TWENTYFOUR INCOME FUND LIMITED
ANNUAL REPORT AND AUDITED FINANCIAL
STATEMENTS
For the year ended 31 March 2020
LEI: 549300CCEV00IH2SU369
(Classified Regulated Information, under DTR 6 Annex 1 section
1.1)
The Company has today, in accordance with DTR 6.3.5, released
its Report and Audited Financial Statements for the year ended
31 March 2020. The Report will
shortly be available via the Company's Portfolio Manager’s
website www.twentyfouram.com and will shortly be available for
inspection online at www.morningstar.co.uk/uk/NSM website.
SUMMARY INFORMATION
The Company
TwentyFour Income Fund Limited (the “Company”) was incorporated
with limited liability in Guernsey, as a closed-ended investment company
on 11 January 2013. The Company’s
shares were listed with a Premium Listing on the Official List of
the UK Listing Authority and admitted to trading on the Main Market
of the London Stock Exchange on 6 March
2013.
Investment Objective and Investment Policy
The Company’s investment objective is to generate attractive
risk adjusted returns principally through income distributions.
The Company’s investment policy is to invest in a diversified
portfolio of predominantly UK and European Asset Backed
Securities.
At an Extraordinary General Meeting held on 10 May 2019, Shareholders agreed to pass a
resolution to update the Company’s Investment Policy. Amended
Investment Policy details are outlined below. Details of the prior
Investment Policy can be found in the Company’s Annual Financial
Statements for the year ended 31 March
2019.
The Company will maintain a Portfolio diversified by issuer, it
being anticipated that the Portfolio will comprise at least 50
Asset Backed Securities at all times.
The Portfolio must comply, as at each date an investment is
made, with the following restrictions:
(i) no more than
20 per cent. of the Portfolio value will be backed by collateral in
any single country (save that this restriction will not apply to
Northern European countries);
(ii) no more than 10
per cent. of the Portfolio value will be exposed to any single
Asset Backed Security or issuer of Asset Backed Securities, but
provided that where more than 5 per cent. of the Portfolio value is
exposed to a single Asset Backed Security, these Asset Backed
Securities in respect of which more than 5 per cent. of the
Portfolio value is exposed, may not, in aggregate, make up more
than 40 per cent. of the total Portfolio value of the Company;
(iii) no more than 15 per
cent. of the Portfolio value will be exposed in aggregate to
instruments not deemed securities for the purposes of FSMA,
provided that no more than 3 per cent. of the Portfolio value will
be exposed to any single such instrument; and
(iv) up to 10 per cent. of
the Portfolio value may be exposed to Asset Backed Securities
backed by collateral from several countries where, in addition to
countries within the UK and Europe, one or more of the countries is
outside of the UK and Europe.
As an exception to the requirements set out above the Portfolio
Manager will be permitted to purchase new investments at any time
when the Portfolio does not comply with one or more of those
restrictions so long as, at the time of investment:
·
the asset purchased would be compliant with the single country
restriction above (even where following the purchase more than 20
per cent. of the Portfolio will be backed by collateral in another
single country due to market movements);
·
the asset purchased would be compliant with the single Asset Backed
Security/issuer exposure restriction above (even where following
the purchase more than 10 per cent. of
the Portfolio value will be exposed to any single Asset Backed
Security or issuer of Asset Backed Securities, provided that Asset
Backed Securities within the Portfolio to which more than 5 per
cent. of the Portfolio value is exposed, may not make up more than
40 per cent. of the total Portfolio value of the Company); and
·
such purchase does not make the Portfolio, in aggregate, less
compliant with any of (i), (ii), (iii) and (iv) above.
Uninvested cash or surplus capital or assets may be invested on
a temporary basis in:
·
cash or cash equivalents, namely money market funds or short term
money market funds (as defined in the ‘Guidelines on a Common
Definition of European Money Market Funds’ published by the
Committee of European Securities Regulators (CESR) and adopted by
the European Securities and Markets Authority (ESMA)) and other
money market instruments (including certificates of deposit,
floating rate notes and fixed rate commercial paper of banks or
other counterparties having a “single A” or higher credit rating as
determined by any internationally recognised rating agency selected
by the Board which, may or may not be registered in the EU);
and
·
any “government and public securities” as defined for the purposes
of the FCA Rules.
The Company may employ gearing or derivatives for investment
purposes.
The Company may, from time to time, use borrowing for investment
opportunities and short-term liquidity purposes, which could be
achieved through a loan facility or other types of collateralised
borrowing instruments including repurchase transactions or stock
lending. The Company may have more than one, loan, repurchase or
stock loan facility in place. The Company is permitted to provide
security to lenders in order to borrow money, which may be by way
of mortgages, charges or other security interests or by way of
outright transfer of title to the Company’s assets. In this case,
the Directors will restrict borrowing to an amount not exceeding 25
per cent. of the Company’s Net Asset Value at the time of drawdown.
Derivatives may be used for currency hedging purposes as set out
below and for efficient portfolio management.
In accordance with the Listing Rules, the Company can only make
a material change to its investment policy with the approval of its
Shareholders by Ordinary Resolution.
Target Returns
The Company has a target annual net total return on the
Company’s NAV of between 6% and 9% per annum, which includes
quarterly dividends with a target yield each financial year of 6%
or higher, of the Issue Price.*
Ongoing Charges
Ongoing charges for the year ended 31
March 2020 have been calculated in accordance with the
Association of Investment Companies (the “AIC”) recommended
methodology. The ongoing charges for the year ended 31 March 2020 were 0.96% (31 March 2019: 0.95%).
* The Issue Price being £1.00. This is a target only and not a
profit forecast. There can be no assurance that this target will be
met or that the Company pay any dividends at all. This target
return should not be taken as an indication of the Company’s
expected or actual current or future results. The Company’s actual
return will depend upon a number of factors, including the number
of Ordinary Shares outstanding and the Company’s total expense
ratio. Potential investors should decide for themselves whether or
not the return is reasonable and achievable in deciding whether to
invest in or retain or increase their investment in the Company.
Further details on the Company’s financial risk management can be
found in note 17 for further detail.
Shareholder Information
Northern Trust International Fund Administration Services
(Guernsey) Limited (the
“Administrator”) is responsible for calculating the NAV per share
of the Company. The unaudited NAV per ordinary redeemable share
will be calculated as at the close of business on the last business
day of every week and the last business day of every month by the
Administrator and will be announced by a Regulatory News Service
the following business day.
Financial Highlights
|
|
|
|
|
|
31.03.20 |
31.03.19 |
|
|
|
|
|
|
|
|
Total Net
Assets |
|
|
|
|
£475,369,856 |
£500,465,449 |
|
|
|
|
|
|
|
|
Net Asset
Value per share |
|
|
|
94.19p |
113.28p |
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
88.00p |
115.28p |
|
|
|
|
|
|
|
|
(Discount)/premium to Net Asset Value |
|
|
-6.57% |
1.77% |
|
|
|
|
|
|
|
|
Dividends
declared in respect of the year |
|
|
6.40p |
6.45p |
As at 21 July 2020, the discount
had moved to -0.18%. The estimated NAV per share and mid-market
share price stood at 103.44p and 103.25p respectively.
CHAIRMAN’S STATEMENT
for the year ended 31 March
2020
I am pleased to present my report on the Company’s progress for
the year ended 31 March 2020.
The Company’s shares have typically traded at a premium since
launch, and continued to do so during the first four months of the
year, switching to a discount during the autumn due to a softening
of the ABS market. This discount persisted until November 2019, due to a combination of NAV
performance and a number of investors electing to participate in
the three year exit facility, subsequently moving back to a
premium. This premium continued into year-end and until the
COVID-19 market sell-off in the latter part of the year. The large
disparity between the Net Asset Value (“NAV”) and the share price
during March pushed the average discount during the year to 0.68%,
and it moved in a range of +3.0% to -23.8% during the year. As at
21 July 2020, the discount had moved
to -0.18%. The estimated NAV per share and mid-market share price
stood at 103.44p and 103.25p respectively.
The Board is willing to continue to authorise the issuance of
further shares based on the Portfolio Manager’s confirmation that
attractive investment opportunities are available in the market
that enhance the portfolio.
The NAV total return on the shares from launch to 31st March 2020 was 43.22% (including dividends
paid). The NAV per share dropped 12.03% (including dividends paid)
by year end largely driven by COVID-19 and the timing of the market
sell-off relative to the Company’s year-end. The income component
of the return to investors remained strong; the Company declared
three dividends of 1.5p per share to cover the pro-rata minimum
return of 6p per share, and announced a final dividend for the
previous period covering all excess returns in respect of the year
of 1.9p per share.
The NAV performance of the Company has varied during the year.
It was broadly positive during the first three months as European
ABS spread performance caught up with corporate credit after a slow
start to 2019, before some weakness was felt during August and
September 2019, though prices
rebounded strongly into the end of the year. However this has been
completely overshadowed by the volatility felt across all financial
markets since late February, as a result of the implications of a
global shutdown in response to the COVID-19 pandemic. Fundamental
performance of the asset pools and structures remained strong and
stable at the period end, and ratings remained stable. However, a
global recession is now expected and this will lead to an increase
in arrears and loan defaults generally in both consumer and
corporate lending markets, as well as a current increase in bonds
being put on review for downgrade, which will likely lead to an
increase in credit ratings downgrades in future. As an indication
of the size of the move in spreads during the COVID market
disruption, I understand that single-B rated CLOs, which are very
much at the most volatile end of the Company’s holdings, widened
from a spread of 795 basis points to over 2,000 basis points. They
have since recovered to around 1,200 basis points. The impact of
these kind of movements was a 20% reduction in the Company’s NAV,
with a subsequent ongoing recovery.
As a result of the market moves seen at the end of the financial
year, spreads in European ABS are now wider than they have
generally been since the Company was launched. While underlying
performance of the sector is expected to deteriorate, the
dislocation between the performance implied by current pricing and
what is expected means that the current opportunity set has become
as, or more, interesting than it has been during the life of the
Company. This will allow for additional capital to be issued should
investor appetite demand it.
Towards the end of the year I discussed with the Manager their
transition to working from home, and was pleased to note, and
observe from our ongoing interactions with them, that their systems
were robust and allowed them to continue to manage the Portfolio
with minimum impact as a result. I understand that from an early
stage they planned to have the ability to work from home for the
long term, albeit returning to their office once the effects of
COVID-19 have reduced to make it safe, efficient and optimal to do
so.
While I recognise the potential for volatility, in particular as
the global lockdown and its impact on economic performance plays
out, I believe the Company’s structure remains an appropriate way
for investors to invest in such assets. I remain confident of the
Company’s ability to fulfil its objectives. Although the market and
portfolio have seen significant price volatility, we do not expect
to see any of the investments default and so the loss to date is
expected to be recovered as the portfolio's investments mature over
subsequent periods. The Company’s target continues to be to pay an
annual dividend equal to the income generated by the portfolio.
