BLACKROCK THROGMORTON TRUST PLC BLACKROCK THROGMORTON TRUST PLC
(Legal Entity Identifier: 5493003B7ETS1JEDPF59)
Information disclosed in accordance with Article 5 Transparency Directive and DTR 4.2
HALF YEARLY FINANCIAL REPORT 31 MAY 2022
|
31 May 2022 (unaudited) |
30 November 2021 (audited) | |
| Net assets (£’000)1 | 690,173 | 935,148 |
| Net asset value per ordinary share (pence) | 672.58 | 921.91 |
| Ordinary share price (mid-market) (pence) | 635.00 | 935.00 |
| Benchmark Index2 | 17,182.07 | 18,968.77 |
| (Discount)/premium to cum income net asset value3 | (5.6)% | 1.4% |
| Average (discount)/premium to cum income net asset value for the period/year3 | (1.8)% | 1.2% |
| --------------- | --------------- | |
| Performance (with dividends reinvested) | ||
| Net asset value per share3 | -26.3% | +37.0% |
| Ordinary share price3 | -31.4% | +38.8% |
| Benchmark Index2 | -9.4% | +24.5% |
| ======== | ======== |
|
For the six months ended 31 May 2022 (unaudited) |
For the six months ended 31 May 2021 (unaudited) | Change % | |
| Revenue | |||
| Net revenue profit on ordinary activities after taxation (£’000) | 6,303 | 4,749 | +32.7 |
| Revenue return per ordinary share (pence)4 | 6.12 | 5.24 | +16.8 |
| Dividends per ordinary share (pence) | |||
| Interim | 2.60 | 2.50 | +4.0 |
- The change in net assets reflects market movements, share issues, the purchase of the Company’s own shares and dividends paid during the period.
- The Company’s Benchmark Index is the Numis Smaller Companies plus AIM (excluding Investment Companies) Index. With effect from 22 March 2018, the Numis Smaller Companies plus AIM (excluding Investment Companies) Index replaced the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index as the Company’s Benchmark Index. From 1 December 2013 to 21 March 2018, the Company’s Benchmark Index was the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index. Prior to 1 December 2013, the Company’s Benchmark Index was the Numis Smaller Companies plus AIM (excluding Investment Companies) Index. The performance of the Benchmark Indices during these periods has been blended to reflect these changes.
- Alternative Performance Measures, see Glossary contained within the Half Yearly Financial Report.
- Further details are given in the Glossary contained within the Half Yearly Financial Report.
CHAIRMAN'S STATEMENT
Dear Shareholder
Period highlights
- NAV per ordinary share decreased by 26.3%, versus the Benchmark Index decrease of 9.4%
- Share price decreased by 31.4%
- Earnings per share increased by 16.8%
- Interim dividend declared of 2.60p per share (2021: 2.50p)
- 1,773,900 new ordinary shares were issued and 594,670 ordinary shares were repurchased into treasury for a total consideration of £16,551,000 and £3,498,000 respectively
(All returns are in sterling terms with dividends reinvested.)
OVERVIEW
The Board recognises that this has been a difficult period for both shareholders and the Company with the underperformance of our benchmark at the NAV level exacerbated by a widening discount. The past six months have been particularly challenging to navigate for the Company, with our Manager’s growth style firmly out of favour as investors rushed from strongly performing growth companies into energy stocks, lower growth value and defensives. I would like to assure shareholders that although the half-year results have been disappointing, both the Board and our Manager remain focused on achieving the Company’s objectives of providing shareholders with long-term capital growth and an attractive total return.
The period under review was dominated by significant geo-political instability and heightened market volatility as a result of the ongoing war in Ukraine and the devastating humanitarian crisis that has followed. The resulting energy supply shock, driven by concerns around energy and commodity scarcity, has seen energy and food prices soar, driving UK inflation to a 40 year high of 9.4% in June 2022.
The outlook for the UK economy has deteriorated as powerful inflationary drivers acted to exacerbate residual COVID-19 related supply chain disruption. The invasion was also the catalyst for a further market rotation from growth to value stocks which saw many of our portfolio holdings de-rate, seemingly indiscriminately, and with, in many cases, no material change in the investment thesis or outlook. This was primarily led by the strong performance of energy stocks and a rotation away from more highly rated, fast growing, companies whose previous strong share price performance provided easy profit taking.
As is often the case at any time of significant macroeconomic uncertainty, the Company’s investment universe of small and medium-sized companies has been disproportionately impacted, with UK Small & Mid-Cap stocks underperforming UK Large Caps by the largest amount for more than 20 years. To provide some context, the FTSE 100 is dominated by several large Oil & Gas companies which rallied strongly as the price of energy related commodities rose sharply. The Large Cap index is also less domestically focused, deriving a significant proportion of its revenues from overseas. These factors contributed to the relative under performance of the UK Mid-Cap indices to which our portfolio is heavily exposed.
This market turmoil has left central banks with the unenviable task of navigating a fine line between intervening to address soaring inflation, while seeking to avoid derailing an already fragile economic recovery. In May of this year the Bank of England raised the base interest rate by 0.25 percentage points to 1%, with a further rise of 0.25 percentage points announced in June. Central bank rhetoric around the potential for further rate hikes later this year, coupled with other policy tightening measures, has led some to forecast that inflation will peak in the second half of the year. What is clear is that the rapidly rising cost of living is likely to result in lower consumer spending and higher operational costs for UK companies as the costs of raw materials, logistics and wages apply pressure to corporate profit margins.
Against this challenging economic backdrop, our portfolio manager remains optimistic about the longer term prospects for the companies within our portfolio, and for the asset class more broadly given the historic longer-term outperformance of UK smaller companies over their larger counterparts. In addition, he believes that the market is presently expressing an overly pessimistic view of the outlook for the asset class, as reflected in current UK Small and Mid-Cap valuations. Whilst the market remains concerned over the sensitivity of UK listed companies to a weakening domestic economic outlook, it is important to note that for many of the Company’s portfolio investments our portfolio manager considers that trading remains strong and their future growth prospects very compelling.
As you will read in Dan Whitestone’s report which follows, our portfolio is constructed of differentiated and innovative companies, those with strong balance sheets that can provide financial resilience and the option to deploy capital to take advantage of the opportunities the market volatility will inevitably create. Our portfolio manager has selected what he believes are those UK smaller companies with superior business models and competitive advantage, and which are best-placed to, over time, prosper as those competitors less able to adapt to rising operating costs and increased debt burdens flounder.
PERFORMANCE
Over the six months to 31 May 2022, the Company’s Net Asset Value (NAV) return was -26.3% compared to a return of -9.4% from the Company’s Benchmark Index, an underperformance of 16.9%. The Company’s share price decreased by 31.4%, underperforming the Benchmark Index by 22.0%, which resulted in the Company’s share price ending the period on a discount to NAV of 5.6% (30 November 2021: a premium of 1.4%). Since the period end and up to the close of business on 18 July 2022, the Company’s NAV has fallen by 9.6%, and the Benchmark Index has fallen by 9.1% (all figures with dividends reinvested).
Performance record to 31 May 2022 (with dividends reinvested)
| NAV per share | Share price | Benchmark Index | |
| 1 Year change % | -22.9 | -27.8 | -11.7 |
| 3 Year change % | 22.2 | 24.5 | 20.8 |
| 5 Year change % | 39.3 | 57.8 | 17.6 |
This short-term performance should of course be viewed in the context of the strong, long-term, performance delivered over many years. Over the five-year period to 31 May 2022, the Company’s NAV returned 39.3% and the share price returned 57.8%, versus the benchmark index return of 17.6% over the same period.
Further information on the Company’s performance and the factors that contributed to performance during the period and the outlook for the second half of the financial year are set out in the Investment Manager’s Report which follows.
REVENUE RETURN AND DIVIDENDS
The revenue return per share for the period amounted to 6.12 pence per share, compared to 5.24 pence per share earned during the same six-month period last year. This represents an increase of 16.8%. It is positive to see that despite the broader market turmoil the income generated through our investment portfolio has increased year-on-year.
The Board recognises that, although the Company’s objective is capital growth, shareholders value consistency of dividends paid by the Company; an interim dividend of 2.60p per share (2021: 2.50p per share) has therefore been declared, payable on 26 August 2022 to shareholders on the register on 29 July 2022 (the ex-dividend date is 28 July 2022). The interim dividend is fully covered by revenue generated by the portfolio during the period.
BOARD COMPOSITION AND DIVERSITY
I am pleased to report that the Board is in compliance with the recently published recommendations of the BEIS-sponsored FTSE Women Leaders Review. The review sets new targets for FTSE 350 companies which are designed to achieve boards with 40% female representation (previously 33%) and at least one woman in the role of Chair or Senior Independent Director on the board by the end of 2025.
It is encouraging to note that the Company meets both of these requirements already. The Board has been 50% female since 2019 and in 2020, Mrs Nash was appointed Senior Independent Director. During the period under review, Mrs Nash accompanied the Chairman at several meetings with our major shareholders, seeking feedback on the Company and its activities, and also discussed developing corporate governance and best practice.
The Board has considered the recommendation of the Parker Review which is focused on increasing the ethnic diversity of UK boards. Historically, our Board has focused on matters of diversity, more broadly considering, amongst others, a balance of skill sets, gender, age, experience and independence as well as the selection process itself when determining the Board’s succession plans. We believe this is demonstrated through the ongoing refreshment of the Board, an appropriate range of director age and tenure ensuring there is a suitable balance of experience and corporate memory, as well as regular infusions of new thinking and alternative approaches.
The Board recognises the benefits of diversity, including that of ethnicity, and therefore it intends to comply with the Parker Review recommendation that FTSE 350 companies have at least one director from an ethnically diverse background by 2024.
In order to achieve compliance with this target, the Board has agreed that it will incorporate this diversity characteristic into its succession plans and any search brief and the Board may engage a specialist recruitment firm to assist it in achieving its Board diversity objectives.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) INTEGRATION
The Board recognises that ESG issues can present both opportunities and risks to long-term investment performance. An assessment of these issues forms an important part of the decision-making process of the Investment Manager, though the Company does not exclude investments based solely on ESG criteria. These considerations also guide BlackRock, the Investment Manager, in its stewardship of portfolio companies and its assessment of the issues on which to engage with investee companies, how this is best done and whether or not to support proposals put to shareholders.
