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RNS

Annual Financial Results

Released 07:05 12-Nov-2018

RNS Number : 9678G
Aberdeen Asian Smaller Co's Inv Tst
12 November 2018
 

ABERDEEN STANDARD ASIA FOCUS PLC

(formerly Aberdeen Asian Smaller Companies Investment Trust PLC)

Legal Entity Identifier (LEI):  5493000FBZP1J92OQY70

 

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JULY 2018

 

STRATEGIC REPORT - COMPANY SUMMARY AND FINANCIAL HIGHLIGHTS

 

Financial Highlights

 

Net asset value total return (diluted) {AB}

MSCI AC Asia Pacific ex Japan Index total return{C}


MSCI AC Asia Pacific ex Japan Small Cap Index total return{C}

+4.6%



+6.1%



+6.6%


2017

+15.4%


2017

+25.7%


2017

+14.3%

Share price total return{A}


Discount to net asset value{AB}


Ordinary dividend per share{D}

+0.4%



14.8%



17.00p


2017

+16.2%


2017

10.9%


2017

16.00p

{A}    Alternative Performance Measure (see published Annual Report).

{B}    2018 presented on an undiluted basis as Convertible Unsecured Loan Stock ("CULS") "out of the money"; 2017 - presented on a diluted basis as CULS "in the money".

{C}    Currency adjusted, capital gains basis.

{D}       Dividends are subject to shareholder approval at the Annual General Meeting.

 

 

STRATEGIC REPORT - CHAIRMAN'S STATEMENT

 

Results

I am pleased to report that, in the year to 31 July 2018,  your Company's net asset value ("NAV") rose by 4.6% in sterling total return terms. The second half of the year proved to be much more robust with the Company outperforming the MSCI Asia Pacific ex Japan Small Cap Index by 6.9%. For the year the index rose by 6.6%, which reflects the quiet start to the year.

 

The Company continues to manage the discount and during the year, the Company purchased 2,137,138 Ordinary shares for treasury. Notwithstanding this, the discount to NAV per share widened from 14.0% to 14.8% as at 31 July 2018. This demonstrates the caution investors have towards emerging markets amid continuing nervousness over the direction of US foreign policy and, in particular, the prospect of a trade war with China.

 

The Future

The case for investing in smaller companies in the Asia Pacific region remains strong. The region accounts for nearly two-thirds of global growth and remains the most dynamic by a wide margin. Asia is also a leader in many aspects of emerging structural technology trends, such as electrification, automation, artificial intelligence and machine learning. These fundamental changes combined with the rise of e-commerce continue to transform the dynamics of many industries, presenting both risks and opportunities for companies.

 

The growing middle class of industrious, well-educated and innovative people has fuelled the creation of new companies across the region. The rise in disposable incomes has led to expanding domestic markets that are much less dependent on exports than was the case 20 years ago.

 

All this leads to larger and more complex markets; it means greater opportunities but the flip side of this is that greater efforts are needed to identify and select the right holdings that can deliver sustained returns.

 

Your Manager's commitment to a long-term, bottom-up strategy is invaluable in this process. While there is a surfeit of choices of companies in which to invest, there is no substitute for in-depth and first-hand research to identify quality companies with exciting business prospects, solid financials, professional management and adherence to good corporate governance. Here, your Manager's substantial on-the-ground presence across the region is a significant advantage, as it facilitates greater access to holdings' management to steer improvements and ensure the interests of shareholders, including your Company, are protected. The deeper local knowledge also assists in uncovering quality companies that are often overlooked, enabling a consistent stream of good investment ideas and prospects.

 

From time to time, it is important for every company to examine the strengths and weaknesses of its strategy, to evaluate if it can be improved so as to meet the key goals of the owners and stakeholders, which, in our case, are the shareholders and holders of convertible loan stock, both institutional and private.

 

In the case of an Investment Trust, the goals on which success can be measured and, on which the support of the shareholders is derived, can, we believe, be distilled into these key areas:

 

-         The investment strategy and its execution;

-         The performance of the fund both absolute and as against an index;

-         The discount;

-         The dividend policy;

-         The cost base; and

-         Corporate Governance.

 

The Board has been conducting such a review along with Hugh Young and his team at Aberdeen Standard in Singapore to see how we can more effectively streamline the investment approach so as to take advantage of the scale of your Manager's resources combined with an entrepreneurial skill to identify those companies that will provide tomorrow's leaders.

 

The Board believes that all of the above goals will be enhanced by the following:

 

-         Hugh Young will become the named fund manager of the Company and will be responsible for the day to day investment decisions.  His formidable knowledge and experience will bring a sharper focus to our investment processes;

-         The Company will shrink the number of investments from circa 80 to 60 with 30 core holdings to provide a sharper concentration;

-         The name of the Company has been changed to Aberdeen Standard Asia Focus PLC to further emphasise the drive to identify and invest in the small cap companies that can become the investment heroes of tomorrow;

-         The dividend policy will remain the same and the Board does not anticipate these changes will impact our long standing policy of paying progressive dividends;

-         The management fee will be reduced to 0.96% from 1% and, from 1 November 2018, will be based on the Ordinary share market capitalisation rather than the NAV thus aligning the interests of the Manager with those of the shareholders which is to reduce or eliminate the discount to NAV. Conversely, they will be rewarded if the Company's shares trade at a premium to the NAV;

-         Continued refreshment of the Board with the appointment of two highly experienced new Directors to bring fresh thinking to our deliberations.

 

Your Board believes that these changes will give the Company the focus it requires to build on the great success we have enjoyed over the past 23 years. Since inception, our net assets have grown by over 1619% in absolute terms which has delivered a 1502% share price return to those who have held shares since 1995. This compares with an increase during the same period of 378% in the MSCI Asia Pacific ex Japan Index.

 

Overview of the Year

Asian equities rose in the year under review, despite divergent forces at play. It was smooth-sailing in 2017, with a liquidity-fuelled rally, supported by low interest rates and a synchronised upturn in economic growth globally. The passage of a sweeping tax reform bill in the US also buoyed sentiment, especially for companies with US dollar-denominated revenues.

But as the year turned, so too did sentiment. Initially, concerns over a faster pace of monetary policy normalisation by the Federal Reserve dampened appetite for riskier assets. This also put the US dollar on the front foot, and compelled several Asian central banks to raise rates to defend their currencies and economies. Subsequently, investors grew fearful that a global trade war would break out, as tensions between America and its trading partners, particularly China, ratcheted higher. The tit-for-tat retaliation spiralled into tariffs on exports worth billions of dollars.

 

Against such a difficult backdrop, your Trust saw a much improved performance over the subsequent six months after a disappointing interim period. In particular, the domestic focus of the holdings within the underlying portfolio gives them a degree of insulation against external shocks.

 

For instance, the portfolio has proven more resilient amid the recent trade disputes, which have taken a toll on larger companies that are more closely wedded to global supply and distribution chains. Most small-cap businesses are also relatively buffered against currency fluctuations, as much of their revenue is still primarily generated at home. Moreover, the holdings generally have robust balance sheets, healthy cash flows and sustainable debt levels, making them less vulnerable to leverage-related risks that could arise from sudden exchange-rate devaluations.

 

The improving performance also reflects your Manager's refinements to the investment process that I have mentioned in my previous update and which Hugh Young covers in his Manager's Report. These enhancements include the adoption of sectoral coverage to provide better insights, and new tools and techniques to aid stock picking and portfolio risk assessment. As such refinements are increasingly bedded down in the investment process  and along with the continued and committed focus on quality and value, your Manager expects to see over the coming years a more focused portfolio of best-in-class smaller companies that are innovative enough to respond to disruptive threats affecting various industries, and extrapolating from there, having a positive impact on performance of the Trust.

 

Along with the changes that I have outlined earlier, all this serves one purpose: to ensure that the Trust continues to deliver on its objective of maximising total return to shareholders over the long term.

 

Dividend

As advised in previous years and subject to market conditions, it is your Company's aim to maintain or increase the Ordinary dividend so that shareholders can rely on a consistent stream of income. Since its launch in 1995, with the exception of the 1997 and 1998 years when the Asian Crisis gripped much of Asia, the Company has maintained or increased the level of final dividend every year.

 

In the current year, we have seen continued strength in both the ordinary income and the income that we receive as special dividends.  In view of this, the Board is recommending a final dividend of 13.0p per share, an increase of 8.3% from 2017 and a maintained special dividend of 4.0p per share (2017 4.0p). The payments will allow for a small surplus to be transferred to the brought forward revenue reserves which can be used in future years in the event of any temporary shortfalls in revenue. If approved by shareholders at the Annual General Meeting of the Company on 16 January 2019, the final dividend will be paid on 22 January 2019 to shareholders on the register on 21 December 2018.

 

Reorganisation of CULS, Gearing and Share Capital Management

On 23 May 2018 Ordinary shareholders and CULS 2019 holders approved a scheme to reorganise the CULS 2019.  CULS 2019 holders were offered a final opportunity to convert into Ordinary shares on the basis of one Ordinary share for every 830 pence of CULS 2019 nominal held. CULS 2019 holders were also offered an alternative option (the Reinvestment Scheme) to have their CULS 2019 purchased from them and reinvested into a new 2025 CULS on the basis of a reinvestment price of 127.7 pence of CULS 2025 for each 100 pence of CULS 2019 held (with the reinvestment price having been based upon the unaudited NAV (fully diluted and including income) per Ordinary share as at the close of business on 18 May 2018 and the average discount at which the Ordinary shares had traded over the preceding ten dealing days).  18,325,551 Units of CULS 2019 elected to convert into 2,207,850 new Ordinary shares which were issued on 29 May 2018.

 

On 29 May 2018 the Company issued £37 million of new CULS 2025.  The interest rate on the CULS is 2.25% per annum, payable semi-annually in arrears on 30 November and 31 May in each year.  CULS holders are entitled to convert their CULS into Ordinary shares every six months from 30 November 2018 until 31 May 2025.  In accordance with the terms of the CULS Issue, the conversion price of the CULS was determined at 1465.0 pence nominal of CULS for one Ordinary share, which represented a 20% premium to the published (unaudited) NAV per Ordinary share (fully diluted and including income) at close of business on 18 May 2018.  CULS holders have the right to receive notice of, but not to attend, Annual General Meetings of the Company.

 

The Company's year-end net gearing was 9.5%. The majority of the gearing is provided by the new CULS 2025 together with bank loans. The Company has a three year multicurrency revolving loan facility and a term loan facility in an aggregate amount of US$25 million with The Royal Bank of Scotland International Limited, London Branch. Under the term loan facility US$12.5 million has been drawn down and fixed for three years to June 2020 at an all-in rate of 2.506%. Under the revolving loan facility a further US$10 million has been drawn down. Up to US$2.5 million remains available for drawing in the future under the revolving loan facility.  At the year end US$22.5 million had been drawn down under the facilities.

 

During the year the Company purchased for treasury 2,137,138 Ordinary shares at a discount to the prevailing NAV (exclusive of income). Subsequent to the period end a further 524,500 Ordinary shares have been purchased into treasury. Share buy backs can reduce the volatility of any discount as well as modestly enhancing the NAV for shareholders.

 

Annual General Meeting

The Annual General Meeting is scheduled to be held on 16 January 2019 at 11.30 a.m. In addition to the usual ordinary business, as special business the Board is seeking to renew the authority to issue new shares and sell treasury shares for cash at a premium without pre-emption rules applying and to renew the authority to buy back shares and either hold them in treasury for future resale (at a premium to the prevailing NAV per share) or cancel them.

 

The Board is happy to take general questions on the Annual Report and financial statements at the meeting but would advise that questions of a technical nature should be addressed in writing to the Company Secretary, in advance.

 

The delay in holding the AGM from November/December is primarily to allow Hugh Young to attend in person.  We look forward to seeing as many shareholders as possible and very much hope that any, who wish, will stay for lunch afterwards.

 

Directorate

As part of the continuing process of succession planning the Board is delighted to announce the appointments of Charlotte Black and Deborah Guthrie as independent non-executive Directors of the Company with effect from the close of business of the Annual General Meeting to be held on 16 January 2019.  Ms Black has experience in various non-executive roles and as a board member within financial services, in both commercial and infrastructure companies and trade associations and is an experienced champion of major changes in the market's infrastructure.  Ms Guthrie is an equity research sales specialist with many years' experience of the Japanese equity market as well as a wider understanding of Asian markets having lived and work in the region.

 

The appointment of two new Directors to the Board will allow us to refresh the Board in line with corporate governance guidelines. Chris Maude will retire from the board on 31 March 2019 and I would like to thank him for his very considerable contribution over the last 11 years.

 

Outlook

Your Board strongly believes that small cap companies operating in Asia represent one of the most attractive opportunities available to investors. The changes that have been outlined above will enable this company to participate in the continuing growth offered by this region. The resources and disciplines of our Manager combined with the investment skills of Hugh Young give your Board great confidence in our future.

 

 

Nigel Cayzer

Chairman

9 November 2018

 

 

STRATEGIC REPORT - OVERVIEW OF STRATEGY

 

Business Model

The business of the Company is that of an investment company which seeks to qualify as an investment trust for UK capital gains tax purposes.

 

Management

The Company's Manager is Aberdeen Fund Managers Limited ("AFML", the "AIFM" or the "Manager") which has delegated the investment management of the Company to Aberdeen Standard Investments (Asia) Limited ("ASI Asia" or the "Investment Manager") (ASI Asia changed its name from Aberdeen Asset Management Asia Limited on 3 September 2018). ASI Asia and AFML are both wholly owned subsidiaries of Standard Life Aberdeen plc, formed by the merger of Aberdeen Asset Management PLC and Standard Life plc on 14 August 2017. Aberdeen Standard Investments is a brand of the investment businesses of the merged entity.

 

Investment Objective

The Company's revised Investment Objective and Investment Policy was approved by shareholders at the General Meeting held on 23 May 2018.

 

The Company aims to maximise total return to shareholders over the long term from a portfolio made up predominantly of smaller quoted companies (with a market capitalisation of up to approximately US$1.5 billion at the time of investment which was raised to this level on 23 May 2018 from the previous ceiling of US$1bn) in the economies of Asia and Australasia, excluding Japan by following the investment policy described below. When it is in shareholders' interests to do so, the Company reserves the right to participate in the rights issue of an investee company notwithstanding that the market capitalisation of that investee may exceed the stated ceiling. The Directors do not envisage any change in this activity in the foreseeable future.

