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Annual Financial Report

18 Jun 2018 16:30

RNS Number : 7656R
Gabelli Value Plus+ Trust PLC
18 June 2018
 

GABELLI VALUE PLUS+ PLC

 

Annual results announcement for the year ended 31 March 2018

 

At a glance

 

GABELLI VALUE PLUS+ TRUST PLC ("GVP" or the "Company") was launched in February 2015 to invest in U.S. equities. Trading on the London Stock Exchange under the symbol GVP, the Company brings the "best of" Gabelli Funds through an actively managed fund investing in U.S. companies, giving UK investors direct access to the Gabelli value investment methodology. It incorporates a portfolio of Gabelli Funds all cap U.S. equity ideas with selective deployment of their classic merger arbitrage approach. The merger arbitrage approach aims to earn absolute returns in excess of short term interest rates, non-correlated with the overall equity markets.

 

Through its Investment Manager, Gabelli Funds, LLC, the Company provides access to Gabelli's core methodology, which has delivered annualised outperformance of the Standard & Poor's 500 Index of 5% since inception of the Gabelli business in 1977. The Company's investment portfolio is diversified across securities, capitalisations, sectors, and event time horizons; it is flexible through various market cycles and opportunistic where appropriate.

 

The Company is part of the lineage of Gabelli Closed-End Funds. The Gabelli Fund complex currently includes fourteen U.S.-based closed-end funds, two funds based in the UK, four exchange-traded managed funds, twenty-one open-end funds and a SICAV, which includes two sub-funds.

 

Financial Highlights

Performance (unadjusted for distributions)

As at

As at

31 March 2018

31 March 2017

Net asset value per share (cum income)

129.5p

139.7p

Net asset value per share (ex income)

128.9p

138.4p

Share price

116.0p

134.3p

Discount relative to the NAV (cum income)

10.4%

3.9%

Exchange Rate (US$/£)

1.40

1.25

 

Year ended

Year ended

Total returns

31 March 2018

31 March 2017

Net asset value per share#

(6.5%)

36.2%

Russell 3000 Value Index (£)

(4.5%)

37.7%

S&P 500 Index (£)

2.0%

34.4%

Share price†

(12.8%)

48.8%

Income

 

 

Revenue return per share

0.59p

1.31p

Ongoing charges*

 

 

Annualised ongoing charges**

1.35%

1.33%

Source: Investment Manager (Gabelli Funds, LLC), verified by the Administrator, State Street Bank and Trust Company.

#The net asset value ("NAV") total return for the year reflects the movement in the NAV, adjusted for the reinvestment of any dividends paid.

The total share price return for the year to 31 March reflects the movement in the share price during the year, adjusted to reflect the reinvestment of any dividends paid.

*Ongoing charges are calculated as a percentage of shareholders' funds using the average net assets over the year and calculated in line with the AIC's recommended methodology.

**The annualised ongoing charges are the recurring operating and investment management costs of the Company, expressed as a percentage of the average net assets. The breakdown is set out in the following table. Portfolio transaction charges are shown for transparency, although they do not form part of the ongoing charges under the AIC's recommended methodology.

 

 

Year ended

 

Year ended

 

 

 31 March 2018

 

31 March 2017

 

 

% of average

 

% of average

 

£000

Net assets

£000

Net assets

 

 

 

 

 

Revenue expenses

532

0.39

483

0.39

Investment management fees

1,293

0.96

1,148

0.94

 

1,825

1.35

1,631

1.33

Transaction costs

91

0.07

92

0.07

 

Chairman's Statement

 

Introduction

 

The Company's objective is to create value for shareholders by investing predominantly in the equity securities of U.S. Companies, of any market capitalisation. Our differentiated investment approach adopts the "Private Market Value with a Catalyst" strategy employed by our Investment Manager, Gabelli Funds LLC, details of which were set out in the Prospectus and are explained in the Investment Manager's Report which follows this statement.

 

This is the Company's third annual report to shareholders since we listed on the London Stock Exchange in 2015 and covers the 12 month period to 31 March 2018. The Board is always receptive to feedback, so if shareholders have any questions or comments please get in touch through the Company Secretary, whose contact details are at the end of this report.

 

Principal developments during the year under review

 

2017 saw an uplift in global stock market sentiment, as economic growth became more widely established, spreading beyond what had previously been a U.S.-led recovery. Economic growth forecasts improved through the year and, in December 2017, the passage of the U.S. Tax Cuts and Jobs Act led to further upward revisions for corporate profits, in addition to the earnings benefit flowing from economic growth. Inflation remained subdued, although there were some signs that a long period of undershooting expectations was coming to an end. The Federal Reserve continued to raise rates and by early 2018 there were indications that the interest rate cycle was turning up in other regions, albeit gradually.

 

The Company's net asset value ("NAV") total return was negative during the year, at (6.5%). In contrast to the previous year, currency factors were a headwind (with sterling rising by 11.7% versus the dollar) but performance was relatively poor compared with the wider Standard & Poors Composite market index, which delivered a positive total return of 2.0% in sterling terms. The share price total return of (12.8)% was impacted by a widening of the discount during the year. The Company's portfolio also underperformed specialised value sub-indices of the market (such as the Russell 3000 Value index) so there is no escaping that it was a disappointing result all round, especially coming after the exceptional absolute returns of the previous year.

 

A number of factors contributed to this underperformance. Aside from the general point that the Investment Manager's investment approach does not attempt to represent or track any index (so performance can be expected to diverge up or down from that of the broader market), for most of the year the portfolio held 20%-30% of its capital in areas not correlated to the market's direction. This included investments in announced merger situations and cash holdings. With the benefit of hindsight, this was unhelpful given that the market pushed persistently higher during the year, although over a full cycle both can be expected to help in more negative market conditions. This was also a year when market gains were led by a range of globally renowned technology platforms, such as Facebook, Apple, Amazon, Netflix and Google (collectively known by the acronym "FAANGs"). Whatever their investment merits, they are not suited to a value-based approach to investing, such as that of Gabelli Funds, LLC.

 

The Board is keenly aware that, despite the materially positive absolute returns achieved by the portfolio since listing, performance has so far fallen short of the gains in the wider market and the shares have been trading at a moderate discount for much of the past year. The Board is alert to these issues and closely monitors and questions performance with the Investment Manager at each Board meeting. The Board believes that the investment policy carried out is consistent with its initial prospectus and that it will prove its worth over a full market cycle, when the market rotates to pay attention to value stocks and becomes more concerned about downside resilience, after a long period of concentrating on momentum in growth stocks.

 

The Investment Manager's interests are aligned with those of other shareholders in two specific respects - the management fee is levied on market capitalisation, which means the fee is reduced when the shares trade at a discount to net asset value. Secondly, the Gabelli Group affiliate Associated Capital Group is our largest shareholder, with approximately 27% of the Company's shares so they participate fully in the ups and downs of performance. Whilst better performance cannot be achieved by simply wishing, our Investment Manager is highly focused on delivering the good performance that its value strategies have achieved in the past.

