Manchester & London Investment Trust Plc - Annual Financial Report
PR Newswire
London, October 20
MANCHESTER AND LONDON INVESTMENT TRUST PLC
(the "Company")
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JULY 2022
The full Annual Report and Financial Statements for the year ended 31 July 2022 can be found on the Company's website at www.mlcapman.com/manchester-london-investment-trust-plc.
STRATEGIC REPORT
Financial Summary
| Total Return | Year to 31 July 2022 | Year to 31 July 2021 | Percentage increase/ (decrease) |
Total return (£'000) | (61,162) | 22,222 | (375.2%) |
Return per Share | (151.62p) | 57.10p | (365.5%) |
Total revenue return per Share† | (4.13p) | (4.77p) | 13.4% |
Dividend per Share | 21.00p | 14.00p | 50.00% |
| Capital | As at 31 July 2022 | As at 31 July 2021 | Percentage increase |
Net assets attributable to equity Shareholders(i) (£'000) | 198,546 | 269,686 | (26.4%) |
Net asset value ("NAV") per Share | 493.04p | 665.43p | (25.9%) |
NAV total return(ii)† | (23.0%) | 8.7% | • |
Benchmark performance - total return basis(iii) | 7.3% | 26.1% | • |
Share price | 389.00p | 574.00p | (32.2%) |
Share price (discount)/premium to NAV† | (21.1%) | (13.7%) | • |
(i) NAV as at 31 July 2022 includes a net £1,509,000 decrease in respect of share buybacks (2021: £26,946,000 increase in respect of share issues).
(ii) Total return including dividends reinvested, as sourced from Bloomberg.
(iii) The Company's benchmark is the MSCI UK Investable Market Index ("MXGBIM" or the "benchmark"), as sourced from Bloomberg.
| Ongoing Charges | Year to 31 July 2022 | Year to 31 July 2021 |
| Ongoing charges as a percentage of average net assets*† | 0.67% | 0.78% |
* Based on total expenses, excluding finance costs and certain non-recurring items for the year and average monthly NAV.
† Alternative performance measure. Details provided in the Glossary below.
CHAIRMAN'S STATEMENT
Results for the year ended 31 July 2022
The portfolio remains focused on larger capitalisation, intellectual property rich companies listed in developed markets which are investing for growth.
Manchester and London Investment Trust plc's (the "Company") portfolio performance for the financial year under review has led to a NAV total return per Share of -23.0%* (2021: 8.7%*).
The North American Software sector, whose constituents represent a significant proportion of the Company's portfolio, had a -16.0% total return in GBP over the period (S&P North American Expanded Technology Software Index). The Company entered the period with 22.7% of its portfolio listed on the Hong Kong market.
Up to 15 March 2022, the date at which the Company sold its remaining Chinese exposure, the Hang Seng Tech Index had a total return of -45.8% in GBP hence the contribution from Chinese Technology positions was -12.3% in GBP (including costs). The contribution in GBP over the financial year from non-Chinese Technology positions was -10.7% in GBP (including costs) which is materially better than the North American Software sector hence our acute disappointment with our Chinese Technology positions. The Manager's Report sets out in more detail specific contributions to the overall period performance.
The Company's benchmark had a positive total return of 7.3% over the period, meaning that the Company has now underperformed the benchmark for the three years to 31 July 2022 on a total return basis by 14.5%* (2021: 32.2% outperformance*). It should be noted that in accordance with the variable management fee arrangements, the Manager has received a lower management fee percentage of 0.25% since the beginning of April due to this underperformance.
At the year end, the Shares traded at a 21.1% discount to their NAV per Share, compared to a discount of 13.7% in 2021. A number of the larger technology focused investments trusts listed in the UK also experienced widening discounts over this period.
Outlook
Key variables for our next financial year's performance are likely to be movements in the US sovereign yield curve and inflation & economic expectations, the movements in energy prices, the functioning of supply chains, how the Federal Reserve and other Central Banks respond to the aforementioned, whether there is any further material events in the break down of relations between the Chinese and US governments, and the regulation of Technology companies globally.
Dividend
The Directors are proposing a final ordinary dividend of 7.0 pence per Share for the financial year 2022 (31 July 2021: 7.0 pence per Ordinary Share). Earlier in the year the Company paid a special dividend of 7.0 pence per Ordinary Share in celebration of the 50th anniversary of the initial admission of the Company to the London Stock Exchange which was in addition to an ordinary interim dividend of 7.0 pence paid in May 2022 (31 January 2021: 7.0 pence per Ordinary Share). Accordingly, on a per Share basis, the dividends proposed or paid out in respect of the 2022 financial year total 21.0 pence (financial year 2021: 14.0 pence per Ordinary Share). Excluding the special dividend, these dividends represent a yield of 3.6% on the Share price as at the year-end (2021: 2.4%).
Share Buybacks
During the period the Company bought back 258,183 shares into Treasury (2021: nil).
Board Succession
It was noted that more than 20% of votes were cast against the resolution to re-elect David Harris as a Director the Company at the last AGM. The UK Corporate Governance Code requires companies to provide an update within six months of an AGM where more than 20% of votes were cast against a resolution. To better understand shareholders' concerns with a view to identifying how such concerns can be addressed, the Board of the Company reached out to shareholders to gain an understanding of their concerns. No conclusive response was received from shareholders of the Company.
David Harris retired from the Board during the period after over 12 years of service. We are highly appreciative of David's contribution to the company's growth from a Net Asset Value of approximately £42.1m when he joined the Board to £285m when he resigned from the Board. Daren Morris joined the Board following his appointment as Audit Committee Chairman on 10 December 2021. Daren is a seasoned financial and PLC practitioner and brings a wealth of knowledge and experience to our Board.
Annual General Meeting
Our fiftieth Annual General Meeting ("AGM") will be held virtually on 21 November 2022 at 12.00 noon. Please do read further details on this year's AGM, which are contained within the AGM notice.
Daniel Wright
Chairman
20 October 2022
*Source: Bloomberg. See Glossary below.
MANAGER'S REVIEW
The portfolio's NAV total return per Share of -23.0%* represented a 30.3%* underperformance against the benchmark.
Software, which represents a large percentage of the portfolio, had a tough year with the North American software sector down 16% in GBP (S&P North American Expanded Technology Software Index). This negative performance was predominantly driven by rising yields which led to declines in the valuation of high duration equities. Whilst we believe that the long-term secular growth drivers in Technology are still intact, further rate rises from the Federal Reserve, as it combats persistently high inflation, are likely to remain a headwind to valuations whilst both the broader macro environment and the geopolitical tensions between the US and China could also cause further volatility.
As noted in the Chairman's Statement, we also entered the period with 22.7% of the Portfolio directly exposed to China. The Chinese Technology sector declined significantly during the first three quarters of our financial year due to a broad regulatory clampdown from the Chinese Communist Party which was compounded by concerns over China's alignment with Russia regarding the war in Ukraine. The portfolio's Chinese exposure accounted for over half of the portfolio's GBP negative return for the financial year. In March, we attended the Morgan Stanley Technology Conference in the USA and it was apparent that the US digital transformation story still had a long way to run. We believed an opportunity was being presented to us to "switch horses" from a regulation beaten and slowing economy driven Chinese Technology sector to a more upbeat US Technology sector which had also seen material devaluations. We sold all remaining direct Chinese exposure holdings in March as, regardless of the potential returns that might be derived from China in the future, we believed the risk of these positions had crossed a point that put these holdings outside our preferred risk management boundaries. It is pertinent to note that we held Tencent Holdings Ltd and Alibaba Group Holding Ltd because we believed that the growth of Cloud Computing in China would be dramatic and these stocks were the largest private providers of Cloud Technologies. Since our disposal of these holdings, it has been reported in the financial press that further government regulation has seen a shift in the market share from these private operators in favour of state controlled operators hence our investment thesis for these two stocks has materially deteriorated.
As we have noted on numerous occasions in Factsheets, during the final quarter of our financial period we incrementally shifted the portfolio's exposure from "Soft Technology" stocks to "Hard Technology", as evidenced by the smaller sector weightings to Communication Services and Consumer Discretionary from the prior year. This shift has generally been vindicated in recent earnings where "Hard Technology" positions have broadly shown greater resilience to a deteriorating macro-economic outlook compared to consumer exposed Technology stocks.
The 12.5%* decrease in the value of Sterling against the US Dollar over the year was a tailwind for performance due to the significant level of US Dollar exposure in the portfolio. Overall, we estimate that the gain in portfolio performance from Foreign Exchange movements was roughly 10.3%.
The Total Return of the portfolio broken down by sector holdings in local currency (separating costs and foreign exchange) is shown below:
Total return of underlying sector holdings in local currency (excluding costs and foreign exchange) | 2022 |
| Information Technology | (6.4%) |
| Communication Services | (12.8%) |
| Consumer Discretionary | (9.1%) |
| Other investments (including funds, ETFs and beta hedges) | (3.3%) |
| Foreign Exchange, operating costs & financing | 8.7% |
| Total NAV per Share return | (23.0%) |
Total return of underlying sector holdings in local currency (excluding costs and foreign exchange) | 2021 |
| Information Technology | 12.3% |
| Communication Services | 7.9% |
| Consumer Discretionary | (1.8%) |
| Other investments (including funds, ETFs and beta hedges) Foreign Exchange, operating costs & financing | (1.4%) (8.4%) |
| Total NAV per Share return | 8.7% |
Source: Bloomberg.
Information Technology
The Information Technology sector delivered 27.8% of the negative NAV total return per Share for the financial period.
Material positive performers (>1% contribution to return) included Synopsys Inc and Cadence Designs Systems Inc both of which were added to the portfolio after the disposal of our Chinese positions (as discussed above).
Material negative contributors included Adobe Inc. and Salesforce.com Inc. (now divested).
The portfolio's weighting to this sector (including options on a MTM basis) at the year end was 58.9% of the net assets of the Company (2021: 42.1%).
Communication Services
The Communication Services sector delivered 55.7% of the negative NAV total return per share for the financial period.
There were no material positive contributors.
Material negative contributors included Alphabet Inc., Meta Platforms Inc., Netflix Inc. and Tencent Holdings Ltd (now divested).
The portfolio's weighting to this sector (including options on a MTM basis) at year end was 25.3% of the net assets of the Company (2021: 44.9%).
Consumer Discretionary
The Consumer discretionary sector delivered 39.6% of the negative NAV total return per share for the financial period.
Alibaba Group Holding Ltd (now divested) and Amazon.com Inc were the material negative contributors from this sector. We materially reduced exposure to Amazon during the year because whilst we remain positive on the long-term growth potential for AWS (Cloud Computing), the retail business has the potential to remain a drag in the current macro environment.