 

Investment Policy

The Company's assets may be invested in a diversified portfolio of securities (including equity shares, preference shares, convertible securities, warrants and other equity-related securities) predominantly in quoted smaller companies spread across a range of industries and economies in the investment region including Australia, Bangladesh, Cambodia, China, Hong Kong, India, Indonesia, Korea, Laos, Malaysia, Myanmar, New Zealand, Pakistan, The Philippines, Singapore, Sri Lanka, Taiwan, Thailand and Vietnam, together with such other countries in Asia as the Directors may from time to time determine, (collectively, the ''Investment Region''). Investments may also be made through collective investment schemes, in unquoted equities (up to 10% of the net assets of the Company, calculated at the time of investment) and in companies traded on stock markets outside the Investment Region provided that over 75% of their consolidated revenue, operating income or pre-tax profit is earned from trading in the Investment Region or they hold more than 75% of their consolidated net assets in the Investment Region. 

 

Risk Diversification

The Company does not invest more than 15% of its gross assets at the time of investment either in other listed investment companies (including listed investment trusts), or in the shares of any one company. The Manager is authorised to invest up to 15% of the Company's gross assets in any single stock.

 

Gearing

The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where and to the extent this is considered appropriate to do so. Gearing is subject to a maximum gearing level of up to 25% of adjusted NAV at the time of draw down.

 

Delivering the Investment Policy

The Directors are responsible for determining the investment policy and the investment objective of the Company. Day to day management of the Company's assets has been delegated, via the AIFM, to the Investment Manager, ASI Asia. ASI Asia invests in a diversified range of companies throughout the Investment Region in accordance with the investment policy. ASI Asia follows a bottom-up investment process based on a disciplined evaluation of companies through direct visits by its fund managers. Stock selection is the major source of added value. No stock is bought without the fund managers having first met management. ASI Asia estimates a company's worth in two stages, quality then price. Quality is defined by reference to management, business focus, the balance sheet and corporate governance. Price is calculated by reference to key financial ratios, the market, the peer group and business prospects. Top-down investment factors are secondary in the ASI Asia's portfolio construction, with diversification rather than formal controls guiding stock and sector weights. Except for the maximum market capitalisation limit, little regard is paid to market capitalisation.

 

A detailed description of the investment process and risk controls employed by ASI Asia is disclosed in the published Annual Report.  A comprehensive analysis of the Company's portfolio is disclosed below including a description of the ten largest investments, the portfolio investments by value, sector/geographical analysis and currency/market performance. At the year end the Company's portfolio consisted of 77 holdings.

 

Comparative Indices

The Company does not have a benchmark. ASI Asia utilises two general regional indices, the MSCI AC Asia Pacific ex Japan Index (currency adjusted) and the MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted), as well as peer group comparisons for Board reporting. It is likely that performance will diverge, possibly quite dramatically in either direction, from these or any other indices. ASI Asia seeks to minimise risk by using in depth research and does not see divergence from an index as risk.

 

Key Performance Indicators (KPIs)

The Board uses a number of financial performance measures to assess the Company's success in achieving its objective and to determine the progress of the Company in pursuing its investment policy.  The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:

 

KPI

Description

NAV Return (per share)

The Board considers the Company's NAV total return figures to be the best indicator of performance over time and is therefore the main indicator of performance used by the Board. The figures for this year and for the past 1, 3, 5,10 years and since inception are set out on page 15 of the published Annual Report.

Performance against comparative indices

The Board also measures performance against a combination of two regional indices - the MSCI AC Asia Pacific ex Japan Index (currency adjusted) and the MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted) together with comparison against its peers. Graphs showing performance are shown on pages 16 and 17 of the published Annual Report.  The Board also monitors share price performance relative to competitor investment trusts over a range of time periods, taking into consideration the differing investment policies and objectives employed by those companies.

Share price (on a total return basis)

The Board also monitors the price at which the Company's shares trade relative to the MSCI Asia Pacific ex Japan Index (sterling adjusted) on a total return basis over time. A graph showing the total NAV return and the share price performance against the comparative index is shown on page 17 of the published Annual Report.

Discount/Premium to NAV

The discount/premium relative to the NAV per share represented by the share price is closely monitored by the Board. The objective is to avoid large fluctuations in the discount relative to similar investment companies investing in the region by the use of share buy backs subject to market conditions.  A graph showing the share price premium/(discount) relative to the NAV is also shown on page 16 of the published Annual Report.

Dividend

The Board's aim is to maintain or increase the Ordinary dividend so that shareholders can rely on a consistent stream of income. Dividends paid over the past 10 years are set out on page 15 of the published Annual Report.

 

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. The Board has carried out a robust assessment of these risks, in the table below together with a description of the mitigating actions taken by the Board.  The principal risks associated with an investment in the Company's shares are published monthly on the Company's factsheet or they can be found in the pre-investment disclosure document published by the Manager, both of which are on the Company's website. The Board reviews the risks and uncertainties faced by the Company in the form of a risk matrix and heat map at its annual Audit Committee and a summary of the principal risks are set out below.

 

Description

Mitigating Action

Investment strategy and objectives - the setting of an unattractive strategic proposition to the market and the failure to adapt to changes in investor demand may lead to the Company becoming unattractive to investors, a decreased demand for shares and a widening discount.

The Board keeps the level of discount at which the Company's shares trade as well as the investment objective and policy under review and in particular holds an annual strategy meeting where the Board reviews updates from the Investment Manager, investor relations reports and the Broker on the market. In particular, the Board is updated at each Board meeting on the make up of and any movements in the shareholder register.

Investment portfolio, investment management:  investing outside of the investment restrictions and guidelines set by the Board could result in poor performance and inability to meet the Company's objectives, as well as a weakening discount.

The Board sets, and monitors, its investment restrictions and guidelines, and receives regular board reports which include performance reporting on the implementation of the investment policy, the investment process and application of the guidelines. The Investment Manager attends all Board meetings. The Board also monitors the Company's share price relative to the NAV.

Financial obligations: the ability of the Company to meet its financial obligations, or increasing the level of gearing, could result in the Company becoming over-geared or unable to take advantage of potential opportunities and result in a loss of value to the Company's shares. It could also result in the Company being unable to meet the interest repayments due on the CULS.

The Board sets a gearing limit and receives regular updates on the actual gearing levels the Company has reached from the Investment Manager together with the assets and liabilities of the Company and reviews these at each Board meeting. In addition, Aberdeen Fund Managers Limited, as alternative investment fund manager, has set an overall leverage limit of 2x on a commitment basis (2.5x on a gross notional basis) and includes updates in its reports to the Board. 

Financial and regulatory: the financial risks associated with the portfolio could result in losses to the Company. In addition, failure to comply with relevant regulation (including the Companies Act, the Financial Services and Markets Act, the Alternative Investment Fund Managers Directive, Accounting Standards and the listing rules, disclosure and prospectus rules) may have an impact on the Company. 

The financial risks associated with the Company include market risk, liquidity risk and credit risk, all of which are mitigated by the Investment Manager. Further details of the steps taken to mitigate the financial risks associated with the portfolio are set out in note 18 to the financial statements. The Board relies upon the Standard Life Aberdeen Group to ensure the Company's compliance with applicable regulations and from time to time employs external advisers to advise on specific concerns.

Operational: the Company is dependent on third parties for the provision of all systems and services (in particular, those of Aberdeen Standard Investments) and any control failures and gaps in these systems and services could result in a loss or damage to the Company.

The Board receives reports from the Manager on internal controls and risk management at each board meeting. It receives assurances from all its significant service providers, as well as back to back assurances where activities are themselves sub-delegated to other third party providers with which the Company has no direct contractual relationship. Further details of the internal controls which are in place are set out in the Directors' Report.

Investing in unlisted securities: the Company has the ability to invest in unlisted securities, although no such investments have been made to date.  Unquoted investments are long-term in nature and they may take a considerable period to be realised. Unquoted investments are less readily realisable than quoted securities. Such investments may therefore carry a higher degree of risk than quoted securities. In valuing investments the Company may rely to a significant extent on the accuracy of financial and other information provided to the Manager.  Furthermore, unquoted valuations are subject to the economic performance of the countries that the companies are based in or trade with, wider global economic trends and the performance of listed peer multiples which may influence valuations significantly.  If public markets decline or economic growth falters then this will impact negatively.

The Board recognises that investing in unlisted securities carries a higher risk/reward profile. Accordingly it seeks to mitigate this risk by limiting investment into such securities to 10% of the Company's net assets (calculated at the time of investment).

 

Promoting the Company

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares.  The Board believes an effective way to achieve this is through subscription to and participation in the promotional programme run by the Manager on behalf of a number of investment trusts under its management. The Company's financial contribution to the programme is matched by the Manager.  The Manager reports quarterly to the Board giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the make up of that register.

 

The purpose of the programme is both to communicate effectively with existing shareholders and to gain new shareholders with the aim of improving liquidity and enhancing the value and rating of the Company's shares. Communicating the long-term attractions of your Company is key and therefore the Company also supports the Manager's investor relations programme which involves regional roadshows, promotional and public relations campaigns. 

 

Board Diversity

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members.  The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors.  However, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment and, therefore, the Company does not consider it appropriate to set diversity targets.  At 31 July 2018, there were five male Directors and one female Director on the Board.

 

Socially Responsible Investment Policy

The Board acknowledges that there are risks associated with investment in companies which fail to conduct business in a socially responsible manner and has noted the Manager's policy on social responsibility. The Investment Manager considers social, environmental and ethical factors which may affect the performance or value of the Company's investments as part of its investment process.  In particular, the Investment Manager encourages companies in which investments are made to adhere to best practice in the area of Corporate Governance. They believe that this can best be achieved by entering into a dialogue with company management to encourage them, where necessary, to improve their policies in this area. The Company's ultimate objective, however, is to deliver superior investment return for its shareholders. Accordingly, whilst the Investment Manager will seek to favour companies which pursue best practice in the above areas, this must not be to the detriment of the return on the investment portfolio.

 

Environmental, Social and Human Rights Issues

The Company has no employees as the Board has delegated day to day management and administrative functions to Aberdeen Fund Managers Limited. There are therefore no disclosures to be made in respect of employees. The Company's socially responsible investment policy is outlined below.

 

Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

 

The Company has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.

 

Viability Statement

The Company does not have a formal fixed period strategic plan but the Board formally considers risks and strategy at least annually. The Board considers the Company, with no fixed life, to be a long term investment vehicle, but for the purposes of this viability statement has decided that a period of three years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than three years.

 

In assessing the viability of the Company over the review period the Directors have conducted a robust review of the principal risks focussing upon the following factors:

 

-      The principal risks detailed in the Strategic Report;

-      The ongoing relevance of the Company's investment objective in the current environment;

-      The demand for the Company's Shares evidenced by the historical level of premium and or discount;

-      The level of income generated by the Company;

-      The level of gearing and requirement to re-finance or repay existing facilities in 2020

-      The liquidity of the Company's portfolio; and,

-      The flexibility of the Company's bank facilities.

 

Accordingly, taking into account the Company's current position, the fact that the Company's investments are mostly liquid and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this Report. In making this assessment, the Board has considered that matters such as significant economic or stock market volatility, a substantial reduction in the liquidity of the portfolio, or changes in investor sentiment could have an impact on its assessment of the Company's prospects and viability in the future.

 

Future

Many of the non-performance related trends likely to affect the Company in the future are common across all closed ended investment companies, such as the attractiveness of investment companies as investment vehicles and the impact of regulatory changes (including MiFID II and Packaged Retail Investment and Insurance Products).  These factors need to be viewed alongside the outlook for the Company, both generally and specifically, in relation to the portfolio. The Board's view on the general outlook for the Company can be found in my Chairman's statement whilst the Investment Manager's views on the outlook for the portfolio are included in the Manager's Report.

 

Nigel Cayzer

Chairman

9 November 2018

 

 

STRATEGIC REPORT - INVESTMENT MANAGER'S REVIEW

 

It's been a challenging year for the world and its stock markets as a whole. Although the portfolio did decently in absolute terms, delivering 4.6% in returns (with dividends reinvested), it underperformed the MSCI AC Asia Pacific ex Japan Small Cap Index which gained 6.6% over the period. While the Trust has stayed well ahead of the comparative indices over longer time horizons, as your Manager, I want to make every effort to ensure that such longer term outperformance is sustainable and that of course means improving and sharpening what we do as an investment team. Remaining static is simply not an option. Being true to our founding premise that returns come from investing carefully in well run smaller growth companies at the best possible price is fundamental. We just need constantly to enhance our practices and analysis in order to achieve that. Over the past year, your Chairman, the Board and I have spent a considerable amount of time reviewing investment style, strategy and process and are convinced that everything we are doing is heading in the right direction.

 

On my end, I want to continue to identify new opportunities and new winners in future, in addition to having every comfort that existing investments still bear out their original investment thesis and have not become stale. For instance, we have been increasingly looking at cross-border (and not just within Asia but globally) sectoral factors, so that we can better understand how emerging structural trends such as cloud computing, Internet of Things and electrification affect industries and, importantly, the underlying holdings of the Trust. We have also been deepening our already extensive level of engagement with investee companies in areas like governance and capital management.

 

In many ways events in the year under review have been overshadowed by events since the year-end. Your Company's financial year was a classic year of two halves - buoyancy in the first, followed by growing concerns in the second which have been exacerbated by escalating US-China tensions, currency swings and a rising oil price.

 

All the underperformance and more occurred in the first half of the year when markets rose. Investors threw caution to the wind, buying up growth and momentum stocks indiscriminately and paying little heed to fundamentals. Consequently, the portfolio performed much better in the second half despite heightened volatility.

 

In a sense, the latter-half performance was gratifying because it bears testament to the investment principles that we hold dear: an uncompromising stance on quality and value, which may see the portfolio lag during momentum-driven run-ups but more than hold its own during turbulent times. Indeed, this has so far been borne out by events subsequently as at the time of writing.

 

We believe that high-quality companies with a sustainable competitive advantage, which have good corporate governance and treat minority shareholders fairly, will be long-term winners. Overly ambitious or heavily indebted companies will come undone at times of stress. In Warren Buffett's words, "only when the tide goes out do you discover who's been swimming naked."

 

Through the years, your Trust has held many "ten-baggers", to quote another legendary investor Peter Lynch. Examples of holdings that we have held for some time which have performed exceptionally well and where we've recycled profits in these times of volatility include Malaysian brewer Heineken, a holding of twelve years' standing, and industrial lubricants maker Castrol India, coincidentally also held for twelve years, both exited since our year end. Similarly we have also sharply scaled back Jollibee, the Philippines' leading fast food restaurant chain, which has also had a very good run.

 

Amid the market volatility, we've also been quicker to call time on some holdings where we see diminished prospects for growth and earnings over the longer term, so as to use the proceeds to invest in more compelling options elsewhere at more attractive levels.

