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Annual Financial Report

2 Aug 2023 07:00

Invesco Select Trust Plc - Annual Financial Report

Invesco Select Trust Plc - Annual Financial Report

PR Newswire

LONDON, United Kingdom, August 02

LEI: 549300JZQ39WJPD7U596

Invesco Select Trust plc

Annual Financial Report for the year ended 31 May 2023

The following text is extracted from the Annual Financial Report of the Company for the year ended 31 May 2023. All page numbers below refer to the Annual Financial Report which will be made available on the Company's website.

 

Financial Performance

Capital Statistics - Company Level

 

At 31 May

2023

2022

change %

Net Assets (£'000)

199,739

214,421

-6.8%

 

 

 

 

Revenue Statistics - Company Level

 

 

 

 

 

 

 

Year ended 31 May

2023

2022

 

Net revenue return after taxation for the financial year (£'000)

Net capital return after taxation for the financial year (£'000)

5,994

(5,664)

5,937

8,828

 

Net total return after taxation for the financial year (£'000)

330

14,765

 

 

 

 

 

Cumulative Portfolio Total Returns(1)(2)

 

 

 

To 31 May 2023

 

 

 

 

One

Three

Five

UK Equity Share Portfolio

Year

Years

Years

Net Asset Value

-2.6%

39.9%

16.7%

Share Price

-4.7%

29.2%

4.9%

FTSE All-Share Index

0.4%

33.9%

15.2%

 

 

 

 

 

One

Three

Five

Global Equity Income Share Portfolio

Year

Years

Years

Net Asset Value

9.8%

63.0%

50.6%

Share Price

4.6%

44.8%

35.9%

MSCI World Index (£)

3.8%

36.3%

56.2%

 

 

 

 

 

One

Three

Five

Balanced Risk Allocation Share Portfolio

Year

Years

Years

Net Asset Value

-11.4%

11.4%

5.0%

Share Price

-14.3%

2.7%

-5.0%

Composite Benchmark Index(3)

-17.1%

-19.1%

-8.8%

ICE BoA Merrill Lynch 3 month LIBOR plus 5% per annum

7.5%

17.7%

29.4%

 

 

 

 

 

One

Three

Five

Managed Liquidity Share Portfolio

Year

Years

Years

Net Asset Value

3.5%

6.9%

9.5%

Share Price

-5.2%

-8.5%

-7.6%

 

 

 

 

 

 

 

 

Year end Net Asset Value, Share Price and Discount

 

 

 

 

Net Asset

Share

 

 

Value

Price

Premium/

Share Class

(pence)

(pence)

(Discount)

UK Equity

182.11

159.50

(12.4)%

Global Equity Income

265.53

232.00

(12.6)%

Balanced Risk Allocation

149.56

131.50

(12.1)%

Managed Liquidity

109.51

91.00

(16.9)%

 

(1) Alternative Performance Measure (APM). See Glossary of Terms and Alternative Performance Measures on pages 116 to 119 of the financial report for details of the explanation and reconciliations of APMs.

(2) Source: Refinitiv/Bloomberg.

(3) With effect from 1 June 2021, the benchmark adopted by the Balanced Risk Allocation Portfolio is comprised of 50% 30-year UK Gilts Index, 25% GBP hedged MSCI World Index (net) and 25% GBP hedged S&P Goldman Sachs Commodity Index. Prior to this, the benchmark was ICE BoA Merrill Lynch 3 month LIBOR plus 5% per annum. Accordingly, both the new and old benchmark are shown.

 

 

 

Chairman's Statement

Highlights

- The Global Equity Income Share Portfolio and the Managed Liquidity Share Portfolio delivered positive NAV performance over the period, with the Global Equity Income and Balanced Risk Allocation Share Portfolios outperforming their respective benchmark indices.

- Dividends per UK Equity Share and Global Equity Income Share rose to 7.05p and 7.20p respectively. A dividend of 1.00p was maintained per Managed Liquidity Share and a first dividend in respect of the Balanced Risk Allocation Shares of 1.00p was also paid.

- Updated Dividend Policy announced post year-end.

- Net assets in the Global Equity Income Share Portfolio increased to £66.7 million, with net conversions into that portfolio.

- Cancellation of the UK Equity and Balanced Risk Allocation Share Premium accounts completed, freeing up circa £123 million of reserves.

- Winterflood Securities Limited appointed as new corporate brokers.

The Company

Your Company's investment objective is to provide shareholders with a choice of investment strategies and policies, each intended to generate attractive risk-adjusted returns.

Your Company's share capital comprises four share classes: UK Equity Shares, Global Equity Income Shares, Balanced Risk Allocation Shares and Managed Liquidity Shares, each of which has its own separate portfolio of assets and attributable liabilities.

The investment objectives and policies of each of the portfolios are set out on pages 44 to 46.

Your Company's structure enables shareholders to adjust asset allocation to reflect their views of the prevailing market outlook. As set out on page 2, shareholders have the opportunity to convert between share classes, free of capital gains tax, every three months. With the personal allowance for Capital Gains Tax being reduced for this current tax year to £6,000, this unique structure allows investors to change their allocation without triggering an event for the purposes of Capital Gains Tax.

Market Background

As I consider the market backdrop over the past year and into the future, I reflect on the key points within the outlook I provided in your Company's last Annual Report. In that outlook, I noted that we continue to be in uncertain times. At that point in the UK, there was debate and concern around inflation, with members of the MPC split on interest rate rises, whilst echoes of concern over a Covid-19 resurgence were stalling hopes of global economic recovery. Much has changed, yet so much remains the same.

As feared in my last commentary, an early resolution to the conflict in Ukraine was not forthcoming and, despite Western and NATO support, shows no signs of resolution.

Global supply chains have returned to some normality and as a consequence in developed markets the momentum of increasing inflation appears to be weakening. Forward looking indicators suggesting that inflation is likely to moderate, as it has already in the US where it is on a downward trajectory. Central banks are walking an interest rate tight-rope, as they balance inflation control with maintaining economic growth. In Emerging Markets, the inflation picture is mixed with a chance of China going into deflation and inflation levels improving elsewhere.

Active management allows us to be agile in responding to changing market conditions and seizing potential alpha-generating opportunities. We believe that the skillful selection of investments, combined with prudent risk management, will enable us to navigate through market fluctuations and deliver superior returns over the long term.

Performance

The UK Equity Share Portfolio has been jointly managed by Ciaran Mallon and James Goldstone over the period. Disappointingly the portfolio saw negative NAV total return performance during the year, underperforming the benchmark by 3.0%. The NAV total return of the UK Equity Share Portfolio over the year was -2.6%, which compares with the total return of 0.4% from the FTSE All-Share Index. The share price total return was -4.7%. Market sentiment was dominated by the impact of sharply increasing inflation and resulting interest rate rises, with the Bank of England increasing rates eight times during the year from 1% to 4.5%. Portfolio performance was mixed, with positive performance relative to the benchmark in three sectors, including strong performance in healthcare and energy stocks and with a number of sectors detracting from overall performance, including basic materials.

The Global Equity Income Portfolio, managed by Stephen Anness, saw positive NAV total return performance, outperforming the benchmark total return by 6.0%. The NAV total return of the Global Equity Income Share Portfolio over the year was 9.8%, which compares to the total return from the MSCI World Index (£) of 3.8%. The share price total return was 4.6%. Globally, market sentiment has similarly been dominated by concerns around rising inflation and the impact on economies of central bank actions in raising rates in order to bring inflation back under control. Against this backdrop the portfolio remained committed to strong stock selection rather than being focused on the broader topics of sector over or under weight allocations, geographic or macro-economic trend forecasting.

The Balanced Risk Allocation Portfolio, by its very nature, has a combination of equities, bonds and commodities exposures. It is managed by Invesco's Global Asset Allocation Team, based in Atlanta. During the period under review, the NAV total return of the Balanced Risk Allocation Share Portfolio was -11.4%, which outperformed the total return from its composite benchmark, which was down by -17.1%, by 5.7%. The share price total return was -14.3%. The portfolio's performance over the period was challenged by the environment of higher inflation and widespread interest rate hikes, with each asset class struggling against declines across commodities, equities and bonds. Tactical allocation was also difficult, with inconsistent returns making positioning in each asset class problematic.

The NAV total return on the Managed Liquidity Portfolio, managed by Derek Steeden, was 3.5%. The share price total return was -5.2%. The portfolio's very short duration helped protect from falls experienced in the wider bond market as a result of interest rates rising faster than expected. As I stressed in my statement last year, it is important to note that although this share class has a lower risk profile than the Company's other three share classes, it is not designed to be a cash fund, and as such is not without risk to capital.

Gearing

The UK Equity and Global Equity Income Portfolios are able to employ gearing by means of a bank loan facility. Your Board has again renewed this facility at a level of £40 million to allow the Portfolio Managers to employ gearing, if desired, across the two equity portfolios. The Portfolio Managers use this facility tactically and actively, increasing or reducing the level to take advantage of market opportunities. The gross gearing level on the UK Equity Share Portfolio ended the year at 7.7% and the Global Equity Income Portfolio had no gearing at the year-end.

Dividends and Dividend Policy

We have continued to apply the dividend policy adopted six years ago, and supported by shareholder advisory votes, whereby for both UK Equity and Global Equity Income Shares, dividends are paid by way of three equal interim dividends declared in July, October and January with a `wrap-up' fourth interim declared in April. For the year under review the first three dividends declared for the UK Equity Shares were 1.50p per share and for the Global Equity Income Shares 1.55p per share. The fourth interim dividends were 2.55p per share for the UK Equity Shares, bringing the total to 7.05p per share for the year (2022: 6.70p), and 2.55p per share for the Global Equity Income Shares, bringing that total to 7.20p (2022: 7.15p) per share for the year.

Your Company's dividend policy permits the payment of dividends in all four portfolios from capital. With the total income of your Company increasing to £7.40 million (2022: £6.99 million) the contribution from capital required for the Company's dividends to meet the Board's target level was reduced from 2022 levels. For the Global Equity Income Shares a contribution from capital of approximately 2.00p per share was required to achieve the dividend level (2022: 2.30p per share). For the UK Equity Shares a contribution from capital of approximately 0.65p per share was required to achieve the dividend level (2022: 0.70p per share).

The Board intends to continue with the policy of a partial augmentation from capital where appropriate and as we have updated the dividend policy for those share classes for the current financial year, UK Equity and Global Equity Income shareholders are again being given advisory votes on it. We did not set dividend targets for the year ended 31 May 2023 due to the uncertainty of income flows as a result of the pandemic.

For the year under review the Board declared one interim dividend of 1.00p for the Managed Liquidity Shares (2022: 1.00p). The Board has also declared an interim dividend for the year ended 31 May 2024, payable as noted above, of 1.00p per share for Managed Liquidity Shares. This dividend is payable from current year revenue. Given the quantum involved it is unlikely that such payments will be more frequent than annually and may indeed be less frequent.

For the year under review the Board also declared one interim dividend of 1.00p for the Balanced Risk Allocation Shares (2022: nil). The Board had not previously declared a dividend for the Balanced Risk Allocation Shares. Additionally, the Board declared an interim dividend for the year ended 31 May 2024, payable as noted above, of 1.00p per share for the Balanced Risk Allocation Shares and, in expectation of higher levels of income being received by the Portfolio, a special dividend of 2.00p per share. It continues to be the case that in order to maximise the capital return on the Balanced Risk Allocation Shares, the Directors only intend to declare dividends on this share class annually, when the level of income allows, and dividends may be paid less frequently.

The first interim dividends declared in respect of the year to May 2024, which will be paid on 15 August 2023 to shareholders on the register on 21 July 2023, were 1.60p per share for UK Equity Shares, 1.60p per share for Global Equity Income Shares, 1.00p per share for Balanced Risk Allocation Shares and a special dividend of 2.00p, (making a total of 3.00p), and 1.00p per share for Managed Liquidity Shares.

For the year ending 31 May 2024, the Board will target at least maintaining the dividend level from year to year for each of the UK Equity and Global Equity Income Shares. Depending on the level of income received in the relevant quarters, the quarterly dividends for each share class may be enhanced with contributions from capital. Typically, the first three interim dividends will be equal in size with a final fourth interim dividend that has the potential to be increased. The Directors only intend to declare dividends on the Balanced Risk Allocation Shares and Managed Liquidity Shares annually when the level of income allows and having taken into account the dividends paid on the other Share classes.

Discount Policy

Your Company adopted a discount control policy for all four share classes in January 2013, whereby the Company offers to issue or buy back shares of all classes with a view to maintaining the prices of the shares at close to their respective net asset values. The Board remains committed to its utilisation, although it has stepped back at times during the period under review in light of market volatility due to the geopolitical events noted in my commentary on market background above. Discounts have been somewhat wider than before, in line with discounts generally across the investment trust market, which have moved out to levels not seen for some time. The ongoing implementation of this policy is dependent upon your Company's authority to buy back shares, and the Directors' authority to issue shares for cash on a non pre-emptive basis, being renewed at general meetings of the Company.

As noted below, the completion of the cancellation of the UK Equity and Balanced Risk Allocation share premium accounts frees up additional reserves and gives your Company ample scope to continue share buybacks should it be perceived to be in shareholder's best interests.

Share Capital Movements

During the year to 31 May 2023 your Company bought back and placed in treasury 3,772,000 UK Equity Shares at an average price of 165.5p, 740,000 Global Equity Income Shares at an average price of 224.9p, 110,000 Balanced Risk Allocation Shares at an average price of 132.9p and 80,000 Managed Liquidity Shares at an average price of 94.75p. Other than in connection with the share conversion process, no shares were issued during the year. In addition, no shares were sold from treasury and no treasury shares were cancelled. No further shares have been bought back into treasury since the year-end. The Board intends to use the Company's buy back and issuance authorities when this will benefit existing shareholders; and to operate the discount control policy mentioned above; and will ask shareholders to renew the authorities as and when appropriate.

Share Class Conversions

Your Company enables shareholders to adjust their asset allocation to reflect their views of future market returns. Shareholders have the opportunity to convert their holdings of shares into any other class of share, without incurring any tax charge (under current legislation). The conversion dates for the forthcoming year are as follows: 1 August 2023; 1 November 2023; 1 February 2024; and 1 May 2024. The total number of Share class conversions that have occurred over the year's conversion opportunities resulted in net flows of £2.0 million out of the UK Equity Share Portfolio; of £1.8 million into the Global Equity Income Share Portfolio; of £0.1 million into the Balanced Risk Allocation Share Portfolio; and £0.1 million into the Managed Liquidity Share Portfolio. Should you wish to convert shares at any of these dates, conversion forms, which are available on the Manager's website at www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html, or CREST instructions must be received at least ten days before the relevant conversion date.

Cancellation of the UK Equity and Balanced Risk Allocation Share Premium Accounts

As I noted in the Half-Yearly Financial Report, following class consents and approval of shareholders at your Company's Annual General Meeting on 4 October 2022, the Court process to cancel the share premium accounts of the UK Equity and Balanced Risk Allocation Share Classes was implemented on 17 November 2022. Following the implementation the entire share premium account of each of the UK Equity and Balanced Risk Allocation Share Classes was cancelled, amounting to £121,700,000 and £1,290,000, respectively. These distributable reserves provide your Company with flexibility, subject to financial performance, to make future distributions and/or, subject to shareholder authority, in buying back shares.

New Corporate Broker

Winterflood Securities Limited were appointed as the new sole corporate broker and financial adviser to your Company, with effect from 2 May 2023.

Board Matters

There were no changes to the composition of the Board during the year under review. In 2022, the FCA published new rules to encourage companies to report on their board's ethnic and gender diversity. These rules apply to your Company for the year under review and you will find appropriate disclosures on pages 55 and 56. The Board will take into account these new requirements in its next round of succession planning.

All directors will stand for re-election at the forthcoming AGM, details of which are set out below.

Environmental, Social and Governance (`ESG') Considerations

The Board recognises the importance of ESG and the Portfolio Manager's scrutiny of these factors in the underlying portfolio of companies as part of the wider investment process and the consideration of investment risk, opportunity and valuation. Although the UK Equity and Global Equity Income Portfolio Managers are not bound by specific ESG criteria and have the ability to invest across the full ESG spectrum, ESG considerations are fully integrated into the investment process. In addition, the Portfolio Managers engage with investee companies on ESG issues, as well as on broader matters of company strategy and performance, throughout the duration of the investment, with the aim of challenging, assessing and monitoring risk and which is further supported by Invesco's large and well-resourced global ESG Team. Further information on the UK Equity and Global Equity Income Portfolio Manager's ESG processes and engagement is set out in their ESG Statement on pages 39 to 43.

Reporting under the Task Force on Climate Related Disclosures

In accordance with the requirements of the Taskforce on Climate Related Financial Disclosures (`TCFD'), Invesco Fund Managers Limited provided product level reports for the investment trusts it manages in late June 2023. The report for your Company, covering the UK Equity and Global Equity Income Share Classes, is available on the Manager's website at www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html. Given the underlying portfolio holdings of the Balanced Risk Allocation and Managed Liquidity Share Classes are not covered by relevant climate analytic methodologies, the report for the Company does not cover those two portfolios. Key elements of the report includes climate metrics for the respective UK Equity and Global Equity Income portfolios, including versus their applicable benchmarks, a scenario analysis of how climate change is likely to impact the respective portfolio assets under orderly, disorderly and hothouse world scenarios, and a discussion of the most significant drivers of performance under those scenarios.

Consumer Duty

The Board is cognisant of the FCA's Consumer Duty rules, which set higher and clearer standards of consumer protection across financial services and aim to put customer needs first. Whilst the rules do not directly apply to your Company, they do require the Manager to consider the needs, characteristics and objectives of their customers and to deliver key outcomes. The Board has received regular updates from the Manager on its implementation plan, including the positive results of its value assessment on each of the four portfolios. The Board will continue to monitor the Manager's compliance, which will be formally reviewed, as part of the annual assessment of the Manager, by the Management Engagement Committee.

Annual General Meeting (`AGM')

I am pleased to invite all our shareholders to the Company's AGM which will be held in person at 43-45 Portman Square, London, W1H 6LY at 11.30am on 2 October 2023.

As well as your Company's formal business, there will be a presentation from the UK Equity and Global Equity Income Portfolio Managers. Shareholders will have the opportunity to put questions to the Directors and UK Equity and Global Equity Income Portfolio Managers. Light refreshments will be available. Shareholders may bring a guest to this meeting. To register your interest in attending, please contact us at investmenttrusts@invesco.com.

For those unable to attend the AGM in person, we will be posting updates from each of the Portfolio Managers on our website after the AGM. The business of the AGM is summarised in the Directors' Report on pages 64 and 65. It is recommended that shareholders exercise their votes by means of registering them with your Company's registrar ahead of the meeting, online or by completing paper proxy forms, and appoint the Chairman of the meeting as their proxy. The Board has considered all the resolutions proposed in the Notice of the AGM and believe they are in the best interests of shareholders and your Company as a whole. Accordingly, the Directors recommend that shareholders vote in favour of each resolution, as will the Directors in respect of their own shareholdings.

Once again, I look forward to meeting as many of you as possible at the AGM.

Outlook

Within the context of my earlier comments on the market backdrop, we expect market volatility to continue and this may present your Portfolio Managers with attractive investment opportunities. In times of volatility, the worst days are often followed by the best days, and one needs to remain invested to capture those days.

Your Company's UK Equity and Global Equity Income Portfolios are committed to a `valuation based' approach, which aims to identity the true valuation of a company and whether the current share price reflects this. Although, it is difficult to know how long the market will take to appreciate the value of a company, your Managers identify specific drivers that aim to enable this recognition. UK equities, in general, have experienced a prolonged period of being rather unwanted, unfashionable and unloved, and share prices have been affected by a significant withdrawal from this market. Their value is being very gradually recognised and we expect an uptick in M&A. In the US, it has been striking to note how narrow the market has been, with performance concentrated across a handful of names and a marked difference between the S&P 500's returns versus that minus its seven dominant stocks. We are starting to see some signs of this normalising. The Managers are of the view that income, in the form of dividend, is an important constituent of the total return of the equity portfolios. They have a strong belief in the ability of equities to protect the investor from the effects of inflation over the long term.

The Balanced Risk Allocation Portfolio aims to deliver equity-like returns but with half the volatility of equity markets. Although there will still be day-to-day volatility, over the longer term investors may have a smoother experience in the price movements, gained through a diversified spread of exposures across equity, bond and alternative assets.

By investing predominantly in ultra-short dated bonds, the Managed Liquidity Portfolio aims to offer a higher degree of security for those with a more conservative outlook; its investments may be impacted by interest rates as well as other factors.

As I write, we are starting to see evidence of inflationary pressures beginning to ease slightly, with the expectation across US, European and UK markets, that the rate rise cycle is coming to an end. Your Managers expect a more substantive downward move in inflation over the autumn. I continue to believe that your Company's structure and portfolios remain well positioned to negotiate the market challenges and opportunities that lie ahead.

 

Victoria Muir

Chairman

1 August 2023

 

UK Equity Share Portfolio Performance Record

Total Return

For the year ended 31 May

 

2023

2022

2021

2020

2019

Net Asset Value(1)

-2.6%

6.8%

34.6%

-12.4%

-4.9%

Share Price(1)

-4.7%

3.0%

31.6%

-16.2%

-3.1%

FTSE All-Share Index(1)

0.4%

8.3%

23.1%

-11.2%

-3.2%

Revenue return per share

6.40p

6.00p

3.90p

4.12p

5.73p

Dividends

7.05p

6.70p

6.65p

6.60p

6.60p

(1) Source: Refinitiv.

UK Equity Share Portfolio Historical Shareholder Returns from an Initial Investment of £1,000 on 31 May 2013

 

 

Annual

 dividends

from

investment(1)

£

Cumulative

dividends

from

investment(1)

£

 

Capital

value (using

mid-market

share price)

£

Outcome if

dividends

reinvested on

payment date

£

 

Annual

dividends

per share(1)

pence

 

 

Mid-market

share price

pence

 

31 May

2013

-

-

-

145.25

1,000

1,000

2014

5.30

36

36

153.00

1,053

1,092

2015

6.15

42

78

172.50

1,187

1,278

2016

6.15

43

121

162.50

1,119

1,250

2017

6.25

43

164

192.00

1,322

1,530

2018

6.45

44

208

186.00

1,280

1,535

2019

6.60

45

253

173.50

1,194

1,488

2020

6.60

46

299

139.50

960

1,247

2021

6.65

46

345

176.00

1,212

1,640

2022

6.70

46

391

175.00

1,205

1,691

2023

7.05

48

439

159.50

1,098

1,608

Source: Refinitiv.

 

UK Equity Share Portfolio Managers' Report

Q What has been happening in the UK equity market over the period?

A For most of the twelve-month period market sentiment was dominated by the impact of sharply increasing inflation on the economy primarily driven by global supply chain disruptions, increased commodity prices and pent-up consumer demand. In response to rising inflation, the Bank of England took a cautious approach to monetary policy, considering the potential impact on the economy that was still partially in a recovery phase post pandemic. Interest rates were adjusted incrementally in an attempt to strike a balance between controlling inflation and supporting economic growth. The Bank of England raised rates eight times during the period from 1% to 4.5% and, subsequent to the end of the review period, raised rates by a further 0.5% to 5% in response to persistently high readings on inflation and also pay.

The FTSE All-Share Index has a large weighting to commodity and energy stocks. As commodity and energy prices moderated in the second-half of the period under review estimates of aggregate earnings were revised downwards and this weighed on the performance of the Index. Outside the energy sector underlying earnings estimates have been broadly flat, although estimates in the banks sector have been revised up as interest rates have continued to rise. The technology, industrials and consumer discretionary sectors were the strongest performing sectors over the period, whilst telecoms, real estate and basic materials were significantly weaker.

Q How did the portfolio perform and what were the key contributors and detractors to performance over the year?

A The portfolio underperformed its benchmark over the twelve months to 31 May 2023, with a net asset value return of -2.6%. Over the same period the FTSE All-Share Index rose +0.4%.

At a sector level the biggest contribution to positive performance versus the FTSE All-Share Index over the twelve-month period was the portfolio's underweight to the healthcare sector. The portfolio's holding of PureTech Health performed well. In March the company announced that it had sold a portion of its royalties derived from sales of a treatment for schizophrenia (developed by a company it founded, Karuna) for $100 million upfront and $400 million in future revenues. In our view, the quality of the development pipeline and the valuation of the PureTech Health business remains compelling. Not holding GlaxoSmithKline was helpful to overall performance as the company's share price struggled to recover from litigation concerns around its Zantac drug which was alleged to have links to cancer.

The price of crude oil and natural gas has fallen steadily over the twelve-month period as supply has normalised. The portfolio weighting to the energy sector is in line with the benchmark and both BP and Shell contributed modestly to performance.

The portfolio is overweight to the industrials sector and despite the sector detracting from performance overall, there were a number of holdings that performed well. Ferguson announced better than expected results in the fourth-quarter and continuing share buy backs. Within the same sector Bunzl and Coats both delivered better than expected results and were two of the strongest performing holdings overall, but this performance was offset by weakness in the portfolio's holdings of Chemring, which issued a downbeat update earlier in the year following delays in customer procurements, energy and wage inflation and labour shortages. Subsequent to the end of the review period the share price has recovered sharply following a report of record first-quarter order intake. Essentra reported a drop in fourth-quarter sales and a tough trading environment.

Financials detracted overall as a sector but there were some notable strong performances in the portfolio. Insurance holdings Lancashire and Hiscox both contributed strongly to relative performance. Lancashire saw an increase in gross written premiums and both firms reported smaller than anticipated losses from Hurricane Ian which made landfall in Florida in September 2022. Unfortunately, some of this strong performance in financials was offset by Barclays, a top 10 holding in the portfolio, which was slightly weaker over the period. Additionally, not holding benchmark heavyweight HSBC which performed well over the period detracted from relative performance.

Consumer discretionary stocks remained under pressure due to cost of living increases, however, RELX and Whitbread posted notable performances. RELX, which has activities in areas such as science journals, risk analytics, legal databases and exhibitions, issued revenue and profit growth guidance above expectations which was well received by the market, and Whitbread issued a strong trading update. JD Sports Fashion also performed strongly in the second half of the twelve-month period. Unfortunately, these strong performances in the sector were partially offset by Future which has been weaker following the announcement last year that the Chief Executive was planning to step down. We believe that the succession planning for the business has been carefully conducted and remain confident of the business's prospects.

The portfolio is overweight the utilities sector and SSE, a leading developer and operator of renewable energy (predominantly wind and hydroelectric) across the UK and Ireland performed well. We see SSE as one of a number of companies that are key to the successful transition to Net Zero. Drax is another example and has successfully transitioned from a coal fired electricity production to almost completely generating power from sustainably sourced biomass. Unfortunately, the company's prospective carbon-capture project failed to be selected for fast-track financing discussions with the UK government and this weighed on the share price. However, it has been invited for formal discussions with the UK government to help the deployment of large-scale Power BECCS (Bioenergy with Carbon Capture and Storage).