 

In March 2017, the Company announced that it was investigating the potential for a further issue of shares, to expand the size of the Company. As a result of a relative lack of interest in U.S. funds (due to the improving recovery in other regions), associated with a dull period of performance, the Company's plans to increase its size did not come to fruition during 2017. The Board's and Investment Manager's key priority remains to serve the interests of shareholders through seeking improved portfolio performance. The Board believes that the share rating would be likely to respond favourably to an upturn in performance which, in turn, could create an opportunity to expand the capital of the Company. The Board's motive in keeping this possibility in mind is to diversify the shareholder base, spread the fixed costs over a wider base and improve the trading liquidity for those wishing to buy and sell.

 

Gearing

 

During the past year, the Company has considered a range of options for using borrowing facilities as a means of adding to returns. Given that the Investment Manager was holding a net cash position for most of the year, this preparatory work was not implemented as it would have incurred costs without the funds being deployed to increase returns. The Company continues to keep its options under review and will consider establishing borrowing facilities when the time is right. It is envisaged that borrowings would normally not exceed 15% of net assets at the time of investment and, where appropriate, a net cash position may be held.

 

Dividend

 

The Company's portfolio is constructed with total return in mind, rather than any envisaged split between income and capital return. The portfolio yield is likely to vary materially relative to that on the U.S. stock market, according to the investment stock selections. Revenue earnings per share during the year were 0.59 pence per the Statement of Comprehensive Income, which compares with 1.3 pence in the previous year.

 

The Directors recommend a final dividend of 0.6 pence per share (2017: 1.2 pence). The proposed final dividend will be paid on 21 August 2018 to shareholders on the register at the close of business on 29 June 2018. The ex-dividend date is 28 June 2018.

 

Key Information Document ("KID")

 

The European Union's Packaged Retail Investment and Insurance based Products ("PRIIP's") Regulations cover Investment Trusts and the preparation of a KID. The Company's KID, prepared by its Alternative Investment Fund Manager ("AIFM") Gabelli Asset Management LLC is available on the Company's website. Investors should note that the processes for calculating the risks, costs and potential returns in the KID are prescribed by EU law and the Company and its AIFM have no discretion over the format or content of the document. The illustrated performance returns in the KID cannot be guaranteed and, together with the prescribed cost calculation and risk categorisation, may not reflect figures for the Company derived using other methods. Accordingly the Board recommends that investors also take account of information from other sources, including the Annual Report.

 

Outlook

 

Although markets started 2018 with a spring in their step, with solid economic growth in place worldwide and corporate earnings demonstrating rapid growth, this gave way to a more negative mood in late January. Initially, this was due to some economic releases suggesting that inflation could be rising, which might prompt central banks to increase interest rates by more than expected, thereby either negatively impacting growth or undermining equity valuations. Nevertheless, so far there are only limited signs that the benign period of low inflation is under threat.

 

However, just as markets were becoming more relaxed on this front the U.S. Administration announced a series of possible protectionist measures and tariffs, which led investors to fear that the global recovery might be brought to an end by a trade war associated with reciprocal measures restricting international trade. The initial U.S. announcements have since been tempered and are now being portrayed as a negotiating ploy to obtain concessions from trading partners, particularly China. At the time of writing, the end-game of this process is not clear, while the tweet-punctuated whimsicality of the U.S. leadership continues to keep markets guessing.

 

Fundamentally, the corporate sector can be seen as building value in 2018, measured by growth in earnings and investment plans. This positive driver is contending with worries about valuation (as well as the trade-driven concerns about the sustainability of the economic upturn) to produce more volatile conditions and a correction in values. This argues for a selective approach to equity investment, which should play to the strengths of active managers such as our own. If this proves to be a better year for Main Street (i.e. the economy) than Wall Street (after several years when markets were more buoyant than the economy) it is possible that investors will focus anew on the more cyclical "value" stocks in the market, after a decade of value underperformance. The Company's distinctive Private Market Value with a CatalystTM approach to investing is well placed to benefit from such a switch, although its timing cannot be predicted.

 

Annual General Meeting ("AGM")

 

Our AGM will be held at Dukes Hotel, 35 St James's Place, London, SW1A 1NY on Tuesday, 14 August 2018 at 11 am (BST).

 

Formal notice of the meeting will be sent to shareholders when the Annual Report is published. I and the rest of the Board look forward to meeting you then.

 

Having been Chairman of the Board since the Company's listing in February 2015, I shall not be standing for re-election at this year's AGM. Three and a half years is a good stint and in my view refreshment is best timed when (I hope) nobody thinks it is overdue. Jonathan Davie will take over as Chairman following the AGM and Kasia Robinski will succeed Jonathan as Chair of the Audit and Management Engagement Committee. I wish Jonathan, the Company and shareholders success and prosperity in the future.

 

Andrew Bell

Chairman of the Board

18 June 2018

 

Investment Policy

 

The Company will seek to meet its investment objective by investing predominantly in equity securities of U.S. Companies of any market capitalisation.

 

In selecting such securities the Manager will utilise its proprietary Private Market Value ("PMV") with a CatalystTM methodology. PMV is the value that the Investment Manager believes an informed industrial buyer would be willing to pay to acquire an entire company. The Manager arrives at a PMV valuation by a rigorous assessment of fundamentals (focusing on the balance sheet, earnings, and free cash flow) from publicly available information and judgement gained from its comprehensive, accumulated knowledge of a variety of sectors.

 

The Manager's fundamental research seeks to identify investments typically featuring, but not limited to, differentiated franchise businesses with organic cash flow, balance sheet opportunities, and operational flexibility. The Manager will seek to identify businesses whose securities trade in the public markets at a significant discount to their PMV estimate which the Manager refers to as a "Margin of Safety."

 

Having identified such securities, the Manager will seek to identify one or more "catalysts" that will help to narrow or eliminate the Margin of Safety. Catalysts can come in many forms, including, but not limited to, corporate restructurings (such as demergers and asset sales), operational improvements, regulatory or managerial changes, special situations (such as liquidations), and mergers and acquisitions.

 

The Manager seeks value creation is sought through its process of bottom-up stock selection and its implementation of a disciplined portfolio construction process.

 

Once fully invested, the Company anticipates having a portfolio consisting typically of between 40 to 60 holdings. It is anticipated that these holdings will represent the majority of the portfolio. The Company may have more or fewer holdings from time to time depending upon the nature of the portfolio and market conditions.

 

In addition to equity securities of U.S. companies, the Company may (subject to certain investment restrictions) also invest in other securities from time to time, including non-U.S. securities, convertible securities, fixed interest securities, preferred stock, non-convertible preferred stock, depositary receipts, warrants, and other rights. Subject to the investment restrictions, there is no limitation on the number of investments which may be exposed to any one type of catalyst event, including demergers, restructurings, or announced mergers and acquisition.

 

The Company may invest in derivatives for efficient portfolio management and for investment purposes. Any use of derivatives for efficient portfolio management and for investment purposes will be subject to the investment restrictions.

 

There has been no change to the investment policy since the launch of the Company in February 2015. No material change will be made without shareholder approval.

 

Investment Manager's Review

 

Gabelli Methodology

 

Gabelli Funds would like to thank Shareholders for entrusting a portion of their assets to the Gabelli Value Plus+ Trust Plc (the "Company" or "GVP"). We appreciate the confidence and trust you have offered our organisation through an investment in GVP. Today, as we have for over forty years, we remain vigilant in the application of our investment philosophy and in our search for opportunities. In this context, let us outline our investment methodology and the investment environment during the year to 31 March 2018.