 

The spring cleaning has in fact accelerated, particularly since the financial year end. These exits include Cabcharge, an Australian taxi operator; Hong Leong Finance, one of Singapore's non-bank financials being challenged by its big bank competitors; FJ Benjamin, an ASEAN retailer struggling in a weak operating environment; Chevron Lubricants, which has suffered weak demand, high competition and rising raw materials prices on the back of a worsening Sri Lankan economy; and Hongkong & Shanghai Hotels, as its Peninsula brand faces increasing competition, coupled with a heavy capex burden for projects under development.

 

At the same time, we've capitalised on the sharp pullback in share prices to buy into certain stocks that we've had an eye on for some time but where prohibitive valuations had previously deterred us from initiating positions in. These companies are in interesting niche areas and in some ways, remind me of how some of our long-time and rewarding holdings first started out.

 

Singapore's AEM Holdings, for instance, has a patented universal test-handling technology that is embedded within chipmaker Intel's ecosystem and which is set to benefit from its diversification into other testing capabilities, moving up the value chain into testing equipment.

 

In India, Cyient is a well-run company providing engineering, research and design outsourcing services. Its clients are mostly high-tech and high-value engineering companies in Europe, the US and Australasia. Cyient competes primarily on quality of service and has an impressive track record of maintaining profitability supported by steady cash flow generation. 

 

Elsewhere, Precision Tsugami makes and sells high precision computerised numerical control (CNC) machine tools, such as lathes and turrets, in China and overseas. Majority owned by Tsugami Japan, it is able to sell its CNC products under its parent's brand and receive research and development support from its parent, too. It is well placed in a structurally growing industry, as the mainland manufacturing industry increasingly moves up the value chain.

 

Another interesting company is Taiwanese online retailer Momo, a subsidiary of Taiwan Mobile which is a company we are familiar with. Momo is the biggest business-to-customer player domestically with a 30% market share. It had its beginnings as a TV shopping business and management has done a good job gaining market share on the e-commerce front, diversifying the product mix away from electronics while preserving margins. Momo has also invested astutely in its logistics capabilities, giving it an edge in delivery time and service quality.

 

For me, the key risk is buying a poor company, or overpaying for a good one. With a more concentrated portfolio, I hope to sharpen focus and identify and invest in the small cap companies that can become what your Chairman terms as the "investment heroes of tomorrow", which can grow their earnings and dividends materially higher over many years to come and thus deliver solid long-term returns for the Trust.

 

Finally, what now for Asian stocks? I have to say that I'm more cautious than optimistic over the short term, given the current macro climate. Will share prices go down further from here? Yes. Should I be worried? No, because it's an opportunity for me to buy more. If we do thorough research and keep our heads on straight, our chances of long-term success are good. Looking back at some stage in the future, I suspect we'll see this period as being yet another market pull-back that provided an excellent buying opportunity.

 

I think Asia remains as exciting as it was when I first landed in Singapore in 1992 to set up Aberdeen Standard's local office. The region has so much to offer, so much to change and so much more in terms of growth and prospects for companies and investors. It is still the world's fastest-growing region, and I think it will remain dynamic for many more years to come. I'm still excited at the prospect of uncovering more small-cap gems that have been unnoticed for far too long, and buying them first before anyone else gets a whiff of their potential. I hope to do this for many more years to come, and I think Asia is a fertile hunting ground

 

 

Hugh Young

Aberdeen Standard Investments (Asia) Limited

Investment Manager

9 November 2018

 

 

STRATEGIC REPORT - RESULTS

 

FINANCIAL HIGHLIGHTS

 


31 July 2018

31 July 2017

% change

Total assets

£486,044,000

£472,028,000

+3.0

Total equity shareholders' funds (net assets)

£433,706,000

£430,105,000

+0.8

Net asset value per share (basic)

1,231.83p

1,235.45p

-0.3

Net asset value per share (diluted)

n/a

1,192.49p


Share price (mid market)

1,050.00p

1,062.00p

-1.1

Market capitalisation

£369,687,000

£369,722,000

-0.0

Discount to net asset value (basic){A}

14.8%

14.0%


Discount to net asset value (diluted)

n/a

10.9%


MSCI AC Asia Pacific ex Japan Index (currency adjusted, capital gains basis)

774.03

751.08

+3.1

MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted, capital gains basis)

1,530.15

1,473.25

+3.9

Net gearing{B}

9.5%

8.9%






Dividends and earnings




Total return per share (basic){C}

36.78p

172.29p


Revenue return per share (basic)

19.27p

19.31p

-0.2

Dividends per share{D}

17.00p

16.00p

+6.3

Dividend cover{E}

1.13

1.21

-0.8

Revenue reserves{F}

£13,962,000

£11,426,000

+22.2





Operating costs




Ongoing charges ratio{G}

1.22%

1.16%


{A}        The amount by which the market price per share of an investment trust is lower than the net asset value per share. The discount is normally expressed as a percentage of the NAV per share

{B}        Calculated in accordance with AIC guidance "Gearing Disclosures post RDR" (see method of calculation in note 20).

{C}        Measures the total earnings for the year divided by the weighted average number of Ordinary shares in issue (see note 9).

{D}        The figures for dividends per share reflect the dividends for the year in which they were earned.

{E}        Considered to be an Alternative Performance Measure. Dividend cover is defined as being the revenue return per share divided by dividends per share expressed as a ratio.

{F}         Prior to payment of final and special dividends.

{G}        Considered to be an Alternative Performance Measure. Ongoing charges ratio calculated in accordance with guidance issued by the AIC as the total of the investment management fee and administrative expenses divided by the average cum income net asset value throughout the year. Management fees are charged on the basis of the average net asset value of the Company over a rolling 24 month period.

 

 

PERFORMANCE (TOTAL RETURN)

 


1 year

3 year

5 year

10 year

Since


% return

% return

% return

% return

inception

Share price{A}

+0.4

+39.2

+12.9

+361.7

+1502.3

Net asset value per Ordinary share - diluted{AB}

+4.6

+43.0

+32.6

+351.7

+1619.9

MSCI AC Asia Pacific ex Japan Index (currency adjusted)

+6.1

+56.8

+66.2

+169.0

+377.7

MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted)

+6.6

+45.2

+50.6

+146.4

n/a

{A}   Considered to be an Alternative Performance Measure.

{B}   1 year return calculated on an undiluted basis as CULS "out of the money". All other returns are calculated on a diluted basis.

Source: Standard Life Aberdeen plc, Morningstar, Lipper & MSCI

 

 

DIVIDENDS

 


Rate

xd date

Record date

Payment date

Proposed final 2018

13.00p

20 December 2018

21 December 2018

22 January 2019

Proposed special 2018

4.00p

20 December 2018

21 December 2018

22 January 2019


______





17.00p





______









Final 2017

12.00p

2 November 2017

3 November 2017

7 December 2017

Special 2017

4.00p

2 November 2017

3 November 2017

7 December 2017


______





16.00p





______




 

 

Ten Year Financial Record

 

Year to 31 July

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Total revenue (£'000)

4,954

6,103

8,380

9,168

11,512

11,427

14,746

10,992

13,896

14,673

Per share (p)











Net revenue return

6.75

12.85

15.42

13.18

13.84

11.43

18.21

9.22

19.31

19.27

Total return

48.21

236.82

137.91

68.56

275.43

(31.46)

(50.13)

165.38

172.29

36.78

Net ordinary dividends paid/proposed

5.00

8.20

9.50

9.50

10.00

10.00

10.50

10.50

12.00

13.00

Net special dividends paid/proposed

-

1.90

2.80

3.00

3.00

3.00

4.50

-

4.00

4.00


____

____

____

____

____

____

____

_____

_____

____












Net asset value per share (p)











Basic

390.96

619.37

686.39

746.55

1,013.82

968.89

906.16

1,068.92

1,235.45

1,231.83

Diluted

355.95

562.57

n/a

n/a

992.81

952.52

896.31

1,042.99

1,192.49

n/a


____

____

____

____

____

____

____

_____

_____

____

Shareholders' funds (£'000)

121,963

192,851

239,965

260,994

382,932

369,118

343,967

383,735

430,105

433,706


____

____

____

____

____

____

____

_____

_____

____

 

 

INVESTMENT PORTFOLIO

As at 31 July 2018

 

Investment Portfolio - Ten Largest Investments

 




2018

assets

2017

Company

Industry

Country

£'000

%

£'000

Hana Microelectronics (Foreign)






Thai company with diversified product lines in Semiconductor Integrated Circuit packaging and microelectronics, proven management ability to manage through cycles, debt-free balance sheet and strong cash flow.

Electronic Equipment, Instruments & Components

Thailand

15,616

3.2

13,582

Millennium & Copthorne Hotels New Zealand{A}






Owns and operates a chain of hotels across New Zealand and also active in property development there. It is majority owned by London-listed Millennium & Copthorne Hotels.

Hotels, Restaurants & Leisure

New Zealand

14,860

3.1

13,849

Multi Bintang Indonesia






A well-run Indonesian brewery which has good long-term prospects and steady cash flow.

Beverages

Indonesia

14,170

2.9

12,986

AEON Credit Service (M){B}






A good-quality financial services provider that is seeing steady growth with well-managed asset quality.

Consumer Finance

Malaysia

13,985

2.9

10,088

Bank OCBC NISP






Indonesian subsidiary of Singapore-based OCBC Bank.

Banks

Indonesia

13,335

2.7

15,204

AEON Thana Sinsap Thailand (Foreign)






A consumer financial services provider offering hire purchase and personal loans that continues to maintain good growth momentum.

Consumer Finance

Thailand

13,271

2.7

9,671

M.P. Evans Group






Owns and operates plantations, both directly and through associated undertakings, with plantation interests in Indonesia and Malaysia.

Food Products

United Kingdom

12,742

2.6

12,573

Ramco Cements






A mid-sized cement manufacturer in India with a leading market share in the southern region.

Construction Materials

India

12,564

2.6

12,605

Bukit Sembawang Estates






Singapore-based residential property developer with a large land bank.

Real Estate Management & Development

Singapore

12,209

2.5

14,822

Dah Sing Financial Holdings






A conservative medium-sized Hong Kong based bank with exposure to both Hong Kong and China. The bank offers appealing valuation and strong asset quality.

Banks

Hong Kong

12,003

2.5

13,340




________

____


Top ten investments



134,755

27.7





________

____








{A}        Holding includes investment in both common and preference lines. 

{B}        Holding includes investment in both equity and convertible bond.

 

 



 

Investment Portfolio - Other Investments

 




Valuation

Total

Valuation




2018

assets

2017

Company

Industry

Country

£'000

%

£'000

First Sponsor Group

Real Estate Management & Development

Singapore

11,752

2.4

9,231

Thai Stanley Electric (Foreign)

Auto Components

Thailand

11,250

2.3

8,558

Cebu Holdings

Real Estate Management & Development

Philippines

10,664

2.2

10,175

Shangri-La Hotels Malaysia

Hotels, Restaurants & Leisure

Malaysia

10,481

2.2

8,366

Sanofi India

Pharmaceuticals

India

10,426

2.1

7,989

Kansai Nerolac Paints

Chemicals

India

10,354

2.1

10,566

Tisco Financial Group (Foreign)

Banks

Thailand

10,333

2.1

9,750

Asian Terminals

Transportation Infrastructure

Philippines

9,772

2.0

8,168

City Union Bank

Banks

India

9,730

2.0

9,811

LPI Capital

Insurance

Malaysia

9,165

2.0

11,030

Top twenty investments



238,682

49.1


United International Enterprises

Food Products

Denmark

9,104

1.9

8,327

Pacific Basin Shipping

Marine

Hong Kong

8,685

1.8

7,278

Gujarat Gas

Gas Utilities

India

8,546

1.8

8,758

ARB Corporation

Auto Components

Australia

8,323

1.7

7,811

AEON Co (M)

Multiline Retail

Malaysia

8,142

1.7

10,135

Lemon Tree Hotels

Hotels, Restaurants & Leisure

India

8,077

1.6

-

Yoma Strategic Holdings

Real Estate Management & Development

Singapore

7,851

1.6

11,431

Eastern Water Resources Development and Management (Foreign)

Water Utilities

Thailand

7,514

1.5

8,630

Ultrajaya Milk Industry & Trading

Food Products

Indonesia

7,011

1.4

5,058

United Plantations

Food Products

Malaysia

6,849

1.4

6,614

Top thirty investments



318,784

65.5


Convenience Retail Asia

Food & Staples Retailing

Hong Kong

6,744

1.4

7,498

Kingmaker Footwear Holdings

Textiles, Apparel & Luxury Goods

Hong Kong

6,413

1.3

7,193

Wheelock Properties Singapore

Real Estate Management & Development

Singapore

6,104

1.3

5,198

AEON Credit Service (Asia)

Consumer Finance

Hong Kong

5,991

1.2

5,391

John Keells Holdings

Industrial Conglomerates

Sri Lanka

5,641

1.2

4,244

Public Financial Holdings

Banks

Hong Kong

5,585

1.1

7,888

Interojo

Health Care Equipment & Supplies

South Korea

5,443

1.1

4,295

Aegis Logistics

Oil, Gas & Consumable Fuels

India

5,299

1.1

4,014

Hong Kong Economic Times Holdings

Media

Hong Kong

5,256

1.1

6,210

Giordano International

Specialty Retail

Hong Kong

5,171

1.1

6,923

Top forty investments



376,431

77.4


Straits Trading Company

Metals & Mining

Singapore

5,125

1.1

6,260

Mega Lifesciences (Foreign)

Pharmaceuticals

Thailand

5,113

1.0

2,467

Jollibee Foods Corporation

Hotels, Restaurants & Leisure

Philippines

5,003

1.0

8,635

Commercial Bank of Ceylon

Banks

Sri Lanka

4,676

0.9

5,246

Thaire Life Assurance (Foreign)

Insurance

Thailand

4,333

0.9

4,231

Oriental Holdings

Automobiles

Malaysia

4,265

0.9

1,926

Sunonwealth Electric Machinery Industry

Machinery

Taiwan

4,195

0.9

-

Basso Industry Corporation

Household Durables

Taiwan

4,012

0.8

4,914

The Hong Kong & Shanghai Hotels

Hotels, Restaurants & Leisure

Hong Kong

3,939

0.8

4,904

SBS Transit

Road & Rail

Singapore

3,697

0.8

3,704

Top fifty investments



420,789

86.5


Sporton International

Commercial and Professional Services

Taiwan

3,562

0.8

-

Heineken Malaysia

Beverages

Malaysia

3,521

0.7

7,167

United Malacca

Food Products

Malaysia

3,465

0.7

3,381

Haad Thip (Foreign)

