IIT.L Regulatory News (IIT)

The Independent Investment Trust PLC

Annual Financial Report

This is the Annual Financial Report of The Independent Investment Trust PLC as required to be published under DTR 4 of the UKLA Listing Rules.

 The financial information set out in this Annual Financial Report does not constitute the Company's statutory accounts for the years ended 30 November 2017 or 30 November 2018 but is derived from those accounts. The Company's auditors have reported on the annual report and financial statements for 2017 and 2018; their reports were unqualified, did not draw attention to any matters by way of emphasis, and did not contain statements under 498(2) or 498(3) of the Companies Act 2006. Statutory accounts for the year ended 30 November 2017 have been filed with the Registrar of Companies and the statutory accounts for the year ended 30 November 2018 will be delivered to the Registrar in due course.

The annual report and financial Statements for the year ended 30 November 2018, including the Notice of Annual General Meeting, has been submitted electronically to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM and is also available on the Independent Investment Trust's website at: www.independentinvestmenttrust.co.uk.

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

Baillie Gifford & Co

Company Secretaries

8 February 2019

Chairman's Statement

Over the year to 30 November 2018, our company produced a net asset value (NAV) total return of -10.8%, following a steep fall from a high point reached only a few weeks previously. Over the same period, theoretical investments in the FTSE All-Share Index and the FTSE World Index would have produced total returns of -1.5% and 6.0% respectively. The greater part of our reversal came from falls in large holdings which had previously enjoyed strong rises and which for the most part continue to trade satisfactorily. This derating was compounded by disappointments from initial public offerings, a field in which we had perhaps become overconfident following earlier successes.

The disappointing results have weighed upon the rating of our own shares, which moved from a premium of 7.2% at 30 November 2017 to a discount of 1.2% at 30 November 2018, producing a share price total return of -17.9%.

The downturn in our portfolio towards our year end reflected, to a greater degree, the worldwide downturn in equity markets. A sense that the US economy may now be approaching full capacity while running a budget deficit of around record proportions has provoked fears of monetary tightening, the consequences of which could ripple through markets around the world. For the last ten years markets have been sustained by quantitative easing and extraordinarily low interest rates, and it is difficult to assess the implications of a cessation, or reversal, of this experiment. More particular uncertainties include the apparent over-extension of a credit boom in China, the inherent design faults of the eurozone, and, with particular reference to our domestically based holdings such as housebuilders, Brexit.

The main changes in sectoral distribution have been a reduction in our housebuilding exposure (largely attributable to falling share prices), a reduction in our retailing stake (attributable to both sales and falling share prices) and an increase in our travel and leisure holdings (attributable to net purchases). We ended our year with available cash balances of 8.5% (7.1% at 30 November 2017) of shareholders' funds. Further comments on the portfolio can be found in the Managing Director's Report below.

Despite our travails in the year under review, our long term record remains respectable: for the period from inception in October 2000 to 30 November 2018, we produced an NAV total return of 688%, equivalent to a rate of roughly 12.2% per annum, of which 2.9% per annum can be offset by RPI inflation. By comparison, the notional return available from the FTSE All-Share Index over the period amounted to 142%, or 5.0% per annum.

Earnings per share for the year were 10.53p (9.2p in 2017). Balancing the buoyancy of our revenue account against an uncertain outlook, we have decided to recommend a final dividend of 5p (4p in 2017), making a total regular dividend of 7p (6p in 2017). In addition, we are proposing a special dividend of 3p (2p in 2017). Both will be paid on 8 April with an ex dividend date of 21 February.

Our ongoing charges ratio fell from 0.25% to 0.21%. This ratio is calculated using the daily average of our net assets as its denominator. If the denominator had been the year end level of our net assets, the ratio would have been 0.25%. Even at this level, it would have been one of the lowest - if not the lowest - in the industry.

In the latter part of our year, our shares briefly traded at a discount to NAV and we were able to buy back 100,000 at a discount of 2.5%. In normal market conditions we are keen to buy back shares when this can be done on terms that are in the best interests of shareholders generally.

