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RNS

Annual Financial Report

Released 14:30 04-Apr-2019

RNS Number : 1811V
Impax Environmental Markets PLC
04 April 2019
 

 

 

LEI: 213800RAR6ZDJLZDND86

IMPAX ENVIRONMENTAL MARKETS PLC

 

ANNUAL FINANCIAL REPORT ANNOUNCEMENT

FOR THE YEAR ENDED 31 DECEMBER 2018

 

Investment objective

 

The Company's objective is to enable investors to benefit from growth in the markets for cleaner or more efficient delivery of basic services of energy, water and waste. Investments are made predominantly in quoted companies which provide, utilise, implement or advise upon technology-based systems, products or services in environmental markets, particularly those of alternative energy and energy efficiency, water treatment and pollution control, and waste technology and resource management (which includes sustainable food, agriculture and forestry).

 

Financial information

 

 At 31 December 2018

 

 

 

Net asset value ('NAV') per Ordinary Share

                        249.6p

Ordinary Share price

                        253.0p

Ordinary Share price premium to NAV1

1.4%

Net assets

£450.0m

 

 

 

 

Performance summary2

 

 For the year ended 31 December 2018

 

 

% change

NAV total return per Ordinary Share1

-10.8%

Share price total return per Ordinary Share1

-0.4%

FTSE ET100 Index3

-9.9%

MSCI AC World Index3

-3.8%

1These are alternative performance measures.

 

2Total returns in sterling for the year to 31 December 2018.

 

3Source: Bloomberg and FactSet.

 

 

 

 

 

Alternative Performance Measures ("APMs")

 

The disclosures as indicated in footnote 1 above are considered to represent the Company's APMs. Definitions of these APMs and other performance measures used by the Company, together with how these measures have been calculated can be found below.

Chairman's statement

2018 was an interesting, if challenging, year for investors, markets being difficult throughout, but particularly in the fourth quarter.

The resulting effect on Impax Environmental Markets plc ('IEM', or the 'Company') was underperformance against both of its comparative indices, which was disappointing following the run of excellent performance that we have been enjoying.

It was not all bad news, however, the fundamentals underpinning IEM remaining strong. Rising demand for our shares, predominantly from private investors, helped the Company's share price to move from a significant discount to a small premium, which means that the returns for investors - the combination of share price movement and dividends paid - were well ahead of both comparative indices; indeed, the shares now trade generally at a premium to underlying Net Asset Value ('NAV') and we were able to issue shares out of treasury to meet investor demand. The Board's view is that the issues and drivers propelling environmental markets, and the investment potential they offer, remain compelling.

Volatile Markets

Over the course of 2018 (the 'Year'), global equity markets were volatile. The reasons for this included deteriorating trade relationships such as those between China and the USA, and growing concern that interest rates might rise and growth rates decline. In the last three months of the Year global equities fell sharply, culminating in the worst performance during December since the 1980s. Smaller companies (global small caps), core investments for IEM, were particularly vulnerable, significantly underperforming the broader market.

Performance

The turbulent market conditions did no favours to IEM's investment portfolio. The poor performance of smaller companies had a strong negative impact and as a result IEM's NAV total return per Ordinary Share fell by 10.8%, underperforming the MSCI All Country World Index ('MSCI ACWI') by 7%, and modestly underperforming the FTSE Environmental Technologies 100 Index ('FTSE ET100'). As discussed above, IEM's share price delivered returns well ahead of both indices, benefitting from the effect of the shares moving from a significant discount at the start of the Year, to closing at a premium.

IEM's share price total return over the Year (taking account of share price movements and dividends paid) was -0.4%, significantly boosted by the elimination of the discount, and ending the Year at a premium for the first time in ten years. The Manager's Report includes detail on the contributors and detractors to performance.

Investment case

The socio-economic drivers behind the growth of environmental markets gathered pace in 2018. We saw the global controversy surrounding plastics usage escalate further. In January 2018 China, previously the world's biggest recipient of waste materials, banned the importation of 24 categories of waste and recyclates.  As waste piles up in regions around the world the need for solutions grows and Governments are under growing pressure to act.

Companies and Governments introduced strategies to target plastic waste. The European Union ('EU') Parliament, and the EU Council, agreed to put clear restrictions on disposable plastic products like straws and cutlery. The UK Government indicated that by 2022 it would introduce a new tax on all plastics that contain less than 30% recycled materials.

Efforts to reduce CO2 emissions also made some progress. In December, at the United Nations 24th Conference of the Parties (COP24) meeting in Poland, the 'Rule Book' was established for the Paris Agreement. It sets out the operational rules governing how the agreement will be implemented to limit temperature increase to 2 degrees Centigrade above pre-industrial levels. China showed leadership by choosing to support similar rules across industrialised and industrialising countries, all of which presents a supportive backdrop for IEM's holdings.

Unquoted investment

Since the Year end, the carrying value of IEM's holding in an unquoted investment has been reduced, with part of that reduction being reflected in the NAV as at 31 December 2018 as a retrospective 'adjusting event'.   In consequence, the audited NAV per share at the Year end in these accounts is 0.6% lower than the unaudited NAV per share published by the Company on 2 January 2019.

Dividend

The Company's net revenue for the Year was £5.7 million (2017: £5.1 million), equivalent to 3.20p (2017: 2.83p) per Ordinary Share. Shareholders will be aware that it has been the Board's policy to pay out substantially all earnings by way of dividends and we see no need to vary this.

As a result, the Directors are recommending a dividend for the Year ended 31 December 2018 of 3.00p per share (2017: 2.5p). If approved at the AGM on 21 May 2019, the final dividend will be paid on 28 May 2019 to shareholders on the register at the close of business on 26 April 2019. As the primary objective of the Company is capital growth, it should not necessarily be assumed that this level of dividend will be paid in future years.

Continuation vote

In accordance with the Articles of Association of the Company, an Ordinary Resolution that the Company continues as an investment trust for a further three year period will be proposed at the forthcoming AGM. The Board has considerable confidence in our Managers, Impax Asset Management plc, and strongly believes that IEM offers an attractive opportunity for investors to obtain exposure to environmental and resource efficiency markets and recommends that shareholders vote in favour of the resolution.

Gearing

In September 2018, the Company refinanced its multicurrency revolving credit facility by entering into agreements with Scotiabank for five year fixed rate loans of £15 million and US$20 million.  In addition, a multi-currency revolving credit facility of up to £20 million was agreed, of which £2.5 million is committed and nil was drawn down at the Company's Year end.

As at 31 December 2018, the Company's net gearing was 5.6%.

Premium/discount

The Company's Ordinary Shares traded at a discount to NAV of 8.9% on 1 January 2018 and a premium to NAV of 1.4% on 31 December 2018, having traded at a maximum discount of 9.4% and a maximum premium of 5.2% during the Year. By the close of the Year, IEM had traded at a premium continuously since 21 September 2018 with no buy-backs undertaken during the Year.

Increasing appetite for our investment philosophy, coupled with a growing awareness of IEM prompted by articles in the national press, led to more demand for our shares by investors. This created suitable conditions for the issue out of treasury of shares previously bought back as part of the discount management policy. In December 2018 the Company sold 250,000 Ordinary Shares from treasury at a premium to NAV.

Since then, the Board has made an announcement to reflect a proactive approach to issuance and buy-back in order to maintain the share price, in normal market conditions, close to NAV. There were 45,448,109 Ordinary Shares held in treasury on 31 December 2018, and at the time of writing a further 1,550,000 shares have been issued out of treasury.

Shareholder communications

As permitted by existing regulations on the appointment of auditors, IEM has used the same firm, Ernst & Young, for a number of years. IEM re-appointed the present incumbent following a competitive tender in 2013. At the Company's last AGM a significant number of votes were cast against the re-appointment of the auditor, in line with an emerging view that tenures should be shorter. The Board has consulted investors for feedback and, as a result, IEM has undertaken a tender in respect of the audit services for the year ending 31 December 2019. Following completion of the tender, the Audit Committee and the Board are recommending that shareholders approve the appointment of BDO LLP as Auditor to the Company at the forthcoming AGM. Ernst & Young, who did not participate in the tender, have provided IEM with an excellent service over many years and the Board thanks them for that.

During the Year, we also held a tender for the position of broker to the Company, a position last reviewed several years ago. Unlike the appointment of an auditor, the Board is under no obligation to review or replace the broker at specific intervals. The result of this tender was the unanimous decision of the Board to re-appoint Canaccord Genuity. The ongoing efforts of their investment companies team have played a role in the recent re-rating of our shares and a series of discussions with existing shareholders has been conducted in recent months, as well as with prospective investors, with the aim of further growing IEM through the re-issuance of treasury shares.

