Artemis UK Future Leaders Plc - Annual Financial Report and Notice of Annual General Meeting
Annual Financial Report (audited) Announcement for the Year Ended
The following text is extracted from the Annual Financial Report of the Company for the year ended
Financial Highlights
Total return statistics (with dividends reinvested)
Change for the year (%) 2026 2025 Net asset value (NAV) total return (1)(2) 0.0 -2.4 Share price total return (1)(2) 7.1 -8.0 Benchmark Index (2)(3) 16.1 -7.8
Performance from
Since
Total returns 1 year 3 years 5 years 10 years appointment
Net asset value per ordinary 0.0% (6.4)% (8.3)% 59.8% 5.3%
share
Ordinary share price 7.1% (3.3)% (2.2)% 58.7% 12.3%
Deutsche Numis Smaller
Companies
plus AIM (Excl. Inv-Trust) 16.1% 21.0% 18.3% 85.8% 21.5%
Source: Artemis/Datastream.
Capital statistics
At 31 January 2026 2025 Change
Total shareholders' funds (£'000) 129,385 136,644 (5.3)%
Net asset value (`NAV') per share 434.66p 449.88p (3.4)%
Share price 1,2 386.00p 375.00p 2.9%
Discount 1 (11.2)% (16.6)%
Gearing 1 :
- gross gearing 8.6% 9.0%
- net gearing 8.2% 7.2%
Maximum authorised gearing 19.3% 14.6%
For the year ended 31 January 2026 2025
First interim dividend 3.85p 3.85p
Second interim dividend 3.85p 3.85p
Third interim dividend 3.85p 3.85p
Final dividend 3.89p 3.45p
Total dividends 15.44p 15.00p 2.9%
Dividend yield 1,4 4.0% 4.0%
Dividend payable for the year (£'000) 4 :
- from current year net revenue 3,745 4,254
- from capital reserve 883 437
4,628 4,691
Capital dividend as a % of year end net assets 1,4 0.7% 0.3%
Capital returns paid in the year:
- Special dividend - 484.85p
Capital returns payable for the year (£'000):
- Special dividend - 16,401
Ongoing charges 1 1.00% 1.03%
1 Alternative Performance Measure (APM). See Glossary of Terms and Alternative Performance Measures on pages 70 to 72 of the financial report for details of the explanation and reconciliations of APMs.
2 Source: LSEG Data & Analytics.
3 The Benchmark Index of the Company is the Deutsche Numis Smaller Companies + AIM (excluding Investment Companies) Index with dividends reinvested.
4
Excludes the one-off elective special dividend (return of capital) of 484.85p paid to shareholders on
Chairman's statement
Dear shareholders,
The year was a challenging one for the Company and for the
Change of Investment Manager
On
Performance since the change has been difficult. This reflects a combination of continued headwinds facing
Performance and markets
Market conditions over the year were characterised by weak confidence in
The Company's shares traded at a discount to NAV throughout the year. The Board monitors the discount closely and recognises the importance of liquidity and market confidence for shareholders. Accordingly, the Company bought back 606,699 shares representing 2.0% of the Company during the year. We will continue to consider the use of the tools available to us, where appropriate, to address any sustained imbalance between supply and demand for the Company's shares.
Market context
The Board notes that valuations across the
While confidence towards
Dividends and dividend policy
The Company's regular dividend policy is to target a yield of 4% of the year-end share price, paid from income earned within the portfolio and enhanced, as necessary, through the use of realised capital profits. In accordance with this policy, the Company has declared and paid three interim dividends of 3.85p which are in line with the amounts paid in 2024. The Board has resolved that the Company will propose a final dividend payable in
Board composition
I would like to take the opportunity to thank
Annual General Meeting
This year's meeting will be held at the offices of Artemis at
Outlook
While near-term market conditions remain uncertain, the Board takes encouragement from the Investment Manager's assessment of the opportunity set now available within
Valuations across the sector are at historically attractive levels and, in many cases, imply unduly pessimistic assumptions about economic and earnings prospects. In fact, we are currently in the second longest and second most severe period of
The
In the meantime, elevated levels of corporate activity, including mergers, acquisitions and share buybacks, continue to underline the disconnect between market valuations and underlying fundamentals and provide an additional source of potential returns. The Board therefore remains confident that, with the portfolio now fully aligned to Artemis' investment philosophy and stewardship approach, the Company is well positioned to capture the long-term opportunities available within
Chairman
Investment Manager's review
Statement from the previous managers
During this period the fund managers had been instructed by the Board to administer the portfolio on a `care and maintenance' basis. We were asked not to purchase any new holdings and to take instructions on sales and reductions in holdings in order to raise funds for the redemption of the debt facility. Effectively we were taking instructions from the Board and Artemis via the Board.
Statement from the new managers
Portfolio managers until
Mark has managed Artemis` `
William Tamworth
William works alongside Mark in managing Artemis' `
Performance
We are disappointed with and apologise for this performance. While some of it relates to the transition and the performance of the stocks that we inherited, the larger component came in the period after the transition was complete, which we take full responsibility for (in the second half of the year, the NAV was down 1%, or 9 percentage points behind the benchmark).
Our overweight position in
Our technology and media holdings also also detracted from our performance. We have traditionally been attracted to the recurring earnings of subscription media businesses and software as a service revenue of technology businesses. Over the last six months there has been growing investor concern with regards to the potential disruption risk from AI for several stocks in these two sectors - hence the drag on our performance. We believe these concerns are overdone but it will take time for this to become evident. We stress the importance of first party (proprietary) data; the potential opportunities that come from AI (rather than just the risks) and the very attractive valuations of many of these companies.
What we did not own also impacted the relative performance - most notably basic material companies (for example Greatland Resources and Pan African Resources were amongst the best performing shares in the benchmark) which benefited from a gold price that was up over 70% in the year. We have tended to have little mining and oil & gas exposure as we feel poorly placed to judge future directions in commodity prices and we dislike the inherently high capital intensity of most businesses in these sectors. This was to the detriment of the portfolio last year.
After the transition period was complete,
Negatives
Future
(specialist media) and
Hilton Food Group
(food packager) were our two biggest detractors. Although Future's earnings were reduced, the main negative came from the multiple placed on those earnings which has fallen yet further. For
Orders fell at promotional products supplier 4imprint Group , but the expected hit to profit margins from tariffs (most of its products are made outside the US) failed to materialise. The long-term prospects for the company remain compelling: it offers an 8% free cashflow yield, has an excellent record of taking market share and there is scope for further growth in a fragmented market (despite being the leader, 4imprint's market share is only about 5%).
Gamma Communications, a B2B provider of voice and data services, was one of the best performers in our open-ended fund in 2024, but more than gave up those gains last year. Earnings expectations were pretty stable over 2025, meaning the fall in the share price was again down to the market putting a lower multiple on those earnings. Since the business was listed in 2014 it has increased its earnings per share by 7x (equivalent to a compound annual growth rate of 19%). It has never traded on such a low valuation as it does today - 9x price to earnings (P/E) or a 9% free cashflow yield. We added to our position.
Positives
Since we took charge of the trust on 7 March, our defence stocks have done well, with holdings in Avon Technologies, Chemring Group and Serco Group (which generates about 40% of its revenues from this area) rising strongly.
The portfolio's single best performer during the period was
Secure Trust Bank
, which fell significantly in
At the time, we felt that the shares offered substantial potential upside, trading as they were at a 75% discount to book value. Since then, they have rebounded past their
Pawnbroker
Another is buybacks: we saw a record number of holdings in our open-ended fund reduce their share count in 2025. We see this as indicative of management teams expressing the view that:
a) Their businesses have surplus capital (our median holding is forecast to have no net debt);
b) They are confident in the outlook; and
c) Their share prices do not reflect fundamental value.
Activity
Upon taking management of the trust, it took us about three months to rebalance it so it more closely reflected our investment philosophy. There is now an overlap of more than 85% between the trust and our open-ended
After the initial rebalancing, some of our notable purchases have included bakery Greggs, subsea equipment-rental firm Ashtead Technology, specialist consultancy Science Group, Bloomsbury Publishing and specialist electrical-component manufacturer DiscoverIE. Although this is a disparate group of companies, what unites them is attractive valuations underpinned by strong cashflow, decent growth prospects and leading market positions in their niches.
