Fair value for investments that are actively traded in organised financial markets, is determined by reference to stock exchange quoted bid prices at the balance sheet date and therefore reflect market participants’ view of climate change risk. For investments that are not actively traded and where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques such as last traded price broker quotes with further details in note 17 on pages 76 and 77.
Financial liabilities
Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method.
(d) Cash and Cash Equivalents
Cash and cash equivalents may comprise short term deposits which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Investments are regarded as cash equivalents if they meet all of the following criteria: highly liquid investments held in the Company’s base currency that are readily convertible to a known amount of cash, are subject to an insignificant risk of change in value and have a maturity of no more than three months. There were no cash equivalents at the balance sheet date.
(e) Income
All dividends are taken into account on the date investments are marked ex-dividend, and
(f) Expenses and Finance Costs
Expenses are recognised on an accruals basis and finance costs are recognised using the effective interest method in the income statement.
The investment management fee and finance costs are allocated 75% to capital and 25% to revenue. This is in accordance with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the portfolio.
Investment transaction costs are recognised in capital in the income statement. All other expenses are allocated to revenue in the income statement.
(g) Dividends
Dividends are not recognised in the accounts unless there is an obligation to pay at the balance sheet date. Proposed final dividends are recognised in the period in which they are either approved by or paid to shareholders.
(h) Taxation
The liability to corporation tax is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The tax charge is allocated between the revenue and capital accounts on the marginal basis whereby revenue expenses are matched first against taxable income in the revenue account.
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurred. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements. Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these amounts will be realised in future periods.
A deferred tax asset has not been recognised in respect of surplus management expenses and the non-trade loan relationship deficit as the Company is unlikely to have sufficient future taxable revenue to offset against these.
Gains and losses on sale of investments purchased and sold in
At each year end date, a provision for Indian capital gains tax is calculated based upon the Company’s realised and unrealised gains and losses. There are two rates of tax: short-term and long-term. The short-term rate of tax is applicable to investments held for less than 12 months and the long-term rate of tax is applicable to investments held for more than 12 months.
The provision for the Indian capital gains tax is recognised in the balance sheet and the year-on-year movement in the deferred tax provision is recognised in the income statement.
2. Income
This note shows the income generated from the portfolio (investment assets) of the Company and income received from any other source.
2025 2024
£’000 £’000
Income from investments:
UK dividends 198 77
Overseas dividends 12,187 7,208
Overseas special dividends 235 51
Stock dividends 13 –
Total dividend income 12,633 7,336
Other income:
Deposit interest 50 39
50 39
Total income 12,683 7,375
Special dividends of £67,000 were recognised in capital during the year (2024: £79,000).
3. Investment Management Fee
This note shows the investment management fee due to the Manager which is calculated and paid quarterly.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee (i) 434 1,300 1,734 441 1,322 1,763
(i)
Investment management fee for year ended
Details of the investment management and secretarial agreement are given on page 39 in the Directors’ Report.
At
Investment management fee and finance costs on any borrowings are charged 75% to capital and 25% to revenue. Prior to the asset acquisition of
• 0.75% on the first £125 million of the Net Asset Value;
• 0.60% above £125 million and up to £450 million of the Net Asset Value; and
• 0.50% on the Net Asset Value in excess of £450 million.
4. Other Expenses
The other expenses, including those paid to Directors and the auditor, of the Company are presented below; those paid to the Directors and the auditor are separately identified.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Directors’ remuneration (i) 182 – 182 143 – 143
Auditor’s fees (ii):
– for audit of the Company’s Annual
Financial Statements:
– Ernst and Young LLP 60 – 60 – – –
– KPMG LLP – – – 70 – 70
Other administration expenses (iii) 597 1,588 2,185 479 4 483
839 1,588 2,427 692 4 696
(i) Directors’ fees authorised by the Articles of Association are £400,000 per annum. The Director’s Remuneration Report provides further information on Directors’ fees.