It has always been one of our investment objectives to run our winners. All of our top six holdings have done well, and most have done extremely well, over their lives in the portfolio. Because of our reluctance to reduce them, this meant that they made up a very substantial part of the portfolio at the end of September. Despite the absence of any serious trading issues emerging, all six shares were hit hard in the last two months of our year. This has led us to the conclusion that our enthusiasm for running winners left us with an excessive level of concentration within the portfolio. Since 30 November, we have been working to reduce the level of concentration by making sales of some of these holdings and adding the proceeds to our cash balances, which are likely to be higher than they have been in recent years until we can develop more confidence in the outlook. Against the generally worrying background we take comfort from the fact that most of our companies continue to trade in line with our expectations.

Once again, we should like to encourage you to come to the AGM, which is to be held in the Baillie Gifford offices at Calton Square at 4.30pm on 13 March 2019. It will help our planning if we know how many shareholders are likely to attend, and I shall be grateful if you will mark the proxy form accordingly and return it to the Company's registrars. I look forward to seeing as many of you as possible there.

Douglas McDougall

25 January 2019

Past performance is not a guide to future performance.

For a definition of Terms see Glossary of Terms.

Total return information is sourced from Baillie Gifford/Refinitive and relevant underlying index providers. See disclaimer at the end of this announcement.

Managing Director's Report

Our performance over the year has been covered in the Chairman's Statement.

After the successes of the previous year, our technology and telecommunications holdings had a difficult time in the year under review: a stake worth £79m (adjusted for the reclassification of our computer games holdings) at 30 November 2017 had fallen in value to £72.7m at 30 November 2018 despite net purchases of £4.4m. Most of this decline can be attributed to our investment in Alfa Financial Software, which suffered from a combination of softer market conditions and rescheduling of client contracts. We have not sold out of Alfa because we believe its business to be fundamentally sound. Blue Prism and FDM were both affected by the general derating of technology stocks, while our new purchases, Seeing Machines and Zoo Digital, also fared poorly. In the case of Seeing Machines the problem was that of translating a great technology into a commercially profitable product, while Zoo Digital was temporarily hurt by a reorganization at an important client. Both companies still appear to have considerable potential. Herald was another, albeit minor, victim of the change in sentiment towards technology stocks, while Gamma Communications and Kainos both delivered strong performances.

The reclassification of our computer games companies has led to our travel and leisure stake becoming the second most important in the portfolio: after net purchases of £7.7m, it rose in value from £43.3m to £50.3m. The performance of the games companies marred an otherwise good showing: the Frontier Developments share price fell sharply when it became clear that sales of its Jurassic World Evolution game, although good, would not match the most optimistic expectations. The fall in the price of Codemasters is attributable to the disappointing launch of a new franchise, although the impact of this on its overall results was outweighed by the strength of its existing franchises. Among our more traditional holdings, good showings from Gym Group and Hollywood Bowl easily offset the effect of a modest decline in the share price of On The Beach. All three companies produced good results, with those from On The Beach remarkable for having been achieved in difficult market conditions.

Our big housing stake had a very tough year: worth £59.4m at 30 November 2017, it had fallen in value to £41.3m by 30 November 2018, after net sales of £0.7m. This reflects a clear deterioration in the industry's immediate outlook: hesitancy at the upper end of the market, already evident a year ago, has intensified and shown recent signs of spreading to the lower end of the market. Making precise predictions about the housing market is, in our view, a fools' game, but a market decline on the scale that appears to be discounted in sector share prices seems improbable to us, even in the event of a hard Brexit. The balance sheet strength of all our holdings, in contrast to the situation in 2008, leaves us confident that all will survive even the most severe of housing recessions without the need for further equity financing. We sold McCarthy and Stone, which appeared particularly vulnerable to price pressure at the higher end of the market, but we currently intend to persevere with our other holdings on the basis of the considerable long term potential we see in their current valuations. An investment in the housing finance company, Urban Exposure, was sold when it became clear that forecasts made at the time of its flotation would not be met.

It was a mixed year for our business services holdings. Midwich continued to trade well and saw its shares perform resiliently. Eddie Stobart Logistics also delivered a satisfactory trading performance, but its shares suffered a sharp derating. Our new holding, the innovative conference call company Loop Up, traded strongly, but saw its share price fall heavily towards the end of the period as part of the general derating of high growth companies. Overall, the value of our business services holdings rose from £25.9m at 30 November 2017 to £29.1m at 30 November 2018 after a single purchase amounting to £5.8m.

