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Rights and Issues Investment Trust PLC: Annual Report

Released 07:00 26-Feb-2019

Rights and Issues Investment Trust PLC (RIII)
Rights and Issues Investment Trust PLC: Annual Report

26-Feb-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


RIGHTS AND ISSUES INVESTMENT TRUST PLC

Annual Report & Accounts for the full year to 31 December 2018

 

Printed copies of the Annual Report will be sent to shareholders shortly. Additional copies may be obtained from the Corporate Secretary - Maitland Administration Services Limited, Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY.

 

The Annual General Meeting of the Company will be held at The Gridiron Building, 8th Floor, Number One Pancras Square, Pancras Road, King's Cross, London N1C 4AG on Tuesday 2nd April 2019 at 12 noon.

 

The Directors have proposed the payment of a final dividend of 21.0p per Income share which, if approved by shareholders at the forthcoming Annual General Meeting, will be payable on 4th April 2019 to shareholders whose names appear on the register at the close of business on 15th March 2019 (ex-dividend 14th March 2019).

 

The following text is copied from the Annual Report & Accounts.

 

INVESTMENT OBJECTIVE & POLICY

 

The Board's objective is to exceed the benchmark index over the long term whilst managing risk.

 

The Company invests in equities with an emphasis on smaller companies. UK smaller companies will normally constitute at least 80% of the investment portfolio. UK smaller companies include both listed securities and those quoted on the Alternative Investment Market ("AIM").

 

The investment portfolio will normally lie in the range of 80% to 100% of shareholders' funds and therefore gearing will normally be between -20% and 0%. As a result of the Alternative Investment Fund Managers Regulations 2013 it has been decided that the Company will not use gearing.

 

CAPITAL STRUCTURE

 

ISSUED SHARE CAPITAL (at 31st December 2018)

8,006,179 Income shares of 25p each.

 

INCOME ENTITLEMENT

Equal entitlement to dividends and other distributions.

 

CAPITAL ENTITLEMENT

Equal entitlement to the surplus assets.

 

VOTING

One vote per share.

 

PRICE (mid-market) (at 31st December 2018) 1970.00p.

 

DIVIDEND YIELD 1.60%.

 

DISCOUNT MANAGEMENT POLICY

On 7th December 2016, the Company implemented share buy-back arrangements to encourage the level of discount to be not more than 10%.

 

SHARE BUY BACKS

During the year, the Company has bought back for cancellation a total of 369,079 Income shares for a total consideration of £7.9m, representing 4.1% of the share capital of the Company at 7th December 2016.

 

DISCOUNT (at 31st December 2018) 6.99%.

 

RIGHTS AND ISSUES INVESTMENT TRUST PLC ('THE TRUST" or 'THE COMPANY") MAY BE LIQUIDATED AT ANY TIME, BUT THE BOARD OF DIRECTORS HAS INDICATED THAT IT IS NOT ITS PRESENT INTENTION TO DO SO PRIOR TO 25TH JULY 2021.

 

Note: The above is a summary of rights. For full information shareholders should refer to the Articles of Association.

 

HISTORIC RECORD

Year to

31st December

Net asset value per share

Net asset value per share

(Index 1984 = 100)

Net

dividend per Income share

FTSE All Share

Index

FTSE All Share Index (Rebased

1984 = 100)

1984

29.0p

100

3.80p

592.94

100

1990

75.4p

260

7.50p

1032.60

174

1995

175.0p

602

10.50p

1802.56

304

2000

473.9p

1631

25.50p

2983.81

503

2005

732.0p

2520

40.50p

2847.00

480

2010

776.4p

2673

25.50p

3094.41

522

2011

751.2p

2586

25.50p

2857.88

482

2012

962.0p

3312

26.75p

3093.41

522

2013

1382.5p

4759

40.00p*

3609.63

609

2014

1297.1p

4465

36.00p

3532.74

596

2015t

1595.6p

5492

36.00p

3444.26

581

2016

2002.2p

6892

52.50p*

3873.22

653

2017

2372.3p

8166

30.75p

4221.82

712

2018

2118.1p

7291

31.50p

3675.27

620

* Includes Special Dividend

From 2015 onwards the historic record is for the Company only and not the Group.

 

Note: Until 2016 net asset value per share is based on the Capital shares adjusted for the reconstruction (four Income shares for each Capital share). Thereafter, performance is based on the Income shares (the only remaining share class).

 

DIRECTORS AND ADVISERS

 

DIRECTORS

Dr D. M. BRAMWELL (Chairman)

D. M. BEST

Dr A. J. HOSTY

S. J. B. KNOTT

J. B. ROPER

 

REGISTERED OFFICE

Hamilton Centre

Rodney Way

Chelmsford CM1 3BY

 

WEBSITE

www.maitlandgroup.com/investment-trusts/rights-and-issues-investment-trust-plc

 

ADMINISTRATOR/SECRETARY

MAITLAND ADMINISTRATION SERVICES LTD

Hamilton Centre

Rodney Way

Chelmsford CM1 3BY

 

SOLICITORS

EVERSHEDS SUTHERLAND

One Wood Street

London EC2V 7WS

 

AUDITOR

BEGBIES

9 Bonhill Street

London EC2A 4DJ

 

REGISTRARS

LINK MARKET SERVICES LTD

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

 

BROKERS

STOCKDALE SECURITIES LTD

100 Wood Street

London EC2V 7AN

 

BANKERS/CUSTODIAN

HSBC BANK PLC

London EC2P 2BX

 

REGISTRATION DETAILS

Company Registration Number: 00736898 (Registered in England)

SEDOL number: 0739207

ISIN number: GB0007392078

London Stock Exchange (EPIC) Code: RIII

Global Intermediary Identification Number (GIIN): I2ZVNY.99999.SL.826

Legal Entity Identifier (LEI): 2138002AWAM93Z6BP574

 

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the fifty-sixth Annual General Meeting of the members of Rights and Issues Investment Trust Public Limited Company will be held in the Gridiron Building, 8th Floor, Number One Pancras Square, Pancras Road, King's Cross, London N1C 4AG, on 2nd April 2019, at 12 noon, for the following purposes:

 

ORDINARY BUSINESS

1.     To receive the audited financial statements and Reports of the Directors and Auditor for the year ended 31st December 2018.

2.     To approve the Annual Report on Directors' Remuneration, set out on pages 21 to 26 (excluding the restated Remuneration Policy on pages 24 and 25), for the financial year ended 31st December 2018.

3.     To approve the payment of a final dividend of 21.0 pence per Income share for the financial year ended 31st December 2018.

4.     To re-elect Dr D. M. Bramwell as a Director.

5.     To re-elect D. M. Best as a Director.

6.     To re-elect Dr A. J. Hosty as a Director.

7.     To re-elect S. J. B. Knott as a Director.

8.     To re-elect J. B. Roper as a Director.

9.     To reappoint Begbies as Auditor and authorise the Directors to determine the Auditor's remuneration.

 

SPECIAL BUSINESS

To consider and, if thought fit, pass resolutions 10 and 11 as Special Resolutions:

10. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies Act 2006) of Income shares, provided that:

10.1 the maximum aggregate number of Income shares hereby authorised to be purchased shall be 1,196,769 (representing approximately 14.99% of the Income shares in issue on 21st February 2019);

10.2 the minimum price (exclusive of expenses) which may be paid for an Income share is 25 pence;

10.3 the maximum price (exclusive of expenses) which may be paid for an Income share is not more than the higher of (i) an amount equal to 105% of the average market value of the Income shares for the five business days immediately preceding the day on which the Income share is purchased; and (ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange when the purchase is carried out, or such other amount as may be specified by the FCA from time to time;

10.4 the authority hereby conferred will expire at the conclusion of the Annual General Meeting of the Company in 2020 unless such authority is renewed prior to such time; and

10.5 the Company may make a contract to purchase Income shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Income shares pursuant to any such contract; provided that all Income shares purchased pursuant to this authority shall be cancelled or transferred into treasury immediately upon completion of the purchases.

11. THAT the Company's Income shares be renamed Ordinary shares and the draft new articles of association produced to the meeting and initialled for identification by the Chairman be adopted in substitution for and to the exclusion of all previous articles of association.

 

By Order of the Board,

MAITLAND ADMINISTRATION SERVICES LTD Secretary, 25th February 2019

 

Notes:

1.    Any shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend and to vote instead of the shareholder. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's registrars. Please also indicate by ticking the box provided if the proxy instructions are one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Completion and return of a form of proxy will not preclude a shareholder from attending and voting at the meeting in person, should he subsequently decide to do so.

2.     The right to appoint a proxy does not apply to persons whose Income shares in the Company (the "Shares") are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the Shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the Shares as to the exercise of voting rights.

3.     In order to be valid, a form of proxy, which is provided with this notice, and a power of attorney or other authority under which it is signed, or certified by a notary or office copy of such power or authority, must reach the Company's registrars, Link Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU not less than 48 hours (excluding any part of a day which is a non-working day) before the time of the meeting or of any adjournment of the meeting. A form of proxy is enclosed with this notice.

4.     CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

5.     In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company's agent, Link Market Services (whose CREST ID is RA10) by the specified latest time(s) for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed.

6.    The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. A register showing the interests of each Director and their connected persons, so far as they are aware, in the Income shares will be available for inspection at the offices of the Company Secretary, Maitland Administration Services Limited, Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY, during normal business hours every weekday except Saturdays, from the above date to the day preceding that of the general meeting. It will also be available for inspection at the place of the meeting for 15 minutes prior to the general meeting and during the meeting. Apart from the Investment Director, there are no contracts of service existing between the Company and any of the Directors.

7. Any shareholder attending the general meeting is entitled, pursuant to section 319A of the Companies Act 2006, to ask any question relating to the business being dealt with at the meeting. The Company will answer any such questions unless:

i.     to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

ii.   the answer has already been given on a website in the form of an answer to a question; or

iii.  it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

From the date of this notice and for the following two years the following information will be available on the Company's website and can be accessed at www.maitlandgroup.com/investment-trust/rights-and-issues-investment-trust-plc:

i.     the matters set out in this notice of general meeting;

ii.   the total numbers of Shares in respect of which shareholders are entitled to exercise voting rights at the meeting; and

iii.  the totals of the voting rights that shareholders are entitled to exercise at the meeting in respect of the Shares.