 

We at Gabelli are active, bottom up, value investors, and seek to achieve real capital appreciation (relative to inflation) over the long term, regardless of market cycles. We achieve returns through investing in businesses utilising our proprietary Private Market Value ("PMV") with a Catalyst™ methodology. PMV is the value that we believe an informed buyer would be willing to pay to acquire an entire company in a private transaction. Our team arrives at a PMV valuation by a rigorous assessment of fundamentals from publicly available information and judgment gained from our comprehensive, accumulated knowledge of a range of sectors. We focus on the balance sheet, earnings, free cash flow, and the management of prospective companies. Our portfolios are not index benchmarked, and we construct them agnostic of market capitalisation and index weightings. We have invested this way since 1977.

 

Our research process identifies differentiated franchise businesses, typically with strong organic cash flow characteristics, balance sheet opportunities, and operational flexibility. We seek to identify businesses whose securities trade in the public markets at a significant discount to our estimates of their PMV estimate, or "Margin of Safety". Having identified such securities, we look to identify one or more "catalysts" that will narrow or eliminate the discount associated with that "Margin of Safety".

 

Catalysts can come in many forms, including, but not limited to, corporate restructurings (such as demergers and asset sales), operational improvements, regulatory or managerial changes, special situations (such as liquidations), and mergers and acquisitions.

 

It is through this process of bottom-up stock selection and the implementation of disciplined portfolio construction that we expect to create value for shareholders.

 

In Review

 

In stock market terms, the first quarter of 2018 (and the last fiscal quarter for the Company) was somewhat different from what we have been experiencing recently in the U.S. stock market. Up until this quarter, the U.S. stock market (in U.S. dollar terms) had been going up for many quarters in a row. In this quarter, however, the stock market was actually down slightly; something we have not recently seen. Another marked difference in the quarter was that volatility returned to the stock market. One way to measure volatility is to look at the number of days when the stock market, as measured by the Standard & Poors ("S&P") 500 Index, was up or down by at least 1% in one trading day. During all of 2017, the S&P 500 only had eight such trading days, a very low number. During the first quarter of 2018 there were twenty-three such daily moves of at least 1%. So volatility is back, and as long term investors know well, the stock market does not always go up in the short term.

 

Absolute returns in your portfolio, in U.S. dollar terms, were strong in calendar year 2017, and we look forward to an acceleration in U.S. corporate earnings growth and deal activity in 2018. Volatility, as mentioned above, has started to come back into the market, and we expect it to stay with us. Market corrections and economic recessions are inevitable, and indeed necessary, for the proper functioning of our capitalist system. We remain alert and prepared for most eventualities, and believe our PMV with a CatalystTM approach will continue to deliver superior risk-adjusted results over the long term.

 

The Economy

 

The U.S. economy grew at an impressive rate of approximately 3.0% in real terms during 2017, and we expect that the economy will continue to grow by the same amount during 2018. Inflation has started to move up ever so slightly, and we expect, as measured by the consumer price index, it will hover just above 2% for 2018, a level that central bankers should be comfortable with as they gradually raise short term rates. The U.S. unemployment rate, at approximately 4%, stands at a ten year low. Housing starts of about 1.3 million units continue their steady increase, but remain comfortably below the prior peak of 2.2 million units.

 

The U.S. economic expansion has been going on since June 2009, according to the National Bureau of Economic Research. This means we are about to enter the second longest economic expansion in the country, beating the 106-month expansion of the 1960s. The longest economic expansion was from 1991-2001; we will have to wait another year to see if it can beat that performance and establish the longest economic expansion documented in U.S. history, with records predating the civil war.

 

The State of Washington D.C.

 

Since late 2017, a rising stock market was based on a "Trump Bump", consisting of (a) tax reform; (b) deregulation; and (c) fiscal stimulus. To date, the Trump administration has delivered on the first two objectives and, through tax cuts, partly on the third. Fiscal stimulus could become a larger part of the picture in 2018, if an infrastructure bill gets passed and military spending goes up, both of which the administration would like to do. The new tax bill, which lowers the Federal corporate tax rate to 21%, will make U.S. corporate taxes very competitive with other members of the Organization for Economic Cooperation and Development ("OECD"), which is a major positive for the U.S. economy and the U.S. stock market. Your portfolio is well positioned to capture the benefits of the lower corporate taxes, as it includes a material weighting of smaller and mid-size U.S. firms, which have historically paid higher effective tax rates and whose revenues are centered on domestic operations. Many U.S. individual taxpayers will see lower taxes, with reduced rates and an increased standard deduction, but higher income households in higher state and local tax ("SALT") geographies could see an increase. Deregulation in the energy, financial and media/telecom sectors has already unleashed corporate animal spirits. We expect more deregulation to come from this administration.

 

The State of the Federal Reserve (the "Fed")

 

Notwithstanding excitement about potential tax windfalls, the most powerful market force coming out of Washington during the past few years has come from the Fed. Through open market activity and three rounds of quantitative easing ("QE"), the Fed slashed short term interest rates from 4.5% before the 2008-2009 financial crisis to nearly zero, lifting asset prices everywhere. The Fed began tapping the brakes by tapering QE in October 2014, and has now raised rates seven times, the latest of which took the Fed Funds rate to a range of 1.75% - 2.00%. The Fed started shrinking its balance sheet, with current expectations for two additional rate increases in 2018, and maybe three in 2019, which would ratchet the Fed Funds rate to 3.0%. Newly appointed Fed Chairman Jerome H. ("Jay") Powell, a centrist and former banker, will likely continue on this path.

 

Over the long term, the Fed's "normalisation" of rates is healthy for the economy, but the timing of this process has been the subject of debate, given a lack of inflation. The last two rate hike cycles ended in market dislocations in 2001 and 2007, but the circumstances in each were very different from today. A future recession may be unavoidable, but it need not be triggered by the Fed anytime soon. What is clear, however, is that monetary policy has gone from being a tailwind to being a headwind for the economy and the market.

 

Performance Summary 2017/18

 

The absolute decline in the net asset value ("NAV") can be entirely attributed to the decline of 12% in the Sterling value of the U.S. Dollar. In Dollar terms the NAV rose, albeit by less than the market (as measured on the S&P Composite Index). The level of markets was largely driven by growth stocks, with particularly strong performances coming from the shares of technology companies. Our Private Market Value approach focuses on well managed companies, whose shares trade at particularly attractive values.

 

During the year our best five contributors to our returns were our holdings in the shares of Hewlett Packard Enterprise, Ryman Hospitality Properties, Viacom Inc., Harris Corp. and Myers Industries. By contrast our holdings in EW Scripps Co, Mueller Industries Inc., Navistar International Corp., DISH Network Corp. and Bank of New York Mellon Corp. detracted from returns.

 

Let's Talk Stocks - Selected Portfolio Holdings

 

We have included below a discussion of portfolio holdings. Quoted prices are as at 31 March 2018.

 

Bank of New York Mellon Corp (BK - $51.31 - NYSE) is a global leader in providing financial services to institutions and individuals. The company operates in more than one hundred markets worldwide and strives to be the global provider of choice for investment management and investment services. As of 31 December 2017, the firm had $33.3 trillion in assets under custody and $1.9 trillion in assets under management. Going forward, we expect BK to benefit from rising global incomes and the cross border movement of financial transactions. We believe BK is also well positioned to grow earnings in a rising interest rate environment, given its large customer cash deposits and significant loan book.

