TIDMINV
RNS Number : 7181O
Investment Company PLC
04 October 2023
THE INVESTMENT COMPANY PLC
Annual Results Announcement for the year ended 30 June 2023
LEI: 2138004PBWN5WM2XST62
SUMMARY OF RESULTS
At 30 June 2023 At 30 June 2022 Change %
---------------------------- --------------- --------------- --------
Equity Shareholders' funds
(GBP) 16,270,804 16,048,191 1.39
Number of ordinary shares
in issue 4,772,049 4,772,049 -
Net asset value ("NAV") per
ordinary share 340.96p 336.30p 1.39
Ordinary share price (mid) 340.00p 294.00p 15.65
Discount to NAV 0.28% 12.58% 12.30
---------------------------- --------------- --------------- --------
At 30 June 2023 At 30 June 2022
---------------------------- --------------- --------------- --------
Total return per ordinary
share* 15.49p (5.21)p
Dividends paid per ordinary - -
share
---------------------------- --------------- --------------- --------
* The total return per ordinary share is based on total income
after taxation as detailed in the Consolidated Income Statement and
in note 6.
CHAIRMAN'S STATEMENT
For the year ended 30 June 2023 the Company was self-managed and
the trust's objective until July 2023 was primarily to protect the
purchasing power of capital. The details of that historic
investment policy are set out below for reference purposes. Over
its history, the Company has undergone a number of changes of
investment policy and operational structure to most appropriately
reflect the interests of its Shareholders, with the most recent
change in November 2020.
Whilst the Board was satisfied with the Company's performance
since 2020, it has been mindful for some time of the size of the
Company, together with the illiquid nature of the ordinary shares,
and the impact of these factors on the discount to NAV at which the
ordinary shares trade. This discount persisted despite the strong
NAV performance. Accordingly, the Board announced in February 2023
that it was actively considering credible opportunities to grow the
size and increase the liquidity of the Company, while also
providing an immediate complete liquidity option for all
Shareholders who wished to realise their shareholding.
This process culminated in a number of proposals being put to
Shareholders and these were approved at a General Meeting held on
26 June 2023, with over 99.99% of votes cast in favour of the
proposals. In July 2023 a tender offer was carried out to allow
those Shareholders who wished to realise their shareholding to exit
and Chelverton Asset Management ("Chelverton") were appointed as
the Company's Investment Manager to oversee all aspects of the
management of the Company's assets, with a new investment
policy.
The Company's new investment objective is to maximise capital
growth for Shareholders over the long term by investing in high
quality quoted UK small and mid-cap companies. Details of this
objective and the consequent investment policies are elaborated in
detail elsewhere in the Report and Accounts.
Following the change of investment policy, it is expected the
majority, if not all, of the Company's return will be derived from
capital appreciation and any dividend will be modest in the context
of total long-term returns. The Board is not proposing a dividend
is paid for the year ended 30 June 2023 given the opportunity
provided to Shareholders, for those who wished to, to realise their
holding in the Company post the year end.
Performance in the year to 30 June 2023
During the twelve months the net asset value ("NAV") increased
by 1.39% to 340.96p and the share price increased by 15.65% to
340.00p. At the year-end the Company was in transition following
the general meeting held on 26 June 2023 and 36.7% of net assets
were invested in 11 different businesses, a further 15.9% invested
in gold bullion held through two ETFs, and 47.4% was in cash net of
other liabilities, together with a small number of other legacy
assets. The holdings as at 30 June 2023 are set out below. As part
of the process of changing to an investment manager the portfolio
was substantially converted into cash in July 2023 and has
subsequently been invested in a number of small and mid-cap
companies in line with the new investment policy.
Income and expenses
Total expenses, including those that fell to be accounted for
directly through reserves, included considerable one-off costs in
relation to the proposals put to Shareholders at the General
Meeting on 26 June 2023. The proposals were structured in a manner
which apportioned these costs fairly across both new incoming
Shareholders and those who redeemed their shares pursuant to those
proposals.
Board
As mentioned in my statement last year, Tom Cleverly stood down
as a Director at the Company's Annual General Meeting in October
2022. Subsequent to the reorganisation of the shares and the
appointment of Chelverton Asset Management as Investment Manager to
the Company on 26 July 2023, Michael Weeks stood down from the
Board. The Board wishes to record their deep appreciation of both
Tom and Michael's significant contribution to the Company since
their appointment
in November 2020 and wishes them both well in their future
endeavours.
On 26 July 2023, we were delighted to welcome David Horner to
the Board. His deep knowledge and experience will be highly
accretive as we serve to increase the value of the Company.
Outlook
Whilst we start the Company's next chapter still as a modest
sized investment trust, the Company's assets are now being managed
by an award-winning asset manager in Chelverton, with a strong
track record of creating value for investors, whilst increasing the
Company's' size. I look forward to working with the Chelverton team
as we look to maximise capital growth over the long term by
investing in high quality small and mid-cap companies.
I. R. Dighé
Chairman
4 October 2023
Investment Manager's Report
With the new Manager in place, the Company's new investment
strategy is to generate long-term capital growth for its
Shareholders by investing in a portfolio of small and mid-cap UK
listed growth stocks, capturing the well-publicised small cap
outperformance effect. The characteristics the new Manager looks
for in their investments are companies that can grow faster than
the market through the economic cycle, that self-fund their organic
growth because they are cash generative and have high levels of
revenue visibility.
The Manager has a 3-stage investment process. Firstly, deploying
a quantitative screen to identify growing companies which generate
cash, have low working capital intensity and have a sensible
balance sheet. Secondly, reviewing screened companies to better
understand the business model, predictability of sales, quality of
management and sustainability of margins. Finally, once an
investment universe is formed from stages 1 and 2, the Managers
review a company's valuation (against their growth rate, margin and
sales visibility) to decide whether to include it in the
portfolio.
The basic premise of the investment strategy is that if a
company can grow faster than the rest of the market and fund its
own growth through its own cashflow, then over time it should
outperform the wider market. Chelverton has successfully deployed
this approach in its open-ended Growth fund since it launched in
2014.
With small and mid-caps underperforming their large cap peers in
the last 12-18 months, and UK equities trading at historic lows vs
their global peers, the Manager believes this is an excellent time,
as we near the point of maximum pain at the top of the interest
rate cycle, to be deploying your capital in a portfolio of
attractive small and mid-cap growth stocks on relatively low
valuations to generate long-term capital growth for our
Shareholders.
With the legacy portfolio largely realised, the Manager has
started to invest in some of its favourite mid and small cap
shares, which manifest the characteristics referred to above. The
initial focus has been on the more liquid mid cap names, which the
Manager feels are currently under-rated, with the intention being
to build up the smaller cap weighting over time as opportunities
present themselves at the right valuation.
Examples of new mid cap investments by the Company include:
1. Auction Technology Group ("ATG") - a leading provider of
online bidding services to auctioneers in the Art and Antiques and
Industrial and Commercial products segments in the USA and UK. An
exceptionally high margin business, ATG is benefitting from the
trend of more bidding at auctions moving online, with auctioneers
benefitting from much wider audiences that can be brought to them
by accessing ATG's customer list. This growth is being supplemented
by a move into adjacent services for auctioneers and their
customers such as payments and delivery, significantly increasing
the value ATG can drive from its customer base of nearly 4,000
auctioneers.
2. Ascential - a media group, which owns an attractive group of
high margin assets with excellent revenue visibility including: (i)
two major trade shows, Cannes Lion, the leading global event for
the marketing and advertising industry, and Money2020, a leading
FinTech show held annually in the USA and Europe, (ii) WGSN, the
leading subscription data provider for the fashion and beauty
industry, and finally (iii) a collection of digital commerce
businesses, which advise brands on how to position themselves on
online retail platforms. Management have initiated a de-merger
process, which the Manager feels should realise meaningful upside
above its current undemanding valuation.
3. Globaldata - another media business, which provides what it
regards as "gold standard" online data and analytics across a wide
range of industry sectors from a single platform. An annual
subscription business with high renewal rates gives Globaldata
excellent cashflow and revenue visibility characteristics. Already
a high margin business, Globaldata is highly operationally
leveraged off a relatively fixed cost based and should continue to
see margins expand as it adds more customers to its 5,000
subscriber base.
At the smaller cap end of the market, the Manager has, amongst
others, added the following names:
1. Aquis Exchange - provides an equity trading exchange across
most European equity markets in competition with the national
exchanges and competitors like Turquoise. It has a disruptive "all
you can eat" subscription pricing model, which makes its offering
very competitive relative to its competition. It also sells its
exchange software technology to non-competing exchanges in other
geographies and across other asset classes. It has also acquired
its own stock exchange - The Aquis Stock Exchange - for growth
companies. In the Manager's view Aquis has multiple opportunities
for growth across its trading platform, proprietary data and
technology base.
2. Severfield - the UK's leading structural steel manufacturer
(used in commercial buildings, infrastructure projects and leisure
facilities like stadia) has an impeccable track record under its
current management team. In the Manager's view it is very lowly
rated especially given the growth potential offered by its joint
venture with a local steel producer in the large Indian
construction market, which is just starting to shift from concrete
frames to steel structures.
3. Ebiquity - audits the effectiveness of advertisers' campaigns
for many of the leading global brands. New management have been
productising and automating many of the company's data driven
solutions to improve both its own operational and customers'
marketing efficiency. In the Manager's view the low rating
currently accorded to this business does not give credit to its
market position with many of the world's leading global brands nor
to its profitability and growth prospects.