8. Any shareholders' statements, shareholders' resolutions and shareholders' matters of business received by the Company after the date of this notice will be added to the information already available on the website as soon as reasonably practicable and will also be made available for the following two years.

9. Where a poll is taken at the general meeting, from the date of this notice and for the following two years the following information will be available on the Company's website and can be accessed at www.maitlandgroup.com/investment-trust/rights-and-issues-investment-trust-plc::

i.     the date of the general meeting;

ii.   the text of the resolution or, as the case may be, a description of the subject matter of the poll;

iii.  the number of votes validly cast;

iv.  the proportion of the Company's issued share capital represented by those votes;

v.   the number of votes cast in favour;

vi.  the number of votes cast against; and

vii. the number of abstentions (if counted).

10. In order to attend and vote at this meeting you must comply with the procedures set out in notes 1 to 3 by the time specified in note 3.

11. The right of shareholders to vote at the meeting is determined by reference to the register of shareholders. As permitted by section 360B(3) of the Companies Act 2006 and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold Shares in uncertificated form) must be entered on the Company's share register at close of business on 29th March 2019 in order to be entitled to attend and vote at the meeting. Such shareholders may only cast votes in respect of Shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

12. The total number of Income shares of 25p in issue as at 21st February 2019, the last practicable day before printing this document, was 7,983,785 Shares and the total level of voting rights was 7,983,785.

 

CHAIRMAN'S STATEMENT

Weakness in US tech stocks have led to a very sharp correction in equity markets since September and the FTSE All-Share Index declined by 12.9% in 2018.

 

The UK smaller company market was impacted with the FTSE Small Cap Index falling by 13.2%.

 

Your Company's portfolio was also affected with the net asset value of the Income shares down by 10.7% to 2118.1p.

 

The final income dividend proposed is 21.0p making 31.5p for the year, a 2.4% increase.

 

The share buy-back programme amounted to £7.9m in 2018. During the year, the average discount of Income shares to net asset value was 8.8% and therefore, in accordance with the Articles, no tender offer is required. The programme is again being extended for a further twelve months to February 2020.

 

With only weeks now left, Brexit remains uncertain and there is no clarity on the nature of the future relationship. This is now having discernible impacts on the UK economy.

 

Dr D. M. BRAMWELL
Chairman

25th February 2019

 

STRATEGIC REPORT

The Strategic Report is designed to provide information primarily about the Company's business and results for the year ended 31st December 2018 and should be read in conjunction with the Chairman's Statement on page 7.

 

STATUS

The Company is a self-managed investment trust. The Company is registered as an investment company as defined in section 833 of the Companies Act 2006 and operates as such. The Company is not a close company within the meaning of the provisions of the Corporation Tax Act 2010.

 

The Board has been approved by the Financial Conduct Authority to be a Small Registered Alternative Investment Fund Manager ("AIFM").
 

In the opinion of the Directors, the Company has conducted its affairs during the year under review, so as to qualify as an investment trust for the purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010 and continues to meet the eligibility conditions set out in section 1158 of the Corporation Tax Act 2010.

 

The Financial Conduct Authority rules in relation to non-mainstream pooled investments do not apply to the Company.

 

STRATEGY FOR MEETING THE OBJECTIVES

The Board's objective is to exceed the benchmark index over the long term whilst managing risk.

 

To achieve this objective, the Board continues with its long-term strategy of seeking out undervalued investments that have characteristics consistent with a matrix of criteria developed by the Investment Director. This is supported by the five-yearly review that addresses the above objective. The latest review was conducted in November 2015, which concluded that the continuation of the Company for the period until July 2021 was in the best interests of shareholders.

 

In pursuing its strategy, close attention is paid to the control of costs. Further information on this is contained in the Key Performance Indicators on page 9.

 

BUSINESS MODEL

There is a rigorous process of risk analysis at the level of the individual investment, based on the characteristics of the investee company. This controls the overall risk profile of the investment portfolio, allowing a higher level of concentration in the investment portfolio.

 

The investment portfolio is then managed on a medium-term basis with a low level of investment turnover. This minimises transaction costs and ensures medium-term consistency of the investment approach.

 

The Company's investment activities are subject to the following limitations and restrictions:

 

The policy does not envisage hedging either against price or currency fluctuations. Whilst performance is compared against major UK indices, the composition of indices has no influence on investment decisions or the construction of the portfolio. As a result, it is expected that the Company's investment portfolio and performance will deviate from the comparator indices.

 

REVIEW OF THE BUSINESS

A review of the year and commentary on the future outlook is provided in the Chairman's Statement on page 7.

 

During the year under review, the assets of the Company were invested in accordance with the Company's investment policy.

 

During the year the Company's assets have decreased from £198.7m to £169.6m and at 31st December 2018 the net asset value was 2,118.1p per Income share.

 

KEY PERFORMANCE INDICATORS

The Board is provided with detailed information on the Company's performance at every Board meeting. Key Performance Indicators are:

     Shareholders' funds equity return compared to the FTSE All-Share Index (the Company's benchmark index).

     Dividends per Income share.

     Ongoing Charge (formerly titled the Total Expense Ratio).

 

Shareholders' funds equity return

In reviewing the performance of the Company, the Board monitors shareholders' funds in relation to the FTSE All-Share Index. During the year shareholders' funds decreased by 14.7% compared to a decrease of 12.9% by the FTSE All-Share Index. Over the five years ended 31st December 2018 shareholders' funds increased by 37% compared with a rise of 1.8% by the FTSE All-Share Index.

 

Dividends per Income share

The total dividend per Income share paid and proposed is 31.50p (2017: 30.75p).

 

Ongoing Charge

The Ongoing Charge shows the efficiency of control of management costs. The Ongoing Charge for the year ended 31st December 2018 was 0.48% (2017: 0.41%).

 

PRINCIPAL RISKS

The Board of Directors has a process for identifying, evaluating and managing the key risks of the Company. This process operated during the year and has continued to the date of this report. The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The Directors describe below those risks and how they are being managed or mitigated.

 

Investment in an individual smaller company inherently carries a higher risk than investment in an individual large company. In a diversified portfolio, the portfolio risk of a smaller company portfolio is only slightly greater than the portfolio risk of a large company portfolio. The Company manages a diversified portfolio. Additionally, the Company invests overwhelmingly in smaller UK listed and AIM traded companies and has no exposure to derivatives. The principal risks are therefore market price risk and liquidity risk. Further details on these risks and how they are managed may be found in Note 18 to the financial statements on page 45.

 

Additional key risks identified by the Company, together with the Board's approach in dealing with them are as follows:

 

Investment performance - The performance of the investment portfolio will deviate from the performance of the benchmark index. The Board's objective is to exceed the benchmark index over the long term whilst managing risk. The Board ensures that the Investment Director is managing the portfolio within the scope of the investment policy; the Board monitors the Company's performance against the benchmark; and the Board also receives detailed portfolio attribution analysis. The Board has a clearly defined investment philosophy and operates a diversified portfolio.

 

Share price discount - Investment trust shares often trade at discounts to their underlying net asset values. The Board monitors the level of the discount of the Income shares. On 7th December 2016, the Company implemented share buy-back arrangements to mitigate the risk of the discount increasing.

 

Loss of key personnel - The Investment Director is crucial to performance and the loss of the Investment Director could adversely affect performance in the medium term. The Board reviews its strategy for this risk annually.

 

Regulatory risk - The Company must abide by section 1158 of the Corporation Tax Act 2010 to maintain its investment trust status. This is achieved by the consistent investment policy and is monitored by the Board. The Board seeks assurance from the Administrator that the investment trust status is being maintained. The Board also reviews a schedule of regulatory risk items at its Board meetings in order to monitor and take action to address any regulatory changes.

 

Protection of assets - The Company's assets are protected by the use of an independent custodian, HSBC Bank plc, and the Board monitors the custodian to ensure assets remain protected. In addition, the Company operates clear internal controls to safeguard all assets.

 

Brexit - The risk associated with the decision of a majority of the UK electorate to leave EU membership ("Brexit") could be considerable for the UK and also for continental European countries. The links between the UK and the EU are wide-ranging and the future relationship remains unclear, creating conditions that could mean that markets react unpredictably to the uncertainty created. This risk is challenging to mitigate but the Investment Director is considering the Brexit risk for each investment in the portfolio based on its individual circumstances.

 

These and other risks facing the Company are reviewed regularly by the Audit and Compliance Committee and the Board.

 

VIABILITY

The Board reviews the performance and progress of the Company over five-year periods and uses these assessments, regular investment performance updates from the Investment Director and a continuing programme of monitoring risk to assess the future viability of the Company. The Directors consider that a period of five years is a reasonable time horizon to consider the viability of the Company. The Company also uses this period for its strategic planning. The following facts support the Directors' view of the viability of the Company:

     The Company has a liquid investment portfolio invested predominantly in readily realisable smaller UK-listed and AIM traded securities and has some short-term cash on deposit.

     The Company does not use gearing.

     Expenses of the Company are covered greater than four times by investment income.

In order to maintain viability, the Company has a robust risk control framework for the identification and mitigation of risk which is reviewed regularly by Board. The Directors also seek reassurance from suppliers that their operations are well managed and that they are taking appropriate action to monitor and mitigate risk.


CORPORATE AND SOCIAL RESPONSIBILITY

When investments are made, the primary objective is to achieve the best investment return while allowing for an acceptable degree of risk. In pursuing this objective, various factors that may impact on the performance are considered and these may include socially responsible investment issues.

 

As an investment trust, the Company has a limited impact on either environment or social and community issues. All printed material, wherever possible, is on recycled material. The Investment Director attempts to minimise the Company's carbon footprint.

 

The Company has no greenhouse gas emissions to report from its operations for the year to 31st December 2018 (2017: same). The Company does not purchase electricity, heat, steam or cooling for its own use nor does it have responsibility for any other emissions producing sources.

 

Of more importance is the conduct of the companies in the investment portfolio. The Company does not invest in companies which have significant adverse effect on the global environment and encourages those companies in which it has an investment to pursue responsible environmental policies.

 

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

 

COMPANY'S DIRECTORS AND EMPLOYEES

The number of directors and employees during the year was 5 (2017: 5).