 

HERC Holdings Inc. (HRI - $64.95 - NYSE), based in Bonita Springs, Florida, is the third largest equipment rental company in the United States after United Rentals and Sunbelt Rentals (owned by Ashtead). HRI was spun out of parent Hertz on June 30, 2016. Underemphasized as part of a significantly larger car rental company, HRI now has the opportunity to improve profitability to levels more commensurate with peers as a standalone entity, which has the potential to create significant value for shareholders. Ultimately, we view HRI as an attractive acquisition candidate. We continue to see operating improvement at HERC, which will help drive stronger earnings, particularly in the context of a growing equipment rental market.

 

Navistar International Corp. (NAV - $34.97 - NYSE), based in Lisle, Illinois, manufactures Class 4-8 trucks, buses, and defense vehicles, as well as diesel engines and parts for the commercial trucking industry. NFC, a wholly-owned subsidiary, provides financing of products sold by the company's truck segment. Navistar has continued to see its operations and market share improve, following a September 2016 $256 million (16.6% stake) investment by Volkswagen. More recently, Volkswagen provided more information on its intention to separate its Truck & Bus division, which owns the VW brand, as well as MAN and Scania in Europe. This separation increases the likelihood that VW Truck & Bus will seek to buy Navistar outright in the future.

 

Republic Services Inc. (RSG - $66.23 - NYSE), based in Phoenix, Arizona, became the second largest solid waste company in North America after its acquisition of Allied Waste Industries in December 2008. Republic provides nonhazardous solid waste collection services for commercial, industrial, municipal, and residential customers in thirty-nine states and Puerto Rico. Republic serves more than 2,800 municipalities and operates 195 landfills, 204 transfer stations, 343 collection operations, and 90 recycling facilities. Since the Allied merger, Republic has benefited from synergies driven by route density, beneficial use of acquired assets, and reduction in redundant corporate overhead. Republic is committed to its core solid waste business. While other providers have strayed into alternative waste resource technologies and strategies, we view Republic's plan to remain steadfast in the traditional solid waste business positively. We expect continued solid waste growth acquisitions, earnings improvement, and incremental route density and internalization growth in already established markets to generate real value in the near to medium term, highlighting the company's potential.

 

Ryman Hospitality Properties Inc. (RHP - $77.45 - NYSE) is the owner/ operator of four large convention-centric hotels under the Gaylord brand. It also owns the Opryland brand and entertainment complex in Nashville, the city of its origin. As such, it has benefited from the growth in country music and consumer preference for live entertainment. The company's hotels are group-focused, and bookings have remained strong due to steady economic expansion in the United States and limited supply growth within the group-focused hotel market segment. Future growth will come from new hotels, likely established as joint ventures, and investment into existing properties, as well as development of live entertainment venues, the first of which opened in New York City's Times Square in December. The company, which is structured as a REIT (real estate investment trust), provides a tax efficient dividend stream underwritten by the consistency of its cash flow. In time, we expect management to unlock additional value by executing a tax-free spin-off of the entertainment business.

 

Twenty-First Century Fox Inc (FOXA - $36.69 - NASDAQ) is a diversified media company with operations in cable network television, television broadcasting, and filmed entertainment. FOX is in the process of selling the company's cable, international, and entertainment assets and is benefiting from a bidding competition between Disney and Comcast. Following the transaction, FOXA will consist of Fox News and The Fox Broadcasting Company. The company's concentration in live news and sports programming will be a significant advantage, as it negotiates with both traditional and entrant distributors. Pro forma for CMCSA's most recent bid, FOXA is trading at 8x EBITDA.

 

Gabelli Funds, LLC

18 June 2018

 

Portfolio Summary

 

Portfolio distribution as at 31 March 2018 (%)*

 

As at 31 March 2018

 

Portfolio of GVP

S&P 500

Russell 3000 Value

Industrials

22.8

10.2

8.5

Financials

21.2

14.8

27.3

Consumer Discretionary

21.1

12.7

7.1

Information Technology

12.5

24.8

9.2

Materials

7.2

2.9

3.1

Health Care

5.5

13.7

13.1

Consumer Staples

3.6

7.6

7.6

Real Estate

2.4

2.7

5.2

Telecommunication Services

1.4

1.9

2.7

Utilities

1.4

2.9

5.9

Energy

0.6

5.8

10.3

Other

0.3

-

-

Total

100.0

100.0

100.0

* Excludes cash and short term investments

 

 

 

 

 

 

By asset class (%)

 

 

 

 

 

As at

As at

 

 

31 March 2018

31 March 2017

Equities

 

94.9

83.3

Fixed income investments

 

-

0.3

Cash and short term investments

 

5.1

16.4

Total

 

100.0

100.0

 

Largest holdings

 

As at 31 March 2018

 

Market value

% of total

 

£000

portfolio

Republic Services Inc

5,902

4.7

Herc Holdings Inc

5,118

4.1

PNC Financial Services Group

4,958

4.0

Bank of New York Mellon Corp

4,665

3.7

DST Systems Inc

3,038

2.4

Ryman Hospitality Properties

3,037

2.4

Viacom Inc#

2,980

2.4

CSRA Inc

2,938

2.4

State Street Corp

2,842

2.3

The EW Scripps Co

2,834

2.3

Navistar International Corp

2,816

2.3

Myers Industries Inc

2,783

2.2

Mueller Industries Inc

2,331

1.9

Allergan Plc

2,159

1.7

Twenty First Century Fox

2,019

1.6

Tredegar Corp

1,965

1.6

Blackhawk Network Holdings

1,910

1.5

Discovery Inc

1,910

1.5

MGM Resorts International

1,797

1.4

Callidus Software Inc

1,791

1.4

Sub-total/Top 20 positions

59,793

47.8

Other holdings*: 100 positions

64,964

52.2

Total holdings: 120 positions

124,757

100.0

* Excludes cash and short term investments.

 

# Includes holdings in both A and B class shares.

 

Strategy

 

The Company's strategy is to generate returns for its shareholders by pursuing its investment objective while mitigating shareholder risk, by investing in a diversified spread of equity investments. Through a process of bottom-up stock selection and the implementation of disciplined portfolio construction, we aim to create value for the Company's shareholders.

 

Business Model

Please see the Investment Manager's Report.

 

Gearing Policy

The Company has the authority under its Articles of Association to borrow up to 40% of its shareholders' funds (measured at the time of investment) but this is subject to practical constraints, including a test of prudence. In practice, the Company's policy is that it would not normally employ gearing of more than 15% of its net assets (calculated at the time of investment). During the year under review, the Company had no borrowings, but this is kept under review in the light of prevailing investment circumstances.

 

Our Key Performance Indicators ("KPIs")

 

The Board recognises that it is share price performance that is most important to the Company's shareholders.

 

Fundamental to share price performance is the performance of the Company's net asset value. The central priority is to generate returns for the Company's shareholders through net asset value and share price total return, and discount management.

 

For the year ended 31 March 2018, the Company's KPIs as monitored closely by the Board at each meeting, are listed below:

 

 

As at 31 March 2018

 

%

Net Asset Value Total Return

(6.5)

Share Price Total Return

(12.8)

Discount to Net Asset Value

(10.4)

 

Principal Risks

 

The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, which are set out below, together with details of how these have been mitigated or managed, where appropriate.