Retailing has once again been a problem area for us. The optimism we expressed a year ago as to the resilience of Footasylum and Quiz, the two clothing retailers we bought in 2017, in a tough trading environment has proved misplaced. We sold Footasylum at a big loss, but have held onto Quiz, which remains profitable and has a strong balance sheet. We also sold out of our old favourite Dunelm as it appeared to struggle with the migration of retail business to the internet. Subsequent results from the company suggest that, not for the first time, we have underestimated the quality of its management. Motorpoint traded well and was rewarded with a good share price performance, while Joules also traded well but saw its shares derated. This was also true of our one new purchase, the discount retailer The Works.co.uk. Overall, a stake worth £31.7m at 30 November 2017 had fallen in value to £16.8m by 30 November 2018 after net sales of £5.6m.

Elsewhere in the portfolio, both Fever-Tree and Ashtead produced strong results during the year only to see their share prices fall. The Polar Capital Insurance Fund benefited from the strength of the dollar. Our new energy holding, the shale oil producer Concho Resources, registered a marginal sterling loss between purchase and our year end, but the oilfield services company RPC fell sharply as its business was affected by oil transportation problems in the Permian Basin. NAHL, Medica and Luceco all produced disappointing results and were punished accordingly. The last named was sold at a considerable loss.

Max Ward

25 January 2019

Past performance is not a guide to future performance.

List of Investments as at 30 November 2018

All holdings are in equities domiciled in the UK unless otherwise stated. * Company dissolved on 20 July 2018

Key Performance Indicators

The key performance indicators (KPIs) used to measure the progress and performance of the Company over time are established industry measures and are as follows:

¾ the movement in net asset value per ordinary share on a total return basis;

¾ the discount or premium of the share price to the net asset value; and

¾ the ongoing charges.

An explanation of these measures can be found in the Glossary of Terms at the end of this annoucement.

In addition to the above, the board also has regard to the total return of the FTSE All-Share Index and considers the performance of comparable companies.

The Long Term Record on pages 7 and 8 of the annual report and financial statements provides detailed performance information since inception. The net asset value total return for the year is contained in the Chairman's Statement along with information on the discount and ongoing charges.

Future Developments of the Company

The outlook for the Company is dependent to a significant degree on economic events and the financial markets. Further comments on the outlook for the Company and its investment portfolio are included in the Chairman's Statement above.

Market Purchases of Own Shares

At the last Annual General Meeting the Company was granted authority to purchase up to 8,314,953 ordinary shares (equivalent to 14.99% of its issued share capital), such authority to expire at the conclusion of the Annual General Meeting to be held in respect of the year ended 30 November 2018. During the year to 30 November 2018 the Company bought back 100,000 ordinary shares (nominal value £25,000, representing 0.2% of the called up share capital at 30 November 2017) on the London Stock Exchange for cancellation. The total consideration for these shares was £526,000. 50,000 ordinary shares were bought back by the Company between 1 December 2018 and 23 January 2019, the latest practicable date prior to publication of this report, for total consideration of £245,000.

The principal reasons for share buybacks are to address any imbalance between the supply and demand for the Company's shares and to increase the net asset value per remaining share. The Company may either cancel bought-back shares immediately or hold them 'in treasury' and then:

i) sell such shares (or any of them) for cash (or its equivalent under the Companies Act 2006); or

ii) cancel the shares (or any of them).

Shares will only be resold from treasury at a price at or above net asset value per share. No shares were held in treasury as at 23 January 2019, and no such holdings are planned.

Related Party Transactions

The directors' fees and shareholdings are detailed in the Directors' Remuneration Report on page 24 of the annual report and financial statements. With the exception of Max Ward, the managing director, no director has a contract of service with the Company. Details of Mr Ward's contract for services are set out on page 23 of the annual report and financial statements. During the year no director was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006.

Principal Risks

As explained on pages 19 and 20 of the annual report and financial statements there is a process for identifying, evaluating and managing the risks faced by the Company on a regular basis. The directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. There have been no significant changes to the principal risks during the year. A description of these risks and how they are being managed or mitigated is set out below:

Financial risk

The Company's assets consist mainly of listed securities and its principal financial risks are therefore market related and include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. An explanation of those risks and how they are managed is contained below. To mitigate this risk, at each board meeting the composition and diversification of the portfolio by geographical and industrial sectors are considered along with sales and purchases of investments. Individual investments are discussed with the managing director together with his general views on the various investment markets and sectors.