Consumer staples was a sector of mixed performance. The portfolio is underweight the sector but the holdings of Tesco, British American Tobacco (BAT) and Cranswick contributed overall to relative performance, as did not holding Diageo and Ocado, both of which were weaker over the period. However, these gains were offset by the portfolio's holding of Nichols and not holding large international branded staples producer Unilever, which performed well and therefore detracted from relative performance.

Sharp rises in interest rates have impacted the whole of the property sector due to the typically high levels of debt and therefore sensitivity to higher interest rates. PRS REIT, which provides high quality new build homes for the rental market has inevitably been weaker in this environment, but the business has an impressive portfolio of properties and demand for rental homes in the UK is growing and will likely see further demand as interest rates look set to remain higher in the immediate future.

Basic materials detracted from relative performance as gold miners Newmont and Barrick Gold were weaker. Gold rallied strongly from November 2022 to the beginning of April 2023 before moderately tailing off towards the end of the period. Newmont reported second-quarter adjusted earnings per share that were below expectations. Similarly, Barrick Gold's first-quarter results were mixed with production modestly lower due to maintenance, and elevated costs. Historically gold has been a good hedge against inflation and with inflation likely to remain higher for longer, we believe this position will provide some diversification benefits in the months to come, accompanied by an attractive yield.

On the flipside, still within the basic materials sector, not owning large international industrial metals & mining companies Anglo American, Glencore and Rio Tinto was helpful to relative performance versus the benchmark as the share prices of all three were weaker over the period due to weaker base metal and bulk commodity prices since the beginning of this year.

 

 

Year end

 

Total

Portfolio

Key Contributors

Impact %

Weight %

Ferguson

+0.60

2.7

Lancashire

+0.50

1.4

SSE

+0.44

5.1

Bunzl

+0.37

2.9

RELX

+0.31

4.6

 

 

Year end

 

Total

Portfolio

Key Detractors

Impact %

Weight %

Newmont

-1.19

1.8

Future

-0.75

0.5

PRS REIT

-0.63

3.0

Drax

-0.49

2.7

Chemring

-0.48

1.3

Q How has gearing impacted the performance and what is your strategy going forward?

A The use of gearing in the portfolio over the period was slightly detrimental to overall performance. Gearing at the start of the twelve-month period was just under 11% and this was reduced to around 0% by December 2022 before rising to around 7.5% at the end of the period in May 2023. This level is below the limit of 25% set by the Board.

The level of gearing is under regular review. In the current higher interest rate environment, the cost of gearing the portfolio is now a more important consideration when ascertaining the appropriate level for the portfolio. We are comfortable that the current level of gearing provides an opportunity to enhance the portfolio's returns relative to the FTSE All-Share Index when considering a wider macro view and the opportunities in the portfolio.

Q Have your views on inflation changed over the last twelve months and have you altered your approach at all as a result?

A Having risen to levels far higher than anyone had anticipated, the expectation was that inflation would fall more sharply than has been the case. Many commentators had described their expectations for inflation as `transient' but in fact it has been more persistent than most had predicted. Our view over the review period had been that inflation would remain higher for longer and that view has strengthened over the course of this year. Consequently, to curb inflation, interest rates have risen sharply. For the businesses in which we invest, this increases the cost of capital. Our focus has therefore become even more concentrated on strong businesses with pricing power and robust balance sheets.

Q How has the portfolio evolved over the period and how is it currently positioned?

A There have been no material adjustments to the positioning of the portfolio although there has been some trading activity. The holdings of Barratt Developments, DFS Furniture, Johnson Service, Jupiter Fund Management, Restaurant Group and Vodafone were disposed of whilst Next, AstraZeneca and Newmont were reduced in size. The sale of Barratt Developments reflected our view that housebuilders were likely to come under increasing pressure as interest rates rise, whilst DFS Furniture, Restaurant Group and Johnson Service were all sold as the consumer came under increased pressure with the rising cost of living and pressure on disposable incomes. Jupiter Fund Management was sold as the business continued to struggle with performance and fund outflows and we lost conviction in the investment case.

New positions in Lloyds and Man were introduced in the portfolio. The portfolio already has a long standing holding in Barclays, but we think that a holding in Lloyds will complement and diversify our banking exposure. Lloyds has the largest share of retail deposits in the UK and less exposure to corporate business. The business has a new leadership team with a clear mid-term growth strategy & return potential. Man is a leading hedge fund manager with a strong track record of investment return and performance fee generation which should support significant capital returns and share buy backs. The business has multiple and diversified sources of performance fee generation across a broad client base, all of which reduces the risk.

On a sectoral basis and relative to the FTSE All-Share Index, we remain over-weight in utilities and consumer discretionary stocks. The overweight to utilities offers an inflation-linked return that in our view remains underappreciated. We have also maintained our exposure to energy as these companies generate significant free cash flows and make substantial distributions to shareholders, even at currently reduced oil prices. Even in the case of economic weakness we would expect oil prices to prove resilient from here, at least relative to other commodities, as the Organisation of the Petroleum Exporting Countries (OPEC) will continue to manage supply. It is also possible that they will benefit from a rerating as they are rewarded for their increased commitment to invest in low carbon energy projects.

We remain under-weight in consumer staples which we see as expensive, and financials in general but we do have a sizeable position in banks stocks Barclays and Lloyds.

Q What is your outlook for the next 12 months and beyond? Why invest in the UK now?

A The UK economy has weathered its fair share of challenges. However, despite the headwinds of high inflation and higher interest rates, which have been more persistent than anticipated and will likely remain higher for longer, we remain optimistic that inflation will start to moderate towards the end of 2023. The uncertainties in the global economy and the geo-political landscape continue to make the range of possible outcomes particularly wide. We believe that to mitigate these continuing headwinds, a strategy of focusing on companies that are good quality, with sound fundamentals and strong cash generation, is the right course to follow. By carefully selecting stocks with strong liquidity, we can remain active and maintain a portfolio of our highest conviction ideas, across a range of sectors. We remain confident in the long-term prospects of the companies that we own in the UK Equity Portfolio and further believe that these companies have the potential to strengthen their competitive positions in the year ahead irrespective of the economic and market regime that will develop.

We continue to engage closely with the management teams of the companies in which we invest. It is often during challenging market conditions that their insight and expertise, from the sectors and economies in which they operate, is extremely useful and complementary to the data and analysis that is already available to us. It is also due to the global footprint of these companies in the FTSE All-Share Index, that we often say the UK equity market is not a proxy for the UK economy. More than 75% of corporate earnings in the FTSE All-Share Index are derived internationally. UK equities continue to appear attractively valued across a blend of valuation measures, relative to history, and relative to the US market. This opportunity is not just at an index level, but in fact across all the major sectors.

The current environment continues to be difficult to predict. The Bank of England has a difficult task to get inflation under control without inflicting undue damage on the economy by withdrawing economic stimulus. Whilst we believe that inflation may begin to fall later this year, this will be largely due to annualising high prices from last year. The price level for many goods and services will likely remain elevated. Those companies that are able to pass on or absorb these increases, will likely fair better in our view; and although concerns of a shallow recession loom, by strategically positioning the portfolio for a range of outcomes we hope to navigate the potential headwinds that might occur.

 

James Goldstone & Ciaran Mallon

Joint Portfolio Managers

1 August 2023

 

UK Equity Share Portfolio List of Investments

AT 31 May 2023

Ordinary shares listed in the UK unless stated otherwise

 

 

Market

 

 

 

Value

% of

Company

Sector†

£'000

Portfolio

Shell

Oil, Gas and Coal

 7,299

 5.4

SSE

Electricity

 6,853

 5.1

National Grid

Gas, Water and Multi-utilities

 6,255

 4.7

RELX

Media

 6,254

 4.6

BP

Oil, Gas and Coal

 6,026

 4.5

Next

Retailers

 5,448

 4.1

AstraZeneca

Pharmaceuticals and Biotechnology

 4,687

 3.5

Barclays

Banks

 4,524

 3.4

Barrick Gold - US Listed

Precious Metals and Mining

 4,362

 3.2

PRS REIT

Real Estate Investment Trusts

 4,022

 3.0

Top Ten Holdings

 

55,730

41.5

Bunzl

General Industrials

 3,955

 2.9

Phoenix

Life Insurance

 3,683

 2.8

Ferguson

Industrial Support Services

 3,678

 2.7

Experian

Industrial Support Services

 3,661

 2.7

Drax

Electricity

 3,592

 2.7

Tesco

Personal Care, Drug and Grocery Stores

 3,212

 2.4

Legal & General

Life Insurance

 2,995

 2.2

Young & Co's Brewery - Non-Votingᴬᴵᴹ

Travel and Leisure

 2,881

 2.2

British American Tobacco

Tobacco

 2,862

 2.1

United Utilities

Gas, Water and Multi-utilities

 2,549

 1.9

Top Twenty Holdings

 

88,798

66.1

Compass

Consumer Services

 2,530

 1.9

Ashtead

Industrial Transportation

 2,526

 1.9

Whitbread

Travel and Leisure

 2,381

 1.8

Newmont - US Listed

Precious Metals and Mining

 2,376

 1.8

Smith & Nephew

Medical Equipment and Services

 2,334

 1.7

Coats

General Industrials

 2,237

 1.6

Croda International

Chemicals

 2,158

 1.6

JD Sports Fashion

Retailers

 1,989

 1.5

Lloyds

Banks

 1,907

 1.4

Lancashire

Non-life Insurance

 1,905

 1.4

Top Thirty Holdings

 

111,141

82.7

 

 

 

Market

 

 

 

Value

% of

Company

Sector†

£'000

Portfolio

XPS Pensions

Investment Banking and Brokerage Services

 1,905

 1.4

Hiscox

Non-life Insurance

 1,833

 1.4

Chemring

Aerospace and Defence

 1,724

 1.3

JTC

Investment Banking and Brokerage Services

 1,651

 1.2

CVSᴬᴵᴹ

Consumer Services

 1,605

 1.2

Chesnara

Life Insurance

 1,598

 1.2

Man

Investment Banking and Brokerage Services

 1,555

 1.1

Cranswick

Food Producers

 1,467

 1.1

Babcock International

Aerospace and Defence

 1,444

 1.1

PureTech Health

Pharmaceuticals and Biotechnology

 1,423

 1.1

Top Forty Holdings

 

127,346

94.8

Sirius Real Estate

Real Estate Investment Trusts

 1,361

 1.0

Hays

Industrial Support Services

 1,243

 0.9

Nicholsᴬᴵᴹ

Beverages

 1,212

 0.9

Treatt

Chemicals

 1,126

 0.8

Essentra

Industrial Support Services

 1,076

 0.8

Future

Media

 600

 0.5

Sherborne Investors (Guernsey) C

Investment Banking and Brokerage Services

 382

 0.3

Total Holdings 47 (2022: 51)

 

134,346

100.0

 

AIM Investments quoted on AIM.

 FTSE Industry Classification Benchmark.

 

UK Equity Share Portfolio

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

Income Statement

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

(Losses)/gains on investments held at fair value

-

(8,678)

(8,678)

-

 5,449

 5,449

Gains/(losses) on foreign exchange

-

 2

 2

-

(11)

(11)

Income

 5,314

 176

 5,490

 5,369

-

 5,369

Investment management fees

(210)

(490)

(700)

(240)

(561)

(801)

Other expenses

(418)

(1)

(419)

(337)

(2)

(339)

Net return before finance costs and taxation

 4,686

(8,991)

(4,305)

4,792

 4,875

 9,667

Finance costs

(97)

(226)

(323)

(50)

(118)

(168)

Return before taxation

 4,589

(9,217)

(4,628)

4,742

 4,757

 9,499

Tax

(48)

-

(48)

(45)

-

(45)

Return after taxation for the financial year

 4,541

(9,217)

(4,676)

4,697

 4,757

 9,454

Return per ordinary share - note 7

 6.40p

 (12.99)p

 (6.59)p

6.00p

 6.07p

 12.07p

Summary of Net Assets

AT 31 MAY

 

2023

2022

 

£'000

£'000

Fixed assets

134,346

158,450

Current assets

1,010

1,126

Creditors falling due within one year, excluding borrowings

(270)

(452)

Bank facility

(9,650)

(15,750)

Net assets

125,436

143,374

Net asset value per share

182.11p

194.35p

Gearing:

 

 

- gross

7.7%

11.0%

- net

7.5%

10.8%

Summary of Changes in Net Assets

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

£'000

£'000

Net assets brought forward

143,374

166,334

Shares bought back and held in treasury

(6,286)

(22,245)

Share conversions

(1,995)

(4,956)

Return after taxation for the financial year

(4,676)

9,454

Dividend paid

(4,981)

(5,213)

Net assets

125,436

143,374

 

Global Equity Income Share Portfolio Performance Record

Total Return

 

 

 

 

 

For the year ended 31 May

 

 

 

 

 

 

2023

2022

2021

2020

2019

Net Asset Value(1)

9.8%

9.6%

35.9%

-6.4%

-1.3%

Share Price(1)

4.6%

4.4%

32.6%

-6.1%

-0.1%

MSCI World Index (£)(1)

3.8%

7.4%

22.3%

8.9%

5.3%

Revenue return per share

5.20p

4.85p

3.95p

5.39p

6.90p

Dividends

7.20p

7.15p

7.10p

7.05p

6.90p

(1) Source: Refinitiv.

Global Equity Income Share Portfolio Historical Shareholder Returns from an Initial Investment of £1,000 on 31 May 2013

 

 

Annual

 dividends

from

investment(1)

£

Cumulative

dividends

from

investment(1)

£

 

Capital

value (using

mid-market

share price)

£

Outcome if

dividends

reinvested on

payment date

£

 

Annual

dividends

per share(1)

pence

Mid-market

share price

pence

 

 

31 May

2013

-

-

-

140.00

1,000

1,000

2014

3.55

25

25

148.00

1,057

1,083

2015

4.60

33

58

166.75

1,191

1,257

2016

6.00

43

101

156.00

1,114

1,222

2017

6.40

45

146

197.50

1,411

1,601

2018

6.70

48

194

202.00

1,443

1,691

2019

6.90

49

243

195.00

1,393

1,690

2020

7.05

51

294

176.50

1,261

1,587

2021

7.10

50

344

226.00

1,614

2,103

2022

7.15

51

395

229.00

1,635

2,197

2023

7.20

52

447

232.00

1,657

2,296

Source: Refinitiv.

Global Equity Income Share Portfolio Manager's Report

Q How did the portfolio perform in the year under review?

A We are pleased to report the portfolio outperformed both its peer group and its relevant benchmark. The net asset value of the portfolio grew in the year to 31 May 2023, by 9.8%, this exceeded the return of the comparator benchmark which increased in value by 3.8%.

The whole of the year to May 2023 in financial markets was dominated by concerns around rising inflation, and the impact on economic activity of central bank actions (i.e. raising interest rates) to bring it back under control. Investor sentiment has swung between periods of pessimism such as in summer and early autumn 2022, where investor expectations became overly bearish expecting a deep recession in response to the rapid tightening of monetary policy; to periods through the spring of 2023 where optimism around new technology (such as AI) and resilient corporate earnings, together with better inflation data, have fuelled hopes of a soft landing for the global economy.

At a regional level, the US market has been dominated by sentiment around the technology sector; it was extremely weak through much of 2022, however recovered strongly during 2023 despite a mini regional banking crisis on positive earnings announcements and more recently expectation of a new wave of earnings growth arising from developments in AI. The UK has been amongst the worst performers globally over the 12-month period, its large index weight in commodity and energy stocks was a drag as prices fell back following the sharp spikes post the Russian invasion of Ukraine. Europe has performed somewhat better, the expected energy crisis over the winter of 2022 did not materialise and generally the economy and corporate earnings have exceeded expectations. In Asia, the recovery of the Chinese economy from Covid-19 has been slower than expected, the region has performed relatively poorly. In contrast to Japan, where particularly in 2023 the stock market has outperformed other regions, being seen by investors as something of a safe haven from rising interest rates whilst enjoying reasonable valuations.

Q What were the key contributors and detractors to performance?

A Performance of the fund was driven by stock selection rather than over or under allocation to geographies or sectors. We are comfortable, indeed pleased with this as we spend most of our time analysing individual stocks rather than looking at macro-economic trends and forecasts.

The largest position in the portfolio, 3i, was also the largest positive contributor. We have held 3i, the UK listed private equity company since 2021. We are attracted to the quality and future growth potential of its largest asset, Action, a European discount retailer. It generates high returns, and we believe it retains significant growth potential. We are also impressed by the quality of 3i's management and how they have managed the remainder of their portfolio assets.

During the summer/autumn 2022 market weakness we added to our semiconductor holdings such as Broadcom and Nvidia, both of which subsequently performed well. We acquired a position in Besi, a Dutch listed company specialising in a semiconductor packaging technique known as hybrid bonding, which improves the overall performance, power efficiency and cost of semiconductors. We felt it was trading well below its intrinsic value. The recovery in the share price since has been strong, although justified in our view by some significant new customer wins. We retain a position though we have taken some profits.

Verallia, the French listed glass packaging manufacturer performed well as natural gas prices collapsed and the resilience of the business model became better understood.

Other strong contributors included Next where we built a position during the UK market dislocation following the budget whilst Liz Truss was Prime Minister, we sold the position in spring 2023 following strong performance. Also, Broadcom, the US based semiconductor company specialising in chips for the communications sector, where the company has continued to deliver results ahead of market expectations.

On the negative side of the ledger our holding in American Tower, the real estate company focused on owning and renting sites for mobile phone masts was weak as investors became more concerned by the impact of rising interest rates on profitability. The other property asset in the portfolio, Link REIT, the Hong Kong property company, was also weak for this reason, but also the slow economic recovery in Asia and its decision to raise capital.

We are underweight in the energy sector, but our only holding, Aker BP, the Norwegian oil producer was an underperformer. There was no bad news, however the stock drifted lower with the underlying commodity price.

Top Contributors

 

Year end

Average

 

 

Portfolio

Benchmark

Contribution

 

Weight

Weight

to Return

Holding

(%)

(%)

(%)

3i

6.3

0.03

3.25

Besi

2.0

-

1.86

Verallia

4.8

-

1.56

Broadcom

5.4

0.44

1.55

Next

0.3

0.02

0.63

Bottom Contributors

 

 

 

 

Year end

Average

 

 

Portfolio

Benchmark

Contribution

 

Weight

Weight

to Return

Holding

(%)

(%)

(%)

American Tower

4.3

0.2

-1.68

Link REIT

2.6

0.03

-1.30

Aker BP

2.7

0.02

-1.30

Apple

-

4.75

-0.89

Union Pacific

3.4

0.25

-0.44

 

Q Has the portfolio changed significantly over the period?

A The portfolio has evolved quite considerably over the period. However, it is interesting to note the largest holdings in the portfolio at year end 2022 remain our largest holdings today, such as 3i, Verallia, American Tower, Broadcom, AIA and Microsoft. Others such as Standard Chartered and Coca-Cola are just outside the top ten holdings.

Another constant has been our overweight in the financials sector, however whilst we are overweight in the insurance sector and private equity companies (3i and KKR & Co) we continue to be very underweight banks. Whilst we acknowledge rising interest rates have provided a tailwind to interest income, we remain concerned by credit quality risks as the global economy slows down. By year end Standard Chartered was our sole bank holding.

As already mentioned, market sentiment has swung between pessimism and over optimism, we have taken the opportunities provided by the market to buy good companies when we felt they were on sale. In the early part of the period, we reduced exposure to consumer staples such as Nestle, and US DIY chain Home Depot as we felt they were fully valued. We increased exposure to more cyclical and technology names such as Celanese, the US based chemical company with a strong record of value creation, also the aforementioned Besi who produce equipment that increases the efficiency and performance of semiconductors. We also added US-based Intercontinental Exchange (ICE), the global exchange and data services company, after recent share price weakness led to a more attractive entry point. In the latter part of the year we scaled back some of our more economically sensitive holdings where our conviction was lower, selling out of JP Morgan, the US bank and Volkswagen (VW), the German automotive manufacturer. We added Asahi, and Royal Unibrew, the Japanese and Danish brewers whose recovery prospects post pandemic we felt were underappreciated, and toward the end of the period Reckitt Benckiser the UK listed household consumer products company.

Q Do you worry the crisis during the spring in US regional banks is a foretaste of banking turmoil in the year ahead?

A Whilst we would never completely rule it out as banks remain leveraged plays on the global economy, we believe it is extremely unlikely. The circumstances that pertained to Silicon Valley Bank and First Republic in the US were quite unique. The larger banks in the US and in particular Europe are much better capitalised and regulated than before the financial crisis of 2008. However, at present we do not find the risk reward profile attractive relative to other opportunities in the market.

Q There is much excitement around the potential for Artificial Intelligence, what's your take?

A The emergence of Chat GPT in recent months, and then the significant rise in profit guidance from Nvidia toward the end of May 2023 has set interest in this developing technology alight. Our view is that it is a further evolution of the digitalisation trends in almost all areas of our lives. It will provide a further leg to growth for the broader semiconductor and software industries in years to come.

We held Nvidia through most of the period, making close to 60% profit on our investment. We sold in March/April 2023 as we saw the company as being fully valued. Clearly if they can deliver on recent forecasts, we would be proved wrong, but we felt the risk/ reward trade-off was no longer compelling given the high valuation of the stock.

We would caution however on getting carried away, other than Nvidia there are not many pure plays on the theme and share prices across the whole technology sector have moved sharply higher in recent months. Much future good news is already priced into the sector.

Q How has the portfolio gearing evolved over the last year?

A We started the year in June 2022 with around 10% portfolio gearing, toward the end of 2022 following a reasonable recovery in markets it was reduced to around 7%, then 5% in March 2023 following a strong start to the year. By 31 May 2023 the portfolio had no gearing, reflecting our greater caution considering strong market performance set against what appears to us to be a very uncertain macroeconomic outlook around the world.

Q When considering stock selection for the portfolio, how do you incorporate ESG risks and considerations.

A Our approach whilst always evolving has not changed significantly over the last year.

We view analysing ESG risks as a key part of our investment process. As active, fundamental managers we consider every key aspect of a company's true worth, including material ESG considerations because we believe that the most sustainable way to make money is to buy companies for less than they are worth. Establishing an estimated `fair value' of a company is therefore essential and this entails incorporating ESG aspects into our investment methodology. We take a holistic approach where a company's ESG credentials are scrutinised alongside traditional financial and qualitative aspects to derive a fair value. All companies face challenges regarding ESG and therefore we must consider materiality (the impact of ESG factors on fair value) and ESG momentum (the potential for ESG improvement over time). Both can influence a stock's potential returns and our conviction levels in an investment. As shareholders we actively engage with companies to enhance the value of our investments. We encourage companies to create sustainable value and mitigate risks in relation to their corporate activities. This can include prompting them to improve governance structures, make better asset allocation decisions, instilling sustainable practices and policies, and providing better disclosure. This reinforces our fundamental belief that responsible investing demands a long-term view and that a stakeholder-centric culture of ownership and stewardship is at the heart.

Q How do you view the outlook for financial markets in the next 12 months?

A We said last year how difficult we felt the market was to forecast, sadly this year is no different. We have become progressively more cautious through 2023 as valuations have risen and profit margins widened, whilst at the same time monetary conditions have tightened, this is reflected in our more balanced portfolio positioning and lack of gearing.

Our best assessment is that the global economy will continue to slow over the summer as the sharp rise in interest rates around the world increasingly impact businesses and the consumer, especially as excess savings built up during Covid-19 lockdowns have now been largely spent. We could see quite a contraction in economic activity and sentiment by the early autumn, which may well impact share prices. The upside would be a further reduction in inflation and hopefully by year end or early 2024 some modest decline in interest rates, which may well provide investors with renewed optimism. Our sense at present is that the US may be first to see falling interest rates, the UK last, Europe in between.

For our part we will continue to invest in companies with strong balance sheets and generating free cashflows. Of course, no company or portfolio can ever fully insulate itself from the prevailing economic weather, but we hope to continue to outperform our benchmark in what may well be choppy waters.

 

Stephen Anness

Portfolio Manager

1 August 2023

 

Global Equity Income Share Portfolio List of Investments

AT 31 May 2023

Ordinary shares unless stated otherwise

 

 

 

At Market

 

 

 

 

Value

% of

Company

Sector†

Country

£'000

Portfolio

3i

Financial Services

United Kingdom

 4,136

 6.3

Broadcom

Semiconductors & Semiconductor Equipment

United States

 3,581

 5.4

Verallia

Materials

France

 3,177

 4.8

Microsoft

Software & Services

United States

 3,020

 4.6

American Tower

Equity Real Estate Investment Trusts (REITs)

United States

 2,817

 4.3

AIA

Insurance

Hong Kong

 2,812

 4.2

Samsung Electronics

Technology Hardware & Equipment

South Korea

 2,374

 3.6

  - preference shares

 

 

 

 

UnitedHealth

Health Care Equipment & Services

United States

 2,351

 3.5

Union Pacific

Transportation

United States

 2,247

 3.4

Royal Unibrew

Food, Beverage & Tobacco

Denmark

 2,107

 3.2

Top Ten Holdings

 

 

28,622

43.3

Standard Chartered

Banks

United Kingdom

 1,966

 3.0

Zurich Insurance

Insurance

Switzerland

 1,850

 2.8

Coca-Cola

Food, Beverage & Tobacco

United States

 1,830

 2.7

Aker BP

Energy

Norway

 1,800

 2.7

Progressive

Insurance

United States

 1,775

 2.7

Universal Music

Media & Entertainment

Netherlands

 1,765

 2.7

Link REIT

Equity Real Estate Investment Trusts (REITs)

Hong Kong

 1,701

 2.6

KKR & Co

Financial Services

United States

 1,656

 2.5

Reckitt Benckiser

Household & Personal Products

United Kingdom

 1,634

 2.5

Asahi

Food, Beverage & Tobacco

Japan

 1,582

 2.4

Top Twenty Holdings

 

 

46,181

69.9

RELX

Commercial & Professional Services

United Kingdom

 1,455

 2.2

Infrastrutture

Telecommunication Services

Italy

 1,443

 2.2

Celanese

Materials

United States

 1,359

 2.0

Kone - B shares

Capital Goods

Finland

 1,345

 2.0

Intercontinental Exchange

Financial Services

United States

 1,326

 2.0

Besi

Semiconductors & Semiconductor Equipment

Netherlands

 1,305

 2.0

Home Depot

Consumer Discretionary Distribution & Retail

United States

 1,236

 1.9

Taiwan Semiconductor Manufacturing

Semiconductors & Semiconductor Equipment

Taiwan

 1,231

 1.9

Recordati

Pharmaceuticals, Biotechnology & Life Sciences

Italy

 1,231

 1.9

Texas Instruments

Semiconductors & Semiconductor Equipment

United States

 1,174

 1.8

Top Thirty Holdings

 

 

59,286

89.8

Herc Holdings

Capital Goods

United States

 1,159

 1.8

Ferguson

Capital Goods

United Kingdom

 1,119

 1.7

Novartis

Pharmaceuticals, Biotechnology & Life

Switzerland

 927

 1.4

 

  Sciences

 

 

 

Canadian Pacific Kansas City

Transportation

Canada

 906

 1.4

Rolls-Royce

Capital Goods

United Kingdom

 657

 1.0

Danaher

Pharmaceuticals, Biotechnology & Life

United States

 600

 0.9

 

  Sciences

 

 

 

TencentR

Media & Entertainment

China

 576

 0.9

American Express

Financial Services

United States

 294

 0.4

Next

Consumer Discretionary Distribution &

United Kingdom

 184

 0.3

 

  Retail

 

 

 

Mainfreight

Transportation

New Zealand

 155

 0.2

Top Forty Holdings

 

 

65,863

99.8

Howden Joinery

Capital Goods

United Kingdom

 101

 0.1

Accenture - A shares

Software & Services

United States

 62

 0.1

Sberbank* - ADR

Banks

Russia

-

-

Total Holdings 43 (2022: 41)

 

 

66,026

100.0

ADR American Depositary Receipts - are certificates that represent shares in the relevant stock and are issued by a US bank. They are denominated and pay dividends in US dollars.