 

Investment Portfolio Risks

 

One of the main risks of an investment in GVP is a decline in the U.S. equity markets. This is best mitigated by investing in a diversified portfolio and by adhering to a carefully monitored series of investment restrictions, enabled by automated pre-trade compliance features and daily review of trade tickets. These strictures mandate that no single security purchase can, at the time of investment, account for more than 10% of the gross assets of the Company; no more than 15% of the gross assets, at the time of purchase, can be invested in securities issued by companies other than U.S. companies; and no more than 25% of the gross assets, at the time of purchase, can be exposed to any one industry as defined by the Morgan Stanley Capital Industry groups according to the GICS (GlobaI Industry Classification Standards) categorisations. In addition, the Board meets the portfolio management team quarterly at the Board meetings to review the risk factors and their effect on the portfolio, and a thorough analysis of the investment strategy is completed.

 

Global Macro Event Risks

 

Global instability or events could undermine the overall markets and therefore affect the Company's share price and NAV. To this end, global economic, geopolitical, and financial conditions are constantly monitored. Diversification of Company assets is incorporated into the investment strategy, and if disruptive events occur, the Manager may be prepared to adopt a temporary defensive position and invest some or all of the Company's portfolio in cash or cash equivalents, money market instruments, bonds, commercial paper, or other debt obligations with banks or other counterparties, with appropriate ratings as determined by an internationally recognised rating agency and approved by the Board. Another option is the investment in "government and public securities" as defined for the purposes of the Financial Conduct Authority Handbook.

 

Operational Risks

 

The operational functions of the Company are outsourced to third parties, which include Computershare (registrar and receiving agent), State Street (custodian, administrator, and depositary), Maitland Administration Services Limited (company secretary), and Peel Hunt (shareholder communications). Disruptions to the systems at these companies or control failures could impact the Company. All of these third parties report to the Company on a regular basis and their reports and representations are reviewed by the Board and the Investment Manager.

 

Corporate Governance and Regulatory Risks

 

The Company can suffer damage to its reputation through poor corporate governance. The Board actively performs self-assessments of compliance with best governance practices. Also, shareholder discontent due to a lack of appropriate communications and/ or inadequate financial reporting could cause shareholders to reduce or liquidate their positions, which could impact the market price of the shares. The Board is in contact with its major shareholders on a regular basis, and it monitors shareholder sentiment. In addition, regulatory risks, in the form of failure to comply with mandatory regulations, could have an impact on the Company's continuity. The Company receives, and responds to, guidance from both its outside and internal advisors on compliance with the Listing Rules, and Disclosure and Transparency Rules, as well as other applicable regulations.

 

Tax Risks

 

In order to qualify as an investment trust, the Company must comply with Section 1158-59 of the Corporation Tax Act 2010. A breach of these sections could result in the Company losing investment trust status and, as a consequence, capital gains realised within the Company's portfolio would be subject to Corporation Tax. The criteria are monitored by both the Board and the Investment Manager.

 

Market Price of the Shares may Trade at a discount to Net Asset Value

 

The market price of the Company may fall below the NAV. To address a discount, the Company has made use of share buy-backs, through which shares are repurchased when trading at a discount from NAV, up to a maximum percentage of 14.99% of its issued share capital. In addition, as discussed under "Corporate Governance and Regulatory Risks," the Company has increased its shareholder communications programmes to increase its visibility and interaction with existing and potential investors.

 

Merger and Event Driven Risks

 

This risk is inherent to the mergers and acquisitions component of the Company's strategy and addresses the possibility that a deal does not go through, is delayed beyond the original closing date, or that the terms of the proposed transactions change adversely. This risk is addressed by the portfolio management team's careful selection and active monitoring of mergers and acquisitions deals, and maintaining a thorough knowledge of the selected securities in the portfolio.

 

For discussion of additional risks, please refer to Note 11 to the financial statements in the Annual Report and Accounts.

 

Viability Statement

 

In accordance with the provisions of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months referred to in the 'Going Concern' guidelines.

 

The Board conducted this review for a period of five years. This period was selected as it is aligned with the Company's investment objective of achieving capital appreciation and the Company's long-term investment horizon. In making this assessment the Board also considered the Company's principal risks.

 

Investment trusts in the UK operate in a well established and robust regulatory environment and the Directors have assumed that:

 

• Investors will continue to want to invest in closed-end investment trusts because the fixed capitalisation structure is better suited to pursuing the Investment Manager's proprietary long term PMV investment strategy;

 

• The Company's remit of investing predominantly in the securities of U.S. listed companies will continue to be an activity to which investors will wish to have exposure. (Many closed-end funds were originally created in the UK to facilitate investment in the "New World.")

 

As with all investment vehicles, there is a risk that the performance of individual investments will vary and that capital may be lost, but this is not regarded as a threat to the viability of the Company. Operationally, the Company retains title to all assets, and cash and securities are held with a custodian bank approved by the Investment Manager and the Board.

 

The nature of the Company's investments means that solvency and liquidity risks are low because:

 

• The Company's portfolio is invested mainly in readily realisable, listed securities;

 

• The closed-end nature of the Company means that, unlike an open-ended fund, it does not need to realise investments when shareholders wish to sell their shares; and

 

• The expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments currently foreseen which would alter that position.

 

Taking these factors into account, the Directors confirm that they have a reasonable expectation that the Company will continue to operate and meet its expenses as they fall due over the next five years.

 

The Company's portfolio consists of North American investments, accordingly, the Company believes that the "Brexit" process will not materially affect the prospects for the Company, but the Board and Investment Manager will continue to keep developments under review.

 

Andrew Bell

Chairman of the Board

18 June 2018

 

Related party transactions

 

During the year ended 31 March 2018, with the exception of Investment Management fees, Directors' remuneration, Directors' shareholdings, secretarial fees, and other administrative fees, the Company paid brokerage commissions on security trades of £61,201 (2017: £86,935) to G.research, LLC, an affiliate of the Investment Manager.

 

Details of the fees payable to the Investment Manager are set out in note 3.

 

At 31 March 2018, the Board comprised five independent non-executive directors. All of the Directors are independent of the Company's Investment Manager

 

For the year ended 31 March 218:

 

Remuneration

Fees per annum

Chairman of the Board

£35,000

Director of the Board

£25,000

Additional fee for Chair of the Audit and Management Engagement

 

Committee

£7,500

Additional fee for the Chair of the Nomination Committee

£2,500

 

Directors' Interests

 

The interests of the Directors (including their connected persons) in the Company's share capital are as follows:

 

 

Ordinary shares of

 

£0.01

 

As at

As at

Directors

31 March 2018

31 March 2017

Andrew Bell

100,000

100,000

Rudolf Bohli

-

-

Jonathan Davie

-

-

Richard Fitzalan Howard

36,000

36,000

Kasia Robinski

150,000

150,000

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

 

The Companies Act of 2006 requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under the Companies Act of 2006 the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing the financial statements, the Directors are required to:

 

• select suitable accounting policies and then apply them consistently;

 

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;

 

• make judgements and accounting estimates that are reasonable and prudent; and

 

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

 

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model, and strategy.