 
2018
  2017  

 

Male

Female

Male

Female

Directors (non-executive)

4

0

4

0

Directors (executive)

1

0

1

0

Employees

0

0

0

0

 

The Directors have considered the Strategic Report and believe that taken as a whole it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance and strategy.

 

The Strategic Report was approved by the Board and signed on its behalf by:
 

S. J. B. Knott, Director
25th February 2019

 

REPORT OF THE DIRECTORS

The Directors have pleasure in submitting their fifty-sixth Annual Report, together with audited financial statements in respect of the year ended 31st December 2018.

 

DIRECTORS

The Directors who served during the year were as follows:

Dr D. M. Bramwell

Chairman

71 Years

He was Chairman of Intelek PLC.

D. M. Best

Chairman of Audit Committee

60 Years

He is a former Managing Director of YFM Group and former Group Financial Director of Peterhouse Group PLC.

Dr A. J. Hosty

Director

54 Years

He is a Director of Consort Medical PLC, RHI Magnesita N.V. and James Cropper PLC.

S. J. B. Knott

Investment Director

60 Years

He has been investment manager for more than 30 years.

J. B. Roper

Chairman of Nominations and Remuneration Committee 

68 years

He is a solicitor and former partner of Eversheds LLP specialising in corporate transactions.

The Company purchases liability insurance covering the Directors and Officers of the Company.

 

DIVIDENDS

The Board is recommending a final dividend of 21.0p per Income share (2017: 20.50p). If approved, taken together with the interim dividend of 10.50p per Income share (2017: 10.25p) this will result in a total dividend to the holders of Income shares for the year of 31.50p per Income share (2017: 30.75p).

 

SUBSTANTIAL SHAREHOLDINGS

The Company has received notification to 21st February 2019, in accordance with Chapter 5 of the Disclosure and Transparency Rules, of the following voting rights:

 

 

Income shares

% of voting

rights*

Dartmoor Investment Trust

742,892

8.24%

Henderson Global Investors

702,000

7.78%

Rathbone Brothers PLC

553,433

6.13%

S. J. B. Knott

488,111

6.03%

J. Knott

482,185

5.35%

CG Asset Management Ltd

441,200

4.89%

H. J. D. Knott

428,589

4.75%

P & J Allen

323,511

3.99%

* The percentage of voting rights is as at the time of the notification.

 

 

 

DISCLOSURE OF SECTION 414C (11) SCHEDULE 7 INFORMATION

The Company has chosen to set out in the Strategic Report all information relating to the above.

 

SECTION 992 COMPANIES ACT 2006 DISCLOSURES

Details of the Company's capital structure and voting rights are given on page 1 of this document and in Note 14 on page 43 of the financial statements.

 

CORPORATE GOVERNANCE

Full details are given in the Corporate Governance Statement on pages 14 to 17. The Corporate Governance Statement forms part of this Directors' Report.

 

SPECIAL BUSINESS AT THE ANNUAL GENERAL MEETING

The Notice of the Annual General Meeting to be held on 2nd April 2019 is set out on pages 4 to 6.

 

Share Buy Back Facility (resolution 10): The Board is seeking to renew the authority granted at the Annual General Meeting held on 26th March 2018 that authorises the Company to make market purchases of Income shares for cancellation. At the forthcoming Annual General Meeting the Directors will seek to renew this authority to buy back for cancellation up to 14.99% of Income shares in issue, representing 1,196,769 Income shares as at 21st February 2019. The authority will expire at the conclusion of the next Annual General Meeting of the Company in 2020 unless the authority is renewed. The Board considers this authority an important part of the Company's discount management policy. Stockdale, the Company's brokers, will be asked to continue the facilitation of these buy backs on the Company's behalf and in accordance with the relevant provisions of the Companies Act 2006 and Listing Rules.

 

Changing the name of Income shares to Ordinary shares and updating the Articles of Association (resolution 11): The Board is seeking approval to change the name of the Company's Income shares to call them Ordinary shares. As the Company only has one class of share and the investment strategy does not focus on income, the Board believes it would be clearer and good practice to change the name. It is also proposed that the shareholders adopt new articles of association, this is to update the references within the articles to reference Ordinary shares rather than Income shares. There are no changes to shareholders' underlying rights in respect of the shares and no other changes to the articles of association to bring to the attention of shareholders.

Recommendation: The Directors recommend that shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting, as they intend to do in respect of their own beneficial holdings; all resolutions are considered to be in the best interests of the Company and its members.

 

DIRECTORS' REMUNERATION REPORT

The Annual Report on Directors' Remuneration on pages 21 to 26 provides information on the Directors' remuneration and their interests in the share capital of the Company, together with details of their letters of appointment and memoranda of service.

 

ADMINISTRATION & SECRETARIAL AGREEMENT

The accounting, company secretarial and administrative services are provided by Maitland Administration Services Limited ("Maitland") under an agreement terminable by either party on not less than six months' notice. The services provided by Maitland are reviewed regularly by the Board.

 

DISCLOSURE OF INFORMATION TO AUDITOR

So far as each Director at the date of approval of this report is aware:

  • there is no relevant audit information of which the Company's Auditor is unaware; and
  • the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the Auditor is aware of that information.

 

GOING CONCERN

The Company's assets comprise mainly readily realisable equity securities and cash and the value of its assets is greater than its liabilities. Additionally, after reviewing the Company's budget including the current financial resources and projected expenses for the next 12 months and its medium-term plans, the Directors believe that the Company's resources are adequate for continuing in business for the foreseeable future. Accordingly, it is appropriate to continue to prepare the financial statements on a going concern basis.

 

GENERAL

No political contributions have been made during the year.

 

In accordance with section 489 of the Companies Act 2006, a resolution proposing the reappointment of Begbies as Auditor of the Company will be put to the Annual General Meeting.

 

The Directors' Report was approved by the Board and signed on its behalf by:

Dr D. M. Bramwell,

Chairman

25th February 2019

 

CORPORATE GOVERNANCE STATEMENT

 

AIC CODE & AIC GUIDE

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 that are of specific relevance to the Company.

 

The Board considers that reporting against the principles and recommendations of the AIC Code and by reference to the AIC Guide will provide better information to shareholders. However, as a self-managed investment trust company, not all of the provisions of the AIC Code are directly applicable to the Company. Full consideration has been given by the Board to the principles of good governance. In so far as they are applicable to a smaller self-managed investment trust, the Directors believe that they comply with the principles other than the following matter:

 

  • The Board had elected not to designate a senior independent non-executive Director, as it considers that each Director has different strengths and qualities on which they may provide leadership.

 

OPERATION OF THE BOARD OF DIRECTORS

The Directors of the Company, as shown on page 12, are Dr D. M. Bramwell, Mr D. M. Best, Dr A. J. Hosty, Mr S. J. B. Knott and Mr J. B. Roper. All directors served throughout the year under review. Their biographical details, also set out on that page, demonstrate a breadth of investment, commercial and professional experience.

 

The Board is collectively responsible for promoting the success of the Company. It deals with the important aspects of the Company's affairs, including the setting of parameters for, and the monitoring of investment strategy and the review of, investment performance. It reviews the share price and the discount or premium to net asset value. The Board sets limits on the size and concentration of new investments. The application of these and other restrictions, including those which govern the Company's tax status as an investment trust, are reviewed regularly at meetings of the Board.

 

The Board delegates all investment matters to the Investment Director but reserves to itself all decisions concerning unquoted investments. The Investment Director takes decisions as to the purchase and sale of individual investments and is responsible for effecting those decisions on the best available terms in accordance with the investment policy as stated on page 1.

 

The Chairman leads the Board and ensures that it deals effectively with all the aspects of its role. In particular, he ensures that the Administrator provides the Directors, in a timely manner, with management, regulatory and financial information that is clear, accurate and relevant. Representatives of the Administrator attend each Board meeting, enabling the Directors to seek clarification on specific issues or to probe further on matters of concern. Matters specifically reserved for decision by the full Board have been defined and there is an agreed procedure for Directors, in the furtherance of their duties, to take independent professional advice, if necessary, at the Company's expense.

 

The Directors, their roles and attendance records are as follows:

Directors

Role

Audit Committee

Nominations and Remuneration Committee

Board meetings attended

Committee meetings attended

Dr D. M. Bramwell

Chairman, non-executive

Yes

Yes

8

5

S. J. B. Knott

Chief Executive and Investment Director

No

No

8

0

D. M. Best

Non-executive

Chairman

Yes

8

5

Dr A. J. Hosty

Non-executive

Yes

Yes

8

3*

J. B. Roper

Non-executive

Yes

Chairman

8

5

* Dr A. J. Hosty has attended all three meetings since his appointment to the Committees.

 

INDEPENDENCE OF THE DIRECTORS

The Board of Directors, which includes four non-executive Directors, all of whom are considered to be independent, meets at least seven times a year to review the affairs of the Company. The Directors have reviewed their independence by reference to the AIC Code. The Directors have had no material connection other than as Directors of the Company. The Board is of the opinion that each of the non-executive Directors is independent in character and judgment and that there are no relationships or circumstances that are likely to affect their judgment. Dr D. M. Bramwell has now served on the Board for more than nine years and (along with the other Directors) will stand for election by the shareholders each year. The Board is firmly of the view, however, that length of service does not of itself impair a director's ability to act independently. As such, the Board considers Dr D. M. Bramwell to be independent but, in accordance with the Code, his role and contribution will be subject to particularly rigorous review.

 

CONFLICTS OF INTEREST

The Articles of Association reflect the codification of certain directors' duties arising from the Companies Act 2006 and in particular the duty for Directors to avoid conflicts of interest. The Board has put in place a framework in order for Directors to report conflicts of interest or potential conflicts of interest.

 

All Directors are required to notify the Company Secretary of any situations, or potential situations, where they consider that they have or may have a direct or indirect interest or duty that conflicts or may possibly conflict with the interests of the Company. The Board has considered that the framework worked effectively throughout the period since its adoption. Directors were also made aware that there remains a continuing obligation to notify the Company Secretary of any new situation that may arise, or any change to a situation previously notified. It is the Board's intention to continue to review all notified situations on a regular basis.

 

NOMINATIONS AND REMUNERATION COMMITTEE

The Committee oversees a formal review procedure and evaluates the overall composition of the Board from time to time, taking into account the existing balance of skills and knowledge. Its chairman is an independent non-executive Director. There are procedures for a new Director to receive relevant information on the Company together with appropriate induction. The Committee is satisfied that the Board and its Committees function effectively, both collectively and individually, and contain the appropriate balance of skills and experience to provide effective management.