BlackRock incorporates material ESG information and consideration of sustainability risks into investment decisions in order to seek to enhance risk-adjusted returns. ESG insights and data, including sustainability risks, are considered as part of the investment process, including company research and portfolio construction. These ESG insights are not the sole consideration when making investment decisions; ESG integration does not change the Company’s investment objective or policy or constrain the investable universe. The extent to which ESG insights are considered during investment decision-making will also be determined by other factors including, for example, the portfolio company’s sector and operations.
SHARE PREMIUM/DISCOUNT
During the six months to 31 May 2022, the Company’s share price premium/ discount to NAV ranged between a premium of 2.7% and a discount of 14.3%, ending the period at a discount of 5.6%. This compares very favourably with the weighted average discount of the UK Smaller Companies peer group which ended the period at a discount of 13.0%. As at 18 July 2022, the Company’s shares were trading at a discount of 6.6% versus the peer group discount of 13.1%.
There were two distinct market environments during the period under review. During the four months to 31 March 2022 we saw demand for the Company’s shares increase. The Company consequently issued a total of 1,773,900 new shares for a total consideration of £16.6m. All shares were issued at a premium to the prevailing NAV and were therefore accretive to existing shareholders. The issue of new shares has not only prevented an excessive premium arising but has also benefitted existing shareholders as it increases the size of the Company and therefore the fixed costs borne by shareholders are shared over a wider asset base. The issue of new shares can also act to increase liquidity, helping to moderate any undesirable volatility in our share rating that may arise.
Russia’s invasion of Ukraine and the associated energy supply shock witnessed our share rating, and that of the peer group, deteriorate in April as the UK Smaller Companies sector fell out of favour. The Company’s share price traded at a discount to NAV and following consultation with the Manager and the Company’s corporate broker, the Board determined that it was in shareholders’ interests to seek to buy back shares with the objective of ensuring that an excessive discount to NAV did not arise.
The Company has not bought back its own shares for many years and, as I have mentioned in the past, the Board believes that the best way of addressing any discount over the longer term is to generate good performance and to create demand for the Company’s shares in the secondary market through broadening awareness of the Company’s unique structure and other attractions.
In determining whether the premium/discount to NAV at which the Company’s shares trade is excessive or otherwise, the Board considers several factors. These may include but are not limited to: whether the share rating is commensurate with the current demand for UK Smaller Companies and whether the Company’s shares were trading in normal market conditions; the ongoing attractiveness of the investment proposition, in particular the strength of the portfolio management team and process; and the strong long-term performance delivered for shareholders, both in absolute and relative terms.
During the period the Company bought back a total of 594,670 ordinary shares for a total consideration of £3.5m to be held in treasury. The advantage of holding shares in treasury over cancelling them is that they remain listed. This means that where there is an opportunity to re-issue these shares, the Company does not have to pay additional fees for admission to trading as would be required with an issue of new shares. It is the Board’s policy that it will generally only take shares into treasury where it believes there is a reasonable likelihood of re-issue in the future. Since 31 May 2022 and up to the latest practicable date of 18 July 2022, a further 537,757 shares have been bought back for a total consideration of £3,006,000. All shares were bought back at a discount to the prevailing NAV and were therefore accretive to existing shareholders.
Following this share buy back activity the Company’s discount narrowed substantially from 14.3% to 5.6% at the period end, comparing favourably with the peer group weighted average discount of 13.0%. The Board believes that this action has been effective in achieving the Board’s objectives and was in shareholders’ interests.
As we seek to navigate these more volatile and uncertain markets your Board will continue to monitor the Company’s share rating and may deploy its powers to issue or buy back the Company’s shares where it believes that it is in shareholders’ long-term best interests to do so. As it does each year, the Board will once again seek to renew the authorities granted by shareholders to issue or buy back shares at the Company’s AGM.
As I mentioned in my Chairman’s Statement in last year’s annual report, the size of the Company, and the extent and speed of any further share issuance, will continue to be kept under close review. There can be no certainty that share issuance will continue at the same level that it has in previous years and as a result it is possible that the Company’s shares may in future trade at a higher premium to NAV than they have in the past. Conversely, although we have seen fit to buy back shares during the period, the Board will continue to consider whether such action in the future is in shareholders’ long-term interests on a case-by-case basis and with the overarching objective that the Company’s shares should not trade at an excessive discount to NAV.
SHAREHOLDER COMMUNICATION
We appreciate how important access to regular information is to our shareholders. To supplement our Company website, we now therefore offer shareholders the ability to sign up to the Trust Matters newsletter which includes information on the Company as well as news, views and insights on the investment trust market. Information on how to sign up is included on the inside cover of this report.
OUTLOOK
As we move into the second half of the year, the Board shares our portfolio manager’s view that company specifics and the strong trading reported by many of the constituents of our portfolio can triumph over the macroeconomic malaise currently weighing heavily on UK smaller company valuations and that we will, in time, see a return to the strong and consistent investment performance delivered to shareholders over many years.
Our portfolio manager’s fundamental philosophy remains unchanged, with a continued focus on financially strong companies with innovative and disruptive business models and differentiated offerings which are capable of delivering sustained growth over time. This approach has served the Company well over many years and the Board remains fully supportive of our portfolio manager.
CHRISTOPHER SAMUEL
Chairman
20 July 2022
INVESTMENT MANAGER’S REPORT - FOR THE SIX MONTHS ENDED 31 MAY 2022
MARKET REVIEW AND OVERALL INVESTMENT PERFORMANCE
Volatility has been a key feature of equity markets during the first half of the financial year, with concerns around inflation, monetary tightening, the humanitarian and geo-political ramifications of Russia’s invasion of Ukraine and COVID-19 all driving large scale market moves. For the most part, the strongest sectors have been the energy-related sectors and those deemed most defensive as investors continue to grapple with the fear of an economic slowdown. Within the UK equity market, the effect of this can be seen in the gap between the performance year-to-date of the FTSE 100 (make up is over 50% in resources, staples and healthcare) and the FTSE 250, which now has the largest dispersion on record, and we think gives some measure of the extremes of positioning caused by current events. The period has also been characterised by a marked stock market rotation from growth to value, negatively impacting the Company’s positioning as companies with strong growth prospects and solid financial foundations have retraced in recent months as investors question the appropriate valuation for long duration assets in a rising interest rate environment.
PERFORMANCE REVIEW
Performance during the first half of the year has been disappointing, with the Company’s NAV returning -26.3%, while our Benchmark Index has fallen by 9.4%. This is clearly not where we would wish the portfolio to be at the half-year stage, and although we acknowledge that shareholders will find this underperformance disappointing, the Company’s longer-term track record of absolute and relative performance remains strong. This is not to make an excuse, only to observe that this is a volatile investment universe but the gains over the long term can prove very attractive and the philosophy and process of this Company have delivered returns comfortably in excess of the Benchmark Index.
Navigating a period where our investment style is out of favour reflecting the recent rotation away from growth to value shares is always going to be difficult, but unfortunately, we started 2022 with a large gross and net exposure. To stress, this was not a direct call on the market, but to reflect our conviction in our investments following a strong reporting period through late 2021 and indeed the confidence of the management teams that have guided their companies through very difficult times such as the Global Financial Crisis, and the outlook for revenue and profit growth they believe they are capable of generating. Whilst financial reporting overall has been generally positive this year many of our shares have de-rated through the period and of course this effect on the NAV has been magnified by the Company’s gearing. Furthermore, the Company’s large exposure to Consumer Services, Financials and Industrials has been a headwind, as has been our underweight exposure to Resources and Basic Materials.
It is important to draw the distinction between a period of fund underperformance by a de-rating in profitable growth companies with strong balance sheets and exciting growth prospects, like your Company has endured, as opposed to permanent capital loss through a series of negative investment case developments in speculative cash consumptive loss-making businesses. Whilst voices may grow louder about the discount rate and “what’s the right p/e multiple”, it is worth stressing that we see this share price underperformance very much as a transient period and do not see the falls in our long positions as reflective of permanent loss of capital. Whilst we can’t predict the precise timing of this recovery, we firmly believe that these investments have exciting long-term futures and will capitalise on this uncertain period which in turn will reward loyal shareholders in the years to come.
Whilst the economic outlook has undoubtedly become more challenging post Russia’s invasion of Ukraine, a slowdown looks unavoidable as rising input costs and supply chain challenges weigh on demand both at the consumer and corporate level. Our companies have strong financial frameworks where a large percentage of their market value is in cash which affords protection in a downturn but also provides capital to fund buy-backs or make acquisitions to drive faster earnings recovery.
At a stock specific level, many of the largest detractors year-to-date have been holdings in UK mid-caps which have been aggressively sold off throughout the period, which we feel has largely happened regardless of their end market exposure. For example, Watches of Switzerland has been one of the largest detractors during the year, which we would attribute to ongoing concerns around the outlook for the consumer despite the supply limitations of the industry and the robustness of demand. Whilst the outlook for the consumer has deteriorated, we do not see the “cost of living” crisis as a particularly acute problem for high-end luxury watches where demand continues to far exceed supply. Impax Asset Management (Impax) has seen mark-to-market downgrades on falling equity markets, but Impax continues to see net inflows reflecting the long-term strength of its franchises and its ability to continue to take market share. Gamma Communications also delivered two positive updates through the period, but the shares were weak along with many other UK mid-cap names.
One position worth highlighting is IntegraFin, a UK wealth management platform for advisers, which did disappoint the market over their guidance for costs. The major feature of this business should be high levels of recurring (and growing) revenues and this has indeed been true. However, the company has felt it necessary to take a step up in operating spend to deliver best in class service and so margins will need to fall back from the mid 40% range. This should not really change the fundamental long term investment case but it is a disappointment given previous statements on cost control; we have reduced the position accordingly.
There is little value to add from listing several shares which individually have made a positive contribution to performance given the overall underperformance of the Company. However, we do feel it is worth noting that many of our holdings have continued to trade extremely well. WH Smith is one example which reported strong trading on a rebound in travel volumes notably in the USA. There were therefore earnings upgrades following its results and the shares rebounded sharply.