4. Restore - the second largest records storage business in the
UK, enjoying high levels of recurring revenues, has recently seen
its share price slump on the back of profit warnings relating to
some of its ancillary revenues, namely shredding, on the back of
weaker paper recycling prices, and IT asset destruction, as
companies are holding on to their IT hardware assets for longer as
the economy slows. The subsequent de-rating in the Manager's view
materially undervalues the strength of the underlying records
management business.
Whilst the list above is not exhaustive, the examples given are
designed to give Shareholders an idea of the type of businesses the
Manager is investing in. Many of the companies are market leaders
in their own space and are generally high margin, have low capital
intensity and above average prospects. Due to the current economic
backdrop and interest rate environment, they are trading on
depressed valuations, the like of which the Manager has not seen
for several years, so representing in the Manager's view an
excellent time to build a portfolio to generate long-term capital
growth for Shareholders.
Chelverton Asset Management
4 October 2023
Portfolio and Assets
At 30 June 2023
Fair
value % of
Security Country Holding GBP total
net assets
------------------------------- --------------- --------- ---------- ------------
Hal Trust Netherlands 13,024 1,309,776 8.0
Imperial Oil Canada 20,000 805,803 5.0
Lucas Bols Netherlands 65,000 582,847 3.6
Emmi Switzerland 700 531,123 3.3
Agnico Eagle Mines Canada 13,000 511,043 3.1
Barrick Gold Canada 35,000 466,060 2.9
Cembre Italy 16,000 420,112 2.6
Bucher Industries Switzerland 1,200 416,740 2.6
Tonnellerie François
Frères Group France 10,003 351,916 2.1
Nedap Netherlands 6,904 344,786 2.1
Bakkafrost Faroe Islands 5,000 235,701 1.4
Total equity participations 5,975,907 36.7
---------- ------------
Invesco Physical Gold ETC UK 10,000 1,455,953 8.9
WisdomTree Physical Gold ETC UK 8,000 1,132,610 7.0
Total gold 2,588,563 15.9
---------- ------------
Cash 8,282,426 50.9
Other liabilities net of other
assets (576,092) (3.5)
---------- ------------
Total cash less other net
current liabilities 7,706,334 47.4
---------- ------------
Total net assets 16,270,804 100.0
---------- ------------
CORPORATE SUMMARY
The Company's purpose, values, strategy and culture
The Investment Company plc (the Company) is an investment trust
company that has a premium listing on the London Stock Exchange,
its principal activity is portfolio investment. The Company's
wholly owned subsidiaries are Abport Limited, an investment dealing
company and New Centurion Trust Limited, an inactive investment
company (together the "Group").
The Company consists of the Board and its Shareholders and has
no employees or customers in the traditional sense. The culture of
the Company is embodied in the Board of Directors whose values are
trust and fairness.
Investment Objective
At the Annual General Meeting on 4 November 2020, Shareholders
voted to amend the Company's Investment Objective and Policy to
that shown below.
The Company's investment objective during the year was to
protect the purchasing power of its capital in real terms, and to
participate in enduring economic activities which lend themselves
to genuine capital accumulation and wealth creation.
At a General Meeting held on 26 June 2023, the members voted to
amend the Investment Objective to: maximise capital growth for
Shareholders over the long-term by investing in high-quality,
quoted, UK small and mid-cap companies.
Investment Policy
The Company's investment policy to 26 June 2023 was that the
Company would seek to acquire and hold, with no predetermined
investment time horizon, a collection of assets which, in the
Directors' judgement, are well-suited to the avoidance of a
permanent loss of capital. These assets will be comprised of
minority participations in the equity, debt or convertible
securities of quoted businesses which the Directors believe are led
by responsible and like-minded managers and suitable for the
long-term compounding of earnings. In addition, to protect its
capital as well as to maintain liquidity for future investments,
the Company will keep reserves in (a) liquid debt instruments such
as cash in banks or securities issued by governments and/or (b)
liquid, non-debt, tangible assets such as gold bullion, whether
held indirectly or in physical form.
The Company has no predetermined maximum or minimum levels of
exposure to asset classes, currencies or geographies, and has the
ability to invest globally. These exposures will be monitored by
the Board in order to ensure an adequate spreading of risks. No
holding in an individual company or debt instrument will represent
more than 15% by value of the Company's total assets at the time of
acquisition (such restriction does not, however, apply to gold
bullion or cash balances). The Company's holdings of gold bullion
may be as high as 35% of total assets at the time of
investment.
Given the Company's investment objective, asset mix and time
horizon, the portfolio will not seek to track any benchmark or
index. The Company will not invest more than 10% of its total
assets in other listed closed-ended investment funds. The Company
will not use derivative instruments for speculative purposes, nor
will it use currency hedges to manage returns in any currency.
The Company's gearing will not exceed 20% of net assets at the
time of drawdown.
With effect from 26 June 2023, the Company's investment policy
will be as follows: The Company intends to fulfil its investment
objective through investing in cash-generative quoted UK small and
mid-cap companies that are expected to grow faster than the UK
stock market as a whole over the long term and which can finance
their own organic growth. The Company will primarily invest in
equity securities of companies with shares admitted to listing on
the Main Market, the AQSE or to trading on AIM with a market
capitalisation of less than GBP250 million at the time of
investment. The Company may also invest in companies with shares
admitted to listing on the Main Market, the AQSE or to trading on
AIM with a market capitalisation of GBP250 million or more at the
time of investment for liquidity purposes. The Company will
identify prospective companies through a formal quantitative and
qualitative screening process which focuses on criteria such as the
ability to convert a high proportion of profit into cash,
sustainable margins, limited working capital intensity and a strong
management team. Companies that successfully pass the screening
process will form part of the Company's 'investable universe' of
prospective companies.
The Company has not set any limits on sector weightings within
the portfolio but its exposures to sectors and stocks will be
reported to, and monitored by, the Board in order to ensure that
adequate diversification is achieved. The Company will maintain a
diversified portfolio of a minimum of 60 holdings in UK small and
mid-cap companies.
The Company may also invest in cash, cash equivalents, near cash
instruments and money market instruments.
The Company will apply the following restrictions on its
investments:
-- not more than 10% of the Company's Gross Assets at the time
of investment will be invested in the securities of a single
issuer;
-- no investment will be made in companies that are not listed
or traded on the Main Market, the AQSE or AIM at the time of
investment, nor in any companies which have not applied for their
shares to be admitted to listing or trading on these markets;
-- no investment will be made in other listed or unlisted
closed-ended investment funds or in any open-ended investment
funds; and
-- the Company will not invest directly in FTSE 100 companies
(preference shares, loan stocks or notes, convertible securities or
fixed interest securities or any similar securities convertible
into shares), nor will it invest in the securities of other
investment trusts or in unquoted companies. The Company may, on
some occasions, hold such investments as a result of corporate
actions by investee companies. If the Company holds shares in a
company which enters the FTSE 100, it may not immediately divest of
those shares but will do so when it considers appropriate, subject
to market conditions.
The Company may hold assets acquired by the Company prior to the
adoption of its investment policy for which there is no market and
whose value the Company has written down to zero. The Company shall
dispose of such assets as soon as is reasonably practicable.
No material change will be made to the investment policy without
the approval of Shareholders by ordinary resolution.
Principal Risks and Uncertainties
The management of the business and the execution of the
Company's strategy are subject to a number of risks. A robust
assessment of the principal risks to the Group and Company has been
carried out, including those that would threaten its business
model, future performance, solvency and liquidity.
The current economic environment including the level of
inflation, rising interest rates and the conflict in Ukraine
continue to have an effect on both global and domestic economies.
These events are all being closely monitored by the Board as is the
potential impact on the Company.
The Group's principal risks are set out below. An explanation of
how these have been mitigated or managed is also provided, where
appropriate.
The key business risks affecting the Group are:
Risk Mitigation
Business risk The profitability, market The Company looks to
positioning and outlook invest in businesses
for companies in which that can demonstrate
the Company is invested resilient characteristics
may decline or fail and a shared philosophy
to make expected progress. around long term creation
This may be because of value.
of internal factors
at the investee company
or external factors
such as competitive
pressures, economic
downturns or political
events.
-------------------------------- -----------------------------
Concentration risk The Company has too Under the new investment
much exposure to one policy, from 26 July
stock of sector. 2023 investments in any
one company shall not
exceed 10% of the Company's
gross assets at the time
of acquisition.
-------------------------------- -----------------------------
Monetary risk The widespread implications The Company looks to
of quantitative easing own a portfolio of assets
and other monetary policies, that possess an enduring
which include mounting real value whether from
inflationary pressure, the value of the underlying
pose a risk to the real assets in an investment,
value of the Company's or in the investee's
assets. ability to create an
enduring profit stream.
-------------------------------- -----------------------------
Operational risk The Company is reliant The Board formally reviews
on service providers the Company's service
including, ISCA Administration providers on an annual
Services Limited as basis.
Administrator and Company
Secretary, and Fiske
plc as Custodian. Failure
of the internal control
systems of these parties
could result in losses
to the Company.
-------------------------------- -----------------------------
There are other risks that are becoming more prominent but are
not yet considered key risks.