Short-term unrealised losses do not impact the Company’s ability to
pay a dividend. Should these losses endure for a longer period and
should they subsequently be realised, it may be necessary to adjust
the dividend target. The recovery of the Company’s NAV post-year
end has reduced the likelihood of this occurring. There has been no
loss of expected income either, so the Company expects to pay
dividends in line with its policy.
Trevor
Ash
Chairman
21 July
2020
PORTFOLIO MANAGER’S REPORT
For the year ended 31 March 2020
Market Commentary
The key themes that drove broader market sentiment through 2019
continued throughout the year, with central bank policy and the
trade tariff dispute dominating the markets, while Brexit
uncertainty remained heightened. A resolution to the US-China trade
conflict emerged towards the end of the year, as did a convincing
victory for the Conservative Party in the UK, which provided more
certainty around the path of Brexit negotiations. These allowed for
a more positive end to 2019 and start to 2020. However, shortly
before the end of the period, the COVID-19 pandemic created
significant market volatility as investors sold assets to create
liquidity, and a global lockdown created the prospect of a global
recession of uncertain length and severity.
In April 2019, the Board of
TwentyFour Income Fund announced the intention to issue new
ordinary redeemable shares in response to ongoing demand, and due
to the belief of both the Board and TwentyFour Asset Management
that there was an opportunity to deploy additional funds with
favourable returns. The capital raising of £80m saw significant
demand, which was very successful against a backdrop of equity and
wider market volatility during the subscription period.
Sentiment in the European ABS market continued to improve
throughout April 2019, with the
Brexit extension adding to the support following the successful
refinancing of the large legacy Northern Rock mortgage portfolio
transaction in March 2019. This
strong technical support remained in contrast to the very limited
amount of issuance in Q1, the market saw a healthy amount of
well-diversified issuance. The UK market also saw its first Prime
STS RMBS deal from Nationwide, which generated very strong demand.
The deal was also notable in that it was the first publicly placed
deal in the market referencing Sonia as its index, as opposed to
Libor. The transition of UK issuers to the Sonia index increased
during the period as expected, as the Bank of England continued to encourage a move away
from fixing to Libor, which is due to be phased out at the end of
2021.
May 2019 saw spreads perform
initially on light supply, however as the pipeline built and
corporate credit markets widened, the market started to see a
little weakness seep into ABS performance. CLO issuance slowed but
overall year-to-date performance, particularly in the AAA and
mezzanine space, remained positive. Some of the focus on primary
deals was at the shorter end, and there was a pick-up in CLO
refinancing deals and continuation of the development of steeper
tiering on a spread basis by manager, maturity and tranche
rating.
Markets rallied across the board in June
2019, with both risk-off and risk-on assets posting positive
returns, as the Fed seemed to pacify the markets’ call for lower
rates, and as the outgoing ECB president, Mario Draghi, delivered a particularly dovish
speech stating the ECB stood ready to act with additional stimulus
if the outlook in Europe didn’t
improve. This naturally led to a strong rally in both European
government bonds and credit, which filtered through to the European
ABS market and later in the month we saw a compression in
spreads.
The momentum of primary ABS issuance continued unabated
throughout July 2019 against a fairly
benign macro backdrop. With low levels of volatility, most deals
were placed at the tighter end of guidance, with decent levels of
oversubscription in mezzanine bonds in particular. Heavy issuance
in CLOs led to spreads being a little weaker in the mezzanine
tranches, which was understandable given the amount of supply. The
deeper mezzanine spreads had been driven more by the manager and
the quality of the underlying portfolio. Secondary spreads in the
wider ABS market generally held in well over the month, trending
sideways as opposed to widening in the face of heightened primary
supply.
Escalating trade wars, geopolitical events and deteriorating
economic data combined to create a more vulnerable backdrop to risk
markets through August 2019, however
the European ABS market was typically very quiet with virtually no
primary public issuance. The market bounced back in September 2019 with a wide range of deals priced.
Issuance over the month grossed around €9bn, subscription levels
were very strong across all transactions, particularly in mezzanine
bonds, and all tranches were priced at the tighter end of initial
guidance.
This positive tone continued through the autumn, buoyed by
easing from the Fed and the announcement of a December 2019 general election in the UK to break
the impasse in UK politics. The outlier in terms of spread
performance continued to be BB and B rated CLOs, as supply
continued to push spreads wider; however they later saw some
reversal on a relative value basis to other markets. In contrast
mezzanine consumer ABS performed well through autumn as dealers
were low on inventory.
Risk sentiment was positive in December
2019 as the US and China
came to a ‘phase one’ agreement on trade, cancelling tariff
increases scheduled for mid-month. In addition a resounding success
for the Conservatives in the UK election gave investors greater
clarity around the direction of the Brexit negotiations. The ABS
market was relatively quiet as expected.
As 2019 ended the portfolio had been incrementally moved to a
lower risk weighting, principally through a migration towards
higher credit quality, and to a lesser extent shorter maturities.
This had been in recognition of the continued build-up of risks
external to the ABS market, including the Brexit negotiations, the
US-China trade dispute and weakening macro-economic data, all of
which had the potential to spill over into the ABS market as we had
seen with similar periods in 2018 and 2016.
For the first six weeks of 2020 the ABS market saw continued
strong performance, characterised by heavily oversubscribed deals
coming in the primary market and strong spread performance.
However, this was against a backdrop of the lockdown of several
cities in China as a response to
the spread of COVID-19, and subsequently its spread on a global
basis. By late February the ABS market saw a material reversion in
risk sentiment, having previously lagged the negative moves seen in
global equities and fixed income. Price declines were experienced
across all parts of the market and the Company's portfolio. However
there is a significant disconnect between the implied deterioration
in loan pool performance of such price moves, and the current and
expected performance of such pools.
The impact on the market was two-fold. Initially there was
significant demand for liquidity from portfolio managers who were
experiencing outflows, and this was followed by hedge funds
experiencing margin calls, creating forced selling and the
depressing of prices immediately. As bank trading desks had come
into the year relatively light on inventory, and having found it
hard to add product in the competitive environment experienced at
the start of the year, bid-offer spreads were pushed materially
wider and with a lower risk tolerance as a result of regulatory
capital requirements, material price declines were seen over the
space of the next two weeks and markets became materially less
liquid. The second effect was market pricing reflecting ongoing
uncertainty around whether bonds would be called at their optional
call dates, or whether the coupons would step-up and deals extend,
which has the impact of further pushing prices down as the
discounted price has to cover the required additional yield for a
longer period of time. These moves were felt most strongly in the
European CLO market, which always tends to experience the most
volatility given its longer maturity profiles, its closer
correlation with the European high yield market and its more
specialised investor base.
As the first quarter ended the market felt like it had found a
degree of stability, with a wider range of bonds trading in the
secondary market and a significant increase in liquidity as more
participants, both bank trading desks and investors, sought to take
advantage of spreads that were wider than they had been over the
last decade.
At year end, despite experiencing material price volatility,
there were no defaulted assets nor any that were expected to
default in future.
Market Outlook
The outlook is currently solely driven by the development of
COVID-19 pandemic, which is likely to result in a global recession.
The extent of the impact will be driven by the length of the global
lockdown and the longevity of the impact of the economy.
Specifically for the ABS market the impact on fundamental
performance will be driven on the consumer side by obvious factors
such as unemployment rates, but also by the extent to which lenders
permit forbearance to distressed borrowers. It is worth noting that
while headlines have made it clear lenders are being encouraged to
offer forbearance, this has typically been lender policy anyway and
is normally the first step in an arrears management process. This
results in a deferral of interest payments rather than the
permanent loss of interest or a default. It is for this reason that
liquidity and general reserves are structured into ABS deals.
Historically, in terms of corporate borrower risks, largely via
allocation to CLOs, we have stress-tested transactions based on a
dual approach of a severe recessionary scenario and assessing the
level of underlying defaults that each tranche can withstand. As a
result of the COVID-19 pandemic we have added a scenario that more
specifically targets underperformance in sectors more directly
impacted, including retail, tourism, and transport, among others.
The modelling output points encouragingly towards the worst case
scenarios being interest deferral on a limited number of exposures
within the portfolio, with such interest accruing and subsequently
being paid in full with all principal also repaid. We do expect to
the see the leveraged loan market experience a material increase in
CCC ratings, downgrades, which will hurt CLO equity, and likely
keep CLO spreads wider for longer.
While we are currently seeing an increase in primary market
activity, these are largely transactions postponed as a result of
the recent market closure, and we expect supply to be materially
lower than in recent years during the second half of the year. This
is as a result of lower loan origination volumes in consumer
lending, and also as the cost of incubating CLOs on bank balance
sheet should become more expensive and harder to source. This lack
of supply could support prices over a medium-term timeframe.
However, should market sentiment become driven by either extension
or gradual release from lockdown, we would expect that to be a more
immediate driver of ABS pricing. In addition it should be expected
that there will be ratings downgrades as economic performance
weakens.
Although coming into 2020 positioned for a degree of market
volatility, the Company was not positioned for the unforeseeable
arrival of COVID-19 and its effect on financial markets everywhere.
As such, whilst benefiting to an extent from the portfolio’s lower
risk position, like most in the sector, the company was exposed to
the ensuing price volatility. However, the opportunity set as it
currently exists is extremely attractive, and lagging performance
seen in other parts of fixed income. In markets such as those seen
recently, the closed-ended structure allows optimal support for the
strategy to access strong credits which we believe to be currently
fundamentally mispriced.