R Red Chip Holdings - holdings in companies incorporated outside the PRC, listed on the Hong Kong Stock Exchange, and controlled by PRC entities by way of direct or indirect shareholding and/or representation on the board.

 MSCI and Standard & Poor's Global Industry Classification Standard.

* The investment in Sberbank - ADR has been valued at zero as secondary listings of the depositary receipts on Russian companies have been suspended from trading.

Global Equity Income Share Portfolio

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

Income Statement

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments held at fair value

-

 4,782

 4,782

-

 4,380

 4,380

Gains on foreign exchange

-

 11

 11

-

 16

 16

Income

 1,893

 92

 1,985

1,601

-

 1,601

Investment management fees

(107)

(250)

(357)

(102)

(237)

(339)

Other expenses

(176)

(4)

(180)

(136)

(2)

(138)

Net return before finance costs and taxation

 1,610

 4,631

 6,241

1,363

 4,157

 5,520

Finance costs

(50)

(117)

(167)

(20)

(47)

(67)

Return before taxation

 1,560

 4,514

 6,074

1,343

 4,110

 5,453

Tax

(261)

(14)

(275)

(146)

-

(146)

Return after taxation for the financial year

 1,299

 4,500

 5,799

1,197

 4,110

 5,307

Return per ordinary share - note 7

 5.20p

 18.03p

 23.23p

4.85p

 16.66p

 21.51p

Summary of Net Assets

AT 31 MAY

 

2023

2022

 

£'000

£'000

Fixed assets

66,026

67,630

Current assets

861

566

Creditors falling due within one year, excluding borrowings

(144)

(206)

Bank facility

-

(5,352)

Net assets

66,743

62,638

Net asset value per share

265.53p

249.00p

Gearing:

 

 

- gross

0.0%

8.5%

- net

-0.8%

8.2%

Summary of Changes in Net Assets

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

£'000

£'000

Net assets brought forward

62,638

55,602

Shares bought back and held in treasury

(1,677)

(1,337)

Share conversions

1,774

4,823

Return after taxation for the financial year

5,799

5,307

Dividend paid

(1,791)

(1,757)

Net assets at the year end

66,743

62,638

 

Balanced Risk Allocation Share Portfolio Performance Record

Total Return

For the year ended 31 May

 

2023

2022

2021

2020

2019

Net Asset Value(1)

-11.4%

0.3%

25.4%

-3.1%

-2.7%

Share Price(1)

-14.3%

-5.2%

26.4%

-6.9%

-0.7%

Composite Benchmark(2)

-17.1%

-6.1%

16.8%

2.8%

-1.3%

ICE BoA Merrill Lynch 3 month

 

 

 

 

 

  LIBOR plus 5% per annum(1)

7.5%

5.1%

5.1%

5.9%

5.8%

Revenue return per share

3.38p

1.05p

-0.17p

-0.02p

0.42p

Dividends

1.00p

nil

nil

nil

nil

(1) Source: Refinitiv.

(2) With effect from 1 June 2021, the benchmark adopted by the Balanced Risk Allocation Portfolio is comprised of 50% 30-year UK Gilts Index, 25% GBP hedged MSCI World Index (net) and 25% GBP hedged S&P Goldman Sachs Commodity Index. Prior to this, the benchmark was ICE BoA Merrill Lynch 3 month LIBOR plus 5% per annum. Accordingly, both the new and old benchmark are shown.

Balanced Risk Allocation Share Portfolio Historical Shareholder Returns from an Initial Investment of £1,000 on 31 May 2013

 

 

Annual

Cumulative

dividends

from

investment(1)

£

 

Capital

value (using

mid-market

share price)

£

Outcome if

dividends

reinvested on

payment date

£

 

Annual

dividends

per share(1)

pence

 dividends

 

 

from

Mid-market

share price

pence

 

investment(1)

31 May

£

2013

-

-

-

111.00

1,000

1,000

2014

-

-

-

116.00

1,045

1,045

2015

-

-

-

121.75

1,097

1,097

2016

-

-

-

119.25

1,074

1,074

2017

-

-

-

133.50

1,203

1,203

2018

-

-

-

139.50

1,257

1,257

2019

-

-

-

138.50

1,248

1,248

2020

-

-

-

129.00

1,162

1,162

2021

-

-

-

163.00

1,468

1,468

2022

-

-

-

154.50

1,392

1,392

2023

 1.00

 9.00

 9.00

131.50

1,185

1,194

Source: Refinitiv.

 

Balanced Risk Allocation Share Portfolio Manager's Report

Investment Objective

The investment objective of the Balanced Risk Allocation Portfolio is to provide shareholders with an attractive total return in differing economic environments, and with low to moderate correlation to equity and bond market indices by gaining exposure to three asset classes: debt securities, equities, and commodities.

Q How has the strategy performed in the year under review?

A The Balanced Risk Allocation Portfolio posted a negative return of -11.4% over the fiscal year, outperforming the benchmark by 5.7%. The past twelve months proved to be a challenging year amid an environment of higher inflation, widespread rate hikes and fresh concerns of a growth slowdown, leading to a renewed bout of volatility. Against this backdrop, risk assets broadly struggled with commodities declining the most, followed by bonds and equities.

Q What were the biggest contributors and detractors to performance?

A Exposure to commodity markets was the largest detractor from performance, with three of the four complexes posting losses, led by energy, reflecting increasing concerns about the current and future state of the global economy. Energy saw declines in all six exposures, with natural gas being the worst-performing commodity in the complex. Agriculture exposure also detracted, as the soy complex declined on news of a bumper crop in Brazil as well as a forecast from the International Grains Council that supply is likely to outpace demand in 2023. Sugar was the top agriculture contributor as a lack of product available for delivery has taken prices to 2011 levels. Industrial metals saw losses in both copper and aluminium as prices remain under pressure following continued disappointing economic data from China, the world's top consumer of these metals. Precious metals were the sole complex to post gains with both gold and silver advancing. Both gold and silver rose in response to the banking crisis, lower interest rates and a weaker US dollar.

Exposure to equities detracted from results for the period as three of the six markets contended with an environment of higher rates, higher inflation and ongoing geopolitical turmoil. Emerging market equities were the largest detractor from results as inflation pressures remained elevated and concerns of weakness in China, where the recovery has not been as robust as expected. Both US large and small caps declined as well, as the US Federal Reserve (Fed) continued to press forward with aggressive rate hikes amid disappointingly persistent inflation readings. Small caps underperformed large caps as investors shifted out of higher-beta exposure, the result of investors' clear preference for larger, more liquid stocks. European equities were a top contributor, despite rate hikes by the European Central Bank (ECB), benefiting from rising investor optimism. Lower energy prices helped the European continent avoid a stagflationary spiral and saw the Euro Stoxx 50 Index near its highest point since the Global Financial Crisis. Japanese equities were the top contributor for the period on relative valuations, strong earnings reports, encouraging corporate reforms and the Bank of Japan maintaining its accommodative monetary policy.

Exposure to government bonds detracted from results as five of the six markets produced negative results. A combination of strong tightening moves across most major central banks and persistently high inflation readings had bond investors expecting further hikes, reducing the attractiveness of bonds. The sole market to post positive results for the period was Japan. Yields across most of the markets in which the portfolio invests have seemingly peaked, but the path remains choppy and range-bound, reflecting ongoing uncertainty around the strength of both growth and inflation.

Q How did the tactical allocation perform?

A The tactical allocation detracted from performance as the inconsistency of returns month-to-month across assets made positioning difficult. Tactical equity disappointed due to a lack of persistent trend, with equities up one month, down the next. Tactical commodities detracted largely due to overweights across energy for most of the period. Tactical bonds detracted due to mixed positioning for most of the period.

Q What is your 30-day outlook?

A Due to the flexible nature of the portfolio in terms of allocation across asset classes, the outlook is reassessed every 30 days, hence the reason why this period has been chosen.

Although the highly anticipated recession has not materialised yet, there is still reason for caution. Markets have remained resilient, but global economic indicators are flashing recessionary signals. Multiple vulnerabilities mark the landscape, including the prospect of more interest rate increases and their ultimate effect on economic growth. Should economic strength continue, inflation will likely remain elevated, keeping monetary policy tight. Looking forward, one of the main questions to be addressed is whether such significant monetary tightening will lead to credit issues.

The latest tactical positioning, as at the date of this report, includes overweights across all equity markets. Emerging markets and US small caps have transitioned from underweight to modestly overweight. In fixed income, the tactical positioning is now underweight all markets except Japan. Positioning within commodities is similar to last month, with all four complexes maintaining net underweight positions.

 

Scott Wolle

Portfolio Manager

1 August 2023

 

Balanced Risk Allocation Share Portfolio List of Derivative Instruments

AT 31 MAY 2023

 

 

Notional

 

Notional

Exposure

 

Exposure

as % of

 

£'000

Net Assets

Government Bond Futures:

 

 

Australia

1,691

27.3

Japan

1,458

23.6

Germany

935

15.1

Canada

659

10.6

UK

483

7.8

Total Bond Futures (5)

5,226

84.4

 

 

 

Commodity Futures:

 

 

Agriculture

 

 

Soyabean meal

158

2.5

Sugar

111

1.8

Soyabean

104

1.7

Soyabean oil

67

1.1

Cotton

64

1.0

Coffee

54

0.9

Corn

24

0.4

Energy

 

 

Gasoline

168

2.7

Brent crude

118

1.9

Low sulphur gasoline

106

1.7

New York Harbor ultra-low sulphur diesel

77

1.3

WTI crude

55

0.9

Natural gas

28

0.4

Industrial Metals

 

 

Copper

164

2.6

Aluminium

134

2.2

Precious Metals

 

 

Gold

160

2.6

Silver

96

1.6

Total Commodity Futures (17)

1,688

27.3

 

 

 

Equity Futures:

 

 

Japan

736

11.9

UK

521

8.4

Europe

364

5.9

Emerging markets

230

3.7

US small cap

211

3.4

US large cap

169

2.7

Total Equity Futures (6)

2,231

36.0

Total Derivative Instruments (28)

9,145

147.7

 

 

 

Target Annualised Risk

 

 

The targeted annualised risk (volatility of monthly returns) for the portfolio as listed above is analysed as follows:

 

 

 

 

 

Asset Class

Risk

Contribution

Fixed Income

3.1%

40.5%

Equities

2.9%

37.7%

Commodities

1.6%

21.8%

 

7.6%

100.0%

 

List of Investments

 

 

Market

%

 

Yield

value

of

 

%

£'000

Portfolio

Short Term Investments

 

 

 

Invesco Liquidity Funds plc - Sterling

 4.45

 3,107

56.1

UK Treasury Bill - 0% 18 Sep 2023

 4.09

 739

13.3

UK Treasury Bill - 0% 06 Nov 2023

 4.70

 587

10.6

UK Treasury Bill - 0% 30 Oct 2023

 4.71

 490

8.8

UK Treasury Bill - 0% 13 Nov 2023

 4.60

 269

4.9

UK Treasury Bill - 0% 23 Oct 2023

 4.66

 196

3.5

UK Treasury Bill - 0% 31 Jul 2023

 4.13

 149

2.7

Total Short Term Investments

 

 5,537

99.9

Hedge Funds(1)

 

 

 

Harbinger Streamline Offshore Fund

 

 5

0.1

Total Hedge Funds

 

 5

0.1

Total Fixed Asset Investments

 

 5,542

100.0

(1) The hedge fund investments are residual holdings of the previous investment strategy, which are awaiting realisation of underlying investments.

Derivative instruments held in the Balanced Risk Allocation Share Portfolio are shown on the previous page. At the year end all the derivative instruments held in the Balanced Risk Allocation Share Portfolio were exchange traded futures contracts. Holdings in futures contracts that are not exchange traded are permitted as explained in the investment policy on page 45.

 

Balanced Risk Allocation Share Portfolio

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

Income Statement

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Losses on investments held at fair value

-

(2)

(2)

-

(1)

(1)

Gains/(losses) on derivative instruments

 27

(963)

(936)

72

(32)

 40

Gains on foreign exchange

-

 15

 15

-

 38

 38

Income

 172

 -

 172

12

-

 12

Investment management fees

(15)

(34)

(49)

(16)

(38)

(54)

Other expenses

(27)

(2)

(29)

(24)

(2)

(26)

Net return before finance costs and taxation

 157

(986)

(829)

44

(35)

 9

Finance costs

-

-

-

-

-

-

Return before taxation

 157

(986)

(829)

44

(35)

 9

Tax

(16)

 16

-

-

-

-

Return after taxation for the financial year

 141

(970)

(829)

44

(35)

 9

Return per ordinary share - note 7

 3.38p

 (23.16)p

 (19.78)p

1.05p

 (0.83)p

 0.22p

Summary of Net Assets

AT 31 MAY

 

2023

2022

 

£'000

£'000

Fixed assets

5,542

6,233

Derivative assets held at fair value though profit or loss

125

362

Current assets

735

732

Derivative liabilities held at fair value though profit or loss

(186)

(225)

Creditors falling due within one year, excluding borrowings

(26)

(17)

Net assets

6,190

7,085

Net asset value per share

149.56p

169.87p

Notional exposure of derivative instruments as % of net assets

147.7%

145.7%

Summary of Changes in Net Assets

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

£'000

£'000

Net assets brought forward

7,085

6,890

Shares bought back and held in treasury

(147)

(275)

Share conversions

122

461

Return after taxation for the financial year

(829)

9

Dividend paid

(41)

-

Net assets at the year end

6,190

7,085

 

Managed Liquidity Share Portfolio Performance Record

Total Return

For the year ended 31 May

 

2023

2022

2021

2020

2019

Net Asset Value(1)

3.5%

-0.3%

3.6%

1.1%

1.3%

Share Price(1)

-5.2%

-4.0%

0.5%

1.6%

-0.5%

Revenue return per share

1.06p

-0.02p

1.35p(2)

0.65p

0.59p

Dividends

1.00p

1.00p

nil

0.80p

0.80p

(1) Source: Refinitiv.

(2) Includes a £34,000 (1.40p per share) refund of management fees in respect of prior year overcharges.

Managed Liquidity Share Portfolio Historical Shareholder Returns from an Initial Investment of £1,000 on 31 May 2013

 

 

Annual

 dividends

from

investment(1)

£

Cumulative

dividends

from

investment(1)

£

 

Capital

value (using

mid-market

share price)

£

Outcome if

dividends

reinvested on

payment date

£

 

Annual

dividends

per share(1)

pence

 

 

Mid-market

share price

pence

 

31 May

2013

-

-

-

101.00

1,000

1,000

2014

-

-

-

101.37

1,004

1,004

2015

-

-

-

101.88

1,009

1,009

2016

-

-

-

101.00

1,000

1,000

2017

-

-

-

101.50

1,005

1,005

2018

-

-

-

102.00

1,010

1,010

2019

 0.80

7

7

101.50

1,005

1,005

2020

 0.80

8

15

101.50

1,005

1,021

2021

-

-

15

102.00

1,010

1,026

2022

 1.00

10

25

97.00

960

985

2023

 1.00

 10

 35

91.00

901

934

Source: Refinitiv.

Managed Liquidity Share Portfolio Manager's Report

Q How does the portfolio generate returns?

A The investment objective of the portfolio is to produce an appropriate level of income return combined with a high degree of security. We aim to generate returns by investing mainly in sterling-based high quality debt securities and similar assets but with the flexibility to invest in assets with a greater weighted average maturity than a money market fund. Accordingly the value of the portfolio may rise or fall.

The majority of the portfolio is invested in the iShares - Sterling Ultrashort Bond UCITS ETF. We reviewed the ETF universe in December 2022 and elected to retain this ETF. We also hold a portion of the portfolio in the Invesco Liquidity Funds plc - Sterling to meet short term payment obligations.

The iShares - Sterling Ultrashort Bond UCITS ETF invests in sterling denominated investment grade corporate bonds and quasi-government bonds, aiming to track performance of the Markit iBoxx GBP Liquid Investment Grade Ultrashort Index and has a weighted average maturity of around one year.

Q What has the performance of your fund been over the last year?

A The Managed Liquidity Portfolio NAV total return for the year ended 31 May 2023 was 3.5%.

The year was marked by a steady increase in interest rates with the Bank of England raising base rates from 1% in May 2022 to 4.5% at 31 May 2023 as part of an effort by central banks globally to cool inflation. Inflation had started to rise in 2021 as Covid-19 stimulus began to be spent on economies re-opening. Energy prices accelerated this in 2022 as a result of Russia's invasion of Ukraine and subsequent sanctions and this has subsequently fed into a broad rise in consumer prices and wages, resulting in determined action to cool spending.

The portfolio maintains a very short duration at 0.26 years and so has been protected from the falls experienced in many bond funds from interest rates rising faster than expected and performance exceeded the Markit iBoxx GBP Liquid Investment Grade Ultrashort Index return of 2.8% over the period.

Q What is the outlook for returns given high inflation and rising interest rates?

A The yield to maturity of the iShares - Sterling Ultrashort Bond UCITS ETF was 5.13% at 31 May 2023, demonstrating that portfolio returns continue to benefit from higher interest rates and in particular to continue to deliver a meaningful pickup over base rates while providing ready access to capital with a high degree of security.

Turning to the wider monetary environment, in the UK further interest rate rises are still expected and we would expect this to benefit portfolio returns.

Opinions differ as to how long higher rates will be with us. The average interest rate in the decade to 2008 was a little over 5%, and substantially higher in the four preceding decades that followed post-WWII austerity. Nevertheless, energy prices have now fallen, globalisation as a driver of economic growth has largely stalled in favour of greater on-shoring of supply lines, and developed economies continue to age, meaning that the very long-term outlook for rates is more likely to be lower than higher. In 2023-24 however, higher interest rates appear to be here to stay to reduce consumer spending if central banks are to achieve their mandates of around 2% inflation.

 

Derek Steeden

Portfolio Manager

1 August 2023

 

Managed Liquidity Share Portfolio List of Investments

AS AT 31 MAY

 

2023

2022

 

Market

 

Market

 

 

Value

% of

Value

% of

 

£'000

Portfolio

£'000

Portfolio

Invesco Liquidity Funds plc - Sterling

 130

 8.8

130

9.0

iShares - Sterling Ultrashort Bond UCITS ETF

 1,345

 91.2

1,315

91.0

 

 1,475

 100.0

1,445

100.0

Managed Liquidity Share Portfolio

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

Summary of Net Assets

AT 31 MAY

 

2023

2022

 

£'000

£'000

Fixed assets

1,475

1,445

Current assets

34

17

Creditors falling due within one year, excluding borrowings

(139)

(138)

Net assets

1,370

1,324

Net asset value per share

109.51p

106.92p

Income Statement

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Gains/(losses) on investments held at fair value

-

 23

 23

-

(4)

(4)

Income

 21

-

 21

 6

-

 6

Investment management fees

(2)

-

(2)

(2)

-

(2)

Other expenses

(6)

-

(6)

(5)

-

(5)

Net return before finance costs and taxation

 13

 23

 36

(1)

(4)

(5)

Finance costs

-

-

-

-

-

-

Return before taxation

 13

 23

 36

(1)

(4)

(5)

Tax

-

-

-

-

-

-

Return after taxation for the financial year

 13

 23

 36

(1)

(4)

(5)

Return per ordinary share - note 7

 1.06p

 1.80p

 2.86p

(0.07)p

 (0.28)p

 (0.35)p

Summary of Changes in Net Assets

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

£'000

£'000

Net assets brought forward

1,324

1,738

Shares bought back and held in treasury

(77)

(66)

Share conversions

99

(328)

Return after taxation for the financial year

36

(5)

Dividend paid

(12)

(15)

Net assets at the year end

1,370

1,324

 

Environmental, Social and Corporate Governance (`ESG') statement from the Managers

UK Equity Share Portfolio & Global Equity Income Share Portfolio

What does ESG mean to us?

Ciaran Mallon

UK Equities Fund Manager

James Goldstone

UK Equities Fund Manager

Stephen Anness

Global Equities Fund Manager

· Investing in stocks which have good ESG momentum behind them can be a positive way for our portfolios to potentially generate returns in excess of the benchmark

· We draw upon ESGintel, Invesco's proprietary tool, which helps us to better understand how companies are addressing ESG issues

· Engaging with companies to understand corporate strategy today in order to assess how this could evolve in the future

· Monitoring how companies are performing from an ESG perspective and if the valuations fairly reflect the progress being made

Our focus as active fund managers is always on finding mispriced stocks and ESG integration underpins our investment process.

The incorporation of ESG into our investment process considers ESG factors as inputs into the wider investment process as part of a holistic consideration of the investment risk and opportunity, from valuation through investment process to engagement and monitoring. The core aspects of our ESG philosophy include: materiality; ESG momentum; and engagement.

· Materiality refers to the consideration of ESG issues that are financially material to the company we are analysing.

· The concept of ESG Momentum, or improving ESG performance over time, indicates the degree of improvement of various ESG metrics and factors and help fund managers identify upside in the future. We find that companies which are improving in terms of their ESG practices may enjoy favourable financial performance in the longer term.

· Engagement is part of our responsibility as active owners which we take very seriously, and we see engagement with companies as an opportunity to encourage continual improvement. Dialogue with portfolio companies is a core part of the investment process for our investment team. As such, we often participate in board level dialogue and are instrumental in giving shareholder views on management, corporate strategy, transparency, and capital allocation as well as wider ESG aspects.

ESG integration is an ongoing strategic effort to systematically incorporate ESG Factors into fundamental analysis. The aim is to provide a 360 degree evaluation of financial and non-financial materially relevant considerations and to help guide the portfolio strategy.

Our investment process has four stages. In this report we go through in detail how ESG is integrated into each stage of our process.

Idea Generation

We believe it is important to spread our nets as wide as possible when trying to come up with stock ideas which may find their way into our portfolios. We remain open minded as to the type of companies we will consider. This means not ruling out companies just because they happen to be unpopular at that time and vice versa. ESG can create opportunities too - for example, the benefits of moving towards more sustainable sources of energy like wind, solar and hydroelectric power generation. This was one of the reasons we became interested in some of our utility holdings which are held in the UK portfolio. This highlights the importance of opportunities brought about by ESG and not just the risks. Investing in stocks which have the right ESG momentum behind them - by focusing on fundamentals and the broader investment landscape - can be a unique way for our portfolios to potentially generate returns in excess of the benchmark as those businesses that have got ESG momentum behind them have the potential to be rerated.

Fundamental Research & ESG Analysis

Research is at the core of what we do. Our fundamental analysis covers many drivers, for example, corporate strategy, market positioning, competitive dynamics, the macroeconomic environment, financials, regulation, valuation, and, of course, ESG considerations, which guide our analysis throughout.

We use a variety of tools from different providers to measure ESG factors. In addition, at Invesco, we have developed ESGintel, Invesco's proprietary tool built by our Global ESG research team in collaboration with our Technology Strategy Innovation and Planning (SIP) team.

ESGintel provides fund managers with environmental, social and governance insights, metrics, data points and direction of change. In addition, ESGintel offers fund managers an internal rating on a company, a rating trend, and a rank against sector peers. The approach ensures a targeted focus on the issues that matter most for sustainable value creation and risk management.

This provides a holistic view on how a company's value chain is impacted in different ways by various ESG topics, such as compensation and alignment, health and safety, and low carbon transition/climate change.

We always try to meet with a company prior to investment. Based on our fundamental research, including any ESG findings, we focus on truly understanding the key drivers and, most importantly, the path to change. This helps us better understand corporate strategy today and how this could evolve in the future. Today, the subject of ESG is increasingly part of these discussions, led by us.

Portfolio Construction

We aim to create a well-diversified portfolio of active positions that reflect our assessment of the potential upside for each stock weighted against our assessment of the risks. Sustainability and ESG factors will be assessed alongside other fundamental drivers of valuation. The impact of any new purchases will need to be considered at a portfolio level. How will it affect the shape of the portfolio having regard to objectives, existing positions, overall size of the portfolio, liquidity and conviction?

We do not seek out stocks which score well on internal or third party research simply to reduce portfolio risk.

Ongoing Monitoring

Our fund managers and analysts continuously monitor how the stocks are performing as well as considering possible replacements. Is the company performing from an ESG perspective and are the valuations fairly reflecting the progress being made or not?

How do we monitor our holdings from an ESG perspective? Again, the same resources used during the fundamental stage are available to us. Our regular meetings with the management teams of the companies we own provides an ideal platform to discuss key ESG issues, which will be researched in advance. We draw on our own knowledge as well as relevant analysis from our ESG team and data from our previously mentioned proprietary system ESGintel which allows us to monitor progress and improvement against sector peers. Outside of company management meetings we constantly discuss as a team all relevant ESG issues, either stimulated internally or from external sources.

Additional ESG analysis is carried out by the team, when warranted, on particular companies. Such cases would be those that are more controversial, considered to be higher risk and viewed poorly by ESG providers, resulting in a valuation discount. We don't just look at the specific issue considered to be higher risk either, for example the environmental risk of an oil company, but all areas of ESG. This means undertaking extensive analysis of social and governance policies and actions at the same time.

Challenge, Assessing & Monitoring Risk

In addition, there are two more formal ways in which our portfolios are monitored:

There is a rigorous semi-annual review process which includes a meeting led by the ESG team to assess how our portfolios are performing from an ESG perspective. This ensures a circular process for identifying flags and monitoring of improvements over time. These meetings are important in capturing issues that have developed and evolved whilst we have been shareholders.

There is also the `CIO challenge', a formal review meeting held between the Henley Investment Centre's Chief Investment Officer (CIO) and each fund manager. This review includes a full breakdown of the ESG performance using Sustainalytics and ISS data, such as the absolute ESG performance of the portfolio, relative performance to benchmarks, stocks exposed to severe controversies, top and bottom ESG performers, carbon intensity and trends. The ESG team review the ESG data and develop stock specific or thematic ESG questions. The ESG performance of the portfolio is discussed with the CIO using the data and the stock specific questions to analyse the fund manager's level of ESG integration. The aim of these meetings is not to prevent a fund manager from holding any specific stock: rather, what matters is that the fund manager can evidence understanding of ESG issues and show that they have been taken into consideration when building the investment case.