 

Further details of the work of the Committee are given on page 21.

 

BOARD AND DIRECTOR EVALUATION

The Board reviews its performance on an annual basis. The review covers an assessment of how cohesively the Board, Audit Committee and Nominations and Remuneration Committee work as a whole, as well as the performance of the individuals within them.

 

The Chairman is responsible for performing this review. Mr D. M. Best, Dr A. J. Hosty and Mr J. B. Roper perform a similar role in respect of the performance of the Chairman. The evaluation confirmed that all Directors continue to be effective on behalf of the Company and committed to the role.

 

The Nominations and Remuneration Committee conducts an annual review of the Investment Director's performance. The review of the Investment Director's performance in 2018 was output-based, but had regard to all other relevant factors.

 

TENURE OF DIRECTORS

As in previous years, all Directors retire at each Annual General Meeting and, if appropriate, seek re-election. Being eligible, all Directors offer themselves for re-election. The Board considers that the Directors should be re-elected because they bring wide, current and relevant business experience that allows them to contribute effectively to the leadership of the Company. Following performance evaluation their performance continues to be effective and committed to the role.

 

Each non-executive Director has signed a letter of appointment to formalise the terms of his engagement as a non-executive Director (or there is a memorandum of such terms), copies of which are available on request and at the Company's Annual General Meeting. No Director is or was materially interested in any contract subsisting during or at the end of the year that was significant in relation to the Company's business.

 

No Director, apart from the Investment Director, has, or during the financial year had, a contract of service with the Company. The terms of the Investment Director's current basis of remuneration are detailed in the Directors' Remuneration Report on pages 21 to 26.

 

The Company is committed to ensuring that vacancies arising are filled by the best qualified candidates and recognises the value of diversity in the composition of the Board.

 

RISK MANAGEMENT AND INTERNAL CONTROL

The Board is fully aware of its duty to present a balanced and understandable assessment of the Company's position. It acknowledges its responsibility for the Company's system of internal financial controls and their effectiveness. The Board meets regularly and reviews performance against approved plans and forecasts. In addition, the day-to-day administration and accounting functions are carried out by the Administrator and reports are submitted regularly to the Board.

 

As part of the system of internal control, there is a process to identify, evaluate and manage the significant risks faced by the Company, which has been in place during the year under review and up to the date of approval of the financial statements. This has been reviewed by the Board, is in accordance with the guidelines in the AIC Code and is considered by the Board to be effective and fit for purpose. The system of risk analysis adopted by the Board is designed to manage rather than eliminate the risk of failure to achieve the investment objectives of the Company. It must be stressed that undertaking an acceptable degree of controlled risk is always necessary in the conduct of any investment trust if above average performance is to be achieved. For this reason, the process can only provide reasonable and not absolute assurance against loss.

 

AUDIT COMMITTEE

The Audit Committee is a formally constituted committee of the Board with defined terms of reference, which include its role and the authority delegated to it by the Board, and which are available at the Company's registered office and on the Company's website. Its specific responsibilities include reviewing the Company's annual and half yearly results, together with the supporting documentation.

 

Further details are given in the Report of the Audit Committee on pages 18 to 20.

 

REMUNERATION

The remuneration of the Investment Director is decided by the Nominations and Remuneration Committee. The Board considers that the interests of the Investment Director, who is himself a shareholder (see page 21), are aligned with those of other shareholders.

 

RELATIONS WITH SHAREHOLDERS

It is the Chairman's role to ensure effective communication with the Company's shareholders and it is the responsibility of the Board to ensure that satisfactory dialogue takes place, based on the mutual understanding of objectives.

 

The Investment Director maintains a regular dialogue with major shareholders and reports to the Board.

 

The Board considers that the Annual General Meeting should provide an effective forum for individual investors to communicate with the Directors. The Annual General Meeting is chaired by the Chairman of the Board. All the other Directors, including the Chairman of the Audit Committee, expect to be present at the meeting and the Investment Director will present a review of the significant investment positions.

 

RESPONSIBILITIES AS AN INSTITUTIONAL SHAREHOLDER

The Board has delegated authority to the Investment Director for monitoring the corporate governance of investee companies. The Board has delegated to the Investment Director responsibility for selecting the portfolio of investments within investment guidelines established by the Board and for monitoring the performance and activities of investee companies. On behalf of the Company the Investment Director carries out detailed research on investee companies and possible future investee companies through internally generated research. The research includes an evaluation of fundamental details such as financial strength, quality of management, market position and product differentiation. Other aspects of research include an appraisal of social, ethical and environmentally responsible investment policies.

 

The Board has delegated authority to the Investment Director to vote on behalf of the Company in accordance with the Company's best interests. The primary aim of the use of voting rights is to address any issues which might impinge on the creation of a satisfactory return from investments. The Company's policy is, where appropriate, to enter into engagement with an investee company in order to communicate its views and allow the investee company an opportunity to respond.

 

In such circumstances the Company would not normally vote against investee company management but would seek, through engagement, to achieve its aim. The Company would vote, however, against resolutions it considers would damage its shareholder rights or economic interests.

 

The Company has a procedure in place that where the Investment Director, on behalf of the Company, has voted against an investee company resolution, it is reported to the Board.

 

The Board considers that it is not appropriate for the Company, as a small self-managed investment trust, formally to adopt the UK Stewardship Code. However, many of the UK Stewardship Code's principles on good practice on engagement with investee companies are used by the Company, as described above.

 

STATEMENT OF COMPLIANCE

The Directors consider that during the year ended 31st December 2018 the Company has complied with all the relevant provisions set out in the AIC Code.

 

This Corporate Governance Statement was approved by the Board and signed on its behalf:

 

Dr D. M. Bramwell

Chairman

25th February 2019

 

REPORT OF THE AUDIT COMMITTEE

ROLE OF THE AUDIT COMMITTEE

The Audit Committee's main functions are as follows:

*            To monitor the internal financial control and risk management systems on which the Company is reliant.

*            To monitor the integrity of the half-year and annual financial statements of the Company by reviewing and challenging, where necessary, the actions and judgements of the Investment Director.

*            To meet the Auditor to review its proposed audit programme and the subsequent Audit Report, to review the effectiveness of the audit process and the levels of fees paid in respect of both audit and non-audit work.

*            To make recommendations to the Board in relation to the appointment, reappointment or removal of the Auditor and to negotiate its remuneration and terms of engagement on audit and non-audit work.

*            To monitor and review annually the Auditor's independence, objectivity, effectiveness, resources and qualification.

 

The Audit Committee meets at least twice each year and operates within defined terms of reference which are available at the Company's registered office and on the Company's website.

 

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises four independent non-executive Directors, at least one of whom has recent and relevant financial experience.

 

SIGNIFICANT ISSUES AND RISKS

In planning its own work and reviewing the audit plan of the Auditor, the Audit Committee takes account of the most significant issues and risks, both operational and financial, likely to impact upon the Company's Financial Statements.

 

The valuation of the investment portfolio is a significant risk factor; however, all investments can be verified against daily market prices.

 

A further significant risk control issue is to ensure that the investment portfolio accounted for in the financial statements reflects physical ownership of the relevant securities. The Company uses the services of an independent custodian, HSBC Bank PLC, to hold the assets of the Company. The investment portfolio is regularly reconciled to the custodian's records and that reconciliation is also reviewed by the Auditor.

 

The incomplete or inaccurate recognition of income in the financial statements are risks. Internal control systems, including frequent reconciliations, are in place to ensure income is fully accounted for. The Board is provided with information on the Company's income account at each meeting.

 

Financial statements issued by the Company need to be fair, balanced and understandable. The Audit Committee reviews the Annual Report as a whole and makes suitable recommendations to the Board.

 

The Company's half-yearly report is approved by the Audit Committee prior to publication and is also reviewed by the Auditor.

 

The Audit Committee assesses whether it is appropriate to prepare the Company's financial statements on a going concern basis and makes recommendations to the Board. The Board's conclusions are set out in the Report of the Directors.

 

INTERNAL CONTROLS

The Audit Committee is responsible for ensuring that suitable internal control systems to prevent and detect fraud and error are designed and implemented and is also responsible for reviewing the effectiveness of such controls. The Board 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 Report and is regularly reviewed. In particular it has reviewed and updated the process for identifying and evaluating the significant risks affecting the Company and the policies by which these are managed. The risks of failure of any such controls are identified in a risk assessment which identifies the likelihood and severity of the impact of such risks and the controls in place to minimise the probability of such risks occurring; the risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company's objectives. It should be recognised that such systems can only provide reasonable, but not absolute, assurance against material misstatement or loss. Equally, it must be stressed that undertaking an acceptable degree of controlled risk is always necessary in the conduct of any investment trust if above average performance is to be achieved.

 

The following are the key components which the Company has in place to provide effective internal control:

     The Board has agreed clearly defined investment criteria; reports on compliance therewith are regularly reviewed by the Board.

     The Board has a procedure to ensure that the Company can continue to be approved as an investment company by complying with section 1158 of the Corporation Tax Act 2010.

     The Administrator prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance.

     The performance of the Investment Director and any contractual agreements with other third party service providers, and adherence to them, are regularly reviewed.

     The Company does not itself have a whistleblowing policy in place. The Company delegates its administration to third party providers who have such policies in place.

 

The Audit Committee has reviewed the need for an internal audit function, but has concluded that, given the size of the organisation and the clear segregation of investment management and control of the assets, there is no need for such a function at the current time. The Audit Committee has also agreed to keep such a requirement under review.

 

EXTERNAL AUDIT PROCESS

The Audit Committee meets at least twice a year with the Auditor. The Auditor provides a planning report in advance of the annual audit, a report on the annual audit, and a report of its review of the half-year financial statements. The Committee has an opportunity to question and challenge the Auditor in respect of each of these reports; it also agrees the level and scope of materiality to be adopted in respect of the annual audit.

In addition, at least once a year, the Audit Committee has an opportunity to discuss any aspect of the Auditor's work with the Auditor in the absence of the Investment Director.

 

After each audit, the Audit Committee will review the audit process and consider its effectiveness.