(ii) Auditor’s fees include out of pocket expenses but excludes VAT. The VAT is included in other administration expenses.
(iii) Other administration expenses include:
Expenses related to the combination with
£17,000 (2024: £14,000) of employer’s
custody fees of £154,000 (2024: £103,000) were charged to revenue and custody transaction charges of £9,000 (2024: £4,000) which were charged to capital.
a separate fee paid to the Manager for secretarial and administrative services which is subject to annual adjustment in line with the
5. Finance Costs
Finance costs arise on any borrowing the Company has utilised in the year. The Company has a committed £80 million revolving credit facility (the ‘bank facility’) (see note 11 for further details).
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Commitment fees due on bank facility 6 17 23 7 19 26
Interest on bank facility 186 560 746 115 344 459
Overdraft interest 14 41 55 4 12 16
206 618 824 126 375 501
6. Taxation
As an investment trust the Company pays no
(a) Tax charge
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax 1,164 – 1,164 694 4 698
Indian capital gains tax – paid – – 80 80 – 668 668
note 6(d)
Total current tax charge 1,164 80 1,244 694 672 1,366
Indian capital gains tax – movement – 1,661 1,661 – (46) (46)
in provision – note 6(d)
Total tax charge for the year 1,164 1,741 2,905 694 626 1,320
The overseas tax charge consists of irrecoverable withholding tax.
(b) Reconciliation of total tax charge
2025 2024
£’000 £’000
Net return on ordinary activities before taxation (21,859) 6,884
Theoretical tax at the current UK Corporation Tax rate of 25% (5,465) 1,721
(At 30 April 2024 : 25%)
Effects of:
– Non-taxable UK dividends (50) (19)
– Non-taxable overseas dividends (2,980) (1,754)
– Non-taxable overseas special dividends (79) (33)
– Losses/(gains) on investments not subject to UK corporation 8,258 (605)
tax
– Non-taxable losses on foreign exchange – 8
– Excess of allowable expenses over taxable income (82) 681
– Disallowable expenses 398 1
– Overseas taxation 1,164 698
– Indian capital gains tax - paid 80 668
– Indian capital gains tax – provision – see (d) below 1,661 (46)
Tax charge for the year 2,905 1,320
Given the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain the necessary approval in the foreseeable future, the Company has not provided any
(c) Factors that may affect future tax changes
The Company has cumulative excess management expenses of £29,194,000 (2024: £30,278,000) and a non-trade loan relationship deficit of £2,429,000 (2024: £1,675,000) giving total unutilised losses of £31,623,000 (2024: £31,953,000) that are available to offset future taxable revenue.
A deferred tax asset of £7,906,000 (2024: £7,988,000) at 25% (2024: 25%) has not been recognised in respect of these expenses since the Directors believe that there will be no taxable profits in the future against which the deferred tax assets can be offset.
(d) Indian capital gains tax
Capital gains arising from equity investments in Indian companies are subject to Indian Capital Gains Tax Regulations. Consequently, the Company is subject to both short and long term capital gains tax in
Although this capital gains tax only becomes payable at the point at which the underlying investments are sold and profits crystallised, the Company has made a provision for this tax liability for the year ended
7. Net return per Ordinary Share
Net return per share is the amount of gain or loss generated for the financial year divided by the weighted average number of ordinary shares in issue.
2025 2024
Pence £’000 Pence £’000
Net return per ordinary share is based on the
following:
Revenue return after taxation 10.67 10,040 8.12 5,422
Capital return after taxation (37.00) (34,804) 0.22 142
Total return after taxation (26.33) (24,764) 8.34 5,564
2025 2024
£’000 £’000
Weighted average number of ordinary shares in issue during 94,066,830 66,752,781
the year
8. Dividends on Ordinary Shares
Dividends represent a return of income to shareholders for investing in the Company’s shares. These are determined by the Directors.