TwentyFour Asset Management
21 July 2020
TOP TWENTY HOLDINGS
as at 31 March 2020
|
|
|
|
|
|
Percentage of Net Asset Value |
|
Nominal/ |
|
Asset
Backed Security |
|
Fair
Value |
Security |
Shares |
|
Sector |
|
£ |
OPTIMUM THREE '3 MEZ'
FRN 19/03/2021 |
17,500,000 |
|
Non-Conforming RMBS |
|
17,500,000 |
|
3.68 |
VSK HOLDINGS LIMITED
SER |
989,000 |
|
Prime
RMBS |
|
17,497,574 |
|
3.68 |
TULPENHUIS 0.0%
18/04/2051 |
19,531,679 |
|
Prime
RMBS |
|
17,283,870 |
|
3.64 |
CAP. BRIDGE FIN. NO1
'1 MEZZ' FRN 08/11/2018 |
14,000,000 |
|
Buy-to-Let RMBS |
|
13,230,000 |
|
2.78 |
TAURUS CMBS SER
2020-NL1X CLS E 20/02/2030 |
17,000,000 |
|
CMBS |
|
11,282,663 |
|
2.37 |
EQTY. RELEASE FNDG. NO
5 '5 B' FRN 14/07/2050 |
14,550,000 |
|
Prime
RMBS |
|
10,506,415 |
|
2.21 |
VSK HLDGS. '1 C4-1'
VAR 01/10/2058 |
1,250,000 |
|
Prime
RMBS |
|
10,057,719 |
|
2.12 |
CHARLES STREET CONDUIT
AST. B '1 C' FRN 08/12/2065 |
9,500,000 |
|
Non-Conforming RMBS |
|
9,595,000 |
|
2.02 |
TULPENHUIS SER 19-1 CL
A 0.0% 13/09/2053 |
10,000,000 |
|
Prime
RMBS |
|
8,981,884 |
|
1.89 |
SYON SECURITIES 19-1 B
CLO FLT 19/07/2026 |
8,979,281 |
|
Prime
RMBS |
|
8,609,155 |
|
1.81 |
AUTOFLORENCE 1 SRL '1
F' 7.00% 25/12/2042 |
12,000,000 |
|
Auto
Loans |
|
8,565,266 |
|
1.80 |
AURORUS 2017 BV '1 G'
FRN 11/8/2078 |
9,200,000 |
|
Consumer
ABS |
|
8,201,468 |
|
1.73 |
E-CARAT 11 '11 E' FRN
18/05/2028 |
8,000,000 |
|
Auto
Loans |
|
7,388,000 |
|
1.55 |
TRINI 2015-1X E '1X E'
FRN 15/07/2051 |
7,283,000 |
|
Non-Conforming RMBS |
|
7,098,529 |
|
1.49 |
SC GERMANY CONSUMER
2016-1 UG '1 E' FRN 13/09/2029 |
7,500,000 |
|
Consumer
ABS |
|
6,537,617 |
|
1.38 |
TAURUS 2019-1 FR DAC
'1FR E' FRN 02/02/2031 |
7,173,277 |
|
CMBS |
|
6,387,983 |
|
1.34 |
CASTELL 2017-1 '1 F'
FRN 25/10/2044 |
6,000,000 |
|
Non-Conforming RMBS |
|
5,953,936 |
|
1.25 |
SYON SECS. 19-1 Z FRN
19/07/2026 |
6,485,095 |
|
Prime
RMBS |
|
5,660,126 |
|
1.19 |
MAN GLG EURO CLO V DAC
'5X E' FRN 15/12/2031 |
9,700,000 |
|
CLO |
|
5,598,292 |
|
1.18 |
CHARLES STREET CONDUIT
AST. B '1 B' FRN 08/12/2065 |
5,500,000 |
|
Non-Conforming RMBS |
|
5,541,250 |
|
1.17 |
The full portfolio listing as at 31 March
2020 can be obtained from the Administrator on request.
* Definition of Terms
‘ABS’ – Asset Backed Securities
‘CLO’ – Collateralised Loan Obligations
‘CMBS’ – Commercial Mortgage-Backed Securities
‘RMBS’- Residential Mortgage-Backed Securities
BOARD MEMBERS
Biographical details of the Directors are as follows:
Trevor Ash – (Chairman)
(age 74)
Mr Ash is a resident of Guernsey and has over 30 years of investment
experience. He is a Fellow of the Chartered Institute for
Securities and Investment. He was formerly a managing director of
Rothschild Asset Management (CI) Limited. Mr Ash retired as a
director of NM Rothschild & Sons (CI) Limited, the banking arm
of the Rothschild Group in the Channel
Islands in 1999. Since retirement, he has acted as a
director of a number of hedge funds, fund of hedge funds, venture
capital, derivative and other offshore funds including several
managed or advised by Insight, JP Morgan and Merrill Lynch. Mr Ash
was appointed to the Board on 11 January
2013.
Ian Burns –
(Non-executive Director, Senior Independent Director and
Chairman of the Audit Committee) (age 60)
Mr Burns is a resident of Guernsey and a fellow of the Institute of
Chartered Accountants in England
and Wales and a member of the
Society of Trust and Estate Planners. He is a founder and Executive
Director of Via Executive Limited, a specialist management
consulting company and managing director of Regent Mercantile
Holdings Limited, a privately owned investment company. Mr Burns is
currently a non-executive director of London listed River and Mercantile UK Micro
Cap Limited and FastForward Innovations Limited (AIM) and a number
of private investment funds. Mr Burns was appointed to the Board on
17 January 2013.
Richard Burwood –
(Non-executive Director) (age 52)
Mr Burwood is a resident of Guernsey with over 25 years’ experience in
banking and investment management. During 18 years with Citibank
London, Mr Burwood spent 11 years as a fixed income portfolio
manager spanning both banks/finance investments and Asset Backed
Securities. Mr Burwood has lived in Guernsey since 2010, initially working as a
portfolio manager for EFG Financial Products, managing the treasury
department’s ALCO Fixed Income portfolio. From 2011 to 2013, Mr
Burwood worked as the Business and Investment Manager for Man
Investments, Guernsey. In
January 2014, Mr Burwood joined the
board of RoundShield Fund, a Guernsey private equity fund, focused on
European small to mid-cap opportunities. In August 2015, he became a Board Member of Funding
Circle SME Income Fund, which provides investors access to a
diversified pool of SME loans originated through Funding Circle’s
marketplaces in the UK, US and Europe. Mr Burwood also serves on the boards
of Habrok, a hedge fund specialising in Indian equities, and EFG
International Finance, a structured note issuance company based in
Guernsey. Mr Burwood was appointed
to the Board on 17 January 2013.
Joanne Fintzen -
(Non-executive Director) (age 50)
Ms Fintzen is a resident of the United
Kingdom, with extensive experience of the finance sector and
the investment industry. She trained as a Solicitor with
Clifford Chance and worked in the
Banking, Fixed Income and Securitisation areas. She joined
Citigroup in 1999 providing legal coverage to an asset management
division. She was subsequently appointed as European General
Counsel for Citigroup Alternative Investments where she was
responsible for the provision of legal and structuring support for
vehicles which invested $100bn across
asset-backed securities as well as hedge funds investing in various
different strategies in addition to private equity and venture
capital funds. Ms Fintzen was appointed to the Board on
7 January 2019.
DISCLOSURE OF DIRECTORSHIPS IN PUBLIC
COMPANIES LISTED ON RECOGNISED STOCK EXCHANGES
The following summarises the Directors’ directorships in other
public companies:
Company
Name |
|
|
|
|
Stock
Exchange |
|
|
|
|
|
|
|
Trevor
Ash (Chairman) |
|
|
|
|
Sherbourne Investors
(Guernsey) B Limited |
|
|
London |
Sherbourne Investors
(Guernsey) C Limited |
|
|
London |
|
|
|
|
|
|
|
Ian Burns |
|
|
|
|
|
|
FastForward Innovations Limited |
|
|
|
London and Berlin |
River and
Mercantile UK Micro Cap Limited |
|
|
|
London |
|
|
|
|
|
|
|
Richard
Burwood |
|
|
|
|
|
Funding
Circle SME Income Fund Limited, and its associated funding
vehicles: |
London |
-
Basinghall Lending DAC |
|
|
|
Dublin |
- Tallis
Lending DAC |
|
|
|
|
Dublin |
STRATEGIC REPORT
For the year ended 31 March
2020
The Directors submit to the Shareholders their Strategic Report
for the year ended 31 March 2020.
Business Model and Strategy
The Company is a closed-ended investment company, incorporated
with limited liability in Guernsey. The Company has been granted
exemption from income tax within Guernsey. It is the intention of the Directors
to continue to operate the Company so that each year this
tax-exempt status is maintained.
Investment Objectives and Policy
The Company’s investment objective and policy is set out in the
Summary Information.
High Income
The Ordinary Redeemable Shares are designed to offer a high
dividend yield. The Board intends to pay quarterly interim
dividends with equal amounts paid in June, September and December
each year, with a final dividend paying the remaining income being
paid in March.
It is intended that the Company’s income will consist wholly or
mainly of investment income. The Directors intend to distribute
substantially all of the Company’s income after expenses and tax to
the holders of the Ordinary Shares.
The full year dividend per share for 2020 totalled 6.40p (2019:
6.45p) representing a yield of 97.65% on the total comprehensive
income for the year. This dividend is in accordance with the
dividend policy approved by shareholders at an extraordinary
shareholders meeting in May 2019.
Long Term Growth in Capital Value
The asset value of the Company’s portfolio is heavily influenced
by external macro-economic factors. The Directors meet with the
Investment Manager and Investment Advisers regularly to discuss the
portfolio. Additional details are covered in the Chairman’s
Statement and Investment Advisers’ Report.
Business Environment
Principal Risks, Emerging Risks and
Uncertainties
The Board is responsible for the Company’s system of internal
financial and reporting controls and for reviewing its
effectiveness. The Board is satisfied that by using the Company’s
risk matrix as its core element in establishing the Company’s
system, internal financial and reporting controls while monitoring
the investment limits and restrictions set out in the Company’s
investment objective and policy, that the Board has carried out a
robust assessment of the principal risks and uncertainties facing
the Company. The Board also regularly meets to discuss any emerging
risks affecting the Company and to establish effective controls to
manage them.
Market Risk
The underlying investments comprised in the portfolio are
subject to market risk. The Company is therefore at risk that
market events may affect performance and in particular may affect
the value of the Company’s investments which are valued on a marked
to market basis. Market risk is risk associated with changes in
market prices, including spreads, interest rates, economic
uncertainty, changes in laws and political (national and
international) circumstances. While the Company, through its
investments in Asset Backed Securities, intends to hold a
diversified portfolio of assets, any of these factors including
specific market events, such as the global financial crisis and
levels of sovereign debt, the ongoing negotiations over the UK’s
exit from the EU and the global COVID-19 pandemic, may have a
material impact which could be materially detrimental to the
performance of the Company’s investments. As the process of the UK
leaving the EU has no precedent, the Board and the Portfolio
Manager regularly assess the risks and ongoing uncertainties and
expect an ongoing period of market uncertainty as the implications
are processed.
The implications of the COVID-19 pandemic are discussed in
further detail below.
Under extreme market conditions the portfolio may not benefit
from diversification.
Liquidity Risk
Investments made by the Company may be relatively illiquid and
this may limit the ability of the Company to realise its
investments and in turn pay dividends. Substantially all of the
assets of the Company are invested in Asset Backed Securities.
There may be no active market in the Company’s interests in Asset
Backed Securities. The Company does not have redemption rights in
relation to any of its investments. As a consequence, the value of
the Company’s investments may be materially adversely affected.
This risk is mitigated by active cash management and close
monitoring.