Investment strategy risk

Pursuing an investment strategy to fulfil the Company's objective which the market perceives to be unattractive or inappropriate, or an ineffective implementation of an attractive or appropriate strategy, may lead to reduced returns for shareholders and, as a result, a decreased demand for the Company's shares. This may lead to the Company's shares trading at a widening discount to their Net Asset Value. To mitigate this risk, the board regularly reviews and monitors: the Company's objective and investment policy and strategy; the investment portfolio and its performance; the level of discount/premium to Net Asset Value at which the shares trade; and movements in the share register.

Regulatory risk

Failure to comply with applicable legal and regulatory requirements such as the tax rules for investment trusts, the UKLA Listing Rules, the Companies Act and the Alternative Investment Fund Managers Regulations 2013 could lead to suspension of the Company's Stock Exchange listing, financial penalties, a qualified audit report or to the Company being subject to tax on capital gains. To mitigate this risk, the practical measures to ensure compliance with regulations and with company law, and to provide effective and efficient operations as they relate to secretarial and administrative matters, have been delegated to Baillie Gifford & Co. Baillie Gifford's Internal Audit and Compliance departments provide regular reports to the audit committee on Baillie Gifford's monitoring programmes. Major regulatory change could impose disproportionate compliance burdens on the Company or threaten the viability of the investment trust structure. In such circumstances representation would be made to defend the special circumstances of investment trusts. Shareholder documents and announcements, including the Company's published interim and annual report and financial statements, are subject to stringent review processes and procedures are in place to ensure adherence to the Transparency Directive and the Market Abuse Directive with reference to inside information.

Custody risk

Safe custody of the Company's assets may be compromised through control failures by the Company's custodian, including breaches of cyber security. To mitigate this risk, cash and portfolio holdings are regularly reconciled to the custodian's records by Baillie Gifford & Co. In addition, the existence of assets is subject to annual external audit. The audit committee reviewed Baillie Gifford's Report on Internal Controls which details the controls in place regarding the recording and reconciliation of cash and portfolio holdings to third party data. The custodian's Internal Controls Reports are reviewed by Baillie Gifford & Co and a summary of the key points is provided to the audit committee by Baillie Gifford & Co's Business Risk department.

Operational risk

Risk of loss resulting from inadequate or failed internal controls, processes and systems, or from external events. To mitigate this risk, Baillie Gifford's Internal Audit and Compliance departments provide regular reports to the audit committee. The board also reviews Baillie Gifford's Report on Internal Controls and the reports by other key service providers are reviewed by Baillie Gifford on behalf of the board. In addition, Baillie Gifford has a comprehensive business continuity plan which facilitates continued operations of the business in the event of a service disruption or major disaster.

Discount risk

The discount/premium at which the Company's shares trade relative to its Net Asset Value can change. The risk of a widening discount is that it may undermine investor confidence in the Company. To manage this risk, the board monitors the level of discount/premium at which the shares trade and the Company has authority to buy back its existing shares when deemed by the board to be in the best interests of the Company and its shareholders.

Political risk

The board is of the view that political change in areas in which the Company invests or may invest may increasingly have practical consequences for the Company. To mitigate this risk, developments are closely monitored and considered by the board. The board has noted the UK Government's intention that the UK should leave the European Union on 29 March 2019. Whilst there is considerable uncertainty at present, the board will continue to monitor developments as they occur and assess the potential consequences for the Company's future activities.

Resource risk

As the Company is self managed and has only two employees (the managing director and full-time portfolio manager of the portfolio, Max Ward, and an office manager) the loss of personnel may adversely impact investment performance. To mitigate this risk, contingency plans are in place to deal with any loss of personnel. Secretarial and accounting functions are contracted out to Baillie Gifford & Co and are not subject to resource risk.

Viability Statement

In accordance with provision C.2.2 of the 2016 UK Corporate Governance Code, the directors have assessed the prospects of the Company over a five year period. The directors believe this period to be appropriate as it is reflective of the Company's investment and planning timeframe and, in the absence of any adverse change to the regulatory environment and the favourable tax treatment afforded to UK investment trusts, is a period over which they do not expect there to be any significant change to the current principal risks and to the adequacy of the mitigating controls in place. The directors do not envisage any change in strategy or objectives or any events that would prevent the Company from continuing to operate over that period.