The portfolio's weighting to this sector (including options on a MTM basis) at year end was 8.3% of the net assets of the Company (2021: 25.9%).
Other (including funds, ETFs and beta hedges)
Other holdings delivered 14.3% of the negative NAV total return per Share for the financial period.
The majority of the losses in this sector came from the CSOP Hang Seng TECH Index ETF (now divested) outweighing smaller positive returns on short hedges placed on the Nasdaq and S&P.
The portfolio's weighting to this sector (including options on a MTM basis and including short equity swap hedges) at year end was -0.4% of the net assets of the Company (2021: 18.4%).
Foreign Exchange, operating costs and financing delivered an offsetting positive return of 37.8% of the NAV total return per share for the financial period that was driven by a 14.1% decline in the value of GBP against USD during the period.
Outlook
The second quarter (calendar) reporting season provided evidence that global corporates see digitalisation as paramount to survival. We remain confident that our investment approach, focused on software, digitalisation, cloud computing, data management and AI offers more pricing power to ward off inflationary threats and more significant secular growth than more traditional sectors. We have repositioned the portfolio towards "Hard Technology" positions to hedge against a material decline in global economic conditions being the outturn for the next 12 months. We have reduced geopolitical risk with a repositioning towards companies domiciled in the "Alliance of Democracy" countries.
We remain confident in our dynamic investment framework and the quality of the resultant underlying portfolio. In many ways, the outturn for Equity markets over the last financial year validates our more cautious and hedged approach during the "bubble bull" market of the previous financial year. However, we were too optimistic during this financial year both with regards to China's shifting political involvement in private enterprise and our increased Portfolio Net Delta after an initial drop in the markets.
We enter the next period extremely positive on the secular growth drivers for Technology but we remain wary of the significant risks that persist for Equity markets. We see the two biggest risks for the forthcoming coming decade as a geopolitical flashpoint leading to a 'hot' conflict, in the worst circumstance between China and the US, and the threats of unmitigated Climate Change provoking widespread social, political and economic upheavals. As such we will be adding a statistic to our factsheets as follows: Est. weighted ave Sales exp. to China & Taiwan which is currently 12.9%. We guess that this statistic will become increasingly relevant for investment fund investors.
Keeping in Touch
May we remind shareholders that the best way to keep abreast of our views and activities is via the Twitter feed @MLCapMan. In addition, subscription to our Newsletter can be undertaken at www.mlcapman.com.
M&L Capital Management Limited
Manager
20 October 2022
*Source: Bloomberg. See Glossary below.
Equity exposures and portfolio sector analysis
Equity exposures (longs)
As at 31 July 2022
| Company | Sector * | Exposure £'000 | % of net assets |
| Microsoft Corporation** | Information Technology | 59,907 | 30.3 |
| Alphabet Inc.** | Communication services | 51,828 | 26.2 |
| Amazon.com Inc. | Consumer Discretionary | 17,105 | 8.6 |
| ASML Holding NV** | Information Technology | 15,781 | 7.9 |
| Cadence Design Systems Inc.** | Information Technology | 14,913 | 7.5 |
| Synopsys Inc.** | Information Technology | 12,008 | 6.0 |
| NVIDIA Corporation | Information Technology | 6,756 | 3.4 |
| Polar Capital Technology Trust plc | Fund | 6,175 | 3.1 |
| GoDaddy Inc. | Information Technology | 5,512 | 2.8 |
| Adobe Inc. | Information Technology | 3,826 | 1.9 |
| Meta Platforms Inc. | Communication Services | 3,152 | 1.6 |
| Intuitive Surgical Inc.** | Health Care | 2,800 | 1.4 |
| Intuit Inc. | Information Technology | 2,062 | 1.0 |
| Total long positions | 201,825 | 101.7 | |
| Other net assets and liabilities | (3,279) | (1.7) | |
| Net assets | 198,546 | 100.0 |
*GICS - Global Industry Classification Standard.
**Including equity swap exposures as detailed in note 13.
Portfolio sector analysis (excluding options and short equity swap hedges)
As at 31 July 2022
Sector | % of net assets |
| Information Technology | 60.8% |
| Communication services | 27.8% |
| Consumer Discretionary | 8.6% |
| Fund | 3.1% |
| Health Care | 1.4% |
| Cash and other net assets and liabilities | (1.7%) |
| Net assets | 100.0 |
PRINCIPAL PORTFOLIO EQUITY HOLDINGS
Microsoft Corporation ("Microsoft")
Microsoft is a global enterprise software company and a leader in cloud computing, business software, operating systems and gaming.
Alphabet Inc. ("Alphabet")
Alphabet is a global technology company with products and platforms across a wide range of technology verticals, including online advertising, cloud computing, autonomous vehicles, artificial intelligence and smart phones.
Amazon.com Inc. ("Amazon")
Amazon is the world's largest e-commerce platform. Amazon also provides other large scale content and services platforms to consumers and businesses such as Amazon Prime, Amazon Web Services ("AWS") and Amazon Logistics. AWS, which is a cloud services offering, is arguably the most valuable part of the overall business and is the main reason for our holding.
ASML Holding NV ("ASML")
ASML is a producer of Semiconductor manufacturing equipment, with a near monopoly in advanced EUV lithography, which is one of the leading edge production technologies in the industry's never ending quest to make smaller and more advanced Semiconductor chips (Integrated Circuits used in a wide variety of electronic devices).
Cadence Design Systems Inc. ("Cadence")
Cadence is a leading EDA (electronic design automation) company primarily delivering software and Intellectual Property for electronic design in the Semiconductor industry. EDA software is mission critical to Semiconductor chip design, particularly as the demands on Semiconductor chip capabilities continues to increase. The majority of the EDA market is controlled by three players; Cadence, Synopsys and Siemens. Unlike the highly cyclical Semiconductor manufacturers, the EDA software market has a very high degree of recurring revenue and growth tends to be more correlated to Semiconductor R&D than Capital or Operational Expenditure within the industry.
Synopsys Inc. ("Synopsys")
Similar to Cadence, Synopsys is an EDA company that focuses on Semiconductor chip design software and verification tools (such as finding and resolving bugs in Semiconductor chip designs).
Adobe Inc. ("Adobe")
Adobe is a software as a service company that provides cloud-based creative, marketing and analytics tools to businesses, professionals and prosumers. Adobe is perhaps best known for Photoshop - the imaging, design and photo-editing software.
Meta Platforms Inc. ("Meta")
Meta is the largest global social media company with over 3.8 billion monthly active users across its family of applications. After the period end, we sold this position due to a number of transitional challenges facing the company such as IDFA, a shift to short-video, competition from Tik Tok and an investment pivot towards the Metaverse.
NVIDIA Corporation ("NVIDIA")
NVIDIA is the market leader in GPUs (Graphics Processing Unit). Whilst originally created for graphics processing (particularly for gaming), specialised GPUs are increasingly being used for AI and Datacentre workloads due to their relative strength in concurrent computations (also known as parallel processing). The Datacentre division now accounts for around 40% of NVIDIA's business. As a result, NVIDIA is positively exposed to growth in data, AI and cloud computing.
GoDaddy Inc. ("GoDaddy")
GoDaddy is a web platform, allowing customers (primarily small businesses and individuals) to register, create and host websites. GoDaddy is cash generative and has historically been undertaking material share repurchases.
All Equity & Debt portfolio holdings
As at 31 July 2022
| Stocks | Gross (Underlying Only) % of NAV | Net Delta (inc Net Delta exposure of options) % of NAV |
| Microsoft Corporation | 30.3% | 30.2% |
| Alphabet Inc. | 26.2% | 25.5% |
| Amazon.com, Inc. | 8.6% | 9.0% |
| ASML Holding NV | 7.9% | 8.2% |
| Cadence Design Systems Inc. | 7.5% | 7.5% |
| Synopsys Inc. | 6.0% | 6.0% |
| Adobe Inc. | 1.9% | 5.1% |
| Meta Platforms Inc. | 1.6% | 4.4% |
| NVIDIA Corporation | 3.4% | 4.3% |
| Polar Capital Technology Trust plc | 3.1% | 3.1% |
| Invesco QQQ Trust Series 1 | (2.9%) | (2.9%) |
| GoDaddy Inc. | 2.8% | 2.8% |
| SPDR S&P 500 ETF TRUST | (1.9%) | (1.9%) |
| Advanced Micro Devices Inc. | 1.4% | |
| Netflix Inc. | 1.4% | |
| Intuitive Surgical Inc. | 1.4% | 1.1% |
| Intuit Inc. | 1.0% | 1.0% |
| Total | 96.9% | 106.1% |
For an explanation of why we report exposures on a Delta Adjusted basis please read our FAQ at https://mlcapman.com/faq/
Investment record of the last ten years
| Year ended | Total return (£'000) | Return per Share* (p) | Dividend per Share (p) | Net assets (£'000) | NAV per Share* (p) |
| 31 July 2013 | 2,522 | 11.23 | 13.75 | 75,050 | 334.19 |
| 31 July 2014 | (6,295) | (28.08) | 13.75 | 64,361 | 293.20 |
| 31 July 2015 | 2,483 | 11.47 | 6.00 | 63,074 | 293.35 |
| 31 July 2016 | 13,424 | 62.50 | 13.36 | 75,546 | 350.81 |
| 31 July 2017 | 20,055 | 92.43 | 9.00 | 94,661 | 429.05 |
| 31 July 2018 | 26,792 | 115.27 | 12.00 | 130,388 | 532.81 |
| 31 July 2019 | 15,900 | 58.75 | 14.00 | 166,981 | 568.66 |
| 31 July 2020 | 24,037 | 74.74 | 14.00 | 225,933 | 625.23 |
| 31 July 2021 | 22,222 | 57.10 | 14.00 | 269,686 | 665.43 |
| 31 July 2022 | (61,162) | (151.62) | 21.00 | 198,546 | 493.04 |
* Basic and fully diluted.
Business model
The Company is an investment company as defined by Section 833 of the Companies Act 2006 and operates as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010.
The Company is also governed by the Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (the "FCA") and is listed on the Premium Segment of the Main Market of the London Stock Exchange.
A review of investment activities for the year ended 31 July 2022 is detailed in the Manager's review above.
Investment objective
The investment objective of the Company is to achieve capital appreciation.
Investment policy
Asset allocation
The Company's investment objective is sought to be achieved through a policy of actively investing in a diversified portfolio, comprising any of global equities and/or fixed interest securities and/or derivatives.
The Company may invest in derivatives, money market instruments, currency instruments, contracts for differences ("CFDs"), futures, forwards and options for the purposes of (i) holding investments and (ii) hedging positions against movements in, for example, equity markets, currencies and interest rates.