Credit Risk
The Company may not achieve the Dividend Target and investors
may not get back the full value of their investment because it is
invested in Asset Backed Securities comprising debt securities
issued by companies, trusts or other investment vehicles which,
compared to bonds issued or guaranteed by governments, are
generally exposed to greater risk of default in the repayment of
the capital provided to the issuer or interest payments due to the
Company. The amount of credit risk is indicated by the issuer’s
credit rating which is assigned by one or more internationally
recognised rating agencies. This does not amount to a guarantee of
the issuer’s creditworthiness but generally provides a strong
indicator of the likelihood of default. Securities which have a
lower credit rating are generally considered to have a higher
credit risk and a greater possibility of default than more highly
rated securities. There is a risk that an internationally
recognised rating agency may assign incorrect or inappropriate
credit ratings to issuers. Issuers often issue securities which are
ranked in order of seniority which, in the event of default, would
be reflected in the priority in which investors might be paid back.
The level of defaults in the portfolio and the losses suffered on
such defaults may increase in the event of adverse financial or
credit market conditions.
In the event of a default under an Asset Backed Security, the
Company’s right to recover under the Asset Backed Security will
depend on the ability of the Company to exercise any rights that it
has against the borrower under the insolvency legislation of the
jurisdiction in which the borrower is incorporated. As a creditor,
the Company’s level of protection and rights of enforcement may
therefore vary significantly from one country to another, may
change over time and may be subject to rights and protections which
the relevant borrower or its other creditors might be entitled to
exercise. Refer to the Investment Objective and Investment Policy
for information regarding investment restrictions currently in
place in order to manage credit risk. The credit ratings on the
Company’s underlying investments are disclosed in note 17.
Foreign Currency Risk
The Company is exposed to foreign currency risk through its
investments in predominantly Euro denominated assets. The
Company’s share capital is denominated in Sterling and its expenses
are incurred in Sterling. The Company’s financial statements are
maintained and presented in Sterling. Amongst other factors
affecting the foreign exchange markets, events in the Eurozone may
have an impact upon the value of the Euro which in turn will impact
the value of the Company’s Euro denominated investments. The
Company manages its exposure to currency movements by using spot
and forward foreign exchange contracts, which are rolled forward
periodically.
Reinvestment Risk
The Portfolio Manager is conscious of the challenge to reinvest
any monies that result from principal and income payments and to
minimise reinvestment risk as much as possible. Cash flow analysis
is conducted on an ongoing basis and is an important part of the
Portfolio Management process, ensuring such proceeds can be
invested efficiently and in the best interests of the Company.
The Portfolio Manager expects amortisations of around £45m over
the next 12 months, however, while market conditions are always
subject to change, the Portfolio Manager does not currently foresee
reinvestment risk significantly impacting the yield and affecting
each quarter’s minimum dividend. The Portfolio Manager also
recognises the need to be opportunistic as and when market
conditions are particularly favourable in order to reinvest any
proceeds.
Operational risks
The Company is exposed to the risk arising from any failures of
systems and controls in the operations of the Portfolio Manager,
Administrator, AIFM, Custodian and the Depositary amongst others.
The Board and its Audit Committee regularly review reports from the
Portfolio Manager, AIFM, the Administrator, Custodian and
Depositary on their internal controls, in particular, focussing on
changes in working practices arising from the present COVID-19
pandemic. The Administrator, Custodian and Depositary will report
to the Portfolio Manager any operational issues which will be
brought to the Board for final approval as required. Since the
COVID-19 pandemic outbreak, service providers have deployed
business resilience policies to good effect and thus enabled
continued business support with limited disruption to service.
Accounting, legal and regulatory
risks
The Company is exposed to the risk that it may fail to maintain
accurate accounting records or fail to comply with requirements of
its Admission document and fail to meet listing obligations. The
accounting records prepared by the Administrator are reviewed by
the Portfolio Manager. The Portfolio Manager, Administrator, AIFM,
Custodian, Depositary and Corporate Broker provide regular updates
to the Board on compliance with the Admission document and changes
in regulation. Changes in the legal or the regulatory environment
can have a major impact on some classes of debt. The Portfolio
Manager monitors this and takes appropriate action.
Income recognition risk
The Board considers income recognition to be a principal risk
and uncertainty of the Company as the Portfolio Manager estimates
the remaining expected life of the security and its likely terminal
value, which has an impact on the effective interest rate of the
Asset Backed Securities which in turn impacts the calculation of
interest income. The Board asked the Audit Committee to consider
this risk with work undertaken by the Audit Committee as discussed
in the Audit Committee Report. As a result of the work undertaken
by the Audit Committee, the Board is satisfied that income is
appropriately stated in all material aspects in the Financial
Statements.
Cyber security risks
The Company is exposed to risk arising from a successful
cyber-attack through its service providers. The Company requests of
its service providers that they have appropriate safeguards in
place to mitigate the risk of cyber-attacks (including minimising
the adverse consequences arising from any such attack), that they
provide regular updates to the Board on cyber security, and conduct
ongoing monitoring of industry developments in this area. The Board
is satisfied that the Company’s service providers have the relevant
controls in place to mitigate this risk.
Coronavirus Risk
(COVID-19)
Given recent events, COVID-19 changed from being an emerging risk
to a principal risk, which has impacted global commercial
activities.
The Board has been monitoring the development of COVID-19
outbreak and has considered the impact it has had to date on the
Company, and will continue to have on the future of the Company and
the performance of the Portfolio. Notwithstanding the impact the
outbreak has already caused on the Company’s share price and NAV
performance, there remains continued uncertainty about the
development and scale of the COVID-19 outbreak.
From an operational perspective, the Company uses a number of
service providers. These providers have established, documented and
regularly tested Business Resiliency Policies in place, to cover
various possible scenarios whereby staff cannot turn up for work at
the designated office and conduct business as usual. Since the
COVID-19 pandemic outbreak, service providers have deployed these
alternative working policies to ensure continued business
service.
Future Prospects
The Board’s main focus is to generate attractive risk adjusted
returns principally through income distributions. The future to the
Company is dependent upon the success of the investment strategy.
The investment outlook and future developments are discussed in
both the Chairman’s Statement and the Portfolio Managers’
report.
Board Diversity
When appointing new Directors and reviewing the Board
composition, the Nomination Committee considers, amongst other
factors, diversity, balance of skills, knowledge, gender, social
and ethnic background and experience. The Nomination Committee
however does not consider it appropriate to establish targets or
quotas in this regard. As at 31 March
2020, the Board comprised of one female and three male
Directors. The Company has no employees.
Environmental, Social and
Governance
The Board”) recognises the importance of Environmental, Social
and Governance (“ESG”) factors in the investment management
industry and the wider economy as whole. The Company is a
closed-ended investment company with a limited purpose and without
employees. As such, it is the view of the Board that the direct
environmental and social impact of the Company is limited and that
ESG considerations are most applicable in respect of the asset
allocation decisions made for its portfolio. The Board is of the
view that ESG factors should be considered when making an
investment decision. The Company has appointed the Portfolio
Manager to advise it in relation to all aspects relevant to the
Investment Portfolio. The Portfolio Manager has a formal ESG
framework which incorporates ESG factors into its investment
process. The Portfolio Manager has an ESG steering group
representing all areas of its business, which is governed by its
Executive Committee.
The Company does not have executive directors or employees. It
has entered into contractual arrangements with a network of third
parties (the “Service Providers”) who provide services to it. The
Service Providers, all have ESG policies in place. The Board
undertakes annual due diligence on, and ongoing monitoring of, all
such Service Providers including obtaining a confirmation that each
such Service Provider complies with relevant laws regulations and
good practice.
Engagement and Voting
Wherever possible, on behalf its investors, the Company is
committed to actively engaging at a corporate, industry and
regulatory level. The Company has contracted the Portfolio Manager
to do this. It is noted that the Investment Portfolio is comprised
primarily of fixed income assets. The voting rights attributable to
these types of securities are usually limited in scope, and the
opportunity to engage at a corporate level shall therefore in most
cases be via interaction with senior management of companies during
the due diligence process.
The Company engages on behalf of its investors at industry and
regulatory level primarily through its Service Providers, including
the Portfolio Manager, the administrator, and through the TFIF
membership of the Association of Investment Companies.
Further details of the ESG policies and practices of the
Portfolio Manager can be found at:
https://twentyfouram.com/about/our-responsible-investment-policy/
https://twentyfouram.com/about/our-corporate-and-social-responsibility-statement/
https://twentyfouram.com/2019/09/11/esg-at-twentyfour/
Position and Performance
PRIIPs KIDs
The Company has published a Key Information Document (”KID”) in
compliance with the Packaged Retail and Insurance-based Investment
Products (“PRIIPs”) Regulation. The KID can be found on the Company
website at the below web address:
https://twentyfouram.com/funds/twentyfour-income-fund/fund-literature/
The process for calculating the risks, cost and potential
returns are prescribed by regulation. The figures in the KID may
not reflect the expected returns for the Company and anticipated
returns cannot be guaranteed.
Key Performance Indicators
(“KPIs”)
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in achieving
its objectives. Below are the main KPIs which have been identified
by the Board for determining the progress of the Company:
· Net Asset Value
· (Losses)/Earnings Per Share
· Share Price
· Discount/Premium to Net Asset
Value
· Ongoing Charges
· Dividends Declared
Net Asset Value
The Net Asset Value (“NAV”) per Ordinary Redeemable Share,
including revenue reserve, at 31 March
2020 was 94.19p, based on net assets as at this date of
£475,369,856 divided by number of Ordinary Redeemable Shares in
issue of 504,714,809 (31 March 2019:
113.28p based on net assets of £500,465,449 divided by number of
Ordinary Redeemable Shares in issue of 441,814,151).
Share Price
The Share Price is the price per share per Ordinary Redeemable
Share trading on the London Stock Exchange.
On 31 March 2020, the share price
was 88.00p (31 March 2019:
115.28p).
(Loss)/Earnings per Share per
Ordinary Redeemable Share – Basic and Diluted
Losses/earnings per Ordinary Redeemable Share is calculated by
dividing the net loss for the year of £64,860,249 (31 March 2019: net gain of £6,968,851) by the
weighted average number of shares for the year of 503,905,681
(31 March 2019: 402,734,014).
Discount/Premium to NAV
The discount/premium to NAV is a percentage difference in share
price per share to the net asset value per share. It is calculated
by subtracting the share price from the NAV per share and dividing
it by the NAV per share. If the share price is lower than the NAV
per share, the shares are trading at a discount. If the share price
is higher than the NAV per Share, the shares are trading at a
premium.
On 31 March 2020, the discount to
NAV was 6.57% (31 March 2019: premium
of 1.77%).
Ongoing Charges
Ongoing charges for the year ended 31
March 2020 have been calculated in accordance with the
Association of Investment Companies (the “AIC”) recommended
methodology. The ongoing charges represent the Company’s management
fee and all other operating expenses, excluding finance costs,
share issue or buyback costs and non-recurring legal and
professional fees, expressed as a percentage of the average of the
weekly net assets during the year.