 

Each of the Directors, whose names and functions are listed in the Directors' Report confirms that, to the best of their knowledge:

 

• the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Principles (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law), give a true and fair view of the assets, liabilities, financial position, and profit of the Company; and

 

• the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

By order of the Board

 

Andrew Bell

Chairman of the Board

18 June 2018

 

Statement of Comprehensive Income

 

 

Year ended 31 March 2018

Year ended 31 March 2017

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

Note

£000

£000

£000

£000

£000

£000

Dividend

 

 

 

 

 

 

 

income

 

1,743

-

1,743

2,443

-

2,443

Interest on

 

 

 

 

 

 

 

deposits

 

23

-

23

2

-

2

Interest on

 

 

 

 

 

 

 

fixed income

 

 

 

 

 

 

 

securities

 

5

-

5

10

-

10

Total

 

 

 

 

 

 

 

dividends

 

 

 

 

 

 

 

and interest

 

1,771

-

1,771

2,455

-

2,455

Net realised

 

 

 

 

 

 

 

and unrealised

 

 

 

 

 

 

 

(losses)/gains

 

 

 

 

 

 

 

on investments

2

-

(7,321)

(7,321)

-

36,249

36,249

Net realised

 

 

 

 

 

 

 

and unrealised

 

 

 

 

 

 

 

currency

 

 

 

 

 

 

 

(losses)/gains

 

(24)

(1,274)

(1,298)

19

344

363

Investment

 

 

 

 

 

 

 

management

 

 

 

 

 

 

 

fee

3

(323)

(970)

(1,293)

(287)

(861)

(1,148)

Other

 

 

 

 

 

 

 

expenses

3

(532)

(13)

(545)

(483)

-

(483)

Net return on

 

 

 

 

 

 

 

ordinary

 

 

 

 

 

 

 

activities

 

 

 

 

 

 

 

before finance

 

 

 

 

 

 

 

costs and

 

 

 

 

 

 

 

taxation

 

892

(9,578)

(8,686)

1,704

35,732

37,436

Interest

 

 

 

 

 

 

 

expense and

 

 

 

 

 

 

 

similar

 

 

 

 

 

 

 

charges

 

(49)

-

(49)

(13)

-

(13)

Net return on

 

 

 

 

 

 

 

ordinary

 

 

 

 

 

 

 

activities

 

 

 

 

 

 

 

before taxation

 

843

(9,578)

(8,735)

1,691

35,732

37,423

Taxation on

 

 

 

 

 

 

 

ordinary

 

 

 

 

 

 

 

activities

5

(251)

-

(251)

(383)

-

(383)

Net returns

 

 

 

 

 

 

 

attributable to

 

 

 

 

 

 

 

shareholders

 

592

(9,578)

(8,986)

1,308

35,732

37,040

Net returns

 

 

 

 

 

 

 

per ordinary

 

 

 

 

 

 

 

share - basic

6

0.59p

(9.58)p

(8.99)p

1.31p

35.75p

37.06p

and diluted

 

 

 

 

 

 

 

 

The total columns of this statement are the profit and loss accounts of the Company.

 

The revenue and capital items are presented in accordance with the AIC's Statement of Recommended Practice ("SORP") issued in 2014, and updated in 2017.

 

All revenue and capital items in the above statement derive from continuing operations.

 

No operations were acquired or discontinued in the year ended 31 March 2018.

 

Statement of Changes in Equity

 

 

Called up

Special

 

 

 

 

 

 

Share

Distributable

Capital

Revenue

 

 

Year ended

 

Capital

Reserve*

Reserve

Reserve*

Total

 

31 March 2018

Note

£000

£000

£000

£000

£000

 

Net assets as at

 

 

 

 

 

 

 

1 April 2017

 

1,001

98,200

39,223

1,394

139,818

 

Realised gains

 

 

 

 

 

 

 

on investments

 

 

 

 

 

 

 

at fair value

 

-

-

4,906

-

4,906

 

Capital

 

 

 

 

 

 

 

distributions

 

 

 

 

 

 

 

received

 

-

-

23

-

23

 

Unrealised losses

 

 

 

 

 

 

 

on investments

 

 

 

 

 

 

 

at fair value

 

-

-

(12,250)

-

(12,250)

 

Realised

 

 

 

 

 

 

 

currency losses

 

-

-

(1,274)

-

(1,274)

 

Capital expenses

 

-

-

(983)

-

(983)

 

Ordinary shares

 

 

 

 

 

 

 

bought back

 

 

 

 

 

 

 

into treasury

 

-

(194)

-

-

(194)

 

Transfer to

 

 

 

 

 

 

 

revenue reserve

 

 

 

 

 

 

 

for the year

 

-

-

-

592

592

 

Dividends paid

 

-

-

-

(1,201)

(1,201)

 

Net assets as at

 

 

 

 

 

 

 

31 March 2018

6

1,001

98,006

29,645

785

129,437

 

Year ended

 

 

 

 

 

 

 

31 March 2017

 

 

 

 

 

 

 

Net assets as at

 

 

 

 

 

 

 

1 April 2016

 

1,001

98,099

3,491

386

102,977

 

Realised gains

 

 

 

 

 

 

 

on investments

 

 

 

 

 

 

 

at fair value

 

-

-

11,767

-

11,767

 

Capital

 

 

 

 

 

 

 

distributions

 

 

 

 

 

 

 

received

 

-

-

25

-

25

 

Unrealised gains

 

 

 

 

 

 

 

on investments

 

 

 

 

 

 

 

at fair value

 

-

-

24,457

-

24,457

 

Realised currency

 

 

 

 

 

 

 

gains

 

-

-

344

-

344

 

Capital expenses

 

-

-

(861)

-

(861)

 

Ordinary shares

 

 

 

 

 

 

 

bought back

 

 

 

 

 

 

 

into treasury

 

-

(431)

-

-

(431)

 

Sale of

 

 

 

 

 

 

 

treasury shares

 

-

532

-

-

532

 

Transfer to

 

 

 

 

 

 

 

revenue reserve

 

 

 

 

 

 

 

for the year

 

-

-

-

1,308

1,308

 

Dividends paid

 

-

-

-

(300)

(300)

 

Net assets as at

 

 

 

 

 

 

 

31 March 2017

6

1,001

98,200

39,223

1,394

139,818

 

 

Statement of Financial Position

 

 

As at 31 March 2018

As at 31 March 2017

 

Note

£000

£000

£000

£000

Fixed assets

 

 

 

 

 

Investments held at fair

 

 

 

 

 

value through profit or loss

2

 

124,757

 

116,671

Current assets

 

 

 

 

 

Cash and cash equivalents

 

6,661

 

22,848

 

Receivables

 

278

 

732

 

 

 

6,939

 

23,580

 

Current liabilities

 

 

 

 

 

Payables

 

(2,259)

 

(433)

 

Net current assets

 

 

4,680

 

23,147

Net assets

 

 

129,437

 

139,818

Capital and reserves

 

 

 

 

 

Called-up share capital

7

1,001

 

1,001

 

Special distributable

 

 

 

 

 

reserve *

 

98,006

 

98,200

 

Capital reserve

 

29,645

 

39,223

 

Revenue reserve *

 

785

 

1,394

 

Total shareholders'

 

 

 

 

 

funds

 

 

129,437

 

139,818

Net asset value per

 

 

 

 

 

ordinary share

6

 

129.5p

 

139.7p

 

* These reserves are distributable.