Beverages

Thailand

3,328

0.7

2,956

Concepcion Industrial Corp

Building Products

Philippines

3,205

0.7

3,555

AEON Stores Hong Kong

Multiline Retail

Hong Kong

3,165

0.7

5,683

Riverstone Holdings

Commercial and Professional Services

Singapore

3,110

0.6

3,003

CDL Hospitality Trusts

Equity Real Estate Investment Trusts

Singapore

2,667

0.5

2,629

YHN Property

Real Estate Management & Development

Malaysia

2,618

0.5

4,521

NZX

Capital Markets

New Zealand

2,405

0.5

-

Top sixty investments



451,835

92.9


Tasek Corporation

Construction Materials

Malaysia

2,289

0.5

4,123

AEM Holdings

Diversified Telecommunication Services

Singapore

2,282

0.5

-

Manulife Holdings

Insurance

Malaysia

2,205

0.5

1,154

Castrol India

Chemicals

India

2,177

0.4

5,732

Holcim Indonesia

Construction Materials

Indonesia

2,125

0.4

2,371

Maple Leaf Cement

Construction Materials

Pakistan

2,069

0.4

2,197

Goodyear Thailand (Foreign)

Auto Components

Thailand

1,954

0.4

2,188

DFCC Bank

Banks

Sri Lanka

1,883

0.4

2,394

ORIX Leasing Pakistan

Consumer Finance

Pakistan

1,871

0.4

2,072

Asia Satellite Telecommunications Holdings

Diversified Telecommunication Services

Hong Kong

1,138

0.2

1,848

Top seventy investments



471,828

97.0


National Development Bank

Banks

Sri Lanka

993

0.2

1,210

Aitken Spence & Co

Industrial Conglomerates

Sri Lanka

794

0.2

1,095

CDL Investments New Zealand

Real Estate Management & Development

New Zealand

745

0.1

708

Wintermar Offshore Marine

Energy Equipment & Services

Indonesia

674

0.1

715

G3 Exploration

Chemicals

Hong Kong

493

0.1

-

Chevron Lubricants Lanka

Chemicals

Sri Lanka

389

0.1

835

Mustika Ratu

Personal Products

Indonesia

181

0.1

222

Total investments



476,097

97.9


Net current assets (before deducting prior charges)



9,947

2.1


Total assets



486,044

100.0



All investments are in equities unless otherwise stated.

 

 

DIRECTORS' REPORT EXTRACTS

The Directors present their Report and the audited financial statements for the year ended 31 July 2018.

 

On 9 November 2018 Aberdeen Asian Smaller Companies Investment Trust PLC changed its name to Aberdeen Standard Asia Focus PLC by way of a Directors' resolution passed in accordance with the Articles of Association of the Company.

 

Results and Dividends

Details of the Company's results and proposed dividends are shown in the Strategic Report .

 

Investment Trust Status

The Company (registered in England & Wales No. 03106339) has been accepted by HM Revenue & Customs as an investment trust subject to the Company continuing to meet the relevant eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for all financial years commencing on or after 1 August 2012.  The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 July 2018 so as to enable it to comply with the ongoing requirements for investment trust status.

 

Individual Savings Accounts

The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.

 

Capital Structure, Buybacks and Issuance

The Company's capital structure is summarised in note 14 to the financial statements.  At 31 July 2018, there were 35,208,272 fully paid Ordinary shares of 25p each (2017 - 34,813,725 Ordinary shares) in issue with a further 6,507,012 Ordinary shares of 25p held in treasury (2017 - 4,369,874 treasury shares). During the year 2,137,138 Ordinary shares were purchased in the market for treasury (2017 - 1,091,750).  Subsequent to the period a further 524,500 Ordinary shares have been purchased in the market for treasury.  During the period and up to the date of this report no new Ordinary shares were issued for cash at a premium to the prevailing NAV per share and no shares were sold from treasury.

 

On 13 December 2017, 2,687,937 units of Convertible Unsecured Loan Stock 2019 were converted into 323,835 new Ordinary shares.  In accordance with the terms of the CULS Issue, the conversion price of the CULS was determined at 830.0 pence nominal of CULS for one Ordinary share. 

 

Reorganisation of CULS 2019

On 23 May 2018 Ordinary shareholders and CULS 2019 holders approved a scheme to reorganize the CULS 2019.  CULS 2019 holders were offered a final opportunity to convert into Ordinary shares on the basis of one Ordinary share for every 830 pence of CULS 2019 nominal held. CULS 2019 holders were also offered an alternative option (the Reinvestment Scheme) to have their CULS 2019 purchased from them and reinvested into a new 2025 CULS on the basis of a reinvestment price of 127.7 pence of CULS 2025 for each 100 pence of CULS 2019 held (with the reinvestment price having been based upon the unaudited NAV (fully diluted and including income) per Ordinary share as at the close of business on 18 May 2018 and the average discount at which the Ordinary shares had traded over the preceding ten dealing days).  18,325,551 Units of CULS 2019 elected to convert into 2,207,850 new Ordinary shares which were issued on 29 May 2018.

 

On 29 May 2018 the Company issued £37 million of new CULS 2025.  The interest rate on the CULS is 2.25% per annum, payable semi-annually in arrears on 30 November and 31 May in each year.  CULS holders are entitled to convert their CULS into Ordinary shares every six months from 30 November 2018 until 31 May 2025.  In accordance with the terms of the CULS Issue, the conversion price of the CULS was determined at 1465.0 pence nominal of CULS for one Ordinary share, which represented a 20% premium to the published (unaudited) NAV per Ordinary share (fully diluted and including income) at close of business on 18 May 2018.  CULS holders have the right to receive notice of, but not to attend, Annual General Meetings of the Company.

 

Voting Rights

Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings.

 

CULS holders have the right to attend but not vote at general meetings of the Company. A separate resolution of CULS holders would be required to be passed before any modification or compromise of the rights attaching to the CULS can be made.

 

Borrowings

The Company has a three year multicurrency revolving loan facility and a term loan facility in an aggregate amount of US$25 million with The Royal Bank of Scotland International Limited, London Branch. Under the term loan facility US$12.5 million has been drawn down and fixed for three years to June 2020 at an all-in rate of 2.506%. Under the revolving loan facility a further $10 million has been drawn down. Up to US$2.5 million remains available for drawing in the future under the revolving loan facility.  At the year end US$22.5 million had been drawn down under the facilities.

 

Management Agreement

The Company has appointed Aberdeen Fund Managers Limited ("AFML"), a wholly owned subsidiary of Standard Life Aberdeen plc, as its alternative investment fund manager. AFML has been appointed to provide investment management, risk management, administration and company secretarial services and promotional activities to the Company. The Company's portfolio is managed by Aberdeen Standard Investments (Asia) Limited ("ASI Asia") which changed its name from Aberdeen Asset Management Asia Limited on 3 September 2018, by way of a group delegation agreement in place between AFML and ASI Asia. In addition, AFML has sub-delegated administrative and secretarial services to Aberdeen Asset Management PLC and promotional activities to Aberdeen Asset Managers Limited ("AAML"). 

 

Old Management Fee to 31 October 2018

During the year and up to 31 October 2018 an investment management fee was payable monthly in arrears based on an annual amount of 1.0% calculated on the average net asset value of the Company over a 24 month period, valued monthly. The fee was calculated by reference to the value of the Company's net assets (gross assets less liabilities excluding the amount of any loan facilities or overdraft facilities drawn down). Details of the management fees and fees payable for promotional activities are shown in notes 4 and 5 to the financial statements.

 

New Management Fee from 1 November 2018

With effect from 1 November 2018, a new fee arrangement has been agreed with the Manager. The new fee will continue to be payable monthly in arrears but at the rate of 0.08% of the Market Cap (as defined below) per calendar month, exclusive of Value Added Tax where applicable. "Market Cap" for the above is defined as the market capitalisation of the Company, based on the closing Ordinary share price quoted on the London Stock Exchange multiplied by the Ordinary shares in issue (less the number of any Ordinary shares held in Treasury), as determined on the last Business Day of the applicable calendar month to which the remuneration relates.

 

The management agreement may be terminated by either the Company or the Manager on the expiry of twelve months' written notice. On termination, the Manager would be entitled to receive fees which would otherwise have been due to that date. 

 

The introduction of the new management fee constitutes a smaller related party transaction for the purpose of LR 11.1.10 R of the Financial Conduct Authority's Listing Rules.

 

The Management Engagement Committee reviews the terms of the management agreement on a regular basis and have confirmed that, due to the long-term relative performance, investment skills, experience and commitment of the investment management team, in their opinion the continuing appointment of AFML and ASI Asia is in the interests of shareholders as a whole.

 

Political and Charitable Donations

The Company does not make political donations (2017 - nil) and has not made any charitable donations during the year (2017 - nil).

 

Risk Management

Details of the financial risk management policies and objectives relative to the use of financial instruments by the Company are set out in note 18 to the financial statements.

 

The Board

The current Directors, Messrs N K Cayzer, Randal McDonnell (Viscount Dunluce), M J Gilbert (alternate H Young), C S Maude, P Yea and Ms H Fukuda were the only Directors who served during the year. Messrs Cayzer, Maude and Ms Fukuda have each served on the Board for more than nine years and, in accordance with corporate governance best practice, will retire at the Annual General Meeting ("AGM") on 16 January 2019 and, being eligible, offer themselves for re-election.  Mr Gilbert has served on the Board for more than nine years and is also deemed not to be independent as he is a representative of the Manager, and therefore, in accordance with corporate governance best practice, Mr Gilbert will also retire at the AGM on 16 January 2019 and, being eligible, offers himself for re-election. Mr Maude has indicated that he intends to retire from the Board with effect from 31 March 2019.

 

The Board considers that there is a balance of skills and experience within the Board relevant to the leadership and direction of the Company and that all the Directors contribute effectively

 

In common with most investment trusts, the Company has no employees. Directors' & Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.

 

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and, as required by the Listing Rules of the UK Listing Authority, has applied the principles identified in the UK Corporate Governance Code (published in April 2016). The UK Corporate Governance Code is available on the Financial Reporting Council's website: frc.org.uk.

 

The Board has considered the principles and recommendations of the AIC Code of Corporate Governance (AIC Code) by reference to the AIC Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues which are of specific relevance to the Company. Both the AIC Code and the AIC Guide are available on the AIC's website: theaic.co.uk.

 

The Company has complied throughout the accounting period with the relevant provisions contained within the AIC Code and the relevant provisions of the UK Corporate Governance Code except as set out below.

 

The UK Corporate Governance Code includes provisions relating to:

 

-     the role of the chief executive (A.1.2);

-     executive directors' remuneration (D.2.1 and D.2.2);

-     and the need for an internal audit function (C.3.6).

 

For the reasons set out in the AIC Code, and as explained in the UK Corporate Governance Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally-managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. The full text of the Company's Corporate Governance Statement can be found on the Company's website: asia-focus.co.uk.

 

During the year ended 31 July 2018, the Board had six scheduled meetings and a further three Board meetings to consider and approve the proposals for reorganisation of the CULS 2019. In addition, the Audit Committee met twice and the Management Engagement Committee met once. Between meetings the Board maintains regular contact with the Manager. Directors have attended the following scheduled Board meetings and Committee meetings during the year ended 31 July 2018 (with their eligibility to attend the relevant meeting in brackets):

 

Director

Board

Audit
Committee

Nomination
Committee

Management Engagement Committee

N CayzerA

6 (6)

n/a

1 (1)

1 (1)

Viscount Dunluce

6 (6)

2 (2)

1 (1)

1 (1)

H FukudaA

6 (6)

n/a

1 (1)

1 (1)

M GilbertABC

5 (6)

n/a

0 (1)

0 (1)

P Yea

6 (6)

2 (2)

1 (1)

1 (1)

C Maude

5 (6)

2 (2)

1 (1)

1 (1)

A Mr Cayzer, Mr Gilbert and Ms Fukuda are not members of the Audit Committee.

B Including attendance by Mr Young as Alternate Director to Mr Gilbert.

C Mr Gilbert resigned from the Nomination Committee from 1 August 2018

 

Policy on Tenure

The Board's policy on tenure is that Directors need not serve on the Board for a limited period of time only. The Board does not consider that the length of service of a Director is as important as the contribution he or she has to make, and therefore the length of service will be determined on a case-by-case basis. In accordance with corporate governance best practice, Directors who have served for more than nine years or who are non-independent voluntarily offer themselves for re-election on an annual basis. 

 

The Board has noted that shareholder proxies representing 20.8% of the issued capital voted against the annual re-election of Mr Gilbert at the AGM held on 1 December 2017. The Board supports the democratic process which saw substantial support from the shareholders with proxies representing 79.2% having voted in favour of Mr Gilbert's reappointment to the Board.  Furthermore, on the day of the meeting the 50 or so shareholders in attendance at the AGM voted unanimously in favour of Martin's reappointment, on a show of hands.  The Board notes that management representation on Boards is seen by some shareholders as a negative due to concerns over conflicts of interest.  However, the Board has confirmed that it has a rigorous procedure in place to ensure that only independent Directors are permitted to be present when any matters relating to the Manager are discussed and this process is enforced strictly. The Board notes that some shareholders may perceive that Martin, as co Chief Executive of the Manager, does not have time to dedicate to the Company.  The attendance table contained within the Annual Report shows that this is not the case with Martin, or his alternate, having attended five out of the six scheduled Board meetings in the year to 31 July 2018.  The Board notes that some shareholders may see longevity on the Board as a negative. The Board is compliant with the terms of the Association of Investment Companies' (AIC) rules relating to Corporate Governance and time served on boards and will continue to ensure that it meets these rules in the future.  The Board has a mix of longer serving and more recently appointed Directors and the experience  of the longer serving Directors has served the Company very well through the investment cycles of the last 20+ years and is valued by the Board as a whole. The Board takes comfort from the fact that it is able to command the support of Martin and his continuing desire to remain on this Board which is a very real benefit to the Company in terms of maintaining the Company's visibility within the enlarged Standard Life Aberdeen Group.

 

Board Committees

Audit Committee

The Audit Committee Report is on pages 44 to 46 of the published Annual Report.

 

Nomination Committee

All appointments to the Board of Directors are considered by the Nomination Committee which comprises all of the Directors except Mr Gilbert and his Alternate Mr Young and is chaired by Mr Cayzer. The Board's overriding priority in appointing new Directors to the Board is to identify the candidate with the best range of skills and experience to complement existing Directors. The Board also recognises the benefits of diversity and its policy on diversity is referred to in the Strategic Report on page 12.