The ongoing charges for the year ended 31
March 2020 were 0.96% (31 March
2019: 0.95%). The ongoing charges were calculated as
follows:
|
|
|
|
|
|
31.03.2020 |
31.03.2019 |
|
|
|
|
|
|
£ |
£ |
Ongoing
Charges |
|
|
|
|
|
|
Average
NAV for the year (a) |
|
|
|
562,229,359 |
461,023,317 |
Total
expenses |
|
|
|
|
5,775,322 |
4,733,417 |
|
|
|
|
|
|
|
|
Less:
Expenses not recognised as part of the |
|
|
|
|
AIC
Ongoing Charges Methodology |
|
|
|
(378,898) |
(291,371) |
Total
recognised expenses (b) |
|
|
|
5,396,424 |
4,442,046 |
|
|
|
|
|
|
|
|
Ongoing
Charges (b/a) |
|
|
|
|
0.96% |
0.95% |
Dividends
The Company maintains a dividend target of 6% of the issue price
of 100.00p per year. If the target for the year is not met, a
Continuation Vote is required.
The dividend yield for the year ended 31
March 2020 was 6.40% (31 March
2019: 6.45%) meaning that the Company met its dividend
target for the current year. During the year the following
dividends were paid:
Period to |
Dividend rate per Share (pence) |
Net
dividend payable (£) |
Record date |
Ex-dividend date |
Pay
date |
28 June 2019 |
0.0150 |
7,845,962 |
19 July
2019 |
18 July
2019 |
31 July
2019 |
30 September 2019 |
0.0150 |
7,570,722 |
18
October 2019 |
17
October 2019 |
31
October 2019 |
31 December 2019 |
0.0150 |
7,570,722 |
16
January 2020 |
17
January 2020 |
31
January 2020 |
29 March 2020 |
0.0190 |
9,589,581 |
16 April
2020 |
17 April
2020 |
30 April
2020 |
The Directors will continue to monitor the appropriateness of
the dividend policy.
Viability Statement
Under the UK Corporate Governance Code, the Board is required to
make a “viability statement” which considers the Company’s current
position and principal risks and uncertainties combined with an
assessment of the prospects of the Company in order to be able to
state that they have a reasonable expectation that the Company will
be able to continue in operation over the period of their
assessment. The Board considers that three years is an appropriate
period to assess the viability of the Company given the uncertainty
of the investment world and the strategy period. In selecting this
period the Board considered the environment within which the
Company operates and the risks associated with the Company.
The Company’s prospects are driven by its business model and
strategy. The Company’s aim is to provide investors with an
attractive level of income with a high degree of certainty around
that income and a focus on capital preservation in uncertain times,
by investing in less liquid, high yielding asset backed
securities.
The Board’s assessment of the Company over the three year period
has been made with reference to the Company’s current position and
prospects, the Company’s strategy, and the Board’s risk appetite
having considered each of the Company’s principal risks, emerging
risks and uncertainties summarised in Strategic Report Principal
Risks and Uncertainties.
The Board has also considered the Company’s expected cash flows,
income flows, its likely ability to pay dividends and analysis of
the portfolio with reference to:
· liquidity analysis, including but not
limited to, the changes in liquidity of the Company over time based
on the liquidity of the underlying assets;
· foreign exchange analysis, including
but not limited to, monitoring the effectiveness of the Company’s
foreign exchange hedging strategy;
· credit analysis, including but not
limited to, analysing the current credit ratings and credit rating
outlooks of the underlying securities by the main rating agencies,
as well as sufficient diversification across sectors;
· valuation analysis, including but not
limited to, assessing the pricing accuracy of the underlying
securities; and
· Significant accounting judgements,
estimates and assumptions, including but not limited to, the fair
value of securities not quoted in an active market, estimated life
of asset backed securities and determination of observable
inputs.
In this context, the Board’s central case is that the prospects
for economic activity will remain such that the investment
objective, policy and strategy of the Company will be viable for
the foreseeable future through a period of at least three years
from the year end, 31 March 2020.
In making this judgement, the Board has assessed that the main
risks to the viability of the Company are key global and market
uncertainties driven by factors external to the Company which in
turn can impact on the liquidity and NAV of the investment
portfolio. A simulation has been designed to estimate the impact of
these uncertainties on the NAV of the Company at times of stress,
such as the UK’s exit from the EU and the expected impact of
COVID-19, based on historical performance data, using techniques
which analyse how changes in the Company’s ability to generate
income (by assessing different levels of reinvestment rates
available as well as changes in FX income generation, over a 3-year
period) would impact the annual dividend the Company is able to
generate. All of the foregoing has been considered against the
background of the Company’s dividend target.
Key assumptions covered by the Board in relation to the
viability of the Company include:
Dividend Target
The ongoing viability of the Company and the validity of the
going concern basis depend on the Company meeting its dividend
target annually during the three-year period. In the event that the
Company does not meet the dividend target annually, as disclosed in
note 20, during the three-year period an Ordinary Resolution will
be put to the Shareholders, at the AGM following any reporting
period in which the dividend target is not met, with the
continuation vote requirements set out in note 17.
The Company’s ability to continue to meet its dividend target is
further disclosed in the Chairman’s Statement.
Realisation Opportunity
The most recent realisation opportunity (full details are set
out in note 17) occurred on
12 September 2019. The next
realisation opportunity is due to occur in September 2022.
Loss for the Year
During the year, the Company made a total comprehensive loss of
£64,860,249 (year ended 31st March
2019: a gain of £6,968,851). The majority of these losses
were unrealised, were incurred between 21
February 2020 and 31 March
2020 and resulted in an overall fall in the Company’s NAV
per share of -16.98%. Subsequent to year end, the drop in NAV per
share between 21 February 2020 and
30 June 2020 had recovered to -6.81%,
evidencing some signs of recovery in the market.
Market Uncertainty
In the period 21 February 2020 to
31 March 2020, the largest
contributor to the drop in market value was the Collateralised Loan
Obligations (“CLOs”) which contributed to a NAV per Share reduction
of approximately -12.5% and a total return on the asset class of
approximately -36.9%. This class of investment did, however, see
the highest level of recovery post year end with the CLOs held by
the Company delivering a total return of approximately +40.7% from
31 March 2020 to 30 June 2020, which contributed approximately
+11.6% to the overall NAV per Share total return during this post
year-end period.
Risk of Credit Losses
The Portfolio Manager acknowledges that the risk of credit
impairment and losses has increased due to the Covid-19 pandemic
and continues to stress test the holdings of the Company, under new
scenarios that specifically address the impact of the pandemic on
individual loan pools, and analyse the performance of the
underlying investments. Whilst future coupon interest deferrals may
be seen on some specific deals, primarily CLOs, to date the Company
expects any deferrals to be fully paid during the lifetime of each
deal and that no credit losses are expected to occur , based on
current information, on all investments that the Company
holds.
Between 31 March 2020 and the date
of signing, the Company’s portfolio witnessed no defaults and no
deferrals of interest payments.
Section 172 statement
Although the Company is domiciled in Guernsey, the Board has considered the
guidance set out in the AIC Code in relation to Section 172 of the
Companies Act 2006 in the UK. Section 172 of the Companies Act
requires that the Directors of the Company act in the way they
consider, in good faith, is most likely to promote the success of
the Company for the benefit of all stakeholders, including
suppliers, customers and shareholders.
Further information as to how the Board has had regard to the
S172 factors:
Section 172
factor |
Key
examples |
Location |
Consequences of
decisions in |
Investment Objectives
and Policy |
Summary
Information |
the long term |
Future Prospects |
Strategic Report |
|
Dividend policy |
Note 20 |
|
Viability
Statement |
Strategic Report |
|
|
|
Fostering business
relationships with suppliers, customers and other stakeholders |
Shareholders; Key
Service Providers |
Strategic Report; AGM;
Monthly Factsheet and Commentary |
|
|
|
Impact of
operations on the community and the environment |
Environmental, Social
and Governance |
Strategic Report |
|
|
|
|
|
Maintaining high
standard of business conduct |
Corporate
Governance |
Directors' Report |
|
|
|
Key Service Providers
The Company does not have any employees and as such the Board
delegates responsibility for its day to day operations to a number
of key service providers. The activities of each service provider
are closely monitored by the Board and they are required to report
to the Board at set intervals.
The Board also meets at least annually to consider the long-
term strategy of the business, incorporating presentations and
discussion on longer-term opportunities and threats to the
business. Focus is placed on emerging risks which have the
potential to disrupt the business model.
Signed on behalf of the Board of Directors on 21 July 2020 by:
Trevor Ash
Chairman
Ian
Burns
Director
DIRECTORS’ REPORT
The Directors present their Annual Report and Audited Financial
Statements for the year ended 31 March 2020.
Business Review
The Company
TwentyFour Income Fund Limited (the “Company”) was incorporated
with limited liability in Guernsey, as a closed-ended investment company
on 11 January 2013. The Company’s
Shares were listed with a Premium Listing on the Official List of
the UK Listing Authority and admitted to trading on the Main Market
of the London Stock Exchange on 6 March
2013.
Investment Objective and Policy
The Company’s investment objective and policy is set out in the
Summary Information.
Discount/Premium to NAV
The Board monitors and manages the level of the share price
discount/premium to NAV. In managing this, the Company operates a
share buyback facility whereby it may purchase, subject to various
terms as set out in its Articles and in accordance with The
Companies (Guernsey) Law, 2008, up
to 14.99% of the Company’s Ordinary Redeemable Shares in issue
immediately following Admission for trading on the London Stock
Exchange. On 12 September 2019, a
realisation opportunity was made under which investors were offered
an opportunity to realise all or part of their Shareholding in the
Company, with Shareholders opting to redeem 18,349,342 shares for a
consideration of £20,050,326. Subsequently, the realisation
opportunity, where shareholders may apply to redeem shares up to 56
days before the relevant annual general meeting date of the Company
(the “Reorganisation Date”), will be offered at the annual general
meeting of the Company every three years subject to the aggregate
NAV of the continuing Ordinary Redeemable Shares on the last
Business Day before Reorganisation being not less than £100
million.
The next realisation opportunity is due to take place in
September 2022.
Following the publication of the updated AIC Code in
February 2019, in the event that 20%
or more of the Shareholder votes have been cast against a Board
recommendation for a resolution, the Company should explain, when
announcing the voting results, what actions it intends to take to
consult Shareholders in order to understand the reasons behind the
result. An update on the views received from Shareholders and
actions taken should be published no later than six months after
the Shareholder meeting. The Board should then provide a final
summary in the annual report and, if applicable, in the explanatory
notes to resolutions at the next Shareholder meeting on what impact
the feedback has had on any decision, action or resolution
subsequently proposed. There were no Board recommendations during
the year which received such voting.