PORTFOLKIO POSITIONING & OUTLOOK
Overall, this has been a very ‘macro’ driven year to date. When looking at individual company results and looking at the state of company P&L’s and balance sheets, we are often struck by just how much protection and upside there is, which is why we have retained our exposure and remain modestly net long. Acknowledging the heightened levels of uncertainty and recognising that strong numbers aren’t translating into instant share price recovery in this market back-drop, we reduced the gross exposure to c.115% and the net to around 102% (as a percentage of net assets).
A valid market concern is that sell-side forecasts look too high, certainly true in some cases (but not all), with the result that share prices have certainly moved. We believe many of our longs are already pricing in very bearish scenarios (indeed as some of our short positions are now, which we’ve reduced) and we continue to believe in the ability of many of our longs to achieve double-digit growth over many years. Some names are now trading on free cash flow yields of 4-5% and as such represent significant value for us. It would seem many of the management teams agree, judging by the size of share buy-back programmes that have been commenced in recent weeks, and, as we have articulated before, we own many companies where a sizeable percentage of their market cap is in net cash. Furthermore, at a time of increased economic uncertainty, we think differentiated companies with strong pricing power and enviable market positions and long-term prospects for earnings growth are more valuable than ever.
We understand that the year to date may have been disappointing for our shareholders. We appreciate your ongoing support and can assure you that our confidence in the recovery of our long book is undiminished. We remain of the view that there is significant upside to come in time.
Dan Whitestone
BlackRock Investment Management (UK) Limited
20 July 2022
PORTFOLIO OF INVESTMENTS
TOP TEN
1 + GAMMA COMMUNICATIONS* (2021: 3rd)
Mobile Telecommunications
Market value: £23,429,000
Share of net assets: 3.4% (2021: 3.1%)
Provider of communication services to UK businesses.
2 - Electrocomponents (2021: 1st)
Support Services
Market value: £22,237,000¹
Share of net assets: 3.2% (2021: 3.5%)
Distributor of industrial and electronic products.
3 + CVS Group* (2021: 12th)
General Retailers
Market value: £21,184,000
Share of net assets: 3.1% (2021: 1.9%)
Operator of veterinary surgeries.
4 - Watches of Switzerland (2021: 2nd)
Personal Goods
Market value: £20,721,000
Share of net assets: 3.0% (2021: 3.3%)
Retailer of luxury watches.
5 + Auction Technology Group (2021: 7th)
General Retailers
Market value: £19,859,000¹
Share of net assets: 2.9% (2021: 2.7%)
Operator of marketplaces for curated online auctions.
6 = Oxford Instruments (2021: 6th)
Electronic & Electrical Equipment
Market value: £19,449,000¹
Share of net assets: 2.8% (2021: 2.7%)
Designer and manufacturer of tools and systems for industry and research.
7 + YouGov* (2021: 10th)
Media
Market value: £18,867,000
Share of net assets: 2.7% (2021: 2.3%)
Provider of survey data and specialist data analytics.
8 + WH Smith (2021: 24th)
General Retailers
Market value: £17,276,000
Share of net assets: 2.5% (2021: 1.5%)
Retailer of books, stationery, magazines, newspapers and confectionery.
9 - Dechra Pharmaceuticals (2021: 8th)
Pharmaceuticals & Biotechnology
Market value: £15,869,000
Share of net assets: 2.3% (2021: 2.5%)
Developer and supplier of pharmaceutical and other products focused on the veterinary market.
10 - Impax Asset Management* (2021: 4th)
Financial Services
Market value: £15,544,000
Share of net assets: 2.2% (2021: 2.9%)
Provider of asset management services.
* Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.
1 Includes long derivative positions.
+, - and = indicate the change in the relative ranking of the position in the Top ten holdings compared to its ranking as at 30 November 2021.
All percentages reflect the value of the holding as a percentage of net assets.
Percentages in brackets represent the value of the holding as at 30 November 2021.
| # | Company | £’000 | % | Description |
| 11 | Baltic Classifieds Group Software & Computer Services | 15,483¹ | 2.2 | Operator of online classified businesses in the Baltics |
| 12 | Computacenter Software & Computer Services | 15,426¹ | 2.2 | Computer services |
| 13 | IntegraFin Financial Services | 14,606¹ | 2.1 | UK savings platform for financial advisors |
| 14 | Ergomed* Pharmaceuticals & Biotechnology | 14,283¹ | 2.1 | Provider of pharmaceuticals services |
| 15 | SigmaRoc* Construction & Materials | 14,106 | 2.0 | Buy-and-build group targeting construction materials assets in the UK and Northern Europe |
| 16 | Sirius Real Estate Real Estate Investment & Services | 13,763 | 2.0 | Owner and operator of business parks, offices and industrial complexes in Germany |
| 17 | Workspace Group Real Estate Investment Trusts | 13,366¹ | 1.9 | Supply of flexible workspace to businesses in London |
| 18 | Grafton Group Support Services | 13,051 | 1.9 | Builders merchants in the UK, Ireland and Netherlands |
| 19 | Next Fifteen Communications* Media | 12,881 | 1.9 | Provider of digital communication products and services |
| 20 | Leslie’s Leisure Goods | 12,864¹ | 1.9 | US direct to consumer retailer of swimming pool maintenance products |
| 21 | Breedon* Construction & Materials | 12,447 | 1.8 | Supplier of construction materials |
| 22 | Diploma Support Services | 12,252¹ | 1.8 | Supplier of specialised technical products and services |
| 23 | Dunelm Group General Retailers | 11,635¹ | 1.7 | Retailer of homeware products |
| 24 | Mattioli Woods* Financial Services | 11,026 | 1.6 | Provider of wealth management services |
| 25 | Euronext Financial Services | 10,768¹ | 1.6 | European stock exchange |
| 26 | Tatton Asset Management* Financial Services | 10,728 | 1.5 | Provision of discretionary fund management services to the IFA market |
| 27 | XP Power Electronic & Electrical Equipment | 10,431 | 1.5 | Leading provider of power solutions |
| 28 | Games Workshop Leisure Goods | 10,138¹ | 1.5 | Developer, publisher and manufacturer of miniature war games |
| 29 | 4imprint Group Media | 10,113 | 1.5 | Supplier of promotional merchandise in the US |
| 30 | Bytes Technology Software & Computer Services | 9,639 | 1.4 | Specialist in software, security and cloud services |
| 31 | Alliance Pharma* Pharmaceuticals & Biotechnology | 9,526 | 1.4 | Distributor of pharmaceutical and healthcare products |
| 32 | Qinetiq Group Aerospace & Defence | 9,166 | 1.3 | Provider of scientific and technological services to the defence, security and aerospace markets |
| 33 | Spirent Technology Hardware & Equipment | 9,059 | 1.3 | Multinational telecommunications testing |
| 34 | Morgan Sindall Construction & Materials | 8,818¹ | 1.3 | Supplier of office fit out, construction and urban regeneration services |
| 35 | Genuit Group Construction & Materials | 8,464 | 1.2 | Manufacturer of plastic piping systems |
| 36 | Treatt Chemicals | 8,118 | 1.2 | Developer and manufacturer of ingredients for the flavour and fragrance industry |
| 37 | Pets at Home General Retailers | 8,083 | 1.2 | Retailer of pet supplies |
| 38 | Learning Technologies* Software & Computer Services | 8,005 | 1.2 | Provider of e-learning services |
| 39 | DiscoverIE Electronic & Electrical Equipment | 7,459¹ | 1.1 | International designer, manufacturer and supplier of customised electronics |
| 40 | Robert Walters Support Services | 7,125 | 1.0 | Provider of specialist recruitment services |
| 41 | Dart Group* Travel & Leisure | 7,002 | 1.0 | Low cost tour operator and airline |
| 42 | Londonmetric Property Real Estate Investment Trusts | 6,998¹ | 1.0 | Investor in, and developer of property |
| 43 | Spectris Electronic & Electrical Equipment | 6,686 | 1.0 | Supplier of productivity enhancing instrumentation and controls |
| 44 | OSB Group Financial Services | 6,674 | 1.0 | Specialist lending business |
| 45 | Alfa Financial Software Software & Computer Services | 6,652 | 1.0 | Provider of software to the finance industry |
| 46 | Howden Joinery Group General Retailers | 6,429¹ | 0.9 | Kitchen and joinery product supplier |
| 47 | Safestore Real Estate Investment Trusts | 6,079 | 0.9 | Provider of self-storage units |
| 48 | GB Group* Software & Computer Services | 6,016 | 0.9 | Developer and supplier of identity verification solutions |
| 49 | Young & Co’s Brewery* Travel & Leisure | 6,014 | 0.9 | Owner and operator of pubs mainly in the London area |
| 50 | Johnson Service Group* Support Services | 6,005 | 0.9 | Provider of textile services |
| 51 | Hunting Oil Equipment and Services | 5,763¹ | 0.8 | Oil services business |
| 52 | Boku* Support Services | 5,585 | 0.8 | Digital payments platform |
| 53 | AJ Bell Financial Services | 5,426 | 0.8 | UK savings platform for financial advisors & individual Investors |
| 54 | Team17* Leisure Goods | 5,265 | 0.8 | Video game developer and publisher |
| 55 | Restore* Support Services | 5,018 | 0.7 | Records management business |
| 56 | Xero* Software & Computer Services | 5,005¹ | 0.7 | Software company specialising in accounting for small businesses |
| 57 | Axon Enterprise Support Services | 4,972¹ | 0.7 | US based provider of technology and weapons products |
| 58 | The Pebble Group* Media | 4,892 | 0.7 | Designer and manufacturer of promotional goods |
| 59 | Clarkson Industrial Transportation | 4,862 | 0.7 | Provider of shipping services |
| 60 | Accesso Technology* Software & Computer Services | 4,857¹ | 0.7 | Provider of ticketing and virtual queuing solutions |
| 61 | Polar Capital Holdings* Financial Services | 4,698 | 0.7 | Provider of investment management services |
| 62 | Hiscox Non-life Insurance | 4,542¹ | 0.6 | Provision of insurance services |
| 63 | Judges Scientific* Electronic & Electrical Equipment | 4,537 | 0.6 | Designer and producer of scientific instruments |
| 64 | Moneysupermarket.com Software & Computer Services | 4,425¹ | 0.6 | Price comparison website specialising in financial services |
| 65 | Rotork Electronic & Electrical Equipment | 4,404 | 0.6 | Manufacturer of industrial flow equipment |
| 66 | GlobalData* Media | 4,254¹ | 0.6 | Data analytics and consulting |
| 67 | Zotefoams Chemicals | 3,939¹ | 0.6 | Manufacturer of polyolefin foams used in sport, construction, marine, automation, medical equipment and aerospace |