The Board

The Directors are committed to a process of regular Board refreshment and have spent time developing a succession plan which looks several years ahead.  The most recent Director to join the Board was Aine Kelly in 2016. Julia Le Blan has indicated that she will wish to stand down at the 2020 AGM, having by that point served on this Board for nine years and this has prompted the need to seek a new Chairman of the Audit Committee, a search for whom is already underway.

Outlook

Whilst in my opinion the investment case for IEM is stronger than ever, 2018 presented our managers with some stiff challenges.  In the circumstances, I feel that the Company weathered the various storms well and it is heartening to see the steady inflow of new shareholders to our register. It is worth remembering that we are operating in a sector which was less familiar to many in the investment world even a decade ago and it is remarkable to see how we have become firmly established in the mainstream in such a short time.

The Board retains its long term conviction in the issues and drivers shaping the development of environmental markets, which we feel were reflected in the shares moving from trading at a discount to a premium in 2018. We find the strong demand for IEM's Ordinary Shares very encouraging, with the updated premium and discount control to maintain the share price close to NAV.

IEM has a high tracking error (the difference in performance of IEM relative to its benchmarks) and in volatile equity markets there are likely to be temporary dislocations. Though the past Year has been unspectacular in terms of investment performance, we have witnessed a number of achievements, not least in becoming one of the few investment trusts which have been able to issue shares out of treasury.

Meanwhile, our longer term performance record remains excellent, our share price and NAV have recovered some ground in the opening months of 2019, and our shareholders are being offered a dividend increase of 20%. The Board joins me in thanking our investment managers for their highly disciplined approach in a financial environment that has been most challenging.

John Scott

Chairman

4 April 2019

 

Manager's Report

IEM's investment thesis is that portfolios of companies providing cleaner, more efficient products and services across the energy, water, waste, food and agriculture sectors will offer investors strong long term risk-adjusted returns. The Company now has a long record of delivering strong returns for investors; over 10 years the Company's NAV has grown by +168.3%, comparing favourably against its benchmarks the MSCI ACWI (+178.7%) and the FTSE ET100/FTSE ET50 (+69.4%).

 

IEM underperformed its global comparative index, the MSCI ACWI, in 2018 by 7.0%, thanks in a large part to the global weakness of smaller companies (the breakdown of market capitalisation of the portfolio is shown in the Annual Report and Accounts, and it marginally underperformed (less than 1%) its environmental comparative index, the FTSE ET100.

 

(For details on IEM's ESG process please see the Annual Report and Accounts.)

 

Developments and drivers for environmental markets:

 

Climate change

2018 started with a severe drought in Cape Town and ended with Californian wildfires, highlighting the need for innovation and investment in environmental markets. Evidence linking extreme weather events and climate change appears to grow stronger every year. Morgan Stanley recently estimated that global damage caused by climate-related disasters for the last three years alone stood at around $650 billion. In October, the latest Intergovernmental Panel on Climate Change (IPCC) report suggested that if annual global emissions were maintained at current levels, then damage costs by 2040 could reach $54 trillion. It is hard to digest the size of such figures, nevertheless the implications are clear.

 

Opportunities for businesses to deliver emission reductions, for example via energy efficiency and renewable energy solutions, and to adapt to changing climate, for example via grid resilience and water infrastructure, are growing.

 

Circular economy

The traditional economic model is linear, extracting materials with which to produce goods that are then used before being disposed of. The physical effects of climate change, and the focus of consumers and policy makers on plastic pollution, have renewed environmental market focus on the drivers behind the move to a more "circular economy". Over the course of the Year we observed a variety of companies signalling their desire to stop using plastic packaging and adopt strategies to "reduce, reuse and recycle". The Company has exposure to recycling infrastructure, fibre-based packaging and new alternative materials, all of which hold promise in this field.

 

Trade tensions

Trade frictions between China and the US adversely affected global growth expectations in 2018. IEM's Chinese holdings are more focused on essential domestic spending related to the development of water, rail and natural gas distribution to replace coal, meaning exposure to areas of friction is low, although concerns weighed heavily on the stock market. We have observed how steadfastly China's government has stuck to its infrastructure spending plans to compensate for any destabilisation of economic growth. We will continue to focus on holdings and opportunities that have Chinese domestic supplier strengths and also firms with sufficient pricing power - stemming from competitive positioning - since they will have the ability to pass on tariff-related inflation.

 

Absolute Performance contributors and detractors

 

Contributors

The global pressure on companies and policymakers to move away from single-use plastic continued to intensify in 2018. In May, Chinese President Xi Jinping pledged to push the fight against pollution forward. He signalled a desire to fundamentally improve environmental quality standards before 2035. In June, India's Prime Minister Narendra Modi indicated that India will remove all single-use plastics by 2022. European Member States are setting national reduction targets to lower the amount of plastic food containers and drinking cups in circulation and to increase plastic bottle recycling to 90% by 2025. Deposit schemes are currently the most realistic approach to achieving such ambitious targets. Tomra (Waste Technology Equipment, Norway) is the dominant supplier of reverse vending machines and had a strong year.

 

In previous reports we have highlighted the increased digitalisation of environmental markets and research into this area has led to an investment in PTC (Industrial Energy Efficiency, US), a software developer with a leading market position in product lifecycle management. PTC deploys software to manage the design, manufacturing and maintenance of goods more efficiently. The benefits of this trend in digitising manufacturing processes include greater resource efficiency alongside improving worker safety, cost reductions and increased flexibility. This holding contributed strongly to the Company's performance in 2018.

 

Mergers and acquisitions played a positive role during the Year. Two companies were exited as a result of acquisitions: Newalta (Hazardous Waste, Canada) and Pure Technologies (Water Infrastructure, Canada).

 

Performance Contribution analysis

 

 

For year ended

 

 

For year ended

MSCI ACWI

31 December 2018

 

FTSE ET100

31 December 2018

NAV total return

-10.8

 

NAV total return

-10.8

MSCI ACWI total return

-3.8

 

FTSE ET100 total return

-9.9

Relative performance

-7.0

 

Relative performance

-0.9

 

 

 

 

 

Analysis of Relative Performance

 

Analysis of Relative Performance

 

 

 

 

 

Portfolio total return

-8.7

 

Portfolio total return

-8.7

Less benchmark total return

-3.8

 

Less benchmark total return

-9.9

Portfolio underperformance

-4.9

 

Portfolio outperformance

1.2

Borrowing:

 

 

Borrowing:

 

    Gearing effect

-0.9

 

    Gearing effect

-0.9

Management fee

-0.9

 

Management fee

-0.9

Other expenses

-0.1

 

Other expenses

-0.1

Tax

-0.2

 

Tax

-0.2

Total*

-7.0

 

Total*

-0.9

 

 

 

 

 

*The above analysis contains rounding.

 

 

 

 

Detractors

Concerns around global growth and volatility in global equity markets in the final three months (last quarter) of 2018 caused a weakness in more indebted stocks. DS Smith (Recycling and Value Added Waste Processing, UK) was marked down, along with other fibre-packaging firms. Welbilt (Sustainable & Efficient Agriculture, US) suffered due to its debt burden and its third quarter results missing sell side analyst expectations, leading to lower guidance on its annual operating margins and earnings. Despite short term market concerns over these companies, our conviction in their medium-term prospects remains and we have retained them in the portfolio.

 

Following rapid growth in recent years, the light emitting diode ('LED') lighting market has been slowing, as the proportion of LED sales for lighting businesses has matured and the rate of growth in penetration of the building stock has tapered. Slowing growth has driven an increase in competition, resulting in margin pressure for Acuity Brands (Buildings Energy Efficiency, US) and Signify (Buildings Energy Efficiency, Netherlands), formerly known as Philips Lighting. We have consolidated our lighting exposure from three to two names. We nevertheless remain positive about the long-term opportunity for connected lighting technologies.

 

Unquoted holdings

IEM has one significant holding in an unquoted company named Ensyn Corporation ("Ensyn"), which represented 1.8% of net assets as at 31 December 2018. The Manager received new information in early January 2019 relating to an interpretation of certain regulations by the US Environmental Protection Agency ("EPA"). This interpretation impacted certain Ensyn projects and led the Manager to implement a reduction in valuation, based on a full scenario model, adversely affecting the Company's NAV by 0.6%. The circumstances leading to this reduction existed for a short period during late 2018, and this has therefore been deemed an "adjusting event", i.e. it has been retrospectively applied to the NAV as at 31 December 2018. The value of the holding was reduced further, using the same valuation model, later in January, given the US Government shutdown and its resulting delay in Ensyn's negotiations with the EPA. As of 31 March 2019, the holding represents 1.1% of net assets. Further detail on the impact to valuation from these post balance sheet events is provided in note 18 to the accounts. The Manager continues to see value and potential in Ensyn and is monitoring developments closely to ensure an appropriate valuation in IEM.