 

During the year the Nomination Committee initiated a search to find a new independent non executive Director, using the services of Fletcher Jones, an independent search consultant which has, from time to time, supplied recruitment services to the Company with the last engagement having been concluded in 2013.  The Directors drew up a specification for the appointment and interviewed a shortlist of suitable candidates.  Following review the Board has chosen to appoint Ms Deborah Guthrie and Ms Charlotte Black as independent non executive Directors of the Company both with effect from the conclusion of the Annual General Meeting on 16 January 2019.  Further details on the new appointees are provided in the Chairman's Statement.

 

Management Engagement Committee

The Management Engagement Committee comprises all of the Directors except Mr Gilbert and his Alternate Mr Young and is chaired by Mr Maude. The Committee reviews the performance of the Investment Manager and its compliance with the terms of the management and secretarial agreement. The terms and conditions of the Investment Manager's appointment, including an evaluation of fees, are reviewed by the Committee on an annual basis. The Committee believes that the continuing appointment of the Manager on the terms agreed is in the interests of shareholders as a whole.

 

Remuneration Committee

Under the UK Listing Authority rules, where an investment trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. Accordingly, matters relating to remuneration are dealt with by the full Board, which acts as the Remuneration Committee, and is chaired by Mr Cayzer.

 

The Company's remuneration policy is to set remuneration at a level to attract individuals of a calibre appropriate to the Company's future development. Further information on remuneration is disclosed in the Directors' Remuneration Report on pages 40 to 42 of the published Annual Report.

 

Terms of Reference

The terms of reference of all the Board Committees may be found on the Company's website asia-focus.co.uk and copies are available from the Company Secretary upon request. The terms of reference are reviewed and re-assessed by the Board for their adequacy on an annual basis.

 

Going Concern

In accordance with the Financial Reporting Council's guidance the Directors have undertaken a rigorous review of the Company's ability to continue as a going concern. The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking covenants.

 

The Directors are mindful of the principal risks and uncertainties and the Viability Statement contained in the Strategic Report and have reviewed forecasts detailing revenue and liabilities and they believe that the Company has adequate financial resources to continue its operational existence for the foreseeable future and at least 12 months from the date of this Annual Report. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Financial Statements.

 

Management of Conflicts of Interest

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

 

No Director has a service contract with the Company although Directors are issued with letters of appointment upon appointment. The Directors' interests in contractual arrangements with the Company are as shown in note 17 to the financial statements. No other Directors had any interest in contracts with the Company during the period or subsequently.

 

The Board has adopted appropriate procedures designed to prevent bribery.  The Company receives periodic reports from its service providers on the anti-bribery policies of these third parties. It also receives regular compliance reports from the Manager.

 

The Criminal Finances Act 2017 has introduced a new corporate criminal offence of "failing to take reasonable steps to prevent the facilitation of tax evasion".  The Board has confirmed that it is the Company's policy to conduct all of its business in an honest and ethical manner.  The Board takes a zero-tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country.

 

Accountability and Audit

The respective responsibilities of the Directors and the auditor in connection with the financial statements are set out on pages 43 and 52 respectively of the published Annual Report.

 

Each Director confirms that:

 

-      so far as he or she is aware, there is no relevant audit information of which the Company's auditor is unaware; and,

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

 

Additionally there have been no important events since the year end that impact this Annual Report.

 

The Directors have reviewed the level of non-audit services provided by the independent auditor during the year, together with the independent auditor's procedures in connection with the provision of such services, and remain satisfied that the auditor's objectivity and independence is being safeguarded.

 

Independent Auditor

The auditor, Ernst & Young LLP, has indicated its willingness to remain in office. The Directors will place a resolution before the Annual General Meeting to re-appoint Ernst & Young LLP as auditor for the ensuing year, and to authorise the Directors to determine its remuneration.

 

Internal Control

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness and confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this Annual Report and Accounts. It is regularly reviewed by the Board and accords with the FRC Guidance.

 

The Board has reviewed the effectiveness of the system of internal control. In particular, it has reviewed and updated the process for identifying and evaluating the significant risks affecting the Company and policies by which these risks are managed.

 

The Directors have delegated the investment management of the Company's assets to the Standard Life Aberdeen Group within overall guidelines, and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the Standard Life Aberdeen Group's internal audit function which undertakes periodic examination of business processes, including compliance with the terms of the management agreement, and ensures that recommendations to improve controls are implemented.

 

Risks are identified and documented through a risk management framework by each function within the Standard Life Aberdeen Group's activities. Risk includes financial, regulatory, market, operational and reputational risk. This helps the internal audit risk assessment model identify those functions for review. Any weaknesses identified are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board.

 

The significant risks faced by the Company have been identified as being financial; operational; and compliance-related.

 

The key components of the process designed by the Directors to provide effective internal control are outlined below:

 

-      the Manager prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance;

-      the Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board and there are meetings with the Manager and Investment Manager as appropriate;

-      as a matter of course the Manager's compliance department continually reviews Aberdeen Standard Investments' operations and reports to the Board on a six monthly basis;

-      written agreements are in place which specifically define the roles and responsibilities of the Manager and other third party service providers and, where relevant, ISAE3402 Reports, a global assurance standard for reporting on internal controls for service organisations, or their equivalents are reviewed;

-      the Board has considered the need for an internal audit function but, because of the compliance and internal control systems in place within Aberdeen Standard Investments, has decided to place reliance on the Manager's systems and internal audit procedures; and

-      at its September 2018 meeting, the Audit Committee carried out an annual assessment of internal controls for the year ended 31 July 2018 by considering documentation from the Manager, Investment Manager and the Depositary, including the internal audit and compliance functions and taking account of events since 31 July 2018. The results of the assessment, that internal controls are satisfactory, were then reported to the Board at the next Board meeting.

 

Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against mis-statement and loss.

 

Substantial Interests

The Board has been advised that the following shareholders owned 3% or more of the issued Ordinary share capital of the Company at 31 July 2018:

 

Shareholder

No. of Ordinary shares held

% held

City of London Investment Management

3,698,602

10.5

Aberdeen Asset Managers Savings Scheme (non-beneficial)

3,106,529

8.8

Funds managed by Aberdeen Standard Investments

2,255,961

6.4

Hargreaves Lansdown

2,096,058

5.9

Wells Capital Management

2,066,095

5.9

Alliance Trust Savings

1,717,021

4.9

Investec Wealth & Management

1,621,829

4.6

Charles Stanley

1,540,645

4.4

 

On 30 October 2018 City of London Investment Management notified the Company that it had increased its interest in the Company to 3,822,245 Ordinary shares representing 11.0% of the issued capital.  There have been no other significant changes notified in respect of the above holdings between 31 July 2018 and 9 November 2018.

 

The UK Stewardship Code and Proxy Voting

Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the AIFM which has sub-delegated that authority to the Investment Manager.

 

The full text of the Company's response to the Stewardship Code may be found on the Company's website.

 

Relations with Shareholders

The Directors place a great deal of importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up to date information on the Company through the Manager's freephone information service and the Company's website asia-focus.co.uk.  The Company responds to letters from shareholders on a wide range of issues.

 

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the Standard Life Aberdeen Group (either the Company Secretary or the Manager) in situations where direct communication is required and usually a representative from the Board meets with major shareholders on an annual basis in order to gauge their views.

 

The Notice of the Annual General Meeting, included within the Annual Report and Accounts, is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board or the Manager, either formally at the Company's Annual General Meeting or at the subsequent buffet luncheon for shareholders. The Company Secretary is available to answer general shareholder queries at any time throughout the year.

 

Special Business at the Annual General Meeting

Directors' Authority to Allot Relevant Securities

Approval is sought in Resolution 10, an ordinary resolution, to renew the Directors' existing general power to allot securities but will also, provide a further authority (subject to certain limits), to allot shares under a fully pre-emptive rights issue. The effect of Resolution 10 is to authorise the Directors to allot up to a maximum of 23,122,514 shares in total (representing approximately 2/3 of the existing issued capital of the Company, of which a maximum of 11,561,257 shares (approximately 1/3 of the existing issued share capital) may only be applied to fully pre-emptive rights issues. This authority is renewable annually and will expire at the conclusion of the next Annual General Meeting in 2020. The Board has no present intention to utilise this authority.

 

Disapplication of Pre-emption Rights

Resolution 11 is a special resolution that seeks to renew the Directors' existing authority until the conclusion of the next Annual General Meeting to make limited allotments of shares for cash of up to 10% of the issued share capital other than according to the statutory pre-emption rights which require all shares issued for cash to be offered first to all existing shareholders.

 

This authority includes the ability to sell shares that have been held in treasury (if any), having previously been bought back by the Company. The Board has established guidelines for treasury shares and will only consider buying in shares for treasury at a discount to their prevailing NAV and selling them from treasury at or above the then prevailing NAV.

 

New shares issued in accordance with the authority sought in Resolution 10 will always be issued at a premium to the NAV per Ordinary share at the time of issue. The Board will issue new Ordinary shares or sell Ordinary shares from treasury for cash when it is appropriate to do so, in accordance with its current policy. It is therefore possible that the issued share capital of the Company may change between the date of this document and the Annual General Meeting and therefore the authority sought will be in respect of 10% of the issued share capital as at the date of the Annual General Meeting rather than the date of this document.

 

Purchase of the Company's Shares

Resolution 12 is a special resolution proposing to renew the Directors' authority to make market purchases of the Company's shares in accordance with the provisions contained in the Companies Act 2006 and the Listing Rules of the Financial Conduct Authority. The minimum price to be paid per Ordinary share by the Company will not be less than 25p per share (being the nominal value) and the maximum price should not be more than the higher of (i) 5% above the average of the middle market quotations for the shares for the preceding five business days; and (ii) the higher of the last independent trade and the current highest independent bid on the trading venue where the purchase is carried out.

 

The Directors do not intend to use this authority to purchase the Company's Ordinary shares unless to do so would result in an increase in NAV per share and would be in the interests of shareholders generally. The authority sought will be in respect of 14.99% of the issued share capital as at the date of the Annual General Meeting rather than the date of this document. 

 

The authority being sought in Resolution 12 will expire at the conclusion of the Annual General Meeting in 2020 unless it is renewed before that date. Any Ordinary shares purchased in this way will either be cancelled and the number of Ordinary shares will be reduced accordingly or under the authority granted in Resolution 10 above, may be held in treasury.

 

If Resolutions 10 to 12 are passed then an announcement will be made on the date of the Annual General Meeting which will detail the exact number of Ordinary shares to which each of these authorities relate.

 

These powers will give the Directors additional flexibility going forward and the Board considers that it will be in the interests of the Company that such powers be available. Such powers will only be implemented when, in the view of the Directors, to do so will be to the benefit of shareholders as a whole.

 

Notice of Meetings

Resolution 13 is a special resolution seeking to authorise the Directors to call general meetings of the Company (other than Annual General Meetings) on 14 days' notice. This approval will be effective until the Company's next Annual General Meeting in 2020.  In order to utilise this shorter notice period, the Company is required to ensure that shareholders are able to vote electronically at the general meeting called on such short notice. The Directors confirm that, in the event that a general meeting is called, they will give as much notice as practicable and will only utilise the authority granted by Resolution 13 in limited and time sensitive circumstances.

 

Recommendation

Your Board considers Resolutions 10 to 13 to be in the best interests of the Company and its members as a whole and most likely to promote the success of the Company for the benefit of its members as a whole.  Accordingly, your Board unanimously recommends that shareholders should vote in favour of Resolutions 10 to 13 to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings amounting to 299,562 Ordinary shares. 

 

By order of the Board

 

Aberdeen Asset Management PLC - Secretaries

Bow Bells House

1 Bread Street

London EC4M 9HH

 

9 November 2018

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

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

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 

In preparing these financial statements, the Directors are required to:

 

-      select suitable accounting policies and then apply them consistently;

-      make judgments and estimates that are reasonable and prudent; and

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

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

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

 

The financial statements are published on asia-focus.co.uk which is a website maintained by the Company's Manager. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Directors listed in the Directors' Report, being the persons responsible, hereby confirm to the best of their knowledge that:

 

-      the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

-      that in the opinion of the Directors, the Annual Report and financial statements taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy. In reaching this conclusion the Board has assumed that the reader of the Annual Report and financial statements would have a reasonable level of general investment knowledge, and in particular, of investment trusts; and

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

 

For Aberdeen Standard Asia Focus PLC

 

Nigel Cayzer

Chairman

9 November 2018

 

 



 

STATEMENT OF COMPREHENSIVE INCOME

 



Year ended 31 July 2018

Year ended 31 July 2017



Revenue

Capital

Total

Revenue

Capital

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

10

-

6,932

6,932

-

54,249

54,249

Income

3

14,673

-

14,673

13,896

-

13,896

Exchange losses


-

(278)

(278)

-

(223)

(223)

Investment management fees

4

(4,155)

-

(4,155)

(3,641)

-

(3,641)

Administrative expenses

5

(1,092)

-

(1,092)

(1,206)

-

(1,206)



_______

_______

_______

_______

_______

_______

Net return before finance costs and taxation


9,426

6,654

16,080

9,049

54,026

63,075

Finance costs

6

(1,861)

-

(1,861)

(1,620)

-

(1,620)



_______

_______

_______

_______

_______

_______

Net return before tax


7,565

6,654

14,219

7,429

54,026

61,455

Tax expense

7

(882)

(578)

(1,460)

(612)

(9)

(621)



_______

_______

_______

_______

_______

_______

Net return after taxation


6,683

6,076

12,759

6,817

54,017

60,834



_______

_______

_______

_______

_______

_______

Return per share (pence):








Basic

9

19.27

17.51

36.78

19.31

152.98

172.29



_______

_______

_______

_______

_______

_______

Diluted

9

n/a

16.33

n/a

n/a

137.49

157.96



_______

_______

_______

_______

_______

_______









For the years ended 31 July 2018 and 31 July 2017 the conversion option for potential Ordinary shares within the Convertible Unsecured Loan Stock was non-dilutive to the revenue return per Ordinary share but dilutive to the capital return per Ordinary share.

The total column of this statement represents the profit and loss account of the Company. There is no other comprehensive income and therefore the net return after taxation is also the total comprehensive income for the year.

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

The accompanying notes are an integral part of the financial statements.