| 68 | Anpario* Pharmaceuticals & Biotechnology | 3,900 | 0.6 | Manufacturer and distributor of natural animal feed additives for animal health, nutrition and biosecurity |
| 69 | Ashmore Group Financial Services | 3,858¹ | 0.6 | Emerging Market focused investment manager |
| 70 | Hill & Smith Holdings Industrial Metals & Mining | 3,853 | 0.6 | Supplier of infrastructure products and galvanizing services |
| 71 | Babcock International Group Aerospace & Defence | 3,767 | 0.6 | British aerospace, defence and nuclear engineering services company |
| 72 | Animalcare Group* Pharmaceuticals & Biotechnology | 3,709 | 0.5 | Veterinary pharmaceuticals business |
| 73 | Eckoh* Software & Computer Services | 3,690 | 0.5 | Global provider of secure payments products |
| 74 | Advanced Medical Solutions Group* Healthcare Equipment & Services | 3,586¹ | 0.5 | Developer and manufacturer of advanced wound care solutions |
| 75 | Domo Software & Computer Services | 3,309¹ | 0.5 | US based operator of mobile, cloud-based operating systems |
| 76 | Porvair Industrial Engineering | 3,223 | 0.5 | Specialist filtration and environmental technology |
| 77 | SThree Support Services | 3,117 | 0.4 | Provider of specialist professional recruitment services |
| 78 | 888 Travel & Leisure | 2,997 | 0.4 | Operator and platform for online gaming |
| 79 | Vistry Group Household Goods & Home Construction | 2,931 | 0.4 | UK housebuilder |
| 80 | Five9 Software & Computer Services | 2,875¹ | 0.4 | Provider of cloud-based contact centre software |
| 81 | Kainos Group Software & Computer Services | 2,854¹ | 0.4 | Provider of digital technology solutions |
| 82 | Genus Pharmaceuticals & Biotechnology | 2,821 | 0.4 | Animal genetics company |
| 83 | Balfour Beatty Construction & Materials | 2,730¹ | 0.4 | Multinational infrastructure group |
| 84 | Luceco Electronic & Electrical Equipment | 2,703 | 0.4 | Supplier and manufacturer of high quality LED lighting products |
| 85 | Renishaw Electronic & Electrical Equipment | 2,696 | 0.4 | Engineering and scientific technology company |
| 86 | Kier Group Support Services | 2,663 | 0.4 | UK construction, services and property group |
| 87 | AB Dynamics* Industrial Engineering | 2,577 | 0.4 | Developer and supplier of specialist automotive testing systems |
| 88 | Gooch & Housego* Electronic & Electrical Equipment | 2,516 | 0.4 | Designer and manufacturer of advanced photonic systems |
| 89 | Craneware* Software & Computer Services | 2,366 | 0.3 | Provider of financial business software for US hospitals |
| 90 | Moonpig General Retailers | 2,211 | 0.3 | Internet based provider of personalised cards and gifts |
| 91 | MaxCyte* Pharmaceuticals & Biotechnology | 1,791 | 0.3 | Clinical-stage global cell-based therapies and life sciences company |
| 92 | Serica Energy* Oil, Gas & Coal | 1,574 | 0.2 | Oil and gas producer |
| 93 | Health Catalyst Healthcare Equipment & Services | 1,386¹ | 0.2 | Provider of data and analytics technology and services to healthcare organizations |
| 94 | Chapel Down† Beverages | 1,117 | 0.2 | UK producer of sparkling and still wines, and Curious beers and ciders |
| ------------ | ------------ | |||
| Long investment positions (excluding BlackRock’s Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund) | 751,083 | 108.8 | ||
| ======= | ======= | |||
| Short investment positions | (43,347) | (6.3) | ||
| ======= | ======= |
1 Includes long derivative positions.
* Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.
† Traded on the Aquis Stock Exchange (AQSE) (formally the NEX exchange). AQSE is a stock market providing primary and secondary markets for equity and debt products. It is permissioned as a Recognised Investment Exchange, which allows it to operate a regulated listings venue.
Percentages shown are the share of net assets.
At 31 May 2022, the Company held equity interests in 5 companies comprising more than 3% of a company’s share capital as follows: Tatton Asset Management: 4.3%; SigmaRoc: 3.4%; Eckoh: 3.3%; Mattioli Woods: 3.1%; and Anpario: 3.0%.
FAIR VALUE AND GROSS MARKET EXPOSURE OF INVESTMENTS AS AT 31 MAY 2022
Fair value1 |
Gross market exposure2 |
Gross market exposure as a % of net assets2 | |||
£’000 | £’000 |
31 May 2022 |
31 May 2021 |
30 November 2021 | |
| Long investment positions (excluding BlackRock’s Institutional Cash Series plc – Sterling Liquid Environmentally Aware Fund) | 632,020 | 751,083 | 108.8 | 121.8 | 121.4 |
| Short investment positions1 | (816) | (43,347) | (6.3) | (1.5) | (2.7) |
| Cash and cash equivalents1,3 | 228 | (76,304) | (11.0) | (21.8) | (21.1) |
| BlackRock’s Institutional Cash Series plc – Sterling Liquid Environmentally Aware Fund | 67,645 | 67,645 | 9.8 | 3.1 | 2.7 |
| Other net current liabilities | (8,904) | (8,904) | (1.3) | (1.6) | (0.3) |
| ----------------- | ----------------- | ----------------- | ----------------- | ----------------- | |
| Net assets | 690,173 | 690,173 | 100.0 | 100.0 | 100.0 |
| ========== | ========== | ========== | ========== | ========== | |
The Company uses gearing through the use of long and short CFD positions. Gross and Net Gearing as at 31 May 2022 were 115.1% and 102.5% respectively (31 May 2021: 123.3% and 120.3%; year ended 30 November 2021: 124.1% and 118.7%). Gross and Net Gearing are Alternative Performance Measures, see Glossary contained within the Half Yearly Financial Report.
1 Fair value is determined as follows:
– Listed and AIM quoted investments are valued at bid prices where available, otherwise at published price quotations.
– The sum of the fair values of the long and short investment positions above is determined based on the difference between the purchase or transaction price and value of the underlying shares in the contract (in effect the unrealised gains/(losses) on the exposed positions). The cost of purchasing the securities held through long derivative positions directly in the market would have amounted to £119,063,000 at the time of purchase, and subsequent market rises in prices have resulted in unrealised gains on the long derivative positions of £8,737,000, resulting in the value of the total market exposure to the underlying securities increasing to £127,800,000 as at 31 May 2022.
– The notional price of selling the securities to which exposure was gained via the short derivative positions would have been £42,531,000 at the time of entering into the contract, and subsequent price rises have resulted in unrealised losses on the short derivative positions of £816,000 and the value of the market exposure of these investments increasing to £43,347,000 at 31 May 2022. If the short derivative positions had been closed on 31 May 2022 this would have resulted in a loss of £816,000 for the Company.
2 Market exposure in the case of equity investments is the same as fair value. In the case of long and short derivative positions it is the market value of the underlying shares to which the portfolio is exposed via the contract.
3 The gross market exposure column for cash and cash equivalents has been adjusted to assume the Company traded direct holdings rather than exposure being gained through long and short investment positions.
DISTRIBUTION OF INVESTMENTS AS AT 31 MAY 2022
Sector |
% of long portfolio |
% of short portfolio |
% of net portfolio |
| Oil Equipment and Services | 0.8 | 0.0 | 0.8 |
| Oil, Gas & Coal | 0.3 | 0.0 | 0.3 |
| ----------------- | ----------------- | ----------------- | |
| Oil & Gas | 1.1 | 0.0 | 1.1 |
| ========== | ========== | ========== | |
| Chemicals | 1.7 | (0.1) | 1.6 |
| Industrial Metals & Mining | 0.6 | 0.0 | 0.6 |
| ----------------- | ----------------- | ----------------- | |
| Basic Materials | 2.3 | (0.1) | 2.2 |
| ========== | ========== | ========== | |
| Renewable Energy Equipment | 0.0 | (0.2) | (0.2) |
| ----------------- | ----------------- | ----------------- | |
| Energy | 0.0 | (0.2) | (0.2) |
| ========== | ========== | ========== | |
| Aerospace & Defence | 1.8 | 0.0 | 1.8 |
| Construction & Materials | 6.6 | (0.4) | 6.2 |
| Electronic & Electrical Equipment | 8.6 | 0.0 | 8.6 |
| Industrial Engineering | 0.8 | 0.0 | 0.8 |
| Industrial Transportation | 0.7 | 0.0 | 0.7 |
| Support Services | 11.6 | (0.2) | 11.4 |
| ----------------- | ----------------- | ----------------- | |
| Industrials | 30.1 | (0.6) | 29.5 |
| ========== | ========== | ========== | |
| Beverages | 0.2 | 0.0 | 0.2 |
| Household Goods & Home Construction | 0.4 | (0.2) | 0.2 |
| Personal Goods | 2.9 | (0.2) | 2.7 |
| ----------------- | ----------------- | ----------------- | |
| Consumer Staples | 3.5 | (0.4) | 3.1 |
| ========== | ========== | ========== | |
| Healthcare Equipment & Services | 0.7 | (0.4) | 0.3 |
| Pharmaceuticals & Biotechnology | 7.3 | 0.0 | 7.3 |
| ----------------- | ----------------- | ----------------- | |
| Health Care | 8.0 | (0.4) | 7.6 |
| ========== | ========== | ========== | |
| General Retailers | 12.2 | (0.3) | 11.9 |
| Household Furnishings | 0.0 | (0.1) | (0.1) |
| Leisure Goods | 4.0 | 0.0 | 4.0 |
| Media | 7.2 | 0.0 | 7.2 |
| Specialty Retailers | 0.0 | (0.3) | (0.3) |
| Travel & Leisure | 2.3 | 0.0 | 2.3 |
| ----------------- | ----------------- | ----------------- | |
| Consumer Discretionary | 25.7 | (0.7) | 25.0 |
| ========== | ========== | ========== | |
| Closed-end Investments | 0.0 | (0.4) | (0.4) |
| Financial Services | 11.8 | (2.9) | 8.9 |
| Non-life Insurance | 0.6 | 0.0 | 0.6 |
| ----------------- | ----------------- | ----------------- | |
| Financials | 12.4 | (3.3) | 9.1 |
| ========== | ========== | ========== | |
| Real Estate Investment & Services | 1.9 | 0.0 | 1.9 |
| Real Estate Investment Trusts | 3.7 | (0.2) | 3.5 |
| ----------------- | ----------------- | ----------------- | |
| Real Estate | 5.6 | (0.2) | 5.4 |
| ========== | ========== | ========== | |
| Software & Computer Services | 12.8 | (0.1) | 12.7 |
| Technology Hardware & Equipment | 1.3 | (0.1) | 1.2 |
| ----------------- | ----------------- | ----------------- | |
| Technology | 14.1 | (0.2) | 13.9 |
| ========== | ========== | ========== | |
| Mobile Telecommunications | 3.3 | 0.0 | 3.3 |
| ----------------- | ----------------- | ----------------- | |
| Telecommunications | 3.3 | 0.0 | 3.3 |
| ========== | ========== | ========== | |
| Total Investments | 106.1 | (6.1) | 100.0 |
| ========== | ========== | ========== |
The above percentages are calculated on the net portfolio as at 31 May 2022. The net portfolio is calculated as long equity and derivative positions, less short derivative positions as at 31 May 2022.