 

AUDITOR ASSESSMENT AND INDEPENDENCE

The Company's Auditor is Begbies, which has been the Company's Auditor since 2006. Rotation of the Audit Partner takes place in accordance with Ethical Standard 3; "Long Association with the Audit Engagement" of the Auditing Practices Board ("APB").

 

The fees for audit purposes were £16,500 (2017: £15,000).

 

The Audit Committee has approved and implemented a policy on the engagement of the Auditor to supply non-audit services, taking into account the recommendations of the APB, and does not believe there is any impediment to the Auditor's objectivity and independence. All non-audit work to be carried out by the Auditor must be approved by the Audit Committee in advance.

 

The cost of non-audit services provided by the Auditor for the financial year ended 31st December 2018 was £5,400 (2017: £5,400). These non-audit services are related to the review of the interim accounts and tax compliance. The Committee believes Begbies is best placed to provide them on a cost-effective basis. The fees for non-audit services are not considered material in the context of the financial statements as a whole.

 

INDEPENDENCE

During the year the Committee reviewed the independence policies and procedures of Begbies, including quality assurance procedures. It was considered that those policies and procedures remained fit for purpose.

 

DISCLOSURE OF INFORMATION TO THE AUDITOR

It is the Company's policy to allow the Auditor unlimited access to its records. The Directors confirm that, so far as each of them is aware, there is no relevant audit information of which the Company's Auditor is unaware and they have taken all the steps which they should have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

 

CONCLUSION

The Audit Committee has reviewed the matters within its terms of reference and reports as follows:

     it has approved the financial statements for the year ended 31st December 2018;

     it has reviewed the effectiveness of the Company's internal controls and risk management;

     it has reviewed the need for a separate internal audit function;

     it has recommended to the Board that a resolution be proposed at the Annual General Meeting for the reappointment of the Auditor and it has considered the proposed terms of its engagement;

     it has satisfied itself as to the independence of the Auditor; and

     it has satisfied itself that the contents of the Annual Report are consistent with the financial statements.

 

D. M. Best, Director

Chairman, Audit Committee

25th February 2019

 

DIRECTORS' ANNUAL REMUNERATION REPORT

 

INTRODUCTION

This Report is submitted in accordance with the requirements of sections 420 to 422 of the Companies Act 2006 in respect of the year ended 31st December 2018. An ordinary resolution to approve this Report will be put to members at the forthcoming Annual General Meeting, but the Directors' remuneration is not conditional upon the resolution being passed.

 

The Company has a Nominations and Remuneration Committee, the terms of reference of which include annually reviewing and recommending to the Board the level of Directors' fees and remuneration. The full terms of reference are available at the Company's registered office and on the Company's website. The Committee is chaired by J. B. Roper and the other members are Dr D. M. Bramwell, D. M. Best and Dr A. J. Hosty.

 

DIRECTORS' REMUNERATION AS A SINGLE FIGURE (AUDITED)

Director

Salary and fees 2018

£

Annual bonuses 2018

 

Total for

2018

£

Salary and fees 2017

£

Annual bonuses 2017

£

Total for

2017

£

D. M. Best

21,000

-

21,000

20,000

-

20,000

Dr D. M. Bramwell (Chairman)

27,000

-

27,000

26,000

-

26,000

Dr A. J. Hosty

21,000

-

21,000

10,000

-

10,000

S. J. B. Knott (Executive)

319,500

-

319,500

268,500

45,000

313,500

J. B. Roper

21,000

-

21,000

20,000

-

20,000

Total

409,500

-

409,500

344,500

45,000

389,500

 

No payments of other types prescribed in the relevant regulations such as Long-term Incentive Plans ("LTIPs") or pensions and pension-related benefits were made.

 

No other remuneration or compensation was paid or payable by the Company during the year to any current or former Directors.

 

With effect from 1st January 2019 the fees payable to the Directors are as follows (previous rates are shown in brackets): Chairman £28,000 (£27,000), other non-executive Directors £22,000 (£21,000) and Investment Director/CEO (base salary excluding discretionary bonus) £319,500 (£319,500).

 

STATEMENT OF DIRECTORS' SHAREHOLDINGS AND SHARE INTERESTS (AUDITED)

The Company has not set any requirements or guidelines for the Directors to own Income shares in the Company. The beneficial interests of the Directors and their connected persons in the Income shares of the Company are shown in the table below.

 

Income shares

 

 

31st December 2018

31st December 2017

D. M. Best

-

-

Dr D. M. Bramwell (Chairman)

22,625

22,625

Dr A. J. Hosty

-

-

S. J. B. Knott (Executive)

488,111

477,000

J. B. Roper

-

 

No changes in the Directors' interests shown above have occurred since 31st December 2018.

 

PERFORMANCE GRAPH AND CEO REMUNERATION TABLE

The graph below illustrates the total shareholder return for the Income Shares relative to the FTSE All-Share Index. This has been used as the appropriate index as it is the Company's benchmark index.

 

CEO REMUNERATION TABLE

 

CEO Single Figure of Total Remuneration

£

Annual Bonus Paid Out

£

 

2014

184,000

-

2015

184,000

30,000

2016

213,000

40,000

2017

268,500

45,000

2018

319,500

-

Total

1,169,000

115,000

 

The above bonuses were of a discretionary nature and so no percentage against a maximum payable has been shown.

 

The table below shows the percentage change in the remuneration of the Director undertaking the role of CEO (the Investment Director) between the years 2017 and 2018. During the same period the Company had no other employees.

 

 

Percentage Change in Salary

Percentage change in annual bonus

CEO

19%

-100%

Workforce

N/A

N/A

 

SIGNIFICANCE OF SPEND ON PAY

 

Directors'

remuneration

£

Shareholder

Distribution

£

2018

409,500

2,537,000

2017

389,500

2,645,000

Difference

20,000

(108,000)

% Change

5.1%

(4.1%)

 

SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

Except as set out below, there are no written service contracts or contract for services in respect of any Director. There are no share options, LTIPs, pension or profit-related pay arrangements with any of the Directors.

 

There are letters of appointment for four non-executive Directors:

Director

Date

Dr D. M. Bramwell (Chairman)

5th April 2016

D. M. Best

5th April 2016

Dr A. J. Hosty

1st July 2017

J. B. Roper

5th April 2016

 

There is a written memorandum setting out the terms of the contract of service for S. J. B. Knott; there are also subsequent memoranda varying the letters of appointment and this memorandum.

 

No terms or notice periods are set out in any terms of appointment of any of the Directors; all Directors are subject to annual re-election at the Company's Annual General Meeting.

 

There are no provisions for the payment of compensation for loss of office, early termination or wrongful termination by the Company. Any payment on termination of their appointments would be calculated in accordance with their strict legal entitlements.

 

THE COMPANY'S POLICY ON DIRECTORS' REMUNERATION

The following is the Company's policy for Directors' remuneration which was approved by shareholders at the Annual General Meeting held on 30th March 2017.

 

INTRODUCTION

The Company's policy as regards non-executive Directors is that fees payable to them should reflect their expertise, responsibilities and time spent on Company matters. In determining the level of non-executive remuneration, market equivalents should be considered with regard being had to the overall activities and size of the Company.

 

The maximum aggregate level of fees payable to the Directors is fixed by the Company's Articles of Association, amendment of which is by way of an ordinary resolution. The level aggregate fees should not exceed is £150,000 per annum. The Investment Director is not paid a fee for acting as a Director of the Company but is remunerated separately in respect of his executive roles.

 

The Company's policy as regards S. J. B. Knott, the Investment Director and only executive Director of the Company, is to align his remuneration to the principal investment benchmark of the Company. However, it also has regard to his executive duties as effective chief executive officer of the Company and the time required of him for the effective fulfilment of his duties, but with provision for discretionary bonuses to recognise significant outperformance of the Company's investment portfolio. As noted on page 21, he is a significant shareholder in the Company.

 

The Company does not confer any share options, long-term incentives or retirement benefits on any Director, nor does it make a contribution to any pension scheme on behalf of the Directors. The Company has not included any performance-related elements in the remuneration package of the Executive Director except as noted above. The Company also provides Directors' liability insurance.

 

FUTURE POLICY TABLE

The tables below summarise the various elements of the remuneration packages of the Directors.

 

Investment Director

Element

Purpose and link to strategy

Base salary

The Investment Director is paid an annual salary linked to the net assets of the Company at the end of the previous year to reflect the aim of long-term growth which is the principal benchmark measurement criterion of the Company and, in addition, to have regard to his other executive duties.

Discretionary bonus

To motivate the Investment Director to achieve measured outperformance.

 

 

Chairman and non-executive Directors' fees

Element

Purpose and link to strategy

Chairman and non-executive Directors' fees

The fees paid to the Chairman and the other non-executive Directors aim to be competitive with other investment trusts of equivalent size and complexity. Fees are fixed annual sums and reviewed periodically by the Board (for non-executive Directors) and the Committee (for the Chairman). Neither the Chairman nor the other non-executive Directors receive any incentive payment.

 

Notes:

No Director is entitled to receive any pension provision.

 

There is no maximum or minimum applicable to either element of the Investment Director's remuneration package.

 

The policy on remuneration for employees generally is to incentivise them to perform effectively and to recognise market comparators, but remuneration packages are structurally different from that of the only executive director, the Investment Director. The Company currently has no other employees.

 

APPROACH TO RECRUITMENT REMUNERATION

The principles the Company would apply in setting remuneration for new Board members would be in line with the Remuneration Policy. Fees and salary for new appointees would therefore be commensurate with existing Board members and their relevant peer group.

 

STATEMENT OF CONSIDERATION OF EMPLOYMENT CONDITIONS ELSEWHERE IN THE COMPANY

As the Company has no employees, other than the Investment Director, there was no consultation when setting the Directors' Remuneration Policy and no remuneration comparison measurement with employees was used.

 

It is intended that the Directors' Remuneration Policy will continue until the Annual General Meeting of the Company to be held in 2020.

 

ILLUSTRATION OF APPLICATION OF REMUNERATION POLICY

 

 

Minimum

In line with expectations

Maximum

Bonus

0%

0%

17%

Salary

100%

100%

83%

 

It is expected that no bonus will be payable for performance in line with expectations and a maximum bonus of 20% of salary would be payable.