 

 



 

STATEMENT OF FINANCIAL POSITION

 



As at

As at



31 July 2018

31 July 2017


Notes

£'000

£'000

Non-current assets




Investments at fair value through profit or loss

10

476,097

468,614



_______

_______

Current assets




Debtors and prepayments

11

3,037

627

Cash and short term deposits


9,398

4,009



_______

_______



12,435

4,636



_______

_______

Creditors: amounts falling due within one year




Bank loans


(7,623)

-

Other creditors


(2,488)

(1,222)



_______

_______


12

(10,111)

(1,222)



_______

_______

Net current assets


2,324

3,414



_______

_______

Total assets less current liabilities


478,421

472,028





Non-current liabilities




Bank loans

12

(9,506)

(9,482)

3.5% Convertible Unsecured Loan Stock 2019

13

-

(32,441)

2.25% Convertible Unsecured Loan Stock 2025

13

(35,209)

-



_______

_______



(44,715)

(41,923)



_______

_______

Net assets


433,706

430,105



_______

_______





Capital and reserves




Called-up share capital

14

10,429

9,796

Capital redemption reserve


2,062

2,062

Share premium account


60,076

39,695

Equity component of 3.5% Convertible Unsecured Loan Stock 2019

13

-

1,361

Equity component of 2.25% Convertible Unsecured Loan Stock 2025

13

1,054

-

Capital reserve

15

346,123

365,765

Revenue reserve


13,962

11,426



_______

_______

Equity shareholders' funds


433,706

430,105



_______

_______

Net asset value per share (pence):




Basic

16

1,231.83

1,235.45



_______

_______

Diluted

16

n/a

1,192.49



_______

_______

 

 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31 July 2018























Capital

Share

Equity

Equity






Share

redemption

premium

Component

Component

Capital

Revenue




capital

reserve

account

CULS 2019

CULS 2025

reserve

reserve

Total


Note

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 August 2017


9,796

2,062

39,695

1,361

-

365,765

11,426

430,105

Conversion of 3.5% CULS 2019

13

81

-

2,607

-

-

-

-

2,688

Maturity of 3.5% CULS 2019

13

552

-

17,774

(1,361)

-

-

1,361

18,326

Conversion of 3.5% CULS 2019 to 2.25% CULS 2025


-

-

-

-

436

(3,425)


(2,989)

Issue of 2.25% CULS 2025


-

-

-

-

618

-

-

618

Purchase of own shares to treasury

14

-

-

-

-

-

(22,293)

-

(22,293)

Return after taxation


-

-

-

-

-

6,076

6,683

12,759

Dividends paid

8

-

-

-

-

-

-

(5,508)

(5,508)



_____

_____

_____

_____

_____

_____

_____

_____

Balance at 31 July 2018


10,429

2,062

60,076

-

1,054

346,123

13,962

433,706



_____

_____

_____

_____

_____

_____

_____

_____











For the year ended 31 July 2017
























Capital

Share

Equity







Share

redemption

premium

Component

Capital

Revenue





capital

reserve

account

CULS 2019

reserve

reserve

Total


Note


£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 August 2016



9,794

2,062

39,646

1,361

322,525

8,347

383,735

Conversion of 3.5% CULS 2019

13


2

-

49

-

-

-

51

Purchase of own shares to treasury

14


-

-

-

-

(10,777)

-

(10,777)

Return after taxation



-

-

-

-

54,017

6,817

60,834

Dividends paid

8


-

-

-

-

-

(3,738)

(3,738)




_____

_____

_____

_____

_____

_____

_____

Balance at 31 July 2017



9,796

2,062

39,695

1,361

365,765

11,426

430,105




_____

_____

_____

_____

_____

_____

_____

 

 



STATEMENT OF CASHFLOWS

 



Year ended

Year ended



31 July 2018

31 July 2017


Notes

£'000

£'000

Cash flows from operating activities




Return before finance costs and tax


16,080

63,075

Adjustments for:




Dividend income

3

(14,653)

(13,895)

Interest income

3

(20)

(1)

Dividends received


14,252

13,714

Interest received


9

2

Interest paid


(1,505)

(1,303)

Gains on investments

10

(6,932)

(54,249)

Foreign exchange movements


278

223

Decrease in prepayments


-

1

Decrease/(increase) in other debtors


36

(32)

Increase/(decrease) in other creditors


360

(393)

Stock dividends included in investment income


(139)

-

Overseas withholding tax suffered

7

(882)

(612)



_______

_______

Net cash inflow from operating activities


6,884

6,530





Cash flows from investing activities




Purchase of investments


(45,008)

(29,627)

Sales of investments


42,520

30,498

Capital gains tax on sales


(32)

(9)



_______

_______

Net cash (outflow)/inflow from investing activities


(2,520)

862





Cash flows from financing activities




Purchase of own shares to treasury


(21,900)

(10,748)

Drawdown of loan

12

7,521

9,482

Repayment of loan

12

-

(11,643)

Issue of 2.25% Convertible Unsecured Loan Stock 2025


21,004

-

Equity dividends paid

8

(5,508)

(3,738)



_______

_______

Net cash inflow/(outflow) from financing activities


1,117

(16,647)



_______

_______

Increase/(decrease) in cash and cash equivalents


5,481

(9,255)



_______

_______

Analysis of changes in cash and cash equivalents




Opening balance


4,009

13,623

Increase/(decrease) in cash and cash equivalents


5,481

(9,255)

Foreign exchange movements


(127)

(359)



_______

_______

Closing balance


9,363

4,009



_______

_______

 

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 July 2018



1.

Principal activity


The Company is a closed-end investment company, registered in England & Wales No 03106339, with its Ordinary shares being listed on the London Stock Exchange.

 

2.

Accounting policies


(a)

Basis of preparation and going concern



The financial statements have been prepared in accordance with Financial Reporting Standard 102 and with the AIC's Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 and updated in February 2018 with consequential amendments. The financial statements are prepared in Sterling which is the functional currency of the Company and rounded to the nearest £'000. They have also been prepared on a going concern basis and on the assumption that approval as an investment trust will continue to be granted.






The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is included in the Directors' Report (unaudited).





(b)

Valuation of investments



The Company has chosen to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement (as adopted for use in the EU) and investments have been designated upon initial recognition at fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments are measured at fair value. For listed investments, this is deemed to be bid market prices. Gains and losses arising from changes in fair value and disposals are included as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserve.





(c)

Borrowings



Bank loans are initially recognised at cost, being the fair value of the consideration received, net of any issue expenses. Subsequently, they are measured at amortised cost using the effective interest method.  Finance charges are accounted for on an accruals basis using the effective interest rate method and are charged 100% to revenue.





(d)

Income


Dividends, including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time apportioned basis so as to reflect the effective yield on shares. Other returns on non-equity shares are recognised when the right to return is established. The fixed return on a debt security, if material, is recognised on a time apportioned basis so as to reflect the effective yield on each security. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash dividend is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital reserves. Interest receivable on bank balances is dealt with on an accruals basis.





(e)

Expenses



All expenses are accounted for on an accruals basis. Expenses, including management fees and finance costs, are charged 100% through the revenue column of the Statement of Comprehensive Income with the exception of transaction costs incurred on the purchase and disposal of investments which are charged to the capital column of the Statement of Comprehensive Income and are separately identified and disclosed in note 10 within gains on investments.





(f)

Taxation



The tax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the Statement of Financial Position date.






Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the Statement of Financial Position date.






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






The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the Statement of Comprehensive Income on the same basis as the particular item to which it relates using the Company's effective rate of tax for the year, based on the marginal basis.





(g)

Foreign currency



Assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the Statement of Financial Position date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction. Gains and losses on dividends receivable are recognised in the Statement of Comprehensive Income and are reflected in the revenue reserve. Gains and losses on the realisation of foreign currencies are recognised in the Statement of Comprehensive Income and are then transferred to the capital reserve.





(h)

Convertible Unsecured Loan Stock



Convertible Unsecured Loan Stock ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component of the 2.25% CULS 2025 was estimated by assuming that an equivalent non-convertible obligation of the Company would have an effective interest rate of 3.113% (3.5% CULS 2019 - 4.662%). The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective interest rate and the equity component remains unchanged.






Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument using the effective interest rate.






The interest expense on the CULS is calculated according to the effective interest rate method.






On conversion of CULS, equity is issued and the liability component is derecognised. The original equity component recognised at inception remains in equity. No gain or loss is recognised on conversion.






When CULS is repurchased early for cancellation, the fair value of the liability at the redemption date is compared to its carrying amount, giving rise to a gain or loss on redemption that is recognised through profit or loss. The amount of consideration allocated to equity is recognised in equity with no gain or loss being recognised.





(i)

Nature and purpose of reserves



Capital redemption reserve



The capital redemption reserve arose when Ordinary shares were redeemed and cancelled, at which point an amount equal to the par value of the Ordinary share capital was transferred from the share capital account to the capital redemption reserve.






Special reserve



The special reserve was created by a transfer from the share premium account and is used to fund the value of purchases in the market of the Company's own shares to be held in treasury.






Capital reserve



This reserve reflects any gains or losses on investments realised in the period along with any movement in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. These include gains and losses from foreign currency exchange differences arising on monetary assets and liabilities except for dividend income receivable. Additionally, the cost of share buybacks to be held in treasury is also deducted from this reserve.






Revenue reserve



This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.





(j)

Treasury shares



When the Company purchases the Company's equity share capital as treasury shares, the amount of the consideration paid, which includes directly attributable costs and is recognised as a deduction from equity. When these shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from the capital reserve.





(k)

Dividends payable



Final dividends are recognised in the financial statements in the period in which Shareholders approve them.





(l)

Segmental reporting



The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided however an analysis of the geographic exposure of the Company's investments is provided under Investment Portfolio above.

 



2018

2017

3.

Income

£'000

£'000


Income from investments




Overseas dividends

14,073

13,510


UK dividend income

300

254


REIT income

141

131


Stock dividends

139


Fixed interest income

9



_______

_______



14,662

13,895



_______

_______


Other income




Deposit interest

11

1



_______

_______


Total income

14,673

13,896



_______

_______

 



2018

2017

4.

Investment management fees

£'000

£'000


Investment management fees

4,155

3,641



_______

_______






The Company has an agreement with AFML for the provision of management services, under which investment management services have been delegated to ASI Asia.




During the year the management fee was payable monthly in arrears and is based on an annual amount of 1.0% (2017 - 1.0%), calculated on the average net asset value of the Company over a 24 month period, valued monthly. The management fee is calculated by reference to the value of the Company's net assets (gross assets less liabilities excluding the amount of any loan facilities or overdraft facilities drawn down). The balance due to the Manager at the year end was £725,000 (2017 - £319,000) which represents two month's fee (2017 - one month).




With effect from 1 November 2018, a new fee arrangement has been agreed with the Manager. The new fee will continue to be payable monthly in arrears but at the rate of 0.08% of the Company's Market Cap (as defined below) per calendar month, exclusive of Value Added Tax where applicable. "Market Cap" for the above is defined as the market capitalisation of the Company, based on the closing Ordinary share price quoted on the London Stock Exchange multiplied by the Ordinary shares in issue (less the number of any Ordinary shares held in Treasury), as determined on the last Business Day of the applicable calendar month to which the remuneration relates.




The management agreement may be terminated by either the Company or the Manager on the expiry of twelve months' written notice. On termination, the Manager would be entitled to receive fees which would otherwise have been due to that date. 

 



2018

2017

5.

Administrative expenses

£'000

£'000


Administration fees

92

89


Directors' fees

160

156


Promotional activities

240

250


Auditor's remuneration:




fees payable to the auditor for the audit of the annual accounts

27

27


fees payable to the auditor and its associates for other services{A}:




interim review

7

7



taxation services (compliance){B}

 -

11



iXBRL tagging services

2

2


Custodian charges

199

282


Registrar fees{C}

48

53


Other expenses

317

329



_______

_______



1,092

1,206




_______

_______




{A}        In addition to the fees treated as administrative expenses Ernst & Young LLP were also paid £15,000 (including VAT) for services provided relating to advice given on the refinancing of the Convertible Unsecured Loan Stock ("CULS") during the year. These fees have been capitalised and treated as issue expenses.


{B}        Charge for 2017 relates to services provided up to 31 July 2016.


{C}        In addition to the fees treated as administrative expenses Equiniti Limited were also paid £52,000 (excluding VAT) (2017 - £nil) for services provided relating to the refinancing of the Convertible Unsecured Loan Stock ("CULS") during the year. These fees have been capitalised and treated as issue expenses.




The Company has an agreement with AFML for the provision of administration services. The administration fee is payable quarterly in advance and is adjusted annually to reflect the movement in the Retail Price Index. The balance due to AFML at the year end was £23,000 (2017 - £22,000). The agreement is terminable on six months' notice.




Under the management agreement, the Company has also appointed AFML to provide promotional activities to the Company by way of its participation in the Aberdeen Investment Trust Share Plan and ISA. AFML has delegated this role to the Standard Life Aberdeen Group. The total fee paid and payable under the agreement in relation to promotional activities was £250,000 (2017 - £250,000) until May 2018 where the agreement was amended to £219,000. There was a £18,000 (2017 - £21,000) balance due to the Standard Life Aberdeen Group at the year end.




No pension contributions were made in respect of any of the Directors.

 



2018

2017

6.

Finance costs

£'000

£'000


Loans repayable in less than 1 year

445

183


Interest on 3.5% CULS 2019

907

1,156


Notional interest on 3.5% CULS 2019

183

206


Amortisation of 3.5% CULS 2019 issue expenses

137

75


Interest on 2.25% CULS 2025

144


Notional interest on 2.25% CULS 2025

26


Amortisation of 2.25% CULS 2025 issue expenses

19



_______

_______



1,861

1,620



_______

_______

 



2018

2017



Revenue

Capital

Total

Revenue

Capital

Total

7.

Tax expense

£'000

£'000

£'000

£'000

£'000

£'000


(a)

Analysis of charge for the year









Indian capital gains tax charge on sales

32

32

9

9



Overseas taxation

882

882

612

612




_______

______

______

_______

______

______



Total current tax charge for the year

882

32

914

612

9

621



Deferred tax liability on Indian capital gains

-

546

546

-

-

-




_______

______

______

_______

______

______



Total tax charge for the year

882

578

1,460

612

9

621




_______

______

______

_______

______

______












On 1 April 2018, the Indian Government withdrew an exemption from capital gains tax on investments held for twelve months or longer. Accordingly, the Company has recognised a deferred tax liability of £546,000 (2017 - £nil) on capital gains which may arise if Indian investments are sold.






At 31 July 2018 the Company had surplus management expenses and loan relationship deficits with a tax value of £7,814,000 (2017 - £6,635,000) in respect of which a deferred tax asset has not been recognised. This is due to the Company having sufficient excess management expenses available to cover the potential liability and the Company is not expected to generate taxable income in the future in excess of deductible expenses.