ANALYSIS OF THE PORTFOLIO
Market capitalisation as at 31 May 2022
| Long positions1 | Short positions | |
| £2.5bn+ | 19.3% | -0.7% |
| £2bn – £2.5bn | 12.8% | 0.0% |
| £1.5bn – £2bn | 7.4% | -0.7% |
| £1bn – £1.5bn | 31.9% | -0.9% |
| £500m – £1bn | 21.7% | -0.9% |
| £0m – £500m | 13.0% | -2.9% |
1 The above investments may comprise exposures to long equity and long derivative positions.
Source: BlackRock.
Position size as at 31 May 2022
| Long positions1 | Short positions | |
| £20m + | 4 | -1 |
| £15m – £20m | 8 | 0 |
| £10m – £15m | 17 | 0 |
| £5m – £10m | 27 | 0 |
| £0m – £5m | 38 | -15 |
1 The above investments may comprise exposures to long equity and long derivative positions.
Source: BlackRock.
PORTFOLIO HOLDINGS WITHIN KEY BENCHMARK INDICES
Gross Basis1
| FTSE 250 | 48.6% |
| FTSE AIM | 34.1% |
| Other | 7.9% |
| FTSE Small Cap | 6.3% |
| FTSE 100 | 3.1% |
Net Basis2
| FTSE 250 | 50.6% |
| FTSE AIM | 37.4% |
| Other | 1.8% |
| FTSE Small Cap | 6.7% |
| FTSE 100 | 3.5% |
PORTFOLIO HOLDINGS WITHIN BENCHMARK INDEX (the Numis Smaller Companies plus AIM (excluding Investment companies)
Gross Basis1,3
| Held in Benchmark | 57.9% |
| Other | 42.1% |
Net Basis2,3
| Held in Benchmark | 55.7% |
| Other | 44.3% |
Source: BlackRock.
1 Long exposure plus short exposure as a percentage of the portfolio in aggregate excluding investment in BlackRock’s Institutional Cash Series plc – Sterling Liquid Environmentally Aware Fund.
2 Long exposure less short exposure as a percentage of the portfolio excluding investment in BlackRock’s Institutional Cash Series plc – Sterling Liquid Environmentally Aware Fund.
3 Holdings included within the Benchmark Index as at 31 May 2021 were 59.1% on a Gross Basis and 58.2% on a Net Basis.
INTERIM MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT
The Chairman’s Statement and the Investment Manager’s Report above give details of the important events which have occurred during the period and their impact on the financial statements.
Principal risks and uncertainties
The principal risks faced by the Company can be divided into various areas as follows:
- Performance;
- Market;
- Income/dividend;
- Financial;
- Operational; and
- Regulatory.
The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Financial Statements for the year ended 30 November 2021. A detailed explanation can be found in the Strategic Report on pages 41 to 44 and in note 16 on pages 106 to 118 of the Annual Report and Financial Statements which are available on the website maintained by BlackRock at www.blackrock.com/uk/thrg.
Certain financial markets have fallen towards the end of the financial period due primarily to geo-political tensions arising from Russia’s invasion of Ukraine and the impact of the subsequent range of sanctions, regulations and other measures which impaired normal trading in Russian securities.
The Directors have also assessed the impact of market conditions arising from the conflict in Ukraine and the ongoing COVID-19 outbreak on the Company’s ability to meet its investment objective. Based on the latest available information, the Company continues to be managed in line with its investment objective, with no disruption to its operations.
In the view of the Board, there have not been any changes to the fundamental nature of the principal risks and uncertainties since the previous report and these are equally applicable to the remaining six months of the financial year as they were to the six months under review.
RELATED PARTY DISCLOSURE AND TRANSACTIONS WITH THE INVESTMENT MANAGER
BlackRock Fund Managers Limited (BFM) was appointed as the Company’s Alternative Investment Fund Manager (AIFM) with effect from 2 July 2014. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services, to BlackRock Investment Management (UK) Limited (BIM (UK)). Both BFM and BIM (UK) are regarded as related parties under the Listing Rules. Details of the fees payable are set out in note 4 and note 11 of the financial statements below.
The related party transactions with the Directors are set out in note 12 of the financial statements below.
GOING CONCERN
The Board remains mindful of the ongoing uncertainty surrounding the potential duration of the COVID-19 pandemic and its longer-term effects on the global economy and the current heightened geo-political risk. Nevertheless, the Directors, having considered the nature and liquidity of the portfolio, the Company’s investment objective and the Company’s projected income and expenditure, are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and is financially sound. The Board is still mindful of the COVID-19 pandemic and its longer-term effects on the global economy and recovery of economies. The Board believes that the Company and its key third-party service providers have in place appropriate business continuity plans and these services have continued to be supplied without interruption throughout the COVID-19 pandemic.
The Company has a portfolio of investments which are predominantly readily realisable and is able to meet all its liabilities from these assets. Accounting revenue and expense forecasts are maintained and reported to the Board regularly and it is expected that the Company will be able to meet all its obligations. Ongoing charges for the year ended 30 November 2021 were 0.57% of net assets and it is expected that this is unlikely to change significantly going forward.
Based on the above, the Board is satisfied that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
The Disclosure Guidance and Transparency Rules (DTR) of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Management Report and Financial Statements.
The Directors confirm to the best of their knowledge that:
- the condensed set of financial statements contained within the Half Yearly Financial Report has been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’; and
- the Interim Management Report, together with the Chairman’s Statement and Investment Manager’s report, include a fair review of the information required by 4.2.7R and 4.2.8R of the FCA’s Disclosure Guidance and Transparency Rules.
The Half Yearly Financial Report has not been audited or reviewed by the Company’s Auditor.
The Half Yearly Financial Report was approved by the Board on 20 July 2022 and the above responsibility statement was signed on its behalf by the Chairman.
Christopher Samuel
For and on behalf of the Board
20 July 2022
STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 MAY 2022
|
Six months ended 31 May 2022 (unaudited) |
Six months ended 31 May 2021 (unaudited) |
Year ended 30 November 2021 (audited) | ||||||||
Notes |
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 | |
| Income from investments held at fair value through profit or loss | 3 | 5,966 | 91 | 6,057 | 5,017 | – | 5,017 | 12,188 | – | 12,188 |
| Net income from derivatives | 3 | 1,119 | – | 1,119 | 644 | – | 644 | 1,272 | – | 1,272 |
| Other income | 3 | 76 | – | 76 | 3 | – | 3 | 7 | – | 7 |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| Total revenue | 7,161 | 91 | 7,252 | 5,664 | – | 5,664 | 13,467 | – | 13,467 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| Net (loss)/profit on investments held at fair value through profit or loss | – | (200,574) | (200,574) | – | 173,076 | 173,076 | – | 192,102 | 192,102 | |
| Net (loss)/profit on foreign exchange | – | (507) | (507) | – | (43) | (43) | – | 141 | 141 | |
| Net (loss)/profit from derivatives | – | (53,754) | (53,754) | – | 18,289 | 18,289 | – | 29,070 | 29,070 | |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| Total | 7,161 | (254,744) | (247,583) | 5,664 | 191,322 | 196,986 | 13,467 | 221,313 | 234,780 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| Expenses | ||||||||||
| Investment management fee and performance fees | 4 | (438) | (1,315) | (1,753) | (399) | (7,115) | (7,514) | (913) | (9,394) | (10,307) |
| Other operating expenses | 5 | (418) | (10) | (428) | (492) | (14) | (506) | (1,078) | (27) | (1,105) |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| Total operating expenses | (856) | (1,325) | (2,181) | (891) | (7,129) | (8,020) | (1,991) | (9,421) | (11,412) | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| Net profit/(loss) on ordinary activities before finance costs and taxation | 6,305 | (256,069) | (249,764) | 4,773 | 184,193 | 188,966 | 11,476 | 211,892 | 223,368 | |
| Finance costs | (2) | (7) | (9) | (1) | (3) | (4) | (1) | (4) | (5) | |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| Net profit/(loss) on ordinary activities before taxation | 6,303 | (256,076) | (249,773) | 4,772 | 184,190 | 188,962 | 11,475 | 211,888 | 223,363 | |
| Taxation | – | – | – | (23) | – | (23) | (29) | – | (29) | |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| Net profit/(loss) on ordinary activities after taxation | 6,303 | (256,076) | (249,773) | 4,749 | 184,190 | 188,939 | 11,446 | 211,888 | 223,334 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| Earnings/(loss) per ordinary share (pence) | 7 | 6.12 | (248.72) | (242.60) | 5.24 | 203.20 | 208.44 | 12.15 | 224.96 | 237.11 |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
The total column of this statement represents the Company’s Statement of Comprehensive Income, prepared in accordance with UK-adopted International Accounting Standards (IASs). The supplementary revenue and capital accounts are both prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. All income is attributable to the equity holders of the Company.