Outlook
We are currently in the second longest and second most severe relative drawdown for
The small-cap effect is a global phenomenon. Since 2000 - including the recent period of underperformance (which extends beyond the
Despite the compelling long-term numbers, there have been sustained periods of underperformance. Small-cap returns are lumpy. We do not know when the tide will turn, but when it does, a sharp rebound is likely. In 44% of calendar years since 1955, returns have exceeded 20% - and 52 months into a relative bear market does not feel like the time to capitulate 2 .
Meanwhile,
With small caps deriving about 60% of revenues from the
Over the last few years, the
In the short term the recovery may (again) have been deferred by the
Unemployment, which has continued to tick up, is an important risk. Our conversations with company management teams give us confidence we will not see a sudden spike in job losses, but it is nevertheless the biggest threat to our macro view. Working in the other direction is an improvement in the participation rate (people working or actively looking for work). The
Politics is generally far less important than commonly believed. Local politics matters even less. Gilt spreads are already elevated and a pivot to the left risks a further jump in borrowing costs (which are negatively correlated with
Balancing the risks for 2026, we see significant opportunity. As at the end of March, the median holding in the fund was trading on
Portfolio managers from
2.
Deutsche Numis
3.
4.
5. Bloomberg
6.
Strategy and business review
Purpose, culture, business model and strategy
The Company's purpose is to generate returns for shareholders by investing their pooled capital to achieve the Company's investment objective through the application of its investment policy and with the aim of spreading investment risk.
As the Company has no employees, the business model the Company has adopted to achieve its objective has been to contract its operations to appropriate external service providers. The Board has oversight of the Company's service providers, and monitors them on a formal and regular basis. The Board has a collegiate culture and pursues its fiduciary responsibilities with independence, integrity and diligence, taking advice and outside views as appropriate and constructively challenging and interacting with service providers.
Up until
With effect from
Contractual arrangements remain in place with MUFG Corporate Markets (formerly known as
Investment objective
The Company is an investment trust whose investment objective is to achieve long-term total returns for shareholders, primarily by investment in a broad cross-section of small to medium sized
Investment policy
The portfolio primarily comprises shares traded on the
The Manager seeks to outperform its benchmark, the Deutsche Numis Smaller Companies + AIM (excluding Investment Companies) Index with dividends reinvested. As a result, the Manager's approach can, and often does, result in significant overweight or underweight positions in individual stocks or sectors compared with the benchmark. Sector weightings are ultimately determined by stock selection decisions. Risk diversification is sought through a broad exposure to the market, where no single investment may exceed 5% of the Company's gross assets at the time of acquisition. The Company may utilise index futures to hedge risk of no more than 10% and other derivatives (including warrants) of no more than 15%. In addition, the Company will not invest more than 10% in collective investment schemes or investment companies, nor more than 10% in non-
Borrowings under this investment policy may be used to raise market exposure up to the lower of 30% of NAV and £25 million.
Dividend policy
The Company's dividend policy is to distribute all available revenue earned by the portfolio in the form of dividends to shareholders. In addition, the Board has approved the use of the Company's capital reserves to enhance dividend payments. Therefore, the total dividend, paid to shareholders on a quarterly basis, comprises income received from the portfolio, with the balance coming from realised capital profits. Whilst not guaranteed, in normal circumstances, the dividend for the year ending 31 January is calculated to give a yield of 4% based on the year end share price. It does not include any preliminary charges and investors may be subject to tax on dividends received.
Performance
The Board reviews performance by reference to a number of Key Performance Indicators which include the following:
■ the movement in the NAV per share on a total return basis:
Details on the movement in the NAV per share on a total return basis is provided in the Total returns table on page 3.
■ the NAV and share price performance relative to the Benchmark Index and the peer group:
The Board regularly reviews the Company's performance against the Benchmark Index and the peer group at each Board meeting. Information on the Company's performance can be found in the Chairman's statement on page 4 and the Investment Managers' review from page 6.
■ the discount/premium to NAV:
The Board monitors the price of the Company's shares in relation to their NAV and the premium/discount at which the shares trade. Further information on the Company's discount to NAV over the course of the year can be found on page 3.
■ dividend per share:
As stated above, the Company's dividend policy includes a target dividend yield of 4% of year end share price. Further information on the three interim dividends and proposed final dividend for the year ended
■ the ongoing charges:
The ongoing administrative costs of operating the Company are encapsulated in the ongoing charges ratio, which is calculated in accordance with guidance issued by the
The ongoing charges for the year ended
Further details on the calculation of the ongoing charges is shown on page 3.
Results and dividends
In the year ended
For the year ended
Capital structure
The capital structure of the Company as at
Therefore, the Company's total voting rights were 29,766,693 ordinary shares. The Company bought back into treasury 606,699 ordinary shares at an average price of 372.76p.
Financial position and borrowings
At
Borrowings and derivatives are used by the Company for gearing. This may enhance the total return on its shares when the value of the company's assets is rising and exceeds the cost of borrowings, but it may have the opposite effect when the value is falling and when the underlying return is less than the cost of borrowing, thus reducing the total return on the shares. They may also increase the volatility of the returns to shareholders and the net asset value per share. The Company currently utilises Contracts for Difference (CFDs), often referred to as Equity Swaps for the purposes of gearing. Given the current investment policy, this effectively limits gearing to 15% of Net Asset Value. In practice, Board approval would be sought to increase gearing through CFDs above 10%. Net gearing through CFDs was 8.2% as at year end.
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 Investment Manager's review. A triennial vote is held on the continuation of the Company with the next one being at the AGM in
Principal risks and uncertainties
The Directors confirm that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit Committee reviews the Company's risk control summary at each meeting, and as part of this process, gives consideration to identifying emerging risks. Emerging risks, such as evolving cyber threats, geo-political tensions and climate related risks, have been considered during the period as part of the Directors' assessment.
Principal risk description Mitigating procedures and controls Market (economic) risk Factors such as fluctuations in stock The Directors have assessed the market markets, interest rates and exchange impact of the ongoing uncertainty from rates are not under the control of the the unfavourable developments globally Board or the Portfolio Managers, but through regular discussions with the may give rise to high levels of Portfolio Managers and the Corporate volatility in the share prices of Broker. The Company's current portfolio investee companies, as well as consists of companies listed on the main affecting the Company's own share priceUK equity market and those listed on and the discount to its NAV. The risk AIM. To a limited extent, futures can be could be triggered by unfavourable used to mitigate against market developments globally and/or in one or (economic) risk, as can the judicious more regions, contemporary examples holding of cash or other very liquid being the market uncertainty in assets. Futures are not currently being relation to the wider political used. developments inUkraine , theMiddle East and the worldwide tariffs implemented by theUSA . The Portfolio Managers seek to mitigate risk through holding an economically diversified portfolio without concentrated macroeconomic bets.UK Smaller Companies in aggregate earn approximately 60% of their revenues from the domesticUK economy so the portfolio will be sensitive to both theUK macro economic outlook and sentiment towards theUK . The Manager's preference is to invest in companies with strong balance sheets and strong cash generation which should be relatively better positioned to withstand economic shocks. They like companies with market leading positions which tend to be better able to pass through price increases to mitigate cost inflation. The portfolio is constructed without reference to the benchmark. The weighting that a stock is given is a Investment risk function of anticipated share price upside, the level of conviction and the The Company invests in small and riskiness of an investment. A single medium-sized companies traded on the holding will typically not exceed 5% ofLondon Stock Exchange or on AIM. By the portfolio. The factor profile of the their nature, these are generally portfolio is also principally driven by considered riskier than their larger bottom-up stock picking although our counterparts and their share prices can investment risk team generates factor be more volatile, with lower liquidity. analysis for the investment team to In addition, as smaller companies may review on a regular basis. not generally have the financial strength, diversity and resources of Sustainability analysis is a core part larger companies, they may find it more of stock analysis in both assessing the difficult to overcome periods of opportunities and risks facing companies economic slowdown or recession. over the medium to long term. The Manager identifies key ESG metrics for each company and tracks the disclosure and trend of these. Disclosures by companies in the investment universe can often be poor, so this is an area they engage on. The Portfolio Managers remain cognisant at all times of the potential liquidity of the portfolio. There can be no guarantee that the Company's strategy and business model will be successful in achieving its investment objective. The Board monitors the performance of the Company, giving due consideration to how the Manager has incorporated ESG considerations including climate change into their investment process. The Board also has guidelines in place to ensure that the Managers adhere to the approved investment policy. The continuation of the Manager's mandate is reviewed annually. The Board regularly reviews the Company's investment objective and Shareholders' risk strategy to ensure they remain appropriate. It also monitors the The value of an investment in the composition of the shareholder register, Company may go down as well as up and peer group performance on both a share an investor may not get back the amount price and NAV basis, and the Company's invested. In addition, the Company share price discount to NAV per share. operates within theUK investment trust The Board and the Portfolio Managers sector, which has