In making this assessment the directors have taken into account the Company's current position and its self-managed status and have conducted a robust assessment of the Company's principal risks and uncertainties detailed on pages 10 to 12 of the annual report and financial statements. Although the Company has the authority to buy back up to 14.99% of its issued share capital, which is renewed annually, there is no stated discount control mechanism in place. The directors have also considered the Company's investment objective and policy, its dividend policy, the nature of its assets, its liabilities and projected income and expenditure. The Company is not permitted to employ gearing whilst it continues to be a small registered UK AIFM, its ongoing charges are a very small percentage of its assets (2018 - 0.21%; 2017 - 0.25%) and the vast majority of the Company's investments are readily realizable and can be sold to meet liabilities as they fall due. Contingency plans are in place to deal with any loss of key personnel. In the event of the departure of the managing director, which is not foreseen within the indicated timespan, the board would endeavour to present shareholders with an option to realize their investment at around liquidating value, being the net asset value less expenses relating to the liquidation of the Company, or to convert to another investment trust.

Based on this assessment, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

Going Concern

Having assessed the principal risks and other matters set out in the Viability Statement above, the directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements and confirm that they are not aware of any material uncertainties which may affect the Company's ability to continue to do so over a period of at least twelve months from the date of approval of these financial statements.

Financial Instruments

As an investment trust, the Company invests in equities and makes other investments so as to achieve its investment objective of providing good absolute returns over long periods by investing the great majority of its assets in quoted securities and, if appropriate, index futures. In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the financial instruments and markets in which it invests.

These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The board monitors closely the Company's exposures to these risks but does so in order to reduce the likelihood of a permanent loss of capital rather than to minimise short-term volatility. Risk provides the potential for both losses and gains. In assessing risk, the board encourages the managing director to exploit the opportunities that risk affords.

The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period.

Market Risk

The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - currency risk, interest rate risk and other price risk. The board of directors reviews and agrees policies for managing these risks and the Company's managing director both assesses the exposure to market risk when making individual investment decisions and monitors the overall level of market risk across the investment portfolio.

Details of the Company's investment portfolio are shown above. There were no derivative financial instrument holdings during the year.

Currency Risk

Some of the Company's assets, liabilities and income are denominated in currencies other than sterling (the Company's functional currency and that in which it reports its results). Consequently, movements in exchange rates may affect the sterling value of those items.

The managing director monitors the Company's exposure to foreign currencies and reports to the board on a regular basis. He assesses the risk to the Company of the foreign currency exposure by considering the effect on the Company's net asset value and income of a movement in the rates of exchange to which the Company's assets, liabilities, income and expenses are exposed. However, the country in which a company is listed is not necessarily where it earns its profits. The effect of movement in exchange rates on overseas earnings may have a more significant impact upon a company's valuation than that arising from a simple translation of the currency in which the company is quoted.

Foreign currency borrowings and forward currency contracts may be used to limit the Company's exposure to anticipated future changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. At 30 November 2018 the Company had no such borrowings or contracts.

Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is shown below.

* Includes net non-monetary assets of £56,000.

* Includes net non-monetary assets of £47,000.

Currency Risk Sensitivity

At 30 November 2018, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net assets and total return on ordinary activities would have decreased by the amounts shown below. A 5% weakening of sterling against all currencies, with all other variables held constant, would have had an equal but opposite effect on the financial statement amounts. The analysis is performed on the same basis for 2017.

Interest Rate Risk

Interest rate movements may affect directly:

¾ the fair value of any investments in fixed interest rate securities;

¾ the level of income receivable on cash deposits;

¾ the fair value of any fixed-rate borrowings; and

¾ the interest payable on any variable rate borrowings.

Interest rate movements may also have an impact upon the market value of investments outwith fixed income securities. The effect of interest rate movements upon the earnings of a company may have a significant impact upon the valuation of that company's equity.

The possible effects on fair value and cashflows that could arise as a result of changes in interest rates are taken into account when making investment decisions and when entering into borrowing agreements.