Global conflict
The continuing war between Russia and Ukraine has had a
significant impact, inter alia, on inflation and, in conjunction
with affairs in China, an impact on supply chains and
globalisation. Investee companies will vary as to the impact on
them and their ability to adapt.
Inflationary pressure
Inflation has escalated sharply in the last 12 months and the
Bank of England has raised interest rates on several occasions in
an attempt to reduce the level of inflation. Not all investee
companies are well-placed to pass on cost pressures to their
customers. In addition, for the Company, it is expected that
operating costs will rise more than dividend income.
In addition, there are other risks that may materially impact
the Company; however the likelihood thereof is considered
small.
Foreign currency risk
Under the investment policy in operation during the year the
Company was invested in stocks in overseas markets dominated in
foreign currencies thus increasing the foreign currency risk.
However, as discussed under Post Balance Sheet Events in Note 19,
the policy approved at the General Meeting on 26 June 2023 means
that, going forward, the Company will only invest in UK stocks.
Regulatory risk
The Company operates in an evolving regulatory environment and
faces a number of regulatory risks. A breach of sections 1158/1159
of the Corporation Tax Act 2010 would result in the Company being
subject to capital gains tax on portfolio investments. Breaches of
other regulations, including the Companies Act 2006, the United
Kingdom Listing Authority ("UKLA") Listing Rules, the UKLA
Disclosure Guidance and Transparency Rules, or the Alternative
Investment Fund Managers' Directive, could lead to a detrimental
outcome. Breaches of controls by service providers to the Company
could also lead to reputational damage or loss. The Board monitors
compliance with regulations, with reports from the
Administrator.
Discount volatility
The Company's shares may trade at a price which represents a
discount to its underlying NAV.
Market price risk
The Board monitors the prices of financial instruments held by
the Company on a regular basis. In addition, it is the Board's
policy to hold an appropriate spread of investments in the
portfolio in order to reduce risks arising from investment
decisions and investment valuations. The Board actively monitors
market prices throughout the year and meets regularly in order to
review investment strategy. Most of the equity investments held by
the Company are listed on a recognised Stock Exchange.
Liquidity risk
The Company's assets mainly comprise readily realisable quoted
securities that can be sold to meet funding commitments if
necessary.
Credit risk
The failure of a counterparty to a transaction to discharge its
obligations under that transaction that could result in the Company
suffering a loss. Normal delivery versus payment practice and
review of counterparties and custodians by the Board mean that this
is not a significant risk.
Interest rate risk
Given the changes in the portfolio in November 2020 this is not
considered a significant risk other than through its effect on
investee companies.
Performance
Details of the Company's performance during the financial year
are provided in the Chairman's Statement and in the financial
statements below
.
Key Performance Indicators ("KPIs")
The Board reviews performance by reference to a number of KPIs
and considers that the most relevant KPIs are those that
communicate the financial performance and strength of the Group as
a whole. The Board and Investment Manager monitor the following
KPIs:
- NAV performance
The NAV per ordinary share at 30 June 2023 was 340.96p per share
(2022: 336.30p). The total return of the NAV was 1.39% (2022:
-1.43)%.
- Discount of share price in relation to NAV
Over the year to 30 June 2023, the Company's share price moved
from trading at a discount of 12.58% to a discount of 0.28%.
- Ongoing Charges Ratio
The Ongoing Charges Ratio for the year to 30 June 2023 amounted
to 2.39% (2022: 2.17%).
Going Concern
In accordance with the Financial Reporting Council's guidance on
going concern, the Directors have undertaken a review of the
Company's ability to continue as a going concern.
The Directors believe that the Company is well placed to manage
its business risks and that the assets of the Company consist
mainly of securities which are readily realisable. The Directors
are of the opinion that the Group has adequate resources to
continue in operational existence for the foreseeable future and
that it is therefore appropriate to adopt the going concern basis
in preparing the financial statements. In arriving at this
conclusion, the Directors have considered the liquidity of the
portfolio and reviewed cash flow forecasts showing the ability of
the Company to meet obligations as they fall due for a period of at
least 12 months from the date that these financial statements were
approved.
In addition, the Directors have regard to ongoing investor
interest in the sustainability of the Company's business model and
in the continuation of the Company, specifically being interested
in feedback from meetings and conversations with Shareholders.
In addition to considering the principal risks shown above and
the financial position of the Company as described above, the Board
has also considered the following further factors:
-- the Board continues to adopt a long-term view when making
investments;
-- regulation will not increase to a level that makes the
running of the Company uneconomical; and
-- the performance of the Company will be satisfactory and
should performance be less than the Board deem acceptable it has
the powers to take appropriate action.
Viability Statement
Over the Company's life it has experienced a number of
significant social and economic events impacting world history. The
level of inflation, rising interest rates and the conflict in
Ukraine are the latest events impacting not just this Company but
all commercial entities. The change in Investment Policy and the
decision as supported by Shareholders during the year demonstrates
the viability of the Company as a vehicle for delivering investment
performance to Shareholders. The Board's analysis is based on the
performance and progress of the Company and its investment
portfolio, an assessment of current and future risks, the
appropriateness of the investment strategy and review of the
financial position of the Company, and operating expenses over the
next two years. In addition, consultation with key Shareholders as
to their perspectives is a key consideration.
The Directors also consider viability in the context of the
Company being a going concern and it being appropriate that the
accounts are prepared on such a basis. This is elaborated in Note 1
to the financial statements.
Future Prospects
The future of the Company is dependent upon the success of the
investment strategy. The outlook for the Company is discussed in
the Chairman's Statement above.
Board Diversity
When recruiting a new Director, the Board's policy is to appoint
individuals on merit matched against the skill requirements
identified by the Board. The changes to the Board during the
reporting period were driven from the re-structuring undertaken and
voted on by Shareholders including David Horner joining the Board
as a representative of the newly appointed Investment Manager.
The Board believes diversity is important in bringing an
appropriate range of skills, knowledge and experience to the Board
and gives this consideration when recruiting new Directors and has
also noted the requirements of Listing Rule 9.8.6R (9) following
the Parker Report on increasing the diversity on the boards of
public companies. As at 30 June 2023, there were four male
Directors on the Board. All Directors identified themselves as
Caucasian by ethnic background. As disclosed in Note 19, Michael
Weeks stepped down as a Director on 26 July 2023 with David Horner
appointed as a Director on the same day.
When making appointments in the future the Board will continue
to operate an open-minded approach to recruitment without
restrictions against any perceived group or individual. The Board
will take into consideration the diversity targets set by Listing
Rule 9.8.6R (9) when making future appointments, however due to the
size of the Board, meeting a target of 40% of Directors being
women, with one in a senior Board position, and one individual
being from a minority ethnic background may not be reached in the
immediate future.
The Company does not have any employees other than Directors
and, as a result, the Board does not consider it necessary to
establish means for employee engagement with the Board as required
by the latest version of the UK Corporate Governance Code
Section 172(i) Statement
Section 172(i) of the Companies Act 2006, requires Directors to
take into consideration the interests of stakeholders in their
decision making. The Directors continue to have regard to the
interests of, and the impact of the firm's activities on, the
various stakeholders in the firm and to consider what is most
likely to promote the success of the Company for its members in the
long term.
Whilst the importance of giving due consideration to our
stakeholders is not new, S172 requires that the Board elaborates
how it discharges its duties in this respect. We have categorised
our key stakeholders into two groups. Where appropriate, each group
is considered to include both current and potential
stakeholders:
-- Shareholders
-- Administrator and other service providers
Shareholders
Our Shareholders are of course the owners of the Company and we
need to act fairly as between members of the Company.
During the year the Board considered the size of the Company and
after consultation with Shareholders made the following proposals
to Shareholders:
1. To offer existing Shareholders an exit from the Company via a
Tender Offer.
2. To announce an Offer for Subscription to enable new
Shareholders to subscribe for new shares in the Company.
3. To change the Investment Objective and Policy.
4. To appoint Chelverton Asset Management as Investment
Manager.
5. To cancel the share premium account and capital redemption
reserve.
The proposals were approved by Shareholders at a General Meeting
on 26 June 2023. Further details are given in Note 19.
We have a regular dialogue with our key Shareholders - but all
are welcome to be in communication. All Shareholders are encouraged
to attend our Annual General Meeting.
Investment Manager
As part of the changes as stated above and in Note 19,
Chelverton Asset Management were appointed as Investment Manager on
26 July 2023. Details of the Investment Management Agreement are
given in Note 3.
Administrator and other service providers
The Board seeks to maintain constructive liaison with its
service providers so as to optimise the way in which the Company's
needs are met. ISCA Administration Services acted as Company
Secretary and Administrator during the year and worked with the
Directors to ensure the Company continued to operate
efficiently.
Environmental, Human Rights, Employee, Social and Community
Issues
The Board consists entirely of Non-Executive Directors and
during the year the Company had no employees. The Company has no
direct impact on the community or the environment, and as such has
no environmental, human rights, social or community policies. In
carrying out its investment activities and in relationships with
suppliers, the Company aims to conduct itself responsibly,
ethically and fairly.
Environmental, Social and Governance factors are considered as
part of commercial evaluation of investee companies.
The Strategic Report has been approved by the Board of
Directors.