2025 2024
Pence £’000 Pence £’000
Dividends paid and recognised in the year:
First interim dividend paid 7.80 5,062 7.20 4,813
Second interim dividend paid 3.90 2,523 6.90 4,574
Third interim dividend paid 3.90 7,995 – –
15.60 15,580 14.10 9,387
Set out above are the total dividends paid in respect of the financial year, which is the basis on which the requirements of Section 1158–1159 of the Corporation Tax Act 2010 are considered.
The Company pays an aggregate annual dividend equal to approximately 4.0% of its NAV. During the year the frequency of dividend payments was increased from semi annually to quarterly. From
9. Investments at Fair Value
The portfolio comprises investments which are predominantly listed and traded on regulated stock exchanges. The investments of the Company are registered in the name of the Company or in the name of nominees and held to the order of the Company.
Gains and losses are either:
• realised, usually arising when investments are sold; or
• unrealised, being the difference from cost on those investments still held at the year end.
2025 2024
£’000 £’000
Opening valuation 251,247 258,962
Movements in the year:
Investments acquired from the combination with Asia Dragon 530,156 —
Trust plc
Purchases at cost 640,476 104,378
Sales – proceeds (617,626) (114,513)
(Losses)/gains on investments in the year (32,024) 2,420
Closing valuation 772,229 251,247
Closing book cost 807,384 232,074
Closing investment holding (losses)/gains (35,155) 19,173
Closing valuation 772,229 251,247
The Company received £617,626,000 (2024: £114,513,000) from investments sold in the year. The book cost of these investments when they were purchased was £595,321,000 (2024: £107,169,000) realising a profit of £22,305,000 (2024: £7,334,000) which when offset against the movement in closing investment holding gains results in net loss on investments in the year of £32,024,000 (2024: net gains of £2,420,000). These investments have been revalued over time and until they were sold any unrealised profits/losses were included in the fair value of the investments.
The transaction costs included in gains on investments amount to £477,000 (2024: £114,000) on purchases and £441,000 (2024: £185,000) for sales.
10. Debtors
Debtors are amounts which are due to the Company, such as monies due from brokers for investments sold, income which has been earned (accrued) but not yet received and any taxes that are recoverable.
2025 2024
£’000 £’000
Overseas withholding tax recoverable 205 227
VAT recoverable 17 14
Prepayments and accrued income 2,401 686
2,623 927
11. Creditors: amounts falling due within one year
Creditors are amounts which must be paid by the Company and they are all due within 12 months of the balance sheet date.
The bank facility provides a specific amount of capital, up to £80 million, (2024: £20 million) over a specified period of time 2 years (2024: 364 days). Unlike a term loan, the revolving nature of the bank facility allows the Company to drawdown, repay and re-draw loans.
2025 2024
£’000 £’000
Bank facility 43,923 12,626
Share buybacks awaiting settlement 7 320
Accruals 979 679
44,909 13,625
The uncommitted (2024: committed) unsecured multi-currency revolving credit facility (the ‘bank facility’) with
12. Provision for deferred tax liabilities
The Company makes a deferred tax provision when a potential obligation exists that will probably have to settle in cash, but the amount is estimated and only becomes payable at the point at which the underlying investments are sold and profits crystallised.
2025 2024
£’000 £’000
Provision for deferred Indian capital gains tax 2,431 770
2,431 770
13. Share Capital
Share capital represents the total number of shares in issue. Any dividends declared will be paid on the shares in issue on the record date.
The Directors’ Report on page 40 sets out the share capital structure, restrictions and voting rights.
Share capital represents the total number of shares in issue, including treasury shares.