Climate Risk

UK Equity Portfolio

A core aspect of our philosophy on ESG issues is the concept of ESG momentum or improving ESG performance over time. We find that companies which are improving in terms of their ESG practices may enjoy favourable financial performance in the longer term. As indicated by ISS Scope 1 + 2 measures, Carbon intensity in the UK Equity Share Portfolio has decreased by 33% from May 2022 to May 2023 and stands at 114.5. This is just 2% higher than the FTSE All-Share Index. Looking deeper into the underlying data, reveals additional interesting detail.

· The biggest single contributor to carbon intensity of the UK Equity Share Portfolio (we estimate around 24% of the total ISS defined emissions) derives from the position held in utility company SSE. As a major distributor of electrical power in the UK, SSE at present has significant exposure to distribution of power generated from non-renewable sources. However, it is in our view at the very forefront of progress as an enabler of transition towards net zero: it develops, builds and operates infrastructure needed to support the transition, and has set out detailed and specific targets across each of scope 1, 2 and 3*.

· As of 31 May 2023, 34 out of the 47 holdings (72%) in the UK Equity Share Portfolio have aligned with, are aligning, or are committed to aligning with the net zero objective by 2050.

We continue to believe that the approach to climate change, and the philosophies behind all aspects of ESG deserve to be embedded in an investment framework which encourages positive change.

Coupling this with a focus on valuation is, to our minds, the best way to deliver strong investment outcomes over the long term for our clients.

Global Equity Income Portfolio

Climate change continues to be a strategic priority for Invesco, with a commitment to the Net Zero Asset Managers initiative. Companies' climate transition plans were the most common topic of our targeted ESG engagements over the last twelve months. We monitor the progress made in reducing carbon emissions (ISS Scope 1+2); between May 2022 and May 2023 the portfolio carbon intensity increased marginally by 3%, this compares with the MSCI World Index benchmark which reduced emissions by 25%. Despite the slight uptick in this year's carbon intensity number, we expect to see additional net zero commitments from the companies in which we invest, as this is the direction of travel.

We would highlight however that the process may not be smooth. Different regions are moving at different speeds, with Europe and the UK in front, Asia and Emerging Markets still lagging. Larger companies are leading smaller and mid-size companies.

As of 31 May 2023, 28 out of the 43 holdings (65%) in the portfolio have aligned with, or are committed to aligning, with the net zero objective by 2050. All companies in our portfolio produce sustainability reports and we are encouraging all companies that we meet to sign up to the net zero initiative, whilst in acknowledging for some companies it may not be technically feasible yet.

* Scope 1 and 2 are those emissions that are owned or controlled by a company. Scope 3 refers to the indirect emissions that occur at different points in the full range of activities undertaken in order to create the products or services of the reporting company.

Company Specific Examples

In the selection overleaf, we highlight some of the recent engagements that we have had with companies to give you a flavour of how active engagement can create positive outcomes.

UK Equity Portfolio Examples

Retailer of clothing, footwear, accessories and homeware products

 

Key ESG issues

Rated Low Risk by Sustainalytics.

E Sustainable products, Emissions

S Working conditions, Labour rights

G No major issues

- The UK Equity team engaged with the company in conjunction with the Invesco ESG team. The discussion centred around responsible materials, product life cycle, sustainable sourcing and Scope 3 emissions.

- On environmental factors responsible materials were discussed and the extent to which they are significantly more expensive. The company advised that for some material there is no upcharge but for others, like polyester & wool, there are. The degree of the increase varies by material and by sourcing country.

- With regard to the performance of sustainable product lines the company have found that this is not yet a significant driver of buyer behaviour. New plans on product life cycle were discussed and despite it being a challenge at present they want to be responsible and know exactly where used and recycled goods are going.

- On balancing sustainable sourcing with working conditions, circa 97% of the company's products come from factories graded 1-3 (1. Excellent, 2. Good and 3. Fair). Their Code of Practice team has 50 people based in 11 key sourcing countries. They are unique in having their own people on the ground and an in-house auditing team. With around 1,800 factories, visits are based on the audit rating of each one. Generally speaking, each factory is visited once every 9 months.

- On tackling Scope 3 emissions, through the Higg Index and the Sustainable Apparel Coalition (SAC) the company is gathering data which is giving them a greater understanding on their emissions. Through the Higg Index they have established a UK brand forum whereby they can collaborate with other brands, share factory data and work together to make the biggest impact.

- We will continue to engage on all of the above matters and monitor progress. Action: position maintained

International Bank

 

Key ESG issues

Rated Medium Risk by Sustainalytics.

E  Emissions, Net Zero transition

S No major issues

G Sustainable Finance

- Invesco met with the company as part of a regular engagement. We discussed their introduction of a new methodology which has been developed together with Sustainalytics for measuring financed emissions and tracking them at a portfolio level against the goals of the Paris Agreement.

- The new methodology starts by selecting an appropriate benchmark for a sector, which defines how financed emissions for a portfolio need to change over time in line with the goals of the Paris Agreement. The company then determines how their sector portfolios are performing against these benchmarks. They estimate the emissions that their clients will produce, determine how those emissions should be linked to the financing they provide, and then aggregate those measurements into a portfolio-level metric. This portfolio-level metric is then compared to the benchmark.

- The company believes that they should continue to provide finance to clients in order to support their energy transitions where appropriate. They will continue to refine their specific lending policies and the requirement for clients to share information on their transition plans to determine, client by client, whether they think they are making appropriate progress.

- The company has appointed 2 MD's who will share responsibility for sustainable lending. Last year they appointed a CFO for Climate who has a background in stress testing and reporting. In addition, they have put in place a specific finance team to focus on this area. Invesco will continue to engage to understand the effectiveness of this methodology. Action: position maintained

Global Equity Income Portfolio Examples

 

A supplier of lifts and escalators

 

Key ESG issues

Rated Low Risk by Sustainalytics.

E Carbon emissions from production and operation of lifts

S No major issues

G No major issues

- Many lifts in older buildings are more than 30 years old, new lifts consume 60-90% less electricity than old lifts. We discussed progress being made in improving energy efficiency, also the use of remote monitoring of installations that can help minimise out of service times, which is particular benefit to residents, particularly the elderly. We also raised issues around carbon reduction targets and waste disposal in the production of the company's products. We have also discussed the timeline of rolling out carbon neutral maintenance services. Achievement of environmental goals form part of senior management renumeration targets.

- Although the company scores well on employee satisfaction surveys and female participation at senior levels of management we continue to ask questions in relation to employee safety at work, noting several work related accidents in 2021.

- We also discussed from a governance perspective, issues relating to financial reporting regarding the segmentation of different business units. Action: position maintained

A global healthcare services provider

 

Key ESG issues

Rated Low Risk by Sustainalytics.

E No major issues

S Political contributions and diversity

G Issues around employee pay on termination

- We spent considerable time discussing with management a number of proposals made on the proxy agenda at their AGM.

- With regard to renumeration the company insisted they would not pay more than 2.99 times salary and bonus in cash upon employee termination. The company explained that it wished to retain the right to pay employees deferred compensation in accelerated form in a limited number of circumstances such as death, disability, or company takeover. In their view from the perspective of the employee that would be considered normal.

- We also discussed the vexatious issue of political donations. The company is acutely conscious around the sensitivities of donations to certain trade associations at present due to divisive social issues in its major market. The company is well regarded (CPA-Zicklin Index) for its transparency on political issues and has a published guide to its policy on donations. The board are concerned about potentially being seen to take positions on highly polarised topics which would not be in stakeholders interests.

- We also asked about issues around diversity and inclusion. The company feels that it has done a huge amount of work on health equity in its major market, though more can always be done. It monitors closely the proportion of women and people of colour in the workforce and at senior levels. Staff surveys are regular and closely watched. We note the company has a published equal opportunities policy and is not out of line with competitors regarding women in senior management. Action: position maintained

Voting Policy

We review Annual General Meeting (`AGM') and Extraordinary General Meeting (`EGM') proposals taking into account our own knowledge of the companies in which our portfolios are invested, as well as the comments and recommendations of proxy voting analysis providers ISS*, Glass Lewis and IVIS**. In addition, Invesco provides proprietary proxy voting recommendations and publishes these recommendations via its PROXYintel platform. All voting decisions remain with the portfolio manager, however, where a portfolio manager votes against an Invesco voting recommendation, the rationale for such decision is recorded and available on the platform. There will be times when we will follow the recommendations made by proxy research providers but times where we disagree with the stance being taken.

Voting in line with management recommendations should not be seen as evidence of a lack of engagement or challenge on our part, but rather that we believe that the governance of the companies in which we are invested is appropriately robust and worthy of support. There may be instances where we vote in support of management, but the ESG performance of the company is not perfect and issues have been identified. In this situation we would seek to engage with the company leading up to the vote and if necessary, would have raised concerns and likely given a time horizon or measure for improvement which, if not met, could lead to a vote against in the future. In that respect, our approach to governance is one of engagement and improvement.

We do not expect companies to change overnight but we do expect continual review of governance processes and continued improvement. Further details of how the manager has voted on holdings in the portfolio is available on the Company's website at www.invesco.com/uk/en/investment-trusts/invesco-selecttrust-plc.html.

A recent example of voting engagement, which concerned employee pay on termination, political donations and diversity and inclusion is shown above, under the global healthcare services provider case study.

* ISS - Institutional Shareholder Services .

** IVIS - Institutional Voting Information Service.

Conclusion

The regulatory landscape is rapidly evolving, which increasingly compels organisations and investors alike to clearly demonstrate their awareness of ESG issues in their decisions. Landmark initiatives such as the European Union's new Sustainable Finance Disclosure Regulation (SFDR) are at the forefront of this shift.

We believe that our approach is fair, coherent and pragmatic. Whilst we consider ESG aspects, we are not bound by any specific ESG criteria and have the flexibility to invest across the ESG spectrum from best to worst in class, but we think that the principles behind ESG deserve to be embedded in an investment framework which encourages positive change. Coupling this with a focus on valuation is, to our minds, the best way to deliver strong investment outcomes for our clients' long term. This reinforces our fundamental belief that responsible investing demands a long-term view and that a stakeholder-centric culture of ownership and stewardship is at the heart of ESG integration.

Business Review

Purpose, Business Model and Strategy

Invesco Select Trust plc is a UK investment company with four share classes, each of which has separate investment objectives, as set out below, and is represented by a separate portfolio. The Company's purpose is to generate sustainable returns for its shareholders by providing a choice of investment strategies and the ability to switch between them, free of cost, according to shareholders' needs. The underlying strategies are each targeted at achieving returns corresponding with specified objectives through a disciplined investment process. The strategy the Board follows to achieve its overall objective and those of each share class is to set investment policy and risk guidelines, together with investment limits, and to monitor how they are applied. These are also set out below.

The business model the Company has adopted to achieve its objective has been to contract investment management and administration to appropriate external service providers. The Board has oversight of the Company's service providers, and monitors them on a formal and regular basis. The Board has a collegiate culture and pursues its fiduciary responsibilities with independence, integrity and diligence, taking advice and outside views as appropriate and constructively challenging and interacting with service providers, including the Manager.

The principal service provider is Invesco Fund Managers Limited (`IFML' or the `Manager'). In addition to managing the portfolios in accordance with the Board's strategy and under its oversight, the Manager is also responsible for providing company secretarial, marketing, accounting and general administration services. In practice, many of these services are performed under delegated authority by Invesco Asset Management Limited (IAML), a company related to IFML. References to the Manager in this Annual Financial Report should consequently be considered to include both entities.

All administrative support is provided by third parties under the oversight of the Board. In addition to the management and administrative functions of the Manager, the Company has contractual arrangements with Link Group to act as registrar and The Bank of New York Mellon (International) Limited (BNYMIL) as depositary and custodian.

Investment Policy

The Company's and respective share classes' investment objectives, investment policies and risk and investment limits combine to form the `Investment Policy' of the Company.

The Company

Investment Objective and Policy

The Company's investment objective is to provide shareholders with a choice of investment strategies and policies, each intended to generate attractive risk-adjusted returns.

The Company's share capital comprises four Share classes: UK Equity Shares, Global Equity Income Shares, Balanced Risk Allocation Shares and Managed Liquidity Shares, each of which has its own separate portfolio of assets and attributable liabilities. The investment objectives, policies and risks and limits of the portfolios for these share classes follow. With the exception of borrowings, the limits for the Company and the four share classes are measured at the point of acquisition of investments, unless otherwise stated.

Investment Limits of the Company

The Board has prescribed limits on the Investment Policy of the Company, which include the following:

· no more than 15% of the gross assets of the Company may be invested in a single investment; and

· no more than 10% of the gross assets of the Company may be invested in other listed investment companies (excluding property companies structured as REITs).

UK Equity Share Portfolio

Investment Objective

The investment objective of the UK Equity Portfolio is to provide shareholders with an attractive real long-term total return, with an income that will grow over time, by investing primarily in UK quoted equities.

Investment Policy and Risk

The UK Equity Portfolio is invested primarily in UK-quoted equities and may also hold equity-related or fixed interest securities of UK companies across all market sectors. The portfolio will not invest in companies which are not listed, quoted or traded at the time of investment, although it may have exposure to such companies where, following investment, the relevant securities cease to be listed, quoted or traded.

The Manager invests the UK Equity Portfolio so as to maximise exposure to the most attractive sectors and securities, within a portfolio structure that reflects the Manager's view of the macroeconomic environment. The Manager does not set out to manage the risk characteristics of the UK Equity Portfolio relative to the FTSE All-Share Index (the `benchmark index') and the investment process may result in potentially very significant over or underweight positions in individual sectors versus the benchmark. The size of weightings will reflect the Manager's view of the attractiveness of a security and the degree of conviction held. If a security is not considered to be a good investment, it will not be held in the UK Equity Portfolio, irrespective of its weight in the benchmark index.

The Manager controls the stock-specific risk of individual securities by ensuring that the UK Equity Portfolio is always diversified across market sectors. In-depth and continual analysis of the fundamentals of investee companies allows the Manager to assess the financial risks associated with any particular security.

It is expected that, typically, the portfolio will hold between 40 and 50 securities.

The Directors believe that the use of borrowings can enhance returns to shareholders and the UK Equity Portfolio will generally use borrowings in pursuing its investment objective.

Investment Limits

The Board has prescribed limits on the investment policy of the UK Equity Portfolio, which include the following:

· no more than 12% of the gross assets of the UK Equity Portfolio may be held in a single investment;

· no more than 10% of the gross assets of the UK Equity Portfolio may be held in other listed investment companies (excluding REITs);

· no more than 20% of the gross assets of the UK Equity Portfolio may be held in overseas assets; and

· borrowings may be used to raise equity exposure up to a maximum of 25% of the net assets of the UK Equity Portfolio when it is considered appropriate.

Global Equity Income Share Portfolio

Investment Objective

The investment objective of the Global Equity Income Portfolio is to provide an attractive and growing level of income return and capital appreciation over the long term, predominantly through investment in a diversified portfolio of equities worldwide.

Investment Policy and Risk

The portfolio will be invested predominantly in a portfolio of listed, quoted or traded equities worldwide, but may also hold other securities from time to time including, inter alia, fixed interest securities, preference shares, convertible securities and depositary receipts. Investment may also be made in regulated or authorised collective investment schemes. The portfolio will not invest in companies which are not listed, quoted or traded at the time of investment, although it may have exposure to such companies where, following investment, the relevant securities cease to be listed, quoted or traded. The Manager will at all times invest and manage the portfolio's assets in a manner that is consistent with spreading investment risk, but there will be no rigid industry, sector, region or country restrictions.

The portfolio may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for efficient portfolio management and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the portfolio's direct investments, as described above.

It is expected that, typically, the portfolio will hold between 40 and 55 securities.

The Directors believe that the use of borrowings can enhance returns to shareholders, and the Global Equity Income Portfolio may use borrowings in pursuing its investment objective.

The Company's foreign currency investments will not be hedged to sterling as a matter of general policy. However, the Manager may employ currency hedging, either back to sterling or between currencies (i.e. cross hedging of portfolio investments).

Investment Limits

The Board has prescribed the following limits on the investment policy of the Global Equity Income Portfolio:

· no more than 20% of the gross assets of the Global Equity Income Portfolio may be invested in fixed interest securities;

· no more than 10% of the gross assets of the Global Equity Income Portfolio may be held in a single investment;

· no more than 10% of the gross assets of the Global Equity Income Portfolio may be held in other listed investment companies (excluding REITs); and

· borrowings may be used to raise equity exposure up to a maximum of 20% of the net assets of the Global Equity Income Portfolio, when it is considered appropriate.

Balanced Risk Allocation Share Portfolio

Investment Objective

The investment objective of the Balanced Risk Allocation Portfolio is to provide shareholders with an attractive total return in differing economic and inflationary environments, and with low correlation to equity and bond market indices by gaining exposure to three asset classes: debt securities, equities and commodities.

Investment Policy and Risk

The portfolio utilises two main strategies: the first seeks to balance the risk contribution from each of three asset classes (equities, bonds and commodities), with the aim of reducing the probability, magnitude and duration of capital losses, and the second seeks to shift tactically the allocation among the assets with the aim of improving expected returns.

The portfolio is constructed so as to achieve appropriate diversity and to balance risk by asset class (bonds, equities and commodities) and by asset within each asset class. Neutral risk weighting is achieved when each asset class contributes an equal proportion of the total portfolio risk and each asset contributes an equal proportion of the total risk for its respective asset class. The Manager is permitted to actively vary asset class weightings, subject to a maximum of 150% and a minimum of 50% of each asset class's neutral weight. The Manager is also permitted to actively vary individual asset weightings, provided the asset class guidelines are not violated. Asset weights may not be less than zero (short) and will not exceed twice the neutral weight. For the purposes of the maximum weighting only, commodity exposures are aggregated and measured by commodity complex rather than by individual assets.

The portfolio will be mainly invested directly in highly liquid and transparently priced exchange-traded futures contracts, with cash and cash equivalents being held as collateral. However, the portfolio may also be invested in equities, equity-related securities and debt securities (including floating rate notes). Financial derivative instruments (including but not limited to futures and total return swaps) are used only to achieve long exposure to the three asset classes. The portfolio may also use financial derivative instruments, including currency futures and forwards, for efficient portfolio management, hedging and investment purposes. Financial derivative instruments will not be used to create net short positions in any asset class. The derivatives portfolio will typically comprise between 20 and 33 investment positions.

It is expected that the portfolio's investments will mainly be denominated in sterling. Any non-sterling derivative investments may be hedged back into sterling at the discretion of the Manager when it is economic to do so.

Investment Limit

The Board has prescribed the following limits on the investment policy of the Balanced Risk Allocation Portfolio:

· the aggregate notional amount of financial derivative instruments positions may not exceed 250% of the net assets of the Balanced Risk Allocation Portfolio; and

· no more than 10% of the gross assets of the Balanced Risk Allocation Portfolio may be held in other listed investment companies.

Managed Liquidity Share Portfolio

Investment Objective

The investment objective of the Managed Liquidity Portfolio is to produce an appropriate level of income return combined with a high degree of security.

Investment Policy and Risk

The Managed Liquidity Portfolio invests mainly in a range of sterling-based or related high quality debt securities and similar assets (which may include transferable securities, money market instruments, warrants, collective investment schemes and deposits), either directly or indirectly through authorised funds investing in such instruments, including funds managed by Invesco.

The Managed Liquidity Portfolio generally invests in funds authorised as UCITS schemes (Undertakings for Collective Investments in Transferable Securities, being open ended retail investment funds), which are required under governing regulations to provide a prudent spread of risk. In the event that the Managed Liquidity Portfolio is invested directly in securities and instruments, the Manager will observe investment restrictions and risk diversification policies that are consistent with UCITS regulations.

Investment Limits

The Board has prescribed limits on the investment policy of the Managed Liquidity Portfolio, which include the following:

· no more than 10% of the gross assets of the Managed Liquidity Portfolio may be held in a single investment, other than authorised funds or high quality sovereign debt securities; and

· no more than 5% of the gross assets of the Managed Liquidity Portfolio may be held in unquoted investments, other than authorised funds.

Investors should note that the Managed Liquidity Shares are not designed to replicate the returns or other characteristics of a bank or building society deposit or money market fund. In particular, the portfolio will typically contain some assets with a greater residual maturity, and as a whole will have greater weighted average maturity, than is prescribed by regulation governing money market funds. As such, the portfolio may be more sensitive to and impacted by interest rate movements and other factors.

Key Performance Indicators

The Board reviews the performance of the Company by reference to a number of Key Performance Indicators, at either a Company or portfolio level, which include the following:

·  Investment Performance

·  Revenue and Dividends

·  Discount/Premium

·  Ongoing Charges

Investment Performance

To assess investment performance the Board monitors the net asset value (NAV) performance of the individual Share classes relative to that of benchmark indices it considers to be appropriate. However, given the requirements and constraints of the investment objectives and policies followed, no index can be expected to fully represent the performance that might reasonably be expected from any one or all of the Company's Share classes.

The NAV total return performance of each of the portfolios over the year to 31 May 2023 and of relevant benchmark indices were as follows:

UK Equity Portfolio

-2.6%

FTSE All-Share Index

0.4%

 

Global Equity Income Portfolio

 

9.8%

MSCI World Index (£)

3.8%

 

Balanced Risk Allocation Portfolio

 

-11.4%

Composite Benchmark

-17.1%

ICE BoA Merrill Lynch 3 month LIBOR plus

 

  5% per annum

7.5%

 

Managed Liquidity Portfolio

 

3.5%

Source: Refinitiv.

Other performance periods, together with share price total returns, are shown on pages 11, 19, 27 and 34.

Further details on the definition and calculation of total returns can be found in the Glossary and Alternative Performance Measures on pages 116 to 119 of the financial report.

Revenue and Dividends

The Directors review revenue estimates and prospective dividend levels at each Board meeting. For the equity share classes the Directors have become more focused on total return since sanctioning contributions to dividends from capital, but dividends paid continue to be mostly constituted from revenue and revenue is an important element of overall portfolio returns.

UK Equity Shares

Revenue earnings per Share for the UK Equity Share Portfolio was 6.40p (2022: 6.00p), based on net revenue for the year of £4,541,000 (2022: £4,697,000), which included £92,000 (2022: £438,000) of non-recurring special dividends.

Dividend Policy:

It is the Board's policy that the Directors will declare four dividends in respect of each accounting year (with payment in the month following) comprising of three equal interim dividends, declared in July, October and January, and a `wrap-up' fourth interim dividend, declared in April. Depending on the level of income received in each quarter, and in the year, these four dividends may be enhanced with contributions from capital profits to achieve the Board's target level. In recent years the Directors have set a target of at least maintaining, in the absence of unforeseen circumstances, the level of annual UK Equity dividends per share from year to year. The Directors did not set dividend targets for the year to 31 May 2023 due to the ongoing uncertainty to income flows, due in particular to the risk of entering a period of global recession. Having considered the income expectations of the UK Equity Share Portfolio for the year to 31 May 2024, the Directors have set a target of at least maintaining the dividend level paid on the UK Equity Shares for the year to 31 May 2023.

Dividends Declared:

The Directors have declared and paid four interim dividends for the year ended 31 May 2023 totalling 7.05p per UK Equity Share (2022: 6.70p) of which 6.40p (2022: 6.00p) was met from revenue earned in the year. The aggregate of dividends paid in respect of the year was £4,981,000 (2022: £5,213,000).

A first interim dividend for the year to 31 May 2024 of 1.60p was declared on 13 July 2023. In the absence of unforeseen circumstances, and in accordance with the dividend policy set out above, the Board intends for this to set the level for the next two quarterly dividends.

Global Equity Income Shares

Revenue earnings per Share for the Global Equity Income Share Portfolio was 5.20p (2022: 4.85p), based on net revenue for the year of £1,299,000 (2022: £1,197,000), which included £1,000 (2022: £149,000) of non-recurring special dividends.

Dividend Policy:

It is the Board's policy that the Directors will declare four dividends in respect of each accounting year (with payment in the month following) comprising of three equal interim dividends, declared in July, October and January, and a `wrap-up' fourth interim dividend, declared in April. Depending on the level of income received in each quarter, and in the year, these four dividends may be enhanced with contributions from capital profits to achieve the Board's target level. In recent years the Directors have set a target of at least maintaining, in the absence of unforeseen circumstances, the level of annual Global Equity Income dividends per share from year to year. The Directors did not set dividend targets for the year to 31 May 2023 due to the ongoing uncertainty to income flows, due in particular to the risk of entering a period of global recession. Having considered the income expectations of the Global Equity Income Portfolio for the year to 31 May 2024, the Directors have set a target of at least maintaining the dividend level paid on the Global Equity Income Shares for the year to 31 May 2023.

Dividends Declared:

The Directors have declared and paid four interim dividends for the year ended 31 May 2023 totalling 7.20p (2022: 7.15p) per Global Equity Income Share, of which 5.20p (2022: 4.85p) was met from revenue earned in the year. The aggregate of dividends paid in respect of the year was £1,791,000 (2022: £1,757,000).

A first interim dividend for the year to 31 May 2024 of 1.60p was declared on 13 July 2023. In the absence of unforeseen circumstances, and in accordance with the dividend policy set out above, the Board intends for this to set the level for the next two quarterly dividends.

Balanced Risk Allocation Shares

In order to maximise the capital return on the Balanced Risk Allocation Shares, the Directors only intend to declare dividends on the Balanced Risk Allocation Shares annually when the level of income allows and having taken into account the dividends paid on the other share classes. The Directors declared and paid one interim dividend for the year ended 31 May 2023 totalling 1.00p (2022: nil). The portfolio recorded a net revenue return of £141,000 in the year (2022: £44,000).

A first interim dividend and a special dividend for the year to 31 May 2024 of 1.00p and 2.00p respectively were declared on 13 July 2023.

Managed Liquidity Shares

The Board only intends to declare dividends on the Managed Liquidity Share Portfolio annually when the level of income available allows and having taken into account the dividends paid on the other share classes. The Directors declared and paid one interim dividend for the year ended 31 May 2023 totalling 1.00p (2022: 1.00p). The Managed Liquidity Portfolio recorded a net revenue return for the year of £13,000 (2022: loss of £1,000).

A first interim dividend for the year to 31 May 2024 of 1.00p was declared on 13 July 2023 and this will be funded from current year revenue. It is unlikely, given the quantum of revenue being earned, that future dividends will be more frequent than annual and they could be less frequent.

Discount

The Company has a discount control policy in place for all four share classes, whereby the Company offers to issue or buy back shares of all classes with a view to maintaining the market price of the shares at close to their respective net asset values and, by so doing, avoid significant overhangs or shortages in the market. It is the Board's policy to buy back shares and to sell shares from treasury on terms that do not dilute the net asset value attributable to existing shareholders at the time of the transaction. The Board reviews the buy back parameters from time to time taking into account current market conditions and other factors and instructs the brokers accordingly.

The operation of this policy is dependent upon the authorities to buy back and issue shares being renewed by shareholders. Notwithstanding the intended effect of this policy, there can be no guarantee that the Company's shares will trade at close to their respective net asset values. Shareholders should also be aware that there is a risk that this discount policy may lead to a reduction in the size of the Company over time.