On behalf of the Board
I. R. Dighé
Chairman
4 October 2023
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our knowledge:
-- the Group and Company financial statements, which have been
prepared in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act
2006 and, for the Group, UK adopted international accounting
standards give a true and fair view of the assets, liabilities,
financial position and profit of the Group and Company;
-- the Annual Report includes a fair review of the development
and performance of the business and the position of the Group and
Company together with a description of the principal risks and
uncertainties faced by the Group and Company; and
-- the Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for Shareholders to assess the position and performance,
business model and strategy of the Group and Company.
On behalf of the Board
I. R. Dighé
Chairman
4 October 2023
CONSOLIDATED INCOME STATEMENT
For the year ended 30 June 2023
Year ended 30 June Year ended 30 June
2023 2022
Revenue Capital Total Revenue Capital Total
Notes GBP GBP GBP GBP GBP GBP
--------- ------- --------- --------- --------- ---------
Gains/ (losses) on investments
at fair value through
profit or loss 8 - 876,505 876,505 - (227,992) (227,992)
Exchange gains on capital
items - 798 798 - 2,583 2,583
Investment income 2 303,475 - 303,475 371,956 - 371,956
Investment management
fee 3 - - - - - -
Other expenses 4 (396,562) - (396,562) (355,618) - (355,618)
--------- ------- --------- --------- --------- ---------
(Loss)/return before
taxation (93,087) 877,303 784,216 16.338 (225,409) (209,071)
Taxation 5 (45,020) - (45,020) (39,554) - (39,554)
--------- ------- --------- --------- --------- ---------
Total (loss)/income
after taxation (138,107) 877,303 739,196 (23,216) (225,409) (248,625)
--------- ------- --------- --------- --------- ---------
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
--------- ------- --------- --------- --------- ---------
(Loss)/return on total
income after taxation
per 50p ordinary share
- basic & diluted 6 (2.89) 18.38 15.49 (0.49) (4.72) (5.21)
--------- ------- --------- --------- --------- ---------
The total column of this statement is the Income Statement of
the Group prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act
2006. The supplementary revenue and capital columns are prepared in
accordance with the Statement of Recommended Practice ("AIC SORP")
issued in July 2022 by the Association of Investment Companies.
The Group did not have any income or expense that was not
included in total income for the year. Accordingly, total income is
also total comprehensive income for the year, as defined by IAS 1
(revised) and no separate Statement of Comprehensive Income has
been presented.
All revenue and capital items in the above statement derive from
continuing operations. No operations were acquired or discontinued
during the year.
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Ordinary Capital
share Share redemption Capital Revenue
capital premium reserve reserve reserve Total
GBP GBP GBP GBP GBP GBP
-------------- ---------------- ------------------ ---------------- ------------- -----------------
Balance at 1
July 2022 2,386,025 4,453,903 2,408,820 8,185,191 (1,385,748) 16,048,191
Total
comprehensive
income
Net
return/(loss)
for
the year - - - 877,303 (138,107) 739,196
Transactions
with
Shareholders
recorded
directly to
equity
Tender Offer
costs (Note
19) * - - - (516,583) - (516,583)
Balance at 30
June 2023 2,386,025 4,453,903 2,408,820 8,545,911 (1,523,855) 16,270,804
-------------- ---------------- ------------------ ---------------- ------------- -----------------
Balance at 1
July 2021 2,386,025 4,453,903 2,408,820 8,410,600 (1,377,544) 16,281,804
Total
comprehensive
income
Net loss for
the year - - - (225,409) (23,216) (248,625)
Transactions
with
Shareholders
recorded
directly to
equity
Ordinary
dividends
(note
7) - - - - 15,012 15,012
-------------- ---------------- ------------------ ---------------- ------------- -----------------
Balance at 30
June 2022 2,386,025 4,453,903 2,408,820 8,185,191 (1,385,748) 16,048,191
-------------- ---------------- ------------------ ---------------- ------------- -----------------
* These costs relate to the Tender Offer as discussed in Note
19. As Shareholders approved the proposals in a General Meeting on
26 June 2023, the Directors feel it appropriate to accrue for the
costs considered unavoidable in the year. As the share premium
account was in the process of being cancelled at the year end, the
costs have been charged against the capital reserve.
The notes below form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Ordinary Preference Capital
share share Share redemption Capital Revenue
capital capital premium reserve reserve reserve Total
GBP GBP GBP GBP GBP GBP GBP
--------- ---------- --------- ----------------- --------- --------- ----------
Balance at 1 July
2022 2,386,025 858,783 4,453,903 2,408,820 5,626,497 1,128,452 16,862,480
Total comprehensive
income
Net return/(loss) for
the year - - - - 340,885 (124,976) 215,909
Transactions with
Shareholders recorded
directly to equity
Tender Offer costs
9 (Note 19) * - - - - (516,583) - (516,583)
Preference share dividends
paid - - - - - (172) (172)
--------- ---------- --------- ----------------- --------- --------- ----------
Balance at 30 June
2023 2,386,025 858,783 4,453,903 2,408,820 5,450,799 1,003,304 16,561,634
--------- ---------- --------- ----------------- --------- --------- ----------
Balance at 1 July
2021 2,386,025 858,783 4,453,903 2,408,820 5,852,000 1,122,327 17,081,858
Total comprehensive
income
Net loss for the year - - - - (225,503) (8,715) (234,218)
Transactions with
Shareholders recorded
directly to equity
Ordinary dividends
(note 7) - - - - - 15,012 15,012
Preference share dividends
paid - - - - - (172) (172)
--------- ---------- --------- ----------------- --------- --------- ----------
Balance at 30 June
2022 2,386,025 858,783 4,453,903 2,408,820 5,626,497 1,128,452 16,862,480
--------- ---------- --------- ----------------- --------- --------- ----------
The notes below form part of these financial statements.
CONSOLIDATED BALANCE SHEET
As at 30 June 2023
30 June 30 June
2023 2022
Notes GBP GBP
----------- -----------
Non-current assets
Investments held at fair value through profit
or loss 8 8,564,470 15,445,243
----------- -----------
Current assets
Trade and other receivables 11 25,068 30,358
Cash and cash equivalents 8,282,426 678,592
----------- -----------
8,307,494 708,950
----------- -----------
Current liabilities
Trade and other payables 12 (601,160) (106,002)
----------- -----------
(601,160) (106,002)
Net current assets 7,706,334 602,948
----------- -----------
Net assets 16,270,804 16,048,191
----------- -----------
Capital and reserves
Ordinary share capital 13 2,386,025 2,386,025
Share premium 4,453,903 4,453,903
Capital redemption reserve 2,408,820 2,408,820
Capital reserve 8,545,911 8,185,191
Revenue reserve (1,523,855) (1,385,748)
----------- -----------
Shareholders' funds 16,270,804 16,048,191
----------- -----------
NAV per 50p ordinary share 15 340.96p 336.30p
----------- -----------
These financial statements were approved by the Board on 4
October 2023 and were signed on its behalf by:
I. R. Dighé
Chairman
Company Number: 0004205
The notes below form part of these financial statements.
COMPANY BALANCE SHEET
As at 30 June 2023
30 June 30 June
2023 2022
Notes GBP GBP
---------- ----------
Non-current assets
Investments held at fair value through profit
or loss 8 8,564,470 15,444,619
Investment in subsidiaries 9 326,277 862,656
---------- ----------
8,890,747 16,307,275
Current assets
Trade and other receivables 11 80,759 89,097
Cash and cash equivalents 8,281,759 663,863
---------- ----------
8,362,518 752,960
---------- ----------
Current liabilities
Trade and other payables 12 (691,631) (197,755)
---------- ----------
(691,631) (197,755)
---------- ----------
Net current assets 7,670,887 555,205
---------- ----------
Net assets 16,561,634 16,862,480
---------- ----------
Capital and reserves
Ordinary share capital 13 2,386,025 2,386,025
Preference share capital 14 858,783 858,783
Share premium 4,453,903 4,453,903
Capital redemption reserve 2,408,820 2,408,820
Capital reserve 5,450,799 5,626,497
Revenue reserve 1,003,304 1,128,452
---------- ----------
Shareholders' funds 16,561,634 16,862,480
---------- ----------
As permitted by section 408 of the Companies Act 2006, the
Company has not presented its own Income Statement. The amount of
the Company's return for the financial year dealt with in the
financial statements of the Group is a gain after tax of GBP215,909
(2022: loss of GBP234,218).
These financial statements were approved by the Board on 4
October 2023 and were signed on its behalf by:
I. R. Dighé
Chairman
Company Number: 0004205
The notes below form part of these financial statements.