 

VOTING AT ANNUAL GENERAL MEETING

A binding Ordinary Resolution approving the Directors' Remuneration Policy was approved on 30th March 2017. The votes cast were as follows:

 

Remuneration Policy

For - % of votes cast

99.65%

Against - % of votes cast

0.15%

At Chairman's discretion - % of votes cast

0.20%

Total votes cast

2,435,109

Number of votes withheld

3,180

 

A non-binding Ordinary Resolution adopting the Annual Report on Directors' Remuneration for the year ended 31st December 2017 was approved by shareholders at the Annual General Meeting held on 26th March 2018. The votes cast by proxy were as follows:

 

Annual Report on Directors' Remuneration

For - % of votes cast

99.74%

Against - % of votes cast

0.20%

At Chairman's discretion - % of votes cast

0.06%

Total votes cast

1,007,280

Number of votes withheld

0

 

 

 

ANNUAL STATEMENT

On behalf of the Board and in accordance with Part 2 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report (which has been agreed by the Board) summarises, as applicable, for the year ended 31st December 2018:

     the major decisions on Directors' remuneration;

     any substantial changes relating to Directors' remuneration made during the year; and

     the context in which the changes occurred and decisions that have been taken.

 

J. B. Roper, Director

Chairman, Nominations and Remuneration Committee

25th February 2019

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable United Kingdom law and International Financial Reporting Standards ("IFRS") as adopted by the European Union.

 

The Directors are required to prepare the financial statements for each financial year which present fairly the financial position, the financial performance and cash flows of the Company for that period. In preparing those financial statements the Directors are required to:

     select suitable accounting policies and then apply them consistently;

     make judgements and estimates that are reasonable and prudent;

     present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

     provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance;

     state that the Company has complied with IFRS subject to any material departures disclosed and explained in the financial statements; and

     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. 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.

 

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

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Visitors to the website need to be aware that legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Directors consider that the Annual Report and financial statements taken as a whole are fair, balanced and understandable and provide shareholders with the information necessary to assess the Company's performance, business model and strategy.

 

The Directors confirm that to the best of their knowledge:

     the financial statements, 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

     the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties.

 

Dr D. M. Bramwell, Director

S. J. B. Knott, Director

25th February 2019

 

INDEPENDENT AUDITOR'S REPORT

To the Members of Rights and Issues Investment Trust PLC

OPINION

We have audited the financial statements of Rights and Issues Investment Trust PLC for the year ended 31st December 2018 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRSs") as adopted by the European Union.

 

In our opinion the financial statements:

     give a true and fair view of the state of the Company's affairs as at 31st December 2018 and of its loss for the year then ended;

     have been properly prepared in accordance with IFRSs as adopted by the European Union; and

     have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.

 

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's ("FRC") Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee.

 

CONCLUSIONS RELATING TO PRINCIPAL RISKS, GOING CONCERN AND VIABILITY STATEMENT

We have nothing to report in respect of the following information in the Annual Report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:

     the disclosures in the Annual Report set out on pages 9 and 10 that describe the principal risks and explain how they are being managed or mitigated;

     the Directors' confirmation set out on page 9 in the Annual Report that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;

     the Directors' statement set out on page 13 in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the Directors' identification of any material uncertainties to the Company's ability to continue to do so over a period of at least 12 months from the date of approval of the financial statements;

     whether the Directors' statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or

     the Directors' explanation set out on page 10 in the Annual Report as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

 

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

The purpose of the Company is to invest in equities with a view to achieving capital appreciation and a dividend income stream. Consequently we have identified the following risks of material misstatements that have the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team:

     the incorrect valuation of the investment portfolio held by the Company;

     the ownership of the investments and the risk of the misappropriation of those assets;

     the incomplete or inaccurate recognition of the Company's investment income. The risks we have identified are consistent with those risks that were identified in the prior year.

 

Therefore particular emphasis was placed in examining and testing the processes of measuring and recognising investments including ownership of those investments together with the testing of its income. We obtained confirmation of investments held at the year end from the custodian, testing this to the records maintained by the Company. We tested a selection of investment additions and disposals shown in the Company's records to supporting documentation and agreed the valuation of quoted investments. We also tested dividends receivable and confirmed that the income was recorded in accordance with the Company's accounting policy.

 

Based on the work we performed, we had no matters to report to the Audit Committee.

 

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Our assessment of audit risk and our evaluation of materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the business environment, when assessing the level of work to be performed. There are no significant changes in our approach from the previous year.

 

OUR APPLICATION OF MATERIALITY

We determined our planning materiality to be £1.69 million which is 1% of net assets. Given the importance of the distinction between revenue and capital for the company, we also decided on a separate testing materiality of £280,000 for the revenue column of the Income Statement which is 10% of the net return.

 

The Audit Committee requested our materiality to be set at the lower level of £1 million for the financial statements as a whole. Due to the significance of the Company's net assets compared with the amounts in the revenue column of the Income Statement, they asked us to set a separate materiality level for the revenue column of £200,000.

 

We have also agreed with the Audit Committee that we would report to them all audit differences in excess of £50,000 as well as any other differences below that threshold which in our view should be reported to them because of their nature, relevance and prominence in the Financial Statements.

 

To the Members of Rights and Issues Investment Trust PLC

 

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the annual report (including the Strategic Report and the Directors' Report), other than the financial statements and our auditor's report thereon.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions:

   Fair, balanced and understandable set out on page 27 - the statement given by the Directors that they consider the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or

     Audit Committee reporting - the section describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee; or

   Directors' statement of compliance with the UK Corporate Governance Code set out on page 14 - the parts of the directors' statement required under the Listing Rules relating to the Company's compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.

 

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion, based on the work undertaken in the course of the audit:

     the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

     the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

 

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

     the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

     certain disclosures of directors' remuneration specified by law are not made; or

     we have not received all the information and explanations we require for our audit.

 

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Statement of Directors' Responsibilities set out on page 27, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In respect of fraud the objectives of our audit were to identify and assess the risks of material misstatement of the financial statements due to fraud and to obtain appropriate and sufficient audit evidence regarding those assessed risks of material misstatement due to fraud. However, the primary responsibility for the prevention and detection of fraud rests with those charged with the governance and management of the entity.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsreposibilities. This description forms part of our auditor's report.

 

USE OF THIS REPORT

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS

We were appointed by the Board of Directors in 2005 to audit the financial statements for the year ended 31st December 2006. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 13 years.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.

 

Jeremy Staines (Senior Statutory Auditor)

For and on behalf of Begbies

Chartered Accountants and Statutory Auditor

9 Bonhill Street

London

25th February 2019

 

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31st December 2018

 

 

 

Year ended 31st December 2018

 

Year ended 31st December 2017

Notes

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Investment income

2

3,599

-

3,599

3,329

-

3,329

Other operating income

2

20

-

20

3

-

3

Total income

 

3,619

-

3,619

3,332

-

3,332

(Losses)/gains on fair value through profit or loss assets

9

-

(21,459)

(21,459)

-

31,083

31,083

Gains on subsidiary holding

9

-

-

-

-

151

151

 

 

3,619

(21,459)

(17,840)

3,332

31,234

34,566

Expenses

 

 

 

 

 

 

 

Investment management fee

 

-

-

-

-

-

-

Other expenses

3

813

59

872

810

89

899

 

 

813

59

872

810

89

899

(Loss)/profit before tax

 

2,806

(21,518)

(18,712)

2,522

31,145

33,667

Tax

5

-

-

-

-

-

-

(Loss)/profit for the year

 

2,806

(21,518)

(18,712)

2,522

31,145

33,667

Earnings per share

 

 

 

 

 

 

 

Return per Income share

7

34.5p

(264.8)p

(230.3)p

29.1p

359.5p

388.6p

 

The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards as adopted by the EU. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.

 

The loss for the year disclosed above represents the Company's total Comprehensive Income. The Company does not have any other Comprehensive Income.

 

All items in the above statement are those of the single entity and derive from continuing operations. No operations were acquired or discontinued during the year.

 

The notes on pages 36 to 46 form part of these financial statements.

 

BALANCE SHEET

as at 31st December 2018

Non-current assets

Investments - fair value through profit

Notes

2018

£'000

2017

£'000

or loss

9

155,647

179,144

 

 

155,647

179,144

Current assets

 

 

 

Trade and other receivables

12

621

579

Amounts due from Group undertakings

 

78

78

Cash and cash equivalents

 

13,310

19,069

 

 

14,009

19,726

Total assets

 

169,656

198,870

Current liabilities

 

 

 

Trade and other payables

13

81

180

 

 

81

180

Total assets less current liabilities

 

169,575

198,690

Net assets

 

169,575

198,690

Equity

 

 

 

Called up share capital

14

2,002

2,094

Capital redemption reserve

15

253

161

Retained reserves:

 

 

 

Capital reserve

15

61,984

65,434

Revaluation reserve

15

102,217

128,151

Revenue reserve

15

3,119

2,850

Total equity

 

169,575

198,690

Net asset value per share

 

 

 

Income shares

16

2118.1p

2372.3p

 

The notes on pages 36 to 46 form part of these financial statements.

 

The financial statements were approved by the Board and authorised for issue on 25th February 2019. They were signed on its behalf by:

Dr D. M. Bramwell, Director

S. J. B. Knott, Director

Company Registration Number: 00736898

 

STATEMENT OF CHANGES IN EQUITY

for the year ended 31st December 2018

 

 

Notes

Share

Capital

£'000

Capital

Redemption

Reserve

£'000

Capital

Reserve

£'000

Revaluation

Reserve

£'000

Revenue Reserve

£'000

Total

£'000

 

Balance at 31st December 2016

 

2,241

14

62,695

111,580

2,973

179,503

Changes in equity for 2017

 

 

 

 

 

 

 

Profit for the year

 

-

-

14,574

16,571

2,522

33,667

Total recognised income and expense

 

2,241

14

77,269

128,151

5,495

213,170

Income shares bought back and cancelled

 

(147)

147

(11,835)

-

-

(11,835)

Dividends

6

-

-

-

-

(2,645)

(2,645)

Balance at 31st December 2017

 

2,094

161

65,434

128,151

2,850

198,690

 

 

Notes

Share

Capital

£'000

Capital

Redemption

Reserve

£'000

Capital

Reserve

£'000

Revaluation

Reserve

£'000

Revenue Reserve

£'000

Total

£'000

 

Balance at 31st December 2017

 

2,094

161

65,434

128,151

2,850

198,690

Changes in equity for 2018

 

 

 

 

 

 

 

Profit for the year

 

-

-

4,416

(25,934)

2,806

(18,712)

Total recognised income and expense

 

2,094

161

69,850

102,217

5,656

179,978

Income shares bought back and cancelled

 

(92)

92

(7,866)

-

-

(7,866)

Dividends

6

-

-

-

-

(2,537)

(2,537)

Balance at 31st December 2018

 

2,002

253

61,984

102,217

3,119

169,575

 

The notes on pages 36 to 46 form part of these financial statements.