 

Portfolio positioning, valuation and risk

IEM had a well-diversified portfolio of 60 listed holdings at the end of the Year. The portfolio detail and the positioning by sector and region is contained within the Annual Report and Accounts. The structure is consistent with that highlighted in the 2018 Half-Yearly Report. Themes explored in 2018 included sustainable food and agriculture and a focus on bio-chemicals, where synthetic and petro-chemicals are substituted for better performing, lower environmental footprint alternatives (eg. Corbio, Borregaard and Koninklijke DSM). A small number of new positions were taken, the full list of portfolio holdings can be found on our website www.impaxenvironmentalmarkets.co.uk in the About Us/factsheets, documents and videos section.

 

Our focus was to increase diversification and look for economically defensive businesses. IEM retains its significantly underweight position in North America and is overweight in Europe versus the MSCI ACWI. The weights in various environmental market sectors were not substantially adjusted in 2018. When compared to the FTSE ET100, the portfolio remains underweight in the more volatile and cyclical areas of Energy Efficiency and Renewable & Alternative Energy. In contrast, it is overweight in the more defensive Water Infrastructure & Technology sector and the diversifying Food, Agriculture and Forestry sector.

 

Outlook

We feel the investment hypothesis is as strong as ever. The global drivers for companies providing environmental solutions remains very compelling, especially in China and the rest of Asia. The behaviour and preferences of consumers, and policy developments, are supportive and evidence of this is already visible in companies' order books. And we are seeing an increasing number of disruptive events, such as electric vehicles and the war on plastic, that point to an accelerating growth trend.

We have had a strong start to 2019, catching up on a significant proportion of the end of 2018's underperformance relative to the MSCI ACWI, but we do think market volatility, as seen at the end of 2018, could continue in 2019.

We expect the changes we have seen in investor sentiment to continue and as a result we expect to see attractive long-term investment opportunities. We see parallels between today and other periods in the past, where market returns across sectors varied substantially. Looking ahead, IEM will continue to choose to be positioned in more defensive businesses relative to the FTSE ET100, with an emphasis on diversification, and will seek to invest in companies with quality management teams delivering sustainable and above market returns.

Impax Asset Management (AIFM) Limited

4 April 2019

 

 

Principal risks and uncertainties

Together with the issues discussed in the Chairman's Statement and the Manager's Report, the Board considers that the principal risks and uncertainties faced by the Company fall into the following main categories:
 

(i) Market risks

Price movements of the Company's investments are highly correlated to the performance of global equities in general and small and mid-cap equities in particular. Consequently falls in stock markets are likely to adversely affect the performance of the Company's investments.

The Company invests in companies with small market capitalisations, which are likely to be subject to higher valuation uncertainties and liquidity risks than larger capitalisation securities. The Company also invests in unquoted securities which generally have greater valuation uncertainties and liquidity risks than securities listed or traded on a regulated market.

Risk mitigation

There are inherent risks involved in stock selection. The Manager is experienced and employs its expertise in selecting the stocks in which the Company invests. The Manager spreads the investment risk over a wide portfolio of investments in three main sectors, and at the year end the Company held investments in 60 quoted companies and also held 4 unquoted companies of which 3 were valued at nil.

Further detail on the financial implications of market risks is provided in note 16 to the accounts.

(ii) Environmental Markets

The Company invests in companies operating in environmental markets. Such companies carry risks that governments may alter the regulatory and financial support for environmental improvement, costs of technology may not fall, capital spending by their customers is reduced or deferred and their products or services are not adopted.

Risk mitigation

The Company invests in a broad portfolio of assets which are spread amongst several environmental market sectors. The Manager has a rigorous investment process which takes into account relevant factors prior to investment decisions taking place. As well as reviews of the portfolio and relevant industry matters at quarterly Board meetings, the Board has an annual strategy day at which the overall strategy of the Company is discussed.

(iii) Corporate governance and internal controls risk

The Board has contractually delegated to external agencies the management of the investment portfolio, the custodial services (which include the safeguarding of the assets), the registration services and the accounting and company secretarial requirements.

The main risk areas arising from the above contracts relate to performance of the Manager, the performance of administrative, registration, custodial and banking services, and the failure of information technology systems used by external agencies. These risk areas could lead to the loss or impairment of the Company's assets, inadequate returns to shareholders and loss of investment trust status. 

Risk mitigation

Each of the above contracts was entered into after full and proper consideration of the quality and cost of services offered, including the financial control systems in operation in so far as they relate to the affairs of the Company. All of the above services are subject to ongoing oversight of the Board and the performance of the principal service providers is reviewed on a regular basis. The Board monitors key person risks as part of its oversight of the Manager.

The control of risks related to the Company's business areas is described in detail in the corporate governance section, page 24 of the Annual Report and Accounts.

(iv) Cyber security risks

Cyber security risks could potentially lead to breaches of confidentiality, data records being compromised and the inability to make investment decisions. The underlying risks primarily exist in the third party service providers to whom the Company has outsourced its depositary, registration, administration and investment management activities.

Risk mitigation

The Company's key service providers report periodically to the Board on their procedures to mitigate cyber security risks including their alignment with industry standards. The Board also meets with its service providers on a periodic basis.

(v) Regulatory risks

Breaches of Section 1158 of the Corporation Tax Act could result in loss of investment trust status. Loss of investment trust status would lead to the Company being subject to tax on any gains on the disposal of its investments. Breaches of the FCA's rules applicable to listed entities could result in financial penalties or suspension of trading of the Company's shares on the London Stock Exchange. Breaches of the Companies Act 2006 could result in financial penalties or legal proceedings against the Company or its Directors. Failure of the Manager to meet its regulatory obligations could have adverse consequences on the Company.

Risk mitigation

The Company has contracted out relevant services to appropriately qualified professionals. The Manager reports on regulatory matters to the Board on a quarterly basis. The assessment of regulatory risks forms part of the Board's risk assessment programme.

(vi) Level of share price relative to the net asset value

Returns to shareholders may be affected by the level of discount or premium at which the Company's shares trade.

Risk mitigation

The Board has made a statement on premium/discount control. The Company utilises its powers to buy back the Company's own shares, or to sell shares from treasury, when circumstances are appropriate. The Board monitors the level of discount or premium and receives regular shareholder feedback from the Company's Manager and Broker.

(vii) Financial risks

The Company's investment activities expose it to a variety of financial risks which include foreign currency risk and interest rate risk.

The Company invests in securities which are not denominated or quoted in sterling. Movements of exchange rates between sterling and other currencies in which the Company's investments are denominated may have an unfavourable effect on the return on the investments made by the Company.

Risk mitigation

The Company will not normally hedge against foreign currency movements affecting the value of its investments, but the Manager takes account of this risk when making investment decisions.

Further details on financial risks and risk mitigation are disclosed in note 16 to the accounts.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

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

Company law requires the Directors to prepare accounts 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, including FRS 102 The Financial Reporting Standard and applicable in the UK and the Republic of Ireland. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of the year and of the net return for the year. In preparing these accounts, the Directors are required to:

·   select suitable accounting policies and then apply them consistently;

·   make judgements and estimates which are reasonable and prudent; and

·   state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts.

 

The Directors are responsible for keeping adequate 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 the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The accounts are published on the www.impaxenvironmentalmarkets.co.uk and www.impaxam.com websites which are maintained by the Company's Manager, Impax Asset Management (AIFM) Limited ('IAM'). The work carried out by the auditors does not involve consideration of the maintenance and integrity of these websites and, accordingly, the auditors accept no responsibility for any changes that have occurred to the accounts since being initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmation statement

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

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

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

Having taken advice from the Audit Committee, the Directors consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholder to sassess the Company's performance, business model and strategy.

