22 November 2024
Schroder British
Opportunities Trust plc
("SBO" or
the "Company")
Non-Material Change to
Investment Policy
The Financial Conduct Authority has
recently updated its Sustainability Disclosure Requirements
("SDR"). These new regulations, which come into effect in December
2024, will restrict the use of certain sustainable terms in
products available to retail investors.
The Board of the Company (the
"Board") confirms that pursuant to the SDR's voluntary labelling
regime, the Company will not seek to adopt a label for its
products. As a result, the Board has decided to make a non-material
change to the Company's Investment Policy, removing the paragraph
set out below, which makes reference to the United Nations'
Sustainable Development Goals. For the avoidance of doubt, it is
the Board and the Portfolio Managers' intention that there will be
no change to how the investment portfolio is managed as a result of
this amendment.
"The Company will focus on companies which the Portfolio
Managers consider to be sustainable from an environmental, social
and governance perspective, supporting at least one of the goals
and/or sub-goals of the United Nations' Sustainable Development
Goals ("SDGs"), or which the Portfolio Managers consider would
benefit from their support in helping them incorporate SDGs into
their business planning and/or in reporting their alignment with
SDGs."
The Company's Investment Policy in
its entirety, reflecting the change noted in this announcement, is
now as follows:
Investment Objective
The Company's investment objective is
to deliver long-term total returns throughout the life of the
Company by investing in a diversified public equity and private
equity portfolio of predominantly UK Companies.
"UK Companies" means companies which
are incorporated, headquartered or have their principal business
activities in the United Kingdom, and companies headquartered
outside the United Kingdom which derive, or are expected to derive,
a significant proportion of their revenues or profits from the
United Kingdom.
Investment Policy
The Company will invest in a
diversified portfolio of both public equity investments and private
equity investments consisting predominantly of UK Companies with
strong long-term growth prospects.
Public equity investments" mean any
investments in any of the following categories (a), (b) and (c)
below (although it is envisaged that the Company will predominantly
focus on those of an equity and/or quasi-equity nature as set out
under categories (a) and (b) below):
(a) ordinary shares or similar
securities issued by an issuer which are traded on any of the
following:
(i) any "regulated market" as defined
in MiFID II and as listed in the register of regulated markets
within the EEA maintained by the European Securities and Markets
Authority from time to time; or
(ii) any "recognised investment
exchange" as recognised by the FCA under Part XVIII of FSMA;
or
(iii) any "recognised overseas
investment exchange" as recognised by the FCA under Part XVIII of
FSMA;
(b) securities or other instruments
giving the right to acquire or sell any of the securities referred
to in (a) above, including without limitation warrants, options,
futures, convertible bonds and convertible loan notes;
and
(c) preference shares issued by an
issuer referred to in (a) above.
"Private equity investments" mean any
investments in any of the following categories (w), (x), (y) and
(z) below (although it is envisaged that the Company will
predominantly focus on those of an equity and/or quasi-equity
nature as set out under categories (w) and (x) below):
(w) shares in companies and other
securities/units/interests equivalent to shares in companies,
partnerships (including limited partnership interests) or other
entities, provided that they are not already captured under the
definition of "public equity investments" above;
(x) securities, derivatives or other
instruments giving the right to acquire or sell any of the
shares/securities/units/interests referred to in (w) above,
including without limitation warrants, options, futures, contingent
value rights, convertible bonds, convertible loan notes,
convertible loan stocks or convertible preferred equity;
(y) preference shares issued by an
issuer referred to in (w) above; and
(z) debt-based investments not
otherwise covered above, including loan stock, payment-in-kind
instruments and shareholder loans.
It is anticipated that the Company's
portfolio will typically consist of 30 to 50 holdings and will
target companies with an equity value between approximately £50
million and £2 billion at the time of initial
investment.