The Company does not have any other comprehensive income/(loss). The net profit/(loss) for the period disclosed above represents the Company’s total comprehensive income/(loss).
STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 MAY 2022
Note |
Called up share capital £’000 |
Share premium account £’000 |
Capital redemption reserve £’000 | Special reserve £’000 | Capital reserves £’000 | Revenue reserve £’000 | Total £’000 | |
| For the six months ended 31 May 2022 (unaudited) | ||||||||
| At 30 November 2021 | 5,072 | 225,660 | 11,905 | 44,582 | 637,028 | 10,901 | 935,148 | |
| Total comprehensive income: | ||||||||
| Net (loss)/profit for the period | – | – | – | – | (256,076) | 6,303 | (249,773) | |
| Transactions with owners, recorded directly to equity: | ||||||||
| Ordinary shares issued | 89 | 16,479 | – | – | – | – | 16,568 | |
| Share issue costs | – | (17) | – | – | – | – | (17) | |
| Ordinary shares bought back into treasury | – | – | – | (3,482) | – | – | (3,482) | |
| Share purchase costs | – | – | – | (16) | – | – | (16) | |
| Dividends paid1 | 6 | – | – | – | – | – | (8,255) | (8,255) |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| At 31 May 2022 | 5,161 | 242,122 | 11,905 | 41,084 | 380,952 | 8,949 | 690,173 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| For the six months ended 31 May 2021 (unaudited) | ||||||||
| At 30 November 2020 | 4,376 | 101,368 | 11,905 | 44,580 | 425,140 | 8,846 | 596,215 | |
| Total comprehensive income: | ||||||||
| Net profit for the period | – | – | – | – | 184,190 | 4,749 | 188,939 | |
| Transactions with owners, recorded directly to equity: | ||||||||
| Ordinary shares issued | 301 | 47,936 | – | – | – | – | 48,237 | |
| Share issue costs | – | (48) | – | – | – | – | (48) | |
| Dividends paid2 | – | – | – | – | – | (6,972) | (6,972) | |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| At 31 May 2021 | 4,677 | 149,256 | 11,905 | 44,580 | 609,330 | 6,623 | 826,371 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ||
| For the year ended 30 November 2021 (audited) | ||||||||
| At 30 November 2020 | 4,376 | 101,368 | 11,905 | 44,580 | 425,140 | 8,846 | 596,215 | |
| Total comprehensive income: | ||||||||
| Net profit for the year | – | – | – | – | 211,888 | 11,446 | 223,334 | |
| Transactions with owners, recorded directly to equity: | ||||||||
| Ordinary shares issued | 696 | 124,418 | – | – | – | – | 125,114 | |
| Share issue costs | – | (126) | – | – | – | – | (126) | |
| Tender costs written back | – | – | – | 2 | – | – | 2 | |
| Dividends paid3 | – | – | – | – | – | (9,391) | (9,391) | |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | ||
| At 30 November 2021 | 5,072 | 225,660 | 11,905 | 44,582 | 637,028 | 10,901 | 935,148 | |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== |
- Final dividend of 8.00p per share for the year ended 30 November 2021, declared on 7 February 2022 and paid on 31 March 2022.
- Final dividend of 7.70p per share for the year ended 30 November 2020, declared on 10 February 2021 and paid on 1 April 2021.
- Final dividend of 7.70p per share for the year ended 30 November 2020, declared on 10 February 2021 and paid on 1 April 2021 and interim dividend of 2.50p per share for the year ended 30 November 2021, declared on 23 July 2021 and paid on 27 August 2021.
For information on the Company’s distributable reserves, please refer to note 9 below.
STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2022
Notes |
31 May 2022 (unaudited) £’000 |
31 May 2021 (unaudited) £’000 |
30 November 2021 (audited) £’000 | |
| Non current assets | ||||
| Investments held at fair value through profit or loss | 10 | 623,283 | 809,636 | 921,204 |
| Current assets | ||||
| Current tax asset | 141 | 16 | 81 | |
| Other receivables | 3,529 | 4,437 | 2,984 | |
| Derivative financial assets held at fair value through profit or loss | 10,056 | 3,632 | – | |
| Cash collateral pledged with brokers | 4,730 | – | 7,380 | |
| Cash and cash equivalents | 67,873 | 26,547 | 25,223 | |
| -------------- | -------------- | -------------- | ||
| Total current assets | 86,329 | 34,632 | 35,668 | |
| ======== | ======== | ======== | ||
| Total assets | 709,612 | 844,268 | 956,872 | |
| ======== | ======== | ======== | ||
| Current liabilities | ||||
| Other payables | (14,904) | (13,714) | (13,008) | |
| Derivative financial liabilities held at fair value through profit or loss | (2,135) | (153) | (8,716) | |
| Liability for cash collateral received | (2,400) | (4,030) | – | |
| -------------- | -------------- | -------------- | ||
| Total current liabilities | (19,439) | (17,897) | (21,724) | |
| ======== | ======== | ======== | ||
| Net assets | 690,173 | 826,371 | 935,148 | |
| ======== | ======== | ======== | ||
| Equity attributable to equity holders | ||||
| Called up share capital | 8 | 5,161 | 4,677 | 5,072 |
| Share premium account | 242,122 | 149,256 | 225,660 | |
| Capital redemption reserve | 11,905 | 11,905 | 11,905 | |
| Special reserve | 41,084 | 44,580 | 44,582 | |
| Capital reserves | 380,952 | 609,330 | 637,028 | |
| Revenue reserve | 8,949 | 6,623 | 10,901 | |
| -------------- | -------------- | -------------- | ||
| Total equity | 7 | 690,173 | 826,371 | 935,148 |
| ======== | ======== | ======== | ||
| Net asset value per ordinary share (pence) | 7 | 672.58 | 883.45 | 921.91 |
| ======== | ======== | ======== |
CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 31 MAY 2022
|
Six months ended 31 May 2022 (unaudited) £’000 |
Six months ended 31 May 2021 (unaudited) £’000 |
Year ended 30 November 2021 (audited) £’000 | |
| Operating activities | |||
| Net (loss)/profit on ordinary activities before taxation | (249,773) | 188,962 | 223,363 |
| Add back finance costs | 9 | 4 | 5 |
| Loss/(profit) on investments and derivatives held at fair value through profit or loss (including transaction costs) | 253,923 | (191,593) | (221,688) |
| Net loss/(profit) on foreign exchange | 507 | 43 | (141) |
| Sales of investments held at fair value through profit or loss | 217,580 | 190,761 | 322,822 |
| Purchases of investments held at fair value through profit or loss | (120,232) | (237,096) | (461,699) |
| Net (payments)/receipts on closure of derivatives | (69,987) | 19,041 | 42,306 |
| Decrease/(increase) in other receivables | 637 | (732) | (64) |
| Increase in other payables | 3,780 | 2,340 | 3,517 |
| (Increase)/decrease in amounts due from brokers | (2,312) | 2,062 | 3,977 |
| Decrease in amounts due to brokers | (2,367) | (2,915) | (4,798) |
| Net cash collateral received/(pledged) | 5,050 | 2,870 | (8,540) |
| -------------- | -------------- | -------------- | |
| Net cash inflow/(outflow) from operating activities before taxation | 36,815 | (26,253) | (100,940) |
| Taxation paid | (60) | (12) | (83) |
| -------------- | -------------- | -------------- | |
| Net cash inflow/(outflow) from operating activities | 36,755 | (26,265) | (101,023) |
| ======== | ======== | ======== | |
| Financing activities | |||
| Interest paid | (9) | (4) | (5) |
| Cash proceeds from ordinary shares issued | 17,681 | 48,189 | 123,859 |
| Cash paid for ordinary shares bought back into treasury | (3,015) | – | – |
| Dividends paid | (8,255) | (6,972) | (9,391) |
| -------------- | -------------- | -------------- | |
| Net cash inflow from financing activities | 6,402 | 41,213 | 114,463 |
| ======== | ======== | ======== | |
| Increase in cash and cash equivalents | 43,157 | 14,948 | 13,440 |
| Effect of foreign exchange rate changes | (507) | (43) | 141 |
| ======== | ======== | ======== | |
| Change in cash and cash equivalents | 42,650 | 14,905 | 13,581 |
| Cash and cash equivalents at start of period | 25,223 | 11,642 | 11,642 |
| -------------- | -------------- | -------------- | |
| Cash and cash equivalents at end of the period | 67,873 | 26,547 | 25,223 |
| ======== | ======== | ======== | |
| Comprised of: | |||
| Cash at bank | 228 | 850 | 143 |
| Cash Fund1 | 67,645 | 25,697 | 25,080 |
| -------------- | -------------- | -------------- | |
| 67,873 | 26,547 | 25,223 | |
| ======== | ======== | ======== |
1 Cash Fund represents funds invested in the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund.
NOTES TO THE FIANCIAL STATEMENTS FOR THE SIX MONTHS ENDED31 MAY 2022
1. PRINCIPAL ACTIVITY
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158 of the Corporation Tax Act 2010.
2. BASIS OF PRESENTATION
The Half Yearly Financial Statements for the six month period ended 31 May 2022 have been prepared in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the Financial Conduct Authority and with the UK-adopted International Accounting Standard 34 (IAS 34), Interim Financial Reporting. The Half Yearly Financial Statements should be read in conjunction with the Company’s Annual Report and Financial Statements for the year ended 30 November 2021, which have been prepared in accordance with International Accounting Standards (IASs) in conformity with the requirements of the Companies Act 2006.