The Board and the Manager closely monitor movements in the Company's share prices and dealings in the Company's shares. Share movements in the year are summarised on page 48. At 31 May 2023, the share prices, net asset values (`NAV') and the discounts of the four share classes were as follows:

 

2023

2022

 

Net Asset

Value

(Pence)

Share

Price

(Pence)

 

Net Asset

Value

(Pence)

Share

Price

(Pence)

 

 

 

 

Share Class

Discount(1)

Discount(1)

UK Equity

182.11

159.50

(12.4)%

194.35

175.00

(10.0)%

Global Equity Income

265.53

232.00

(12.6)%

249.00

229.00

(8.0)%

Balanced Risk Allocation

149.56

131.50

(12.1)%

169.87

154.50

(9.0)%

Managed Liquidity

109.51

91.00

(16.9)%

106.92

97.00

(9.3)%

(1) Further details on the definition and calculation of the discount can be found in the Glossary and Alternative Performance Measures on pages 116 to 119 of the financial report.

The charts on pages 47 and 48 show the premium/(discount) at which the shares traded over the two years to 31 May 2023. The shares of all four portfolios have generally traded in a range of 3% premium to 25% discount. As can be seen on pages 47 and 48, given the macro-economic environment and ongoing geopolitical events, including the conflict in Ukraine, the volatility in markets has led to higher levels of discount being seen throughout the period.

Source: Refinitiv.

Ongoing Charges

The expenses of managing the Company are reviewed by the Board at every meeting. The Board aims to minimise the ongoing charges figure which provides a guide to the effect on performance of all annual operating costs of the Company. The ongoing charges figure is calculated by dividing the annualised ongoing charges, including those charged to capital, by the average daily net asset value during the year, expressed as a percentage.

Further details on the definition and calculation of ongoing charges can be found in the Glossary and Alternative Performance Measures on pages 116 to 119 of the financial report.

At the year end the ongoing charges figure of the Company and that for the different share classes were as follows:

 

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

 

Company

Equity

Income

Allocation

Liquidity

2023

0.83%

0.81%

0.82%

1.16%

0.60%

2022

0.76%

0.74%

0.78%

1.09%

0.45%

The above excludes rebates received by the Managed Liquidity Portfolio. In addition to inflationary effects, shrinkage from buybacks in connection with the discount control policy will tend to cause the ongoing charge percentages to gradually increase.

Financial Position

Assets and Liabilities

The Company's balance sheet on page 85 shows the assets and liabilities at the year end. Details of the Company's borrowing facility are shown in note 13 of the financial statements on page 96, with interest paid (finance costs) in note 5.

Owing to the readily realisable nature of the Company's assets, cash flow does not have the same significance as for an industrial or commercial company. The Company's principal cash flows arise from the purchases and sales of investments and the income from investments against which must be set the costs of borrowing and management expenses.

Borrowing Policy

Borrowing policy is under the control of the Board, which has established effective parameters for the portfolios. Borrowing levels are regularly reviewed. As part of the Company's Investment Policy, the approved borrowing limits are 25% of the net assets of the UK Equity Portfolio and 20% of net assets of the Global Equity Income Portfolio. The Balanced Risk Allocation Portfolio does not use borrowings, but is geared by means of the derivative instruments used to implement its investment policy. The Managed Liquidity Portfolio does not use borrowings.

Issued Share Capital

All share classes have a nominal value of 1 penny per share.

Authorities given to the Directors at the AGM on 4 October 2022 to allot shares, disapply statutory pre-emption rights and buy back shares will expire at the forthcoming AGM. The following table summarises the Company's share capital at the year end and movements during the year.

 

 

Global

Balanced

 

 

UK

Equity

Risk

Managed

Number of shares

Equity

Income

Allocation

Liquidity

Shares held at the year end

 

 

 

 

- excluding treasury

68,881,153

25,135,742

4,138,995

1,251,360

- held in treasury

38,515,775

16,776,159

6,547,218

9,393,678

- % of issued shares held in treasury

35.86

40.03

61.27

88.24

Movements during the year:

 

 

 

 

- (decrease)/increase arising from conversions

(1,119,504)

719,958

78,057

93,106

- shares bought back into treasury

(3,772,000)

(740,000)

(110,000)

(80,000)

- % of issued shares bought back during year

3.51

1.77

 1.03

 0.75

- average price thereon

165.5p

224.9p

132.9p

94.8p

- nominal value of shares bought back

 £37,720

£7,400

£1,100

 £800

Since the year end no further shares have been bought back into treasury.

Further details on net changes in issued share capital are set out in note 14 to the financial statements on pages 97 and 98. No treasury shares were cancelled during the year.

Current and Future Developments

As part of the Company's overall strategy, the Company seeks to manage its affairs so as to maximise returns for shareholders. The Board also has a longer-term objective, consistent with the business combination with Invesco Income Growth Trust plc in April 2021, to increase the size of the Company in the belief that increasing the assets of the Company in this way will make the Company's shares more attractive to investors and improve the liquidity of the shares.

Details of trends and factors likely to affect the future development, performance and position of the Company's business can be found in the Chairman's Statement and the Portfolio Managers' reports. Further details as to the risks affecting the Company are set out under `Principal Risks and Uncertainties' below.

Principal Risks and Uncertainties

The Audit Committee regularly undertakes a robust assessment of the risks the Company faces, including those that would threaten its business model, future performance, solvency, reputation or liquidity and emerging risks, on behalf of the Board (see Audit Committee Report on pages 68 and 69). In carrying out this assessment, the Audit Committee together with the Manager, have considered emerging risks such as geopolitical risks, evolving cyber threats and ESG, including climate related risks.

The following are considered to be the most significant risks, after consideration of mitigating factors, to the Company and to shareholders in relation to their investments in the Company. Further details of risks and risk management policies as they relate to the financial assets and liabilities of the Company are detailed in note 17 to the financial statements.

Category and Principal Risk Description

Mitigating Procedures and Controls

Risk trend during the year

Strategic Risk

Investment Objectives and Attractiveness to Investors

There is no guarantee that the Investment Policy of the Company and of each portfolio will provide the returns sought by the Company. There can be no guarantee, therefore, that the Company will achieve its investment objectives or that the shares will continue to meet investors' needs (for example if the Company fails to adapt to changes in investor demand including in relation to ESG and climate change). As a result the Company may become unattractive to investors, leading to decreased demand for its shares and a widening discount.

The Board monitors the share registers and the performance of the Company and each portfolio. It has established a structure offering a range of options for investors and has set guidelines to ensure that the Investment Policy of the Company and each portfolio is pursued by the Manager.

► Unchanged

Market Movements and Portfolio Performance

Individual portfolio performance is substantially dependent on the performance of the securities (including derivative instruments) held within the portfolio. The prices of these securities are influenced by many factors including the general health of regional and worldwide economies; interest rates; inflation; government policies; industry conditions; political and diplomatic events; tax laws; environmental laws; and by the demand from investors. The current conflict in Ukraine has had an impact on the global economy, ranging from decreases to the supply (and/or increases to the costs) of goods to increases (and increased volatility) in energy and commodity prices and inflation. In addition, the portfolios' investments are subject to risks arising from inflation and rising interest rates. This was driven by the knock-on effects of the ongoing Covid-19 pandemic and other geopolitical tensions and uncertainties which have impacted global supply chains.

These risks represent the potential loss the portfolio might suffer through holding investments in the face of negative market movements.

The Manager strives to maximise the total return from the portfolios, but the investments held are influenced by market conditions and the Board acknowledges the external influences on the performance of each portfolio.

Further risks specifically applicable to the Balanced Risk Allocation Shares are set on page 52 below.

The performance of the Manager is carefully monitored by the Board and the continuation of the Manager's mandates is reviewed each year. The Board has established guidelines to ensure that the investment policies of each class of share are pursued by the Manager.

For a fuller discussion of the economic and market conditions facing the Company and the current and future performance of the different portfolios of the Company, please see both the Chairman's Statement on pages 6 to 9 and the Portfolio Managers' reports starting on pages 10 to 38.

The Company has a nil-valued holding in Sberbank, a Russian bank, but no other direct investments in Russia or other holdings with significant links to Russia.

Increased

Risks Applicable to the Company's Shares

Shares in the Company are designed to be held over the long-term and may not be suitable as short-term investments. There can be no guarantee that any appreciation in the value of the Company's shares will occur and investors may not get back the full value of their investments. Owing to the potential difference between the mid-market price of the shares and the prices at which they are sold, there is no guarantee that their realisable value will reflect their mid-market price.

The market value of a share, as well as being affected by its net asset value (NAV), is also influenced by investor demand, its dividend yield, where applicable, and prevailing interest rates, amongst other factors. As such, the market value of a share can fluctuate and may not reflect its underlying NAV. Shares may therefore trade at discounts to their NAVs.

Past performance of the Company's shares is not necessarily indicative of future performance.

The Board has adopted a discount control policy that applies to all share classes and the Board and the Manager monitor the market rating of each share class.

While it is the intention of the Directors to pay dividends to holders of the UK Equity, Global Equity Income and Managed Liquidity Shares, this will be affected by the returns achieved by the respective portfolios and the dividend policy adopted by the Board. Accordingly, the amount of dividends paid to shareholders may fluctuate. Any change in the tax or accounting treatment of dividends received or other returns may also affect the level of dividend paid on the shares in future years. The Directors have resolved, in the absence of unforeseen circumstances, to supplement revenue with capital profits in order to pay equity portfolio dividends at levels set by the Board (see pages 46 and 47).

► Unchanged

Viability and Compulsory Conversion of a Class of Share

It is possible that through poor performance, market sentiment, or otherwise, lack of demand for one of the Company's share classes could result in the relevant portfolio becoming too small to be viable.

The continued listing on the Official List of each class of share is dependent on at least 25% of the shares in that class being held in public hands. This means that if more than 75% of the shares of any class were held by, inter alia, the Directors, persons connected with Directors or persons interested in 5% or more of the relevant shares, the listing of that class of share might be suspended or cancelled. The Listing Rules state that the FCA may allow a reasonable period of time for the Company to restore the appropriate percentage if this rule is breached, but in the event that the listing of any class of shares were cancelled the Company would lose its investment trust status.

The Board monitors share conversions and portfolio sizes and liaises with the Manager on the continued viability of each share class.

The Board has received assurances from the Manager that the size of the portfolio is not critical to the Manager being able to continue to offer its investment management services in respect of any of the Company's four portfolio strategies.

If at any time the Board considers that the listing of any class of share on the Official List is likely to be cancelled and the loss of such listing would mean that the Company would no longer be able to qualify for approval as an investment trust under section 1158 of the Corporation Tax Act 2010, the Board may serve written notice on the holders of the relevant shares requiring them to convert their shares into another share class.

► Unchanged

Liability of a Portfolio for the Liabilities of Another Portfolio

The Directors intend that, in the absence of unforeseen circumstances, each portfolio will effectively operate as if it were a stand-alone company. However, investors should be aware of the following factors:

· As a matter of law, the Company is a single entity. Therefore, in the event that any of the portfolios has insufficient funds or assets to meet all of its liabilities, on a winding-up or otherwise, such a shortfall would become a liability of the other portfolios and would be payable out of the assets of the other portfolios in such proportions as the Board may determine; and

· The Companies Act 2006 prohibits the Directors from declaring dividends in circumstances where, following the distribution, the Company's assets would represent less than one and a half times the aggregate of its liabilities or the amount of net assets would be less than the aggregate of its share capital and undistributable reserves. If the Company were to incur material liabilities in the future, a significant fall in the value of the Company's assets as a whole may affect the Company's ability to pay dividends on a particular class of share, even though there are distributable profits attributable to the relevant portfolio.

► Unchanged

Gearing

Borrowing will amplify the effect on shareholders' funds of gains and losses on the underlying securities.

Whilst the use of borrowings by the Company should enhance the total return on a particular class of share where the return on the underlying securities is rising and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is falling, further reducing the total return on that share class. Similarly, the use of gearing by investment companies or funds in which the Company invests increases the volatility of those investments.

The Company has a £40 million 364 day multicurrency revolving credit facility and there is no guarantee that these facilities will be renewed at maturity or on terms acceptable to the Company. If it were not possible to renew these facilities or replace them with one from another lender, the amounts owing by the Company would need to be funded by the sale of securities.

Gearing levels of the different portfolios will change from time to time in accordance with the respective Portfolio Managers' assessments of risk and reward. The Manager assesses the exposure to gearing on a regular basis, including the level of borrowings and covenants of the credit facility.

The Balanced Risk Allocation Portfolio may also be geared (by up to 250%, according to the investment policy set out on page 45) by means of the derivative instruments in which it invests. This is discussed separately below, under the heading: Additional Risks Applicable to Balanced Risk Allocation Shares.

The Manager assesses the exposure to gearing on a regular basis, including the level of borrowings and covenants of the credit facility.

► Unchanged

Hedging

Where hedging is used there is a risk that the hedge will not be effective.

The Company may use derivatives to hedge its exposure to currency or other risks and for the purpose of efficient portfolio management. There may be a correlation between price movements in the underlying securities, currency or index, on the one hand, and price movements in the investments, which are the subject of the hedge, on the other hand. In addition, an active market may not exist for a particular hedging derivative instrument at any particular time.

► Unchanged

Regulatory and Tax Related

The Company is subject to various laws and regulations by virtue of its status as a public limited investment company registered under the Companies Act 2006, its status as an investment trust and its listing on the London Stock Exchange. Loss of investment trust status could lead to the Company being subject to UK Capital Gains Tax on the sale of its investments. A serious breach of other regulatory rules could lead to suspension from the London Stock Exchange, a fine or a qualified Audit Report. Other control failures, either by the Manager or any other of the Company's service providers, could result in operational or reputational problems, erroneous disclosures or loss of assets through fraud, as well as breaches of regulations.

The Manager reviews the level of compliance with the Corporation Tax Act 2010 and other financial regulatory requirements on a daily basis. All transactions, income and expenditure are reported to the Board. The Board regularly considers the risks to which the Company is exposed, the measures in place to control them and the potential for other risks to arise. The Board ensures that satisfactory assurances are received from service providers. The depositary and the Manager's compliance and internal audit officers report regularly to the Company's Audit Committee.

The risks and risk management policies and procedures as they relate to the financial assets and liabilities of the Company are also detailed in note 17 to the financial statements.

► Unchanged

Additional Risks Applicable to Balanced Risk Allocation Shares

The use of financial derivative instruments, in particular futures, forms part of the investment policy and strategy of the Balanced Risk Allocation Portfolio. The degree of leverage inherent in futures trading potentially means that a relatively small price movement in a futures contract may result in an immediate and substantial loss to the portfolio. The portfolio's ability to use these instruments may be limited by market conditions, regulatory limits and tax considerations.

The absence of a liquid market for any particular instrument at any particular time may inhibit the ability of the Manager to liquidate a financial derivative instrument at an advantageous price.

The Manager actively seeks the most liquid means of obtaining the required exposures. The financial derivative instruments used for the strategy are geared instruments and the aggregate notional exposure will usually exceed the net asset value of the portfolio. Whilst this could result in greater fluctuations in the net asset value, and consequently the share price, the use of leverage is normally necessary to achieve the target volatility required to meet the return objective. The degree of leverage inherent in futures trading potentially means that a relatively small price movement in a futures contract may result in an immediate and substantial loss and it would be necessary to increase the collateral held at the clearing broker to cover such loss. This is mitigated by the Company not using financial derivative instruments to create net short positions in any asset class combined with holding cash balances sufficient to meet collateral requirements.

► Unchanged

Third Party Service Providers Risk

Reliance on Third Party Service Providers

The Manager may be exposed to reputational risks. In particular, the Manager may be exposed to the risk that litigation, misconduct, operational failures, negative publicity and press speculation, whether or not it is valid, will harm its reputation. Any damage to the reputation of the Manager could result in potential counterparties and third parties being unwilling to deal with the Manager and by extension the Company. This could have an adverse impact on the ability of the Company to successfully pursue its Investment Policy.

The Company has no employees and the Board comprises non-executive directors only. The Company is therefore reliant upon the performance of third-party service providers for its executive function and service provisions. The Company's operational structure means that all cyber risk (information and physical security) arises at its third-party service providers, including fraud, sabotage or crime against the Company. The Company's operational capability relies upon the ability of its third-party service providers to continue working throughout the disruption caused by a major event such as the Covid-19 pandemic. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company and could affect the ability of the Company to successfully pursue its investment policy. The Company's main service providers, of which the Manager is the principal provider, are listed on page 115. The Manager may be exposed to reputational risks. In particular, the Manager may be exposed to the risk that litigation, misconduct, operational failures, negative publicity and press speculation, whether or not it is valid, will harm its reputation. Damage to the reputation of the Manager could potentially result in counterparties and third parties being unwilling to deal with the Manager and by extension the Company, which carries the Manager's name. This could have an adverse impact on the ability of the Company to pursue its investment policy successfully.

Third-party service providers are subject to ongoing monitoring by the Manager and the Company. The Manager reviews the performance of all third-party providers regularly through formal and informal meetings. The Audit Committee reviews regularly the performance and internal controls of the Manager and all third-party providers through audited service organisation control reports, together with updates on information security, the results of which are reported to the Board.

The Manager's business continuity plans are reviewed on an ongoing basis and the Directors are satisfied that the Manager has in place robust plans and infrastructure to minimise the impact on its operations so that the Company can continue to trade, meet regulatory obligations, report and meet shareholder requirements. The Board receives regular update reports from the Manager and third-party service providers on business continuity processes and has been provided with assurance from them all insofar as possible that measures are in place for them to continue to provide contracted services to the Company.

► Unchanged

Viability Statement

The Company is an investment company which operates as a collective investment vehicle, designed and managed for long term investment. The Board considers long term for this purpose to be at least three years and so has assessed the Company's viability over this period. However, the life of the Company is not intended to be limited to that or any other period.

In assessing the viability of the Company the Board considered the principal and emerging risks to which it is exposed, as set out on pages 49 to 53, together with mitigating factors. The risks of failure to meet the Company's and the portfolios' investment objectives, contributory market and investment risks and the challenges of lack of scale have been considered to be of particular importance. The Board also took into account the capabilities of the Manager and the varying market conditions already experienced by the Company since its launch in 2006, including the impact of the Covid-19 pandemic on global economies and the ongoing conflict in Ukraine. Despite the disruption to markets from these and other more recent geopolitical and macro-economic events, the Directors remain confident that the Company's investment strategies will continue to serve shareholders well over the longer term. On the question of scale, the Board has also concluded that if an individual portfolio became too small it should not cause the Company itself to be unviable.

In terms of financial risks to viability, materially all of the investments comprising the portfolios are readily realisable. The equity portfolios also produce a stream of dividend income, which may fluctuate but which the Board expects to continue. The Company has no long term liabilities and the total value of the portfolios more than covers the value of the Company's short term liabilities and annual operating costs. In arriving at this assessment, the Board considered stressed scenario-testing for both income and loan covenants; borrowing structure; level of gearing; and the liquidity of the portfolios. Consequently, there appears little to no prospect of the Company not being able to meet its financial obligations as they fall due in the next three years.

Based on the above, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.

Audit Committee Report

The audit committee report required by the AIC Corporate Governance Code is set out on pages 68 and 69. There are no areas of concern in relation to the financial statements to bring to the attention of shareholders.

Duty to Promote the Success of the Company (s.172)

The Directors have a statutory duty under section 172 of the Companies Act 2006 to promote the success of the Company whilst also having regard to certain broader matters, including the need to engage with employees, suppliers, customers and others, and to have regard to their interests. The Company has no employees and no customers in the traditional sense and in accordance with the Company's nature as an investment trust, the Board's principal concern has been, and continues to be, the interests of the Company's shareholders taken as a whole. In doing so, it has due regard to the impact of its actions on other stakeholders including the Manager, other third-party service providers and the impact of the Company's operations on the community and the environment which are all taken into account during all discussions and as part of the Board's decision making.

The Board is committed to maintaining open channels of communication and engagement with stakeholders in a manner which they find most meaningful. The table below sets out how the Board engages with each of its key stakeholders:

Stakeholder

Key considerations and engagement

Shareholders - continued shareholder support and engagement are important to the business and the delivery of its long-term strategy. Further details of our strategy can be found on pages 44 to 46.

Shareholder relations are given high priority by the Board and the Manager. The prime means by which the Company communicates with shareholders are the annual and half-yearly financial reports, which aim to provide shareholders with a full understanding of the Company's activities and its results. This information is supplemented by daily publication of the NAVs of the Company's shares via the London Stock Exchange, ad hoc regulatory announcements, monthly factsheets and other information on the Manager's website www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html, including pre-investment information, Key Information Document (`KID'), shareholder circulars, portfolio disclosures, conversion forms and instructions, Stock Exchange announcements, schedule of matters reserved for the Board, terms of reference of Board Committees, Directors' letters of appointment, the Company's share price and proxy voting results. The Chairman and Directors welcome contact with shareholders. There is a regular dialogue between the Manager and individual major shareholders to discuss aspects of investment performance, governance and strategy and to listen to shareholder views in order to help develop a balanced understanding of their issues and concerns. The Company's corporate broker, Winterflood Securities Limited, is also consulted. General presentations to institutional shareholders and analysts take place throughout the year. All meetings between the Manager and institutional shareholders are reported to the Board. It is the intention of the Board that the annual financial report and the notice of the AGM be issued to shareholders so as to provide at least twenty working days' notice of the AGM. Shareholders wishing to lodge questions in advance of the AGM are invited to do so in writing to the Company Secretary at the address given on page 115.

The Manager - the Manager's performance is critical for the Company to successfully deliver its investment strategy and meet its objective to provide shareholders with consistent long-term returns. Further details of the Portfolio Managers investment approach can be found in the Portfolio Manager Reports on pages 13 to 36.

The Board engages with the Manager at every Board meeting and reviews the Company's relationships with other service providers, such as the registrar, depositary and custodian, at least annually. During the year the most significant engagement was with the Manager and, in particular the individual Portfolio Managers. At every Board meeting the Directors receive an investor relations update from the Manager, which details any signicant changes in the Company's shareholder register, shareholder feedback, as well as notications of any publications or press articles.

Maintaining a close and constructive working relationship with the Manager is crucial as the Board and the Manager both aim to achieve consistent, long-term returns in line with the Company's investment strategy. Important components in the collaboration with the Manager, representative of the Company's culture are:

- Encouraging an open discussion with the Manager, allowing time and space for original and innovative thinking;

- Recognising that the interests of shareholders and the Manager are, for the most part, well aligned, adopting a tone of constructive challenge, balanced with robust negotiation of the Manager's terms of engagement if those interests should not be fully united;

- The regular review of underlying strategic and investment objectives;

- Drawing on Directors' individual experience and knowledge to support and challenge the Manager in its monitoring of portfolio companies and engagement with its investee companies; and

- Willingness to make the Directors' experience available to support and challenge the Manager in the sound long-term development of its business and resources, recognising that the long-term health of the Manager's business is in the interests of shareholders in the Company.

Third-party Service Providers - in order to function as an investment trust with a premium listing on the London Stock Exchange, the Company relies on a diverse range of reputable advisers for support in meeting all relevant obligations.

The Board through the Manager maintains regular contact with its key external service providers and receives regular reporting from them, both through the Board and committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views are routinely taken into account.

The Board (through the Management Engagement Committee) formally assesses the third-party service providers' performance, fees and continuing appointment annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service.

The Audit Committee reviews and evaluates the financial reporting control environments in place at each service provider. There have been no material changes to the level of service provided by the Company's third-party suppliers as a result of the Covid-19 pandemic.

Investee Companies - the Board recognises the importance of good stewardship and communication with investee companies in meeting the Company's investment objective and strategy.

On the Company's behalf the Portfolio Managers engage with investee companies, particularly in relation to ESG matters and shares held in the portfolio are voted at general meetings.

Examples of the UK Equity and Global Equity Income Portfolio Managers' engagement with investee companies can be found on pages 42 and 43.

Regulators - the Company can only operate as an investment trust if it conducts its affairs in compliance with such status. Interaction with regulators such as the Financial Conduct Authority (`FCA)' and Financial Reporting Council (`FRC'), who have a legitimate interest in how the Company operates in the market and treats its shareholders, and industry bodies such as the Association of Investment Companies, remains an area of Board focus.

The Company regularly considers how it meets various regulatory and statutory obligations and how any governance decisions it makes can have an impact on its stakeholders, both in the shorter and in the longer term. The Board receives reports from the Manager and Auditor on their respective regulatory compliance and any inspections or reviews that are commissioned by regulatory bodies.

The Company is a member of the AIC, which looks after the interests of investment trusts and provides information to the market. Comprehensive information relating to the Company can be found on the AIC website, www.aic.co.uk.

As a member of the AIC, the Company is welcomed to comment on consultations and proposal documents on matters affecting the Company and annually to nominate and vote for future board members.

The mechanisms for engaging with stakeholders are kept under review by the Directors and will be discussed on a regular basis at Board meetings to ensure that they remain effective. Examples of key discussions and considerations of the Board made during the year were:

· to consider and approve the appointment of a new corporate broker and financial adviser (see page 8for further details);

· to consider and recommend to shareholders the cancellation of the UK Equity and Balanced Risk Allocation share premium accounts (see page 8 and note 14 on page 97 for further details);

· to consider and approve the renewal of the Company's loan facility;

· to consider and approve four quarterly dividend payments (see pages 46 and 47 for further details);

· to consider and approve four quarterly share conversions (see page 2 for further details); and

· to consider and approve the ongoing use of share buybacks as part of the Board's adopted discount policy (see page 47 for further details).

Board Diversity

The Company's policy on diversity is set out on page 62, under the section `Nomination Committee'. The Board considers diversity, including the balance of skills, knowledge, experience and gender amongst other factors when reviewing its composition and appointing new directors. The Board continues to recognise the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations.

In view of its relatively small size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. In doing so, the Board will seek to meet the targets set out in the FCA's Listing Rule 9.8.6R (9)(a), which are summarised below.

In accordance with Listing Rule 9.8.6R (9), (10) and (11) the Board has provided the following information in relation to its diversity as at 31 May 2023, being the financial year-end of the Company. The information included in the tables below has been obtained following confirmation from the individual Directors. As shown in the tables, the Company did not meet the FCA ethnic diversity target as at 31 May 2023, however the Board will continue to take all matters of diversity into account as part of its succession planning.

Board Gender as at 31 May 2023

 

 

 

Number of

senior positions

on the Board

Number in

executive

managementA

Percentage of

executive

managementA

 

Number of

Board members

Percentage

of the Board

 

Men

3

60%

0C

n/a

n/a

Women

2

40%B

2C,D

n/a

n/a

A The Company does not disclose the number of directors in executive management as this is not applicable for an investment trust.

B Meets the target of 40% as set out in LR 9.8.6R (9)(a)(i).

C The positions of Chairman and Senior Independent Director are held by women. The position of Chair of the Audit Committee is held by a man but this is not currently defined as a senior position.

D Exceeds target of 1 as set out in LR 9.8.6R (9)(a)(ii).

 

 

 

Number of

senior positions

on the Board

Number in

executive

managementA

Percentage of

executive

managementA

 

Number of

Board members

Percentage of

the Board

 

White British or other White

 

 

 

 

 

(including minority-white groups)

5

100%

2

n/a

n/a

Minority ethnic

0B

0%

0

n/a

n/a

A The Company does not disclose the number of directors in executive management as this is not applicable for an investment trust.