(a) Allotted, called-up and fully paid
2025 2024
£’000 £’000
Share capital:
Ordinary shares of 10p each 20,485 6,591
Treasury shares of 10p each 1,277 909
21,762 7,500
(b) Share movements
2025 2024
Ordinary Treasury Ordinary Treasury
number number number number
Number at start of year 65,908,287 9,091,594 66,853,287 8,146,594
Shares issued as a result of
combination with Asia Dragon Trust 142,619,864 – – –
plc
Shares bought back and held in (3,675,000) 3,675,000 (945,000) 945,000
treasury
Number at the end of the year 204,853,151 12,766,594 65,908,287 9,091,594
During the year 142,619,864 Ordinary shares were issued in exchange for £544,771,000 of net assets following on from the combination with
A further 1,060,000 shares have been bought back into treasury, at an average price of 339.21p, since
As explained in the Chairman’s Statement on page 8, the Company introduced a performance conditional tender offer in 2020 whereby the Board had undertaken to effect a tender offer for up to 25.0% of the Company’s issued share capital in the event that certain conditions are met relating to performance of the net asset value compared to the benchmark index. Following the combination with
14. Reserves
This note explains the different reserves attributable to shareholders. The aggregate of the reserves and share capital (see previous note) make up total shareholders’ funds.
The capital redemption reserve maintains the equity share capital arising from the buy-back and cancellation of shares and is non-distributable. The special reserve arose from the cancellation of the share premium account and is available as a distributable reserve to fund any future dividends, tender offers and share buybacks.
The capital reserve includes unrealised investment holding profits and losses, being the difference between cost and market value at the balance sheet date, as well as realised profits and losses on disposal of investments, expenses allocated to capital and special dividends received that are classified as capital in nature. The revenue reserve reflects the income and expenses as shown in the revenue column of the Income Statement. The capital and revenue reserves are distributable by way of dividend. Dividends are first funded from available revenue reserves and then funded from capital reserves at the date of the dividend payment.
As a result of the combination with
15. Net Asset Value
The Company’s total net assets (total assets less total liabilities) are often termed shareholders’ funds and are converted into net asset value per ordinary share by dividing by the number of shares in issue as at the reporting date.
The net asset values attributable to each share in accordance with the Company’s Articles are set out below.
2025 2024
Ordinary shareholders’ funds £729,912,000 £238,266,000
Number of ordinary shares in issue, excluding treasury 204,853,151 65,908,287
shares
Net asset value per ordinary share 356.31p 361.51p
There is no dilution in this or the prior year and therefore no diluted net asset value per ordinary share has been disclosed.
16. Financial Instruments
Financial instruments comprise the Company’s investment portfolio, derivative financial instruments (if the Company had any), as well as any cash, borrowings, debtors and creditors. This note sets out the risks arising from the Company’s financial instruments in terms of the Company’s exposure and sensitivity, and any mitigation that the Manager or Board can take.
Risk Management Policies and Procedures
The Company’s portfolio is managed in accordance with its investment objective, which is set out in the Strategic Report on page 24. The Strategic Report then proceeds to set out the Manager’s investment process and the Company’s internal control and risk management systems as well as the Company’s principal and emerging risks and uncertainties. Risk management is an integral part of the investment management process and this note expands on certain of those risks in relation to the Company’s financial instruments, including market risk.
The accounting policies in note 1 include criteria for the recognition and the basis of measurement applied for financial instruments. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised and measured. The Directors have delegated to the Manager the responsibility for the day-to-day investment activities of the Company as more fully described in the Strategic Report.
As an investment trust the Company invests in equities and other investments for the long-term so as to meet its investment objective and policies. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company’s net assets or a reduction of the profits available for dividends. The risks applicable to the Company and the policies the Company used to manage these are summarised below and have remained substantially unchanged for the two years under review.
16.1 Market Risk
Market risk arises from changes in the fair value or future cash flows of a financial instrument because of movements in market prices. Market risk comprises three types of risk: currency risk (16.1.1), interest rate risk (16.1.2) and other price risk (16.1.3).
The Company’s Manager assesses the Company’s exposure when making each investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis. The Board meets at least quarterly to assess risk and review investment performance, as disclosed in the Board Responsibilities on page 46. Borrowing is used to enhance returns; however, this will also increase the Company’s exposure to market risk and volatility.