Shareholder Information
Shareholder information is set out in the Summary
Information.
Going Concern
The Directors believe that it is appropriate to adopt the going
concern basis in preparing the Financial Statements in view of the
Company’s holdings in cash and cash equivalents and the liquidity
of investments and the income deriving from those investments,
meaning the Company has adequate financial resources and suitable
management arrangements in place to continue as a going concern for
at least twelve months from the date of approval of the Financial
Statements.
The Company also achieved its dividend target of 6% of the issue
price for the year ended
31 March 2020, meaning that as per
the Company’s Articles, a Continuation Vote is not required.
The Company’s continuing ability to continue meeting its
dividend target, along with the Company’s ability to continue as a
going concern, in light of the COVID-19 pandemic has been
considered as part of the Viability Statement assessment. No
material doubts to going concern have been identified.
On 31 March 2020, the Company’s
cash balance was 0.30% of total net assets (2019: 7.29%).
Post-year end, the Company has maintained a positive cash
balance and continues to meet liabilities when they fall due. The
Portfolio Manager considers that cash management plays a key part
in the management of the fund and continuingly monitors such
liabilities, such as the Company’s quarterly dividends.
Results
The results for the year are set out in the Statement of
Comprehensive Income. The Directors proposed dividends of
£32,576,987 in respect of income available for distribution earned
during the year ended 31 March 2020,
a breakdown of which can be found in note 20. Dividends declared
during the year amount to £31,822,157 as recognised in the
Statement of Changes in Equity.
Income available for distribution in any quarter comprises (a)
the accrued income of the portfolio for the period, and (b) an
additional amount to reflect any income purchased in the course of
any share subscriptions that took place during the period (so as to
ensure that the income yield of the shares is not diluted as a
consequence of the issue of new shares during an income period) and
(c) any income on the foreign exchange contracts created by the
LIBOR differentials between each foreign currency pair, less (d)
total expenditure for the period.
The Company pays a dividend based on income earned, therefore
even though the retained earnings balance as at 31 March 2020 was negative, this was caused by
unrealised losses incurred towards the end of the year. These
losses started to recover post year-end and have not affected the
Company’s ability to meet its dividend target.
Portfolio Manager
The Company entered into a Portfolio Management Agreement with
TwentyFour Asset Management LLP, the Portfolio Manager, on
29 May 2014. Pursuant to this
agreement, the Portfolio Manager is entitled to a portfolio
management fee paid monthly in arrears, at a rate of 0.75% per
annum of the lower of NAV, which is calculated as of the last
business day of each month, or market capitalisation of each class
of shares. For additional information, refer to note 15.
The Board considers that the interests of Shareholders, as a
whole, are best served by the continued appointment of the
Portfolio Manager to achieve the Company’s investment
objectives.
Alternative Investment Fund
Manager
Alternative investment fund management services have been
provided by Maitland Institutional Services Limited (“Maitland”)
since their appointment as Alternative Investment Fund Manager
(“AIFM”) on 29 May 2014. The AIFM fee
is payable quarterly in arrears at a rate of 0.07% of the NAV of
the Company below £50 million, 0.05% on Net Assets between £50
million and £100 million and 0.03% on Net Assets in excess of £100
million. For additional information refer to note 16.
Custodian and Depositary
Custodian and Depositary services are provided by Northern Trust
(Guernsey) Limited. The terms of
the Depositary agreement, allow Northern Trust (Guernsey) Limited to receive professional fees
for services rendered. For additional information, refer to note
16.
Directors
The Directors of the Company during the year and at the date of
this Report are set out in Corporate Information.
Directors' and Other Interests
As at 31 March 2020, Directors of
the Company held the following numbers of Ordinary Redeemable
Shares beneficially:
Directors’ and Other Interests
|
|
|
|
|
|
|
Number
of Shares |
|
Number
of Shares |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
Trevor
Ash |
|
|
|
|
|
58,734 |
|
50,000 |
Ian Burns |
|
|
|
|
|
|
29,242 |
|
29,242 |
Richard Burwood |
|
|
|
|
|
|
22,476 |
|
5,000 |
Joanne Fintzen |
|
|
|
|
|
|
17,476 |
|
- |
Corporate Governance
The Board is committed to high standards of corporate governance
and has implemented a framework for corporate governance which it
considers to be appropriate for an investment company in order to
comply with the principles of the UK Corporate Governance Code (the
“UK Code”). The Company is also required to comply with the Code of
Corporate Governance (the “GFSC Code”) issued by the Guernsey
Financial Services Commission.
The UK Listing Authority requires all UK premium listed
companies to disclose how they have complied with the provisions of
the UK Code. This Corporate Governance Statement, together with the
Going Concern Statement, Viability Statement and the Statement of
Directors’ Responsibilities, indicate how the Company has complied
with the principles of good governance of the UK Code and its
requirements on Internal Control.
The Company is a member of the AIC and by complying with the
2019 AIC Code of Corporate Governance (“the AIC Code”) is deemed to
comply with both the UK Code and the GFSC Code.
The Board has considered the principles and recommendations of
the AIC Code and considers that reporting against these will
provide appropriate information to Shareholders. To ensure ongoing
compliance with these principles the Board reviews a report from
the Corporate Secretary at each quarterly meeting, identifying how
the Company is in compliance and identifying any changes that might
be necessary.
The AIC updated its Code on 5 February
2019 to reflect revised Principles and Provisions included
in the UK Corporate Governance Code which was revised in 2018.
These changes applied from
March 2019 onwards
The AIC Code and the AIC Guide are available on the AIC’s
website, www.theaic.co.uk. The UK Code is available in the
Financial Reporting Council’s website, www.frc.org.uk.
Throughout the year ended 31 March
2020, the Company has complied with the recommendations of
the 2019 AIC Code and thus the relevant provisions of the UK Code,
except as set out below.
The UK Code includes provisions relating to:
· the role of the Chief Executive;
· Executive Directors’ remuneration;
· Annually assessing the need for an
internal audit function;
· The means for the workforce to raise
concerns
· Remuneration Committee; and
· Nomination Committee.
For the reasons set out in the AIC Guide, the Board considers
the first three provisions are not relevant to the position of the
Company as it is an externally managed investment company. The
Company has therefore not reported further in respect of these
provisions. The Board is satisfied that any relevant issues can be
properly considered by the Board.
The fourth point is not applicable to the Company, as it has no
employees.
The Board, as a whole, fulfils the function of a Nomination and
Remuneration Committee and therefore no separate Nomination or
Remuneration Committees are considered necessary, as disclosed in
the Directors’ Report.
Details of compliance with the AIC Code are noted below. There
have been no other instances of non-compliance, other than those
noted above.
The Company’s risk exposure and the effectiveness of its risk
management and internal control systems are reviewed by the Audit
Committee at its meetings and annually by the Board. The Board
believes that the Company has adequate and effective systems in
place to identify, mitigate and manage the risks to which it is
exposed.
Role, Composition and Independence of
the Board
The Board is the Company’s governing body and has overall
responsibility for maximising the Company’s success by directing
and supervising the affairs of the business and meeting the
appropriate interests of Shareholders and relevant stakeholders,
while enhancing the value of the Company and also ensuring
protection of investors. A summary of the Board’s responsibilities
is as follows:
· statutory obligations and public
disclosure;
· strategic matters and financial
reporting;
· risk assessment and management
including reporting compliance, governance,
monitoring and control; and
· other matters having a material effect
on the Company.
The Board’s responsibilities for the Annual Report and Audited
Financial Statements are set out in the Statement of Directors’
Responsibilities.
The Board currently consists of four non-executive Directors,
all of whom are considered to be independent of the Portfolio
Manager and as prescribed by the Listing Rules.
The Board considers it has the appropriate balance of diverse
skills and experience, independence and knowledge of the Company
and the wider sector, to enable it to discharge its duties and
responsibilities effectively and that no individual or group of
individuals dominates decision making. The Chairman is responsible
for leadership of the Board and ensuring its effectiveness.
Ian Burns served as Senior
Independent Director throughout the year.
Chairman
The Chairman is Trevor Ash. The
Chairman of the Board must be independent for the purposes of
Chapter 15 of the Listing Rules. Trevor
Ash is considered independent because he:
· has no current or historical
employment with the Portfolio Manager; and
· has no current directorships in any
other investment funds managed by the Portfolio Manager;
The current Company policy for the maximum tenure of Chairman is
nine years, which is in accordance with the AIC Code.
Biographies of all the Directors can be found in Board
Members.
Board Role and Composition
The Board is required to ensure that the Annual Report and
Audited 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. In seeking to achieve this, the
Directors have set out the Company’s investment objective and
policy and have explained how the Board and its delegated
Committees operate, and how the Directors review the risk
environment within which the Company operates and set appropriate
risk controls. Furthermore, throughout the Annual Report and
Audited Financial Statements the Board has sought to provide
further information to enable Shareholders to have a fair, balanced
and understandable view.
The Board has contractually delegated responsibility for the
management of its investment portfolio, the arrangement of
custodial and depositary services and the provision of accounting
and company secretarial services.
The Board is responsible for the appointment and monitoring of
all service providers to the Company.
The Directors are kept fully informed of investment and
financial controls and other matters by all services providers that
are relevant to the business of the Company and should be brought
to the attention of the Directors.
The Company has adopted a policy that the composition of the
Board of Directors, which is required by the Company’s Articles,
comprises of at least two persons, that at all times a majority of
the Directors are independent of the Portfolio Manager and any
company in the same group as the Portfolio Manager; the Chairman of
the Board of Directors is free from any conflicts of interest and
is independent of the Portfolio Manager and of any company in the
same group as the Portfolio Manager; and that no more than one
director, partner, employee or professional adviser to the
Portfolio Manager or any company in the same group as the Portfolio
Manager may be a Director of the Company at any one
time.
The Board has also given careful consideration to the
recommendations of the Davies Review. The Board has reviewed its
composition and believes that the current appointments provide an
appropriate range of skills, experience and diversity. In order to
maintain its diversity, the Board is committed to continuing its
implementation of the recommendations of the Davies Review as part
of its succession planning over future years and by complying with
the disclosure requirement of DTR 7.2.8 in terms of the Company’s
diversity policy.
Directors’ Attendance at Meetings
The Board holds quarterly Board meetings, to discuss general
management, structure, finance, corporate governance, marketing,
risk management, compliance, asset allocation and gearing,
contracts and performance. The quarterly Board meetings are the
principal source of regular information for the Board enabling it
to determine policy and to monitor performance, compliance and
controls but these meetings are also supplemented by communication
and discussions throughout the year.