(b)

Factors affecting the tax charge for the year



The tax assessed for the year is  lower than the current standard rate of corporation tax in the UK for a large company of 19% (2017 - effective rate 19.67%). The differences are explained below:







2018

2017




Revenue

Capital

Total

Revenue

Capital

Total




£'000

£'000

£'000

£'000

£'000

£'000



Return before taxation

7,565

6,654

14,219

7,429

54,026

61,455












Return multiplied by the standard tax rate of corporation tax of 19% (2017 - 19.67%)

1,437

1,264

2,701

1,461

10,627

12,088



Effects of:









Gains on investments not taxable

-

(1,317)

(1,317)

-

(10,671)

(10,671)



Exchange losses

-

53

53

-

44

44



Overseas tax

882

-

882

612

-

612



Indian capital gains tax charge on sales

-

32

32

-

9

9



Movement in deferred tax liability on Indian capital gains

-

546

546

-

-

-



UK dividend income

(57)

-

(57)

(50)

-

(50)



Non-taxable dividend income

(2,700)

-

(2,700)

(2,657)

-

(2,657)



Expenses not deductible for tax purposes

3

-

3

-

-

-



Tax effect of expensed double taxation relief

(2)

-

(2)

-

-

-



Movement in unutilised management expenses

969

-

969

927

-

927



Movement in unutilised loan relationship deficits

350

-

350

319

-

319




_______

______

______

_______

______

______



Total tax charge for the year

882

578

1,460

612

9

621




_______

______

______

_______

______

______

 



2018

2017

8.

Dividends

£'000

£'000


Final dividend for 2017 - 12.0p (2016 - 10.5p)

4,131

3,738


Special dividend for 2017 - 4.0p (2016 - nil)

1,377

-



_______

_______



5,508

3,738



_______

_______






Proposed final and special dividends are subject to approval by shareholders at the Annual General Meeting and are not included as a liability in the financial statements.




We set out below the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158 - 1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the current year is £6,683,000 (2017 - £6,817,000).







2018

2017



£'000

£'000


Proposed final dividend for 2018 - 13.0p (2017 - 12.0p)

4,509

4,131


Proposed special dividend for 2018 - 4.0p (2017 - 4.0p)

1,387

1,377



_______

_______



5,896

5,508



_______

_______






The amount reflected above for the cost of the proposed final and special dividend for 2018 is based on 34,683,772 Ordinary shares, being the number of Ordinary shares in issue excluding shares held in treasury at the date of this Report.

 



2018

2017

9.

Return per Ordinary share

Revenue

Capital

Total

Revenue

Capital

Total


Basic








Return after taxation (£'000)

6,683

6,076

12,759

6,817

54,017

60,834


Weighted average number of shares in issue{A}



34,690,302



35,308,359


Return per Ordinary share (p)

19.27

17.51

36.78

19.31

152.98

172.29



_______

_______

_______

_______

______

_______











2018

2017


Diluted

Revenue

Capital

Total

Revenue

Capital

Total


Return after taxation (£'000)

7,963

6,076

14,039

8,042

54,017

62,059


Weighted average number of shares in issue{AB}



37,215,899



39,287,090


Return per Ordinary share (p)

n/a

16.33

n/a

n/a

137.49

157.96



_______

_______

_______

_______

_______

_______










{A}      Calculated excluding shares held in treasury.


{B}      The calculation of the diluted total, revenue and capital returns per Ordinary share is carried out in accordance with IAS 33, "Earnings per Share". For the purpose of calculating total, revenue and capital returns per Ordinary share, the number of Ordinary shares used is the weighted average number used in the basic calculation plus the number of Ordinary shares deemed to be issued for no consideration on exercise of all 2.25% Convertible Unsecured Loan Stock 2025 ("CULS") (2017 - 3.5% CULS 2019). The calculations indicate that the exercise of CULS would result in an increase in the weighted average number of Ordinary shares of 2,525,597 (2017 - 3,978,731) to 37,215,899 (2017 - 39,287,090) Ordinary shares.




For the year ended 31 July 2018 (2017 - same) the assumed conversion for potential Ordinary shares was non-dilutive to the revenue return per Ordinary share but dilutive to the capital return per Ordinary share. Where dilution occurs, the net returns are adjusted for interest charges and issue expenses relating to the CULS (2018 - £1,280,000; 2017 - £1,225,000). Total earnings for the period are tested for dilution. Once dilution has been determined individual revenue and capital earnings are adjusted.

 



2018

2017



Listed

Listed


Listed

Listed




in UK

overseas

Total

in UK

overseas

Total

10.

Investments

£'000

£'000

£'000

£'000

£'000

£'000


Fair value through profit or loss:








Opening book cost

9,404

236,782

246,186

7,610

221,885

229,495


Opening fair value gains on investments held

5,008

217,420

222,428

6,329

178,988

185,317


Opening fair value

14,412

454,202

468,614

13,939

400,873

414,812


Movements in year:








Purchases at cost

-

45,142

45,142

1,898

27,967

29,865


Sales - proceeds

(2,865)

(41,726)

(44,591)

(241)

(30,071)

(30,312)


Sales - gains on sales

528

18,424

18,952

137

17,001

17,138


Movement in fair value gains on investments held

1,160

(13,180)

(12,020)

(1,321)

38,432

37,111



_______

_______

_______

_______

_______

_______


Closing fair value

13,235

462,862

476,097

14,412

454,202

468,614



_______

_______

_______

_______

_______

_______







2018

2017



Listed

Listed


Listed

Listed




in UK

overseas

Total

in UK

overseas

Total



£'000

£'000

£'000

£'000

£'000

£'000


Closing book cost

7,067

258,622

265,689

9,404

236,782

246,186


Closing fair value gains on investments held

6,168

204,240

210,408

5,008

217,420

222,428



_______

_______

_______

_______

_______

_______



13,235

462,862

476,097

14,412

454,202

468,614



_______

_______

_______

_______

_______

_______


Gains/(losses) on investments








Gains on sales

528

18,424

18,952

137

17,001

17,138


Movement in fair value gains on investments held

1,160

(13,180)

(12,020)

(1,321)

38,432

37,111



_______

_______

_______

_______

_______

_______



1,688

5,244

6,932

(1,184)

55,433

54,249



_______

_______

_______

_______

_______

_______










Transaction costs








During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Statement of Comprehensive Income. The total costs were as follows:






2018

2017




£'000

£'000


Purchases


100

90


Sales


94

56




_______

_______




194

146




_______

_______







The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document are calculated on a different basis and in line with the PRIIPs regulations.

 



2018

2017

11.

Debtors: amounts falling due within one year

£'000

£'000


Amounts due from brokers

2,085

14


Other debtors

12

48


Prepayments and accrued income

940

565



_______

_______



3,037

627



_______

_______





None of the above amounts are past their due date or impaired (2017 - nil).


 

12.

Creditors

2018

2017


(a)

Amounts falling due within one year

£'000

£'000



Bank loans

7,623



Amounts due to brokers

233

238



Amount due for the purchase of own shares to treasury

551

186



Deferred tax liability on Indian capital gains

546



Other creditors

1,158

798




_______

_______




10,111

1,222




_______

_______








As at 31 July 2018, US$10,000,000 (£7,623,000) had been drawn down at an all-in rate of 2.9% which matured on 23 August 2018.




2018

2017


(b)

Amounts falling due after more than one year

£'000

£'000



Long-term bank loan

9,506

9,482



Loan arrangement fees

(12)

(2)




_______

_______




9,494

9,480




_______

_______






On 30 August 2018 the Company's US$25,000,000 revolving facility agreement with The Royal Bank of Scotland PLC was novated to The Royal Bank of Scotland International Limited, London Branch. The loan incurred an arrangement fee of US$50,000 at the time of the original drawdown, which is amortised over the life of the loan. All financial liabilities are measured at amortised cost. At the year end, US$12,500,000 (£9,506,000) was drawn down from the term loan facility at a fixed interest rate of 2.506% until 8 June 2020. The terms of the loan facilities contain covenants that the minimum net assets of the Company are £300,000,000, the percentage of borrowings against net assets is less than 20%, and the portfolio contains a minimum of forty five eligible investments (investments made in accordance with the Company's investment policy).

 



2018

2017



Number of


Liability


Equity

Number of


Liability


Equity



units

component

component

units

component

component

13.

Non-current liabilities

£'000

£'000

£'000

£'000

£'000

£'000


(a)

3.5% Convertible Unsecured Loan Stock 2019









Balance at beginning of year

32,990

32,441

1,361

33,041

32,211

1,361



Conversion of 3.5% CULS 2019

(2,688)

(2,688)

(51)

(51)



Maturity of 3.5% CULS 2019

(30,302)

(30,073)

(1,361)



Notional interest on CULS transferred to revenue reserve

183

206



Amortisation and issue expenses

137

75




______

_______

_______

______

_______

_______



Balance at end of year

32,990

32,441

1,361




______

_______

_______

______

_______

_______












The 3.5% Convertible Unsecured Loan Stock 2019 ("2019 CULS") were convertible at the election of holders into Ordinary shares during the months of May and November each year throughout their life, commencing 30 November 2012 until 31 May 2018 at a rate of 1 Ordinary share for every 830.0p nominal of 2019 CULS. Interest was paid on the 2019 CULS in May and November each year, commencing 30 November 2012 and ending 29 May 2018. 100% of the interest was charged to revenue in line with the Board's expected long-term split of returns from the investment portfolio of the Company.






The 2019 CULS were constituted as an unsecured subordinated obligation of the Company by the Trust Deed between the Company and the Trustee, the Law Debenture Trust Corporation p.l.c., dated 17 May 2012. The Trust Deed details the 2019 CULS holders' rights and the Company's obligations to the CULS holders and the Trustee oversees the operation of the Trust Deed. In the event of a winding-up of the Company the rights and claims of the Trustee and CULS holders would be subordinate to the claims of all creditors in respect of the Company's secured and unsecured borrowings, under the terms of the Trust Deed.






In November 2017 the Company received elections from 2019 CULS holders to convert 2,687,937 (31 July 2017 - 51,067) nominal amount of CULS into 323,835 (31 July 2017 - 6,141) Ordinary shares.






In addition, in May 2018 the Company proposed a Reinvestment Scheme, Placing and Open Offer relating to its CULS financing arrangements. Of the remaining 30,301,810 nominal amount of 2019 CULS, 18,325,551 was converted into 2,207,850 Ordinary shares and 11,976,259 reinvested in 2.25% Convertible Unsecured Loan Stock 2025.







2018

2017




Number of


Liability


Equity

Number of


Liability


Equity




units

component

component

units

component

component




£'000

£'000

£'000

£'000

£'000

£'000


(b)

2.25% Convertible Unsecured Loan Stock 2025









Balance at beginning of year



Conversion of 3.5% CULS 2019 to 2.25% CULS 2025

15,236

14,800

436



Issue of 2.25% CULS 2025

21,764

21,123

641



Issue expenses

(759)

(23)



Notional interest on CULS transferred to revenue reserve

26



Amortisation and issue expenses

19




______

_______

_______

______

_______

_______



Balance at end of year

37,000

35,209

1,054




______

_______

_______

______

_______

_______












The 2.25% Convertible Unsecured Loan Stock 2025 ("2025 CULS") can be converted at the election of holders into Ordinary shares during the months of May and November each year throughout their life, commencing 30 November 2018 to 31 May 2025 at a rate of 1 Ordinary share for every 1,465.0p nominal of CULS. Interest is payable on the 2025 CULS on 31 May and 30 November each year, commencing on 30 November 2018. 100% of the interest will be charged to revenue in line with the Board's expected long-term split of returns from the investment portfolio of the Company.






The 2025 CULS has been constituted as an unsecured subordinated obligation of the Company by the Trust Deed between the Company and the Trustee, the Law Debenture Trust Corporation p.l.c., dated 23 May 2018. The Trust Deed details the 2025 CULS holders' rights and the Company's obligations to the CULS holders and the Trustee oversees the operation of the Trust Deed. In the event of a winding-up of the Company the rights and claims of the Trustee and 2025 CULS holders would be subordinate to the claims of all creditors in respect of the Company's secured and unsecured borrowings, under the terms of the Trust Deed.






The fair value of the 2025 CULS at 31 July 2018 was £37,000,000.

 



2018

2017

14.

Called up share capital

 

£'000

£'000


Allotted, called-up and fully paid




Ordinary shares of 25p

8,802

8,703


Treasury shares

 

1,627

1,093



_______

_______



10,429

9,796




_______

_______








Ordinary shares

Treasury shares

Total



Number

Number

Number


At 31 July 2017

34,813,725

4,369,874

39,183,599


Conversion of CULS

2,531,685

2,531,685


Buyback of own shares

(2,137,138)

2,137,138



_______

_______

_______


At 31 July 2018

35,208,272

6,507,012

41,715,284



_______

_______

_______







During the year 2,137,138 Ordinary shares of 25p were purchased by the Company (2017 - 1,091,750 Ordinary shares purchased) at a total cost of £22,293,000 (2017 - total cost of £10,777,000), all of which were held in treasury (2017 - same). At the year end 6,507,012 (2017 - 4,369,874) shares were held in treasury, which represents 15.60% (2017 - 11.15%) of the Company's total issued share capital at 31 July 2018. During the year there were a further 2,531,685 Ordinary shares issued as a result of CULS conversions (2017 - 6,141).




Since the year end a further 524,500 Ordinary shares of 25p have been purchased by the Company at a total cost of £5,528,000, all of which were held in treasury.

 



2018

2017

15.

Reserves

£'000

£'000


Capital reserve




At 31 July 2017

365,765

322,525


Movement in investment holdings fair value

(12,020)

37,111


Gains on realisation of investments at fair value

18,952

17,138


Purchase of own shares to treasury

(22,293)

(10,777)


Issue of 2.25% CULS 2025

(3,425)

-


Indian capital gains tax charge

(578)

(9)


Foreign exchange movement

(278)

(223)



_______

_______


At 31 July 2018

346,123

365,765



_______

_______






The capital reserve includes investment holding gains amounting to £210,408,000 (2017 - £222,428,000) as disclosed in note 10. The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice 'Financial Statements Of Investment Trust Companies and Venture Capital Trusts'.

 

16.

Net asset value per Ordinary share

2018

2017


Basic




Net assets attributable

£433,706,000

£430,105,000


Number of Ordinary shares in issue{A}

35,208,272

34,813,725


Net asset value per Ordinary share

1,231.83p

1,235.45p



__________

_________







2018

2017


Diluted




Net assets attributable

£468,915,000

£462,546,000


Number of Ordinary shares in issue {A}

37,733,869

38,788,393


Net asset value per Ordinary share{B}

n/a

1,192.49p



_________

_________






{A}                Calculated excluding shares held in treasury


{B}        The diluted net asset value per Ordinary share has been calculated on the assumption that £37,000,000 2.25% Convertible Unsecured Loan Stock 2025 ("CULS") (2017 - £32,989,747 3.5% Convertible Unsecured Loan Stock 2019) is converted at 1465.0p per share (2017 - 830.0p), giving a total of 37,733,869 (2017 - 38,788,393) Ordinary shares. Where dilution occurs, the net assets are adjusted for items relating to the CULS.