16.1.1 Currency Risk
As nearly all of the Company’s assets, liabilities and income are denominated in currencies other than sterling, movements in exchange rates will affect the sterling value of those items.
Management of the Currency Risk
The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board on a regular basis. With the exception of borrowings in foreign currency, the Company does not normally hedge its currency positions but may do so should the Portfolio Managers or the Board feel this was appropriate. Contracts are limited to currencies and amounts commensurate with the asset exposure.
Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is accrued and received.
Foreign Currency Exposure
The fair values of the Company’s monetary items that have currency exposure at 30 April are shown below. Where the Company’s investments (which are not monetary items) are priced in a foreign currency they have been included separately in the analysis so as to show the overall level of exposure.
Year ended
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian – – – – 8,473 8,473
dollar
Chinese yuan – – – – 39,164 39,164
Hong Kong – – – – 236,204 236,204
dollar
Indian rupee – – – – 78,504 78,504
Indonesian – – – – 43,747 43,747
rupiah
Singapore 632 – – 632 18,694 19,326
dollar
South Korean 331 – – 331 109,562 109,893
won Swiss franc 20 – – 20 – 20
Taiwan dollar 185 – – 185 111,913 112,098
Thai baht 1,291 – – 1,291 28,507 29,798
US dollar 125 2,021 (43,923) (41,777) 74,267 32,490
Vietnamese Dong – – – – 7,795 7,795
2,584 2,021 (43,923) (39,318) 756,830 717,512
Year ended
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian – – – – 3,691 3,691
dollar
Chinese yuan – – – – 14,352 14,352
Hong Kong – – – – 76,308 76,308
dollar
Indian rupee – – – – 22,984 22,984
Indonesian – – – – 10,331 10,331
rupiah
Singapore 151 – – 151 5,407 5,558
dollar
South Korean 139 – – 139 41,011 41,150
won
Swiss franc – – – – 2,845 2,845
Taiwan dollar 227 16 – 243 38,590 38,833
Thai baht 289 – – 289 6,994 7,283
US dollar 78 521 (12,626) (12,027) 17,444 5,417
Vietnamese dong – – – – 5,119 5,119
884 537 (12,626) (11,205) 245,076 233,871
The amounts shown are not representative of the exposure to risk during the year, because the levels of foreign currency exposure change significantly throughout the year.
Foreign Currency Sensitivity
The following table illustrates the sensitivity of the returns after taxation for the year with respect to the Company’s financial assets and liabilities.
If sterling had strengthened by the amounts shown in the second table below, the effect on the assets and liabilities held in non-sterling currency would have been as follows:
2025 2024
Total Total
Revenue Capital loss Revenue Capital loss
return return after tax return return after tax
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar (3) (237) (240) (2) (52) (54)
Chinese yuan (11) (666) (677) (15) (244) (259)
Hong Kong dollar (39) (4,960) (4,999) (26) (1,221) (1,247)
Indian rupee (5) (1,727) (1,732) (5) (345) (350)
Indonesian rupiah (45) (1,225) (1,270) (16) (248) (264)
Singapore dollar (8) (187) (195) (2) (59) (61)
South Korean won (47) (3,068) (3,115) (18) (700) (718)
Taiwan dollar (22) (2,014) (2,036) (15) (656) (671)
Thai baht (47) (969) (1,016) (7) (147) (154)
US dollar 927 (1,678) (751) 208 (305) (97)
Vietnamese dong (3) (171) (174) (4) (118) (122)
697 (16,902) (16,205) 98 (4,095) (3,997)
If sterling had weakened by the same amounts, the effect would have been the converse.