For and on behalf of the Board

 

Julia Le Blan

Director

4 April 2019

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December 2018

Year ended 31 December 2017

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

Notes

£'000

£'000

£'000

£'000

£'000

£'000

(Loss)/gains on investments

2

-

(54,053)

(54,053)

-

67,373

67,373

Net foreign exchange (loss)/gain

 

-

(887)

(887)

-

1,173

1,173

Income

3

9,006

-

9,006

8,265

-

8,265

Investment management fees

4

(1,098)

(3,293)

(4,391)

(1,083)

(3,248)

(4,331)

Other expenses

4

(754)

-

(754)

(758)

-

(758)

 

 

 

 

 

 

 

 

(Loss)/profit on ordinary activities before finance costs and taxation

 

7,154

(58,233)

(51,079)

6,424

65,298

71,722

 

 

 

 

 

 

 

 

Finance costs

6

(213)

(638)

(851)

(144)

(435)

(579)

 

 

 

 

 

 

 

 

(Loss)/profit on ordinary activities before taxation

 

6,941

(58,871)

(51,930)

6,280

64,863

71,143

 

 

 

 

 

 

 

 

Taxation

7

(1,173)

-

(1,173)

(1,136)

-

(1,136)

(Loss)/profit on ordinary activities after taxation

 

5,768

(58,871)

(53,103)

5,144

64,863

70,007

Return per Ordinary Share

8

3.20p

(32.69p)

(29.49p)

2.83p

35.63p

38.46p

 

 

 

 

 

 

 

 

The total column of the Income Statement is the profit and loss account of the Company.

 

 

 

 

 

 

 

 

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

 

 

 

 

 

 

 

 

Return on ordinary activities after taxation is also the "Total comprehensive income for the year".

 

 

Balance Sheet

 

 

 

 

 

 

As at 31 December

As at 31 December

 

 

2018

2017

 

Notes

£'000

£'000

Fixed assets

 

 

 

Investments at fair value through profit or loss

2

474,710

524,305

 

 

 

 

Current assets

 

 

 

Dividend receivable

 

218

88

Sales awaiting settlement

 

-

256

Taxation recoverable

 

-

13

Other debtors

 

176

18

Cash and cash equivalents

 

6,481

13,054

 

 

6,875

13,429

Creditors: amounts falling due within one year

 

 

 

Purchases awaiting settlement

10

-

(204)

Other creditors

10

(931)

(1,181)

 

 

(931)

(1,385)

Net current assets

 

5,944

12,044

Total assets less current liabilities

 

480,654

536,349

Creditors: amounts falling due after more than one year

 

 

 

Bank loan and credit facility

11

(30,691)

(29,442)

Net assets

 

449,963

506,907

Capital and reserves: equity

 

 

 

Share capital

12

22,574

22,574

Share premium account

 

16,035

16,035

Capital redemption reserve

 

9,877

9,877

Share purchase reserve

 

96,432

95,772

Capital reserve

13

295,600

354,471

Revenue reserve

 

9,445

8,178

Shareholders' funds

 

449,963

506,907

 

 

 

 

Net assets per Ordinary Share

14

249.58p

281.55p

 

 

 

 

Approved by the Board of Directors and authorised for issue on 4 April 2019 and signed on their behalf by:

Julia Le Blan

 

 

 

Director

 

 

 

 

 

 

 

Impax Environmental Market plc incorporated in England with registered number 4348393.

 

 

Statement of Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

Share premium account

Capital redemption reserve

Share purchase reserve

Capital reserve

Revenue reserve

Total

For the year ended 31 December 2018

Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Opening equity as at 1 January 2018

 

22,574

16,035

9,877

95,772

354,471

8,178

506,907

Dividend paid

9

-

-

-

-

-

(4,501)

(4,501)

Share issues from treasury

12

-

-

-

660

-

-

660

Profit for the year

 

-

-

-

-

(58,871)

5,768

(53,103)

Closing equity as at 31 December 2018

 

22,574

16,035

9,877

96,432

295,600

9,445

449,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

Share premium account

Capital redemption reserve

Share purchase reserve

Capital reserve

Revenue reserve

Total

Year ended 31 December 2017

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Opening equity as at 1 January 2017

 

23,682

16,035

8,769

120,597

289,608

6,564

465,255

Dividend paid

9

-

-

-

-

-

(3,530)

(3,530)

Share buy backs

12

(1,108)

-

1,108

(24,825)

-

-

(24,825)

Profit for the year

 

-

-

-

-

64,863

5,144

70,007

Closing equity as at 31 December 2017

 

22,574

16,035

9,877

95,772

354,471

8,178

506,907

 

 

The Company's distributable reserves consist of the Share purchase reserve, Capital reserve attributable to realised profits and Revenue reserve.

 

 

Statement of Cash Flows

 

 

 

 

 

 

Year ended 31 December 2018

Year ended 31 December 2017

 

Notes

£'000

£'000

Operating activities

 

 

 

Return on ordinary activities before finance costs and taxation*

 

(51,079)

71,722

Less: Tax deducted at source on income from investments

 

(1,173)

(1,136)

Foreign exchange non cash flow losses

 

84

(1,342)

Adjustment for losses/(gains) on investments

2

54,053

(67,373)

(Increase)/decrease in other debtors

 

(275)

112

(Decrease)/increase in other creditors

 

(41)

392

Net cash flow from operating activities

 

1,569

2,375

 

 

 

 

Investing activities

 

 

 

Add: Sale of investments

 

111,485

146,716

Less: Purchase of investments

 

(115,891)

(120,748)

Net cash flow (used in)/from investing

 

(4,406)

25,968

 

 

 

 

Financing activities

 

 

 

Equity dividends paid

9

(4,501)

(3,530)

(Repayment of)/proceeds from credit facility

 

(29,297)

350

Proceeds from bank loan

 

30,462

-

Finance costs paid

 

(1,060)

(383)

Share issues from treasury

12

660

-

Share buy backs

12

-

(24,825)

Net cash flow used in financing

 

(3,736)

(28,388)

Decrease in cash

 

 

(6,573)

 

(45)

 

Opening balance at 1 January

 

13,054

13,099

Balance at 31 December

 

6,481

13,054

 

 

 

 

* Cash inflow from dividends was £8,878,000 (2017: £8,164,000).

 

 

The notes form part of these financial statements.

Notes to the Financial Statements

 

1. Accounting policies

The Company is an investment company within the meaning of Section 833 of the Companies Act 2006.

The accounts have been prepared in accordance with applicable UK accounting standards. The particular accounting policies adopted are described below.

 

 (a) Basis of accounting

The accounts are prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP') including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Statement of Recommended Practice 'Financial statements of investment trust companies and venture capital trusts' ('SORP') issued by the Association of Investment Companies in November 2014 and updated in February 2018.

Amounts in the accounts have been rounded to the nearest £'000 unless otherwise stated.

 

 (b) Investments

Securities of companies quoted on regulated stock exchanges and the Company's holdings in unquoted companies have been classified as 'at fair value through profit or loss' and are initially recognised on the trade date and measured at fair value in accordance with sections 11 and 12 of FRS 102. Investments are measured at subsequent reporting dates at fair value by reference to their market bid prices. Any unquoted investments are measured at fair value which is determined by the Directors in accordance with the International Private Equity and Venture Capital guidelines.

Changes in fair value are included in the Income Statement as a capital item.

 

 (c) Reporting currency

The accounts are presented in sterling which is the functional currency of the Company. Sterling is the reference currency for this UK registered and listed company.

 

 (d) Income from investments

Investment income from shares is accounted for on the basis of ex-dividend dates. Overseas income is grossed up at the appropriate rate of tax but UK dividend income is not grossed up for tax credits.

Special Dividends are assessed on their individual merits and may be credited to the Income Statement as a capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other investment income is credited to the Income Statement as a revenue item.

 

 (e) Capital reserves

Gains and losses realised from the sale of investments, changes in fair value arising upon the revaluation of investments that remain in the portfolio, foreign exchanges gains and losses and expenses which are attributable to capital are all charged to the capital column of the Income Statement and allocated to the capital reserve.

 

(f) Expenses

All expenses are accounted for on an accruals basis. Expenses are recognised through the Income Statement as revenue items except as follows:

 

 Management fees

In accordance with the Company's stated policy and the Directors' expectation of the split of future returns, three quarters of investment management fees are charged as a capital item in the Income Statement. There is no performance fee arrangement with the Manager.

 

 Finance costs

Finance costs include interest payable and direct loan costs. In accordance with Directors' expectation of the split of future returns, three quarters of finance costs are charged as capital items in the Income Statement. Loan arrangement costs are amortised over the term of the loan.

 

 Transaction costs

Transaction costs incurred on the acquisition and disposal of investments are charged to the Income Statement as a capital item.

 

 (g) Taxation

Irrecoverable taxation on dividends is recognised on an accruals basis in the Income Statement.

 

 Deferred taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the financial reporting 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 financial reporting 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 timing differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise.