A representative of the Portfolio Manager, AIFM, Administrator,
Custodian and Depositary and Corporate Broker attends each Board
meeting either in person or by telephone thus enabling the Board to
fully discuss and review the Company’s operation and performance.
Each Director has direct access to the Portfolio Manager and
Company Secretary and may, at the expense of the Company, seek
independent professional advice on any matter.
Both appointment and removal of these parties is to be agreed by
the Board as a whole.
The Audit Committee meets at least twice a year, the Management
Engagement Committee meets at least once a year and a dividend
meeting is held quarterly. In addition, ad hoc meetings of the
Board to review specific items between the regular scheduled
quarterly meetings can be arranged.
Between formal meetings there is regular contact with the
Portfolio Manager, AIFM, Administrator, Custodian and Depositary
and the Corporate Broker.
Attendance at the Board and Committee meetings during the year
was as follows:
|
|
|
Quarterly Board Meetings |
Audit Committee Meetings |
Management Engagement Committee Meetings |
Ad hoc Committee Meetings |
|
|
|
Held |
Attended |
Held |
Attended |
Held |
Attended |
Held |
Attended |
|
|
|
|
|
|
|
|
|
|
|
Trevor Ash |
|
|
4 |
4 |
3 |
3 |
1 |
1 |
7 |
6 |
Ian Burns |
|
|
4 |
4 |
3 |
3 |
1 |
1 |
7 |
5 |
Richard
Burwood |
|
4 |
4 |
3 |
3 |
1 |
1 |
7 |
5 |
Joanne
Fintzen |
|
4 |
4 |
3 |
3 |
1 |
1 |
7 |
6 |
The number of meetings held indicates the meetings held during
each Director’s membership of the relevant Board or Committee
during the year ended 31 March
2020.
Board Performance and Training
During the prior year, the Board commissioned a review of its
performance by external evaluation practitioner Trust Associates
Limited. The review determined the Board’s approach to corporate
governance and its supervision of its regulatory compliance to be
good. The review also determined the Board to be effective with
independent thought and action with the right balance of skills and
experience necessary for its proper functioning and the
safeguarding of Shareholders’ interests.
Retirement and Re-Election
Under the terms of their appointment, each Director is required
to seek re-election on an annual basis. At the 19 September 2019 Annual General Meeting,
Trevor Ash, Ian Burns and Richard
Burwood were re-elected to the Board. At the same Annual
General Meeting, Joanne Fintzen was
elected to the Board for the first time, having been appointed
Director on 7 January 2019. The
Company may terminate the appointment of a Director immediately on
serving written notice and no compensation is payable upon
termination of office as a director of the Company becoming
effective.
Election of Directors
The election of Directors is set out in the Directors’
Remuneration Report.
UK Criminal Finances Act 2017
In respect of the UK Criminal Finances Act 2017 which has
introduced a new Corporate Criminal Offence of ‘failing to take
reasonable steps to prevent the facilitation of tax evasion’, the
Board confirms that it is committed to zero tolerance towards the
criminal facilitation of tax evasion.
The Board also keeps under review developments involving other
social and environmental issues, such as the General Data
Protection Regulation (“GDPR”), which came into effect on
25 May 2018, and Modern Slavery, and
will report on those to the extent they are considered relevant to
the Company’s operations. There are no findings to report at year
end.
Board Committees and their
Activities
Terms of Reference
All Terms of Reference of the Board’s Committees are available
from the Administrator upon request.
Management Engagement Committee
The Board has established a Management Engagement Committee with
formal duties and responsibilities. The Management Engagement
Committee commits to meeting at least once a year and comprises the
entire Board, with Richard Burwood
serving as Chairperson. These duties and responsibilities include
the regular review of the performance of and contractual
arrangements with the Portfolio Manager and other service providers
and the preparation of the Committee's annual opinion as to the
Portfolio Manager's services.
The Management Engagement Committee carried out a review of the
performance and capabilities of the Portfolio Manager and other
service providers at its 19 September
2019 meeting and recommended the continued appointment of
TwentyFour Asset Management LLP as Portfolio Manager is in the
interest of Shareholders. The Committee also recommended that the
appointment of all the Company’s current service providers should
continue.
Audit Committee
An Audit Committee has been established consisting of all
Directors with Ian Burns appointed
as Chairman. Trevor Ash, the
Chairman of the Board is a member of the Audit Committee, as he is
an independent, non-executive Director. The terms of reference of
the Audit Committee provide that the committee shall be
responsible, amongst other things, for reviewing the Interim and
Annual Financial Statements, considering the appointment and
independence of external auditors, discussing with the external
auditors the scope and results from the audit and reviewing the
Company’s compliance with the AIC Code.
Further details on the Audit Committee can be found in the Audit
Committee Report.
Nomination Committee
There is no separate Nomination Committee, as all Directors are
considered non-executive and independent. The Board as a whole
fulfils the function of a Nomination Committee. Whilst the
Directors take the lead in the appointment of new Directors, any
proposal for a new Director will be discussed and approved by all
members of the Board.
Remuneration Committee
In view of its non-executive and independent nature, the Board
considers that it is not appropriate for there to be a separate
Remuneration Committee. The Board as a whole fulfils the functions
of the Remuneration Committee, although the Board has included a
separate Directors’ Remuneration Report of these Financial
Statements.
International Tax Reporting
For purposes of the US Foreign Account Tax Compliance Act, the
Company registered with the US Internal Revenue Service (“IRS”) as
a Guernsey reporting Foreign
Financial Institution (“FFI”), received a Global Intermediary
Identification Number (8V9U53.99999.SL.831), and can be found on
the IRS FFI list.
The Common Reporting Standard (“CRS”) is a global standard
developed for the automatic exchange of financial account
information developed by the Organisation for Economic Co-operation
and Development (“OECD”), which has been adopted in Guernsey and which came into effect on
1 January 2016.
The Board ensures that the Company is compliant with
Guernsey regulations and guidance
in this regard.
Strategy
The strategy for the Company is to target less liquid, higher
yielding asset backed securities. These securities, whilst
fundamentally robust, do not offer enough liquidity for use in the
typical daily mark-to-market UCITs funds, but are well suited to a
traded closed-ended vehicle, where investors can obtain liquidity
by trading shares on the London Stock Exchange. This part of the
fixed income market has been largely overlooked and therefore
represents attractive relative value. The strategy aims to generate
a dividend in the Reporting Period ending 31
March 2020 of 6 pence per
Ordinary Share and in each subsequent Reporting Period such
Dividend Target as the Directors determine at their absolute
discretion from time to time, with all excess income being
distributed to investors at the year-end of the Company.
Internal Controls
The Board is ultimately responsible for establishing and
maintaining the Company’s system of internal financial and
operating control and for maintaining and reviewing its
effectiveness. The Company’s risk matrix continues to be the core
element of the Company’s risk management process in establishing
the Company’s system of internal financial and reporting control.
The risk matrix is prepared and maintained by the Board which
initially identifies the risks facing the Company and then
collectively assesses the likelihood of each risk, the impact of
those risks and the strength of the controls operating over each
risk. The system of internal financial and operating control is
designed to manage rather than to eliminate the risk of failure to
achieve business objectives and by their nature can only provide
reasonable and not absolute assurance against misstatement and
loss.
These controls aim to ensure that assets of the Company are
safeguarded, proper accounting records are maintained and the
financial information for publication is reliable. The Board
confirms that there is an ongoing process for identifying,
evaluating and managing the significant risks faced by the
Company.
This process has been in place for the year under review and up
to the date of approval of this Annual Report and Audited Financial
Statements and is reviewed by the Board and is in accordance with
the AIC Code.
The AIC Code requires Directors to conduct at least annually a
review of the Company’s system of internal financial and operating
control, covering all controls, including financial, operational,
compliance and risk management. The Board has evaluated the systems
of internal controls of the Company. In particular, it has prepared
a process for identifying and evaluating the significant risks
affecting the Company and the policies by which these risks are
managed. The Board also considers whether the appointment of an
internal auditor is required and has determined that there is no
requirement for a direct internal audit function.
The Board has delegated the day to day responsibilities for the
management of the Company’s investment portfolio, the provision of
depositary services and administration, registrar and corporate
secretarial functions including the independent calculation of the
Company’s NAV and the production of the Annual Report and Financial
Statements which are independently audited.
Formal contractual agreements have been put in place between the
Company and providers of these services. Even though the Board has
delegated responsibility for these functions, it retains
accountability for these functions and is responsible for the
systems of internal control. At each quarterly Board meeting,
compliance reports are provided by the Administrator, Company
Secretary, Portfolio Manager, AIFM and Depositary. The Board also
receives confirmation from the Administrator of its accreditation
under its Service Organisation Controls 1 report.
The Company’s risk exposure and the effectiveness of its risk
management and internal control systems are reviewed by the Audit
Committee at its meetings and annually by the Board. The Board
believes that the Company has adequate and effective systems in
place to identify, mitigate and manage the risks to which it is
exposed. Principal Risks and Uncertainties are set out below.
Shareholder Engagement
The Board welcomes Shareholders’ views and places great
importance on communication with its Shareholders. Shareholders
wishing to meet the Chairman and other Board members should contact
the Company’s Administrator.
The Portfolio Manager and Listing Sponsor maintain a regular
dialogue with institutional Shareholders, the feedback from which
is reported to the Board.
The Company’s Annual General Meeting (“AGM”) provides a forum
for Shareholders to meet and discuss issues of the Company and
Shareholders with the opportunity to vote on the resolutions as
specified in the Notice of AGM. The Notice of the AGM and the
results are released to the London Stock Exchange in the form of an
announcement. Board members will be available to respond to
Shareholders’ questions at the AGM.
In addition, the Company maintains a website,
www.twentyfourincomefund.com, which contains comprehensive
information, including links to regulatory announcements, share
price information, financial reports, investment objective and
investor contacts.
Significant Shareholdings
Shareholders with holdings of more than 3.0% of the Ordinary
Shares of the Company at 4 June 2020
(latest available) were as follows:
Those invested directly or indirectly in 3.0% or more of the
issued share capital of the Company will have the same voting
rights as other holders of Shares.
Disclosure of Information to
Auditors
The Directors who held office at the date of approval of these
Financial Statements confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s
auditor is unaware; and each Director has taken all the steps that
they ought to have taken as a Director to make themselves aware of
any relevant audit information and to establish that the Company’s
auditor is aware of that information.
Independent Auditors
A resolution for the reappointment of PricewaterhouseCoopers CI
LLP will be proposed at the forthcoming AGM.
Signed on behalf of the Board of Directors on 21 July 2020 by:
Trevor
Ash
Chairman
Ian
Burns
Director
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable
Guernsey law and regulations.