The following movements in the assumed exchange rates are used in the above sensitivity analysis:
2025 2024
% %
£/Australian dollar +/–2.8 +/–1.4
£/Chinese yuan +/–1.7 +/–1.7
£/Hong Kong dollar +/–2.1 +/–1.6
£/Indian rupee +/–2.2 +/–1.5
£/Indonesian rupiah +/–2.8 +/–2.4
£/Singapore dollar +/–1.0 +/–1.1
£/South Korean won +/–2.8 +/–1.7
£/Taiwan dollar +/–1.8 +/–1.7
£/Thai baht +/–3.4 +/–2.1
£/US dollar +/–2.2 +/–1.7
£/Vietnamese dong +/–2.2 +/–2.3
These percentages have been determined based on the market volatility in exchange rates during the year. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each balance sheet date and takes account of forward foreign exchange contracts that offset the effects of changes in currency exchange rates. The effect of the strengthening or weakening of sterling against foreign currencies is calculated by reference to the volatility of exchange rates during the year using one standard deviation of currency fluctuations from the average exchange rate.
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole since the level of foreign currency exposure varies.
16.1.2 Interest Rate Risk
The Company is exposed to interest rate risk through income receivable on cash deposits and interest payable on variable rate borrowings. When the Company has cash balances, they are held in variable rate bank accounts yielding rates of interest dependent on the base rate of the custodian,
The Company has a revolving credit facility (the ‘bank facility’) for which details and year end drawn down amounts are shown in note 11. The Company uses the facility when required at levels approved and monitored by the Board. At the maximum possible gearing of £80 million, the effect of a 3.5% increase/decrease in the interest rate would result in a decrease/increase to the Company’s total income of £2,800,000. At the year end, US dollars with a sterling equivalent of £43,923,000 of the bank facility was drawn down (2024: £12,626,000).
The Company also has available an uncommitted bank overdraft arrangement with the custodian for settlement purposes. At the year end, there was a sterling overdraft of £nil (2024: US dollar overdraft with a sterling equivalent of £50,000). Interest on the bank overdraft is payable at the custodian’s variable rate.
The Company’s portfolio is not directly exposed to interest rate risk.
16.1.3 Other Price Risk
Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the value of the equity investments, but it is the business of the Manager to manage the portfolio to achieve the best possible return.
The Directors manage the market price risks inherent in the investment portfolio by meeting regularly to monitor on a formal basis the Manager’s compliance with the Company’s stated objectives and policies and to review investment performance.
The Company’s portfolio is the result of the Manager’s investment process and as a result is not wholly correlated with the Company’s benchmark or the markets in which the Company invests. The value of the portfolio will not move in line with the markets but will move as a result of the performance of the shares within the portfolio.
If the value of the portfolio rose or fell by 10% at the balance sheet date, the profit after tax for the year would increase or decrease by £77.2 million (2024: £25.1 million) respectively.
16.2 Liquidity Risk
This is the risk that the Company may encounter difficulty in meeting its obligations associated with financial liabilities i.e. when realising assets or raising finance to meet financial commitments.
A lack of liquidity in the portfolio may make it difficult for the Company to realise assets at or near their purported value in the event of a forced sale. This is minimised as the majority of the Company’s investments comprise a diversified portfolio of readily realisable securities which can be sold to meet funding commitments as necessary, cash held and the bank facility provides for additional funding flexibility. The financial liabilities of the Company at the balance sheet date are shown in note 11.
Creditors: amounts falling due within one year are expected to become payable within less than three months and the Provision for deferred tax liability (Indian capital gains tax) will become payable upon realisation of taxable gains upon sale of relevant underlying Indian securities.
16.3 Credit Risk
Credit risk comprises the potential failure by counterparties to deliver securities which the Company has paid for, or to pay for securities which the Company has delivered; it includes but is not limited to: lost principal and interest, disruption to cash flows or the failure to pay interest.