recently experienced maintain an active dialogue with increased levels of shareholder shareholders and other stakeholders, activism and other forms of corporate seeking to ensure that the market rating activity targeting listed investment of the Company's shares reflects the companies. Such activity could create underlying NAV and to understand uncertainty regarding the Company's investor concerns at an early stage. future, increase costs and management Share buyback and issuance authorities distraction, and may result in are in place to support the management corporate actions that do not align of the discount and premium as with the long-term interests of all appropriate. The Board remains alert to shareholders. the potential for shareholder activism and is prepared to respond as necessary, with a focus on protecting the long-term interests of all shareholders. Reliance on the Manager and other third-party service providers The Company has no employees and the Board comprises non-executive directors only. The Company is therefore reliant upon the performance of third-party service providers for its executive Third-party service providers are function and service provisions. The subject to ongoing monitoring by the Company's operational structure means Manager and the Board. that all cyber risk (information and physical security) arises at its The Manager reviews the performance of third-party service providers, all third-party providers regularly including the risk of fraud, sabotage through formal and informal meetings. or crime against the Company. The Company's operational capability relies The Audit Committee reviews regularly upon the ability of its third-party the performance and internal controls of service providers to continue working the Manager and all third-party throughout the disruption caused by a providers through audited service major event such as the Covid-19 organisation control reports together pandemic. Failure by any service with updates on information security, provider to carry out its obligations the results of which are reported to the to the Company in accordance with the Board. terms of its appointment could have a materially detrimental impact on the The Manager's business continuity plans operation of the Company and could are reviewed on an ongoing basis and the affect the ability of the Company to Directors are satisfied that the Manager successfully pursue its investment has in place robust plans and policy. The Company's main service infrastructure to minimise the impact on providers, of which the Manager is the its operations so that the Company can principal provider, are listed on page continue to trade, meet regulatory 75. obligations, report and meet shareholder requirements. The Board receives regular The Manager may be exposed to update reports from the Manager and reputational risks. In particular, the third-party service providers on Manager may be exposed to the risk that business continuity processes and has litigation, misconduct, operational been provided with assurance from them failures, negative publicity and press all insofar as possible that measures speculation, whether or not it is are in place for them to continue to valid, will harm its reputation. Damage provide contracted services to the to the reputation of the Manager could Company. potentially result in counterparties and third parties being unwilling to deal with the Manager and by extension the Company, which carries the Manager's name. This could have an adverse impact on the ability of the Company to pursue its investment policy successfully. Regulatory risk The Manager reviews the level of The Company is subject to various laws compliance with tax and other financial and regulations by virtue of its status regulatory requirements on a regular as an investment trust, its listing on basis. The Board regularly considers all theLondon Stock Exchange and being an risks, the measures in place to controlAlternative Investment Fund under the them and the possibility of any otherUK AIFMD regime. A loss of investment risks that could arise. The Manager's trust status could lead to the Company Risk and Compliance function produce being subject to corporation tax on the annual reports for review by the chargeable capital gains arising on the Company's Audit Committee. sale of its investments. Other control failures, either by the Manager or any Further details of risks and risk other of the Company's service management policies as they relate to providers, could result in operational the financial assets and liabilities of or reputational problems, erroneous the Company are detailed in note 16 of disclosures or loss of assets through this Annual Financial Report. fraud, as well as breaches of regulations.
Long-term viability
Viability statement
In accordance with provision 31 of the
The main risks to the Company's continuation are: insufficient liquidity to meet liabilities as they fall due; poor investment performance over an extended period; shareholder dissatisfaction through failure to meet the Company's investment objective; or the investment policy not being appropriate in prevailing market conditions. Accordingly, failure to meet the Company's investment objective, and contributory market and investment risks are deemed by the Board to be principal risks of the Company and are given particular consideration when assessing the Company's long term viability. Despite ongoing geopolitical tensions, including the conflicts in
The investment objective of the Company has been substantially unchanged for many years. The 2015 amendment to the dividend policy gave some additional weight to targeting increased dividend income to shareholders. This change does not affect the total return sought or produced by the Manager but was designed to increase returns distributed to shareholders. The Board considers that the Company's investment objective remains appropriate. This is confirmed by contact with major shareholders.
Performance derives from returns for risk taken. The Investment Manager's review on page 6 sets out their current investment strategy. There has been no material change in the Company's investment objective, however.
Demand for the Company's shares and performance are not things that can be forecast, but there are no current indications that either or both of these may decline substantially over the next five years so as to affect the Company's viability. The Directors have also considered the continuation vote due to take place at the AGM in 2027 and note that the outcome of the vote is dependent on future performance and shareholder sentiment. Based on current conditions and shareholder engagement, the Directors remain confident that the Company's investment strategy will continue to serve shareholders over the longer term. The Directors have a reasonable expectation that the Company will be able to continue to operate and to meet its liabilities as they fall due over the period and that the continuation vote in 2027 will be successful.
The Company is a closed end investment trust and can pursue a long term investment strategy and make use of gearing to enhance returns through investment cycles without the need to maintain liquidity for investor redemptions.
Based on the above analysis, including review of the revenue forecast for future years along with stress testing of the portfolio liquidity and dividend sensitivity analysis, the Directors confirm that they expect the Company will continue to operate and meet its liabilities, as they fall due, during the five years ending January 2031.
Share capital
Shareholders authorised the Company to buyback up to 14.99 per cent of the shares in issue at the 2025 AGM.
During the year, the Company bought back 606,699 ordinary shares. As at
A resolution to renew the Company's buyback authority will be put to shareholders at the AGM on
No ordinary shares were issued during the year.
Duty to promote the success of the Company
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 third-party service providers 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 is committed to maintaining open channels of communication and engagement with stakeholders in a manner which they find most meaningful. The table below sets out how the Board engages with each of its key stakeholders:
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 on the
London Stock Exchange website, 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. For shareholders who
are unable to attend the AGM, a video
update from the Portfolio Managers will be
available on the Company's website after
Shareholders the AGM. Shareholders can also visit the
Company's website,
https://www.artemisfunds.com/futureleaders
to access copies of Half-Yearly and Annual
Financial Reports, shareholder circulars,
factsheets and Stock Exchange
announcements.
There is a 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 representatives of 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 & other key third-party Manager, maintains regular contact with
service providers its key external service providers and
receives 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
the third-party service providers'
performance, fees and continuing
appointment on an annual basis 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.
On the Company's behalf the Investment
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
an investee company during the year can be
found on page 10.
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 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 AIC board members.
Some of the key discussions and decisions the Board made during the year were:
to appoint
to approve the use of CFDs for the purposes of gearing, in place of a revolving credit facility, with a view to providing maximum flexibility at a lower cost. This required a minor change to the investment policy which was approved by shareholders at the 2025 AGM.
to approve an enhanced share buyback programme in late 2025 to address the persistent discount, improve liquidity and to reduce the threat from activist investors.
to continue as a three person Board following the resignation of
in line with the Company's dividend policy and subject to shareholder approval of the final dividend, the Board agreed to pay total dividends for the year ended
Board diversity
The Board considers diversity, including the balance of skills, knowledge, experience and gender amongst other factors when reviewing its composition and appointing new directors. The Board continues to recognise the importance of having a range of skilled and experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations.
In view of its relatively small 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
In accordance with UKLR 6.6.6R (9), (10) and (11) the Board has provided the following information in relation to its diversity as at
Board Gender as at
Number of Number in Percentage of
Number of Percentage senior executive executive
positions
Board members of the Board on the Board management A management A
Men 2 66.6% 1 B n/a n/a
Women 1 B 33.3% 1 C n/a n/a
A The Company does not disclose the number of directors in executive management as this is not applicable for an investment trust.
B Does not meet the target that at least 40% of Directors are women as set as set out in UKLR 6.6.6R (9)(a)(i).
C The position of Chairman is held by a woman and therefore this meets the target of 1 as set out in UKLR 6.6.6R (9)(a)(ii).
Board Ethnic Background as at
Number of Number in Percentage of
Number of Percentage senior executive executive
positions
Board of the Board on the Board management management
members A A
White British
or other White
(including
minority-white 3 100% 2 n/a n/a
groups)
Minority 0 B 0% 0 n/a n/a
ethnic
A The Company does not disclose the number of directors in executive management as this is not applicable for an investment trust.