The Company seeks investment exposure to companies whose shares are listed, quoted or admitted to trading. However, it may invest up to 10% of gross assets (at the time of investment) in the equities and/or fixed interest securities of companies whose shares are not listed, quoted or admitted to trading.
Risk diversification
The Company intends to maintain a diversified portfolio and it is expected that the portfolio will have between approximately 20 to 100 holdings. No single holding will represent more than 20% of gross assets at the time of investment. In addition, the Company's five largest holdings (by value) will not exceed (at the time of investment) more than 75% of gross assets.
Although there are no restrictions on the constituents of the Company's portfolio by geography, industry sector or asset class, it is intended that the Company will hold investments across a number of geographies and industry sectors. During periods in which changes in economic, political or market conditions or other factors so warrant, the Manager may reduce the Company's exposure to one or more asset classes and increase the Company's position in cash and/or money market instruments.
The Company will not invest more than 15% of its total assets in other listed closed- ended investment funds. However, the Company may invest up to 50% of gross assets (at the time of investment) in an investment company subsidiary, subject always to the other restrictions set out in this investment policy and the Listing Rules.
Gearing
The Company may borrow to gear the Company's returns when the Manager believes it is in Shareholders' interests to do so. The Company's Articles of Association ("Articles") restrict the level of borrowings that the Company may incur up to a sum equal to two times the net asset value of the Company as shown by the then latest audited balance sheet of the Company.
The effect of gearing may be achieved without borrowing by investing in a range of different types of investments including derivatives. Save with the approval of Shareholders, the Company will not enter into any investments which have the effect of increasing the Company's net gearing beyond the limit on borrowings stated in the Articles.
General
In addition to the above, the Company will observe the investment restrictions imposed from time to time by the Listing Rules which are applicable to investment companies with shares listed on the Official List of the FCA.
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the remedial actions to be taken by the Board and the Manager by an announcement issued through a regulatory information service approved by the FCA.
Investment Strategy and Style
The fund's portfolio is constructed with flexibility but is primarily focused on stocks that
exhibit the attributes of growth.
Target Benchmark
The Company was originally set up by Brian Sheppard as a vehicle for British retail investors to invest in with the hope that total returns would exceed the total returns on the UK equity market. Hence, the benchmark the Company uses to assess performance is one of the many available UK equity indices being the MSCI UK Investable Market Index (MXGBIM). The Company has used this benchmark to assess performance for over five years but is not set on using this particular UK Equity index forever into the future and currently uses this particular UK Equity index because at the current time it is viewed as the most cost advantageous of the currently available UK Equity indices (which have a high degree of correlation and hence substitutability). However, once the Company announces the use of an index, then this index will be used across all of the Company's documentation.
Investments for the portfolio are not selected from constituents of this index and hence the investment remit is in no way constrained by the index, although the Manager's management fee is varied depending on performance against the benchmark. It is suggested that Shareholders review the Company's Active Share Ratio that is on the fund factsheets as this illustrates to what degree the holdings in the portfolio vary from the underlying benchmark.
Environmental, Social, Community and Governance
The Company considers that it does not fall within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human trafficking statement. In any event, the Company considers its supply chains to be of low risk as its suppliers are typically professional advisers.
In its oversight of the Manager and the Company's other service providers, the Board seeks assurances that they have regard to the benefits of diversity and promote these within their respective organisations. The Company has given discretionary voting powers to the Manager. The Manager votes against resolutions they consider may damage Shareholders' rights or economic interests and reports their actions to the Board. The Company believes it is in the Shareholders' interests to consider environmental, social, community and governance factors when selecting and retaining investments and has asked the Manager to take these issues into account. The Manager does not exclude companies from their investment universe purely on the grounds of these factors but adopts a positive approach towards companies which promote these factors. The portfolio's Sustainalytic's Environmental Percentile was 85.8% per cent as at the Latest Factsheet date.
As an investment trust the Company is exempt from complying with the Task Force on Climate-related Financial Disclosures; however, the Company fully recognises the impact climate change has on the environment and society, and information on the Manager's endeavours on ESG can be found in the full Annual Report. The Manager continues to work with the investee companies to raise awareness on climate change risks, carbon emission and energy efficiency.
Stakeholder Engagement
The Company's s172 Statement can be found in the Corporate Governance Statement in the full Annual Report and is incorporated into this Strategic Report by reference.
Dividend policy
The Company may declare dividends as justified by funds available for distribution. The Company will not retain in respect of any accounting period an amount which is greater than 15% of net revenue in that period.
Recurring income from dividends on underlying holdings is paid out as ordinary dividends.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income and in the Statement of Changes in Equity below.
For the year ended 31 July 2022, the net revenue return attributable to Shareholders was negative £1,668,000 (2021: negative £1,857,000) and the net capital return attributable to Shareholders was negative £59,494,000 (2021: positive £24,079,000). Total Shareholders' funds decreased by 26% to £198,546,000 (2021: £269,686,000).
The dividends paid/proposed by the Board for 2021 and 2022 are set out below:
| Year ended 31 July 2022 (pence per Share) | Year ended 31 July 2021 (pence per Share) | |
| Interim dividend | 7.00 | 7.00 |
| Special dividend | 7.00 | - |
| Proposed final dividend | 7.00 | 7.00 |
| 21.00 | 14.00 |
Subject to the approval of Shareholders at the forthcoming AGM, the proposed final ordinary dividend will be payable on 25 November 2022 to Shareholders on the register at the close of business on 4 November 2022. The ex-dividend date will be 3 November 2022.
Further details of the dividends paid in respect of the years ended 31 July 2022 and 31 July 2021 are set out in note 7 below.
Principal risks and uncertainties
The Board considers that the following are the principal risks and uncertainties facing the Company. The actions taken to manage each of these are set out below. If one or more of these risks materialised, it could potentially have a significant impact upon the Company's ability to achieve its investment objective. These risks are formalised within the risk matrix maintained by the Company's Manager.
| Risk | How the risk is managed |
| Investment Performance Risk The performance of the Company may not be in line with its investment objectives. | Investment performance is monitored and reviewed daily by M&L Capital Management Limited ("MLCM") as AIFM through: • Intra-day portfolio statistics; and • Daily Risk reports. The metrics and statistics within these reports may be used (in combination with other factors) to help inform investment decisions. The AIFM also provides the Board with monthly performance updates, key portfolio stats (including performance attribution, valuation metrics, VaR and liquidity analysis) and performance charts of top portfolio holdings. It should be noted that none of the above steps guarantee that Company performance will meet its stated objectives. |
| Key Man Risk and Reputational Risk The Company may be unable to fulfil its investment objectives following the departure of key staff at the Manager. | The Manager has a remuneration policy that incentivises key staff to take a long-term view as variable rewards are spread over a five-year period. MLCM also has documented policies and procedures, including a business continuity plan, to ensure continuity of operations in the unlikely event of a departure. MLCM has a comprehensive compliance framework to ensure strict adherence to relevant governance rules and requirements. |
| Fund Valuation Risk The Company's valuation is not accurately represented to investors. | NAVs are produced independently by the Administrator, based on the Company's valuation policy. Valuation is overseen and reviewed by the AIFM's valuation committee which reconciles and checks NAV reports prior to publication. It should be noted that the vast majority of the portfolio consists of quoted equities, whose prices are provided by independent market sources; hence material input into the valuation process is rarely required from the valuation committee. |
| Third-Party Service Providers Failure of outsourced service providers in performing their contractual duties. | All outsourced relationships are subject to an extensive dual-directional due diligence process and to ongoing monitoring. Where possible, the Company appoints a diversified pool of outsourced providers to ensure continuity of operations should a service provider fail. The cyber security of third-party service providers is a key risk that is monitored on an ongoing basis. The safe custody of the Company's assets may be compromised through control failures by the Depositary or Custodian, including cyber security incidents. To mitigate this risk, the AIFM receives monthly reports from the Depositary confirming safe custody of the Company's assets held by the Custodian. |
| Regulatory Risk A breach of regulatory rules/ other legislation resulting in the Company not meeting its objectives or investors' loss. | The AIFM adopts a series of pre-trade and post-trade controls to minimise breaches. MLCM uses a fully integrated order management system, electronic execution system, portfolio management system and risk system developed by Bloomberg. These systems include automated compliance checks, both pre- and post-execution, in addition to manual checks by the investment team. The AIFM undertakes ongoing compliance monitoring of the portfolio through a system of daily reporting. Furthermore, there is additional oversight from the Depositary, which ensures that there are three distinct layers of independent monitoring. |
| Fiduciary Risk The Company may not be managed to the agreed guidelines. | The Company has a clear documented investment policy and risk profile. The AIFM employs various controls and monitoring processes to ensure guidelines are adhered to (including pre- and post- execution checks as mentioned above and monthly Risk meetings). Additional oversight is also provided by the Company's Depositary. |
| Fraud Risk Fraudulent actions may cause loss. | The AIFM has extensive fraud prevention controls and adopts a zero tolerance approach towards fraudulent behaviour and breaches of protocol surrounding fraud prevention. The transfer of cash or securities involve the use of dual authorisation and two-factor authentication to ensure fraud prevention, such that only authorised personnel are able to access the core systems and submit transfers. The Administrator has access to core systems to ensure complete oversight of all transactions. |
In addition to the above, the Board considers the following to be the principal financial risks associated with investing in the Company: market risk, interest rate risk, liquidity risk, currency rate risk and credit and counterparty risk. An explanation of these risks and how they are managed along with the Company's capital management policies are contained in note 16 of the Financial Statements below.
The Board, through the Audit Committee, has undertaken a robust assessment and review of all the risks stated above and in note 16 of the Financial Statements, together with a review of any emerging or new risks which may have arisen during the year, including those that would threaten the Company's business model, future performance, solvency or liquidity. Whilst reviewing the principal risks and uncertainties, the Board considered the impact of the COVID-19 pandemic and the implications of the Russia conflict on the Company, concluding that these events did not materially affect the operations of the business.
In accordance with guidance issued to directors of listed companies, the Directors confirm that they have carried out a review of the effectiveness of the systems of internal financial control during the year ended 31 July 2022, as set out in the full Annual Report. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified.
Further discussion about risk considerations can be found in the Company's latest prospectus available at https://mlcapman.com/manchester-london-investment-trust-plc/
Year-end gearing
At the year end, gross long equity exposure represented 101.65% (2021: 136.65%) of net assets.
Key performance indicators
The Board considers the most important key performance indicator to be the comparison with its benchmark index. This is referred to in the Financial Summary above.
Other key measures by which the Board judges the success of the Company are the Share price, the NAV per Share and the ongoing charges measure.
