At the AGM held on 9 September 2020 the Directors were granted the authority to buy back in the market up to 14.99% of the Company's Ordinary shares in circulation at that date for cancellation or placing into Treasury. No shares have been purchased under this authority, which remains in force. Resolution 11 as set out in the Notice of Meeting will renew this authority for up to 14.99% of the current issued Ordinary share capital in circulation, which represents 3,125,415 Ordinary shares at the date of this report. The Directors do not intend to use the authority to purchase the Company's shares unless to do so would result in an increase in the net asset value per share for the remaining shareholders and would generally be in the interests of all shareholders. The authority, if given, will lapse at the AGM to be held in 2022 or 15 months from the passing of this Resolution, whichever is earlier.

Purchases will be made on the open market. The price paid for Ordinary shares will not be less than 25p and not more than the higher of (i) 5% above the average of the middle market quotations (as derived from the Daily Of?cial List of the London Stock Exchange) of the Ordinary shares for the ?ve business days immediately preceding the date on which the Ordinary share is purchased, and (ii) the higher of the price of the last independent trade and the current highest independent bid on the London Stock Exchange. Shares may be cancelled or placed in Treasury.

Pursuant to the loan agreement between the Company and SDVP, the Company will not purchase any of its Ordinary shares out of capital reserves unless the cover for the ?nal redemption value of the Zero Dividend Preference shares is at least 1.9 times after the purchase.

Notice period for general meetings

Resolution 12 is a Special Resolution that will give the Directors the ability to convene general meetings, other than Annual General Meetings, on a minimum of 14 clear days' notice. The minimum notice period for annual general meetings will remain at 21 clear days. The approval will be effective until the Company's Annual General Meeting to be held in 2022, at which it is intended that renewal will be sought. The Company will have to offer facilities for all shareholders to vote by electronic means for any general meeting convened on 14 days' notice. The Directors will only call a general meeting on 14 days' notice where they consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt with expediently.

Recommendation

The Board considers that the Resolutions to be proposed at the AGM are in the best interests of shareholders as a whole and the Company and, accordingly, recommends that shareholders vote in favour of each Resolution, as the Directors intend to do in respect of their own bene?cial shareholdings representing approximately 1.0% of the issued share capital. Company information

The following information is disclosed in accordance with the Companies Act 2006: ? The Group's capital structure and voting rights are summarised on pages 73 and 74. ? Details of the substantial shareholders in the Company are listed on page 22. ? The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of

Association. ? The Articles of Association can be amended by the passing of a Special Resolution of the members in a General

Meeting. ? Amendment of the Articles of Association and the giving of powers to issue or buy back the Company's shares require

the relevant Resolution to be passed by shareholders. The Board's current powers to issue or buy back shares and

proposals for their renewal are detailed on pages 22 and 23. ? There are no restrictions concerning the transfer of securities in the Company; no restrictions on voting rights;

no special rights with regard to control attached to securities; no agreements between holders of securities

regarding their transfer known to the Company; and no agreements which the Company is party to that might affect

its control following a successful takeover bid. ? Consideration of likely future developments is detailed in the Strategic Report on page 16. SDVP Annual General Meeting

SDVP's AGM will be held on Thursday 9 September 2021 following the Company's AGM. The Notice of Meeting is set out in the SDVP Annual Report. This year's arrangements for SDVP's AGM will mirror those for the Company's AGM, in line with the latest legislation and government guidance. The Board reserves the right to change arrangements for the meeting at short notice. Shareholders are strongly encouraged to vote by proxy and to appoint the Chairman of SDVP as their proxy. Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are described in the Chairman's Statement on pages 2 and 3 and in the Investment Manager's Report on pages 4 to 6. The ?nancial position of the Group, its cash ?ows, liquidity position and borrowing facilities are described in the ?nancial statements. In addition, note 22 on pages 65 to 69 to the ?nancial statements sets out the Group's objectives, policies and processes for managing its capital; its ?nancial risk management objectives; details of its ?nancial instruments; and its exposure to credit risk and liquidity risk. The Audit Committee has conducted stress testing of the balance sheet and future dividend streams in different scenarios to support the opinion regarding ?nancial position and outlook. Despite the ongoing challenges arising from the impact of Covid-19 and the economic effects of government restrictions to reduce the spread of the virus, the Investment Manager continues to operate and administer the Company in accordance with relevant accounting standards.

Notwithstanding the Company's improved performance and ?nancial position during the ?nancial year, the Directors have determined that there is continuing uncertainty as to the prospects for and timing of a full recovery from the economic effects of the Covid-19 pandemic. It is likely that different sectors of the domestic economy, and countries globally, will recover at different speeds and trajectories. The Group continues to bene?t from adequate ?nancial resources however and, as a consequence, having assessed the principal risks facing the Company and the other matters set out in the Viability Statement, the Directors believe that the Group is well placed to manage its business risks successfully and it is appropriate to adopt the going concern basis. Climate Disclosures

Statements regarding the Company's climate related activities and Board policies where applicable can be found in the Strategic Report on pages 15 and 16. Auditor

The Auditor, Hazlewoods LLP, has indicated its willingness to continue in of?ce and Resolutions 7 and 8 proposing its re-appointment and authorising the Directors to determine its remuneration for the ensuing year will be submitted for approval at the AGM.

The Directors who were in of?ce on the date of approval of these ?nancial statements have con?rmed, as far as they are each aware, that there is no relevant audit information of which the Auditor is unaware. Each of the Directors has con?rmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the Auditor.

On behalf of the Board Lord Lamont of Lerwick

Chairman

24 June 2021 Statement on Corporate Governance

The Company is committed to maintaining high standards of corporate governance and the Directors are accountable to shareholders for the governance of the Group's affairs.

Statement of compliance with the UK Corporate Governance Code 2018 ('the Governance Code') The Directors have reviewed the detailed principles outlined in the Governance Code and con?rm that, to the extent that they are relevant to the Company's business, they have complied with the provisions of the Governance Code throughout the year ended 30 April 2021 except as explained in this section as being non-compliant and that the Company's current practice is in all material respects consistent with the principles of the Governance Code.

The Board also con?rms that, to the best of its knowledge and understanding, procedures were in place to meet the requirements of the Governance Code relating to internal controls throughout the year under review. This statement describes how the principles of the Governance Code have been applied in the affairs of the Company.

As an investment trust, the Company has also taken into account the Code of Corporate Governance 2019 produced by the Association of Investment Companies ('the AIC Code'), which is intended as a framework of best practice speci?cally for AIC member companies.

The AIC Code addresses all the principles set out in the Governance Code, and there are some areas where the AIC Code is more ?exible than the Governance Code. The Board has taken steps to adhere to its principles for investment companies and follow the recommendations in the AIC Code where it believes they are appropriate.

A copy of the AIC Code and the AIC Guide can be obtained via the AIC website, www.theaic.co.uk, and a copy of the Governance Code can be obtained at www.frc.org.uk.

The Company has complied with the recommendations of the AIC Code and the relevant provisions of the Governance Code except as set out below: ? owing to the size of the Board, it is felt inappropriate to appoint a senior independent non-executive Director as

further detailed on page 27. ? as the Group has no staff, other than Directors, there are no procedures in place in relation to raising concerns

in con?dence and anonymously. The Board has satis?ed itself there are appropriate procedures for the workforce to

raise concerns in place at its service providers. ? the Board has not established a remuneration committee or nomination committee as the functions of these are

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