B Does not meet the target that at least one Director is from a minority ethnic background as set as set out in UKLR 6.6.6R (9)(a)(iii).
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).
Sustainability and environmental, social and governance ('ESG') matters
The Board recognises that the most material way in which the Company can have an impact on ESG is through responsible ownership of its investments. The Board has appointed Artemis as Investment Manager, who engages actively with investee companies undertaking extensive evaluation and engagement on a variety of matters such as strategy, performance, risk, dividend policy, governance and remuneration. All risks and opportunities are considered as part of the investment process in the context of enhancing the long-term value of shareholders' investments. This will include matters relating to material environmental, human rights and social considerations that will ultimately impact the profitability of a company or its stock market rating and hence these matters are an integral part of Artemis' thinking as investors.
Further details are shown in ESG & stewardship at Artemis on pages 9 and 10.
A greenhouse gas emissions statement is included in the Directors' report on page 29.
Modern Slavery Act 2015
The Company is an investment vehicle and does not provide goods or services in the normal course of business or have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015.
The Strategic Report was approved by the Board of Directors on
Corporate Company Secretary
Portfolio of investments at
Market Value Portfolio Exposure*
Company Sector £'000 £'000 %
IntegraFin Holdings Investment Banking and 2,488 4,012^ 3.0
Brokerage Services
GB Group Software and Computer 3,195 3,910^ 2.9
Services
Secure Trust Bank Banks 3,687 3,687 2.7
Mears Group Industrial Support 3,676 3,676 2.6
Services
MONY Group Software and Computer 3,385 3,676^ 2.6
Services
Moonpig Group Retailers 3,137 3,484^ 2.5
Coats Group General Industrials 3,418 3,418 2.4
NCC Group Software and Computer 2,297 3,283^ 2.3
Services
Serco Group Industrial Support 3,106 3,106 2.2
Services
Morgan Sindall Group Construction and 3,090 3,090 2.2
Materials
Wilmington Media 2,227 3,001^ 2.1
Hollywood Bowl Group Travel and Leisure 2,223 2,984^ 2.1
Victorian Plumbing Retailers 2,916 2,916 2.1
Groupᴬᴵᴹ
Telecom Plus Electricity 2,525 2,902^ 2.1
Gamma Communications Telecommunications 2,279 2,836^ 2.0
Service Providers
Young & Co's Brewery Travel and Leisure 2,761 2,761 2.0
- Non-Votingᴬᴵᴹ
Next 15 Groupᴬᴵᴹ Media 2,721 2,721 1.9
Restoreᴬᴵᴹ Industrial Support 2,690 2,690 1.9
Services
4imprint Group Media 2,651 2,651 1.9
Oxford Instruments Electronic and 2,500 2,500 1.8
Electrical Equipment
DFS Furniture Retailers 2,478 2,478 1.8
On the Beach Group Travel and Leisure 2,432 2,432 1.7
Brooks Macdonald Investment Banking and 2,386 2,386 1.7
Group Brokerage Services
Halfords Group Retailers 2,327 2,327 1.7
Chemring Group Aerospace and Defence 2,327 2,327 1.7
Norcros Construction and 1,243 2,297^ 1.6
Materials
Wickes Group Retailers 2,261 2,261 1.6
RWSᴬᴵᴹ Industrial Support 2,234 2,234 1.6
Services
Future Media 1,118 2,226^ 1.6
Avon Technologies Aerospace and Defence 2,129 2,129 1.5
Greggs Personal Care, Drug 2,128 2,128 1.5
and Grocery Stores
Netcallᴬᴵᴹ Software and Computer 2,125 2,125 1.5
Services
Dunelm Group Retailers 2,040 2,040 1.5
GlobalDataᴬᴵᴹ Industrial Support 2,030 2,030 1.5
Services
MJ Gleeson Household Goods and 1,991 1,991 1.4
Home Construction
Tatton Asset Investment Banking and 1,987 1,987 1.4
Managementᴬᴵᴹ Brokerage Services
Kainos Group Software and Computer 1,968 1,968 1.4
Services
Johnson Service Group Industrial Support 1,949 1,949 1.4
Services
YouGovᴬᴵᴹ Media 1,862 1,862 1.3
NIOX Groupᴬᴵᴹ Medical Equipment and 1,830 1,830 1.3
Services
Henry Boot Real Estate Investment 1,161 1,821^ 1.3
and Services
Ashtead Technology Oil, Gas and Coal 1,795 1,795 1.3
TT Electronics Technology Hardware 1,792 1,792 1.3
and Equipment
LBG Mediaᴬᴵᴹ Media 1,778 1,778 1.3
Science Groupᴬᴵᴹ Industrial Support 1,764 1,764 1.3
Services
Keller Group Construction and 1,675 1,675 1.2
Materials
discoverIE Group Electronic and 1,663 1,663 1.2
Electrical Equipment
Energean Oil, Gas and Coal 1,651 1,651 1.2
Harworth Group Real Estate Investment 382 1,630^ 1.2
and Services
Hilton Food Group Food Producers 1,606 1,606 1.1
Bloomsbury Publishing Media 721 1,602^ 1.1
J D Wetherspoon Travel and Leisure 1,543 1,543 1.1
Workspace Group Real Estate Investment 1,484 1,484 1.1
Trusts
Severfield Construction and 1,387 1,387 1.0
Materials
Jadestone Energyᴬᴵᴹ Oil, Gas and Coal 1,381 1,381 1.0
Morgan Advanced Electronic and 1,361 1,361 1.0
Materials Electrical Equipment
Accesso Technology Software and Computer 1,178 1,178 0.8
Groupᴬᴵᴹ Services
Beeks Financial Cloud Software and Computer 1,058 1,058 0.8
Groupᴬᴵᴹ Services
CLS Real Estate Investment 998 998 0.7
and Services
M&C Saatchiᴬᴵᴹ Media 997 997 0.7
Warpaint Londonᴬᴵᴹ Personal Goods 882 882 0.6
Victrex Chemicals 806 806 0.6
SIG Industrial Support 717 717 0.5
Services
FDM Group Industrial Support 673 673 0.5
Services
Videndum Industrial Engineering 162 162 0.1
Total Investments:
65 (31 January 2025: 128,432 139,715 100.0
60)
Ordinary shares unless stated otherwise.
* The Portfolio Exposure indicates the impact on market price movements resulting from the ownership of shares and derivative instruments. The Market Value represents the fair value of the portfolio, which is reflected on the Balance Sheet. In the case of holding a Contract for Difference (CFD), the Market Value reflects the profit or loss generated by the contract since its inception, based on the movement of the underlying share price. CFDs provide investors with the benefits and risks of owning a security without actually owning it. There is no delivery of physical goods or securities, which means that CFDs are generally regarded as an easier method of settlement because losses and gains are paid in cash. CFDs are disclosed in Derivative assets/liabilities at market value in the Balance Sheet on page 48. However, when the Company solely holds shares, both the Market Value and the Portfolio Exposure align.
AIM Investments quoted on AIM.
^ Includes CFD position.
Directors' responsibilities statement
The Directors are responsible for preparing the Annual Financial Report in accordance with
Company law requires the Directors to prepare financial statements for each financial year. Under the law the Directors have elected to prepare financial statements in accordance with
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
·
present additional disclosures when compliance with the specific requirements in
·
state whether
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are responsible for preparing the Strategic Report, a Corporate Governance Statement, a Directors' Remuneration Report and a Directors' Report that comply with the law and regulations.