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
For the year ended 30 June 2023
Group Company
30 June 30 June 30 June 30 June
2023 2022 2023 2022
Notes GBP GBP GBP GBP
----------- ----------- ----------- -----------
Cash flows used in operating
activities
Income received from investments 303,114 342,923 303,114 342,923
Interest received 6,451 38 6,451 38
Overseas taxation paid (46,539) (29,350) (46,539) (29,350)
Investment management fees
paid - (1,678) - (1,678)
Other cash payments (382,266) (347,995) (370,586) (335,407)
----------- ----------- ----------- -----------
Net cash used in operating
activities (119,240) (36,062) (107,560) (23,474)
----------- ----------- ----------- -----------
Cash flows used in financing
activities
Tender offer expenses paid 19 (35,000) - (35,000) -
----------- ----------- ----------- -----------
Net cash used in financing
activities (35,000) - (35,000) -
----------- ----------- ----------- -----------
Cash flows generated from
investing activities
Purchase of investments 8 (3,412,011) (3,580,745) (3,412,011) (3,580,745)
Sale of investments 8 11,174,206 3,748,933 11,173,539 3,748,933
Loans to subsidiaries - - 3,049 (12,588)
----------- ----------- ----------- -----------
Net cash generated from investing
activities 7,762,195 168,188 7,764,577 155,600
----------- ----------- ----------- -----------
Net increase in cash and
cash equivalents 7,607,955 132,126 7,622,017 132,126
----------- ----------- ----------- -----------
Reconciliation of net cash
flow to movement in net cash
Increase in cash 7,607,955 132,126 7,622,017 132,126
Exchange rate movements (4,121) 5,666 (4,121) 5,666
----------- ----------- ----------- -----------
Increase in net cash 7,603,834 137,792 7,617,896 137,792
Net cash at start of period 678,592 540,800 663,863 526,071
----------- ----------- ----------- -----------
Net cash at end of period 8,282,426 678,592 8,281,759 663,863
----------- ----------- ----------- -----------
Analysis of net cash
Cash and cash equivalents 8,282,426 678,592 8,281,759 663,863
----------- ----------- ----------- -----------
8,282,426 678,592 8,281,759 663,863
----------- ----------- ----------- -----------
The notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
1. Accounting policies
Basis of Preparation
The Company is a public limited company limited by shares and
incorporated and registered in England and Wales. The Company has
been approved as an investment trust within the meaning of sections
1158/1159 of the Corporation Tax Act 2010. The Company's registered
office is Suite 8, Bridge House, Courtenay Street, Newton Abbot,
Devon TQ12 2QS.
The Group's consolidated financial statements for the year ended
30 June 2023, which comprise the audited results of the Company and
its wholly owned subsidiaries, Abport Limited and New Centurion
Trust Limited (together referred to as the "Group"), have been
prepared in accordance with UK adopted international accounting
standards and in accordance with the requirements of the Companies
Act 2006. The annual financial statements have also been prepared
in accordance with the AIC Statement of Recommended Practice issued
in July 2022 ("AIC SORP"), except to any extent where it is not
consistent with the requirements of UK IFRS.
In order to better reflect the activities of an investment trust
company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement
between items of a revenue and capital nature have been prepared
alongside the Income Statement.
The financial statements are presented in Pounds Sterling, which
is the Group's functional currency as the UK is the primary
environment in which it operates.
Going Concern
The Directors have made an assessment of the Group's ability to
continue as a going concern. This has included consideration of the
reconstruction in July 2023 as discussed in the Post Balance Sheet
events note 19, portfolio liquidity, the Group's financial position
in respect of its cash flows and investment commitments (of which
there are none of significance), the working arrangements of key
service providers, continued eligibility to be approved as an
investment trust company and the impact of the current economic
environment and the conflict in Ukraine. In addition, the Directors
are not aware of any material uncertainties that may cast
significant doubt upon the Group's ability to continue as a going
concern.
The Directors are satisfied that the Group has the resources to
continue in business for the foreseeable future being a period of
at least 12 months from the date that these financial statements
were approved. Therefore, the financial statements have been
prepared on the going concern basis.
Basis of Consolidation
IFRS10 stipulates that subsidiaries of Investment Entities are
not consolidated. The Investment Company meets all three
characteristics of Investment Entity as described, however, it is
envisaged that one of the subsidiaries will be a dealing subsidiary
and, therefore consolidated financial statements are presented for
the Group. The financial statements of the subsidiaries are
prepared for the same reporting year as the parent Company, using
consistent accounting policies. All inter-company balances and
transactions, including unrealised profits arising from them are
eliminated.
Segmental Reporting
The Directors are of the opinion that the Group is engaged in a
single segment of business, being investment business. During the
year the Group primarily invested in companies listed in the UK,
Continental Europe and North America. As part of the change of
investment policy, adopted on 26 June 2023, going forward the Group
will primarily invest in the UK.
Accounting Developments
The following relevant accounting standards and their amendments
were in issue at the year end but will not be in effect until after
this financial year.
International Accounting Standards Effective date*
IAS 1 (Amendments) Presentation of Financial Statements 1
January 2023
regarding classification of liabilities
IAS 1 (Amendments) Presentation of Financial Statements 1
January 2023
regarding the amendments of disclosure of accounting
policies
IAS 8 (Amendments) Accounting Policies, Changes in Accounting
Estimates and Error to distinguish between accounting
policies
and accounting estimates 1 January 2023
*Years beginning on or after
The Directors do not expect that the adoption of the standards
listed above will have a material impact on the financial
statements of the Group or Company in future periods.
Critical Accounting Judgments and Key Sources of Estimation
Uncertainty
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts in
the Balance Sheet, the Consolidated Income Statement and the
disclosure of contingent assets and liabilities at the date of the
financial statements. The estimates and associated assumptions are
based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of
which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other
sources.
The estimates and underlying assumptions are based on historical
experience and other factors that are considered to be relevant.
These are reviewed on an ongoing basis. Actual results may differ
from these estimates. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects only that period or in the period of the revision
and future period if the revision affects both current and future
periods.
The major part of the investment portfolio is valued by
reference to quoted prices. However, the Board assesses the
portfolio for any investments which it considers the value has
fallen permanently below cost. Any such loss is treated as a
permanent impairment and as a realised loss, even though the
investment is still held.
In addition, the portfolio comprises some legacy holdings of
fixed interest stocks which are thinly traded; such stocks are
primarily valued by reference to current market price lists
provided by an independent broker, itself a recognised leader in
such preference share and similar fixed interest stocks. The
Directors may overlay such prices with situation specific
adjustments including (a) taking a second independent opinion on a
specific stock, or (b) reducing the value to a net present value,
to reflect the likely time to be taken to realise a stock which the
Group is actively looking to sell. At 30 June 2023 these were
valued at nil. The outturn is reflected in the valuations set out
in Note 8 to the financial statements.
There were no other significant accounting estimates or
significant judgements in the current or previous year.
Investments
As the Group's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth, Investments are classified at fair value through
profit or loss on initial recognition in accordance with IFRS 9.
The portfolio of financial assets is managed and its performance
evaluated on a fair value basis, in accordance with a documented
investment strategy, and information about the portfolio is
provided internally on that basis to the Group's Board of
Directors.
Investments are measured initially, and at subsequent reporting
dates, at fair value, and derecognised at trade date where a
purchase or sale is under a contract whose terms require delivery
within the time-frame of the relevant market. For quoted
investments this is deemed to be bid market prices or closing
prices.
Changes in fair value of investments and realised gains and
losses on disposal are recognised in the Consolidated Income
Statement as capital items. The holdings of the investment in
subsidiaries are stated at cost less diminution in value. All
investments for which fair value is measured or disclosed in the
financial statements are categorised within the fair value
hierarchy in Note 8.
Foreign Currency
Transactions denominated in foreign currencies are converted to
Pounds Sterling at the actual exchange rate as at the date of the
transaction. Items that are denominated in foreign currencies at
the year end are reported at the rate of exchange at the Balance
Sheet date. Any gain or loss arising from a change in exchange rate
subsequent to the date of the transaction is included as an
exchange gain or loss in the capital reserve or the revenue account
depending on whether the gain or loss is of a capital or revenue
nature.
Cash and Cash Equivalents
Cash comprises cash at bank and demand deposits. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject
to insignificant risk of changes in value.
For the purpose of the Cash Flow Statement, cash and cash
equivalents consist of cash and cash equivalents as defined
above.
Current Assets
Current assets are initially recognised at cost and subsequently
measured at amortised cost and balances revalued for exchange rate
movement. Current assets comprise debtors, prepayments and cash and
are subject to review for impairment at least at each reporting
date.
Current Liabilities
Current liabilities are initially recognised at cost and
subsequently measured at amortised cost and balances revalued for
exchange rate movement. Current liabilities comprise accruals and
other creditors and are subject to review for impairment at least
at each reporting date.
Income
Dividends receivable on quoted equity shares are taken to
revenue on an ex-dividend basis. Dividends receivable on equity
shares where no ex-dividend date is quoted are brought into account
when the Company's right to receive payment is established. Fixed
returns on non-equity shares are recognised on a time-apportioned
basis.
Dividends from overseas companies are shown gross of any
non-recoverable withholding taxes which are disclosed separately in
the Consolidated Income Statement.
Dividend income will only be recognised when there is reasonable
certainty that the issuer has the ability to make the return.
Expenses and Finance Costs
All expenses and finance costs are accounted for on an accruals
basis.
Taxation
The tax expense represents the sum of the tax currently payable.
The tax payable is based on the taxable profit for the year.
Taxable profit differs from net profit as reported in the
Consolidated Income Statement because it excludes items that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group's liability for
current tax is calculated using tax rates applicable at the Balance
Sheet date.
No taxation liability arises on gains from sales of fixed asset
investments by the Group by virtue of its investment trust status.
However, the net revenue (excluding UK dividend income) accruing to
the Group is liable to corporation tax at the prevailing rates.
Dividends Payable to Shareholders
Dividends to Shareholders are recognised as a liability in the
period in which they are paid or approved in general meetings and
are taken to the Statement of Changes in Equity. Dividends declared
and approved by the Company after the Balance Sheet date have not
been recognised as a liability of the Company at the Balance Sheet
date.