Credit risk is minimised by using:
(a) only approved counterparties, covering both brokers and deposit takers;
(b)
a custodian that operates under
(c)
the
Cash balances are limited to a maximum of 5% of net assets with the custodian, 2.5% of net assets with any other deposit taker and a maximum of 6% of net assets in the
17. Fair Value of Financial Assets and Financial Liabilities
‘Fair value’ in accounting terms is the amount at which an asset can be bought or sold in a transaction between willing parties, i.e. a market-based, independent measure of value. Under accounting standards there are three levels of fair value based on whether there is an active market (Level 1) or, if not, Levels 2 and 3 where other methods have been employed to establish a fair value. This note sets out the aggregate amount of the portfolio in each level, and why.
Financial assets and financial liabilities are either carried at their fair value (investments), or at a reasonable approximation of their fair value. The valuation techniques used by the Company are explained in the accounting policy note. FRS 102 sets out three fair value levels for the fair value for the hierarchy disclosures. Categorisation into a level is determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset/liability.
The investments held by the Company at the year end are shown on pages 18 to 19. Except for one Level 2 and one Level 3 investments described below, all of the Company’s investments at the year end were deemed to be Level 1 with fair values for all based on unadjusted quoted prices in active markets for identical assets totalling £743,688,000 (2024: £242,722,000).
Level 2 investments are investments for which inputs are other than quoted prices included within Level 1 that are observable (i.e. developed using market data). At the year end there was one Level 2 investment held with a total fair value of £28,507,000 (2024: £8,488,000), solely comprising of Kasikornbank, valued at £28,507,000 (2024: Kasikornbank, valued at £6,994,000 and Invesco Liquidity Funds – US Dollar money market fund, valued at £1,494,000). Kasikornbank is classified as Level 2 due to the less liquid nature of the foreign ownership line of stock held, however this holding is valued using observable market prices with potentially lower liquidity judged to be the most important factor in determining this designation.
There have been no transfers or movements between fair value categories during the year.
Level 3 investments are investments for which inputs are unobservable (i.e. for which market data is unavailable).
18. Capital Management
This note is designed to set out the Company’s objectives, policies and processes for managing its capital. This capital being funded by monies invested in the Company by shareholders (both initial investment and retained amount) and any borrowings by the Company.
The Company’s total capital employed at
The Company’s total capital employed is managed to achieve the Company’s investment objective and investment policy as set out on page 24. Borrowings may be used to provide gearing up to the lower of £80 million or 25% of net asset value. The Company’s policies and processes for managing capital were unchanged throughout the year and the preceding year.
The main risks to the Company’s investments are shown in the Directors’ Report under the ‘Principal and Emerging Risks and Uncertainties’ section on pages 27 to 31. These also explain that the Company is able to gear and that gearing will amplify the effect on equity of changes in the value of the portfolio.
The Board can also manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy-back shares and it also determines dividend payments.
The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by section 1158 Corporation Tax Act 2010 and by the Companies Act 2006, respectively, and with respect to the availability of the bank facility, by the terms imposed by the lender, details of which are given in note 11. The Board regularly monitors, and the Company has complied with, these externally imposed capital requirements.
19. Contingencies, Guarantees and Financial Commitments
Any liabilities the Company is committed to honour, and which are dependent on future circumstances or events occurring, would be disclosed in this note if any existed.
There were no contingencies, guarantees or other financial commitments of the Company as at
20. Related Party Transactions and Transactions with the Manager
A related party is a company or individual who has direct or indirect control or who has significant influence over the Company. Under accounting standards, the Manager is not a related party.
Under
Details of the Manager’s services and fees are disclosed in the Director’s Report on page 39, note 3 and note 4(iii) to the financial statements.
21.
Combination with
On
£’000
Net assets acquired
Investments 530,156
Cash 14,615
Net assets 544,771
Satisfied by the value of new Ordinary shares issued 544,771
22. Post Balance Sheet Events
Any significant events that occurred after the balance sheet date but before the signing of the balance sheet will be shown here.
There are no significant events after the end of the reporting period requiring disclosure.