The Directors of the Company each confirm to the best of their knowledge, that:
·
the financial statements, prepared in accordance with
· this Annual Financial Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces; and
· they consider that this 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
Financial statements
Statement of comprehensive income
for the year ended
31 January 31 January
2026 2025
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Loss on
investments 9 - (3,131) (3,131) - (4,673) (4,673)
held at
fair value
Income 2 4,350 - 4,350 4,902 - 4,902
Net losses
on 10 - (334) (334) - - -
derivatives
Investment
management 3 (32) (456) (488) (189) (1,072) (1,261)
fees
Other 4 (528) (1) (529) (370) (466) (836)
expenses
Loss
before
finance 3,790 (3,922) (132) 4,343 (6,211) (1,868)
costs and
taxation
Finance 5 (45) (258) (303) (89) (501) (590)
costs
Loss
before 3,745 (4,180) (435) 4,254 (6,712) (2,458)
taxation
Taxation 6 - - - - - -
Loss after 3,745 (4,180) (435) 4,254 (6,712) (2,458)
taxation
Return per
ordinary 7 12.37p (13.81)p (1.44)p 13.02p (20.54)p (7.52)p
share
The total columns of this statement represent the Company's statement of comprehensive income, prepared in accordance with
Statement of changes in equity
for the year ended
Capital
Share Share Redemption Capital Revenue
Capital Premium Reserve Reserve Reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
At 31 January 10,642 22,366 3,386 123,147 1,854 161,395
2024
Total
comprehensive - - - (6,712) 4,254 (2,458)
loss for the
year
Dividends paid 8 - - - (1,278) (4,328) (5,606)
Shares bought
back and held 13 - - - (286) - (286)
in treasury
Special 8,13 (677) - 677 (16,401) - (16,401)
dividend paid
At 31 January 9,965 22,366 4,063 98,470 1,780 136,644
2025
Total
comprehensive - - - (4,180) 3,745 (435)
loss for the
year
Dividends paid 8 - - - (437) (4,112) (4,549)
Shares bought
back and held 13 - - - (2,275) - (2,275)
in treasury
At 31 January 9,965 22,366 4,063 91,578 1,413 129,385
2026
The accompanying accounting policies and notes are an integral part of these financial statements.
Balance sheet
as at
2026 2025
Notes £'000 £'000
Non-current assets
Investments held at fair value through profit or loss 9 128,586 143,920
Current assets
Derivative financial assets held at fair value through 10 39 -
profit or loss
Other receivables 11 688 2,839
Cash and cash equivalents 497 2,472
Variation margin receivable 90 -
1,314 5,311
Total assets 129,900 149,231
Current liabilities
Derivative financial liabilities held at fair value 10 (193) -
through profit or loss
Other payables 12 (322) (12,587)
(515) (12,587)
Total assets less current liabilities 129,385 136,644
Net assets 129,385 136,644
Capital and reserves
Share capital 13 9,965 9,965
Share premium 14 22,366 22,366
Capital redemption reserve 14 4,063 4,063
Capital reserve 14 91,578 98,470
Revenue reserve 14 1,413 1,780
Total shareholders' funds 129,385 136,644
Net asset value per ordinary share
Basic and diluted 15 434.66p 449.88p
The financial statements were approved and authorised for issue by the Board of Directors on
Signed on behalf of the Board of Directors
Chairman
The accompanying accounting policies and notes are an integral part of these financial statements.
Statement of cash flows
for the year ended
2026 2025
Notes £'000 £'000
Cash flow from operating activities
Loss before taxation (435) (2,458)
Add back finance costs 22 590
Adjustments for:
Purchase of investments (88,577) (19,030)
Sale of investments 103,051 37,995
Net loss of derivative transactions 334 -
Settlement of derivative transactions (180) -
14,628 18,965
Loss on investments held at fair value 3,131 4,673
Increase in receivables (209) (32)
Increase in payables 84 20
Net cash inflow from operating activities 17,221 21,758
Cash flow from financing activities
Finance cost paid (22) (590)
Dividends paid 8 (4,549) (5,606)
Decrease in bank overdraft - (8,753)
Bank facility (repayment)/drawdown (12,350) 12,350
Shares bought back and held in treasury (2,275) (286)
Special dividend paid 8 - (16,401)
Net cash outflow from financing activities (19,196) (19,286)
Net (decrease)/increase in cash and cash (1,975) 2,472
equivalents
Cash and cash equivalents at start of the year 2,472 -
Cash and cash equivalents at the end of the year 497 2,472
Reconciliation of cash and cash equivalents to the
Balance Sheet is as follows:
Cash held at custodian 100 52
Northern Trust Global Funds plc - Sterling, money 397 2,420
market fund
Cash and cash equivalents 497 2,472
Cash flow from operating activities includes:
Dividends received 4,157 4,825
Interest received 5 5
As the Company did not have any long term debt at both the current and prior year ends, no reconciliation of the financial liabilities position is presented.
The accompanying accounting policies and notes are an integral part of these financial statements.
Notes to the financial statements
1. Principal 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.
The principal accounting policies adopted in the preparation of these financial statements together with the approach to recognition and measurement are set out below. These policies have been consistently applied during the current year and the preceding year, unless otherwise stated.
The financial statements have been prepared on a going concern basis on the grounds that the Company's investment portfolio is sufficiently liquid and significantly exceeds all balance sheet liabilities. There are no unrecorded commitments or contingencies. The disclosure on going concern on page 28 in the Directors' Report provides further detail. The Directors believe the Company has adequate resources to continue in operational existence for the foreseeable future and has the ability to meet its financial obligations as and when they fall due for a period until at least
(a) Basis of preparation
(i) Accounting standards applied
The financial statements have been prepared on a historical cost basis, except for the measurement at fair value of investments and derivative financial instruments, including CFDs, which for the Company are quoted bid prices for investments in active markets at the Balance Sheet date and in accordance with the applicable
Where presentational guidance set out in the Statement of Recommended Practice (`SORP') `Financial Statements of
The Directors have considered the impact of climate change on the value of the listed investments that the Company holds. In the view of the Directors, as the portfolio consists of listed and contracts for difference (`CFD'), their market prices should reflect the impact, if any, of climate change and accordingly no adjustment has been made to take account of climate change in the valuation of the portfolio in these financial statements.
(ii) Critical accounting estimates and judgements
The preparation of the financial statements may require the Directors to make estimations 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.
(b) Foreign currency and segmental reporting
(i) Functional and presentation currency
The financial statements are presented in Sterling, which is the Company's functional and presentation currency and the currency in which the Company's share capital and expenses are denominated, as well as a majority of its assets and liabilities.
(ii) Transactions and balances
Foreign currency assets and liabilities are translated into Sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currency, are translated into Sterling at the rates of exchange ruling on the dates of such transactions, and profit or loss on translation is taken to revenue or capital depending on whether it is revenue or capital in nature. All are recognised in the statement of comprehensive income.
(iii) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity, issued by companies operating and generating revenue mainly in the
(c) Financial instruments
(i) Recognition of Financial 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 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 of financial assets and financial liabilities
Financial assets
The Company classifies its financial assets as measured at amortised cost or measured at fair value through profit or loss on the basis of both: the entity's business model for managing the financial assets; and the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortised cost include cash and debtors.
A financial asset is measured at fair value through profit or loss if its contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest (`SPPI') on the principal amount outstanding or it is not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. The Company's equity and contracts for difference are classified as fair value through profit or loss as they do not give rise to cash flows that are SPPI.
Financial assets held at fair value through profit or loss are initially recognised at fair value, which is usually the transaction price and are subsequently valued at fair value.
For investments that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted bid prices at the balance sheet date.
Financial liabilities
Financial liabilities, including borrowings through the bank facility or formerly the bank overdraft, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, where applicable.
(d) Cash and cash equivalents.
Cash and cash equivalents include any cash held at custodian and approved depositories as well as holdings in Northern Trust
(e) Income. All dividends are taken into account on the date investments are marked ex-dividend; other income from investments is taken into account on an accruals basis. Where the Company elects to receive scrip dividends (i.e. in the form of additional shares rather than cash), the equivalent of the cash dividend foregone is recognised as income in the revenue account and any excess in value of the shares received over the amount of the cash divided recognised in capital. Deposit interest is taken into account on an accruals basis. Special dividends representing a return of capital are allocated to capital in the statement of comprehensive income and then taken to capital reserves. Dividends will generally be recognised as revenue however all special dividends will be reviewed, with consideration given to the facts and circumstances of each case, including the reasons for the underlying distribution, before a decision over whether allocation is to revenue or capital is made.
(f) Expenses and Finance Costs . All expenses and finance costs are accounted for in the statement of comprehensive income on an accruals basis.
The investment management fee and finance costs (including those related to the bank facility, contracts for difference (CFDs), or formerly the bank overdraft) are allocated 85% to capital and 15% 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 such as brokerage commission and stamp duty are recognised in capital in the statement of comprehensive income. Expenses incurred as a result of the special elective dividend and change of investment manager have been recognised as capital in the statement of comprehensive income. All other expenses are allocated to revenue in the statement of comprehensive income.
(g) Taxation. Tax represents the sum of tax payable, withholding tax suffered and deferred tax. Tax is charged or credited in the statement of comprehensive income. Any tax payable is based on taxable profit for the year, however, as expenses exceed taxable income no corporation tax is due. The Company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the balance sheet date.