Share Capital
Issued share capital consists of ordinary shares with voting
rights and issued preference shares which are non-voting. The
issued preference shares, owned in their entirety by New Centurion
Trust Limited, a wholly-owned subsidiary of the Company, are
entitled to receive a cumulative dividend of 0.01p per share per
annum, and are entitled to receive their nominal value, 50p, on a
distribution of assets or a winding up.
Share Premium
The share premium account represents the accumulated premium
paid for shares issued in previous periods above their normal value
less issue expenses. This is a reserve forming part of
non-distributable reserves. The following items are taken to this
reserve:
-- costs associated with the issue of equity; and
-- premium on the issue of shares.
Capital Redemption Reserve
The reserve represents the nominal value of the shares bought
back and cancelled. This reserve is not distributable.
Capital Reserve
Capital expenses, gains or losses on realisation of investments
held at fair value through profit or loss and changes in fair value
of investments are transferred to the capital reserve.
The following are taken to this reserve:
-- gains and losses on the disposal of investments;
-- net movement arising from changes in the fair value of
investments held and subsidiaries and classified as at "fair value
through profit or loss";
-- exchange differences of a capital nature;
-- expenses together with the related taxation effect, allocated
to this reserve in accordance with the above policies; and
-- the cost of the Tender Offer as discussed in Note 19.
Realised gains on investments less expenses, provisions and
unrealised gains may be considered by the Board for distribution.
This reserve is not distributable.
Revenue Reserves
The net revenue for the year is transferred to the revenue
reserve and dividends paid are deducted from the revenue
reserve.
The revenue reserve represents the surplus accumulated profits
and is distributable.
2. Income
Year ended Year ended
30 June 2023 30 June 2022
GBP GBP
------------- -------------
Income from investments:
UK dividends 52,082 122,508
Unfranked dividend income (including
scrip dividends): 244,942 258,224
UK fixed interest - (8,814)
------------- -------------
297,024 371,918
Other income
Bank deposit and other interest 6,451 38
Total income 303,475 371,956
------------- -------------
3. Investment management fee
Year ended Year ended
30 June 2023 30 June 2022
GBP GBP
------------- -------------
Investment management fee - -
------------- -------------
The Company has been self-managed since 4 November 2020.
Following completion of the Tender Offer, on 26 July 2023
Chelverton Asset Management was appointed as Investment
Manager.
The Investment Manager will be entitled to an annual fee of
0.75% of the Net Asset Value. To the extent that the ongoing
charges ratio exceeds 2% the Investment Manager has waived the
management fee and shall instead make a contribution to the Company
to ensure that the ongoing charges ratio does not exceed 2%.
4. Other expenses
Year ended Year ended
30 June 2023 30 June 2022
GBP GBP
------------- -------------
Administration and secretarial services 85,000 85,000
Auditors' remuneration for:
* Audit of the Group's financial statements 46,300 38,900
Directors' remuneration (see note
18) 86,667 100,000
Other expenses 178,595 131,718
------------- -------------
Total expenses 396,562 355,618
------------- -------------
The audit of the Group's financial statements includes the cost
of the audit of Abport Limited of GBP3,800 (2022: GBP3,300) and New
Centurion Trust Limited GBP3,800 (2022: GBP3,300), which are
charged to the subsidiaries.
The Directors were the Group and Company's only employees in the
current and comparative period.
5. Taxation
Year ended 30 June Year ended 30 June
2023 2022
Revenue Capital Total Revenue Capital Total
GBP GBP GBP GBP GBP GBP
------- ------- ------ ------- ------- ------
Current Taxation - - - - - -
Overseas taxation suffered 45,020 - 45,020 39,554 - 39,554
------- ------- ------ ------- ------- ------
45,020 - 45,020 39,554 - 39,554
------- ------- ------ ------- ------- ------
The current tax charge for the year is higher than (2022: higher
than) the standard rate of corporation tax in the UK of 20.5%. The
differences are explained below:
Year ended 30 June Year ended 30 June
2023 2022
Revenue Capital Total Revenue Capital Total
GBP GBP GBP GBP GBP GBP
-------- --------- --------- -------- --------- ---------
Return on ordinary activities (93,087) 877,303 784,216 16,338 (225,409) (209,071)
Tax at UK Corporation
tax rate of 20.5% (2022:19%) (19,083) 179,847 160,764 3,104 (42,828) (39,724)
Effects of:
UK dividends that are
not taxable (10,677) - (10,677) (23,277) - (23,277)
Overseas dividends that
are not taxable (11,172) - (11,172) (11,537) - (11,537)
Non-taxable investment
(gains)/ losses - (179,847) (179,847) - 42,828 42,828
Overseas taxation suffered 45,020 - 45,020 39,554 - 39,554
Unrelieved expenses 40,932 - 40,932 31,710 - 31,710
-------- --------- --------- -------- --------- ---------
Actual current tax charged
to the revenue account 45,020 - 45,020 39,554 - 39,554
-------- --------- --------- -------- --------- ---------
Factors that may affect future tax charges
The Company has excess management expenses of GBP2,523,199
(2022: GBP2,323,531). It is unlikely that the Company will generate
sufficient taxable income in the future to use these expenses to
reduce future tax charges and therefore no deferred tax asset has
been recognised.
Deferred tax is not provided on capital gains and losses arising
on the revaluation or disposal of investments because the Company
meets (and intends to continue for the foreseeable future to meet)
the conditions for approval as an investment trust company under
HMRC rules.
On 3 March 2021, the UK government announced that it intended to
increase the main rate of corporation tax to 25% for the financial
years beginning 1 April 2023. This new rate was substantively
enacted by Finance Act 2021 on 10 June 2021.
6. Return per Ordinary Share
Returns per share are based on the weighted average number of
shares in issue during the year. Normal and diluted returns per
share are the same as there are no dilutive elements on share
capital.
Year ended 30 June Year ended 30 June
2023 2022
Revenue Capital Total Revenue Capital Total
--------- ------- --------- -------- --------- ---------
(Loss) /return after taxation
attributable to ordinary
Shareholders (GBP) (138,107) 877,303 739,196 (23,216) (225,409) (248,625)
--------- ------- --------- -------- --------- ---------
Weighted average number
of ordinary shares in
issue (excluding
shares held in Treasury) 4,772,049 4,772,049
(Loss)/return per ordinary
share
basic and diluted (pence) (2.89) 18.38 15.49 (0.49) (4.72) (5.21)
--------- ------- --------- -------- --------- ---------
7. Dividends per Ordinary Share
Amounts recognised as distributions to equity holders in the
year.
Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
----------- ----------
Unclaimed dividends in respect of prior
periods clawed back after 12 years - (15,012)
---------- ----------
Total - (15,012)
---------- ----------
No dividend will be declared in respect of the year under
review.
8. Investments
Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
------------ ----------- ------------ -----------
Opening book cost 15,087,359 15,354,823 15,107,651 15,375,115
Opening net investment holding
gains 357,884 264,041 336,968 243,219
------------ ----------- ------------ -----------
Opening valuation 15,445,243 15,618,864 15,444,619 15,618,334
Movements in the year:
Purchases at cost 3,439,089 3,443,998 3,439,089 3,443,998
Sales proceeds (11,196,367) (3,389,627) (11,195,700) (3,389,627)
Realised gains on sales 793,589 219,171 826,631 219,171
Permanent diminution * - (541,006) - (541,006)
Unrealised gains in the year 82,916 93,843 49,831 93,749
Closing valuation 8,564,470 15,445,243 8,564,470 15,444,619
------------ ----------- ------------ -----------
Being:
Book cost 8,123,670 15,087,359 8,177,670 15,107,651
Net investment holding gains 440,800 357,884 386,800 336,968
------------ ----------- ------------ -----------
8,564,470 15,445,243 8,564,470 15,444,619
------------ ----------- ------------ -----------
* The Company provided for a permanent diminution in the value
of its holding in Lukoil GDR.in year ended 30 June 2022
Group Company
2023 2022 2023 2022
Summary of capital gains/(losses) GBP GBP GBP GBP
------- --------- ------- ---------
Realised gains on sales 793,589 219,171 826,631 219,171
Permanent diminution - (541,006) - (541,006)
Unrealised gains in the year 82,916 93,843 49,831 93,749
------- --------- ------- ---------
876,505 (227,992) 876,462 (228,086)
------- --------- ------- ---------
Transaction costs
Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
------ ------ ------ ------
Costs on purchases 5,734 7,339 5,734 7,339
Costs on sales 21,680 5,405 21,592 5,405
------ ------ ------ ------
27,414 12,744 27,326 12,744
------ ------ ------ ------
Reconciliation of cash movements in investment transactions
The difference between the purchases in note 8 of GBP3,439,089
and that shown in the Cash Flow Statement above is GBP27,078 which
is represented by the scrip dividend in Hal Trust of GBP27,249 and
an exchange loss of GBP171.
The difference between the sales proceeds in note 8 of
GBP11,169,367 and that shown in the Cash Flow Statement above is
GBP4,839 which is represented by an exchange loss of GBP4,839.
Fair Value Hierarchy
Fair value is the amount at which an asset could be sold in an
ordinary transaction between market participants at the measurement
date, other than a forced or liquidation sale. The Group measures
fair values using the following hierarchy that reflects the
significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the
basis of the lowest level input that is significant to the fair
value measurement of the relevant asset as follows:
Level 1 - valued using quoted prices, unadjusted in active
markets for identical assets and liabilities.