 

Gabelli Value Plus+ Trust Plc is registered in England and Wales under Company number 9361576.

 

The financial statements were approved by the Board of Directors on 18 June 2018 and signed on its behalf by

 

Andrew Bell

Chairman

 

Notes to the Financial Statements

 

1 Accounting policies

 

(a) Basis of preparation - For the year ended 31 March 2018, the Company applied FRS 102 - The Financial Reporting Standard applicable in the UK and Republic of Ireland, which forms part of the revised Generally Accepted Accounting Practice (UK GAAP) issued by the Financial Reporting Council ('FRC') in 2015.

 

These financial statements have been prepared on a going concern basis in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, FRS 102 issued by the FRC in September 2015, the revised Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the AIC in November 2014 and updated in January 2017 and Companies Act 2006.

 

Going concern - Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

 

Statement of estimation uncertainty - In the application of the Company's accounting policies, the Investment Manager is required to make judgements, estimates, and assumptions about carrying values of assets and liabilities that are not always readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates. There have been no significant judgements, estimates, or assumptions for the year.

 

Cash flow statement - The statement of cash flows has not been included in the financial statements as the Company meets the conditions set out in paragraph 7.1A of FRS 102, which state that a statement of cashflows is not required to be provided by investment funds that meet all of the following conditions:

 

(i) substantially all of the entity's investments are highly liquid;

 

(ii) substantially all of the entity's investments are carried at market value; and

 

(iii) the entity provides a statement of changes in net assets.

 

(b) Income recognition - Revenue from investments (other than special dividends), including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex-dividend, or where no ex-dividend date is quoted, when the Company's right to receive payment is established. Franked investment income is stated net of the relevant tax credit. Other income includes any taxes deducted at source. Special dividends are credited to capital or revenue, according to the circumstances. Scrip dividends are treated as unfranked investment income; any excess in value of the shares received over the amount of the cash dividend is recognised as a capital item in the Statement of Comprehensive Income.

 

(c) Expenses - The investment management fees are allocated seventy-five percent to capital and twenty-five percent to revenue in the Statement of Comprehensive Income in accordance with the Board's expected long term split of returns in the form of capital gains and revenue, respectively. Interest receivable and payable and management expenses are treated on an accruals basis. All other expenses are charged to revenue except where they directly relate to the acquisition or disposal of an investment, in which case, they are added to the cost of the investment or deducted from the sale proceeds.

 

(d) Investments - Investments have been designated upon initial recognition at fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments are valued at fair value. Movements in the fair value of investments and gains/losses on the sale of investments are taken to the Statement of Comprehensive Income as capital items.

 

The Company's listed investments are fair valued using the closing bid price of the valuation date.

 

(e) Foreign currency - Foreign currencies are translated at the rates of exchange prevailing on the year end date. Revenue received/receivable and expenses paid/payable in foreign currencies are translated at the rates of exchange prevailing at the transaction date.

 

(f) Fair value - All financial assets and liabilities are recognised in the financial statements at fair value.

 

(g) Dividends payable - Interim and final dividends are recognised in the period in which they are declared.

 

(h) Capital reserve - Capital distributions received, realised gains or losses on investments that are readily convertible to cash, and capital expenses are transferred to the capital reserve. Share buy backs are funded through the capital reserve, with details of buy backs disclosed in note 7.

 

(i) Taxation - The tax effect of different items of income/gains and expenditure/losses is allocated between revenue and capital on the same basis as the particular item to which it relates, under the marginal method, using the Company's effective rate of tax. Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the period end date where transactions of events that result in an obligation to pay more or a right to pay less tax in future have occurred at the period end date measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods.

 

(j) Functional and presentation currency - The functional and presentation currency of the Company is GBP sterling.

 

(k) Alternative Performance Measures ("APM's") The Company's APMs are set out in the glossary in the Annual Report and Accounts.

 

2 Investments at fair value through profit or loss

 

As at

As at

 

31 March 2018

31 March 2017

 

£000

£000

Opening valuation

116,671

88,466

Opening unrealised (gains)/losses on investments

(23,249)

1,208

Opening cost

93,422

89,674

Add: additions at cost

101,922

1,039,912

Less: disposals at cost

(81,586)

(1,036,164)

Closing cost

113,758

93,422

Closing unrealised gains on investments

10,999

23,249

Closing valuation

124,757

116,671

 

Fair value hierarchy

 

The Company has adopted the 'Amendments to FRS 102 - Fair value hierarchy disclosure', where an entity is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

 

• Level 1 - The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

 

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable, i.e., developed using market data, for the asset or liability, either directly or indirectly.  

Level 3 - Inputs are unobservable, i.e., for which market data is unavailable, for the asset or liability.

 

The financial assets measured at fair value through profit or loss in the financial statements are grouped into the fair value hierarchy as follows:

 

 

As at 31 March 2018

 

Level 1

Level 2

Level 3

Total

 

£000

£000

£000

£000

Financial assets at fair value through profit or loss

 

 

 

 

Quoted equities

124,757

-

-

124,757

Net fair value

124,757

-

-

124,757

 

As at 31 March 2017

 

Level 1

Level 2

Level 3

Total

 

£000

£000

£000

£000

Financial assets at fair value through profit or loss

 

 

 

 

Quoted equities

116,262

-

-

116,262

Fixed income investments

-

409

-

409

Net fair value

116,262

409

-

116,671

 

 

 

 

Net realised and unrealised gains/(losses) on investments

Year ended

Year ended

 

 

 

31 March 2018

31 March 2017

 

 

 

£000

£000

Realised gains on investments

 

 

4,906

11,767

Capital distributions received from investments

 

 

23

25

Movement in unrealised (losses)/gains on investments

 

 

(12,250)

24,457

Net realised and unrealised

 

 

 

 

(losses)/gains on investments

 

 

(7,321)

36,249

 

Transaction costs

 

During the year commissions (paid mostly to G.research, LLC, an affiliate of the Investment Manager) and other expenses were incurred in acquiring or disposing of investments classified at fair value through profit or loss. These have been expensed through capital and are within gains/(losses) in the Statement of Comprehensive Income. The total costs were as follows:

 

 

Year ended

Year ended

 

31 March 2018

31 March 2017

 

£000

£000

Purchases

71

63

Sales

20

29

Total

91

92

 

3 Management fees and other expenses

 

Year ended

Year ended

 

31 March 2018

31 March 2017

 

£000

£000

Revenue expenses

 

 

Other expenses:

 

 

Directors' remuneration

156*

157*

Accounting fees

52

50

Custody fees and Depositary fees

46

38

Registrar - Computershare

17

19

Marketing and advertisement

38

30

Printing

7

18

Company secretary fees

81

69

Directors' insurance

17

10

Broker retainer

40

47

London Stock Exchange fees

12

11

Auditors' remuneration (inclusive of VAT)

34

34

Miscellaneous

32

-

Sub total

532

483

* includes amount of £11,000 which relates to employer costs of National Insurance.

Management Fees

 

 

Investment manager fee - Revenue

323

287

Investment manager fee - Capital

970

861

Total

1,293

1,148

Capital expenses

 

 

Transaction charges

13

-

Total

13

-

 

Details of the contract between the Company and Gabelli Funds, LLC for provision of investment management services are given in the Directors' Report in the Annual Report and Accounts.