Deferred taxation is recognised in respect of all temporary 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 in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered probable that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the tax rates expected to apply in the period when the liability is settled or the asset realised.
Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.
(h) Dividends. Dividends are not accrued in the financial statements, unless there is an obligation to pay the dividends at the balance sheet date. Proposed final dividends are recognised in the financial year in which they are approved by the shareholders.
(i) Derivatives. The contracts for difference held in the portfolio are valued based on the price of the underlying security or index which they are purchased to reflect. The nature and intended use of these derivatives is to synthetically allow the Company to go long on an underlying asset without the need to trade the physical securities. They are valued based on the quoted bid price of the underlying security when held long. There are revenue and capital returns to be derived from these instruments. Dividends on contracts for difference are recognised as revenue for long positions when the securities are quoted ex-dividend. Open CFD positions at the year end are shown at fair value in the Statement of financial Position under current assets or current liabilities. Interest on margin accounts held with brokers is included in the revenue return. All other gains/losses and cash flows from derivatives are included in the capital return.
2. Income
This note shows the income generated from the portfolio (investment assets) of the Company and income received from any other source.
2026 2025
£'000 £'000
Income from investments:
UK dividends 3,910 4,533
Derivative income from CFDs 184 -
UK special dividends 183 262
Liquidity fund income 41 -
Overseas dividends 27 102
Deposit interest 5 5
Total income 4,350 4,902
No special dividends have been recognised in capital during the year (2025: nil).
Overseas dividends include dividends received on
3. Investment management fee
This note shows the fees due to the Manager. These are made up of the management fee calculated and paid monthly and, for the previous year. This fee is based on the value of the assets being managed.
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 32 456 488 189 1,072 1,261
Details of the investment management and secretarial agreement are given on page 28 in the Directors' Report.
At
As part of the transition, Artemis agreed to a nine-month fee waiver covering the period from 7 March to
4. Other expenses
The other expenses of the Company are presented below; those paid to the Directors and auditor are separately identified.
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Directors' remuneration(i) 130 - 130 132 - 132
Auditor's fees(ii):
- for audit of the
Company's annual financial 56 - 56 51 - 51
statements
Other expenses(iii) 342 1 343 187 466 653
528 1 529 370 466 836
(i) The Director's Remuneration Report provides further information on Directors' fees.
(ii) Auditor's fees include expenses but excludes VAT. The VAT is included in other expenses.
(iii) Other expenses include:
·
£19,000 (2025: £12,500) of employer's
· custodian transaction charges of £1,300 (2025: £1,700). These are charged to capital.
· broker, registrar, legal and print costs in connection with the special dividend of £nil (2025: £422,800). These were charged to capital.
· legal costs in connection with the change of Investment Manager £300 (2025: £42,000). These were charged to capital.
· £342,000 (2025: £187,000) represents operational costs paid by the Company and charged to revenue.
5. Finance costs
Finance costs arise on any borrowing facilities the Company has and from the financing element of Contracts for Difference (CFDs).
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Bank facility fee - 1 1 1 7 8
Interest on bank facility 3 18 21 51 286 337
Overdraft interest - - - 37 208 245
CFD finance cost 42 239 281 - - -
45 258 303 89 501 590
6. Taxation
As an investment trust the Company pays no tax on capital gains and, as the Company invested principally in
(a) Tax charge
2026 2025
£'000 £'000
Overseas taxation - -
(b) Reconciliation of tax charge
2026 2025
£'000 £'000
Loss before taxation (435) (2,458)
Theoretical tax at the current UK Corporation Tax rate of 25% (109) (615)
(2025: 25%)
Effects of:
- Non-taxable UK dividends (961) (1,102)
- Non-taxable UK special dividends (46) (65)
- Non-taxable overseas dividends (7) (24)
- Non-taxable loss on investments 866 1,168
- Excess of allowable expenses over taxable income 257 521
- Disallowable expenses - 117
Tax charge for the year - -
(c) Factors that may affect future tax changes
The Company has cumulative excess management expenses of £49,008,000 (2025: £48,030,000) that are available to offset future taxable revenue.
A deferred tax asset of £12,252,000 (2025: £12,007,000) at 25% (2025: 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.
7. Return per ordinary share
Return per ordinary share is the amount of gain or loss generated for the financial year divided by the weighted average number of ordinary shares in issue.
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Return £'000 3,745 (4,180) (435) 4,254 (6,712) (2,458)
Return per ordinary share 12.37p (13.81)p (1.44)p 13.02p (20.54)p (7.52)p
The returns per ordinary share are based on the weighted average number of shares in issue during the year of 30,268,571 (2025: 32,686,825).
8. Dividends on ordinary shares
The Company paid four dividends in the year - three interims and a final.
2026 2025
Pence £'000 Pence £'000
Dividends paid from revenue in the year:
Third interim (prior year) 3.85 1,170 3.85 1,302
Final (prior year) 2.01 611 1.63 553
First interim 3.85 1,169 3.85 1,302
Second interim 3.85 1,162 3.85 1,171
Total dividends paid from revenue 13.56 4,112 13.18 4,328
Dividends paid from capital in the year:
Final (prior year) 1.44 437 3.78 1,278
Total dividends paid from capital 1.44 437 3.78 1,278
Total dividends paid in the year 15.00 4,549 16.96 5,606
2026 2025
Pence £'000 Pence £'000
Dividends payable in respect of the year:
First interim 3.85 1,170 3.85 1,302
Second interim 3.85 1,162 3.85 1,171
Third interim 3.85 1,144 3.85 1,170
Final 3.89 1,152 3.45 1,048
15.44 4,628 15.00 4,691
The third interim dividend of 3.85p per share, in respect of the year ended
2026 2025
£'000 £'000
Dividends in respect of the year:
- from revenue reserve 3,745 4,254
- from capital reserve 883 437
4,628 4,691
Dividend payable from the capital reserve of £883,000 (2025: capital reserve of £437,000) as a percentage of year end net assets of £129,385,000 (2025: £136,644,000) is 0.70% (2025: 0.30%). The Company has £105,623,000 (2025: £112,136,000) of realised distributable capital reserves at the year end.
2026 2025
Pence £'000 Pence £'000
Capital returns paid in the year:
Special Dividend - - 484.85 16,401
- - 484.85 16,401
A return of capital was offered to Shareholders during the year ended
9. Investments held at fair value through profit and loss
The portfolio is made up of investments which are listed or traded on a primary stock exchange or AIM. Profit and losses in the year include:
· realised, usually arising when investments are sold; and
· unrealised, being the difference from cost on those investments still held at the year end.
2026 2025
£'000 £'000
Investments listed on a primary stock exchange 96,393 112,854
AIM quoted investments 32,193 31,066
128,586 143,920
Opening valuation 143,920 169,481
Movements in year:
Purchases at cost 88,577 18,982
Sales proceeds (100,780) (39,870)
Loss on investments in the year (3,131) (4,673)
Closing valuation 128,586 143,920
Closing book cost 142,631 157,586
Closing investment unrealised loss (14,045) (13,666)
Closing valuation 128,586 143,920
The transaction costs amount to £303,000 (2025: £68,000) on purchases and £23,000 (2025: £20,000) for sales. These amounts are included in determining the loss on investments held at fair value as disclosed in the statement of comprehensive income.
The Company received £100,780,000 (2025: £39,870,000) from investments sold in the year. The book cost of these investments when they were purchased was £103,532,000 (2025: £35,968,000) realising a loss of £2,750,000 (2025: gain of £3,902,000). 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.
10. Derivatives
The derivative assets and liabilities held by the Company are presented below.
(a) Valuation of derivatives
All derivative instruments held by the Company comprise contracts for difference (CFDs) and are classified as financial assets and liabilities at fair value through profit or loss. CFDs are initially recognised at fair value on the date the contract is entered into and are subsequently re - measured to fair value at each reporting date, with gains and losses recognised in the statement of comprehensive income. The fair value of CFDs at the year end represents the net unrealised gain or loss on open positions, being the difference between the contract value and the market value at the balance sheet date.
2026 2025
Fair Fair Fair Fair
value value value value
current current Gross current current Gross
assets liabilities exposure assets liabilities exposure
£'000 £'000 £'000 £'000 £'000 £'000
Contracts for 39 (193) 11,128 - - -
difference
39 (193) 11,128 - - -
(b) Movements in derivatives
The movements in the fair value of derivative instruments during the year comprise realised gains and losses on positions closed during the year and unrealised movements in fair value on open positions at the year end. The total of these movements reconciles to the net losses on derivatives in the statement of comprehensive income.