B Does not meet the target as set out in LR 9.8.6R (9)(a)(iii).

There have been no changes since the year end that have affected the Company's ability to meet the targets set in LR 9.8.6R (9)(a).

Environment, Social and Governance (`ESG') Matters

In relation to the portfolios, the Company has delegated the management of the Company's investments to the Manager, who has an ESG Guiding Framework which sets out a number of principles that are considered in the context of its responsibility to manage investments in the financial interests of shareholders.

The Manager is committed to being a responsible investor and applies, and is a signatory to, the United Nations Principles for Responsible Investment (`PRI'), which demonstrates its extensive efforts in terms of ESG integration, active ownership, investor collaboration and transparency. The Manager scored four stars for its Investment & Stewardship Policy under new scoring methodology produced by PRI. This followed five consecutive years of achieving an A+ rating for responsible investment (Strategy & Governance) under the previous methodology. In addition, the Manager is an active member of the UK Sustainable Investment and Finance Association as well as a supporter of the Task Force for Climate Related Financial Disclosure (`TCFD') since 2019 and published its third iteration of its TCFD-aligned Climate Change Report in 2022.

The Manager is complying with the spirit of the Sustainable Finance Disclosure Regulation (`SFDR') which came into effect within the European Union on 10 March 2021 and is disclosing in its AIFM document as well as its website how sustainability risks are integrated.

The wider Invesco investment team incorporates ESG considerations in its investment process as part of the evaluation of new opportunities, with identified ESG concerns feeding into the final investment decision and assessment of relative value. The Portfolio Managers make their own conclusions about the ESG characteristics of each investment held and about the overall ESG characteristics of the portfolios, although third party ESG ratings may inform their view. Additionally, the Manager's ESG team provides formalised ESG portfolio monitoring. This is a rigorous semi-annual process where the portfolios are reviewed from an ESG perspective.

Regarding stewardship, the Board considers that the Company has a responsibility as a shareholder towards ensuring that high standards of corporate governance are maintained in the companies in which it invests. To achieve this, the Board does not seek to intervene in daily management decisions, but aims to support high standards of governance and, where necessary, will take the initiative to ensure those standards are met. The principal means of putting shareholder responsibility into practice is through the exercise of voting rights. The Company's voting rights are exercised on an informed and independent basis.

Further details are shown in the ESG Statement from the UK Equity and Global Equity Income Portfolio Managers on pages 39 to 43.

The Company's stewardship functions have been delegated to the Manager. The Manager has adopted a clear and considered policy towards its responsibility as a shareholder on behalf of the Company. As part of this policy, the Manager takes steps to satisfy itself about the extent to which the companies in which it invests look after shareholders' value and comply with local recommendations and practices, such as the UK Corporate Governance Code. The Manager is also a Tier 1 signatory of the Financial Reporting Council's Stewardship Code, which seeks to improve the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities.

A copy of the current Manager's Stewardship Policy can be found at www.invesco.com/uk.

A greenhouse gas emissions statement is included in the Directors' Report on page 63.

The Manager's Group Level Task Force on Climate-Related Financial Disclosures (`TCFD') Climate Report is available on the Managers' Website at www.invesco.com/uk. The Manager has provided a TCFD climate report covering the Company's UK Equity and Global Equity Income Share Classes and this is available on the Company's website at www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html. The TCFD climate report does not cover the Balanced Risk Allocation and Managed Liquidity Share Classes given the underlying nature of their portfolio assets.

Modern Slavery

As an investment vehicle the Company does not provide goods or services in the normal course of business, and does not have customers. Accordingly, the Directors consider that the Company is not within the scope of the Modern Slavery Act 2015.

This Strategic Report was approved by the Board on 1 August 2023.

Invesco Asset Management Limited

Company Secretary

 

Statement of Directors' Responsibilities

IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL REPORT.

The Directors are responsible for preparing the Annual Financial Report in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under the law the Directors have elected to prepare financial statements in accordance with UK Accounting Standards, 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:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 which enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

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

The Directors confirm that:

· in so far as they are aware, there is no relevant audit information of which the Company's Auditor is unaware; and

· each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

The Directors of the Company each confirm to the best of their knowledge that:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position, net return and cash flows of the Company; and

· this Annual Financial Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

The Directors consider that this Annual Financial Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

Signed on behalf of the Board of Directors

 

Victoria Muir

Chairman

1 August 2023

 

Electronic Publication

The Annual Financial Report is published on the Manager's website www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, which is maintained by the Company's Manager. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Income Statement

FOR THE YEAR ENDED 31 MAY

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

Notes

£'000

£'000

£'000

£'000

£'000

£'000

(Losses)/gains on investments held

 

 

 

 

 

 

 

  at fair value

9

-

(3,875)

(3,875)

-

 9,824

 9,824

Gains/(losses) on derivative instruments

10

 27

(963)

(936)

 72

(32)

40

Gains on foreign exchange

 

-

 28

 28

-

43

43

Income

2

 7,400

 268

 7,668

6,988

-

 6,988

Investment management fees

3

(334)

(774)

(1,108)

(360)

(836)

(1,196)

Other expenses

4

(627)

(7)

(634)

(502)

(6)

(508)

Net return before finance costs and taxation

 

 6,466

(5,323)

 1,143

6,198

8,993

15,191

Finance costs

5

(147)

(343)

(490)

(70)

(165)

(235)

Return before taxation

 

 6,319

(5,666)

 653

6,128

8,828

14,956

Tax

6

(325)

 2

(323)

(191)

-

(191)

Return after taxation for the financial year

 

 5,994

(5,664)

 330

5,937

8,828

14,765

Return per ordinary share (basic and diluted)

7

 

 

 

 

 

 

- UK Equity Share Portfolio

 

6.40p

(12.99)p

(6.59)p

6.00p

6.07p

12.07p

- Global Equity Income Share Portfolio

 

5.20p

18.03p

23.23p

4.85p

16.66p

21.51p

- Balanced Risk Allocation Share Portfolio

 

3.38p

(23.16)p

(19.78)p

1.05p

(0.83)p

0.22p

- Managed Liquidity Share Portfolio

 

1.06p

1.80p

2.86p

(0.07)p

(0.28)p

(0.35)p

The total column of this statement represents the Company's Income Statement prepared in accordance with UK Accounting Standards. The return after taxation is the total comprehensive income and therefore no additional statement of other comprehensive income is presented. The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies. All items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the current year. Income Statements for the different share classes are shown on pages 17, 25, 32 and 38 for the UK Equity, Global Equity Income, Balanced Risk Allocation and Managed Liquidity Share Portfolios respectively.

 

The accompanying accounting policies and notes are an integral part of these financial statements.­

 

Statement of Changes in Equity

FOR THE YEAR ENDED 31 MAY

 

 

 

 

 

Capital

 

 

 

 

 

Share

Share

Special

redemption

Capital

Revenue

 

 

 

capital

premium

reserve

reserve

reserve

reserve

Total

 

Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 May 2021

 

 1,715

122,990

 25,463

364

 80,059

(27)

 230,564

Cancellation of deferred shares

 

-

-

(8)

8

-

-

-

Shares bought back and held in treasury

14

-

-

(10,438)

-

(13,485)

-

(23,923)

Share conversions

 

(6)

-

 4,478

-

(4,472)

-

-

Return after taxation per the income

 

 

 

 

 

 

 

 

  statement

 

-

-

-

-

8,828

5,937

14,765

Dividends paid

8

-

-

(560)

 

(516)

(5,909)

(6,985)

At 31 May 2022

 

1,709

122,990

18,935

372

70,414

1

214,421

Cancellation of deferred shares

 

-

-

(5)

 5

-

-

-

Shares bought back and held in treasury

14

-

-

(4,671)

-

(3,516)

-

(8,187)

Share conversions

 

(2)

-

 1,107

-

(1,105)

-

-

Return after taxation per the income

 

 

 

 

 

 

 

 

   statement

 

-

-

-

-

(5,664)

 5,994

 330

Dividends paid

8

-

-

(932)

-

-

(5,893)

(6,825)

Cancellation of share premium account

15

-

(122,990)

 122,990

-

-

-

-

At 31 May 2023

 

 1,707

-

 137,424

 377

 60,129

 102

 199,739

 

Balance Sheet

AS AT 31 MAY 2023

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

Notes

£'000

£'000

£'000

£'000

£'000

Fixed assets

 

 

 

 

 

 

Investments held at fair value through

 

 

 

 

 

 

  profit or loss

9

 134,346

 66,026

 5,542

 1,475

 207,389

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Derivative assets held at fair value through

 

 

 

 

 

 

  profit or loss

10

-

-

 125

-

 125

Debtors

11

 732

 350

 460

 4

 1,546

Cash and cash equivalents

 

 278

 511

 275

 30

 1,094

 

 

 1,010

 861

 860

 34

 2,765

Creditors: amounts falling due within one year

 

 

 

 

 

 

Derivative liabilities held at fair value through

 

 

 

 

 

 

  profit or loss

10

-

-

(186)

-

(186)

Other creditors

12

(270)

(144)

(26)

(139)

(579)

Bank facility

13

(9,650)

-

-

-

(9,650)

 

 

(9,920)

(144)

(212)

(139)

(10,415)

Net current (liabilities)/assets

 

(8,910)

 717

 648

(105)

(7,650)

Net assets

 

 125,436

 66,743

 6,190

 1,370

 199,739

Capital and reserves

 

 

 

 

 

 

Share capital

14(a)

 1,074

 419

 107

 107

 1,707

Special reserve

15

 117,607

 16,809

 2,263

 745

 137,424

Capital redemption reserve

15

 84

 81

 28

 184

 377

Capital reserve

15

 6,671

 49,434

 3,713

 311

 60,129

Revenue reserve

15

-

-

 79

 23

 102

Shareholders' funds

 

 125,436

 66,743

 6,190

 1,370

 199,739

Net asset value per ordinary share

16

182.11p

265.53p

149.56p

109.51p

 

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

The total column of this statement represents the Company's Balance Sheet prepared in accordance with UK accounting standards.

The financial statements were approved and authorised for issue by the Board of Directors on 1 August 2023.

Signed on behalf of the Board of Directors

Victoria Muir

Chairman

 

The accompanying accounting policies and notes are an integral part of these financial statements.

Balance Sheet

AS AT 31 MAY 2022

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

Notes

£'000

£'000

£'000

£'000

£'000

Fixed assets

 

 

 

 

 

 

Investments held at fair value through profit

 

 

 

 

 

 

  or loss

9

 158,450

 67,630

 6,233

1,445

 233,758

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Derivative assets held at fair value through profit

 

 

 

 

 

 

  or loss

10

-

-

 362

-

 362

Debtors

11

 804

 351

 331

8

1,494

Cash and cash equivalents

 

 322

 215

 401

9

 947

 

 

1,126

 566

 1,094

 17

2,803

Creditors: amounts falling due within one year

 

 

 

 

 

 

Derivative liabilities held at fair

 

 

 

 

 

 

  value through profit or loss

10

-

-

(225)

-

(225)

Other creditors

12

(448)

(206)

(17)

(138)

(809)

Bank facility

13

(15,754)

(5,352)

-

-

(21,106)

 

 

(16,202)

(5,558)

(242)

(138)

(22,140)

Net current (liabilities)/assets

 

(15,076)

(4,992)

 852

(121)

(19,337)

Net assets

 

143,374

 62,638

 7,085

1,324

214,421

Capital and reserves

 

 

 

 

 

 

Share capital

14(a)

1,085

 412

 106

 106

1,709

Share premium

15

 121,700

-

 1,290

-

 122,990

Special reserve

15

-

 17,211

1,000

 724

18,935

Capital redemption reserve

15

 80

 81

27

 184

372

Capital reserve

15

20,509

 44,934

 4,683

 288

70,414

Revenue reserve

15

-

-

(21)

 22

1

Shareholders' funds

 

143,374

 62,638

 7,085

1,324

214,421

Net asset value per ordinary share

16

194.35p

249.00p

169.87p

106.92p

 

 

Individual portfolio breakdowns are provided for additional information only. See note 1(a)(ii) on page 88 for further details.

The total column of this statement represents the Company's Balance Sheet prepared in accordance with UK accounting standards.

 

The accompanying accounting policies and notes are an integral part of these financial statements.­

Cash Flow Statement

FOR THE YEAR ENDED 31 MAY

 

 

2023

2022

 

Notes

£'000

£'000

Cash flows from operating activities

 

 

 

Net return before finance costs and taxation

 

 1,143

15,191

Tax on overseas income

 

(323)

(191)

Adjustments for:

 

 

 

  Purchase of investments

 

(50,391)

(50,081)

  Sale of investments

 

 73,142

 74,109

  (Purchase)/sale of futures

 

 (738)

177

 

 

22,013

24,205

Scrip dividends

 

(342)

(676)

Losses/(gains) on investments

 

 3,875

(9,824)

Losses/(gains) on derivatives

 

 936

(40)

Increase in debtors

 

(52)

(449)

Increase/(decrease) in creditors

 

32

(213)

Net cash inflow from operating activities

 

27,282

28,003

Cash flows from financing activities

 

 

 

Interest paid on bank borrowings

 

(493)

(234)

(Decrease)/increase in bank facility

 

 (11,456)

708

Share buy back costs

 

(8,361)

(23,749)

Equity dividends paid

8

(6,825)

(6,985)

Net cash outflow from financing activities

 

(27,135)

(30,260)

Net increase/(decrease) in cash and cash equivalents

 

 147

(2,257)

Cash and cash equivalents at the start of the year

 

 947

3,204

Cash and cash equivalents at the end of the year

 

1,094

947

Reconciliation of cash and cash equivalents to the Balance Sheet is as follows:

 

 

 

Cash held at custodian

 

1,094

747

Invesco Liquidity Funds plc - Sterling, money market fund

 

 -

200

Cash and cash equivalents

 

1,094

947

Cash flow from operating activities includes:

 

 

 

Interest received

 

 27

(1)

Dividends received

 

 6,900

5,732

The accompanying accounting policies and notes are an integral part of these financial statements.­

Reconciliation of net debt

 

At

 

At

 

1 June

Cash

31 May

 

2022

Flows

2023

 

£'000

£'000

£'000

Cash and cash equivalents

 947

 147

 1,094

Bank facility

(21,106)

 11,456

(9,650)

Total

(20,159)

 11,603

(8,556)

 

Notes to the Financial Statements

1. Accounting Policies

Accounting policies describe the Company's approach to recognising and measuring transactions during the year and the position of the Company at the year end.

The principal accounting policies are set out below:

(a) Basis of Preparation

 (i) Accounting Standards Applied

The financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards, including FRS 102 `the Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law (UK Generally Accepted Accounting Practice (`UK GAAP')) and with the Statement of Recommended Practice Financial Statements of Investment Trust Companies and Venture Capital Trusts, updated by the Association of Investment Companies (`AIC') in July 2022. The financial statements are issued on a going concern basis as disclosed on page 62.

The accounting policies applied to these financial statements are consistent with those applied for the preceding year.

 (ii) Definitions used in the financial statements

`Portfolio' the UK Equity Share Portfolio, the Global Equity Income Share Portfolio, the Balanced Risk Allocation Share Portfolio and/or the Managed Liquidity Share Portfolio (as the case may be). Each comprises, or may include, an investment portfolio, derivative instruments, cash, loans, debtors and other creditors, which together make up the net assets as shown in the balance sheet.

`Share' UK Equity Share, Global Equity Income Share, Balanced Risk Allocation Share, Managed Liquidity Share and/or Deferred Share (as the case may be).

The UK Equity, Global Equity Income, Balanced Risk Allocation and Managed Liquidity Share Portfolios' income statements and summaries of net assets (shown on pages 17, 25, 32 and 38) do not represent statutory accounts, are not required under UK Generally Accepted Accounting Practice and the auditor does not express an opinion on each individual portfolio. These have been disclosed to assist shareholders' understanding of the assets and liabilities, and income and expenses of the different share classes.

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the income statement between items of a revenue and capital nature has been presented alongside the income statement.

 (iii) Functional and presentational currency

The Company's investments are made in several currencies, however, the financial statements are presented in sterling, which is the Company's functional currency. In arriving at this conclusion, the Directors considered that the Company's shares are listed and traded on the London Stock Exchange, the shareholder base is predominantly in the United Kingdom and the Company pays dividends and expenses in sterling.

 (iv) Transactions and balances

Transactions in foreign currency, whether of a revenue or capital nature, are translated to sterling at the rates of exchange ruling on the dates of such transactions. Foreign currency assets and liabilities are translated to sterling at the rates of exchange ruling at the balance sheet date. Any gains or losses, whether realised or unrealised, are taken to the capital reserve or to the revenue account, depending on whether the gain or loss is of a capital or revenue nature. All gains and losses are recognised in the income statement.

 (v) Significant Accounting Estimates and Judgements

The preparation of the financial statements may require the Directors to make estimations where uncertainty exists. It also requires the Directors to make judgements, estimates and assumptions, in the process of applying the accounting policies. There have been no significant judgements, estimates or assumptions for the current or preceding year.

(b) Financial Instruments

The Company has chosen to apply the provisions of Sections 11 and 12 of FRS 102 in full in respect of the financial instruments, which is explained below.

 (i) Recognition of Financial Assets and Financial Liabilities

The Company recognises financial assets and financial liabilities when the Company becomes a party to the contractual provisions of the instrument. The Company will offset financial assets and financial liabilities if the Company has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis.

 (ii) Derecognition of Financial Assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or it transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is created or retained by the Company is recognised as an asset.

 (iii) Derecognition of Financial Liabilities

The Company derecognises financial liabilities when its obligations are discharged, cancelled or expire.

 (iv) Trade Date Accounting

Purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to purchase or sell the assets.

 (v) Classification and measurement of financial assets and financial liabilities

Financial assets

The Company's investments, including financial derivative instruments, are classified as held at fair value through profit or loss.

Financial assets held at fair value through profit or loss are initially recognised at fair value, which is taken to be their cost, with transaction costs expensed in the income statement, and are subsequently valued at fair value.

Fair value for investments, including financial derivative instruments, that are actively traded in organised financial markets is determined by reference to stock exchange quoted bid prices at the balance sheet date. For investments that are not actively traded or where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques including broker quotes and price modelling. Where there is no active market, unlisted/illiquid investments are valued by the Directors at fair value with regard to the International Private Equity and Venture Capital Valuation Guidelines and on recommendations from Invesco's Pricing Committee, both of which use valuation techniques such as earnings multiples, recent arm's length transactions and net assets.

Financial liabilities

Financial liabilities, excluding financial derivative instruments but including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method.

(c)  Derivatives and hedging

Derivative instruments are valued at fair value in the balance sheet. Derivative instruments may be capital or revenue in nature and, accordingly, changes in their fair value are recognised in revenue or capital in the income statement as appropriate.

Forward currency contracts entered into for hedging purposes are valued at the appropriate forward exchange rate ruling at the balance sheet date. Profits or losses on the closure or revaluation of positions are included in capital reserves.

Futures contracts may be entered into for hedging purposes and any profits and losses on the closure or revaluation of positions are included in capital reserves. Where futures contracts are used for investment exposure any income element arising on bond futures is recognised as a gain on derivative instruments in the income statement and shown in revenue.

(d) Cash and cash equivalents

Cash and cash equivalents may comprise cash (including short term deposits which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value) as well as cash equivalents, including money market funds. Investments are regarded as cash equivalents if they meet all of the following criteria: highly liquid investments held in the Company's base currency that are readily convertible to a known amount of cash, are subject to an insignificant risk of change in value, have a maturity of less than three months at date of origination and provide a return no greater than the rate of a three-month high quality government bond. For the Balanced Risk Allocation and Managed Liquidity Portfolios, cash and cash equivalents do not include investments in Invesco Liquidity Funds plc - Sterling as this forms part of those Portfolio's fixed assets.

(e) Income

Dividend income from investments is recognised when the shareholders' right to receive payment has been established, normally the ex-dividend date. UK dividends are stated net of related tax credits. Interest income arising from cash is recognised on an accruals basis and underwriting commission is recognised as earned. Special dividends are taken to revenue unless they arise from a return of capital, when they are allocated to capital in the income statement. Income from fixed income securities is recognised in the income statement using the effective interest method.

(f) Expenses and finance costs

All expenses are accounted for on an accruals basis. Expenses are charged to the income statement and shown in revenue except where expenses are presented as capital items when a connection with the maintenance or enhancement of the value of the investments held can be demonstrated and thus management fees and finance costs are charged to revenue and capital to reflect the Directors' expected long-term view of the nature of the investment returns of each Portfolio.

Expenses charged to the Company in relation to a specific Portfolio are charged directly to that Portfolio.

Expenses charged to the Company that are common to more than one Portfolio are allocated between those Portfolios in the same proportions as the net assets of each Portfolio at the latest conversion date.

Finance costs are accounted for on an accruals basis using the effective interest rate method.

The management fees and finance costs are charged in accordance with the Board's expected split of long-term returns, in the form of capital gains and income, to the applicable Portfolio as follows:

 

Revenue

Capital

Portfolio

Reserve

Reserve

UK Equity

30%

70%

Global Equity Income

30%

70%

Balanced Risk Allocation

30%

70%

Managed Liquidity

100%

-

(g) Dividends

Dividends are accrued in the financial statements when there is an obligation to pay the dividends at the balance sheet date.

(h) Taxation

Tax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

For the Company, any allocation of tax relief to capital is based on the marginal basis, such that tax allowable capital expenses are offset against taxable income. Where individual Portfolios have extra tax capacity arising from unused tax allowable expenses which can be used by a different Portfolio, this extra tax capacity is transferred between the Portfolios at a valuation of 1% of the amount transferred.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurred. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements. Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these amounts will be realised in future periods.

A deferred tax asset has not been recognised in respect of surplus management expenses as the Company is unlikely to have sufficient future taxable revenue to offset against these.

Investment trusts which have approval under the appropriate tax regulations are not liable for taxation on capital gains.

(i)  Segmental reporting

The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.

2. Income

This note shows the income generated from the portfolios (investment assets) of the Company and income received from any other source.

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2023

£'000

£'000

£'000

£'000

£'000

Income from investments:

 

 

 

 

 

UK dividends:

 

 

 

 

 

  - ordinary dividends

 4,159

 273

-

-

 4,432

  - special dividends

 92

-

-

-

 92

  - scrip dividends

 342

-

-

-

 342

 

 4,593

 273

-

-

 4,866

Overseas dividends:

 

 

 

 

 

  - ordinary dividends

 714

 1,615

 92

 20

 2,441

  - special dividends

-

 1

-

-

 1

Interest from Treasury bills

-

-

 64

-

 64

 

 5,307

 1,889

 156

 20

 7,372

Other income:

 

 

 

 

 

Deposit interest

 7

 4

 16

-

 27

Rebates of management fee

-

-

-

 1

 1

Total income

 5,314

 1,893

 172

 21

 7,400

 

 

 

 

 

 

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2022

£'000

£'000

£'000

£'000

£'000

Income from investments:

 

 

 

 

 

UK dividends:

 

 

 

 

 

  - ordinary dividends

 3,694

204

-

-

3,898

  - special dividends

 438

91

-

-

 529

  - scrip dividends

 676

-

-

-

 676

 

 4,808

295

-

-

5,103

Overseas dividends:

 

 

 

 

 

  - ordinary dividends

 561

 1,248

 8

5

1,822

  - special dividends

-

58

-

-

 58

Interest from Treasury bills

-

-

4

-

4

 

 5,369

 1,601

12

5

6,987

Other income:

 

 

 

 

 

Rebates of management fee

-

-

-

1

1

Total income

 5,369

 1,601

12

6

6,988

Special dividends recognised as revenue for the year are as shown above. Special dividends of £176,000 in respect of UK Equity Portfolio and £92,000 in respect of Global Equity Portfolio were recognised in capital during the year (2022: nil).

3. Investment management fees

This note shows the fees paid to the Manager. These are made up of the individual Portfolio investment management fees calculated quarterly on the basis of their net asset values in respect of the UK Equity and Global Equity Income Portfolios.

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2023

£'000

£'000

£'000

£'000

£'000

Investment management fee:

 

 

 

 

 

- charged to revenue

 210

 107

 15

 2

 334

- charged to capital

 490

 250

 34

-

 774

Total investment management fee

 700

 357

 49

 2

 1,108

 

 

 

 

 

 

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2022

£'000

£'000

£'000

£'000

£'000

Investment management fee:

 

 

 

 

 

- charged to revenue

240

102

16

2

360

- charged to capital

561

237

38

-

836

Total investment management fee

801

339

54

2

1,196

Details of the investment management agreement are given on pages 62 and 63 in the Directors' Report.

4. Other Expenses

The other expenses of the Company, including those paid to Directors and the auditor, are presented below; those paid to the Directors and the auditor are separately identified.

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2023

£'000

£'000

£'000

£'000

£'000

Charged to revenue:

 

 

 

 

 

Directors' remuneration (i)(ii)

 103

49

 5

 1

 158

Auditor's fees (iii):

 

 

 

 

 

  - for the audit of the Company's financial statements

 39

20

 2

 1

62

Other expenses (iv)

 276

107

20

4

407

 

418

176

27

6

627

Charged to capital:

 

 

 

 

 

Custodian transaction charges

1

4

2

-

7

Total

419

 180

29

6

634

 

 

 

 

 

 

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2022

£'000

£'000

£'000

£'000

£'000

Charged to revenue:

 

 

 

 

 

Directors' remuneration (i)(ii)

 103

38

 4

1

 146

Auditor's fees (iii):

 

 

 

 

 

  - for the audit of the Company's financial statements

34

15

 2

1

 52

Other expenses (iv)

 200

83

18

3

 304

 

 337

136

24

5

 502

Charged to capital:

 

 

 

 

 

Custodian transaction charges

2

 2

 2

-

6

Total

 339

138

26

5

 508

(i) The Director's Remuneration Report provides information on Directors' fees. Included within other expenses is £16,000 (2022: £13,000) of employer's national insurance payable on Directors' remuneration.

(ii) As at 31 May 2023, the amounts outstanding on Directors' fees and employer's national insurance was £28,000 (2022: £26,000).

(iii) The Auditor's fees shown include out of pocket expenses, but exclude VAT, which is included in other administrative expenses.

(iv) Includes fees for depositary, broker and registrar, and also printing, postage and listing costs.

5. Finance Costs

Finance costs arise on any borrowing the Company has utilised in the year. The Company has a committed £40 million revolving credit facility (see note 13 for further details).

 

 

Global

Balanced

 

 

 

UK

Equity

Risk

Managed

Company

 

Equity

Income

Allocation

Liquidity

Total

2023

£'000

£'000

£'000

£'000

£'000

Interest payable on borrowings repayable within one year

 

 

 

 

 

  as follows:

 

 

 

 

 

  - charged to revenue

 97

 50

-

-

 147

  - charged to capital

 226

 117

-

-

 343

Total

 323

 167

-

-

 490

2022

 

 

 

 

 

Interest payable on borrowings repayable within one year

 

 

 

 

 

  as follows:

 

 

 

 

 

  - charged to revenue

50

20

-

-

 70

  - charged to capital

 118

47

-

-

 165

Total

 168

67

-

-

 235

 

6. Tax

As an investment trust, the Company pays no tax on capital gains. However, the Company suffers tax on certain overseas dividends that is irrecoverable and this note shows details of the tax charge. In addition, this note clarifies the basis for the Company having no deferred tax asset or liability.