Total net assets at 31 July 2022 amounted to £198,546,000 compared with £269,686,000 at 31 July 2021, a decrease of 26.4%, whilst the fully diluted NAV per Share decreased to 493.04p from 665.43p. During the year, Ordinary Shares were bought back and held in treasury at a cost of £1,509,000.
Net revenue return after taxation for the year was a negative £1,668,000 (2021: negative £1,857,000).
The quoted Share price during the period under review has ranged from a discount of 11.4% to 23.7%.
Ongoing charges, which are set out above, are a measure of the total expenses (including those charged to capital) expressed as a percentage of the average net assets over the year. The Board regularly reviews the ongoing charges measure and monitors Company expenses.
Future development
The Board and the Manager do not currently foresee any material changes to the business of the Company in the near future. As the majority of the Company's equity investments are denominated in US Dollar, any currency volatility may have an impact (either positive or negative) on the Company's NAV per Share, which is denominated in Sterling.
Management arrangements
Under the terms of the management agreement, MLCM manages the Company's portfolio in accordance with the investment policy determined by the Board. The management agreement has a termination period of three months. In line with the management agreement, the Manager receives a variable portfolio management fee. Details of the fee arrangements and the fees paid to the Manager during the year are disclosed in note 3 to the Financial Statements.
The Manager is authorised and regulated by the FCA.
M&M Investment Company Limited ("MMIC"), which is controlled by Mr Mark Sheppard who forms part of the Manager's management team, is the controlling Shareholder of the Company. Further details regarding this are set out in the Directors' Report in the full Annual Report.
Alternative Investment Fund Managers Directive (the "AIFMD")
The Company permanently exceeded the sub-threshold limit under the AIFMD in 2017 and MLCM was appointed as the Company's AIFM with effect from 17 January 2018. Following their appointment as the AIFM, MLCM receives an annual risk management and valuation fee of £59,000 to undertake its duties as the AIFM in addition to the portfolio management fees set out above.
The AIFMD requires certain information to be made available to investors before they invest and requires that material changes to this information be disclosed in the Annual Report.
Remuneration
In the year to 31 July 2022, the total remuneration paid to the employees of the Manager was £465,000 (2021: £486,000), payable to an average employee number throughout the year of four (2021: four).
The management of MLCM is undertaken by Mr Mark Sheppard and Mr Richard Morgan, to whom a combined total of £392,000 (2021: £401,000) was paid by the Manager during the year.
The remuneration policy of the Manager is to pay fixed annual salaries, with non-guaranteed bonuses, dependent upon performance only. These bonuses are generally paid in the Company's Shares, released over a five-year period.
Leverage
The leverage policy has been approved by the Company and the AIFM. The policy limits the leverage ratio that can be deployed by the Company at any one time to 275% (gross method) and 250% (commitment method). This includes any gearing created by its investment policy. This is a maximum figure as required for disclosure by the AIFMD regulation and not necessarily the amount of leverage that is actually used. The leverage ratio as at 31 July 2022 measured by the gross method was 153.8% and that measured by the commitment method was 148.9%.
Leverage is defined in the Glossary below.
Risk profile
The risk profile of the Company as measured through the Summary Risk Indicator ("SRI") score, is currently at a 5 on a scale of 1 to 7 as at 31 July 2022. This score is calculated on past performance data using prescribed PRIIPS methodology. Liquidity, counterparty and currency risks are not captured on the scale. The Manager will periodically disclose the current risk profile of the Company to investors. The Company will make this disclosure on its website at the same time as it makes its Annual Report and Financial Statements available to investors or more frequently at its discretion.
For further information on SRI - including key risk disclaimers - please read the Fund Key Information Document available at https://mlcapman.com/manchester-london-investment-trust-plc/
Liquidity arrangements
The Company currently holds no assets that are subject to special arrangements arising from their illiquid nature. If applicable, the Company would disclose the percentage of its assets subject to such arrangements on its website at the same time as it makes its Annual Report and Financial Statements available to investors, or more frequently at its discretion.
Continuing appointment of the Manager
The Board keeps the performance of MLCM, in its capacity as the Company's Manager, under continual review. It has noted the good long-term performance record and commitment, quality and continuity of the team employed by the Manager. As a result, the Board concluded that it is in the best interests of the Shareholders as a whole that the appointment of the Manager on the agreed terms should continue.
Human rights, employee, social and community issues
The Board consists entirely of non-executive Directors. The Company has no employees and day-to-day management of the business is delegated to the Manager and other service providers. As an investment trust, the Company has no direct impact on the community or the environment, and as such has no human rights or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly. Further details of the Environmental, Social and Governance policy and of the Company's Board composition and related diversity considerations can be found in the Statement of Corporate Governance in the full Annual Report.
Gender diversity
At 31 July 2022, the Board comprised four male Directors. As stated in the Statement of Corporate Governance, the appointment of any new Director is made on the basis of merit.
Approval
This Strategic Report has been approved by the Board and signed on its behalf by:
Daniel Wright
Chairman
20 October 2022
DIRECTORS
Daren Morris (Chairman of the Audit Committee)
Brett Miller
Sir James Waterlow
Daniel Wright (Chairman of the Board and Senior Independent Director)
All the Directors are non-executive. Mr Morris, Sir James Waterlow and Mr Wright are independent of the Company's Manager.
EXTRACTS FROM THE DIRECTORS' REPORT
Share capital
As at 31 July 2022, the Company's issued share capital comprised 40,528,238 Shares of 25 pence each, of which 258,183 were held in Treasury.
At general meetings of the Company, Shareholders are entitled to one vote on a show of hands and on a poll, to one vote for every Share held. Shares held in Treasury do not carry voting rights.
In circumstances where Chapter 11 of the Listing Rules would require a proposed transaction to be approved by Shareholders, the controlling Shareholder (see the full Annual Report for further details) shall not vote its Shares on that resolution. In addition, any Director of the Company appointed by MMIC, the controlling Shareholder, shall not vote on any matter where conflicted and the Directors will act independently from MMIC and have due regard to their fiduciary duties.
Issue of Shares
At the Annual General Meeting held on 3 November 2021, Shareholders approved the Board's proposal to authorise the Company to allot Shares up to an aggregate nominal amount of £3,375,070.25. In addition, the Directors were authorised to issue Shares and sell Shares from Treasury up to an aggregate nominal value of £1,012,521 on a non-pre-emptive basis. This authority is due to expire at the Company's forthcoming AGM on 21 November 2022.
There were no share issues during the year.
As at the date of this report, the total voting rights were 40,270,055.
Purchase of Shares
At the Annual General Meeting held on 3 November 2021, Shareholders approved the Board's proposal to authorise the Company to acquire up to 14.99% of its issued Share capital (excluding Treasury Shares) amounting to 6,071,076 Shares. This authority is due to expire at the Company's forthcoming AGM on 21 November 2022.
During the year, 258,183 Shares have been bought back and at the date of this report there were 40,528,238 Shares in issue of which 258,183 were held in treasury. The total amount paid for these Shares was £1,509,000 at an average price of 584 pence per Share.
Sale of Shares from Treasury
At the Annual General Meeting held on 3 November 2021, Shareholders approved the Board's proposal to authorise the Company to waive pre-emption rights in respect of Treasury Shares up to an aggregate amount of £1,012,521 and to permit the allotment or sale of Shares from Treasury at a discount to a price at or above the prevailing NAV. This authority is due to expire at the Company's forthcoming AGM on 21 November 2022.
No Shares were sold from Treasury during the year. As at the date of this report, 258,183 Shares are held in Treasury.
Going concern
The Directors consider that it is appropriate to adopt the going concern basis in preparing the Financial Statements. After making enquiries, and considering the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company's ability to meet obligations as they fall due for a period of at least 12 months from the date that these Financial Statements were approved. In making this assessment, the Directors have considered any likely impact of the current COVID-19 pandemic on the Company, its operations and the investment portfolio. The Directors consider that the COVID-19 pandemic has not materially impacted the operations of the Company.
Cashflow projections have been reviewed and provide evidence that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the dividend policy. Additionally, Value at Risk scenario analyses to demonstrate that the company has sufficient capital headroom to withstand market volatility are performed periodically.
Viability statement
The Directors have assessed the prospects of the Company over a five-year period. The Directors consider five years to be a reasonable time horizon to consider the continuing viability of the Company, however they also consider viability for the longer-term foreseeable future.
In their assessment of the viability of the Company, the Directors have considered each of the Company's principal risks and uncertainties as set out in the Strategic Report above and in particular, have considered the potential impact of a significant fall in global equity markets on the value of the Company's investment portfolio overall. The Directors have also considered the Company's income and expenditure projections and the fact that the Company's investments mainly comprise readily realisable securities which could be sold to meet funding requirements if necessary. On that basis, the Board considers that five years is an appropriate time period to assess continuing viability of the Company.
In forming their assessment of viability, the Directors have also considered:
- internal processes for monitoring costs;
- expected levels of investment income;
- the performance of the Manager;
- portfolio risk profile;
- liquidity risk;
- gearing limits;
- counterparty exposure; and
- financial controls and procedures operated by the Company.
The Board has reviewed the influence of the COVID-19 pandemic on its service providers and is satisfied with the ongoing services provided to the Company.
Based upon these considerations, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period.
By order of the Board
Link Company Matters Limited
Company Secretary
20 October 2022
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT AND FINANCIAL STATEMENTS
The Directors are responsible for preparing the Company's Annual Report and Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial period. Under that law, they have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. Under Company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing the Financial Statements, the Directors are required to:
- select suitable accounting policies in accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' and then apply them consistently;
- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
- provide additional disclosure when compliance with specific requirements in 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;
- make judgements and estimates that are reasonable and prudent; and
- prepare Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and 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 Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and ensuring that the Annual Report includes information required by the Listing Rules and Disclosure Guidance and Transparency Rules of the FCA.
The Financial Statements are published on the Company's website, www.mlcapman.com/manchester-london-investment-trust-plc, which is maintained on behalf of the Company by the Manager. The Manager has agreed to maintain, host, manage and operate the Company's website and to ensure that it is accurate and up-to-date and operated in accordance with applicable law. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Financial Statements may differ from legislation in their jurisdiction.