 

(h) Foreign currency translation

All transactions and income in foreign currencies are translated into sterling at the rates of exchange on the dates of such transactions or income recognition. Monetary assets and liabilities and financial instruments carried at fair value denominated in foreign currency are translated into sterling at the rates of exchange at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the Income Statement as either a capital or revenue item depending on the nature of the gain or loss.

 

 (i) Financial liabilities

Bank loans and overdrafts are measured at amortised cost. They are initially recorded at the proceeds received net of direct issue costs.

 

(j) Cash and cash equivalents

Cash comprises cash and demand deposits. Cash equivalents, which include bank overdrafts, are short term, highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

 

(k) Estimates and assumptions

The preparation of financial statements requires the Directors to make estimates and assumptions that affect items reported in the Balance Sheet and Income Statement. Although these estimates are based on management's best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company's actual results may ultimately differ from those estimates, possibly significantly.

 

The assumptions regarding the valuation of unquoted financial instruments are disclosed in note 2.
 

(l) Dividend payable

Final dividends payable to equity shareholders are recognised in the financial statements when they have been approved by shareholders and become a liability of the Company. Interim dividends payable are recognised in the period in which they are paid. The capital and revenue reserve may be used to fund dividend distributions.

 

(m) Treasury shares

Treasury shares are recognised at cost as a deduction from equity shareholders' funds. Subsequent consideration received for the sale of such shares is also recognised in equity, with any difference between the sale proceeds and the original cost being taken to share purchase reserve. No gain or loss is recognised in the financial statements on transactions in treasury shares.

 

 

2 Investments at fair value through profit and loss

 

 

 

 

 

 

 

 

 

2018

2017

 

 

(a) Summary of valuation

£'000

£'000

 

 

Analysis of closing balance:

 

 

 

 

UK quoted securities

41,505

37,320

 

 

Overseas quoted securities

425,318

477,074

 

 

Overseas unquoted securities

7,887

9,911

 

 

Total investments

474,710

524,305

 

 

 

 

 

 

 

(b) Movements during the year:

 

 

 

 

Opening balance of investments, at cost

365,331

337,903

 

 

Additions, at cost

115,687

120,538

 

 

Disposals, at cost

(79,778)

(93,110)

 

 

Cost of investments at 31 December

401,240

365,331

 

 

Revaluation of investments to fair value:

 

 

 

 

Opening balance of capital reserve - investments held

158,974

145,463

 

 

Unrealised (losses)/gains on investments held

(85,504)

13,511

 

 

Balance of capital reserve - investments held at 31 December

73,470

158,974

 

 

Fair value of investments at 31 December

474,710

524,305

 

 

 

 

 

 

 

(c) (Losses)/gains on investments in year (per Income Statement)

 

 

 

 

Gains on disposal of investments

31,478

53,862

 

 

Net transaction costs

(27)

-

 

 

Unrealised (losses)/gains on investments held

(85,504)

13,511

 

 

(Losses)/gains on investments

(54,053)

67,373

 

 

 

 

 

 

 

During the year, the Company incurred transaction costs on purchases totalling in aggregate £111,000 (2017: £122,000) and on disposals totalling in aggregate £73,000 (2017: £103,000). Following MiFID II, the Manager has rebated £74,000 in respect of transaction research costs for the year ended 31 December 2018,  and £83,000 in relation to prior periods. Transaction costs are recorded in the capital column of the Income Statement.

 

 

 

 

 

 

Classification of financial instruments

 

 

 

 

 

 

 

FRS 102 requires classification of financial instruments with in the fair value hierarchy be determined by reference to the source of inputs used to derive the fair value and the lowest level input that is significant to the fair value measurement as a whole. The classifications and their descriptions are below:

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

Level 2 investments are holdings in companies with no quoted prices. Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

 

 

 

 

 

 

 

 

 

 

 

The classification of the Company's investments held at fair value is detailed in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2018

31 December 2017

 

 

Level 1

Level 2*

Level 3

Total

Level 1

Level 2*

Level 3

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Investments at fair value through profit and loss

 

 

 

 

 

 

 

 

 

- Quoted

466,823

-

-

466,823

514,394

-

-

514,394

 

- Unquoted

-

-

7,887

7,887

-

-

9,911

9,911

 

 

466,823

-

7,887

474,710

514,394

-

9,911

524,305

 

 

 

 

 

 

 

 

 

 

 

*Level 2 investments are holdings in companies with no quoted prices.

 

 

 

 

 

 

 

 

 

 

 

The movement on the Level 3 unquoted investments during the period is shown below:

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017 

 

 

 

 

 

 

£'000

 

£'000

 

 

 

 

 

Opening balance

9,911

 

10,858

 

 

 

 

 

Additions during the year

-

 

-

 

 

 

 

 

Disposals during the year

-

 

-

 

 

 

 

 

Valuation adjustments

(2,629)

 

-

 

 

 

 

 

Foreign exchange movement

605

 

(947)

 

 

 

 

 

Closing balance

7,887

 

9,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unquoted investments are valued using relevant financial data available on those investments and applying International Private Equity and Venture Capital guidelines. This includes, where appropriate, consideration of price of recent market transactions, earnings multiples, discounted cash flows, net assets and liquidity discounts. The value of the Company's holding in Ensyn has been valued in US dollars based on a full scenario model prepared by the Manager and translated into sterling using the applicable foreign exchange rate at the Company's year end. The main assumptions are (i) discount rates, (ii) exit values, (iii) exit times, (iv) probabilities of the scenarios. There was a further adjustment to the valuation of level 3 unquoted holdings post year-end, details of the adjustment can be found in note 18.

 

At the year end the Company held 4 unquoted companies of which 3 were valued at nil.

 

                                         

 

3 Income

 

 

 

 

 

 

2018

2017

Income from investments

£'000

£'000

Dividends from UK listed investments

793

660

Dividends from overseas listed investments

8,213

7,605

9,006

8,265

 

4     Fees and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

2017

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Investment management fees

1,098

3,293

4,391

1,083

3,248

4,331

 

Secretary and administrator fees

193

-

193

188

-

188

 

Depository and custody fees

177

-

177

158

-

158

 

Directors' fees

134

-

134

132

-

132

 

Directors' other costs

5

-

5

11

-

11

 

Broker retainer

53

-

53

7

-

7

 

Auditor's fees

28

-

28

29

-

29

 

Association of Investment Companies

21

-

21

20

-

20

 

Registrar's fees

51

-

51

49

-

49

 

Marketing fees

30

-

30

58

-

58

 

FCA and listing fees

34

-

34

39

-

39

 

Other expenses

28

-

28

67

-

67

 

 

754

-

754

758

-

758

 

Total expenses

1,852

3,293

5,145

1,841

3,248

5,089

                             

 

5     Directors' fees

 

 

 

Fees payable to the Directors effective 1 April 2018 were: £35,250 to the Chairman, £28,625 to the Chairman of the Audit Committee and £23,500 to the other Directors. Fees prior to that date were £34,500, £28,000 and £23,000 respectively. Employer's National Insurance upon the fees is included as appropriate in Directors' other employment costs under note 4.

 

 

6 Finance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

Revenue

Capital

Total

 

Revenue

Capital

Total

 

 

£'000

£'000

£'000

 

£'000

£'000

£'000

 

Interest charges

211

635

846

 

144

435

579

 

Direct finance costs

2

3

5

 

-

-

-

 

Total

213

638

851

 

144

435

579

 

                           

Facility arrangement costs amounting to £65,000 are amortised over the life of the facility.

7     Taxation

 

 

 

 

 

 

 

 

(a) Analysis of charge in the year:

 

 

 

 

 

 

 

 

 

2018

2017

 

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Overseas taxation

 

1,173

-

1,173

1,136

-

1,136

 

Taxation

 

1,173

-

1,173

1,136

-

1,136

 

 

 

 

 

 

 

 

 

 

(b) Factors affecting total tax charge for the year:

 

 

 

 

The effective UK corporation tax rate applicable to the Company for the year is 19.00% (2017: 19.25%). The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The standard rate UK corporation tax rate at 31 December 2018 was 19% (2017: 19%).