Investment restrictions
The Company will invest and manage
its assets with the object of spreading risk through the following
investment restrictions:
· no
more than 10 per cent. of Net Asset Value may be invested in any
investee company;
· the
Company's portfolio shall comprise no fewer than 30
holdings;
· no
more than 20 per cent. of Net Asset Value may be invested in
investee companies which are not UK Companies;
· the
Company may not take a controlling stake in any investee company,
whether directly or indirectly, and:
o in respect of public equity investments, the Company may own
no more than 10 per cent. of the total voting rights of any
investee company; and
o in respect of private equity investments, the Company may own
no more than 20 per cent. of the enterprise value of any investee
company; and
· the
Company will not invest more than 10 per cent. in aggregate of
Gross Assets in other listed closed-ended investment funds, except
that this restriction shall not apply to investments in listed
closed-ended investment funds which themselves have stated
investment policies to invest no more than 15 per cent. of their
gross assets in other listed closed-ended investment funds.
Additionally, in any event, the Company will itself not invest more
than 15 per cent. of its Gross Assets in other investment companies
or investment trusts which are listed on the Official
List.
Unless otherwise stated, each of the
above restrictions will be calculated at the time of commitment.
Where the Company makes investments through one or more special
purpose vehicles, owned in whole or in part by the Company or one
of its affiliates (being an affiliate of, or person affiliated
with, the Company, including a person that directly, or indirectly
through one or more intermediate holding companies, controls or is
controlled by, or is under common control with, the Company), the
investment restrictions will be applied on a look-through
basis.
Where the calculation of an
investment restriction requires an analysis of underlying
investments held by a fund in which the Company is invested, such
calculation will be based on the information reasonably available
to the Portfolio Managers at the relevant time.
The Company will not be required to
dispose of any investment or to rebalance the portfolio as a result
of a change in the respective valuations of its assets. However,
the Portfolio Managers will regularly monitor the Company's
portfolio and make adjustments from time to time in light of the
above restrictions.
Borrowing policy
The Company may, from time to time,
use borrowings for investment and efficient portfolio management
purposes. Gearing will not exceed 10 per cent. of Net Asset Value,
calculated at the time of drawdown of the relevant borrowing,
except that there will be no re-calculation where a facility is
renewed, varied or replaced, and that there will be no
re-calculation at the time of a subsequent drawdown under the same
facility, provided that the absolute amount of borrowing is not
increased at the time of any subsequent renewal, variation,
replacement or subsequent drawdown.
Hedging and derivatives
Derivatives may be used for
investment purposes, efficient portfolio management or for currency
hedging purposes, although it is not expected that a material
proportion of the Company's investments will be denominated in
currencies other than pounds sterling and any such currency
exposure will not normally be hedged.
Where derivatives are used for
investment purposes, the Company does not intend to increase the
Company's gearing in excess of the limits set out in the borrowing
policy above, and any restrictions set out in the investment policy
shall apply equally to exposure through derivatives.
Cash management
The Company may hold cash on deposit
and may invest in cash equivalent investments, which may include
short-term investments in money market type funds ("Cash and Cash
Equivalents").
There is no restriction on the amount
of Cash and Cash Equivalents that the Company may hold and there
may be times when it is appropriate for the Company to have a
significant cash position instead of being fully or near fully
invested. Cash and Cash Equivalents will be held with approved
counterparties and in line with prudent cash management guidelines
agreed between the Board, AIFM and Portfolio Managers. For the
avoidance of doubt, the restrictions set out above in relation to
investing in listed-closed ended investment funds do not apply to
money market type funds.
Changes to the investment policy
No material change will be made to
the investment policy without the approval of Shareholders by
ordinary resolution. Non-material changes to the investment policy
may be approved by the Board.
In the event of a breach of the
investment policy set out above and the investment and gearing
restrictions set out therein, the AIFM shall inform the Board
without delay, and if the Board considers the breach to be
material, notification will be made to a Regulatory Information
Service.
Enquiries:
Schroder Investment Management Limited
Katherine Fyfe (Company
Secretarial)
Charlotte Banks
(PR)
020 7658 6000
About Schroder British Opportunities Trust plc
'SBO'
SBO invests in a diversified
portfolio of UK-focussed public and private equity companies with
long-term growth prospects.
Further information on the Company is
available at www.schroders.com/sbo