(a) Tax charge

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Overseas tax

 48

 275

-

-

 323

 

2022

 

 

 

 

 

 

Overseas tax

45

146

-

-

 191

The accounting policy for taxation is disclosed in note 1(h).

(b) Reconciliation of tax charge

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Return before taxation

(4,628)

6,074

(829)

36

653

 

Theoretical tax at the

 

 

 

 

 

 

UK Corporation Tax rate of 20.00% (2022: 19.00%)

(926)

 1,215

(166)

 8

 131

 

Effect of:

 

 

 

 

 

 

- Non-taxable losses/(gains) on investments and derivatives

 1,735

(956)

194

(5)

968

 

- Non-taxable gains on foreign exchange

-

(2)

(3)

-

(5)

 

- Non-taxable scrip dividends

(68)

-

-

-

(68)

 

- Non-taxable UK dividends

(818)

(55)

-

-

(873)

 

- Non-taxable UK special dividends

(53)

-

-

-

(53)

 

- Non-taxable overseas dividends

(141)

(286)

-

-

(427)

 

- Non-taxable overseas special dividends

-

(19)

-

-

(19)

 

- Foreign tax expensed

-

(3)

-

-

(3)

 

- Overseas tax

 48

 275

-

-

 323

 

- Disallowable expenses

-

 1

-

-

 1

 

- Excess of allowable expenses over taxable income

 271

 105

(25)

(3)

 348

 

Tax charge for the year

 48

 275

-

-

 323

 

2022

 

 

 

 

 

 

Return before taxation

9,499

 5,453

 9

(5)

14,956

 

Theoretical tax at the

 

 

 

 

 

 

UK Corporation Tax rate of 19.00% (2021: 19.00%)

1,805

 1,036

 2

(1)

2,842

 

Effect of:

 

 

 

 

 

 

- Non-taxable (gains)/losses on investments and derivatives

(1,035)

(832)

(2)

1

(1,868)

 

- Non-taxable losses/(gains) on foreign exchange

2

(3)

-

-

(1)

 

- Non-taxable scrip dividends

(128)

-

-

-

(128)

 

- Non-taxable UK dividends

(677)

(39)

-

-

(716)

 

- Non-taxable UK special dividends

(83)

(15)

-

-

(98)

 

- Non-taxable overseas dividends

(107)

(218)

-

-

(325)

 

- Non-taxable overseas special dividends

-

(13)

-

-

(13)

 

- Foreign tax expensed

-

(2)

-

-

(2)

 

- Overseas tax

45

146

-

-

 191

 

- Accrued income taxable on receipt

-

 6

-

-

6

 

- Excess of allowable expenses over taxable income

 223

80

-

-

 303

 

Tax charge for the year

45

146

-

-

 191

Given the Company's status as an investment trust, and the intention to continue meeting the conditions required to retain such status for the foreseeable future, the Company has not provided any UK corporation tax on any realised or unrealised capital gains or losses arising on investments.

(c) Factors that may affect future tax charges

The Company has excess management expenses and loan relationship deficits of £18,674,000 (2022: £16,922,000) that are available to offset future taxable revenue. A deferred tax asset of £4,668,000 (2022: £4,230,000), measured at the standard corporation tax substantively enacted rate of 25% (2022: 25%) has not been recognised in respect of these expenses since the Directors believe that there will be no taxable profits in the future against which the deferred tax assets can be offset.

The UK corporation tax rate increased from 19% to 25% from 1 April 2023. Deferred tax assets and liabilities on balance sheets prepared after the enactment of the new tax rate must therefore be re-measured accordingly, so as a result the deferred tax asset has been calculated at 25%.

7. Return per Ordinary Share

Return per share is the amount of profit (or loss) generated for each share class in the financial year divided by the weighted average number of the shares in issue. The basic and diluted returns per share are identical as the ordinary shares for each of the portfolios are not dilutive.

Revenue, capital and total return per ordinary share is based on each of the returns after taxation shown by the income statement for the applicable share class and on the following numbers of Shares being the weighted average number of Shares in issue throughout the year for each Share class:

 

 

Average

number of shares

 

 

 

Share

2023

2022

 

UK Equity

 71,005,942

78,338,470

 

Global Equity Income

 24,967,715

24,671,635

 

Balanced Risk Allocation

 4,190,331

4,178,755

 

Managed Liquidity

 1,252,806

1,440,703

Return per Ordinary Share per Portfolio is shown in the Income Statement on page 83.

8. Dividends

Dividends are distributions of Portfolio returns to shareholders. These are determined by the Directors and paid four times a year.

Dividends paid for each applicable share class, which represent distributions for the purpose of s1159 of the Corporation Tax Act 2010, follows:

 

 

2023

2022

 

 

Number

Dividend

Total

Number

Dividend

Total

 

 

of shares

rate (pence)

£'000

of shares

rate (pence)

£'000

 

UK Equity

 

 

 

 

 

 

 

  First interim

73,085,657

 1.50

 1,096

83,711,988

1.50

 1,256

 

  Second interim

 71,478,782

 1.50

 1,072

78,889,303

1.50

 1,183

 

  Third interim

 69,800,692

 1.50

 1,047

 76,191,115

1.50

 1,143

 

  Fourth interim

 69,244,026

 2.55

 1,766

74,135,486

2.20

 1,631

 

 

 

 7.05

 4,981

 

6.70

 5,213

 

Global Equity Income

 

 

 

 

 

 

 

  First interim

24,860,784

 1.55

 385

23,770,805

1.55

368

 

  Second interim

 24,851,044

 1.55

 385

 24,551,255

1.55

381

 

  Third interim

 24,927,486

 1.55

 386

24,846,796

1.55

385

 

  Fourth interim

 24,890,617

 2.55

 635

24,920,131

2.50

623

 

 

 

 7.20

 1,791

 

7.15

 1,757

 

Balanced Risk Allocation

 

 

 

 

 

 

 

  First interim

 4,138,995

 1.00

 41

-

-

-

 

 

 

1.00

 41

 

-

-

 

Managed Liquidity

 

 

 

 

 

 

 

  First interim

 1,238,254

 1.00

 12

1,544,679

1.00

15

 

 

 

 1.00

 12

 

1.00

15

 

Total paid in the year

 

 

 6,825

 

 

 6,985

The Company's dividend policy permits the payment of dividends by the UK Equity, Global Equity Income and Managed Liquidity Portfolios from capital. An analysis of dividends paid in the year from revenue and capital follows.

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

 Company

 

 

Equity

Income

Allocation

 Liquidity

 Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Dividends paid in the year:

 

 

 

 

 

 

From revenue - current year

 4,541

 1,299

 41

 12

 5,893

 

From revenue

 4,541

 1,299

 41

 12

 5,893

 

From capital

 440

 492

-

-

 932

 

 

 4,981

 1,791

 41

 12

 6,825

 

 

 

 

Global

 

 

 

 

UK

Equity

 Managed

 Company

 

 

Equity

Income

 Liquidity

 Total

 

2022

£'000

£'000

£'000

£'000

 

Dividends paid in the year:

 

 

 

 

 

From revenue - current year

4,697

 1,197

-

5,894

 

From revenue - reserves brought forward

-

-

15

15

 

From revenue

4,697

 1,197

15

5,909

 

From capital

516

560

-

1,076

 

 

 5,213

 1,757

15

6,985

9. Investments held at fair value

The Portfolio is made up of investments which are listed, i.e. traded on a regulated stock exchange, and a small proportion of investments which are valued by the Directors as they are unlisted or not regularly traded. Gains and losses are either:

· realised, usually arising when investments are sold; or

· unrealised, being the difference from cost on the investments held at the year end.

(a) Analysis of investments by listing status

 

 

2023

2022

 

 

£'000

£'000

 

UK listed investments

 141,292

161,557

 

Overseas listed investments(i)

 66,092

72,196

 

Unquoted hedge fund investments

 5

5

 

 

 207,389

233,758

(i) Includes the Invesco Liquidity Funds plc - Sterling, money market fund positions held by the Balanced Risk Allocation Portfolio of £3,107,000 (2022: £3,512,000) and Managed Liquidity Portfolio of £130,000 (2022: £130,000).

(b) Analysis of investment gains

 

 

2023

2022

 

 

£'000

£'000

 

Opening valuation

 233,758

247,886

 

Movements in year:

 

 

 

  Purchases at cost

 50,648

49,637

 

  Sales proceeds

(73,142)

(73,589)

 

  (Losses)/gains on investments in the year

(3,875)

 9,824

 

Closing valuation

 207,389

233,758

 

Closing book cost

194,009

215,092

 

Closing investment holding gains

 13,380

18,666

 

Closing valuation

 207,389

233,758

The Company received £73,142,000 (2022: £73,589,000) from investments sold in the year. The book cost of these investments when they were purchased was £71,730,000 (2022: £61,472,000) realising a profit of £1,412,000 (2022: profit £12,117,000). These investments have been revalued over time and until they were sold any unrealised profits/losses were included in the fair value of the investments.

(c) Transaction costs

Transaction costs were £84,000 (2022: £71,000) on purchases and £36,000 (2022: £36,000) on sales and are included in investment gains and losses.

10. Derivative instruments

Derivative instruments are contracts whose price is derived from the value of other securities or indices. The Balanced Risk Allocation Portfolio uses futures, which represent agreements to buy or sell commodities or financial instruments at a pre-determined price in the future.

 

 

2023

2022

 

 

£'000

£'000

 

Opening derivative assets held at fair value through profit or loss

 362

292

 

Opening derivative liabilities held at fair value through profit or loss

(225)

(18)

 

Opening net derivative assets held at fair value as shown in balance sheet

 137

274

 

Closing derivative assets held at fair value through profit or loss

 125

362

 

Closing derivative liabilities held at fair value through profit or loss

(186)

(225)

 

Closing net derivative (liabilities)/assets held at fair value shown in balance sheet

(61)

137

 

Movement in derivative holding liabilities

(198)

(137)

 

Net realised (losses)/gains on derivative instruments

(765)

105

 

Net capital losses on derivative instruments as shown in the income statement

(963)

(32)

 

Net income arising on derivatives

 27

72

 

Total (losses)/gains on derivative instruments

(936)

40

The derivative assets/(liabilities) shown in the balance sheet are the unrealised gains/(losses) arising from the revaluation to fair value of futures contracts held in the Balanced Risk Allocation Share Portfolio, as shown on page 30.

11. Debtors

Debtors are amounts due to the Company, such as monies due from brokers for investments sold and income which has been earned (accrued) but not yet received.

 

 

2023

2022

 

 

£'000

£'000

 

Collateral pledged for futures contracts

 443

 321

 

Tax recoverable

 217

 234

 

Prepayments and accrued income

 886

 939

 

 

 1,546

 1,494

12. Other creditors

Creditors are amounts owed by the Company and include amounts due to brokers for the purchase of investments and amounts owed to suppliers, such as the Manager and auditor.

 

 

2023

2022

 

 

£'000

£'000

 

Shares bought back

-

174

 

Tax payable

 137

137

 

Amounts due to brokers

-

85

 

Margin due to brokers

9

-

 

Accruals

 433

413

 

 

 579

809

Interest payable on the bank facility is included within the amounts outstanding on the bank facility as shown on the balance sheet.

13. Bank facility and overdraft

At the year end the Company had a £40 million (2022: £40 million) committed 364 day multicurrency revolving credit facility, which is due for renewal on 24 April 2024 (2022: 25 April 2023). In addition, an overdraft facility for the purpose of short term settlement is also available however, this was unutilised at year end (2022: unutilised). Both facilities are with The Bank of New York Mellon. The interest payable on the credit facility is based on the Adjusted Reference Rate (principally SONIA, SOFR and €STR respectively in respect of loans drawn in GBP, USD and Euro) plus a margin for amounts drawn.

Under the bank facility's covenants, the Company's total indebtedness must not exceed 30% of total assets (excluding any Balanced Risk Allocation Portfolio assets) and the total assets must not be less than £120 million (2022: £120 million). The Company was in compliance with the covenants throughout the year and at year end.

At the year end, the interest payable on the bank facility was £nil (2022: £6,000).

14. Share Capital and Reserves

Share capital represents the total number of shares in issue, including treasury shares.

All shares have a nominal value of 1 pence.

(a) Movements in Share Capital during the Year

 

Issued and fully paid:

 

 

 

 

 

 

 

 

Global

Balanced

 

Total

 

 

UK

Equity

Risk

Managed

Share

 

 

Equity

Income

Allocation

Liquidity

Capital

 

Ordinary Shares (number)

 

 

 

 

 

 

At 31 May 2022

 73,772,657

 25,155,784

 4,170,938

 1,238,254

 104,337,633

 

Shares bought back into treasury

(3,772,000)

(740,000)

(110,000)

(80,000)

(4,702,000)

 

Arising on share conversion:

 

 

 

 

 

 

- August 2022

(161,875)

 85,260

 44,643

 19,696

(12,276)

 

- November 2022

(488,090)

 326,442

 12,568

 41,950

(107,130)

 

- February 2023

(106,666)

 63,131

 20,432

 4,478

(18,625)

 

- May 2023

(362,873)

 245,125

 414

 26,982

(90,352)

 

At 31 May 2023

 68,881,153

 25,135,742

 4,138,995

 1,251,360

 99,407,250

 

Treasury Shares (number)

 

 

 

 

 

 

At 31 May 2022

 34,743,775

 16,036,159

 6,437,218

 9,313,678

 66,530,830

 

Shares bought back into treasury

 3,772,000

 740,000

 110,000

 80,000

 4,702,000

 

At 31 May 2023

 38,515,775

 16,776,159

 6,547,218

 9,393,678

 71,232,830

 

Ordinary Shares of 1 penny each (£'000)

 

 

 

 

 

 

At 31 May 2022

 738

 252

 41

 12

 1,043

 

Shares bought back into treasury

(38)

(7)

(1)

(1)

(47)

 

- August 2022

(1)

 1

 1

 1

 2

 

- November 2022

(5)

 3

-

-≠

(2)

 

- February 2023

(1)

 1

-

-

 -

 

- May 2023

(4)

 2

-

-

(2)

 

At 31 May 2023

 689

 252

 41

 12

 994

 

Treasury Shares of 1 penny each (£'000)

 

 

 

 

 

 

At 31 May 2022

 347

 160

 65

 94

 666

 

Shares bought back into treasury

 38

 7

 1

 1

 47

 

At 31 May 2023

 385

 167

 66

 95

 713

 

Total Share Capital (£'000)

 

 

 

 

 

 

Ordinary share capital

 689

 252

 41

 12

 994

 

Treasury share capital

 385

 167

 66

 95

 713

 

At 31 May 2023

 1,074

 419

 107

 107

 1,707

 

Average buy back price

165.48p

224.86p

132.86p

94.75p

 

The total cost of share buy backs was £8,187,000 (2022: £23,923,000). As part of the conversion process 457,700 (2022: 815,900) deferred shares of 1p each were created and subsequently cancelled during the year. No deferred shares were in issue at the start or end of the year.

No ordinary shares were issued from treasury during the year (2022: nil).

Prior to the cancellation of the share premium accounts of the UK Equity and Balanced Risk Allocation Portfolios on 17 November 2022, shares bought back and held in treasury were funded from realised capital reserves, as the balance on the special reserve at 31 May 2022 for UK Equity Portfolio was nil. Following the cancellation of the share premium accounts and transfer to special reserves, share buybacks to treasury were funded from special reserves.

(b) Movements in Share Capital after the Year End

Other than the share capital movements arising from the 1 August 2023 conversion there have been no movements in share capital since the year end. Full details of the current shares in issue are shown in note 12 to the AGM notice on page 112.

(c) Voting Rights

Rights attaching to the shares are described in the Directors' Report on page 63.

(d) Deferred Shares

The Deferred shares do not carry any rights to participate in the Company's profits, do not entitle the holder to any repayment of capital on a return of assets (except for the sum of 1p) and do not carry any right to receive notice of or attend or vote at any general meeting of the Company. Any Deferred shares that arise as a result of conversions of shares are cancelled in the same reporting period.

(e) Future Convertibility of the Shares

Shares are convertible at the option of the holder into any other class of share. Further conversion details are given on page 2 and in the Shareholder Information on page 114.

15. Reserves

This note explains the different reserves attributable to shareholders. The aggregate of the reserves and share capital (see previous note) make up total shareholders' funds.

The share premium comprises the net proceeds received by the Company following the issue of new shares, after deduction of the nominal amount of 1 penny and any applicable costs.

The special reserve arose from the cancellation of the share premium account, in January 2007, and is available as distributable profits to be used for all purposes under the Companies Act 2006, including buy back of shares and payment of dividends.

The capital redemption reserve arises from the nominal value of shares bought back and cancelled; this and the share premium are non-distributable.

Capital investment gains and losses are shown in note 9(b), and form part of the capital reserve. The revenue reserve shows the net revenue retained after payments of any dividends. The capital and revenue reserves are distributable.

Following class consents and approval of shareholders at the Company's Annual General on 4 October 2022, the Court process to cancel the share premium accounts of the UK Equity and Balanced Risk Allocation Share Classes was implemented on 17 November 2022. Following the implementation the entire share premium account of each of the UK Equity and Balanced Risk Allocation Share Classes was cancelled, amounting to £121,700,000 and £1,290,000 respectively. These distributable reserves provide the Company with flexibility, subject to financial performance, to make future distributions and/or, subject to shareholder authority, in buying back shares.

16. Net Asset Value per Share

The net assets (total assets less total liabilities) attributable to a share class are often termed shareholders' funds and are converted into net asset value per share by dividing by the number of shares in issue.

The net asset value per Share and the net assets attributable at the year end were as follows:

 

Ordinary Shares

2023

2022

 

 

Net Asset

 

Net Asset

 

 

 

Value Per

Net Assets

Value Per

Net Assets

 

 

Share

Attributable

Share

Attributable

 

 

Pence

£'000

Pence

£'000

 

UK Equity

 182.11

 125,436

194.35

143,374

 

Global Equity Income

 265.53

 66,743

249.00

 62,638

 

Balanced Risk Allocation

 149.56

 6,190

169.87

 7,085

 

Managed Liquidity

 109.51

 1,370

106.92

 1,324

Net asset value per share is based on net assets at the year end and on the number of shares in issue (excluding Treasury Shares) for each share class at the year end.

17. Financial Instruments

This note summarises the risks deriving from the financial instruments that comprise the Company's assets and liabilities.

The Company's financial instruments comprise the following:

· investments in equities, fixed interest securities and liquidity funds which are held in accordance with the Company's investment objectives and the investment objectives of the four Portfolios;

· short-term debtors, creditors and cash arising directly from operations;

· short-term forward foreign currency and futures contracts; and

· bank facility and short-term overdrafts, used to finance operations.

The financial instruments held in each of the four investment portfolios are shown on pages 15 and l6; 23 and 24; 30 and 3l; and 37.

The accounting policies in note 1 include criteria for the recognition and the basis of measurement applied for these financial instruments. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised and measured.

The Company's principal risks and uncertainties are outlined in the Strategic Report on pages 49 to 53. This note expands on risk areas in relation to the Company's financial instruments. The Portfolios are managed in accordance with the Company's investment policies and objectives, which are set out on pages 44 to 46. The management process is subject to risk controls, which the Audit Committee reviews on behalf of the Board, as described on page 69.

The principal risks that an investment company faces in its portfolio management activities are set out below:

Market risk - arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk:

Currency risk - arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in foreign exchange rates;

Interest rate risk - arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in market interest rates; and

Other price risk - arising from fluctuations in the fair value or future cash flows of a financial instrument for reasons other than changes in foreign exchange rates or market interest rates, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.

Liquidity risk - arising from any difficulty in meeting obligations associated with financial liabilities.

Credit risk incorporating counterparty risk - arising from financial loss for a company where the other party to a financial instrument fails to discharge an obligation.

Risk Management Policies and Procedures

As an investment trust the Company invests in equities and other investments for the long-term in accordance with its investment policies so as to meet its investment objectives. In pursuing its objectives, the Company is exposed to a variety of risks that could result in a reduction in the Company's net assets or a reduction of the profits available for dividends. The risks applicable to the Company and the Directors' policies for managing these risks follow. These have not changed from those applying in the previous year.

The Directors have delegated to the Manager the responsibility for the day-to-day investment activities of the Company as more fully described in the Directors' Report.

The main risk that the Company faces arising from its financial instruments is market risk - this risk is reviewed in detail below. Since the Company mainly invests in quoted investments and derivative instruments traded on recognised exchanges, liquidity risk and credit risk are significantly mitigated.

17.1 Market Risk

Market risk arises from changes in the fair value of future cash flows of a financial instrument because of movements in market prices. Market risk comprises three types of risk: currency risk (17.1.1), interest rate risk (17.1.2) and other price risk (17.1.3).

The Company's Portfolio Managers assess the individual investment portfolio exposures when making each investment decision for their Portfolios, and monitor the overall level of market risk on the whole of their investment portfolio on an ongoing basis. The Board meets at least quarterly to assess risk and review investment performance for the four Portfolios and the Company, as disclosed in the Board Responsibilities section of the Directors' Report on page l. Borrowings can be used by the UK Equity and Global Equity Income Portfolios, which will increase the Company's exposure to market risk and volatility. The borrowing limits for these Portfolios are 25% and 20% of attributable net assets, respectively.

 17.1.1 Currency Risk

A majority of the Global Equity Income Portfolio, derivative instruments in the Balanced Risk Allocation Portfolio and a small proportion of the UK Equity Portfolio consist of assets, liabilities and income denominated in currencies other than sterling. The Managed Liquidity Portfolio is not exposed to currency risk and therefore not included in this analysis. As a result, movements in exchange rates will affect the sterling value of those items.

Management of the currency risk

The Portfolio Managers monitor the separate Portfolios' exposure to foreign currencies on a daily basis and report to the Board on a regular basis. Forward foreign currency contracts can be used to limit the Company's exposure to anticipated future changes in exchange rates and to achieve portfolio characteristics that assist the Company in meeting its investment objectives in line with its investment policies. All contracts are limited to currencies and amounts commensurate with the exposure to those currencies. No such contracts were in place at the current or preceding year end. Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is accrued and its receipt.

Foreign Currency Exposure

The fair values of the Company's monetary items that have currency exposure at 31 May are shown below. Where the Company's investments (which are not monetary items) are priced in a foreign currency they have been included separately in the analysis so as to show the overall level of exposure.

UK Equity Portfolio:

Year ended 31 May 2023

 

 

 

 

 

Investments

 

 

 

 

 

Foreign

at fair value

 

 

 

 

 

currency

through

 

 

 

Debtors

 

exposure

profit or

 

 

 

(due from

Cash

on net

loss

Total net

 

 

brokers &

and cash

monetary

that are

foreign

 

 

dividends)

equivalents

items

equities

currency

 

Currency

£'000

£'000

£'000

£'000

£'000

 

US Dollar

253

-

253

 6,738

 6,991

 

 

 253

-

 253

 6,738

 6,991

 

Year ended 31 May 2022

 

 

 

 

 

 

Canadian Dollar

-

-

-

5,539

5,539

 

Euro

1

-

1

-

 1

 

US Dollar

169

-

169

4,809

4,978

 

 

170

-

170

 10,348

10,518

Global Equity Income Portfolio:

Year ended 31 May 2023

 

 

 

 

 

Investments

 

 

 

 

 

Foreign

at fair value

 

 

 

 

 

currency

through

 

 

 

Debtors

 

exposure

profit or

 

 

 

(due from

Cash

on net

loss

Total net

 

 

brokers &

and cash

monetary

that are

foreign

 

 

dividends)

equivalents

items

equities

currency

 

Currency

£'000

£'000

£'000

£'000

£'000

 

Canadian Dollar

-

-

-

 906

 906

 

Danish Krona

7

-

 7

 2,107

 2,114

 

Euro

91

 10

 101

 10,266

 10,367

 

Hong Kong Dollar

49

-

 49

 5,089

 5,138

 

Japanese Yen

-

-

-

 1,582

 1,582

 

New Zealand Dollar

-

-

-

 155

 155

 

Norwegian Krone

 16

-

16

 1,800

 1,816

 

South Korean Won

-

-

-

 2,374

 2,374

 

Swedish Krona

3

-

 3

-

 3

 

Swiss Franc

114

 9

123

 2,777

 2,900

 

Taiwanese Dollar

-

-

-

 1,231

 1,231

 

US Dollar

 37

-

37

 27,605

27,642

 

 

 317

 19

336

 55,892

 56,228

 

Year ended 31 May 2022

 

 

 

 

 

 

Canadian Dollar

-

-

-

1,112

1,112

 

Euro

83

 127

210

7,054

7,264

 

Hong Kong Dollar

43

-

43

7,156

7,199

 

Norwegian Krone

 6

-

 6

-

 6

 

South Korean Won

-

-

-

 981

 981

 

Swedish Krona

14

-

14

2,167

2,181

 

Swiss Franc

134

 8

142

4,279

4,421

 

Taiwanese Dollar

-

-

-

1,998

1,998

 

US Dollar

27

-

27

 32,144

32,171

 

 

307

 135

442

56,891

57,333

Balanced Risk Allocation Portfolio:

Year ended 31 May 2023

 

 

Derivative

 

 

Derivative

 

 

Investments

 

 

 

assets held

 

 

liabilities

 

Foreign

at fair value

 

 

 

 at fair

 

 

held at fair

 

currency

through

 

 

 

value

Debtors

 

value

Creditors

exposure

profit or

 

 

 

through

(due from

 

through

 (due to

on net

loss

Total net

 

 

profit

brokers &

Cash

profit

brokers

monetary

that are

foreign

 

 

or loss

dividends)*

at bank

or loss

and accruals)

items

equities

currency

 

Currency

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Australian Dollar

-

 91

-

(25)

-

 66

-

 66

 

Canadian Dollar

-

 20

 4

(1)

-

 23

-

 23

 

Euro

 38

 16

 14

-

-

 68

-

 68

 

Japanese Yen

 49

-

 7

-

(9)

 47

-

 47

 

US Dollar

 35

 248

 19

(144)

-

 158

 5

 163

 

 

 122

 375

 44

(170)

(9)

 362

 5

 367

 

Year ended 31 May 2022

 

 

 

 

 

 

 

 

Australian Dollar

-

114

14

(88)

-

40

-

40

 

Canadian Dollar

-

20

 5

(7)

-

18

-

18

 

Euro

7

96

13

(57)

-

59

-

59

 

Japanese Yen

 46

(10)

 7

(3)

-

40

-

40

 

US Dollar

272

92

76

(65)

-

375

 5

 380

 

 

325

312

115

(220)

-

532

5

537

* Debtors includes collateral pledged for futures contracts.

Foreign Currency sensitivity

The preceding exposure analysis is based on the Company's monetary foreign currency financial instruments held at each balance sheet date and takes account of forward foreign exchange contracts, if used, that offset the effects of changes in currency exchange rates.