 

STATEMENT OF CASH FLOWS

for the year ended 31st December 2018

Cashflows from operating activities

Notes

2018

£'000

2017

£'000

(Loss)/profit before tax

 

(18,712)

33,667

Adjustments for:

 

 

 

Losses/(gains) on investments

 

21,460

(31,083)

(Gains)/losses on revaluation of subsidiary

 

-

(151)

Purchases of investments

9

(4,018)

(8,338)

Proceeds on disposal of investments

9

6,055

20,249

Operating cash flows before movements in working capital

 

4,785

14,344

(Increase)/decrease in receivables

 

(42)

154

Increase/(decrease) in payables

 

(17)

7

Net cash from operating activities before income taxes

 

4,726

14,505

Net cash from operating activities

 

4,726

14,505

Cash flows from financing activities

 

 

 

Expenses from bonus issue

 

-

-

Income shares bought back and cancelled

 

(7,948)

(11,862)

Dividends paid

 

(2,537)

(2,645)

Net cash used in financing activities

 

(10,485)

(14,507)

Net decrease in cash and cash equivalents

 

(5,759)

(2)

Cash and cash equivalents at beginning of year

 

19,069

19,071

Cash and cash equivalents at end of year

 

13,310

19,069

 

The notes on pages 36 to 46 form part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31st December 2018

 

1.  ACCOUNTING POLICIES

 

Basis of Accounting

The financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and International Accounting Standards ("IAS") and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, and to the extent that they have been adopted by the European Union ("EU").

 

The financial statements have been prepared on a going concern basis under the historical cost convention to include the revaluation of investments. The principal accounting policies are set out below. Where presentational guidance set out in the Statement of Recommended Practice ("SORP") for "financial statements of Investment Trust Companies and Venture Capital Trusts" issued by the Association of Investment Companies ("AIC") in January 2017 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

 

In accordance with IFRS 10 (Investment Entities Amendments), the Company measures its subsidiary at fair value through profit and loss and does not consolidate it.

 

The following new and amended standards are effective this year and have been adopted although they have no material impact on the financial statements.

 

IFRS 15 - Revenue from Contracts with Customers (effective 1st January 2018) specifies how and when an entity should recognise revenue and enhances the nature of revenue disclosures. The Company's business is that of investing in financial instruments and investment income is outside the scope of this standard.

 

IFRS 9 - Financial Instruments (effective 1st January 2018) replaces IAS 39 and simplifies accounting for financial assets, replacing the current multiple measurement categories with a single principle-based approach to classification. The standard requires that all financial assets are to be measured at either amortised cost or fair value. The Company continues to classify and account for all of its investment assets at fair value though profit and loss and all its other financial assets and liabilities at amortised cost and consequently the standard has had no material impact on the financial statements.

 

IFRS 16 - Leasing and the IAS amendment Long Term Interests in Associates and Joint Ventures are effective for annual periods beginning on or after 1st January 2019 and are not expected to have any material impact on the financial statements.

 

Income

Dividend income is included in the financial statements on the ex-dividend date. All other income is included on an accruals basis.

 

Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account except as follows:

     Expenses which are incidental to the acquisition of an investment are included within the cost of the investment.

     Expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment.

 

Taxation

The charge for taxation is based on the net revenue for the year. Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Investment trusts which have approval under section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.

 

RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY

Dividends

Dividends payable to shareholders are recognised when they are paid.

 

Cash and cash equivalents

Cash comprises cash in hand and deposits payable on demand. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash.

 

Investments

Investments are classified as fair value through profit or loss as the Company's business is investing in financial assets with a view to profiting from their total return in the form of interest, dividends or capital growth.

 

Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Income Statement as "Gains or losses of investments held at fair value through profit or loss". Also included within this heading are transaction costs in relation to the purchase or sale of investments.

 

All investments, classified as fair value through profit or loss, are further categorised into the following fair value hierarchy:

Level 1 - Unadjusted prices quoted in active markets for identical assets and liabilities.

Level 2 - Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

Level 3 - Having inputs for the asset or liability that are not based on observable data.

 

Investments traded in organised markets are valued at their fair value, which is determined by the quoted market bid price at the close of business at the Balance Sheet date. Where trading in a security is suspended, the investment is valued at the Board's estimate of its fair value.

 

Unquoted investments are valued by the Board at fair value using the International Private Equity and Venture Capital Valuation Guidelines.

 

2.  INCOME

 

Income from investments

 

2018

£'000

2017

£'000

Franked investment income

3,599

3,329

Other operating income

 

 

Deposit interest

20

3

Total income

3,619

3,332

Income from investments

 

 

UK equity listed

3,226

3,006

AIM traded

373

294

Delisted stock

-

29

Dividend from subsidiary

-

-

 

3,599

3,329

 

3.  OTHER EXPENSES

 

2018

2017

 

£'000

£'000

Staff costs (note 4)

374

359

Non-executive Directors' fees

90

76

Administration fees

136

139

Auditor's remuneration

 

 

- Audit

17

15

- Review of the half yearly report

4

4

- Other services to the Company and its subsidiaries

1

1

Secretarial services

42

42

Other

149

174

 

813

810

Capital expenses

59

89

 

872

899

 

Auditor's other services are comprised of tax compliance services and the Directors do not consider that the provision of this non-audit work affects the independence of the Auditor.

 

4.  STAFF COSTS

 

 

2018

£'000

2017

£'000

Wages and salaries

320

314

Social security costs

54

45

Total

374

359

 

Number

Number

The average number of staff employed by the Company was

1

1

 

£'000

Number

Directors' emoluments

410

390

 

The highest paid Director received total emoluments of £320,000 (2017: £314,000).

 

5.  TAX ON ORDINARY ACTIVITIES

 

2018

£'000

2017

£'000

UK Corporation Tax at 19.00% (2017: 19.25%)

-

-

Tax receivable

-

-

-

-

 

Profit before tax

2,806

2,522

Tax on profit at standard rate

533

485

 

Factors affecting the recovery/charge for the year:

Income not taxable

(684)

(640)

Unutilised losses carried forward

151

155

 

-

-

No provision for deferred taxation has been made in the current year or in the prior year. The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an investment trust company.

 

Factors that may affect future tax charges

The Company has not recognised any deferred tax asset arising as a result of having unutilised management expenses. These expenses will only be utilised if the tax treatment of the Company's income and capital gains changes or if the Company's investment profile changes.

 

6.  DIVIDENDS

 

Amounts recognised as distributions to equity holders in the year:

 

2018

£'000

2017

£'000

Income (Paid)

Final dividend for the year ended 31st December 2017 of 20.50p per share (year ended 31st December 2016: 20.00p)

1,694

1,766

Interim dividend for the year ended 31st December 2018 of 10.50p per share (year ended 31st December 2017: 10.25p)

843

879

 

2,537

2,645

 

 

2018

£'000

2017

£'000

Income

Proposed Final dividend payable for the year ended 31st December 2018 of 21.0p 

 

1,677

1,696

 

The final dividends payable are subject to approval by shareholders at the Annual General Meeting and have not been included as a liability in these financial statements.

Set out below is the total dividend paid and payable in respect of the financial year, which is the basis on which the requirements of section 1158 of the Corporation Tax Act 2010 are considered.

 

 

2018

£'000

2017

£'000

Revenue available for distribution by way of dividend for the year

2,806

2,522

Income

 

 

Interim dividend for the year ended 31st December 2018 of 10.50p per share (year ended 31st December 2017: 10.25p)

(843)

(879)

Proposed Final dividend for the year ended 31st December 2018 of 21.00p per share (year ended 31st December 2017: 20.50p)

(1,677)

(1,696)

Net addition/(reduction) to Revenue reserve

286

(53)

 

7.  RETURN PER SHARE

 

2018

2017

 

Income

Income

 

£'000

£'000

Return attributable to equity shareholders:

 

 

Revenue return

2,806

2,522

Capital return

(21,518)

31,145

 

(18,712)

33,667

 

p

p

Revenue return

34.5

29.1

Capital return

(264.8)

359.5

 

(230.3)

388.6

 

Return per share is calculated using the weighted average number of Income shares in issue during the year of 8,125,931.

 

8.  INVESTMENTS

 

Analysis of the investments

The number of companies or institutions in which equities, convertibles or fixed interest securities were held was 26 (2017: 27).

 

EQUITY GROUPS Basic Materials

 

2018

 

2017

£'000

%

£'000

%

Chemicals

17,680

11.36

21,577

12.04

Industrials

 

 

 

 

Construction & Materials

-

-

1,923

1.07

General Industrials

28,699

18.44

37,654

21.02

Electronic & Electrical Equipment

952

0.61

1,310

0.73

Industrial Engineering

38,511

24.74

39,389

21.99

Support Services

28,005

17.99

29,643

16.55

Healthcare

 

 

 

 

Pharmaceuticals & Biotechnology

1,044

0.67

923

0.52

Utilities

 

 

 

 

Gas, Water & Multiutilities

1,051

0.68

1,202

0.67

AIM Traded Stocks

38,395

24.67

44,050

24.59

Subsidiary

706

0.45

706

0.39

Fixed Interest

 

 

 

 

Preference

604

0.39

767

0.43

Total UK

155,647

100.00

179,144

100.00

 

9.  INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

Investments listed on a recognised investment exchange

2018

£'000

2017

£'000

UK equity listed investments at fair value

116,544

134,367

AIM traded stocks

38,395

44,050

Delisted stock

2

21

Subsidiary undertakings (note 10)

706

706

 

155,647

179,144

 

 

Listed

2018

£'000

Unlisted

2018

£'000

Subsidiary undertakings

2018

£'000

Total

2018

£'000

Opening book cost

42,953

7,629

411

50,993

Opening unrealised appreciation

91,414

36,442

295

128,151

Opening valuation

134,367

44,071

706

179,144

Movements in the year

 

 

 

 

Transfer stock from listed to unlisted

(1,168)

1,168

-

-

Purchases at cost

4,018

-

-

4,018

Sales - proceeds

(4,577)

(1,479)

-

(6,056)

Sales - realised gains on sales

3,286

1,189

-

4,475

Increase in unrealised appreciation

(19,382)

(6,552)

-

(25,934)

Closing valuation

116,544

38,397

706

155,647

Closing book cost

44,513

8,506

411

53,430

Closing unrealised appreciation

72,031

29,891

295

102,217

 

116,544

38,397

706

155,647

Realised gains on sales

3,286

1,189

-

4,475

Increase in unrealised appreciation

(19,382)

(6,552)

-

(25,934)

Gains on investments

(16,096)

(5,363)

-

(21,459)

 

With the exception of the subsidiary and the delisted stocks, the Company's investments are Level 1 assets under the definition of IFRS 7 and comprise equity listed and AIM traded investments classified as held at fair value through profit or loss.