2026 2025
Contracts Contracts
for difference for difference
£'000 £'000
Movements in year:
Closed contracts - realised losses (180) -
Closed contracts - Decrease in fair value (154) -
Losses on derivatives in the year (334) -
CFD transaction costs on positions opened and closed during the year amounted to £3,000 (2025: £nil).
11. Other receivables
Other receivables are amounts which are due to the Company, such as monies due from brokers for investments sold and income which has been earned (accrued) but not yet received.
2026 2025
£'000 £'000
Amounts due from brokers 135 2,404
Prepayments and accrued income 553 435
688 2,839
12. Other payables
Other payables are amounts which must be paid by the Company, and include any amounts due to brokers for the purchase of investments, interest in respect of the bank facility or amounts owed to suppliers (accruals), such as the Manager and auditor.
The bank facility provided a specific amount of capital, up to £20 million, over a specified period of time (two years). Unlike a term loan, the revolving nature of the bank facility allowed the Company to drawdown, repay and re-draw loans.
2026 2025
£'000 £'000
Bank facility* - 12,350
Accruals 322 237
322 12,587
*The bank facility was fully re-paid with effect
13. Share capital
Share capital represents the total number of shares in issue, including shares held in treasury.
(a) Allotted, called-up and fully paid
2026 2025
Number £'000 Number £'000
Allotted,
called-up and
fully paid
Ordinary shares 29,766,693 5,953 30,373,362 6,075
of 20p each
Treasury shares 20,059,743 4,012 19,453,074 3,890
of 20p each
49,826,436 9,965 49,826,436 9,965
(b) Share
movements
2026 2025
Ordinary shares Treasury Ordinary Treasury shares
shares shares
Number of shares
of 20p each at 30,373,362 19,453,074 33,826,929 19,382,155
start of year
Special dividend - - (3,382,648) -
paid
Shares bought
back and held in (606,669) 606,669 (70,919) 70,919
treasury
Carried forward 29,766,693 20,059,743 30,373,362 19,453,074
During the year to
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 share premium arises whenever shares are issued at a price above the nominal value plus any issue costs. The capital redemption reserve maintains the equity share capital and arises from the nominal value of shares repurchased and cancelled. The share premium and capital redemption reserve are non-distributable.
Capital investment gains and losses are shown in note 9, and form part of the capital reserve. The revenue reserve shows the net revenue retained after payment of dividends. The capital (to the extent that it constitutes realised profits) and revenue reserves are distributable by way of dividend. In addition, the capital reserve is also distributable by way of share buy backs.
15. Net asset value per ordinary share
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.
The net asset value per share and the net asset values attributable at the year end were as follows:
Net asset value Net assets
per ordinary share attributable
2026 2025 2026 2025
Pence Pence £'000 £'000
Ordinary shares 434.66 449.88 129,385 136,644
Net asset value per ordinary share is based on net assets at the year end and on 29,766,693 (2025: 30,373,362) ordinary shares, being the number of ordinary shares in issue (excluding treasury) at the year end.
16. Risk management, financial assets and liabilities
Financial instruments comprise the Company's investment portfolio as well as any cash, borrowings, other receivables and other payables.
Financial instruments
The Company's financial instruments comprise equity shares and derivative financial instruments which comprise long contracts for difference (CFDs) (as shown on pages 11 and 12), cash, other receivables and other payables that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. 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.
Risk management policies and procedures
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 Directors' report.
As an investment trust the Company invests in equities and other investments for the long-term, so as to meet its investment policy (incorporating the Company's investment objective). 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. Those related to financial instruments include market risk, liquidity risk and credit risk.
The main risk that the Company faces arising from its financial instruments is market risk - this risk is reviewed in detail below. Since the Company invests mainly in
Credit and counterparty risk
Credit risk encompasses the failure by counterparties to deliver securities which the Company has paid for, or to pay for securities which the Company has delivered, and cash balances. Counterparty risk is minimised by using only approved counterparties. The Company's ability to operate in the short-term may be adversely affected if the Company's custodian suffers insolvency or other financial difficulties. The appointment of a depositary has substantially lessened this risk. The Board reviews the custodian's annual controls report and the Manager's management of the relationship with the custodian. This was
The Company uses one counterparty for derivative transactions. The Company may enter into transactions in over-the-counter (`OTC') markets that expose it to the credit of its counterparties and their ability to satisfy the terms of such contracts. Where the Company enters into derivative contracts, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of bankruptcy or insolvency of a counterparty, the Company could experience delays in liquidating the position and may incur significant losses. There may be a risk that a counterparty will be unable to meet its obligations with regard to the return of the collateral and may not meet other payments due to the Company. To minimise such risk, the Investment Manager will assess the creditworthiness of any counterparty that it engages. On a daily basis, the Investment Manager assesses the level of assets with each counterparty to ensure that the exposure is within the defined limits.
The derivatives are disclosed in the Portfolio of Investments and
Counterparty exposure
At the balance sheet date, the Company held only contracts for difference as derivatives instruments.
Details of the individual contracts are disclosed separately in the Portfolio of Investments and the total position by counterparty and the collateral pledged, at the year end, were as follows:
Contracts Total net Net collateral
for difference exposure held/(pledged)
2026 £'000 £'000 £'000
J.P. Morgan Securities Plc 11,128 (154) -
At
Market risk
The fair value or future cash flows of a financial instrument may fluctuate because of changes in market prices. This market risk comprises three elements - currency risk, interest rate risk and other price risk. 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. The Company may utilise hedging instruments to manage market risk. Gearing is used to enhance returns, however, this will also increase the Company's exposure to market risk and volatility.
1. Currency risk
The exposure to currency risk is considered minor as the Company's financial instruments are mainly denominated in Sterling. At the current and preceding year end, the Company held no foreign currency investments or cash, although a small amount of dividend income was received in foreign currency.
During this and the previous year, the Company did not use forward currency contracts to mitigate currency risk.
2. Interest rate risk
Interest rate movements will affect the level of income receivable on cash deposits and the 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 Custodians,
The Company did not have any uncommitted bank facility in place at the year end (2025: the Company had an uncommitted bank facility up to a maximum of 30% of the net asset value of the Company or £20 million, whichever was the lower; the interest rate was charged at a margin over the
Interest rate exposure
The Company has no financial assets or liabilities carrying fixed rates of interest. The exposure of financial assets and liabilities to floating interest rates, giving cash flow interest rate risk when rates are reset, is shown below.
2026 2025
£'000 £'000
Exposure to floating interest rates:
Cash at bank 100 52
Northern Trust Global Funds plc - Sterling 397 -
Invesco Liquidity Funds plc - Sterling - 2,420
Bank facililty - (12,350)
Derivative financial instruments - long CFDs (exposure less (11,282) -
fair value)
(10,785) (9,878)
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1% (2025: 1%) increase or decrease in interest rates in regards to the Company's monetary financial assets and financial liabilities. This level of change is considered to be a reasonable illustration based on observation of current market conditions and in light of interest rate increases or decreases during the year. The sensitivity analysis is based on the Company's monetary financial instruments held at the balance sheet date with all other variables held constant.
2026 2025
1% increase 1% decrease 1% increase 1% decrease
Statement of comprehensive
income
- return after taxation
Revenue return 5 (5) 6 (6)
Capital return (113) 113 (105) 105
Total return after taxation (108) 108 (99) 99
for the year
Net assets (108) 108 (99) 99
3. Other price risk
Other price risks (i.e. the risk of changes in market prices, other than those arising from interest rates or currency) may affect the value of the investments.
Other price risk exposure
The Company's total exposure to changes in market prices at 31 January comprises its holdings in equity investments and exposure to CFDs as follows:
2026 2025
£'000 £'000
Investments held at fair value through profit or loss 128,586 143,920
Exposure to derivative instruments - Long CFDs 11,129 -
Total 139,715 143,920
The above data is broadly representative of the exposure to other price risk during the current and comparative year.
Management of other price risk
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 correlated with the Company's benchmark or the markets in which the Company invests. Therefore, the value of the portfolio will not move in line with the market but will move as a result of the performance of the company shares within the portfolio.
If the value of the portfolio fell by 10% at the balance sheet date, the loss after tax for the year would increase by £14 million (2025: loss after tax for the year would increase by £14 million). Conversely, if the value of the portfolio rose by 10%, the loss after tax would decrease (2025: loss after tax would decrease) by the same amount.