23. 2025 Financial Information
The figures and financial information for the year ended
23. 2024 Financial Information
The figures and financial information for the year ended
24. Annual Financial Report
The Annual Report for the year-ended
Notice of Annual General Meeting
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in
Notice is given that the Annual General Meeting of
Ordinary Business
To consider and, if thought fit, to pass the following resolutions all of which will be proposed as ordinary resolutions:
1.
To receive and consider the Annual Financial Report for the year ended
2. To approve the Company’s Dividend Payment Policy. This is an advisory vote.
3.
To approve the Annual Statement and Report on Remuneration for the year ended
4.
To re-elect
5.
To re-elect
6.
To re-elect
7.
To re-elect
8.
To elect
9.
To elect
10.
To elect
11.
To elect
12.
To re-appoint
13. To authorise the Audit Committee to determine the remuneration of the auditor.
Special Business
To consider and, if thought fit, pass the following resolutions of which resolution 14 will be proposed as an ordinary resolution and resolutions 15 to 18 as special resolutions:
Authority to Allot Shares
14. That:
in substitution for any existing authority under section 551 of the Companies Act 2006 (the ‘Act’) but without prejudice to the exercise of any such authority prior to the date of this resolution the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Act as amended from time to time prior to the date of the passing of this resolution, to exercise all powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, shares up to an aggregate nominal amount (within the meaning of sections 551(3) and
(6) of the Act) of £2,037,931, this being 10% of the Company’s issued ordinary share capital as at
Disapplication of Pre-emption Rights
15. That:
subject to the passing of resolution number 14 set out in the notice of this meeting (the ‘Section 551 Resolution’) and in substitution for any existing authority under sections 570 and 573 of the Companies Act 2006 (the ‘Act’) but without prejudice to the exercise of any such authority prior to the date of this resolution, the Directors be and are hereby empowered, in accordance with sections 570 and 573 of the Act as amended from time to time prior to the date of the passing of this resolution to allot equity securities (within the meaning of section 560(1), (2) and (3) of the Act) for cash, either pursuant to the authority given by the Section 551 Resolution or (if such allotment constitutes the sale of relevant shares which, immediately before the sale, were held by the Company as treasury shares) otherwise, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue in favour of all holders of a class of equity securities where the equity securities attributable respectively to the interests of all holders of securities of such class are either proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal, regulatory or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise); and
(b)
to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £2,037,931, this being 10% of the Company’s issued share capital as at
Authority to Make Market Purchases of Shares
16. That:
the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Companies Act 2006 as amended from time to time prior to the date of the passing of this resolution (the ‘Act’) to make market purchases (within the meaning of Section 693(4) of the Act) of its issued ordinary shares of 10p each in the capital of the Company (‘Shares’).
PROVIDED ALWAYS THAT:
(i)
the maximum number of Shares hereby authorised to be purchased shall be 30,548,593 or 14.99% of shares in issue as at
(ii) the minimum price which may be paid for a Share shall be 10p;
(iii)
the maximum price which may be paid for a Share must not be more than the higher of: (i)
5% above the average of the mid-market values of the Shares for the five business days before the purchase is made; and (ii)
the higher of the price of the last independent trade in the Shares and the highest then current independent bid for the Shares on the
(iv) any purchase of Shares will be made in the market for cash at prices below the prevailing net asset value per Share (as determined by the Directors);
(v) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, or the date 15 months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time;
(vi) the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and
(vii)
any shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of Sections 724 to 731 of the Act and any applicable regulations of the
Period of Notice Required for General Meetings
17. That:
the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 days.
Cancellation of Share Premium Account
18. That, subject to the confirmation of the Court, the Company be and is authorised to cancel the amount standing to the credit of the share premium account of the Company, and the amount by which the share premium account is so cancelled be credited to a distributable reserve which shall be capable of being applied in any manner in which the Company’s profits available for distribution (as determined in accordance with the Companies Act 2006) are able to be applied.
Dated this
By order of the Board