We confirm that to the best of our knowledge:
- the Financial Statements, prepared in accordance with the IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
- the Annual Report includes a fair review of the development and performance of the business and position of the Company, together with a description of the principal risks and uncertainties that it faces.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board
Daniel Wright
Chairman
20 October 2022
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2022
| 2022 | 2021 | |||||||
Notes | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | ||
| Gains | ||||||||
| Gains on investments at fair value through profit or loss | 9 | 275 | (58,542) | (58,267) | 250 | 25,117 | 25,367 | |
| Investment income | 2 | 265 | - | 265 | 823 | - | 823 | |
| Gross return | 540 | (58,542) | (58,002) | 1,073 | 25,117 | 26,190 | ||
| Expenses | ||||||||
| Management fee | 3 | (1,515) | - | (1,515) | (1,958) | - | (1,958) | |
| Other operating expenses | 4 | (598) | - | (598) | (725) | - | (725) | |
| Total expenses | (2,113) | - | (2,113) | (2,683) | - | (2,683) | ||
| Return before finance costs and tax | (1,573) | (58,542) | (60,115) | (1,610) | 25,117 | 23,507 | ||
| Finance costs | 5 | (55) | (952) | (1,007) | (205) | (1,038) | (1,243) | |
| Return on ordinary activities before tax | (1,628) | (59,494) | (61,122) | (1,815) | 24,079 | 22,264 | ||
| Taxation | 6 | (40) | - | (40) | (42) | - | (42) | |
| Return on ordinary activities after tax | (1,668) | (59,494) | (61,162) | (1,857) | 24,079 | 22,222 | ||
| Return per Share | pence | pence | pence | pence | pence | pence | ||
| Basic and fully diluted | 8 | (4.13) | (147,49) | (151.62) | (4.77) | 61.87 | 57.10 | |
The total column of this statement is the Income Statement of the Company prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The supplementary revenue return and capital return columns are presented in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.
There is no other comprehensive income, and therefore the return for the year after tax is also the total comprehensive income.
The notes below form part of these Financial Statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2022
Notes | Share capital £'000 | Share premium £'000 | Special reserve** £'000 | Capital reserve* £'000 | Retained earnings** £'000 | Total £'000 | |
| Balance at 1 August 2021 | 10,132 | 25,888 | 107,188 | 123,240 | 3,238 | 269,686 | |
| Changes in equity for 2022 | |||||||
| Ordinary shares bought back and held in treasury | 14 | - | - | (1,509) | - | - | (1,509) |
| Total comprehensive (loss) | - | - | - | (59,494) | (1,668) | (61,162) | |
| Dividends paid | 7 | - | - | (6,899) | - | (1,570) | (8,469) |
| Balance at 31 July 2022 | 10,132 | 25,888 | 98,780 | 63,746 | - | 198,546 | |
| Balance at 1 August 2020 | 9,034 | 107,188 | - | 99,161 | 10,550 | 225,933 | |
| Changes in equity for 2021 | |||||||
| Shares issued | 14 | 1,098 | 25,888 | - | - | - | 26,986 |
| Cancellation of share premium account | - | (107,188) | 107,188 | - | - | - | |
| Total comprehensive income/(loss) | - | - | - | 24,079 | (1,857) | 22,222 | |
| Dividends paid | 7 | - | - | - | - | (5,455) | (5,455) |
| Balance at 31 July 2021 | 10,132 | 25,888 | 107,188 | 123,240 | 3,238 | 269,686 |
* Within the balance of the capital reserve, £15,871,000 relates to realised gains (2021: £35,863,000). Realised gains are distributable by way of a dividend. The remaining £47,875,000 relates to unrealised gains on financial instruments (2021: £87,377,000) and is non-distributable.
** Fully distributable.
The notes below form part of these Financial Statements.
STATEMENT OF FINANCIAL POSITION
As at 31 July 2022
| 2021 | 2020 | |||||||
| 2022 | (Restated)1 | (Restated)1 | ||||||
| Notes | £'000 | £'000 | £'000 | |||||
| Non-current assets | ||||||||
| Investments at fair value through profit or loss | 9 | 128,111 | 156,919 | 137,333 | ||||
| Current assets | ||||||||
| Unrealised derivative assets | 13 | 2,548 | 14,917 | 4,837 | ||||
| Trade and other receivables | 10 | 29 | 42 | 18 | ||||
| Cash and cash equivalents | 11 | 48,840 | 37,021 | 30,477 | ||||
| Cash collateral receivable from brokers | 13 | 36,394 | 80,174 | 79,352 | ||||
| 87,811 | 132,154 | 114,684 | ||||||
| Creditors - amounts falling due within one year | ||||||||
| Unrealised derivative liabilities | 13 | (14,284) | (19,110) | (23,538) | ||||
| Trade and other payables | 12 | (1,107) | (277) | (2,546) | ||||
| Cash collateral payable to brokers | 13 | (1,985) | - | - | ||||
| (17,376) | (19,387) | (26,084) | ||||||
| Net current assets/(liabilities) | 70,435 | 112,767 | 88,600 | |||||
| Net assets | 198,546 | 269,686 | 225,933 | |||||
| Capital and reserves | ||||||||
| Ordinary Share Capital | 14 | 10,132 | 10,132 | 9,034 | ||||
| Share premium | 25,888 | 25,888 | 107,188 | |||||
| Special Reserves | 98,780 | 107,188 | - | |||||
| Capital reserve | 63,746 | 123,240 | 99,161 | |||||
| Retained earnings | - | 3,238 | 10,550 | |||||
| Total equity | 198,546 | 269,686 | 225,933 | |||||
| Basic and fully diluted NAV per Share | 15 | 493.04p | 665.43p | 625.23p | ||||
| Number of Shares in issue excluding treasury | 14 | 40,270,055 | 40,528,238 | 36,135,738 |
1 Please refer to note 1 restatement of 2021 and 2020 comparatives.
The Financial Statements were approved by the Board of Directors and authorised for issue on 20 October 2022 and are signed on its behalf by:
Daniel Wright
Chairman
Manchester and London Investment Trust Public Limited Company
Company Number: 01009550
The notes below form part of these Financial Statements.
STATEMENT OF CASH FLOWS
For the year ended 31 July 2022
| 2022 £'000 | 2021 (Restated) £'000 | ||
| Cash flow from operating activities | |||
| Return on operating activities before tax | (61,122) | 22,264 | |
| Interest expense | 968 | 1,075 | |
| Losses on investments held at fair value through profit or loss | 64,501 | (26,633) | |
| Decrease/(increase) in receivables | 2 | (10) | |
| Increase/(decrease) in payables | (92) | (92) | |
| Exchange Gains/Losses on Currency Balances | (5,815) | 1,446 | |
| Tax | (40) | (42) | |
| Net cash (used in)/generated from operating activities | (1,598) | (1,992) | |
Cash flow from investing activities | |||
| Purchases of investments | (86,419) | (82,898) | |
| Sales of investments | 105,030 | 84,370 | |
| Derivative instrument cashflows | (71) | (11,953) | |
| Net cash inflow/(outflow) from investing activities | 18.540 | (10,481) | |
Cash flow from financing activities | |||
| Issue of shares | - | 26,986 | |
| Ordinary shares bought back and held in treasury | (1,509) | - | |
| Equity dividends paid | (8,469) | (5,455) | |
| Interest paid | (960) | (1,068) | |
| Net cash generated in financing activities | (10,938) | 20,463 | |
Net increase/(decrease) in cash and cash equivalents | 6,004 | 7,990 | |
| Exchange gains/losses on Currency Balances | 5,815 | (1,446) | |
| Cash and cash equivalents at beginning of year | 37,021 | 30,477 | |
| Cash and cash equivalents at end of year | 48,840 | 37,021 |
The notes below form part of these Financial Statements.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
For the year ended 31 July 2022
1. General information and accounting policies
Manchester and London Investment Trust plc is a public limited company incorporated in the UK and registered in England and Wales. The principal activity of the Company is that of an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.
The Company's Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The Financial Statements have also been prepared in accordance with the AIC SORP for the financial statements of investment trust companies and venture capital trusts.
Basis of preparation
In order to better reflect the activities of an investment trust company and in accordance with the AIC SORP, supplementary information which analyses the Statement of Comprehensive Income between items of revenue and capital nature has been prepared alongside the Statement of Comprehensive Income.
The Financial Statements are presented in Sterling, which is the Company's functional currency as the UK is the primary environment in which it operates, rounded to the nearest £'000, except where otherwise indicated.
Going concern
The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met.
The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered the likely impacts of international and economic uncertainties on the Company, operations and the investment portfolio. These include, but are not limited to, the impact of COVID-19, the war in Ukraine, political instability in the UK, supply shortages and inflationary pressures.
The Directors noted that the Company, with the current cash balance and holding a portfolio of listed investments, is able to meet the obligations of the Company as they fall due. The current cash balance, enables the Company to meet any funding requirements and finance future additional investments. The Company is a closed-end fund, where assets are not required to be liquidated to meet day to day redemptions.
The Directors have completed stress tests assessing the impact of changes in market value and income with associated cash flows. In making this assessment, they have considered plausible downside scenarios. These tests were driven by the possible effects of continuation of the COVID-19 pandemic but, as an arithmetic exercise, apply equally to any other set of circumstances in which asset value and income are significantly impaired. The conclusion was that in a plausible downside scenario the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the Company could experience further reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which would threaten the Company's ability to continue as a going concern.
The Directors, the Manager and other service providers have put in place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern, having taken into account the liquidity of the Company's investment portfolio and the Company's financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily invests in companies listed on recognised international exchanges.
Accounting developments
In the year under review, the Company has applied amendments to IFRS issued by the IASB adopted in conformity with UK adopted international accounting standards. These include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements. This incorporated:
- Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 9, IAS 39 and IFRS 7);
- Onerous contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
- IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Disclosure initiative - Definition of Material); and
- Revisions to the Conceptual Framework for Financial Reporting.
The adoption of the changes to accounting standards has had no material impact on these or prior years' financial statements. There are amendments to IAS/IFRS that will apply from 1 August 2022 as follows:
- Classification of liabilities as current or non-current (Amendments to IAS 1);
- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
- Definition of Accounting Estimates (Amendments to IAS 8);
- Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12 Income Taxes; and
- Annual improvements to IFRS Standards.
The Directors do not anticipate the adoption of these will have a material impact on the financial statements.
Restatement of 2021 and 2020 Comparatives
In assessing the Company's current asset and current liability positions as part of the annual financial statement process, a classification error has been identified relating to the presentation of current assets and liabilities within the Unrealised derivative assets/liabilities and Cash and cash equivalents account lines. Cash received from the Company's brokers on the periodic reset of the contract for difference positions was previously presented as part of the derivative asset/liability balances and collateral cash held in margin/collateral accounts at the Company's brokers was previously presented with cash and cash equivalents. These amounts have been reclassified because cash received from the periodic reset of contracts for difference is considered to be a realisation and the cash held in margin/collateral accounts does not meet the definition of cash under IAS 7 and so have been presented separately as Cash collateral receivable from, or payable to, brokers on the statement of financial position.