Insofar as the Statement of Recommended Practice (SORP) for investment trust companies and venture capital trusts, issued by the Association of Investment Companies (AIC) in October 2019 and updated in April 2021, is compatible with UK-adopted IASs, the financial statements have been prepared in accordance with guidance set out in the SORP.
Adoption of new and amended standards and interpretations:
Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest rate benchmark reform Phase 2 (effective 1 January 2021). The Phase 2 amendments address issues that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate (replacement issues).
The objectives of the Phase 2 amendments are to assist companies in:
- applying IFRS Standards when changes are made to contractual cash flows or hedging relationships because of the interest rate benchmark reform; and
- providing useful information to users of financial statements.
In Phase 2 of its project, the Board amended requirements in IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases relating to:
- changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease liabilities;
- hedge accounting; and
- disclosures.
The Phase 2 amendments apply only to changes required by the interest rate benchmark reform to financial instruments and hedging relationships.
These amendments have been adopted by the UK. The adoption of these amendments did not have any significant impact on the Company.
International Accounting Standards that have yet to be adopted:
IFRS 17 – Insurance contracts (effective 1 January 2023). This standard replaces IFRS 4, which currently permits a wide range of accounting practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. This standard is unlikely to have any impact on the Company as it has no insurance contracts.
IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction (effective 1 January 2023). The IASB has amended IAS 12 Income Taxes to require companies to recognise deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. According to the amended guidance, a temporary difference that arises on initial recognition of an asset or liability is not subject to the initial recognition exemption if that transaction gave rise to equal amounts of taxable and deductible temporary differences. These amendments might have a significant impact on the preparation of financial statements by companies that have substantial balances of right-of-use assets, lease liabilities, decommissioning, restoration and similar liabilities. The impact for those affected would be the recognition of additional deferred tax assets and liabilities.
The amendment of this standard is unlikely to have any significant impact on the Company.
3. INCOME
|
Six months ended 31 May 2022 (unaudited) £’000 |
Six months ended 31 May 2021 (unaudited) £’000 |
Year ended 30 November 2021 (audited) £’000 | |
| Investment income: | |||
| UK dividends | 4,244 | 3,736 | 8,940 |
| UK special dividends1 | 576 | 251 | 1,320 |
| UK stock dividends | 44 | 21 | 108 |
| UK REIT dividends | 210 | 135 | 464 |
| Overseas dividends | 892 | 704 | 1,186 |
| Overseas special dividends1 | – | 170 | 170 |
| -------------- | -------------- | -------------- | |
| Total investment income | 5,966 | 5,017 | 12,188 |
| ======== | ======== | ======== | |
| Net income from derivatives | 1,119 | 644 | 1,272 |
| Other income: | |||
| Deposit interest | 10 | – | – |
| Interest from Cash Fund | 66 | 3 | 7 |
| -------------- | -------------- | -------------- | |
| 76 | 3 | 7 | |
| ======== | ======== | ======== | |
| Total income | 7,161 | 5,664 | 13,467 |
| ======== | ======== | ======== |
1 UK and overseas special dividends are split out on a country of domicile basis.
Dividends and interest received in cash in the six months ended 31 May 2022 amounted to £6,069,000 and £50,000 (six months ended 31 May 2021: £4,435,000 and £2,000; year ended 30 November 2021: £11,919,000 and £6,000).
Special dividends of £91,000 have been recognised in capital in the six months ended 31 May 2022 (six months ended 31 May 2021: £nil; year ended 30 November 2021: £nil).
4. INVESTMENT MANAGEMENT AND PERFORMANCE FEES
|
Six months ended 31 May 2022 (unaudited) |
Six months ended 31 May 2021 (unaudited) |
Year ended 30 November 2021 (audited) | |||||||
|
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 | |
| Investment management fee | 438 | 1,315 | 1,753 | 399 | 1,198 | 1,597 | 913 | 2,739 | 3,652 |
| Performance fee | – | – | – | – | 5,917 | 5,917 | – | 6,655 | 6,655 |
| -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | -------------- | |
| Total | 438 | 1,315 | 1,753 | 399 | 7,115 | 7,514 | 913 | 9,394 | 10,307 |
| ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | ======== | |
The performance fee is 15% of Net Asset Value total return outperformance of the Benchmark Index measured on a two year rolling basis annualised and is applied on the average Gross Assets over two years. The performance fee is calculated and accrued on a daily basis and payable on 30 November each year in relation to the performance period ending on that date. Gross Assets are defined as the economic exposure to the total long and short positions and all derivative positions less current liabilities. There is a cap on the annual total management and performance fees of 1.25% of average Gross Assets over a two year period which has the effect of capping annual performance fees at circa 0.9%.
On the first day of the financial year, any performance fee for the ongoing performance period not yet recognised is accrued in the daily NAV released to the London Stock Exchange on that day.
Performance fees have been wholly allocated to the capital account of the Statement of Comprehensive Income as the performance has been predominantly generated through capital returns from the investment portfolio. For the six months ended 31 May 2022, a performance fee of £nil has been accrued (six months ended 31 May 2021: £5,917,000; year ended 30 November 2021: £6,655,000).
The investment management fee is calculated at the rate of 0.35% per annum on month end Gross Assets. The management fee is charged 25% to the revenue account and 75% to the capital account of the Statement of Comprehensive Income. There is no additional fee for company secretarial and administration services.
5. OTHER OPERATING EXPENSES
|
Six months ended 31 May 2022 (unaudited) £’000 |
Six months ended 31 May 2021 (unaudited) £’000 |
Year ended 30 November 2021 (audited) £’000 | |
| Allocated to revenue: | |||
| Custody fees | 5 | 8 | 12 |
| Auditor’s remuneration1 | 26 | 26 | 52 |
| Registrar’s fees | 20 | 22 | 47 |
| Directors’ emoluments | 99 | 90 | 184 |
| Broker fees | 17 | 26 | 45 |
| Depositary fees | 48 | 39 | 92 |
| Marketing fees | 66 | 72 | 157 |
| FCA fees | 10 | 8 | 19 |
| Printing and postage fees | 22 | 51 | 76 |
| AIC fees | 11 | 8 | 16 |
| Stock exchange listing fees | 80 | 87 | 268 |
| Other administrative costs | 14 | 55 | 110 |
| -------------- | -------------- | -------------- | |
| 418 | 492 | 1,078 | |
| ======== | ======== | ======== | |
| Allocated to capital: | |||
| Custody transaction charges2 | 10 | 14 | 27 |
| -------------- | -------------- | -------------- | |
| 428 | 506 | 1,105 | |
| ======== | ======== | ======== |
- No non-audit services were provided by the auditors.
- For the six month period ended 31 May 2022, expenses of £10,000 (six months ended 31 May 2021: £14,000; year ended 30 November 2021: £27,000) were charged to the capital account of the Statement of Comprehensive Income. This relates to transaction costs charged by the custodian on sale and purchase trades.
The transaction costs incurred on the acquisition of investments amounted to £378,000 for the six months ended 31 May 2022 (six months ended 31 May 2021: £880,000; year ended 30 November 2021: £1,619,000). Costs relating to the disposal of investments amounted to £147,000 for the six months ended 31 May 2022 (six months ended 31 May 2021: £134,000; year ended 30 November 2021: £224,000). All transaction costs have been included within capital reserves.
6. DIVIDENDS
The Board has declared an interim dividend of 2.60p per share payable on 26 August 2022 to shareholders on the register at 29 July 2022 (six months ended 31 May 2021: interim dividend of 2.50p per share paid on 27 August 2021 to shareholders on the register at 6 August 2021). This dividend has not been accrued in the financial statements for the six months ended 31 May 2022 as, under IAS, interim dividends are not recognised until paid. Dividends are debited directly to reserves.
7. EARNINGS AND NET ASSET VALAUE PER ORDINARY SHARE
Total revenue return, capital return and net asset value per ordinary share are shown below and have been calculated using the following:
|
Six months ended 31 May 2022 (unaudited) |
Six months ended 31 May 2021 (unaudited) |
Year ended 30 November 2021 (audited) | |
| Net revenue profit attributable to ordinary shareholders (£’000) | 6,303 | 4,749 | 11,446 |
| Net capital (loss)/profit attributable to ordinary shareholders (£’000) | (256,076) | 184,190 | 211,888 |
| -------------- | -------------- | -------------- | |
| Total (loss)/profit attributable to ordinary shareholders (£’000) | (249,773) | 188,939 | 223,334 |
| ======== | ======== | ======== | |
| Equity shareholders’ funds (£’000) | 690,173 | 826,371 | 935,148 |
| ======== | ======== | ======== | |
| The weighted average number of ordinary shares in issue during the period on which the earnings per ordinary share was calculated was: | 102,956,409 | 90,644,426 | 94,190,181 |
| The actual number of ordinary shares in issue at the period end on which the net asset value per ordinary share was calculated was: | 102,615,194 | 93,539,037 | 101,435,964 |
| Earnings per ordinary share | |||
| Revenue earnings per share (pence) – basic and diluted | 6.12 | 5.24 | 12.15 |
| Capital (loss)/earnings per share (pence) – basic and diluted | (248.72) | 203.20 | 224.96 |
| -------------- | -------------- | -------------- | |
| Total (loss)/earnings per share (pence) – basic and diluted | (242.60) | 208.44 | 237.11 |
| ======== | ======== | ======== |
There were no dilutive securities at the period end (six months ended 31 May 2021: nil; 30 November 2021: nil).
|
As at 31 May 2022 (unaudited) |
As at 31 May 2021 (unaudited) |
As at 30 November 2021 (audited) | |
| Net asset value per ordinary share (pence) | 672.58 | 883.45 | 921.91 |
| Ordinary share price (pence) | 635.00 | 891.00 | 935.00 |
| ======== | ======== | ======== |
8. CALLED UP SHARE CAPITAL
(unaudited) |
Ordinary shares in issue number | Treasury shares number | Total shares number | Nominal value £’000 |
| Allotted, called up and fully paid share capital comprised: | ||||
| Ordinary shares of 5 pence each: | ||||
| At 30 November 2021 | 101,435,964 | – | 101,435,964 | 5,072 |
| Ordinary shares bought back into treasury | (594,670) | 594,670 | – | – |
| Ordinary shares issued | 1,773,900 | – | 1,773,900 | 89 |
| ----------------- | ----------------- | ----------------- | ----------------- | |
| At 31 May 2022 | 102,615,194 | 594,670 | 103,209,864 | 5,161 |
| ========== | ========== | ========== | ========== |
During the six months ended 31 May 2022, the Company bought back 594,670 ordinary shares into treasury (six months ended 31 May 2021: none; year ended 30 November 2021: none) for a total consideration of £3,498,000 (six months ended 31 May 2021: £nil; year ended 30 November 2021: £nil) including costs.