Level 2 - valued by reference to valuation techniques using
observable inputs for the asset or liability other than quoted
prices included in Level 1.
Level 3 - valued by reference to valuation techniques using
inputs that are not based on observable market data or the asset or
liability.
The table below sets out fair value measurement of financial
instruments as at 30 June 2023, by the level in the fair value
hierarchy into which the fair value measurement is categorised.
Group Level 1 Level 2 Level 3 Total
At 30 June 2023 GBP GBP GBP GBP
--------- ------- ------- ---------
Financial assets at fair value
through profit or loss:
Equities 5,975,907 - - 5,975,907
Exchange traded commodities 2,588,563 - - 2,588,563
--------- ------- ------- ---------
8,564,470 - - 8,564,470
--------- ------- ------- ---------
Group Level 1 Level 2 Level 3 Total
At 30 June 2022 GBP GBP GBP GBP
---------- ------- ------- ----------
Financial assets at fair value
through profit or loss:
Equities 10,814,305 - 61,152 10,875,457
Exchange traded commodities 4,569,786 - - 4,569,786
15,384,091 - 61,152 15,445,243
---------- ------- ------- ----------
There were no transfers between levels during the current or
prior year.
The valuation techniques used by the Group are set out in the
Accounting Policies in Note 1.
Valuation process for Level 2 investments
Investments classified within level 2 are valued by reference to
quoted prices but not being actively traded have been treated as
level 2.
Valuation process for Level 3 investments
Investments classified within Level 3 comprise those valued by
reference to an indicative price list of an independent third-party
broker, but the said price list is not sufficiently definitive or
observable/publicly available, so as to meet the criteria for a
level 2 categorisation.
If the value of the level 3 investments were to increase or
decrease by 10%, while all the other variables remained constant,
the net assets and net profit available to Shareholders would have
increased/decreased by nil (2022: GBP6,115).
Reconciliation of Level 3 investments
The following table summarises Level 3 investments that were
accounted for at fair value for the year ending 30 June 2023.
Financial assets
Group and Company at fair value
through profit
or loss
GBP
----------------
Opening fair value 61,152
Total (losses) included in gain/(losses) on investments
in the Consolidated Income Statement
* on assets sold -
* on assets held at the year end (61,152)
----------------
Closing balance -
----------------
9. Investment in Subsidiaries
Company Company
30 June 30 June
2023 2022
GBP GBP
----------- -----------
At cost 5,410,552 5,410,552
Provision for diminution in value (5,084,275) (4,547,896)
----------- -----------
Net value 326,277 862,656
----------- -----------
At 30 June 2023, the Company held interests in the following
subsidiary companies:
% share % share
Country of of capital of voting
Incorporation held rights Nature of business
--------------- ----------- ---------- ------------------
Investment dealing
Abport Limited England 100% 100% company
New Centurion Trust Investment dealing
Limited England 100% 100% company
The registered office of the subsidiaries is the same as that of
the Company.
10. Substantial Share Interests
The Company has no notified interests in 3% or more of the
voting rights of any companies at 30 June 2023 (30 June 2022:
nil).
11. Trade and Other Receivables
Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
------ ------ ------ ------
Amounts due from subsidiaries - - 55,690 58,739
Dividends receivable 5,944 12,035 5,944 12,035
Taxation recoverable 639 641 639 641
Other receivables 18,485 17,682 18,486 17,682
------ ------ ------ ------
25,068 30,358 80,759 89,097
------ ------ ------ ------
The carrying amount of such receivables approximates to their
fair value. Trade and other receivables are not past due at 30 June
2023.
12. Trade and Other Payables
Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
------- ------- ------- -------
Preference dividends payable
to the Company's wholly owned
subsidiary - - 1,721 1,549
Amounts due to subsidiaries - - 101,533 101,533
Trade payables and accruals 601,160 106,002 588,377 94,673
------- ------- ------- -------
601,160 106,002 691,631 197,755
------- ------- ------- -------
As the Shareholders voted in favour of the new proposals at a
General Meeting on 26 June 2023, the Directors feel it appropriate
to accrue for the costs relating to the proposals which are now
considered unavoidable.
13. Ordinary Share Capital
Group and Company Group and Company
2023 2022
Issued allotted and fully
paid: Number GBP Number GBP
--------- --------- --------- ---------
Ordinary shares of 50p each 4,772,049 2,386,025 4,772,049 2,386,025
--------- --------- --------- ---------
As announced on 18 July 2023, 3,980,664 ordinary shares were
validly tendered pursuant to the Tender Offer, constituting 83.4%
of the existing issued share capital. All validly tendered ordinary
shares were accepted in full, with 3,747,673 ordinary shares
repurchased by the Company and 232,991 ordinary shares sold to
Incoming Shareholders pursuant to the Matched Bargain Facility
In addition, on 26 July 2023 the Company issued 812,829 new
ordinary shares in connection with the Offer for Subscription and
Intermediaries Offer.
Following Admission, and completion of the Tender Offer, the
Company's total issued share capital comprises of 5,584,878
ordinary shares. The Company will hold all 3,747,673 ordinary
shares that were repurchased pursuant to the Tender Offer in
Treasury. Therefore, the total number of shares with voting rights
in the Company will be 1,837,205.
The above figure of 1,837,205 may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The ordinary shares entitle the holders to receive all ordinary
dividends and all remaining assets on a winding up, after the fixed
rate preference shares have been satisfied in full.
At the year end, the Company did not hold any ordinary shares in
Treasury (2022: None).
14. Issued Preference Share Capital
Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
---- ---- ------- -------
Issued preference share of
50p each - - 858,783 858,783
---- ---- ------- -------
The 1,717,565 fixed rate preference shares are non-voting,
entitled to receive a cumulative dividend of 0.01p per share per
annum, and are entitled to receive their nominal value of 50p, on a
distribution of assets or a winding up. The whole of the issue is
held by New Centurion Trust Limited, a wholly owned subsidiary of
the Company.
The Directors do not consider the fair values of the issued
preference share capital to be significantly different from the
carrying values.
15. Net Asset Value per Ordinary Share
The NAV per ordinary share is calculated as follows:
2023 2022
GBP GBP
---------- ----------
Net Assets 16,270,804 16,048,191
---------- ----------
Ordinary shares in issue 4,772,049 4,772,049
---------- ----------
NAV per ordinary share 340.96p 336.30p
The underlying investments of the wholly owned subsidiary New
Centurion Trust Limited comprise issued preference share capital,
as discussed in Note 14, in the Company and, being effectively
eliminated on consolidation, the valuation thereof does not impact
the NAV attributable to ordinary Shareholders.
16. Financial Instruments and Associated Risks
Investment Objective and Policy
The Company's investment objective during the year was to
protect the purchasing power of its capital in real terms, and to
participate in enduring economic activities which lend themselves
to genuine capital accumulation and wealth creation.
At a General Meeting held on 26 June 2023, the members voted to
amend the Investment Objective to: maximise capital growth for
Shareholders over the long-term by investing in high-quality,
quoted, UK small and mid-cap companies.
Risks
The Group's financial risk management can be found in the
Strategic Report on pages 11 and 12 of the Annual Report.
The Group's financial instruments comprise securities, cash
balances, receivables and payables. They are classified in the
following categories:
-- those to be measured subsequently at fair value through profit or loss; and
-- those to be measured at amortised cost.
The financial assets held at amortised cost include trade and
other receivables, cash and cash equivalents.
The main risks identified arising from the Group's financial
instruments are:
a) market price risk, including currency risk, interest rate risk and other price risk;
b) liquidity risk; and
c) credit risk.
The Board reviews and agrees policies for managing each of these
risks, which are summarised below.
Market price risk
Market price risk arises mainly from uncertainty about future
prices of financial instruments used in the Group's business. It
represents the potential loss the Group might suffer through
holding market positions by way of price movements, interest rate
movements and exchange rate movements. The Board assesses the
exposure to market price risk when making each investment decision
and monitor these risks on the whole of the investment portfolio on
an ongoing basis.
Currency risk
During the year, the Group's total return and net assets were
affected by currency translation movements as a significant
proportion of the Company's assets were denominated in currencies
other than Sterling, which is the Group's functional currency. It
was not the Group's policy to hedge this currency risk. Under the
new investment policy, voted for on 26 June 2023, the Company will
invest in UK companies only, hence this risk will have little
direct impact going forward.
Interest rate risk
The Group's financial assets and liabilities, include cash,
equity shares, preference shares and fixed interest stocks. As the
majority of the Group's financial assets and liabilities are
non-interest bearing the direct exposure to interest rates is not
material.
The impact of movements would not significantly affect the net
assets attributable to ordinary Shareholders or the total
profit.
Other price risk
Other price risk arises from changes in market prices other than
those arising from currency risk or interest rate risk.
The Board manages the risks inherent in the investment portfolio
by maintaining a spread of investments across different sectors and
monitoring market prices throughout the year. The Board meets
regularly in order to review investment performance and its
investment strategy.
Liquidity risk
This is the risk that that the Group will encounter difficulty
in meeting its obligations associated with financial liabilities.
All liabilities are due within one year.
The Group invests in a spread of investments which are traded on
recognised stock markets and which can be readily realised for
cash. At the year end, 50.9% of the portfolio was held in cash.