The correction of this classification error has no impact on the Company's net assets (and the resulting net asset value per share figure) nor on the Company's Statement of Comprehensive Income. The balances within the Company's Statement of Financial Position as at 31 July 2021 and 31 July 2020 have been restated for consistency as shown in the following table. In addition, the Derivative instrument cashflows in the Statement of Cash Flows for the year ended 31 July 2021 has been restated from a cash outflow of £21,704,000 to a cash outflow of £11,953,000.
| 2021 Original £'000 | 2021 (Restated) £'000 | 2020 Original £'000 | 2020 (Restated) £'000 | |
| Unrealised derivative assets 44,903 | 14,917 | 29,229 | 4,837 | |
| Cash and cash equivalents 82,970 | 37,021 | 86,177 | 30,477 | |
| Cash collateral receivable from brokers - | 80,174 | - | 79,352 | |
| Unrealised derivative liabilities (14,871) | (19,110) | (24,278) | (23,538) | |
| The net assets of the Company are stated below. | ||||
| 2021 | 2021 | 2020 | 2020 | |
| Original | (Restated) | Original | (Restated) | |
| £'000 | £'000 | £'000 | £'000 | |
| Net assets 269,686 | 269,686 | 225,933 | 225,933 | |
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The areas requiring the greatest level of judgement and estimation in the preparation of the Financial Statements are: valuation of derivatives; and accounting for revenue and expenses in relation to equity swaps. The policies for these are set out in the notes to the Financial Statements.
There were no significant accounting estimates or critical accounting judgements in the year.
Investments
Investments are measured initially, and at subsequent reporting dates, at fair value through profit and loss, and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe of the relevant market. For listed equity investments, this is deemed to be closing prices.
Changes in fair value of investments are recognised in the Statement of Comprehensive Income as a capital item. On disposal, realised gains and losses are also recognised in the Statement of Comprehensive Income as capital items.
All investments for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy in note 9.
Financial instruments
The Company may use a variety of derivative instruments, including equity swaps, futures, forwards and options under master agreements with the Company's derivative counterparties to enable the Company to gain long and short exposure on individual securities.
The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Listed options and futures contracts are recognised at fair value through profit or loss valued by reference to the underlying market value of the corresponding security, traded prices and/or third party information.
Notional dividend income arising on long positions is recognised in the Statement of Comprehensive Income as revenue. Interest expenses on open long positions are allocated to capital. All remaining interest or financing charges on derivative contracts are allocated to the revenue account.
Unrealised changes to the value of securities in relation to derivatives are recognised in the Statement of Comprehensive Income as capital items.
Foreign currency
Transactions denominated in foreign currencies are converted to Sterling at the actual exchange rate as at the date of the transaction. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies at the year end are translated at the Statement of Financial Position date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is capital or revenue in nature.
Cash and cash equivalents
Cash comprises cash in hand and overdrafts. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
For the purposes of the Statement of Financial Position and the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable.
Cash held in margin/collateral accounts at the Company's brokers is presented as Cash collateral receivable from brokers in the financial statements. Any cash collateral owed back to the brokers on marked to market gains of Equity Swaps is shown in the financial statements as Cash collateral payable to brokers.
Trade receivables, trade payables and short-term borrowings
Trade receivables, trade payables and short-term borrowings are measured at amortised cost.
Revenue recognition
Revenue is recognised when it is probable that economic benefits associated with a transaction will flow to the Company and the revenue can be reliably measured.
Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are disclosed separately in the Statement of Comprehensive Income.
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established.
All other income is accounted for on a time-apportioned basis and recognised in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on an accruals basis and are charged to revenue. All other administrative expenses are charged through the revenue column in the Statement of Comprehensive Income.
Finance costs
Finance costs are accounted for on an accruals basis.
Financing charged by the Prime Brokers on open long positions are allocated to capital, with other finance costs being allocated to revenue.
Taxation
The charge for taxation is based on the net revenue for the year and any deferred tax.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with recommendations of the AIC SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the "marginal" basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.
No taxation liability arises on gains from sales of investments by the Company by virtue of its investment trust status. However, the net revenue (excluding investment income) accruing to the Company is liable to corporation tax at prevailing rates.
Dividends payable to Shareholders
Dividends to Shareholders are recognised as a liability in the period in which they are approved and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Statement of Financial Position date have not been recognised as a liability of the Company at the Statement of Financial Position date.
Share capital
The share capital is the nominal value of issued ordinary shares and is not distributable.
Share premium
The Share premium account represents the accumulated premium paid for Shares issued in previous periods above their nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve:
- costs associated with the issue of equity;
- premium on the issue of Shares; and
- premium on the sales of Shares held in Treasury over the market value.
Special Reserve
The special reserve was created by a cancellation of the share premium account increasing the distributable reserves of the Company. The special reserve is distributable, and the following items are taken to this reserve:
- costs of share buy-backs, including related stamp duty and transaction costs; and
- dividends.
Capital reserve
The following are taken to capital reserve:
- gains and losses on the realisation of investments;
- increases and decreases in the valuation of the investments held at the year end;
- cost of share buy backs;
- exchange differences of a capital nature; and
- expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.
Retained earnings
The revenue reserve represents accumulated revenue account profits and losses. The surplus accumulated profits are distributable by way of dividends.
2. Income
| 2022 £'000 | 2021 £'000 | ||
| Dividends from listed investments | 265 | 815 | |
| Sundry income | - | 8 | |
| 265 | 823 |
3. Management fee
| 2022 | 2021 | |
| £'000 | £'000 | |
| Base fee | 1,022 | 1,266 |
| Variable fee | 434 | 633 |
| Risk management and valuation fee | 59 | 59 |
| 1,515 | 1,958 |
The Management Fee payable to the Manager is equal to 0.5% per annum of the Company's NAV (the "Base Fee"), calculated as at the last business day of each calendar month (the "Calculation Date"), and is paid monthly arrears. An uplift of 0.25% of the NAV will be applied to the fee, should the performance of the Company over the 36-month period to the Calculation Date be above that of the Company's benchmark. Should the performance of the Company over the 36-month period to the Calculation Date be below that of the Company's benchmark, a downward adjustment of 0.25% of the NAV will be applied to the fee.
In addition, a Risk Management and Valuation fee equating to £59,000 on an annualised basis is charged by the AIFM. The Manager is also reimbursed any expenses incurred by it on behalf of the Company.
4. Other operating expenses
| 2022 £'000 | 2021 £'000 | |
| Directors' fees | 94 | 97 |
| Auditors' remuneration | 34 | 32 |
| Registrar fees | 27 | 31 |
| Depositary fees | 83 | 92 |
| Other expenses | 336 | 473 |
| 574 | 725 |
Other operating expenses include irrecoverable VAT where appropriate, excluding the Auditors' and Directors' remuneration which have been shown net of VAT.
No non-audit services were provided by Deloitte LLP in the year to 31 July 2022.
5. Finance costs
| 2022 | 2021 | |
| £'000 | £'000 | |
| Charged to revenue | 55 | 205 |
| Charged to capital | 952 | 1,038 |
| 1,007 | 1,243 |
6. Taxation
a) Analysis of charge in year
| Year to 31 July 2022 | Year to 31 July 2021 | |||||||
| Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |||
| Current tax: | ||||||||
| Overseas tax not recoverable | 40 | - | 40 | 42 | - | 42 | ||
| 40 | - | 40 | 42 | - | 42 | |||
b) The current taxation charge for the year is lower than the standard rate of Corporation Tax in the UK of 19% (2021: 19%). The differences are explained below: | ||||||||
| Net return before taxation | (1,628) | (59,494) | (61,122) | (1,815) | 24,079 | 22,264 | ||
| Theoretical tax at UK corporation tax rate of 19% (2021: 19%) | (309) | (11,304) | (11,613) | (345) | 4,575 | 4,230 | ||
| Effects of: | ||||||||
| Foreign dividends that are not taxable | (51) | - | (51) | (56) | - | (56) | ||
| Accrued income exempt on receipt | - | - | - | (2) | - | (2) | ||
| Non- taxable investment losses/(gains) | - | 11,123 | 11,123 | - | (4,772) | (4,772) | ||
| Offshore income gains | 5 | - | 5 | - | - | - | ||
| Irrecoverable overseas tax | 40 | - | 40 | 42 | - | 42 | ||
| Unrelieved excess expenses | 355 | 181 | 536 | 403 | 197 | 600 | ||
| Total tax charge | 40 | - | 40 | 42 | - | 42 | ||
c) Factors that may affect future tax charges.
At 31 July 2022, there is an unrecognised deferred tax asset, measured at the latest enacted tax rate of 25%, of £3,813,000 (2021: £2,392,000). This deferred tax asset relates to surplus management expenses and non trade loan relationship debits. It is unlikely that the company will generate sufficient taxable profits in the foreseeable future to recover these amounts and therefore the asset has not been recognised in the year, or in prior years.
As at 31 July 2022, the company has unrelieved capital losses of £9,329,000 (2021: £9,329,000). There is therefore, a related unrecognised deferred tax asset, measured at the latest enacted rate of 25%, of £2,332,000 (2021: £1,773,000). These capital losses can only be utilised to the extent that the company does not qualify as an investment trust in the future and, as such, the asset has not been recognised.
7. Dividends
Amounts recognised as distributions to equity holders in the year: | 2022 £'000 | 2021 £'000 |
| Final ordinary dividend for the year ended 31 July 2021 of 7.0p (2020: 7.0p) per share | 2,831 | 2,618 |
| Interim ordinary dividend for the year ended 31 July 2022 of 7.0p (2021: 7.0p) per share | 2,819 | 2,837 |
| Special dividend for the year ended 31 July 2022 of 7.0p | 2,819 | - |
| 8,469 | 5,455 |
The Directors are proposing a final dividend of 7.0p for the financial year 2022.
We also set out below the total dividend 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.
Included in the dividend distributions to equity holders in the year includes £6,899,000 (2021: nil) paid from special reserve.
| 2022 £'000 | 2021 £'000 | |
| Interim ordinary dividend for the year ended 31 July 2022 of 7.0p (2021: 7.0p) per Share | 2,819 | 2,837 |
| Special dividend for the year ended 31 July 2022 of 7.0p (2021: nil) per share | 2,819 | - |
| Proposed final ordinary dividend* for the year ended 31 July 2022 of 7.0p (2021: 7.0p) per Share | 2,819* | 2,835 |
| 8,457 | 5,672 |
*Based on Shares in circulation on 20 October 2022 (excluding Shares held in treasury).