 

4 Dividends

 

Year ended

Year ended

 

31 March 2018

31 March 2017

 

£000

£000

Final dividend

1,201

300

Proposed final dividend of 0.6p for

 

 

the year ended 31 March 2018

-

-

Total

1,201

300

 

5 Taxation on ordinary activities

 

Year ended 31 March 2018

 

 

Revenue

Capital

Total

 

Analysis of the charge in the year

£000

£000

£000

 

Foreign withholding taxes on dividends

237

-

237

 

Foreign withholding taxes on REIT

14

-

14

 

Total

251

-

251

 

 

Year ended 31 March 2017

 

Analysis of the charge in the year

Revenue

Capital

Total

 

£000

£000

£000

 

Foreign withholding taxes on dividends

368

-

368

 

Foreign withholding taxes on REIT

15

-

15

 

Total

383

-

383

 

 

The effective corporation tax rate was 19% (2017: 20%). The tax charge for the year differs from the charge resulting from applying the standard rate of corporation tax in the UK for an investment trust company. The differences are explained below.

 

 

Year ended 31 March 2018

 

Factors affecting the

Revenue

Capital

Total

 

tax charge for the year

£000

£000

£000

 

Net return before taxation

843

(983)

(140)

 

UK Corporation tax at effective rate of 19%

160

(187)

(27)

 

Effects of:

 

 

 

 

Overseas tax expensed

(4)

-

(4)

 

Expenses not allowable for tax purposes

-

3

3

 

Non taxable overseas dividends

(303)

-

(303)

 

Foreign withholding taxes on dividends

(251)

-

(251)

 

Increase in excess management

 

 

 

 

and overdraft expenses

147

184

331

 

Total

(251)

-

(251)

 

 

Year ended 31 March 2017

 

Factors affecting the tax

Revenue

Capital

Total

 

charge for the year

£000

£000

£000

 

Net return before taxation

1,691

35,732

37,423

 

UK Corporation tax at effective rate of 20%

338

7,147

7,485

 

Effects of:

 

 

 

 

Overseas tax expensed

(4)

-

(4)

 

Gains on investments not taxable

-

(7,250)

(7,250)

 

Currency gains not taxable

-

(69)

(69)

 

Non taxable overseas dividends

(465)

-

(465)

 

Foreign withholding taxes on dividends

383

-

383

 

Increase in excess management

 

 

 

 

and overdraft expenses

131

172

303

 

Total

383

-

383

 

 

At the year end, after offset against income taxable on receipt, there is a potential deferred tax asset of £819,140 (2017: £573,529) in relation to surplus tax reliefs. It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these amounts and therefore no deferred tax asset has been recognised.

 

Due to the Company's status as an investment trust and the intention to continue to meet the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising on the revaluation or disposal of investments.

 

6 Return per ordinary share and net asset value

 

The return and net asset value per ordinary share are calculated with reference to the following amounts:

 

 

Year ended

Year ended

 

 

31 March 2018

31 March 2017

 

Revenue return

 

 

 

Revenue return attributable

 

 

 

to ordinary shareholders

£592,000

£1,308,000

 

Weighted average number of

 

 

 

shares in issue during year

100,025,735

99,946,262

 

Total revenue return per ordinary share

0.59p

1.31p

 

Capital return

 

 

 

Capital return attributable to

 

 

 

ordinary shareholders

(£9,578,000)

£35,732,000

 

Weighted average number of

 

 

 

shares in issue during year

100,025,735

99,946,262

 

Total capital return per ordinary share

(9.58p)

35.75p

 

Total return

 

 

 

Total return per ordinary share

(8.99p)

37.06p

 

 

As at

As at

 

Net asset value per share

31 March 2018

31 March 2017

 

Net assets attributable to shareholders

£129,437,000

£139,818,000

 

Number of shares in issue at year end

99,951,001

100,101,001

 

Net asset value per share

129.5p

139.7p

 

 

 

 

 

7 Called up share capital

 

 

 

 

As at

As at

 

 

31 March 2018

31 March 2017

 

 

£000

£000

 

Authorised:

 

 

 

250,000,000 Ordinary shares

 

 

 

of 1p each - equity

2,500

2,500

 

Allotted, called up and fully paid:

 

 

 

99,951,001 (2017: 100,101,000)

 

 

 

Ordinary shares of 1p each - equity

999

1,001

 

150,000 Ordinary shares

 

 

 

of 1p each - equity

2

-

 

Total shares

1,001

1,001

 

 

During the year ended 31 March 2018 there were 150,000 shares (31 March 2017: 390,000) bought back into treasury at a cost of £193,744 (31 March 2017: £431,105).

 

8 Alternative Investment Fund Managers' ("AIFM") Directive

 

In accordance with the Alternative Investment Fund Managers' Directive ("AIFMD"), the Company is an Alternative Investment Fund ("AIF") and has appointed Gabelli Funds, LLC as its Alternative Investment Fund Manager (the "AIFM") to provide portfolio management and risk management services to the Company in accordance with the investment management agreement.

 

The Company is categorised as an externally managed European Economic Area ("EEA") domiciled AIF for the purposes of the AIFMD. Since the Investment Manager is a non-EEA AIFM, the Investment Manager is only subject to the AIFMD to the extent that it markets an EEA AIF in the EEA. Accordingly, the Investment Manager is required to make only certain financial and non financial disclosures.

 

The Company's maximum leverage levels at 31 March 2018 are shown below:

 

Leverage Exposure

Gross method

Commitment method

Maximum permitted limit

40%

0%

 

The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in the Company's Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings.

 

9 Related party transactions

 

During the year ended 31 March 2018, with the exception of Investment Management fees, Directors' remuneration, Directors' shareholdings, secretarial fees, and other administrative fees, the Company paid brokerage commissions on security trades of £61,201 (2017: £86,935) to G.research, LLC, an affiliate of the Investment Manager.

 

Further details of related parties and transactions are disclosed within the Directors' Report in the Annual Report and Accounts.

 

10 Contingent Liabilities and Commitments

 

As at the year ended 31 March 2018, the Company had no contingent liabilities or commitments (31 March 2017: Nil).

 

11 Post balance sheet event

 

For the period 1 April 2018 to 11 June 2018 an additional 80,000 ordinary shares were bought back into treasury at a cost of £97,287.50.

 

12 Publication of Non-Statutory Accounts

 

The financial information contained in this announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006.

 

The figures set out above have been reported on by the auditors. The comparative figures are extracts from the audited financial statements of Gabelli Value Plus+ Trust PLC for the year ended 31 March 2017, which have been filed with the Registrar of Companies. The report of the auditors for the years ended 31 March 2017 and 31 March 2018 contain no qualification or statement under section 498 (2) or (3) of the Companies Act 2006. The 2018 Annual Report and Financial Statements will be filed with the Registrar of Companies after the Annual General Meeting.

 

13 Annual General Meeting

 

The Annual General Meeting of the Company will be held at Dukes Hotel, 35 St James's Place, London, SW1A 1NY on 14 August 2018 at 11:00 (BST).

 

ENDS

 

The Annual Report and Financial Statements will also be available at

https://gabelli.co.uk/the-gabelli-value-plus-trust/

 

Neither the contents of the Investment Manager's website nor the contents of any website accessible from hyperlinks on the Investment Manager's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
FR SFMFIAFASEEM
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