Credit risk
The Group does not have any significant exposure to credit risk
arising from one individual party. Credit risk is spread across a
number of counterparties, each having an immaterial effect on the
Group's cash flows should a default happen. The Group assesses its
debtors from time to time to ensure they are neither past due nor
impaired.
The maximum exposure of financial assets to credit risk at the
Balance Sheet date was as follows:
Financial assets neither past
due or impaired Group Company
2023 2022 2023 2022
GBP GBP GBP GBP
--------- ------- --------- -------
Accrued income and other debtors 25,068 30,358 80,759 89,097
Cash and cash equivalents 8,282,426 678,592 8,281,759 663,863
--------- ------- --------- -------
8,307,494 708,950 8,362,518 752,960
--------- ------- --------- -------
Sensitivity Analysis
At the year end, the Board believes that the Group's assets are
mainly exposed to market price risk.
As part of the Tender Offer and Issue of Shares as discussed in
Note 19, the majority of the portfolio was converted into cash. As
a result, the Directors feel it is not helpful to provide
sensitivity analysis at the year end. At the Tender Offer
calculation date of 18 July 2023, the Net Asset Value was 348.38p,
excluding accrued transaction costs.
17. Capital Management Policies
Capital is managed so as to maximise the return to Shareholders
while maintaining a capital base to allow the Group to operate
effectively. Capital is managed on a consolidated basis and to
ensure that the Group will be able to continue as a going
concern.
In order to maintain or adjust the capital structure, the Group
may pay dividends to Shareholders, return capital to Shareholders,
issue new shares or sell securities to reduce debt .
The Group had no debt during the years to 30 June 2023 or 30
June 2022.
18. Related Party Transactions
Fiske plc, a company in which Mr Perrin is a non- executive
director, is the Company's custodian. An amount of GBP7,248 (2022:
GBP8,247) was paid to Fiske plc pursuant to the custody agreement
and, as at the year end, GBP1,228 (2022: GBP2,005) was payable to
Fiske plc .
Key Management Personnel
At the year end, the Board consisted of four non-executive
Directors all of whom, with the exception of Mr Perrin, who is a
non-executive director of Fiske plc, the Company's custodian and
until 4 November 2020 the investment manager, are considered to be
independent by the Board. Messrs Dighé and Weeks hold directorships
or positions of senior management within Edelweiss Holdings plc
("Edelweiss"), who were significant Shareholders in the Company
during the year. For the year ended 30 June 2023, all Directors,
including the Chairman, received an annual fee of GBP20,000.
Further information can be found within the Directors' Remuneration
Report on page 31 of the Annual Report.
As described in Note 19, as part of the Post Balance Sheet
Events, Michael Weeks resigned from the Board on 26 July 2023 and
David Horner was appointed as a non-executive Director. Mr Horner
is the Managing Director of the new Investment Manager.
The Directors did not receive any other form of remuneration and
at the year end, there were no outstanding fees payable to
Directors (2022: GBPnil)
.
There were no other related party transactions during the
current or previous year.
19. Post Balance Sheet Events
On 9 June 2023 the Company published a circular setting out
details outlining the following proposals:
-- the appointment of Chelverton Asset Management Limited as the
Company's Investment Manager;
-- the appointment of David Horner, the founder and managing
director of the Proposed Manager, as a Proposed Director;
-- an amendment to the Company's investment objective and
policy;
-- a Tender Offer to all Shareholders to realise some or all of
their investment in the Company;
-- the cancellation of the amounts standing to the credit of the
Company's share premium account and capital redemption reserve in
order to increase the Company's distributable reserves to fund the
Tender Offer;
-- an Issue of up to 6 million ordinary shares on a
non-pre-emptive basis for new and existing investors;
-- an amendment to the Company's Articles of Association to
change the timing of the Company's next continuation vote; and
-- following completion of the Issue and the Tender Offer, a
sub-division of the Company's ordinary shares.
These proposals were approved by Shareholders in a General
Meeting on 26 June 2023.
On 18 July 2023, the Board announced that 3,980,664 ordinary
shares had been validly tendered pursuant to the Tender Offer,
constituting 83.4% of the existing issued share capital of the
Company. In addition, the Company had received total commitments of
approximately GBP3.6 million pursuant to the Placing, Offer for
Subscription and Intermediaries Offer.
On 19 July 2023, the Company announced:
1. That the Net Asset Value ("NAV") per ordinary share
(including unaudited revenue but excluding any accrued Transaction
Costs) at the Calculation Date, being 6.00 p.m. on 18 July 2023,
was 348.38 pence per ordinary share. Accordingly, the Tender Price
and Issue Price, which had been calculated using the methodology
set out in Part 6 of the Prospectus published by the Company on 9
June 2023, was as follows:
TER PRICE 337.76 PENCE
ISSUE PRICE 348.38 PENCE
The Tender Price represented a 3.0% discount to the Company's
NAV per ordinary share at close of business on 18 July 2023,
reflecting the proportion of the Transaction Costs to be borne by
Existing Shareholders, and is equal to the estimated
Post-Transaction NAV per ordinary share.
The Issue Price represented a 3.1% premium to the Tender Price
and the estimated Post-Transaction NAV per ordinary share
reflecting the proportion of the estimated Transaction Costs borne
by Incoming Shareholders.
2. That the following Directors, and the Proposed Director,
subscribed for new ordinary shares pursuant to the Issue (the
"Directors' Participation") as outlined below:
Number of new
ordinary shares Percentage
Existing subscribed Resulting number of issued share
number of ordinary for pursuant of ordinary capital held
shares held to the Issue shares held on Admission
Ian Dighe 30,820 7,176 37,996 2.07%
--------------------- ----------------- -------------------- --------------------
Martin Perrin
* 21,695 10,046 31,741 1.73%
--------------------- ----------------- -------------------- --------------------
David Horner - 28,704 28,704 1.57%
--------------------- ----------------- -------------------- --------------------
* Together with his persons closely associated.
3. That by virtue of Ian Dighé and Martin Perrin's positions as
current directors of the Company, the Directors Participation was
considered to be a related party transaction for the purposes of
the Listing Rules. In addition, David Horner was considered to be
an associate of the Proposed Manager as a result of his holding of
over 30% of the shares in the Proposed Manager. The Transaction
constituted a smaller related party transaction and the Company had
received written confirmation from the Sponsor that the terms of
the Transaction were fair and reasonable as far as Shareholders of
the Company were concerned.
4. That with effect from, Completion of the Tender Offer, on 26
July 2023, Michael Weeks would resign from the Board and David
Horner would be appointed as a non-independent non-executive
Director of the Company.
5. That the Court had confirmed the cancellation of the
Company's share premium account and capital redemption reserve on
18 July 2023 creating further distributable reserves to fund the
Tender Offer.
6. That 3,980,664 ordinary shares were validly tendered pursuant
to the Tender Offer, constituting 83.4% of the existing issued
share capital. All validly tendered ordinary shares would be
accepted in full with 3,747,673 ordinary shares repurchased by the
Company and 232,991 ordinary shares sold to Incoming Shareholders
pursuant to the Matched Bargain Facility.
7. That the Company would issue 812,829 new ordinary shares in
connection with the Offer for Subscription and Intermediaries
Offer. Applications had been made for the new ordinary shares to be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities ("Admission") and that Admission would become effective
and that dealings will commence on 26 July 2023.
On 26 July 2023 the Company announced:
that following Admission, and completion of the Tender Offer,
the Company's total issued share capital will comprise of 5,584,878
ordinary shares. The Company will hold all 3,747,673 ordinary
shares that were repurchased pursuant to the Tender Offer in
treasury. Therefore, the total number of shares with voting right
in the Company will be 1,837,205.
That the above figure of 1,837,205 may be used by Shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
That as part of the Tender Offer and Issue of Share the
following transactions with Directors had occurred:
Bought
Ian Dighé 7,176 shares
Martin Perrin* 10,046 shares
David Horner 28,704 shares
Sold
Michael Weeks 32,000 shares
* Together with his persons closely associated
20. Ultimate controlling party
The Directors consider that there is no overall controlling
party.
SHAREHOLDER INFORMATION
Fraud warning
Fraudsters use persuasive and high-pressure tactics to lure
investors into scams and we are aware of entities from time to time
purporting to be The Investment Company plc. They may offer to sell
shares that turn out to be worthless or non-existent, or to buy
shares at an inflated price in return for an upfront payment. While
high profits are promised, if you buy or sell shares in this way
you will probably lose your money. Detailed advice on how to avoid
and report potential investment scams is available on the FCA
website: www.fca.org.uk/scamsmart.
The Company has also been made aware of attempts to issue
documentation in the Company's name which is not legitimate. Anyone
wishing to verify the authenticity of any documentation should
contact the Company Secretary on 01392 487056 or
tic@iscaadmin.co.uk.
The Company has also been made aware of a website purporting to
be the Company's website which is not legitimate. Anyone wishing to
verify the authenticity of the website should contact the Company
Secretary on 01392 487056 or tic@iscaadmin.co.uk.
FURTHER INFORMATION
The Annual General Meeting of the Company will be held on 7
November 2023 at 11.00am at the offices of Chelverton Asset
Management Limited , Ground Floor Office, Basildon House, 7
Moorgate, London Club EC2R 6AF.
A copy of the Annual Report will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . This
document will also be available on the Company's website at
https://theinvestmentcompanyplc.co.uk/ .
ISCA Administration Services Limited
4 October 2023
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