8. Return per Share
| 2022 | 2021 | |||||
| Net Return £'000 | Weighted Average Shares | Total (p) | Net Return £'000 | Weighted Average Shares | Total (p) | |
| Basic and fully diluted return: | ||||||
| Net revenue return after taxation | (1,668) | 40,338,477 | (4.13) | (1,857) | 38,917,758 | (4.77) |
| Net capital return after taxation | (59,494) | 40,338,477 | (147.49) | 24,079 | 38,917,758 | 61.87 |
| Total | (61,162) | 40,338,477 | (151.62) | 22,222 | 38,917,758 | 57.10 |
Basic revenue, capital and total return per Share is based on the net revenue, capital and total return for the period and on the weighted average number of Shares in issue of 40,338,477 (2021: 38,917,758).
9. Investments at fair value through profit or loss
| 2022 | 2021 | |
| Total £'000 | Total £'000 | |
| Analysis of investment portfolio movements | ||
| Opening cost at 1 August | 80,793 | 69,228 |
| Opening unrealised appreciation at 1 August | 76,126 | 68,105 |
| Opening fair value at 1 August | 156,919 | 137,333 |
| Movements in the year | ||
| Purchases at cost | 87,343 | 80,696 |
| Sales proceeds | (105,030) | (84,365) |
| Realised profit on sales | 19,394 | 15,234 |
| (Decrease)/increase in unrealised appreciation | (30,515) | 8,021 |
| Closing fair value at 31 July | 128,111 | 156,919 |
| Closing cost at 31 July | 82,500 | 80,793 |
| Closing unrealised appreciation at 31 July | 45,611 | 76,126 |
| Closing fair value at 31 July | 128,111 | 156,919 |
Fair value hierarchy
Financial assets of the Company are carried in the Statement of Financial Position at fair value. The fair value is the amount at which the asset could be sold or the liability transferred in an orderly transaction between market participants, at the measurement date, other than a forced or liquidation sale. The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that
is significant to the fair value measurement of the relevant assets as follows:
- Level 1 - valued using quoted prices unadjusted in an active market.
- Level 2 - valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in Level 1.
- Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability.
The tables below set out fair value measurements of financial instruments as at the year end, by their category in the fair value hierarchy into which the fair value measurement is categorised.
For the purposes of the Statement of Financial Position and the Statement of Cash Flows, cash and cash equivalents consist of cash and cash.
Financial assets/liabilities at fair value through profit or loss at 31 July 2022
| Level 1 | Level 2 | Total | |
| £'000 | £'000 | £'000 | |
| Investments | 128,111 | - | 128,111 |
| Unrealised Derivative Assets | - | 2,548 | 2,548 |
| Unrealised Derivative Liability | - | (14,284) | (14,284) |
| Total | 128,111 | (11,736) | 116,385 |
Financial assets/liabilities at fair value through profit or loss at 31 July 2021 (restated)
| Level 1 | Level 2 | Total | |
| £'000 | £'000 | £'000 | |
| Investments | 156,919 | - | 156,919 |
| Unrealised Derivative Assets | - | 14,917 | 14,917 |
| Unrealised Derivate Liability | - | (19,110) | (19,110) |
| Total | 156,919 | (4,193) | 152,726 |
There have been no transfers during the year between Level 1 and 2 fair value measurements.
Transaction costs
During the year, the Company incurred transaction costs of £194,000 (2021: £44,000) on the purchase and disposal of investments.
Analysis of capital gains and losses
| 2022 | 2021 | |
| £'000 | £'000 | |
| Gains on sales of investments | 19,394 | 15,234 |
| Investment holding (losses)/gains | (30,515) | 8,021 |
| Realised (losses)/gains on derivatives | (44,396) | (4,783) |
| Unrealised (losses)/gains on derivatives | (8,984) | 8,161 |
| (64,501) | 26,633 | |
| Realised gains/(losses) on currency balances and trade settlements | 5,959 | (1,516) |
| Dividend income in respect of contracts for difference | 275 | 250 |
| (58,267) | 25,367 |
10. Trade and other receivables
| 2022 £'000 | 2021 £'000 | |
| Prepayments | 29 | 42 |
| 29 | 42 |
11. Cash and cash equivalents
| 2022 £'000 | 2021 £'000 | ||
| Cash and cash equivalents | 48,840 | 37,021 | |
| 48,840 | 37,021 |
As at the balance sheet date, the Company held shares valued at £6,741,000 (2021: £11,845,000) in the Morgan Stanley Sterling Liquidity fund, which has been classified as a Cash equivalent (see Note 1).
12. Trade and other payables
| 2022 £'000 | 2021 £'000 | ||
| Due to Brokers | 924 | - | |
| Accruals | 183 | 277 | |
| 1,107 | 277 |
13. Derivatives
The Company may use a variety of derivative contracts under master agreements with the Company's derivative counterparties to enable it to gain long and short exposure, including Options and Equity Swaps (which are synthetic equities), and are valued by reference to the market values of the investments' underlying securities.
The sources of the return under the Equity Swap contracts (e.g. notional dividends, financing costs, interest returns and realised and unrealised gains and losses) are allocated to the revenue and capital accounts in alignment with the nature of the underlying source of income.
- Notional dividend income or expense arising on long or short positions is apportioned wholly to the revenue account.
- Notional interest or financing charges on open long positions are apportioned wholly to the capital account. All remaining interest or financing charges on derivative contracts are allocated to the revenue account.
- Changes in value relating to underlying price movements of securities in relation to Equity Swap exposures are allocated to capital.
The fair values of derivative financial assets are set out in the table below:
| 2022 Original £'000 | 2021 (Restated) £'000 | 2020 (Restated) £'000 | |
| Unrealised derivative assets | 2,548 | 14,917 | 4,837 |
| Cash collateral receivable from brokers | 36,394 | 80,174 | 79,352 |
| Unrealised derivative liabilities | (14,284) | (19,110) | (23,538) |
| Cash collateral payable to brokers | (1,985) | - | - |
The corresponding gross exposure on long equity swaps as at 31 July 2022 was £73,714,000 (2021: £211,603,000) and the total gross exposure of short equity swaps was £9,695,000 (2021:£nil). The net marked to market futures and options total value as at 31 July 2022 was negative £9,369,000 (2021: negative £14,871,000).
As at 31 July 2022, the Company held cash and cash equivalent balances of £48,840,000 (2021: £37,021,000). The Company also pledged cash of £36,394,000 (2021: £80,174,000) on collateral accounts with counterparty brokers specifically for derivatives (including exchange traded derivatives positions and non-exchange traded swap positions). This cash represents collateral posted to broker deposit accounts in relation to amounts due to brokers in order to maintain open positions and constitute a number of types of margin required (such as initial, marked to market variation etc).
The nature of the Company's portfolio means that the Company gains significant exposure to a number of markets through Equity Swaps. The Company may use Equity Swaps to manage gearing. However, to the extent the Manager has elected not to be geared, the Company will generally hold a level of cash (or equivalent holding in the Cash Fund) on its balance sheet representative of the difference between the cost of purchasing investments directly and the lower initial cost of making a margin payment on an Equity Swap contract.
As at 31 July 2022, the Company also owed £1,985,000 (2021: £Nil) to brokers in respect of cash collateral received relating to amounts owed by these brokers to cover unrealised gains on open Equity Swaps on the Statement of Financial Position. To the extent there are unrealised losses on Equity Swap contracts uncovered by balances held at the broker, the Company will transfer deposit monies across to these broker margin deposit accounts. The Manager monitors margin positions on a daily basis to ensure any margin deposit balances are as expected and any amounts owed to the Company are transferred on a timely basis. In the event of default, a proportion of the monies held in the collateral accounts resides with the counterparty broker.
14. Share capital
| 2022 | 2021 | ||||
| Share capital | Number of Shares | Nominal value £'000 | Number of Shares | Nominal value £'000 | |
| Shares of 25p each issued and fully paid | |||||
| Balance as at 1 August | 40,528,238 | 10,132 | 36,135,738 | 9,034 | |
| Shares issued | - | - | 4,392,500 | 1,098 | |
| Balance as at 31 July | 40,528,238 | 10,132 | 40,528,238 | 10,132 | |
| Treasury shares | |||||
| Buyback of Ordinary Shares into Treasury | 258,183 | - | |||
| Balance at end of year | 258,183 | - | |||
| Total Ordinary Share capital excluding Treasury shares | 40,270,055 | 40,528,238 | |||
No shares were issued during the year (2021: 4,392,500).
During the year, 258,183 Ordinary Shares (2021: nil) were bought back and held in treasury for total cost of £1,509,000.
15. NAV per Share
| NAV per Share | Net assets attributable | |||
| 2022 (p) | 2021 (p) | 2022 £'000 | 2021 £'000 | |
| Shares: basic and fully diluted | 493.04 | 665.43 | 198,546 | 269,686 |
The basic NAV per Share is based on net assets at the year end and 40,270,055 (2021: 40,528,238) Shares in issue, adjusted for any Shares held in Treasury.
16. Risks - investments, financial instruments and other risks
Investment objective and policy
The Company's investment objective and policy are detailed above.
The investing activities in pursuit of its investment objective involve certain inherent risks.
The Company's financial instruments can comprise:
- shares and debt securities held in accordance with the Company's investment objective and policy;
- derivative instruments for trading, hedging and investment purposes;
- cash, liquid resources and short-term debtors and creditors that arise from its operations; and
- current asset investments and trading.
Risks
The risks identified arising from the Company's financial instruments are market risk (which comprises market price risk and interest rate risk), liquidity risk and credit and counterparty risk. The Company may enter into derivative contracts to manage risk. The Board reviews and agrees policies for managing each of these risks, which are summarised below.
These policies remained unchanged since the beginning of the accounting period.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Company assesses the exposure to market risk when making each investment decision and these risks are monitored by the Manager on a regular basis and the Board at quarterly meetings with the Manager.
Details of the long equity exposures held at 31 July 2022 are shown above.
If the price of these investments and equity swaps had increased by 5% at the reporting date with all other variables remaining constant, the capital return in the Statement of Comprehensive Income and the net assets attributable to equity holders of the Company would increase by £9,607,000.
A 5% decrease in share prices would have resulted in an equal and opposite effect of £9,607,000, on the basis that all other variables remain constant. This level of change is considered to be reasonable based on observation of current market conditions.
At the year end, the Company's direct equity exposure to market risk was as follows:
| Company | ||
| 2022 | 2021 | |
| £'000 | £'000 | |
| Equity long exposures | ||
| Investments held in equity form | 128,111 | 156,919 |
| Long exposure held in equity swap hedges | 73,714 | 211,603 |
| 201,825 | 368,522 | |
| Short exposure held in equity swap hedges | (9,695) | - |
| 192,130 | 368,522 | |
Interest rate risk
Interest rate risk arises from uncertainty over the interest rates charged by financial institutions. It represents the potential increased costs of financing for the Company. The Manager actively monitors interest rates and the Company's ability to meet its financing requirements throughout the year and reports to the Board. No sensitivity analysis is presented because, as at the financial year end, the Company held zero balances invested in bonds or fixed interest securities. The Company is charged interest on its Equity Swap positions but these charges are not currently material once netted with interest received on cash, collateral and cash equivalent balances.