The effect of strengthening or weakening of sterling against other currencies to which the Company is exposed is calculated by reference to the volatility of exchange rates during the year using the standard deviation of currency fluctuations against the mean, giving the following exchange rate fluctuations:

 

 

2023

2022

 

£/Australian Dollar

+/-3.1%

+/-2.6%

 

£/Canadian Dollar

+/-3.7%

+/-2.5%

 

£/Danish Krone

+/-1.6%

n/a

 

£/Euro

+/-1.6%

+/-1.1%

 

£/Hong Kong Dollar

+/-3.3%

+/-2.9%

 

£/Japanese Yen

+/-2.3%

+/-2.5%

 

£/New Zealand Dollar

+/-2.0%

n/a

 

£/Norwegian Krone

+/-4.7%

+/-2.0%

 

£/South Korean Won

+/-2.6%

n/a

 

£/Swedish Krona

+/-1.9%

+/-2.6%

 

£/Swiss Franc

+/-2.3%

+/-1.7%

 

£/Taiwan Dollar

+/-2.5%

+/-1.8%

 

£/US Dollar

+/-3.4%

+/-3.2%

The tables that follow illustrate the exchange rate sensitivity of revenue and capital returns arising from the Company's financial non-sterling assets and liabilities for the year for the UK Equity, Global Equity Income and Balanced Risk Allocation Portfolios using the exchange rate fluctuations shown above.

  If sterling had strengthened against other currencies by the exchange rate fluctuations shown in the table above, this would have had the following after tax effect:

  UK Equity Portfolio:

 

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

return

return

return

return

return

return

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Canadian Dollar

-

-

-

-

(138)

(138)

 

Euro

(4)

-

(4)

(3)

-

(3)

 

US Dollar

(41)

(229)

(270)

(32)

(154)

(186)

 

Total return

(45)

(229)

(274)

(35)

(292)

(327)

 

Net assets

(45)

 (229)

 (274)

(35)

 (292)

 (327)

 Global Equity Income Portfolio:

 

 

 

2023

2022

 

 

 

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

return

return

return

return

return

return

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Canadian Dollar

-

(34)

(34)

-

(28)

(28)

 

Danish Krone

(1)

(34)

(35)

-

-

-

 

Euro

(6)

(164)

(170)

(3)

(79)

(82)

 

Hong Kong Dollar

(6)

(168)

(174)

(3)

(208)

(211)

 

Japanese Yen

-

(36)

(36)

-

-

-

 

New Zealand Dollar

-

(3)

(3)

-

-

-

 

Norwegian Krone

(5)

(85)

(90)

-

-

-

 

Swedish Krona

-

-

-

(2)

(56)

(58)

 

South Korean Won

(1)

(62)

(63)

-

(13)

(13)

 

Swiss Franc

(3)

(64)

(67)

(3)

(73)

(76)

 

Taiwan Dollar

(1)

(31)

(32)

(1)

(36)

(37)

 

US Dollar

(20)

(939)

(959)

(16)

(1,029)

(1,045)

 

Total return

(43)

(1,620)

(1,663)

(28)

(1,522)

(1,550)

 

Net assets

 (43)

 (1620)

 (1,663)

 (28)

 (1,522)

 (1,550)

 Balanced Risk Allocation Portfolio:

 

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

return

return

return

return

return

return

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Australian Dollar

-

(2)

(2)

-

(1)

(1)

 

Canadian Dollar

-

(1)

(1)

-

-

-

 

Danish Krone

-

(1)

(1)

-

-

-

 

Euro

-

-

-

-

(1)

(1)

 

Japanese Yen

-

(1)

(1)

-

(1)

(1)

 

US Dollar

-

(6)

(6)

-

(12)

(12)

 

Total return

-

(11)

(11)

-

(15)

(15)

 

Net assets

-

(11)

 (11)

-

 (15)

 (15)

If sterling had weakened by the same amounts, the effect would have been the converse.

 17.1.2 Interest Rate Risk

Interest rate movements may affect:

· the fair value of the investments in fixed interest rate securities;

· the level of income receivable on cash deposits; and

· the interest payable on variable rate borrowings.

Management of interest rate risk

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account as part of the portfolio management and borrowings processes of the Portfolio Managers. The Board reviews on a regular basis the investment portfolio and borrowings. This encompasses the valuation of fixed-interest and floating rate securities and gearing levels.

When the Company has cash balances, they are held in variable rate bank accounts yielding rates of interest dependent on the base rate of the custodian or deposit taker. The Company has a £40 million (2022: £40 million), 364 day multicurrency revolving credit facility which is due for renewal on 24 April 2024. The Company uses the facility when required at levels approved and monitored by the Board.

Interest rate exposure

The Company also has available an uncommitted overdraft facility for settlement purposes and interest is dependent on the base rate determined by the custodian.

At 31 May the exposure of financial assets and financial liabilities to interest rate risk is shown by reference to:

· floating interest rates (giving cash flow interest rate risk) - when the interest rate is due to be reset; and

· fixed interest rates (giving fair value interest rate risk) - when the financial instrument is due for repayment.

The following table sets out the financial assets and financial liabilities exposure at the year end:

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Exposure to floating interest rates:

 

 

 

 

 

 

Investments held at fair value through profit or loss(1)

-

-

 3,107

 130

 3,237

 

Cash and short term deposits

 278

 511

 275

 30

 1,094

 

Bank Loans

(9,650)

-

-

-

(9,650)

 

 

(9,372)

 511

 3,382

 160

(5,319)

 

Exposure to fixed interest rates:

 

 

 

 

 

 

Investments held at fair value through profit or loss including UK Treasury Bills

-

-

 2,430

-

 2,430

 

Net exposure to interest rates

(9,372)

 511

 5,812

 160

(2,889)

 

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2022

£'000

£'000

£'000

£'000

£'000

 

Exposure to floating interest rates:

 

 

 

 

 

 

Investments held at fair value through profit or loss(1)

-

-

 3,512

130

3,642

 

Cash and short term deposits

322

 215

 401

9

 947

 

Bank Loans

(15,750)

(5,350)

-

-

(21,100)

 

 

(15,428)

(5,135)

3,913

139

(16,511)

 

Exposure to fixed interest rates:

 

 

 

 

 

 

Investments held at fair value through profit or loss including UK Treasury Bills

-

-

 2,716

-

 2,716

 

Net exposure to interest rates

(15,428)

(5,135)

6,629

139

(13,795)

(1) Comprises holdings in the Invesco Liquidity Funds plc - Sterling.

The income on the iShares - Sterling Ultrashort Bond UCITS ETF and Invesco Liquidity Funds plc - Sterling investments are affected by interbank lending rates; the principal amount should normally remain stable regardless of interest rate movements.

Interest rate sensitivity

At the maximum possible borrowing level of £40 million (2022: £40 million), the maximum effect over one year of a 5% movement in interest rates would be a £2,000,000 (2022: maximum effect over one year of a 0.5% movement: £200,000) movement in the Company's income and net assets.

The effect of a 5% movement in the interest rates on investments held at fair value through profit and loss would result in a £38,000 (2022 1% movement: £7,000) maximum movement in the Company's income statement and net assets.

The above exposure and sensitivity analysis are not representative of the year as a whole, since the level of exposure changes frequently throughout the year.

Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the value of the equity investments, but it is the role of the Portfolio Managers to manage the Portfolios to achieve the best returns they can.

 17.1.3 Other Price Risk

Management of other price risk

The Directors monitor the market price risks inherent in the investment portfolios by meeting regularly to review performance.

The Company's investment portfolios are the product of the Manager's investment processes and the application of the Portfolios' investment policies. Their value will move according to the performance of the shares held within them. However, the Portfolios do not replicate their respective benchmarks or the markets in which the Portfolios invest, so their performance may not correlate with them.

Notwithstanding the issue of correlation, if the fixed asset value of an investment portfolio moved by 10% at the balance sheet date, the profit after tax and net assets for the year would increase/decrease by the following amounts:

 

 

 

Global

Balanced

 

 

 

 

Equity

Risk

Managed

 

 

UK Equity

Income

Allocation

Liquidity

 

 

£'000

£'000

£'000

£'000

 

2023

 

 

 

 

 

Profit after tax increase/decrease due to rise/fall of 10%

 13,435

 6,603

554

 148

 

2022

 

 

 

 

 

Profit after tax increase/decrease due to rise/fall of 10%

 15,845

 6,763

623

 145

17.2 Liquidity Risk

Management of liquidity risk

Liquidity risk is mitigated by the investments held by the Company's four portfolios being diversified and the majority being readily realisable securities which can be sold to meet funding commitments. If required, the Company's borrowing facilities provide additional long-term and short-term flexibility.

The Directors' policy is that in normal market conditions short-term borrowings be used to manage short term liabilities and working capital requirements rather than realising investments.

Liquidity risk

The contractual maturities of financial liabilities at the year end, based on the earliest date on which payment can be required, are as follows:

 

 

 

Global

 

 

 

 

 

 

 

Equity

Balanced Risk

Allocation

Managed

 

 

 

UK Equity

Income

Liquidity

 

 

 

3 months

3 months

3 months

More than

3 months

Company

 

 

or less

or less

or less

3 months

or less

Total

 

2023

£'000

£'000

£'000

£'000

£'000

£'000

 

Bank facility(1)

 9,650

-

-

-

-

 9,650

 

Amount due to brokers

-

-

 9

-

-

 9

 

Other creditors and accruals

 270

 144

 17

-

2

433

 

Derivative financial instruments

-

-

 136

 50

-

 186

 

 

 9,920

 144

 162

 50

2

10,278

 

 

 

 

Global

 

 

 

 

 

 

 

Equity

Balanced Risk

Allocation

Managed

 

 

 

UK Equity

Income

Liquidity

 

 

 

3 months

3 months

3 months

More than

3 months

Company

 

 

or less

or less

or less

3 months

or less

Total

 

2022

£'000

£'000

£'000

£'000

£'000

£'000

 

Bank facility(1)

15,754

5,352

-

-

-

21,106

 

Amount due to brokers

-

85

-

-

-

85

 

Other creditors and accruals

448

 121

17

-

1

587

 

Derivative financial instruments

-

-

200

25

-

 225

 

 

16,202

 5,558

217

25

1

22,003

(1) Interest due on the bank facility at the year end was £nil (2022: £6,000).

17.3 Credit Risk

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

This risk is managed as follows:

· investment transactions are carried out with a selection of brokers, approved by the Manager and settled on a delivery versus payment basis. Brokers' credit ratings are regularly reviewed by the Manager, so as to minimise the risk of default to the Company;

· the derivative financial instruments are all exchange traded and the exchange guarantees their settlement;

· the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the daily review of failed trade reports and the use of daily stock and cash reconciliations. Only approved counterparties are used;

· the Company's ability to operate in the short-term may be adversely affected if the Company's Manager, other outsource service providers, or their delegates suffer insolvency or other financial difficulties. The Board reviews annual controls reports from major service providers;

· where an investment is made in a bond, corporate or otherwise, the credit rating of the issuer is taken into account so as to minimise the risk to the Company of default; and

 

· cash balances are limited to a maximum of £5 million for each of the UK Equity and Global Equity Income Portfolios and £2.5 million for each of the Balanced Risk Allocation and Managed Liquidity Portfolios, with any one deposit taker (other than cash collateral on derivative instruments). Only deposit takers approved by the Manager are used. Cash held at brokers includes any cash collateral on futures contracts and during the year only one futures clearing broker, Merrill Lynch, was used.

The following table sets out the maximum credit risk exposure at the year end:

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Bonds (UK Treasury bills)

-

-

 2,430

-

 2,430

 

Cash held as short-term investment(1)

-

-

 3,107

 130

 3,237

 

Unquoted securities

-

-

 5

-

 5

 

Derivative financial instruments

-

-

(61)

-

(61)

 

Debtors(2)

-

-

 460

 4

 464

 

Cash and short-term deposits

 278

 511

 275

 30

 1,094

 

 

 278

 511

 6,216

 164

 7,169

 

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2022

£'000

£'000

£'000

£'000

£'000

 

Bonds (UK Treasury bills)

-

-

2,716

-

 2,716

 

Cash held as short-term investment(1)

-

-

3,512

130

3,642

 

Unquoted securities

-

-

 5

-

 5

 

Derivative financial instruments

 

-

 137

-

137

 

Debtors(2)

-

-

 321

 -

 321

 

Cash and short-term deposits

 322

215

 401

 9

947

 

 

322

 215

 7,092

139

7,768

(1) Invesco Liquidity Funds plc, money market fund.

(2) Cash collateral pledged for futures contracts of £443,000 is included in debtors (2022: £321,000) and excludes tax recoverable and prepayments and accrued income.

18. Fair Values of Financial Assets and Financial Liabilities

`Fair value' in accounting terms is the amount at which an asset can be bought or sold in a transaction between willing parties, i.e. a market-based, independent measure of value. This note sets out the fair value hierarchy comprising three `levels' and the aggregate amount of investments in each level.

The financial assets and financial liabilities are either carried in the balance sheet at their fair value (investments and derivative instruments), or the balance sheet amount is a reasonable approximation of fair value.

FRS 102 as amended for fair value hierarchy disclosures sets out three fair value levels. These are:

Level 1 - fair value based on quoted prices in active markets for identical assets.

Level 2 - fair values based on valuation techniques using observable inputs other than quoted prices within level 1.

Level 3 - fair values based on valuation techniques using inputs that are not based on observable market data.

Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset/liability.

The valuation techniques used by the Company are explained in the accounting policies note. The majority of the Company's investments are quoted equity investments and Treasury bills which are deemed to be Level 1. Level 2 comprises all other quoted fixed income investments, derivative instruments and liquidity funds held in the Balanced Risk Allocation and Managed Liquidity Portfolios. Level 3 investments comprise any unquoted securities and the remaining hedge fund investments of the Balanced Risk Allocation Portfolio.

 

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2023

£'000

£'000

£'000

£'000

£'000

 

Financial assets designated at fair value through profit or loss:

 

 

 

 

 

 

Level 1

 134,346

 66,026

 2,430

 1,345

 204,147

 

Level 2(1)

-

-

 3,232

 130

 3,362

 

Level 3

-

-

 5

-

 5

 

Total for financial assets

 134,346

 66,026

 5,667

 1,475

 207,514

 

Financial liabilities:

 

 

 

 

 

 

Level 2(1) - derivatives liabilities held at fair value

-

-

 186

-

186  

 (1) Balanced Risk Allocation Level 2 comprises Invesco Liquidity Funds plc - Sterling of 3,107,000 and unrealised profit on derivative assets of 125,000. Managed Liquidity comprises entirely of Invesco Liquidity Funds plc - Sterling. These financial assets have been classed as Level 2 due to their nature as non-equity investments with underlying holdings using evaluated prices from a third party pricing vendor.

 

 

 

Global

Balanced

 

 

 

 

UK

Equity

Risk

Managed

Company

 

 

Equity

Income

Allocation

Liquidity

Total

 

2022

£'000

£'000

£'000

£'000

£'000

 

Financial assets designated at fair value through profit or loss:

 

 

 

 

 

 

Level 1

 158,450

67,630

2,716

1,315

230,111

 

Level 2(1)

-

-

3,874

130

4,004

 

Level 3

-

-

5

-

 5

 

Total for financial assets

 158,450

67,630

6,595

1,445

234,120

 

Financial liabilities:

 

 

 

 

 

 

Level 2(1) - derivatives liabilities held at fair value

-

-

 225

-

225

(1) Balanced Risk Allocation Level 2 comprises Invesco Liquidity Funds plc - Sterling of 3,512,000 and unrealised profit on derivative assets of 362,000. Managed Liquidity comprises entirely of Invesco Liquidity Funds plc - Sterling. These financial assets have been classed as Level 2 due to their nature as non-equity investments with underlying holdings using evaluated prices from a third party pricing vendor.

19. Capital Management

This note is designed to set out the Company's objectives, policies and processes for managing its capital. The capital is funded from monies invested in the Company by shareholders (both initial investment and any retained amounts) and any borrowings by the Company.

The Company's total capital employed at 31 May 2023 was £209,389,000 (2022: £235,521,000) comprising borrowings of £9,650,000 (2022: £21,106,000) and equity share capital and other reserves of £199,739,000 (2022: £214,421,000).

The Company's total capital employed is managed to achieve the Company's investment objective and policy as set out on pages 44 and 46, including that borrowings may be used to raise equity exposure up to a maximum of 25% of net assets for the UK Equity Portfolio and 20% for the Global Equity Income Portfolio. At the balance sheet date, maximum gross gearing was 4.8% (2022: 9.8%). The Company's policies and processes for managing capital are unchanged from the preceding year.

The main risks to the Company's investments are shown in the Directors' Report under the `Principal Risks and Uncertainties' section on pages 49 to 52. These also explain that the Company has borrowing facilities which can be used in accordance with each Portfolio's investment objectivity and policy and that this will amplify the effect on equity of changes in the value of each applicable portfolio.

The Board can also manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy back shares and it also determines dividend payments.

The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Corporation Tax Act 2010 and by the Companies Act 2006, respectively, and with respect to the availability of the overdraft facility, by the terms imposed by the lender. The Board regularly monitors, and has complied with, the externally imposed capital requirements. This is unchanged from the prior year.

Borrowings comprise any drawings on the credit and/or overdraft facilities, details of which are given in note 13.

20. Contingencies, guarantees and financial commitments

Any liabilities the Company is committed to honour but which are dependent on a future circumstance or event occurring would be disclosed in this note if any existed.

There were no contingencies, guarantees or financial commitments of the Company at the year end (2022: £nil).

21. Related party transactions and transactions with the Manager

A related party is a company or individual who has direct or indirect control or who has significant influence over the Company. Under accounting standards, the Manager is not a related party.

Under UK GAAP, the Company has identified the Directors as related parties. The Directors' remuneration and interests have been disclosed on pages 70 to 72 with additional disclosure in note 4. No other related parties have been identified.

Details of the Manager's services and fees are disclosed in the Director's Report on pages 62 and 63 and note 3.

22. Post Balance Sheet Events

Any significant events that occurred after the Company's financial year end but before the signing of the balance sheet will be shown here.

There are no significant events after the end of the reporting period requiring disclosure.

The figures and financial information for the year ended 31 May 2023 are extracted from the Company's annual financial statements for that year and do not constitute statutory accounts. The Company's annual financial statements for the year to 31 May 2023 have been audited but have not yet been delivered to the Registrar of Companies. The Auditor's report on the 2023 annual financial statements was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The figures and financial information for the year ended 31 May 2022 are compiled from an extract of the published accounts for that year and do not constitute statutory accounts.  Those accounts have been delivered to the Registrar of Companies. The Auditor's report on the 2022 annual financial statements was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The audited annual financial report will be posted to shareholders during August 2023, and will be delivered to the Registrar of Companies, shortly.  Copies may be obtained during normal business hours from the Company's Registered Office, from its correspondence address, 43-45 Portman Square, London W1H 6LY, and via the web pages of all of the Share classes on the Manager's website at www.invesco.co.uk/investmenttrusts.

A copy of the annual financial report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Notice of Annual General Meeting

THIS Notice of Annual General Meeting IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Invesco Select Trust plc, please forward this document and the accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

NOTICE IS GIVEN that the Annual General Meeting (`AGM') of Invesco Select Trust plc will be held at 43-45 Portman Square, London W1H 6LY at 11.30am on 2 October 2023 for the following purposes:

Ordinary Business of the Company

To consider and, if thought fit, to pass the following resolutions which will be proposed as an Ordinary Resolutions:

1. To receive the Annual Financial Report for the year ended 31 May 2023.

2. To approve the Directors' Remuneration Policy.

3. To approve the Annual Statement and Report on Remuneration.

4. To re-elect Craig Cleland as a Director of the Company.

5. To re-elect Davina Curling as a Director of the Company.

6. To re-elect Mark Dampier as a Director of the Company.

7. To re-elect Victoria Muir as a Director of the Company.

8. To re-elect Tim Woodhead as a Director of the Company.

9. To re-appoint Grant Thornton UK LLP as Auditor to the Company.

10. To authorise the Audit Committee to determine the Auditor's remuneration.

Ordinary Business of the UK Equity Share Class

Only holders of UK Equity Shares may vote on this resolution, which will be proposed as an Ordinary Resolution:

11. To approve the UK Equity Share Class Portfolio dividend payment policy as set out on page 46 of the 2023 Annual Financial Report.

Ordinary Business of the Global Equity Income Share Class

Only holders of Global Equity Income Shares may vote on this resolution, which will be proposed as an Ordinary Resolution:

12. To approve the Global Equity Income Share Class Portfolio dividend payment policy as set out on page 46 of the 2023 Annual Financial Report.

Special Business of the Company

To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolutions:

13. That:

the Directors be and they are hereby generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 as amended from time to time prior to the date of passing this resolution (`2006 Act') to exercise all the powers of the Company to allot relevant securities (as defined in sections 551(3) and (6) of the 2006 Act) up to an aggregate nominal amount equal to £457,684 of UK Equity Shares, £168,297 of Global Equity Income Shares, £28,117 of Balanced Risk Allocation Shares and £8,360 of Managed Liquidity Shares, provided that this authority shall expire at the conclusion of the next AGM of the Company or the date falling 15 months after the passing of this resolution, whichever is the earlier, but so that such authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.

To consider and, if thought fit, to pass the following resolutions which will be proposed as Special Resolutions:

14. That:

the Directors be and they are hereby empowered, in accordance with sections 570 and 573 of the Companies Act 2006 as amended from time to time prior to the date of the passing of this resolution (`2006 Act') to allot shares in each class (UK Equity, Global Equity Income, Balanced Risk Allocation and Managed Liquidity) for cash, either pursuant to the authority given by resolution 13 or (if such allotment constitutes the sale of relevant shares which, immediately before the sale, were held by the Company as treasury shares) otherwise, as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited:

(a) to the allotment of shares in connection with a rights issue in favour of all holders of a class of share where the shares attributable respectively to the interests of all holders of shares of such class are either proportionate (as nearly as may be) to the respective numbers of relevant Shares held by them or are otherwise allotted in accordance with the rights attaching to such shares (subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise);

(b) to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £68,652 of UK Equity Shares, £25,244 of Global Equity Income Shares, £4,217 of Balanced Risk Allocation Shares and £1,254 of Managed Liquidity Shares; and

(c) to the allotment of equity securities at a price of not less than the net asset value per share as close as practicable to the allotment or sale

and this power shall expire at the conclusion of the next AGM of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, but so that this power shall allow the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after such expiry as if the power conferred by this resolution had not expired; and so that words and expressions defined in or for the purposes of Part 17 of the 2006 Act shall bear the same meanings in this resolution.

15. That:

the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with section 701 of the Companies Act 2006 as amended from time to time prior to the date of passing this resolution (`2006 Act') to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its issued shares in each share class (UK Equity, Global Equity Income, Balanced Risk Allocation and Managed Liquidity).

PROVIDED ALWAYS THAT:

(i) the maximum number of shares hereby authorised to be purchased shall be 14.99% of each class of the Company's share capital as at the date of the AGM;

(ii) the minimum price which may be paid for a share shall be 1p;

(iii) the maximum price which may be paid for a share in each share class must not be more than the higher of: (a) 5% above the average of the mid-market values of the shares for the five business days before the purchase is made; and (b) the higher of the price of the last independent trade in the shares and the highest then current independent bid for the shares on the London Stock Exchange;

(iv) any purchase of shares will be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);

(v) the authority hereby conferred shall expire at the conclusion of the next AGM of the Company or, if earlier, on the expiry of 15 months from the passing of this resolution unless the authority is renewed at any other general meeting prior to such time; and

(vi) the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority which will be executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract.

16. That:

the period of notice required for general meetings of the Company (other than Annual General Meetings) shall be not less than 14 days.

 

Dated 1 August 2023

By order of the Board

Invesco Asset Management Limited

Company Secretary

 



Date   Source Headline
29th Apr 202411:53 amPRNNet Asset Value(s)
26th Apr 202412:09 pmPRNNet Asset Value(s)
25th Apr 202412:18 pmPRNNet Asset Value(s)
24th Apr 20244:32 pmPRNCancellation of Treasury Shares
24th Apr 202412:02 pmPRNNet Asset Value(s)
23rd Apr 202411:40 amPRNNet Asset Value(s)
22nd Apr 202411:50 amPRNNet Asset Value(s)
19th Apr 202411:17 amPRNNet Asset Value(s)
19th Apr 20247:00 amPRNTender Prices and Tender Purchases
18th Apr 202411:58 amPRNNet Asset Value(s)
17th Apr 202411:39 amPRNNet Asset Value(s)
16th Apr 202412:10 pmPRNDividend Declaration
16th Apr 202411:40 amPRNNet Asset Value(s)
16th Apr 202411:21 amPRNResults of Adjourned Class Meetings
15th Apr 20245:16 pmPRNUpdated Results of the Tender Offers
15th Apr 202411:26 amPRNNet Asset Value(s)
12th Apr 202411:39 amPRNNet Asset Value(s)
11th Apr 202411:54 amPRNNet Asset Value(s)
10th Apr 202411:46 amPRNNet Asset Value(s)
9th Apr 202411:29 amPRNNet Asset Value(s)
8th Apr 202411:42 amPRNNet Asset Value(s)
5th Apr 202412:20 pmPRNNet Asset Value(s)
4th Apr 202411:56 amPRNNet Asset Value(s)
3rd Apr 202411:50 amPRNNet Asset Value(s)
2nd Apr 20244:35 pmPRNTotal Voting Rights
2nd Apr 202411:55 amPRNNet Asset Value(s)
28th Mar 202411:49 amPRNNet Asset Value(s)
28th Mar 20247:00 amPRNResults of General Meeting and Class Meetings
27th Mar 202412:03 pmPRNNet Asset Value(s)
26th Mar 20245:47 pmPRNResults of the Tender Offers
26th Mar 202411:25 amPRNNet Asset Value(s)
25th Mar 202412:01 pmPRNNet Asset Value(s)
22nd Mar 202411:51 amPRNNet Asset Value(s)
21st Mar 202411:40 amPRNNet Asset Value(s)
20th Mar 202411:49 amPRNNet Asset Value(s)
19th Mar 202411:22 amPRNNet Asset Value(s)
18th Mar 202411:28 amPRNNet Asset Value(s)
15th Mar 202411:30 amPRNNet Asset Value(s)
14th Mar 202411:31 amPRNNet Asset Value(s)
13th Mar 202411:26 amPRNNet Asset Value(s)
12th Mar 202412:08 pmPRNNet Asset Value(s)
11th Mar 202411:55 amPRNNet Asset Value(s)
8th Mar 202411:53 amPRNNet Asset Value(s)
7th Mar 202411:50 amPRNNet Asset Value(s)
6th Mar 202411:49 amPRNNet Asset Value(s)
5th Mar 202411:33 amPRNNet Asset Value(s)
4th Mar 202411:29 amPRNNet Asset Value(s)
1st Mar 202411:25 amPRNNet Asset Value(s)
1st Mar 20247:00 amPRNAppointment of Joint Corporate Broker and Financial Adviser
29th Feb 202411:30 amPRNNet Asset Value(s)

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