 

 

 

 

 

 

 

 

 

 

The differences are explained below:

 

 

 

 

 

 

 

 

 

 

 

2018

2017

 

 

 

 

 

 

 

£'000

£'000

 

Total (loss)/profit before tax per accounts

 

 

(51,930)

71,143

 

Effective corporation tax at 19.00% (2017: 19.25%)

 

 

(9,867)

13,695

 

Effects of:

 

 

 

 

 

 

 

 

Non-taxable UK dividend income

 

 

 

(151)

(127)

 

Non-taxable overseas dividend income

 

 

(1,561)

(1,464)

 

Movement in unutilised management expenses

 

978

979

 

Movement on non-trade relationship deficits

 

162

112

 

(Gains)/losses on investments not taxable

 

 

 

10,439

(13,195)

 

Overseas taxation

 

 

 

 

 

1,173

1,136

 

Total tax charge for the year

 

 

 

1,173

1,136

 

 

 

 

 

 

 

 

 

 

Investment companies which have been approved by the HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. Due to the Company's status as an Investment Trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.

 

 

 

 

 

 

 

 

 

 

(c) The Company has unrelieved excess management expenses and non-trade relationship deficits of £49,483,000 (2017: £43,587,000). It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised. The unrecognised deferred tax asset calculated using a tax rate of 17.00% (2017: 17.00%) amounts to £8,400,000 (2017: £7,410,000).

 

8 Return per share

 

Return per share is based on the net loss on ordinary activities after taxation of £53,103,000 comprising a revenue gain of £5,768,000 and a capital loss of £58,871,000 (2017: net gain of £70,007,000 comprising a revenue gain of £5,144,000 and a capital gain of £64,863,000) attributable to the weighted average of 180,054,314 (2017: 182,046,517) Ordinary Shares of 10p in issue (excluding Treasury shares) during the year.

 

There is no dilution to return per share as the Company has only Ordinary Shares in issue.

 

9 Dividends

 

 

 

 

 

 

2018

2017

 

£'000

£'000

Dividends reflected in the financial statements:

 

 

Final dividend paid for the year ended 31 December 2017 of 2.50p (2016: 1.95p)

4,501

3,530

Dividends not reflected in the financial statements:

 

 

Recommended dividend for the year ended 31 December 2018 of 3.0p (2017: 2.50p) per Ordinary Share

5,455

4,501

 

 

 

If approved at the AGM, the dividend will be paid on 28 May 2019 to shareholders on the register as at the close of business on 26 April 2019.

 

 

 

 

10    Creditors: Amounts falling due within one year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

2017

 

 

 

 

 

 

 

£'000

£'000

 

Finance costs payable

 

 

 

93

302

 

Accrued management fees

 

 

 

709

371

 

Other accrued expenses

 

 

 

129

508

 

Purchases awaiting settlement

 

 

-

204

 

Total

 

 

 

 

 

931

1,385

 

11 Bank loan and credit facility

 

 

 

 

 

 

 

 

2018

2017

 

 

£'000

£'000

 

Bank loan

 

 

 

Credit facility-between one and two years

-

29,442

 

Bank loans-between two and five years

30,691

-

 

 

 

 

 

During the year, the Company terminated the multi-currency revolving credit facility with The Royal Bank of Scotland plc and refinanced by entering into five-year fixed-rate multi-currency USD 20 million and GBP 15 million loans with Scotiabank Europe plc ("Scotiabank"). At the year end, the Company had loans of US$20,000,000 (2017: US$19,000,000) and £15,000,000 (2017: £15,042,000) from the facility. The loans expire on 6 September 2023.

 

Interest is payable on the loans at the rate of 2.910% per annum in respect of the GBP loan and at the rate of 4.504% per annum in respect of the USD loan.

 

 

 

 

 

The Company also has a GBP 20 million multi-currency revolving credit facility with Scotiabank, of which £2.5 million is committed and nil was drawn down at the Company's year end. The facility expires on 6 September 2023.

 

 

 

 

 

As at 31 December 2018, the Company's loans outstanding aggregated to £30,691,000, with a breakdown of the loan as follows.

 

 

 

 

 

 

Loan currency

 

 

Currency of loan

amount

£'000

 

GBP loan

15,000,000

15,000

 

USD loan

20,000,000

15,691

 

 

 

30,691

 

 

 

 

 

12 Share capital

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December 2018

As at 31 December 2017

 

 

 

Authorised, issued and fully paid

 

Authorised, issued and fully paid

 

 

Number

£'000

Number

£'000

 

Ordinary Shares of 10p:

 

 

 

 

 

Opening balance

225,737,355

22,574

236,820,604

23,682

 

Shares bought back in the year

-

-

(11,083,249)

(1,108)

 

Closing balance

225,737,355

22,574

225,737,355

22,574

 

 

 

 

 

 

 

At the year end 45,448,109 (2017: 45,698,109) of the above Ordinary Shares were held in Treasury. The number of shares in issue (excluding shares held in Treasury) as at 31 December 2018 was 180,289,246 Ordinary Shares (2017: 180,039,246).

 

 

 

 

 

 

Ordinary Share buybacks and Sales of shares from treasury

 

 

 

 

During the year, the Company sold 250,000 Ordinary Shares from treasury (2017:  the Company bought back for cancellation 11,083,249) for an aggregate proceeds of £660,000 (2017: cost of £24,825,000).

 

Since the year end a further 1,550,000 Ordinary Shares have been sold from treasury.

 

Other than in respect of shares held in treasury there are no restrictions on the transfer of Ordinary Shares, nor are there any limitations or special rights associated with the Ordinary Shares.

 

 

 

 

 

 

13     Capital reserve

 

 

 

 

 

 

 

Disposal of investments

 

 

 

 

2018

2017

 

 

£'000

£'000

 

Opening balance

195,498

144,146

 

Gains on disposal of investments

31,478

53,862

 

Net transaction costs

(27)

-

 

Net foreign exchange (loss)/gain

(887)

1,173

 

Investment management fees charged to capital

(3,293)

(3,248)

 

Finance costs charged to capital

(638)

(435)

 

Balance at 31 December

222,131

195,498

 

 

 

 

 

Investments held

 

 

 

 

2018

2017

 

 

£'000

£'000

 

Opening balance

158,973

145,462

 

Movement in revaluation of investments held

(85,504)

13,511

 

Balance at 31 December

73,469

158,973

 

Capital reserve balance at 31 December

295,600

354,471

 

                                   

 

14 Net asset value per Ordinary Share

 

Net asset value per Ordinary Share is based on net assets of £449,963,000 (2017: £506,907,000) divided by 180,289,246 (2017: 180,039,246) Ordinary Shares in issue (excluding shares held in Treasury) at the Balance Sheet date.

There is no dilution to net asset value per Ordinary Share as the Company has only Ordinary Shares in issue.

 

The below table is a reconciliation between the NAV per Ordinary Share as at 31 December 2018 announced on the London Stock Exchange on 2 January 2019 and the NAV per Ordinary Share as at 31 December 2018 disclosed in these financial statements.

 

 

 

NAV per Ordinary Share as at the financial year end as published on

 

 

2 January 2019

251.00p

 

Revaluation adjustments - Ensyn revaluation

(1.46)p

 

Other adjustments

0.04p

 

NAV per share as disclosed in these financial statements

249.58p

 

 

 

 

15 Related party transactions

 

 

 

 

 

 

 

 

 

Details of the management contract can be found in the Directors' Report contained in the Annual Report and Accounts. Fees payable to the Manager are detailed in note 4; the relevant amount outstanding as an accrual at the year end was £709,000 (2017: £371,000). Since 1 January 2018, the Manager has agreed to rebate commission which relates to research fees to the Company with such amount disclosed in note 2. The directors' fees are disclosed in note 5 and the Directors' shareholdings are disclosed in the Directors' Remuneration Implementation Report in the Annual Report and accounts.

 

 

 

 

 

 

The Manager's group has a holding in Ensyn. The Manager has procedures in place to mitigate any conflicts of interest from this investment.

 

 

 

 

 

 

               

16 Financial risk management

 

As an investment trust, the Company invests in equities and un-quoted equities for the long-term so as to enable investors to benefit from growth in the markets for cleaner or more efficient delivery of basic services of energy, water and waste, as stated in the Company's investment objective. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company's net assets or a reduction of the profits available for dividends. These risks, include market risk (comprising currency risk, interest rate risk, and other price risk), credit risk and liquidity risk and the Directors' approach to the management of them are set out below. These metrics are monitored by the AIFM.

The objectives, policies and processes for managing the risks, and the methods used to measure the risks, are set out below.

 

Market risks

 

 

 

 

 

 

 

 

 

The potential market risks are (i) currency risk, (ii) interest rate risk, and (iii) other price risk. Each is considered in turn below.

 

 

 

 

 

 

 

 

 

 

 

(i) Currency risk

 

 

 

 

 

 

 

 

 

The Company invests in global equity markets and therefore is exposed to currency risk as it affects the value of the shares in the base currency. These currency exposures are not hedged. The Manager monitors currency exposure as part of its investment process. Currency exposures for the Company as at 31 December 2018 are detailed in the table at the end of this note.