Liquidity risk
Liquidity risk reflects the risk that the Company will have insufficient funds to meet its financial obligations as they fall due. The Directors have minimised liquidity risk by investing in a portfolio of quoted companies that are readily realisable.
The Company's uninvested funds are held almost entirely with the Prime Brokers or on deposits with UK banking institutions.
As at 31 July 2022, the financial liabilities comprised:
| Company | ||
| 2022 £'000 | 2021 (Restated) £'000 | |
| Unrealised derivative liabilities | 14,284 | 19,110 |
| Trade payables and accruals | 1,107 | 277 |
| Cash collateral payable to brokers | 1,985 | - |
| 17,376 | 19,387 | |
The above liabilities are stated at amortised cost or fair value.
The Company manages liquidity risk through constant monitoring of the Company's gearing position to ensure the Company is able to satisfy any and all debts within the agreed credit terms.
Currency rate risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. If Sterling had strengthened by 5% against all other currencies at the reporting date, with all other variables remaining constant, the total return in the Statement of Comprehensive Income and the net assets attributable to equity holders of the Company, assuming the Company held no balances in Sterling, would have decreased by £9,927,000. If Sterling had weakened by 5% against all currencies, there would have been an equal and opposite effect. This level of change is considered to be reasonable based on observation of current market conditions.
The Company's material foreign currency exposures are laid out below.
| Sterling | US Dollar | Euro | Hong Kong Dollar | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Investments | 6,174 | 121,937 | - | - | 128,111 |
| Unrealised derivative assets | - | 2,080 | 468 | - | 2,548 |
| Cash and cash equivalents | 10,046 | 36,065 | 2,688 | 41 | 48,840 |
| Cash collateral receivable from brokers | 9,120 | 26,970 | 304 | - | 36,394 |
| Unrealised derivative liabilities | - | (12,689) | (1,595) | - | (14,284) |
| Cash collateral payable to brokers | (1,985) | - | - | - | (1,985) |
| Other net liabilities | (154) | (924) | - | - | (1,078) |
| 23,201 | 173,439 | 1,865 | 41 | 198,546 |
The Company constantly monitors currency rate risk to ensure balances, wherever possible, are translated at rates favourable to the Company.
Credit and counterparty risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations.
The maximum exposure to credit risk as at 31 July 2022 was £80,911,000 (2021: £136,049,000). The calculation is based on the Company's credit risk exposure as at 31 July 2022 and this may not be representative for the whole year.
The Company's quoted investments are held on its behalf by the Prime Brokers. Bankruptcy or insolvency of the Prime Brokers may cause the Company's rights with respect to securities held by the Prime Brokers to be delayed. The Manager and the Board monitor the Company's risk and exposures.
Where the Manager makes an investment in a bond, corporate or otherwise, the credit worthiness of the issuer is taken into account so as to minimise the risk to the Company of default. The credit standing and other associated risks are reviewed by the Manager.
Investment transactions are carried out with a number of brokers where creditworthiness is reviewed by the Manager.
Cash is only held at banks that have been identified by the Board as reputable and of high credit quality. The Manager reviews these on a continual basis with regular updates to the Board.
Capital management policies
The structure of the Company's capital is noted in the Statement of Changes in Equity and managed in accordance with the investment objective and policy set out in the Strategic Report.
The Company's capital management objectives are to maximise the return to Shareholders while maintaining a capital base to allow the Company to operate effectively and meet obligations as they fall due.
The Board, with the assistance of the Manager, monitors and reviews the capital on an ongoing basis. The Company is subject to externally imposed capital requirements:
- as a public company, the Company is required to have a minimum Share capital of £50,000; and
- in accordance with the provisions of Sections 832 and 833 of the Companies Act 2006, the Company, as an investment company:
- is only able to make a dividend distribution to the extent that the assets of the Company are equal to at least one and a half times its liabilities after the dividend payment has been made; and
- is required to make a dividend distribution each year such that it does not retain more than 15% of the income that it derives from shares and securities.
These requirements are unchanged since last year and the Company has complied with them at all times.
A sensitivity analysis has not been prepared for interest risk, as the Company is not materially exposed to interest rates.
17. Related party transactions
MLCM, a company controlled by Mr Mark Sheppard, is the Manager and AIFM of the Company. Mr Sheppard is also a director of MMIC, which is the controlling Shareholder of the Company.
The Manager receives a monthly management fee for these services which in the year under review amounted to a total of £1,515,000 (2021: £1,958,000) excluding VAT. The balance owing to the Manager as at 31 July 2022 was £47,000 (2021: £177,000). Also payable to the Manager during the year were expenses incurred on behalf of the Company of £3,000 (2021: £2,000).
Details relating to the Directors' emoluments are found in the Directors' Remuneration Report in the full Annual Report.
18. Ultimate control
The ultimate controlling Shareholder throughout the year and the previous year was MMIC, a company incorporated in the UK and registered in England and Wales. This company was controlled throughout the year and the previous year by Mr Mark Sheppard and his immediate family.
A copy of the financial statements of MMIC can be obtained from the Company's website: www.mlcapman.com/manchester-london-investment-trust-plc.
19. Post Statement of Financial Position events
There are no post balance sheet events to report.
GLOSSARY
Active share
Active share is a measure of the percentage of stock holdings in a manager's portfolio that differ from the comparative benchmark index. It is calculated by summing the absolute differences between benchmark and portfolio holdings' weights, then dividing by two (to eliminate double counting). An active share of 100 indicates no overlap with the index and an active share of zero indicates a portfolio that tracks the index (when using leverage, maximum active share levels can exceed 100%).
Alternative Performance Measure ('APM')
An APM is a numerical measure of the Company's current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors in an investment trust such as the Company.
Delta
Delta measures the degree to which an option is exposed to shifts in the price of the underlying asset (i.e. stock) or commodity (i.e. futures contract). Values range from 1.0 to -1.0 (or 100 to -100, depending on the convention employed). See website link for further details: https://mlcapman.com/faq/
Delta Adjusted Exposure
Delta times the underlying security's notional exposure for options. For all other instruments, the notional exposure of the security. At the sector and portfolio levels, this is the sum of the individual security delta adjusted exposures. See website link for further details: https://mlcapman.com/faq/
Discount/premium
If the Share price is lower than the NAV per Share it is said to be trading at a discount. The size of the discount is calculated by subtracting the Share price from the NAV per Share and is usually expressed as a percentage of the NAV per Share. If the Share price is higher than the NAV per Share, this situation is called a premium.
Gearing
Gearing refers to the level of the Company's debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio. If the Company's assets grow, the Shareholders' assets grow proportionately more because the debt remains the same. But if the value of the Company's assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Gearing represents borrowings at par less cash and cash equivalents (including any outstanding trade or foreign exchange settlements) expressed as a percentage of Shareholders' funds.
Potential gearing is the Company's borrowings expressed as a percentage of Shareholders' funds.
Leverage
Under the AIFMD it is necessary for AIFs to disclose their leverage in accordance with the prescribed calculations of the Directive. Leverage is often used as another term for gearing which is included within the Strategic Report. Under the AIFMD there are two types of leverage that the AIF is required to set limits for, monitor and periodically disclose to investors. The two types of leverage calculations defined are the gross and commitment methods. These methods summarily express leverage as a ratio of the exposure of debt, non-sterling currency, equity or currency hedging and derivatives exposure against the net asset value. The difference between the two methods is that the commitment method nets off derivative instruments and the gross method aggregates them.
Net asset value ("NAV")
The NAV is Shareholders' funds expressed as an amount per individual Share. Shareholders' funds are the total value of all the Company's assets, at a current market value, having deducted all liabilities and prior charges at their par value (or at their asset value). The total NAV per Share is calculated by dividing the NAV by the number of Shares in issue excluding Treasury Shares.
Prime Broker
Prime brokerage is the bundling of services by investment banks enabling the Company to borrow securities and cash in order to be able to invest on a netted basis and achieve an absolute return. The Prime Broker provides custody and a centralised securities clearing facility for the Company so the Company's collateral requirements are netted across all deals handled by the Prime Broker.
Ongoing charges ratio
As recommended by the AIC, ongoing charges are the Company's annualised expenses including (excluding finance costs, variable management fee and certain non-recurring items) expressed as a percentage of the average monthly net assets of £235,137,000. The ongoing charges ratio is 0.67%.
Total assets
Total assets include investments, cash, current assets and all other assets. An asset is an economic resource, being anything tangible or intangible that can be owned or controlled to produce value and to produce positive economic value. Assets represent the value of ownership that can be converted into cash. The total assets less all liabilities will be equivalent to total Shareholders' funds.
Total return
Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. The total return measures the combined effect of any dividends paid, together with the rise or fall in the Share price or NAV. This is calculated by the movement in the NAV or Share price plus dividend income reinvested by the Company at the prevailing NAV or Share price.
| NAV Total Return | Page** | 31 July 2022 | 31 July 2021 | |
| Closing NAV per Share (p) | 3 | 493.04 | 665.43 | a |
| Total dividends paid in the year ended 31 July 2022 (2021) (p) | 21.00 | 14.00 | ||
| Adjusted closing NAV (p) | 514.04 | 679.43 | ||
| Opening NAV per Share (p) | 3 | 665.43 | 625.23 | b |
| NAV total return unadjusted (c=((a-b)/b)) (%) | (22.75) | 8.67 | c | |
| NAV total return adjusted (%)* | 3/4 | (23.00) | 8.70 |
* Based on NAV price movements and dividends reinvested at the relevant cum dividend NAV value during the period. Where the dividend is invested and the NAV value falls this will further reduce the return or, if it rises, any increase will be greater. The source is Bloomberg who have calculated the return on an industry comparative basis.
** Page numbers refer to those in the full Annual Report
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Manchester and London Investment Trust plc will be held by means of an Electronic Facility on Monday, 21 November 2022 at 12.00 noon.
The notice of this meeting, which includes an explanation of the items of business to be considered at the meeting and restrictions on attendance in person, will be circulated to Shareholders and will also be available at www.mlcapman.com/manchester-london-investment-trust-plc.
NATIONAL STORAGE MECHANISM
A copy of the Annual Report and Financial Statements and Notice of Annual General Meeting will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
LEI: 213800HMBZXULR2EEO10
ENDS
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