Concentration of exposure to market price risk
There is a concentration of exposure to the
Fair values of financial assets and financial liabilities
The financial assets and financial liabilities are either carried in the balance sheet at their fair value (investments), or the balance sheet amount is a reasonable approximation of fair value (due from brokers, dividends receivable, accrued income, due to brokers, accruals, cash at bank and borrowings).
The fair value of quoted investments is determined using unadjusted quoted prices in active markets at the reporting date, where available.
For financial instruments where quoted market prices are not directly available, fair value is determined using observable market inputs, including prices from recent transactions, broker quotes, or valuation techniques that maximise the use of observable data and minimise the use of unobservable inputs.
Fair value hierarchy disclosures
The Company's financial instruments within the scope of IFRS 13 that are held at fair value comprise its investment portfolio and derivative financial instruments:
Level 1 - The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.
Level 3 - Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset/liability.
2026 2025
Assets Liabilities Assets Liabilities
£'000 £'000 £'000 £'000
Level 1 128,586 - 143,920 -
Level 2* 39 (193) - -
128,625 (193) 143,920 -
*Consists of the fair value of derivative financial instruments (long CFDs), calculated as the difference between the initial contract price of the CFD and the market value of the underlying investment, and is presented as derivative financial assets or derivative financial liabilities in the Balance Sheet.
17. Maturity analysis of contractual liability cash flows
The contractual liabilities of the Company are shown in note 12 and comprise amounts due to brokers and accruals. All contractual liabilities are settled in accordance with their contractual terms. Amounts due to brokers are generally payable on the purchase date of the investment plus two business days. Accruals are generally payable within three months. The Company did not have any bank facility in place at the year end (2025: the Company had an uncommitted bank facility which was repayable on demand).
18. Capital management
The Company's capital, or equity, is represented by its net assets which are managed to achieve the Company's investment objective set out on page 15.
The main risks to the Company's investments are shown in the Strategic Report under the `Principal risks and uncertainties' section on pages 17 to 19. 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 determines dividend payments and has taken the powers, which it is seeking to renew, to buy-back shares, either for cancellation or to be held in treasury, and to issue new shares or sell shares held in treasury.
The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by s1158 Corporation Tax Act 2010 and by the Companies Act 2006, respectively, and with respect to the availability of the bank facility (formerly bank overdraft facility) and by the terms imposed by the lender. The Board regularly monitors, and has complied with, the externally imposed capital requirements. This is unchanged from the prior year.
Total equity at
19. Contingencies, guarantees and financial commitments
Liabilities the Company is committed to honour but which are dependent on a future circumstance or event 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 manager
A related party is a company or individual who has direct or indirect control or who has significant influence over the Company.
Under
The Directors' remuneration and interests have been disclosed on page 37 with additional disclosure in note 4. No other related parties have been identified.
The management fee payable to the Manager for the year was £488,000 split between
Details of the Manager's services and fees are disclosed in the Directors' report on page 28 and in note 3.
21. Post balance sheet events
As at 24 April, the Company's share price has decreased from 386.00p at
2026 Financial Information
The figures and financial information for the year ended
2025 Financial Information
The figures and financial information for the year ended
Annual Financial Report
The audited 2026 annual financial report will be available to shareholders, and will be delivered to the Registrar of Companies, shortly.
Copies may be obtained during normal business hours from
A copy of the annual financial report will be submitted shortly to the National Storage Mechanism (" NSM ") and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Shareholder Information (Unaudited)
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 (`AGM') of
Ordinary Business
1.
To receive and consider the Annual Financial Report for the year ended
2. To approve the Directors' Remuneration Policy.
3.
To approve the Annual Statement and Report on Remuneration for the year ended
4.
To approve the final dividend of 3.89p for the year ended
5.
To re-elect
6.
To re-elect
7.
To re-elect
8.
To re-appoint the auditor,
9. To authorise the Audit Committee to determine the auditor's remuneration.
Special Business
To consider and, if thought fit, to pass the following resolutions of which resolution 10 will be proposed as an ordinary resolution and resolutions 11 to 13 as special resolutions:
Authority to Allot Shares
10. That:
the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 as amended from time to time prior to the date of the passing of this resolution (the `Act') 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 £589,380, this being 10% of the Company's issued ordinary share capital (excluding Treasury Shares) as at
Disapplication of Pre-emption Rights
11. That:
the Directors be and are hereby empowered, in accordance with Sections 570 and 573 of the Act 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 resolution 10 set out above 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 or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise);
(b)
to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £589,380, this being 10% of the Company's issued ordinary share capital (excluding Treasury Shares) as at 24
(c) to the allotment of equity securities at a price not less than the net asset value per share (as determined by the Directors), and this power shall expire at the conclusion of the next AGM 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, but so that this power shall allow the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after such expiry as if the power conferred by this resolution had not expired; and so that words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.
Authority to Make Market Purchases of Shares
12. That:
the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of its issued ordinary shares of 20p each in the capital of the Company (`Shares').
PROVIDED ALWAYS THAT:
(a)
the maximum number of Shares hereby authorised to be purchased shall be 14.99% of the Company's issued ordinary shares (excluding Treasury Shares), this being 4,417,402 as at 24
(b) the minimum price which may be paid for a Share shall be 20p;
(c)
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
(d) 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);
(e) the authority hereby conferred shall expire at the conclusion of the next AGM 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;
(f) 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
(g)
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
13. THAT
the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 clear days.
Dated this
By order of the Board
Corporate Company Secretary
Notes:
1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote in his stead. Where more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to a different share or shares. A proxy need not be a member of the Company. However, if you appoint the Chairman of the AGM as your proxy, this will ensure that your votes are cast in accordance with your wishes. If any other person is appointed as your proxy, they may not be able to attend the meeting to vote on your behalf. In order to be valid an appointment of proxy must be returned by one of the following methods:
· via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/ (see note 4); or
· via Proxymity (see note 5); or
·
in hard copy form by post, by courier or by hand to the Company's registrars, MUFG Corporate Markets, PXS
1,
· in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below
and in each case to be received by the Company not less than 48 hours before the time of the meeting. Shareholders wishing to appoint a proxy should therefore appoint the Chairman of the AGM.
2.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a
`CREST Proxy Instruction') must be properly authenticated in accordance with
3. A form of appointment of proxy is enclosed. Appointment of a proxy (whether by completion of a form of appointment of proxy, or other instrument appointing a proxy or any CREST Proxy Instruction or appointing a proxy via Proxymity) does not prevent a member from attending and voting at this meeting.
To be effective, the form of appointment of proxy, duly completed and executed, together with any power of attorney or other authority under which it is signed (or
a
notarially certified copy thereof) must be lodged at the office of the Company's registrars, MUFG Corporate Markets (formerly known as
4.
Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the
Your vote must be lodged by 12.00 noon on
5. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please visit www.proxymity.io. Your proxy must be lodged by no later than 48 hours before the time of the Annual General Meeting in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting.
Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
6. Unless otherwise indicated on the Form of Proxy, CREST voting, Proxymity or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
7. If you hold your shares through a platform or nominees, you will need to contact them and ask them to appoint you as a proxy in respect of your shares in order to attend, speak and vote at the AGM.
8.
A person entered on the Register of Members at close of business on
9. The Terms of Reference of the Audit Committee, the Management Engagement Committee, the Marketing Committee and the Nomination Committee and the Letters of Appointment for Directors will be available for inspection by request to the Company Secretary.
10. A copy of the Articles of Association are available for inspection by request to the Company Secretary.
11. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a `Nominated Person') may have a right, under an agreement between him/her and the shareholder by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the shareholder as to the exercise of voting rights.
The statement of the above rights of the shareholders in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by shareholders of the Company.
12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
13. Any member attending the AGM, should this be permitted by government restrictions at the time, has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
14. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in this Notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
15.
As at
16. A copy of this notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.artemisfunds.com/futureleaders
17. Shareholders should note that it is possible that, pursuant to requests made by members of the Company under Section 527 of the Companies Act 2006 (the `Act'), the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act (in each case) that the members propose to raise at the relevant AGM. The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
18.
The following documents may be inspected at the registered office of the Company during business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) from the date of this Notice of AGM to the date of the AGM and will be available for inspection at the AGM, if appropriate, from
· copies of the letters of appointment of the Non-Executive Directors; and
· the Current Articles.
The Current Articles are available to view on the Company's website
https://www.artemisfunds.com/futureleaders.