 

 

 

 

 

 

 

 

 

 

 

Currency sensitivity

 

 

 

 

 

 

 

 

 

The below table shows the strengthening/(weakening) of sterling against the local currencies over the financial year for the Company's financial assets and liabilities held at 31 December 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

2017

 

 

 

 

 

 

 

 

%change1

%change1

 

Australian Dollar

 

 

 

 

 

 

(4.5%)

1.2%

Canadian Dollar

 

 

 

 

 

 

(2.5%)

2.0%

Danish Krone

 

 

 

 

 

 

0.8%

(3.8%)

Euro

 

 

 

 

 

 

1.0%

(3.9%)

Hong Kong Dollar

 

 

 

 

 

 

5.5%

10.4%

Indian Rupee

 

 

 

 

 

 

(2.8%)

3.0%

Japanese Yen

 

 

 

 

 

 

8.2%

5.7%

Korean Won

 

 

 

 

 

 

1.7%

(3.1%)

Norwegian Krone

 

 

 

 

 

 

0.4%

4.0%

Swedish Krona

 

 

 

 

 

 

(2.3%)

(1.4%)

Swiss Franc

 

 

 

 

 

 

4.9%

4.8%

Taiwanese Dollar

 

 

 

 

 

 

2.8%

0.7%

Thai Baht

 

 

 

 

 

 

6.5%

(0.4%)

US Dollar

 

 

 

 

 

 

5.8%

9.6%

 

 

 

 

 

 

 

 

 

 

1Percentage change of Sterling against local currency from 1 January 2018 to 31 December 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Based on the financial assets and liabilities at 31 December 2018 and all other things being equal, if sterling had strengthened or weakened against the local currencies by 10%, the absolute impact on the profit after taxation for the year ended 31 December 2018 and the Company's net assets at 31 December 2018 would have been as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

2017

 

 

 

 

 

 

 

 

Potential effect

Potential effect

 

 

 

 

 

 

 

 

£'000

£'000

 

Australian Dollar

 

 

 

 

 

 

1,497

1,542

 

Canadian Dollar

 

 

 

 

 

 

314

565

 

Danish Krone

 

 

 

 

 

 

425

368

 

Euro

 

 

 

 

 

 

9,359

9,677

 

Hong Kong Dollar

 

 

 

 

 

 

3,229

3,919

 

Indian Rupee

 

 

 

 

 

 

818

1,018

 

Japanese Yen

 

 

 

 

 

 

1,431

1,814

 

Korean Won

 

 

 

 

 

 

1,046

1,015

 

Norwegian Krone

 

 

 

 

 

 

1,454

1,269

 

Swedish Krona

 

 

 

 

 

 

1,005

855

 

Swiss Franc

 

 

 

 

 

 

592

1,027

 

Taiwanese Dollar

 

 

 

 

 

 

1,275

1,223

 

Thai Baht

 

 

 

 

 

 

739

705

 

US Dollar

 

 

 

 

 

 

20,834

23,701

 

Total

 

 

 

 

 

 

44,018

48,698

 

 

 

 

 

 

 

 

 

 

 

(ii) Interest rate risk

 

 

 

 

 

 

 

 

 

With the exception of cash, no significant interest rate risks arise in respect of any current asset. The Company, generally, does not hold significant cash balances, with short-term borrowings being used when required. Cash held as a current asset is sterling and is held at the variable interest rates of the custodian. Movement in interest rates will not materially affect the Company's income and as such no sensitivity analysis is required.

 

The Company had two bank loans in place during the year. The loan interest on the current loans is based on a fixed rate as such no sensitivity analysis is required.

 

 

(iii) Other price risk

 

 

 

 

 

 

 

 

 

The principal price risk for the Company is the price volatility of shares that are owned by the Company. The Company is well diversified across different sub-sectors and geographies and has a volatility level similar to global stock market indices such as the MSCI ACWI Index to which the Company has had an  annualised tracking error of 7.0% over the ten year period to 31 December 2018. The historic 3-year (annualised) volatility of the Company to 31 December 2018 is 12.1%.

 

At the year end the Company held investments with an aggregate market value of £474,710,000 (2017: £524,305,000). All other things being equal, the effect of a 10% increase or decrease in the share prices of the investments held at the year end would have been an increase or decrease of £47,471,000 (2017: £52,430,500) in the profit after taxation for the year ended 31 December 2018 and the Company's net assets at 31 December 2018.

 

 

 

 

 

 

 

 

 

 

 

Overall sensitivity

 

 

 

 

 

 

 

 

 

This model uses the Parametric VaR methodology to estimate the maximum expected loss from the portfolio held at 31 December 2018 over 1 day, 5 day, 10 day and 21 day at a particular confidence level (1 in 20 and 1 in 100 possible outcomes). The results of the analysis are shown below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

Expected as percentage at limit

2017

Expected as percentage at limit

 

 

 

 

 

1 in 100 (99%)

 

1 in 20 (95%)

1 in 100 (99%)

 

1 day return

 

 

 

1.19

1.68

 

1.0

1.4

 

5 day return

 

 

 

2.65

3.75

 

2.2

3.1

 

10 day return

 

 

 

3.75

5.30

 

3.1

4.4

 

21 day return

 

 

 

3.56

7.87

 

4.6

6.5

 

 

 

 

 

 

 

 

 

 

 

The above analysis has been based on the following main assumptions:

 

• The distribution of share price returns will be the same in the future as they were in the past.

 

• The portfolio weightings will remain as they were at 31 December 2018.

 

The above results suggest, for example, that there is a 5% or less chance of the NAV falling by 2.65% or more over a 5 day period. Similarly, there is a 1% or less chance of the NAV falling by 1.68% or more on any given day.

 

 

 

Credit risks

 

BNP Paribas Securities Services (the 'Depositary') has been appointed as custodian and depositary to the Company.

 

 

Cash at bank at 31 December 2018 included £6,365,000 (2017: £12,859,000) held in its bank accounts at the Depositary. The Company also held £116,000 (2017: 195,000) in its accounts with The Royal Bank of Scotland plc. The Board has established guidelines that, under normal circumstances, the maximum level of cash to be held at any one bank should be the lower of i) 5% of the Company's net assets and ii) £15 million. These are guidelines and there may be instances when this amount is exceeded for short periods of time.

 

 

Substantially all of the assets of the Company at the year end were held by the Depositary or sub-custodians of the Depositary. Bankruptcy or insolvency of the Depositary or its sub-custodians may cause the Company's rights with respect to securities held by the Depositary to be delayed or limited. The Depositary segregates the Company's assets from its own assets and only uses sub-custodians on its approved list of sub-custodians. At the year end, the Depository held £466,823,000 in respect of quoted investments.

 

The credit rating of Depositary was reviewed at the time of appointment and is reviewed on a regular basis by the Manager and/or the Board.

 

 

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be low as trading is almost always done on a delivery versus payment basis.

 

 

There is credit risk on dividends receivable during the time between recognition of the income entitlement and actual receipt of dividend.

 

 

 

 

 

 

 

 

 

 

 

Liquidity risks

 

 

 

 

 

 

 

 

 

The Company invests in a range of global equities with different market capitalisations and liquidities and therefore needs to be conscious of liquidity risk. The Manager monitors the liquidity risk by carrying out a 'Maturity Analysis' of the Company's listed equities based on the 30 Day Average Liquidities of each investment and assuming 15% of the daily traded volume.

 

As shown in the quantitative analysis below, on 31 December 2018, 4.2% of the portfolio by value (excluding unquoted investments) might have taken more than three months to be realised.

 

 

 

 

 

 

 

 

 

 

 

Quantitative disclosures

 

 

 

 

 

 

 

 

As described above, the Manager has carried out a maturity analysis of the Company's quoted investments at 31 December 2018 and the results for different time bands are reported as follows:

 

 

 

 

 

 

 

 

 

 

 

Percentage of portfolio by value that could be liquidated in one week

 

 

72.0%

 

Percentage of portfolio by value that could be liquidated in one month

 

 

91.5%

 

Percentage of portfolio by value that could be liquidated in three months

 

 

95.8%

 

Percentage of portfolio by value that could be liquidated in one year

 

 

 

 97.8%

 

 

 

 

 

 

 

 

 

 

 

The Company may invest up to 10% of its net assets into pre-IPO investments which are possible candidates for flotation. At the year end the Company held investments in 4 unquoted companies with an aggregate total value of £7,887,000 (2017: £9,911,000); these investments have been valued at fair value at the year end.