The board reviews on a regular basis the amount of investments in cash and fixed income securities and the income receivable on cash deposits, floating rate notes and other similar investments.

The Company may finance part of its activities through borrowings at approved levels. The amount of any such borrowings and the approved levels are monitored and reviewed regularly by the board. Movements in interest rates, to the extent that they affect the market value of the Company's fixed rate borrowings, if any, may also affect the valuation of the Company's shares in relation to its net asset value.

Cash deposits generally comprise call or short-term money market deposits of less than one month which are repayable on demand. The benchmark rate which determines the interest payments received on cash balances is the bank base rate.

There have been no significant changes to the interest rate risk profile of the Company's financial assets during the year. There were no financial assets subject to interest rate risk at 30 November 2018 and 30 November 2017 other than the cash and cash equivalents shown in the credit risk exposure table below.

Interest Rate Risk Sensitivity

The weighted average interest rate on cash balances held at 30 November 2018 was 0.3% (2017 - 0.3%). An increase of 100 basis points in interest rates at 30 November 2018 would, over a full year, have increased the net return on ordinary activities after taxation by £258,000 (2017 - increased by £237,000) and would have increased the net asset value per share by 0.47p (2017 - increased by 0.43p). The calculations are based on the cash balances as at the respective Balance Sheet dates and are not representative of the year as a whole.

Other Price Risk

Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company's net assets.

The board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the managing director. The board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company's objectives and investment policies. The portfolio does not seek to reproduce any index. Investments are selected based upon the merit of individual companies and therefore performance may well diverge from comparative indices.

Other Price Risk Sensitivity

A full list of the Company's investments by broad industrial or commercial sector is given above. In addition, an analysis of the investment portfolio is contained in the Managing Director's Report.

91% (2017 - 93%) of the Company's net assets are invested in equities. A 5% increase in equity valuations at 30 November 2018 would have increased net assets and total return on ordinary activities by £13,604,000 (2017 - £15,706,000). A decrease of 5% would have had an equal but opposite effect.

Liquidity Risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Liquidity risk is not significant as the majority of the Company's investment assets are in securities that are readily realizable. The board provides guidance to the managing director as to the maximum exposure to any one holding and to the maximum aggregate exposure to substantial holdings.

The Company's liabilities at 30 November 2018 are all due within 3 months.

Credit Risk

This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss.

This risk is managed as follows:

¾ where the managing director makes an investment in a bond or other security with credit risk, that credit risk is assessed and then compared to the prospective investment return of the security in question;

¾ the Company's listed investments are held on its behalf by The Bank of New York Mellon, the Company's custodian. Bankruptcy or insolvency of the custodian may cause the exercise of the Company's rights with respect to securities held by the custodian to be delayed. The company secretaries monitor the Company's risk by reviewing the custodian's internal control reports and reporting their findings to the board;

¾ investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the managing director. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed;

¾ cash is only held at banks that have been approved by the board as creditworthy.

Credit Risk Exposure

The exposure to credit risk at 30 November was:

None of the Company's financial assets are past due or impaired.

Capital Management

The capital of the Company is its share capital and reserves as set out in notes 11 and 12 of the annual report and financial statements. The objective of the Company is to provide good absolute returns over long periods by investing the great majority of its assets in UK and international quoted securities and, if appropriate, index futures. The Company's investment policy is set out on pages 9 and 10 of the annual report and financial statements. In pursuit of the Company's objective, the board has a responsibility for ensuring the Company's ability to continue as a going concern and details of the related risks and how they are managed are set out above.

Shares may be issued and/or repurchased as explained on pages 15 and 16 of the annual report and financial statements and any changes to the share capital during the year are set out in note 12 of the annual report and financial statements. The Company does not have any externally imposed capital requirements.

Fair Value of Financial Instruments

Investments in securities as disclosed in note 8 on page 40 of the annual report and financial statements are financial assets held at fair value through profit or loss. In accordance with FRS 102, all of the Company's investments are classified as level 1 within the fair value hierarchy described below, which reflects the reliability and significance of the information used to measure their fair value. All of the Company's investments as at 30 November 2017 were also classified as level 1. For all other financial assets and liabilities, carrying value approximates to fair value.