During the six months ended 31 May 2022, the Company issued 1,773,900 new ordinary shares (six months ended 31 May 2021: 6,020,108; year ended 30 November 2021: 13,917,035) for a total consideration of £16,551,000 (six months ended 31 May 2021: £48,189,000; year ended 30 November 2021: £124,988,000) including costs.
Since 31 May 2022 and up to the latest practicable date of 18 July 2022, a further 537,757 shares have been bought back into treasury for a total consideration of £3,006,000. No further shares have been issued.
The ordinary shares give shareholders voting rights, the entitlement to all of the capital growth in the Company’s assets and to all income from the Company that is resolved to be distributed.
9. RESERVES
The share premium and capital redemption reserve are not distributable profits under the Companies Act 2006. In accordance with ICAEW Technical Release 02/17BL on Guidance on Realised and Distributable Profits under the Companies Act 2006, the special reserve and capital reserve may be used as distributable profits for all purposes and, in particular, the repurchase by the Company of its ordinary shares and for payments as dividends. In accordance with the Company’s Articles of Association, the special reserve, capital reserves and the revenue reserve may be distributed by way of dividend. The capital reserve arising on the revaluation of investments of £47,224,000 (31 May 2021: gain of £269,406,000; year ended 30 November 2021: gain of £238,163,000) is subject to fair value movements and may not be readily realisable at short notice, as such it may not be entirely distributable. The investments are subject to financial risks; as such capital reserves (arising on investments sold) and the revenue reserve may not be entirely distributable if a loss occurred during the realisation of these investments.
10. VALUATION OF FINANCIAL INSTRUMENTS
Market risk arising from price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, climate change or other events could have a significant impact on the Company and its investments.
Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value (investments and derivatives) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals, cash at bank and bank overdrafts). IFRS 13 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note 2(g) as set out on pages 96 and 97 in the Company’s Annual Report and Financial Statements for the year ended 30 November 2021.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.
The fair value hierarchy has the following levels:
Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The Company does not adjust the quoted price for these instruments.
Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less active, or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as options, currency swaps and other over-the-counter derivatives include the use of comparable recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity specific inputs.
As at the period end the long and short derivative positions were valued using the underlying equity bid price (offer price in respect of short positions) and the contract price at the inception of the trade or at the trade reset date. There have been no changes to the valuation technique since the previous year or as at the date of this report.
Contracts for difference have been classified as Level 2 investments as their valuation has been based on market observable inputs represented by the market prices of the underlying quoted securities to which these contracts expose the Company.
Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these inputs could have a significant impact on the instrument’s valuation.
This category also includes instruments that are valued based on quoted prices for similar instruments where significant entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments for which there is no active market. The Investment Manager considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes ‘observable’ inputs requires significant judgement by the Investment Manager.
Fair values of financial assets and financial liabilities
The table below sets out fair value measurements using the IFRS 13 fair value hierarchy.
Financial assets/(liabilities) at fair value through profit or loss at 31 May 2022 (unaudited) |
Level 1 £’000 |
Level 2 £’000 |
Level 3 £’000 |
Total £’000 |
| Assets: | ||||
| Equity investments | 623,283 | – | – | 623,283 |
| Contracts for difference (fair value) | – | 10,056 | – | 10,056 |
| Liabilities: | ||||
| Contracts for difference (fair value) | – | (1,573) | – | (1,573) |
| Futures (fair value) | (562) | – | – | (562) |
| -------------- | -------------- | -------------- | -------------- | |
| 622,721 | 8,483 | – | 631,204 | |
| ======== | ======== | ======== | ======== |
Financial assets/(liabilities) at fair value through profit or loss at 31 May 2021 (unaudited) |
Level 1 £’000 |
Level 2 £’000 |
Level 3 £’000 |
Total £’000 |
| Assets: | ||||
| Equity investments | 809,636 | – | – | 809,636 |
| Contracts for difference (fair value) | – | 3,632 | – | 3,632 |
| Liabilities: | ||||
| Contracts for difference (fair value) | – | (153) | – | (153) |
| -------------- | -------------- | -------------- | -------------- | |
| 809,636 | 3,479 | – | 813,115 | |
| ======== | ======== | ======== | ======== |
Financial assets/(liabilities) at fair value through profit or loss at 30 November 2021 (audited) |
Level 1 £’000 |
Level 2 £’000 |
Level 3 £’000 |
Total £’000 |
| Assets: | ||||
| Equity investments | 921,204 | – | – | 921,204 |
| Contracts for difference (fair value) | – | – | – | – |
| Liabilities: | ||||
| Contracts for difference (fair value) | – | (8,716) | – | (8,716) |
| -------------- | -------------- | -------------- | -------------- | |
| 921,204 | (8,716) | – | 912,488 | |
| ======== | ======== | ======== | ======== |
There were no transfers between levels for financial assets and financial liabilities during the period recorded at fair value as at 31 May 2022 and 31 May 2021 or the year ended 30 November 2021. The Company did not hold any Level 3 securities during the period ended 31 May 2022.
For exchange listed equity investments the quoted price is the bid price. Substantially all investments are valued based on unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not required to be assessed or adjusted for any price related risks, including climate risk, in accordance with the fair value related requirements of the Company’s Financial Reporting Framework.
11. TRANSACTIONS WITH THE INVESTMENT MANAGER AND AIFM
BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under a contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services, to BlackRock Investment Management (UK) Limited (BIM (UK)). Further details of the investment management contract are disclosed on pages 56 and 57 of the Directors’ Report in the Company’s Annual Report and Financial Statements for the year ended 30 November 2021.
The investment management fee due for the six months ended 31 May 2022 amounted to £1,753,000 (six months ended 31 May 2021: £1,597,000; year ended 30 November 2021: £3,652,000). In addition, a performance fee of £nil (six months ended 31 May 2021: £5,917,000; year ended 30 November 2021: £6,655,000) was accrued for the six months ended 31 May 2022.
At the period end, £1,753,000 was outstanding in respect of management fees (31 May 2021: £2,183,000; 30 November 2021: £2,923,000). Any final performance fee for the full year ending 30 November 2022 will not crystallise and fall due until the calculation date of 30 November 2022.
In addition to the above services, BlackRock has provided the Company with marketing services. The total fees paid or payable for these services to 31 May 2022 amounted to £66,000 excluding VAT (six months ended 31 May 2021: £72,000; year ended 30 November 2021: £157,000). Marketing fees of £186,000 excluding VAT (31 May 2021: £203,000; 30 November 2021: £120,000) were outstanding at 31 May 2022.
The Company has an investment in BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund of £67,645,000 as at 31 May 2022 (31 May 2021: £25,697,000; 30 November 2021: £25,080,000).
As at 31 May 2022, an amount of £83,000 (31 May 2021: £155,000; 30 November 2021: £78,000) was payable to the Manager in respect of Directors’ fees.
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in Delaware, USA.
12. RELATED PARTY DISCLOSURE
Directors’ emoluments
The Board consists of six non-executive Directors, all of whom are considered to be independent of the Manager by the Board. None of the Directors has a service contract with the Company. With effect from 1 December 2021, the Chairman receives an annual fee of £44,000, the Chairman of the Audit Committee receives an annual fee of £35,000 and each of the other Directors receives an annual fee of £30,000.
As at 31 May 2022, an amount of £16,500 (31 May 2021: £15,000; 30 November 2021: £15,000) was outstanding in respect of Directors’ fees.
At the period end, members of the Board, including any connected persons, held ordinary shares in the Company as set out below:
|
Ordinary shares 31 May 2022 |
Ordinary shares 30 November 2021 | |
| Christopher Samuel (Chairman) | 64,019 | 63,352 |
| Loudon Greenlees | 15,000 | 15,000 |
| Nigel Burton | 16,167 | 16,000 |
| Angela Lane | 11,602 | 11,496 |
| Louise Nash | 3,900 | 2,100 |
| Merryn Somerset Webb | 3,727 | 3,727 |
13. CONTINGENT LIABILITIES
There were no contingent liabilities as at 31 May 2022 (31 May 2021 and 30 November 2021: nil).
14. PUBLICATION OF NON STATUROTY ACCOUNTS
The financial information contained in this half yearly financial report does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The financial information for the six months ended 31 May 2022 and 31 May 2021 has not been audited.
The information for the year ended 30 November 2021 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the auditor on those financial statements contained no qualification or statement under Sections 498(2) or 498(3) of the Companies Act 2006.
15. ANNUAL RESULTS
The Board expects to announce the annual results for the year ending 30 November 2022 in February 2023. Copies of the results announcement can be obtained from the Secretary on 020 7743 3000 or by email at cosec@blackrock.com. The Annual Report and Financial Statements should be available by the beginning of February 2023, with the Annual General Meeting expected to be held in March 2023.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Melissa Gallagher, Managing Director, Closed End Funds, BlackRock Investment Management (UK) Limited
Tel: 020 7743 3000
Press Enquiries:
Ed Hooper, Lansons Communications – Tel: 0207 294 3620
E-mail: edh@lansons.com; BlackRockInvestmentTrusts@lansons.com
20 July 2022
12 Throgmorton Avenue
London EC2N 2DL
END
The Half Yearly Financial Report will also be available on the BlackRock website at http://www.blackrock.com/uk/thrg. Neither the contents of the Manager’s website nor the contents of any website accessible from hyperlinks on the Manager’s website (or any other website) is incorporated into, or forms part of, this announcement.
Should you wish to receive investment trust related news and insights you can subscribe to BlackRock’s Investment Trust Matters newsletter at: https://go.blackrock.com/LP=2142.