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities by maturity at the year end are shown below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2018

 2017

 

 

 

 

 

 

 

 

 £'000

 £'000

 

Less than one year

 

 

 

 

 

 

1,908

30,827

 

Between one and five years*

 

 

 

 

 

34,104

-

 

 

 

 

 

 

 

 

36,012

30,827

 

*Bank loans.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets and liabilities

 

All liabilities carrying amount approximates fair value.

 

The Company's financial assets and liabilities at 31 December 2018 comprised:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2018

 2017

 

 

 

 

Interest bearing

Non-interest bearing

Total

Interest bearing

Non-interest bearing

Total

 

 

 

 

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 

Investments

 

 

 

 

 

 

 

 

 

Australian Dollar

 

 

-

14,968

14,968

-

15,416

15,416

 

Canadian Dollar

 

 

-

3,139

3,139

-

5,653

5,653

 

Danish Krone

 

 

-

4,254

4,254

-

3,675

3,675

 

Euro

 

 

-

93,593

93,593

-

96,772

96,772

 

Hong Kong Dollar

 

 

-

32,291

32,291

-

39,193

39,193

 

Indian Rupee

 

 

-

8,179

8,179

-

10,180

10,180

 

Japanese Yen

 

 

-

14,310

14,310

-

18,141

18,141

 

Korean Won

 

 

-

10,462

10,462

-

10,150

10,150

 

Norwegian Krone

 

 

-

14,539

14,539

-

12,689

12,689

 

Sterling

 

 

-

34,537

34,537

-

37,320

37,320

 

Swedish Krona

 

 

-

10,050

10,050

-

8,554

8,554

 

Swiss Franc

 

 

-

5,918

5,918

-

10,268

10,268

 

Taiwanese Dollar

 

 

-

12,749

12,749

-

12,232

12,232

 

Thai Baht

 

 

-

7,386

7,386

-

7,054

7,054

 

US Dollar

 

 

-

208,335

208,335

-

237,008

237,008

 

 

 

 

-

474,710

474,710

-

524,305

524,305

 

Cash at bank

 

 

 

 

 

 

 

 

 

Floating rate - £ sterling

 

6,481

-

6,481

13,054

-

13,054

 

Short term debtors

 

 

-

394

394

-

375

375

 

Short term creditors

 

 

-

(931)

(931)

-

(1,385)

(1,385)

 

Long term creditors

 

 

(30,691)

-

(30,691)

(29,442)

-

(29,442)

 

 

 

 

(24,210)

474,173

449,963

(16,388)

523,295

506,907

 

 

 

 

 

 

 

 

 

 

 

Capital management

 

 

 

 

 

 

 

 

 

The Company considers its capital to consist of its share capital of Ordinary Shares of 10p each, its distributable reserves and its bank loan.

 

 

At 31 December 2018 there were 225,737,355 Ordinary Shares in issue (of these shares 45,448,109 were held in Treasury at the year end). (2017: 225,737,355 Ordinary Shares were in issue of these shares 45,698,109 were held in Treasury.)

 

 

The Company has a stated discount control policy. The Manager and the Company's broker monitor the demand for the Company's shares and the Directors review the position at Board meetings. Further details on share issues during the year and the Company's policies for issuing further shares and buying back shares (including the Company's discount control policy) can be found in the Directors' Report.

 

 

The Company did not buy back shares during the year (2017: The Company bought back 11,083,249 Ordinary Shares).

 

 

Use of distributable reserves is disclosed in note 17.

 

 

The Company's policy on borrowings is detailed in the Directors' Report.

 

The Company does not have any externally imposed capital requirements.

 

                                           

 

17 Distributable reserves

 

The Company's distributable reserves consist of the Share purchase reserve, Capital reserve attributable to realised profits and Revenue reserve.

 

The Company currently pays dividends from the Revenue reserve. Share buybacks are funded from the Share purchase reserve.

 

18 Post Balance sheet events

 

 

 

There have been two post balance events since 31 December 2018 reducing the valuation of the Company's holding in Ensyn. Part of that reduction has been reflected in the NAV as at 31 December 2018 in this Annual Report as an adjusting event (see note 2 page 42).The reason for this adjustment is also explained in more detail in the Manager's report. In addition, a further reduction of £1.9 million was made to the NAV on 18 January 2019 to reflect the valuation impact of Ensyn's circumstances at that date. These events are outlined in the table below.

 

£'000

Ensyn valuation at 1 January 2018

9,911

Foreign exchange movement to 31 December 2018

605

Ensyn valuation at 31 December 2018 prior to adjusting event

10,516

First write down on 9 January 2019 (adjusting event)

(2,629)

Ensyn valuation at 31 December 2018 after adjusting event

7,887

Second write down on 18 January 2019 (non-adjusting event)

(1,873)

Foreign exchange movement from 1 Jan 2019 to 31 Mar 2019

(119)

Ensyn valuation at 31 March 2019

5,895

 

 

 

 

 

ALTERNATIVE PERFORMANCE MEASURES

 

 

 

 

 

 

 

 

 

 

Discount

 

 

 

 

 

The amount, expressed as a percentage, by which the share price is less that the Net Asset Value per Ordinary Share. There is no calculation of discount shown as the Company's Ordinary Shares were trading at a premium at the year end.

 

 

 

 

 

 

 

Gearing

 

 

 

 

 

A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common method of gearing.

 

 

 

 

 

 

 

 

 

 

 

As at 31 December 2018

 

 

 

 

 

 

 

Total assets less cash/cash equivalents (£'000)

 

a

 

475,104

 

Net assets (£'000)

 

b

 

449,963

 

 

 

 

 

 

 

Gearing (net)

 

(a÷b)-1

 

5.6%

 

 

 

 

 

 

 

Leverage

 

 

 

 

 

Under the Alternative Investment Fund Managers Directive ("AIFMD"), leverage is any method by which the exposure of an Alternative Investment Fund ("AIF") is increased through borrowing of cash or securities or leverage embedded in derivative positions.

Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the Company's positions after deduction of cash balances, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash balances and after certain hedging and netting positions are offset against each other.

 

 

 

 

 

 

 

Ongoing charges

 

 

 

 

 

A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.

 

 

 

 

 

 

 

For the year ended 31 December 2018

 

 

 

 

 

Average NAV (£'000)

 

a

 

496,369

 

Annualised expenses (£'000)

 

b

 

5,145

 

Ongoing charges

 

(b÷a)-1

 

1.04%

 

 

 

 

 

 

 

Premium

 

 

 

 

 

The amount, expressed as a percentage, by which the share price is more than the Net Asset Value per share.

 

 

 

 

 

 

 

 

 

 

 

As at 31 December 2018

 

NAV per Ordinary Share (p)

 

a

 

249.58

 

Share price (p)

 

b

 

253.00

 

Premium

 

(b-a)÷a

 

1.4%

 

 

 

 

 

 

 

Total return

 

 

 

 

 

A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends paid out by the Company into its Ordinary Shares on the ex-dividend date.

 

 

 

 

 

 

 

For the year ended 31 December 2018

 

 

Share price

NAV

 

Opening at 1 January 2018 (p)

a

 

256.50

281.55

 

Closing at 31 December 2018 (p)

b

 

253.00

249.58

 

Price movement (b÷a)-1

c

 

-1.4%

-11.4%

 

Dividend reinvestment

d

 

1.0%

0.6%

 

Total return

(c+d)

 

-0.4%

-10.8%

 

                     

 

Financial information

This announcement does not constitute the Company's statutory accounts.  The financial information for 2018 is derived from the statutory accounts for 2018, which will be delivered to the registrar of companies.  The statutory accounts for 2017 have been delivered to the registrar of companies.  The auditors have reported on the 2018 and 2017 accounts; their reports were unqualified and did not include a statement under Section 498(2) or (3) of the Companies Act 2006.

The Annual Report and Accounts for the year ended 31 December 2018 was approved on 4 April 2019.  It will be made available on the Company's website at www.impaxenvironmentalmarkets.co.uk.

The Annual Report and Accounts will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

This announcement contains regulated information under the Disclosure Guidance and Transparency Rules of the FCA.

Annual General Meeting

The Annual General Meeting will be held on 21 May 2019 at 2:00 p.m. at the office of Impax Asset Management Limited, 7th Floor, 30 Panton Street, London, SW1Y 4AJ

4 April 2019

 

Secretary and registered office:

PraxisIFM Fund Services (UK) Limited

3rd Floor, Mermaid House, 2 Puddle Dock, London, EC4V 3DB

 

Tel: 020 7653 9690


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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