Fair Value Hierarchy

The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through the profit or loss account are measured is described below. Fair value measurements are categorized on the basis of the lowest level input that is significant to the fair value measurement.

Level 1 - using unadjusted quoted prices for identical instruments in an active market;

Level 2 - using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and

Level 3 - using inputs that are unobservable (for which market data is unavailable).

Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

¾ select suitable accounting policies and then apply them consistently;

¾ make judgements and accounting estimates that are reasonable and prudent;

¾ state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

¾ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible both for safeguarding the assets of the Company and for the maintenance and integrity of the Company's website, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities (in the case of the safeguarding of assets) and also for the preservation of the website integrity. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Under applicable laws and regulations, the directors are also responsible for preparing a Strategic Report, a Directors' Report, a Directors' Remuneration Report and a Corporate Governance Statement that comply with that law and those regulations.

The work carried out by the auditor does not involve any consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

Each of the directors, whose names and functions are listed within the board of directors section confirms that, to the best of his knowledge:

¾ the financial statements, which have been prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', give a true and fair view of the assets, liabilities, financial position and net return of the Company;

¾ the annual report and financial statements taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy; and

¾ the Strategic 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.

On behalf of the board

Douglas McDougall

Chairman

25 January 2019

Income Statement

The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies.

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

A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return on ordinary activities after taxation is both the profit and comprehensive income for the year.

Statement of changes in equity

For the year ended 30 November 2018

For the year ended 30 November 2017

* The Capital Reserve balance at 30 November 2018 included an investment holding gain on fixed asset investments of £88,310,000 (2017 - gain of £145,636,000).

Glossary of Terms

Total Assets

The total value of all assets held less all liabilities (other than liabilities in the form of borrowings).

Net Asset Value

Net Asset Value (NAV) is the value of total assets held less all liabilities (including liabilities in the form of borrowings). The NAV per share is calculated by dividing this amount by the number of ordinary shares in issue.

Discount/Premium#

As stockmarkets and share prices vary, an investment trust's share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium.

Net Liquid Assets

Net liquid assets comprise current assets less current liabilities (excluding borrowings).

Total Return#

The total return is the return to shareholders after reinvesting the dividend on the date that the share price goes ex-dividend.

Ongoing Charges#

The total administrative expenses of £751,000 (2017 - £721,000) incurred by the Company as a percentage of the average shareholders' funds, calculated on a daily basis of £350,330,000 (2017 - £286,630,000).

Available cash

Cash and cash equivalents as adjusted for investment and share buyback transactions awaiting settlement.

Gearing

At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders' assets is called 'gearing'. If the Company's assets grow, the shareholders' assets grow proportionately more because the debt remains the same. But if the value of the Company's assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets. The level of gearing can be adjusted through the use of derivatives which affect the sensitivity of the value of the portfolio to changes in the level of markets.

Net gearing/(cash) is borrowings less available cash (as defined above) and fixed interest securities (ex convertibles) divided by shareholders' funds.

Compound Annual Return

The compound annual return converts the return over a period of longer than one year to a constant annual rate of return applied to the compounded value at the start of each year.

# Alternative performance measure which is considered to be a known industry metric.

Third Party Data Provider Disclaimer

No third party data provider ('Provider') makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained herewith nor as to the results to be obtained by recipients of the data. No Provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the index data included in this document, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom. No Provider has any obligation to update, modify or amend the data or to otherwise notify a recipient thereof in the event that any matter stated herein changes or subsequently becomes inaccurate. Without limiting the foregoing, no Provider shall have any liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein.

FTSE Index data

FTSE International Limited ('FTSE') © FTSE 2019. 'FTSE®' is a trade mark of the London Stock Exchange Group companies and is used by FTSE International Limited under licence. All rights in the FTSE indices and/or FTSE ratings vest in FTSE and/or its licensors. Neither FTSE nor its licensors accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data and no party may rely on any FTSE indices, ratings and/or data underlying data contained in this communication. No further distribution of FTSE Data is permitted without FTSE's express written consent. FTSE does not promote, sponsor or endorse the content of this communication.

None of the views expressed in this document should be construed as advice to buy or sell a particular investment.

Legal Entity Identifier: 213800IYHGJTZJ3MO642

Regulated Information Classification: Annual financial and audit reports

- ends -