Net asset value per share - debt converted


In accordance with the Company's understanding of the current methodology adopted by the AIC, convertible financial instruments are deemed to be 'in the money' if the cum income net asset value ("NAV") exceeds the conversion price of 1,465.0p per share (2017 - 830.0p). In such circumstances a net asset value is produced and disclosed assuming the convertible debt is fully converted. At 31 July 2018 the cum income NAV was 1,231.83p (31 July 2017 - 1,235.45p) and thus the CULS were 'not in the money' (2017 - 'in the money'). 

 

17.

Related party transactions and transactions with the Manager


Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report on pages 40 to 42 of the published Annual Report. The balance of fees due to Directors at the year end was £nil (2017 - £2,000).




Mr Gilbert is a director of Standard Life Aberdeen plc. Both Mr Gilbert and his alternate, Mr Young are directors of its subsidiary ASI Asia which has been delegated, under an agreement with AFML, to provide management services to the Company, the terms of which are outlined in notes 4 and 5 along with details of transactions during the year and balances outstanding at the year end. Neither Mr Gilbert nor Mr Young are directors of AFML.




Subsequent to the year end, a revision of the management fee arrangements has been agreed by the Company and the Manager. The introduction of new management fee arrangements constitutes a smaller related party transaction for the purpose of LR 11.1.10 R of the Financial Conduct Authority's Listing Rules. Details of the new management fee arrangements can be found in note 4.




Mr Yea is chairman of Equiniti Group Plc which acts as Registrar and Receiving Agent to the Company. Mr Yea is excluded from participation in all discussions relating to the appointment of Equiniti. Details of the transactions during the year with Equiniti are outlined in note 5. Balances outstanding at the year end amounted to £5,000 (2017 - £6,000).

 

18.

Financial instruments


Risk management


The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise equities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.




The Board has delegated the risk management function to Aberdeen Fund Managers Limited ("AFML") under the terms of its management agreement with AFML (further details of which are included under note 4 and in the Directors' Report) however, it remains responsible for the risk and control framework and operation of third parties. The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager's approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors.




Risk management framework


The directors of Aberdeen Fund Managers Limited collectively assume responsibility for AFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.




AFML is a fully integrated member of the Standard Life Aberdeen Group, which provides a variety of services and support to AFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The AIFM has delegated the day to day administration of the investment policy to Aberdeen Standard Investments (Asia) Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The AIFM has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.




The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Group CEO and to the Audit Committee of the Group's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment.




The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group's Head of Risk, who reports to the Chief Executive Officer of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SWORD").







Risk management


The main risks the Company faces from these financial instruments are (i) market risk (comprising interest rate, foreign currency and other price risk), (ii) liquidity risk and (iii) credit risk.




Market risk


The fair value of or future cash flows from a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk and other price risk.




Interest rate risk


Interest rate movements may affect:


-    the level of income receivable on cash deposits;


-    valuation of debt securities in the portfolio.




Management of the risk


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




Interest rate risk profile


The interest rate risk profile of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the reporting date was as follows:









Weighted average

Weighted





period for which

average

Fixed

Floating



rate is fixed

interest rate

rate

rate


At 31 July 2018

Years

%

£'000

£'000


Assets






Sterling

-

0.22

-

9,329


Indian Rupee

-

-

-

46


Pakistan Rupee

-

-

-

19


Thailand Baht

-

-

-

4



_______

_______

_______

_______



-

-

-

9,398



_______

_______

_______

_______


Liabilities






Long-term loan

1.95

2.5

9,506

-


Short-term loan

0.06

2.9

7,623

-


2.25% Convertible Unsecured Loan Stock 2025

6.83

2.3

35,209

-



_______

_______

_______

_______



-

-

52,338

-



_______

_______

_______

_______









Weighted average

Weighted





period for which

average

Fixed

Floating



rate is fixed

interest rate

rate

rate


At 31 July 2017

Years

%

£'000

£'000


Assets






Sterling

-

-

-

3,774


Pakistan Rupee

-

-

-

23


Taiwan Dollar

-

-

-

208


Thailand Baht

-

-

-

4



_______

_______

_______

_______



-

-

-

4,009



_______

_______

_______

_______


Liabilities






Bank loan

2.95

2.5

9,482

-


3.5% Convertible Unsecured Loan Stock 2019

1.83

3.5

32,441

-



_______

_______

_______

_______



-

-

41,923

-



_______

_______

_______

_______








The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on bank loans is based on interest payable, weighted by the value of the loan. Details of the Company's loan are shown in note 12 to the financial statements.


The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.


The Company's equity portfolio and short term debtors and creditors (excluding bank loans) have been excluded from the above tables.




Interest rate sensitivity


Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total return.




Foreign currency risk


Most of the Company's investment portfolio is invested in overseas securities and the Statement of Financial Position, therefore, can be significantly affected by movements in foreign exchange rates.




Management of the risk


It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with foreign currency borrowings.




The revenue account is subject to currency fluctuations arising on dividends receivable in foreign currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. It is not the Company's policy to hedge this currency risk but the Board keeps under review the currency returns in both capital and income.




Foreign currency risk exposure by currency of denomination:





31 July 2018

31 July 2017












Net monetary


Total


Net monetary


Total



Overseas
investments

assets/
(liabilities)

currency
exposure

Overseas
Investments

assets/
(liabilities)

currency
exposure



£'000

£'000

£'000

£'000

£'000

£'000


Australian Dollar

8,323

-

8,323

11,539

-

11,539


Chinese Yuan

-

-

-

850

-

850


Danish Krona

9,104

-

9,104

8,327

-

8,327


Hong Kong Dollar

65,327

-

65,327

74,157

-

74,157


Indian Rupee

67,173

46

67,219

59,474

-

59,474


Indonesian Rupiah

37,495

-

37,495

36,553

-

36,553


Korean Won

5,443

-

5,443

4,295

-

4,295


Malaysian Ringgit

66,986

-

66,986

68,506

-

68,506


Taiwan Dollar

11,770

-

11,770

4,914

207

5,121


New Zealand Dollar

17,265

-

17,265

14,557

-

14,557


Pakistan Rupee

3,940

19

3,959

4,269

24

4,293


Philippine Peso

28,644

-

28,644

30,534

-

30,534


Singapore Dollar

54,798

-

54,798

59,169

-

59,169


Sri Lankan Rupee

14,376

-

14,376

15,024

-

15,024


Thailand Baht

72,711

4

72,715

62,034

4

62,038


United States Dollar

-

(17,129)

(17,129)

-

(9,482)

(9,482)



_______

_______

_______

_______

_______

______



463,355

(17,060)

446,295

454,202

(9,247)

444,955


Sterling

12,742

(25,880)

(13,138)

14,412

(28,667)

(14,255)



_______

_______

_______

_______

_______

______


Total

476,097

(42,940)

433,157

468,614

(37,914)

430,700



_______

_______

_______

_______

_______

______










Foreign currency sensitivity







The Company's foreign currency financial instruments are in the form of equity investments, fixed interest investments and bank loans. The sensitivity of the former has been included within other price risk sensitivity analysis so as to show the overall level of exposure. The sensitivity of the fixed interest investments and bank loans has been included within interest rate sensitivity above. Based upon exchange rates at the Statement of Financial Position date, a 10% increase in Sterling would result in a decrease in the value of the United States Dollar bank loan of £1,187,000 (2017 - £862,000) and a 10% decrease in Sterling would result in an increase in the value of the United States Dollar bank loan of £1,451,000 (2017 - £1,054,000). Due consideration is paid to foreign currency risk throughout the investment process.




Other price risk


Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.




Investment in Far East equities or those of companies that derive significant revenue or profit from the Far East involves a greater degree of risk than that usually associated with investment in the securities in major securities markets. The securities that the Company owns may be considered speculative because of this higher degree of risk. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. Both the allocation of assets and the stock selection process, as detailed on page 81 of the published Annual Report, act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges worldwide.




Other price risk sensitivity


If market prices at the reporting date had been 10% (2017 - 10%) higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 July 2018 would have increased/(decreased) by £47,610,000 (2017 - increased/(decreased) by £46,861,000) and equity reserves would have increased/(decreased) by the same amount.




Liquidity risk


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




Management of the risk


The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Gearing comprises both bank loans and convertible unsecured loan stock. The Board has imposed a maximum gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of 25%. Details of borrowings at the 31 July 2018 are shown in notes 12 and 13.




Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of a loan facility, details of which can be found in note 12. Under the terms of the loan facility, the Manager provides the lender with loan covenant reports on a monthly basis, to provide the lender with assurance that the terms of the facility are not being breached. The Manager will also review the credit rating of a lender on a regular basis. Details of the Board's policy on gearing are shown in the investment policy section.




Liquidity risk exposure


At 31 July 2018 the Company had borrowings in the form of the £37,000,000 (2017 - £32,989,747 nominal of 3.5% Convertible Unsecured Loan Stock 2019) nominal of 2.25% Convertible Unsecured Loan Stock 2025.




At 31 July 2018 the Company's term bank loan, amounting to £9,506,000 (2017 - £9,482,000; repayment date 8 June 2020), was due for repayment on 8 June 2020. In addition, the Company's rolling bank loan, amounting to £7,623,000 (2017 - £nil), was due for repayment on 23 August 2018. The maximum exposure during the year was £17,152,000 (2017 - £11,928,000) and the minimum exposure during the year was £9,283,000 (2017 - £6,934,000).




The maturity profile of the Company's existing borrowings is set out below.







Due





Due

between




Expected

within

3 months

Due after



cashflows

3 months

and 1 year

1 year



£'000

£'000

£'000

£'000


2.25% Convertible Unsecured Loan Stock 2025

41,868

214

618

41,036


Short-term loan

7,642

7,642

-

-


Long-term loan

12,982

60

181

12,741



_______

_______

_______

_______



62,492

7,916

799

53,777



_______

_______

_______

_______




Credit risk


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




Management of the risk


Investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Investment Manager, and limits are set on the amount that may be due from any one broker. Settlement of investment transactions are also done on a delivery versus payment basis;


-      the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a monthly basis. In addition, the third party administrator carries out a stock reconciliation to Custodian records on a monthly basis to ensure discrepancies are picked up on a timely basis. The Manager's compliance department carries out periodic reviews of the Custodian's operations and reports its finding to the Manager's risk management committee. This review will also include checks on the maintenance and security of investments held; and


-      cash is held only with reputable banks with high quality external credit ratings.




It is the Manager's policy to trade only with A- and above (Long Term rated) and A-1/P-1 (Short Term rated) counterparties.




None of the Company's financial assets is secured by collateral or other credit enhancements.




Credit risk exposure


In summary, compared to the amounts in the Statement of Financial Position, the maximum exposure to credit risk at 31 July was as follows:





2018

2017



Statement


Statement




of Financial

Maximum

of Financial

Maximum



Position

exposure

Position

exposure


Current assets

£'000

£'000

£'000

£'000


Debtors

3,037

3,037

627

627


Cash and short term deposits

9,398

9,398

4,009

4,009



_______

_______

_______

_______



12,435

12,435

4,636

4,636



_______

_______

_______

_______








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




Fair values of financial assets and financial liabilities


Investments held at fair value through profit or loss are valued at their quoted bid prices which equate to their fair values. The Directors are of the opinion that the other financial assets and liabilities, excluding CULS which are held at amortised cost, are stated at fair value in the Statement of Financial Position and considered that this approximates to the carrying amount.

 

19.

Fair value hierarchy


FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.




Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date.


Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.


Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.




The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at 31 July 2018 as follows:











Level 1

Level 2

Level 3

Total


As at 31 July 2018

Note

£'000

£'000

£'000

£'000


Financial assets and liabilities at fair value through profit or loss







Quoted equities

a)

476,097

-

-

476,097




_______

_______

_______

_______


Net fair value


476,097

-

-

476,097




_______

_______

_______

_______











Level 1

Level 2

Level 3

Total


As at 31 July 2017

Note

£'000

£'000

£'000

£'000


Financial assets and liabilities at fair value through profit or loss







Quoted equities

a)

468,614

-

-

468,614




_______

_______

_______

_______


Net fair value


468,614

-

-

468,614




_______

_______

_______

_______


a) Quoted equities







The fair value of the Company's investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges.

 

20.

Capital management policies and procedures 


The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt (comprising bank borrowings and CULS) and equity balance.




The Company's capital comprises the following:







2018

2017



£'000

£'000


Equity




Equity share capital

10,429

9,796


Reserves

423,277

420,309


Liabilities




Bank loans

17,129

9,482


CULS

35,209

32,441



_______

_______



486,044

472,028



_______

_______






The Board's policy is to utilise gearing when the Manager believes it appropriate to do so, up to a maximum of 25% geared at the time of drawdown. Gearing for this purpose is defined as the excess amount above shareholders' funds of total assets (including net current assets/liabilities) less cash/cash equivalents, expressed as a percentage of the shareholders' funds. If the amount so calculated is negative, this is shown as a 'net cash' position.







2018

2017



£'000

£'000


Investments at fair value through profit or loss

476,097

468,614


Current assets excluding cash and cash equivalents

1,185

851


Current liabilities excluding bank loans

(2,488)

(1,222)



_______

_______



474,794

468,243



_______

_______


Net assets

433,706

430,105



_______

_______


Gearing (%)

9.5

8.9



_______

_______






The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. The review includes:


-    the planned level of gearing which takes account of the Manager's views on the market;


-    the level of equity shares in issue;


-     the extent to which revenue in excess of that which is required to be distributed should be retained.




The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.




The Company does not have any externally imposed capital requirements.

 

 

The Annual General Meeting will be held at 11.30 a.m. on 16 January 2019 at Bow Bells House, 1 Bread Street, London EC4M 9HH.

 

Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

 

The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 31 July 2018 are an abridged version of the Company's full financial statements, which have been approved and audited with an unqualified report. The 2017 and 2018 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under s.498(2) or 498(3) of the Companies Act 2006.  The financial information for 2017 is derived from the statutory accounts for 2017 which have been delivered to the Registrar of Companies. The 2018 financial statements will be filed with the Registrar of Companies in due course.

 

The audited Annual Report and financial statements will be posted to shareholders in November. Copies may be obtained during normal business hours from the Company's Registered Office, Bow Bells House, 1 Bread Street, London EC4M 9HH or from the Company's website, asia-focus.co.uk*

 

* Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

 

By Order of the Board

Aberdeen Asset Management PLC

Secretary

9 November 2018

 

 

 


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