 

During the year transaction costs of £32,888 were incurred on the acquisition of investments (2017: £27,671). Costs relating to disposals of investments during the year amounted to £12,794 (2017: £51,106). All transaction costs have been included within the capital column of the Income Statement.

 

10.  SUBSIDIARY UNDERTAKINGS

 

The Company has one wholly owned subsidiary undertaking:

 

Name

Activity

Country of incorporation

Description of shares held

Proportion of nominal value of issued shares and voting rights held

Discretionary Unit Fund Managers Limited

Fund management

England

Ordinary

100%

 

Discretionary Unit Fund Managers Limited had capital and reserves of £758,645 and profits of £25,736 for the year ended 31st December 2018.

 

11.  SIGNIFICANT INTERESTS

 

The Company has a holding of 3% or more that is material in the context of the financial statements in the following investments as at 31st December 2018:

 

Name

 

Colefax Group

23.90%

Titon Holdings

11.60%

Macfarlane Group

11.00%

Treatt

8.30%

Elecosoft

5.80%

Renold

5.50%

LPA Group

5.30%

Scapa Group

4.10%

 

12.  TRADE AND OTHER RECEIVABLES

 

2018

£'000

2017

£'000

Prepayments and accrued income

621

579

 

621

579

 

13.  TRADE AND OTHER PAYABLES

 

 

2018

£'000

2017

£'000

Accruals

81

98

Prepayments and accrued income

-

82

 

81

180

 

14.  SHARE CAPITAL

 

 

 

 

2018

2017

Allotted, Called Up and Fully Paid

%

£'000

£'000

8,006,179 Income shares of 25p each (2017: 8,375,258)

100.0

2,002

2,094

 

 

Number of Income shares 2018

Balance at beginning of year

8,375,258

Income shares bought back and cancelled

(369,079)

Balance at end of year

8,006,179

 

15.  RESERVES

 

Capital redemption reserve £'000

Capital
reserve

£'000

Revaluation reserve

£'000

Revenue
reserve

£'000

Beginning of year

161

65,434

128,151

2,850

Income shares bought back and cancelled

92

(7,866)

-

-

Increase in unrealised appreciation

-

-

(25,934)

-

Net gains on realisation of investments

-

4,475

-

-

Capital expenses

-

(59)

-

-

Profit for year

-

-

-

2,806

Dividends

-

-

-

(2,537)

End of year

253

61,984

102,217

3,119

 

The capital reserve represents those realised profits and losses arising on the disposal of investments. The revaluation reserve represents unrealised profits and losses arising on the revaluation of investments held.

 

16.  NET ASSET VALUE PER SHARE

 

The net asset value per Income share calculated in accordance with the Articles of Association was as follows:

 

 

Net asset value per share attributable

Net asset value per share attributable

 

2018

p

2017

p

2018

£'000

2017

£'000

Income shares

2118.1

2372.3

169,575

198,690

 

 

Income shares

£'000

Total net assets attributable at beginning of year

198,690

Income shares bought back and cancelled

(7,866)

Total recognised gains for the year

(21,518)

Transfer to reserves

269

Total net assets attributable at end of year

198,690

No. of shares in issue

8,006,179

 

17.  RELATED PARTY TRANSACTIONS

 

During the year the Company had the following transactions with Discretionary Unit Fund Managers Limited, its subsidiary undertaking:

 

£'000

2018

£'000

2017

£'000

Dividends received

-

-

 

-

-

Amounts owed by subsidiary undertaking

78

78

 

18.  FINANCIAL ASSETS AND LIABILITIES

 

The Company's financial instruments comprise securities, cash balances and debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income.

 

The investment policy and objectives of the Company is stated on page 1.

 

As an investment trust, the Company invests in securities for the long term. Accordingly it is, and has been, throughout the year under review, the Company's policy that no short-term trading in investments or other financial instruments shall be undertaken.

 

The main risks arising from the Company's financial instruments are market price risk, liquidity risk and credit risk. The Board's policy for managing these risks is summarised below. These policies have remained unchanged since the beginning of the year to which these financial statements relate.

 

Market price risk

 

Market risk arises from uncertainty about future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Board meets at least quarterly to consider the asset allocation of the portfolio in order to minimise the risk associated with industry sectors. The Investment Director has responsibility for monitoring the existing portfolio selected in accordance with the Company's investment objectives and seeks to ensure that individual stocks meet an acceptable risk-reward profile.

 

The Company's exposure to changes in market prices at 31st December 2018 on its quoted equity investments was £154,939,000 (2017: £178,417,000).

 

Liquidity risk

Liquidity risk is the possibility of the Company having difficulties in realising sufficient assets to meet its financial obligations. All investments are made in quoted securities, which are normally listed on the London Stock Exchange or AIM. Transactions in these securities may be subject to some short-term liquidity constraint, in common with other smaller and medium sized listed securities, but subject to that they are considered to be reasonably realisable.

 

Credit risk

Credit risk is the failure of the counterparty to a transaction to discharge its obligations which could result in the Company suffering a loss. At the year end the Company's maximum exposure to credit risk was as follows:

 

 

2018

£'000

2017

£'000

Trade and other receivables

621

579

Cash and cash equivalents

13,310

19,069

 

13,931

19,648

 

The risk is managed by dealing only with brokers and banks who have satisfactory credit ratings and are approved by the Audit Committee.

 

Financial assets and liabilities

 

All assets and liabilities are included at fair value.

 

Valuation of financial instruments

IFRS 13 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note 1 Investments, as set out in the Company's Annual Report and Financial Statements for the year ended 31st December 2018.

 

The fair value hierarchy has the following levels:

Level 1 - Unadjusted prices quoted in active markets for identical assets and liabilities.

Level 2 - Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

Level 3 - Having inputs for the asset or liability that are not based on observable data.

 

31st December 2018

Financial assets at fair value through profit or loss

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

UK Equity Listed

116,544

-

-

116,544

AIM traded stocks

38,395

-

-

38,395

Delisted stock

-

2

-

2

Investment in subsidiary

-

-

706

706

Net fair value

154,939

2

706

155,647

31st December 2017

Level 1

Level 2

Level 3

Total

 

£'000

£'000

£'000

£'000

Financial assets at fair value through profit or loss

 

 

 

 

UK Equity Listed

134,367

-

-

134,367

AIM traded stocks

44,050

-

-

44,050

Delisted stock

-

21

-

21

Investment in subsidiary

-

-

706

706

Net fair value

178,417

21

706

179,144

             

 

There were no transfers between Level 1 and Level 2 during the period.

A reconciliation of fair value measurements in Level 3 is set out in the following table.

 

 

 

2018

2017

 

£'000

£'000

Opening Balance

706

555

Purchases

-

-

Sales

-

-

Total gains or losses included in gains on investments in the income statement:

 

 

- on assets sold

-

-

- on assets held at year end

-

151

Closing Balance

706

706

 

The Level 3 investment relates to the Company's subsidiary, Discretionary Unit Fund Managers Limited, which has been valued based of the most recent estimated NAV.

 

POST BALANCE SHEET EVENTS

Between the year end and 21st February 2019, the latest practicable date before the publication of these financial statements, the Company has bought back and cancelled 22,394 Income shares for a cost of £450,510.

 

APPENDIX - PORTFOLIO STATEMENT

Details of the 20 largest investments as at 31st December 2018 are given below by market value:

UK Investments

 

Holdings

 

Market Value

2018

2017

2018

£'000

2017

£'000

Scapa Group

6,250,000

6,350,000

19,150

27,765

Treatt

4,250,000

4,750,000

17,680

21,577

Hill & Smith Holdings

1,434,230

1,434,230

17,196

19,204

Vp

1,800,000

1,800,000

16,920

15,570

RPC Group

2,400,000

2,400,000

15,634

21,156

Colefax Group

2,250,000

2,436,979

12,375

12,429

Macfarlane Group

17,250,000

17,250,000

12,248

13,283

Renold

27,000,000

12,300,000

7,560

5,719

Spirax-Sarco Engineering

120,714

120,714

7,514

6,784

Electrocomponents

1,300,000

1,300,000

6,586

8,132

Vitec Group

400,000

400,000

4,740

4,520

Menzies (John)

882,142

882,142

4,499

5,941

Elecosoft

4,520,781

4,520,781

3,029

1,854

Titon Holdings

1,265,000

1,265,000

2,277

1,923

Castings

400,000

400,000

1,500

1,763

National Grid

137,500

137,500

1,051

1,202

GlaxoSmithKline

70,000

70,000

1,044

923

Dialight

238,095

238,095

952

1,310

Low & Bonar

6,000,000

6,000,000

816

3,195

Chamberlin

1,000,000

1,000,000

720

750

 

 

 

153,491

175,000

Balance held in other investments

 

 

2,156

4,144

 

 

 

155,647

179,144

Unless otherwise specified, the actual holdings are, in each case, of ordinary shares or stock units and of the nominal value for which listing has been granted.



ISIN: GB0007392078
Category Code: ACS
LSE Ticker: RIII
LEI Code: 2138002AWAM93Z6BP574
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 7616
EQS News ID: 780947

 
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Rights and Issues Investment Trust PLC: Annual Report - RNS