Guernsey company law requires
the Directors to prepare Financial Statements for each financial
year. Under that law they have elected to prepare the Financial
Statements in accordance with International Financial Reporting
Standards (“IFRS”) and applicable law.
The Financial Statements are required by law to give a true and
fair view of the state of affairs of the Company and of the profit
or loss of the Company for that period.
In preparing these Financial Statements, the Directors are
required to:
- select suitable accounting
policies and then apply them consistently;
- make judgements and estimates
that are reasonable and prudent;
- state whether applicable
accounting standards have been followed, subject to any material
departures disclosed and explained in the Financial Statements;
and
- prepare the Financial Statements
on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors confirm that they have complied with these
requirements in preparing the Financial Statements.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the Financial Statements have been properly prepared in accordance
with The Companies (Guernsey) Law,
2008. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities.
The Directors are responsible for the oversight of the
maintenance and integrity of the corporate and financial
information in relation to the Company website; the work carried
out by the auditor does not involve consideration of these matters
and, accordingly, the auditor accepts no responsibility for any
changes that may have occurred to the financial statements since
they were initially presented on the website.
Legislation in Guernsey
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge:
(a) The Financial Statements have been prepared in
accordance with IFRS and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
as at and for the year ended 31 March
2020; and
(b) The Annual Report includes information detailed in the
Corporate Information, Summary Information, Chairman’s Statement,
Portfolio Manager’s Report, Top Twenty Holdings, Board Members,
Disclosure of Directorships in Public Companies Listed on
Recognised Stock Exchanges, Strategic Report, Directors’ Report,
Statement of Directors’ Responsibilities, Directors’ Remuneration
Report, Audit Committee Report, Alternative Investment Fund
Manager’s Report and Depositary Statement and provides a fair
review of the information required by:
(i) DTR 4.1.8
and DTR 4.1.9 of the Disclosure and Transparency Rules, being a
fair review of the Company business and a description of the
principal risks and uncertainties facing the Company; and
(ii) DTR 4.1.11 of the Disclosure and Transparency Rules,
being an indication of important events that have occurred since
the end of the financial year and the likely future development of
the Company.
In the opinion of the Board, the Financial Statements taken as a
whole, are fair, balanced and understandable and provide the
information necessary to assess the Company’s performance, business
model and strategy.
By order of the Board
Trevor
Ash
Chairman
Ian
Burns
Director
21 July
2020
DIRECTORS’ REMUNERATION REPORT
The Directors' remuneration report has been prepared on behalf
of the Directors in accordance with the UK Code as issued by the UK
Listing Authority. An ordinary resolution for the approval of the
annual remuneration report will be put to the Shareholders at the
AGM to be held on
23 September 2020.
Remuneration Policy
The Company's policy in regard to Directors' remuneration is to
ensure that the Company maintains a competitive fee structure in
order to recruit, retain and motivate non-executive Directors of
excellent quality in the overall interests of shareholders.
The Directors do not consider it necessary for the Company to
establish a separate Remuneration Committee. All of the matters
recommended by the UK Code that would be delegated to such a
committee are considered by the Board as a whole.
It is the responsibility of the Board as a whole to determine
and approve the Directors' fees, following a recommendation from
the Chairman who will have given the matter proper consideration,
having regard to the level of fees payable to non-executive
Directors in the industry generally, the role that individual
Directors fulfil in respect of Board and Committee responsibilities
and the time committed to the Company's affairs. The Chairman's
remuneration is decided and approved separately by the Board as a
whole.
No element of the Directors' remuneration is performance
related, nor does any Director have any entitlement to pensions,
share options or any long-term incentive plans from the
Company.
Remuneration
The Directors of the Company are remunerated for their services
at such a rate as the Directors determine, provided that the
aggregate amount of such fees does not exceed £150,000 per
annum.
Directors are remunerated in the form of fees, payable quarterly
in arrears, to the Director personally. No Directors have been paid
additional remuneration outside the normal Directors’ fees and
expenses.
In the year ended 31 March 2020,
the Directors received the following annual remuneration in the
form of Directors’ fees:
|
Annual
Fee
£ |
|
Additional
Fees
£ |
|
Total
Fees
£ |
Trevor Ash (Chairman of the
Board) |
40,000 |
|
5,000 |
|
45,000 |
Ian Burns (Audit Committee
Chairman) |
37,500 |
|
5,000 |
|
42,500 |
Richard Burwood |
35,000 |
|
5,000 |
|
40,000 |
Joanne Fintzen |
35,000 |
|
5,000 |
|
40,000 |
Total |
147,500 |
|
20,000 |
|
167,500 |
The annual fees are £40,000 for the Chairman, £37,500 for Audit
Committee Chairman, and £35,000 for all other Directors.
In May 2019, each Director
received a further £5,000 each in relation to additional work
carried out on the issue of new shares.
The remuneration policy set out above is the one applied for the
year ended 31 March 2020 and is not
expected to change in the foreseeable future.
Directors' and Officers’ liability insurance cover is maintained
by the Company on behalf of the Directors.
The Directors were appointed as non-executive Directors by
letters of appointment. Each Director’s appointment letter provides
that, upon the termination of his/her appointment, he/she must
resign in writing and all records remain the property of the
Company. The Directors’ appointments can be terminated in
accordance with the Articles and without compensation. There is no
notice period specified in the Articles for the removal of
Directors. The Articles provide that the office of director shall
be terminated by, among other things: (a) written resignation;
(b) unauthorised absences from board meetings for six months
or more; (c) unanimous written request of the other directors; and
(d) an ordinary resolution of the Company.
Under the terms of their appointment, each Director is required
to seek re-election on an annual basis. At the 19 September 2019 Annual General Meeting,
Trevor Ash, Ian Burns and Richard
Burwood were re-elected to the Board. At the same Annual
General Meeting, Joanne Fintzen was
elected to the Board for the first time, having been appointed
Director on 7 January 2019. The
Company may terminate the appointment of a Director immediately on
serving written notice and no compensation is payable upon
termination of office as a director of the Company becoming
effective.
The amounts payable to Directors shown in note 15 were for
services as non-executive Directors.
No Director has a service contract with the Company, nor are any
such contracts proposed.
Signed on behalf of the Board of Directors on 21 July 2020 by:
Trevor
Ash
Chairman
Ian
Burns
Director
AUDIT COMMITTEE REPORT
We present the Audit Committee's Report, setting out the
responsibilities of the Audit Committee and its key activities for
the year ended 31 March 2020.
The Audit Committee has continued its detailed scrutiny of the
appropriateness of the Company’s system of risk management and
internal controls, the robustness and integrity of the Company’s
financial reporting, along with the external audit process. The
Committee has devoted time to ensuring that the internal financial
and operating controls and processes have been properly
established, documented and implemented.
During the course of the year, the information that the Audit
Committee has received has been timely and clear and has enabled
the Audit Committee to discharge its duties effectively.
The Audit Committee supports the aims of the UK Code and the
best practice recommendations of other corporate governance
organisations such as the AIC, and believes that reporting against
the revised AIC Code allows the Audit Committee to further
strengthen its role as a key independent oversight Committee.
Role and Responsibilities
The primary function of the Audit Committee is to assist the
Board in fulfilling its oversight responsibilities. This includes
reviewing the financial reports and other financial information and
any significant financial judgement contained therein, before
publication.
In addition, the Audit Committee reviews the systems of internal
financial and operating controls on a continuing basis that the
Administrator, Portfolio Manager, AIFM, and Custodian Depositary
and the Board have established with respect to finance, accounting,
risk management, compliance, fraud and audit. The Audit Committee
also reviews the accounting and financial reporting processes,
along with reviewing the roles, independence and effectiveness of
the external auditor.
The ultimate responsibility for reviewing and approving the
Annual and Interim Financial Statements remains with the Board.
The Audit Committee's full terms of reference can be obtained by
contacting the Company's Administrator.
Risk Management and Internal
Control
The Board, as a whole, considers the nature and extent of the
Company’s risk management framework and the risk profile that is
acceptable in order to achieve the Company’s strategic objectives.
As a result, it is considered that the Board has fulfilled its
obligations under the AIC Code.
The Audit Committee continues to be responsible for reviewing
the adequacy and effectiveness of the Company’s ongoing risk
management systems and processes. Its system of internal controls,
along with its design and operating effectiveness, is subject to
review by the Audit Committee through reports received from the
Portfolio Manager, AIFM and Custodian and Depositary, along with
those from the Administrator and external auditor.
Fraud, Bribery and Corruption
The Audit Committee, in conjunction with the Management
Engagement Committee, has relied on the overarching requirement
placed on the service providers under the relevant agreements to
comply with applicable law, including anti-bribery laws. A review
of the service provider policies took place at the Management
Engagement Committee Meeting, held on 19
September 2019. The Board receives regular confirmation from
all service providers that there has been no fraud, bribery or
corruption.
Financial Reporting and Significant
Financial Issues
The Audit Committee assesses whether suitable accounting
policies have been adopted and whether the Portfolio Manager has
made appropriate estimates and judgements. The Audit Committee
reviews accounting papers prepared by the Portfolio Manager and
Administrator which provide details on the main financial reporting
judgements.
The Audit Committee also reviews reports by the external
auditors which highlight any issues with respect to the work
undertaken on the audit.
The significant issues considered during the year by the Audit
Committee in relation to the Financial Statements and how they were
addressed are detailed below:
(i) Valuation of investments:
The Company’s investments had a fair value of £481,313,740 as at
31 March 2020 (31 March 2019: £491,596,605) and represent a
substantial portion of net assets of the Company. As such this is
the largest factor in relation to the consideration of the
Financial Statements. These investments are valued in accordance
with the accounting policies set out in note 2 to the Financial
Statements. In March 2020, the
committee carried out an on-site review of the revaluation
processes, systems and controls at the London offices of the Portfolio Manager. By
this and through regular reporting during the year by the Portfolio
Manager, AIFM, Administrator, Custodian and Depositary the Audit
Committee satisfied itself that both the sources of price
information and valuation process itself are robust and reliable,
and considered the valuation of the investments held by the
Company as at 31 March 2020 to be reasonable.
(ii) Income Recognition:
The Audit Committee considered the calculation of income from
investments recorded in the Financial Statements as at 31 March 2020. As disclosed in note 3(ii)(b) of
the Notes to the Financial Statements, the estimated life of Asset
Backed Securities is determined by the Portfolio Manager, impacting
the effective interest rate of the Asset Backed Securities which in
turn impacts the calculation of income from investments. The Audit
Committee reviewed the Portfolio Manager's process for determining
the expected life of the Company's investments and found it to be
reasonable based on the explanations provided and information
obtained from the Portfolio Manager. The Audit Committee is
therefore satisfied that income is correctly stated in the
Financial Statements.
As the extent of COVID-19 and its impact become ever more
apparent the Audit Committee has also been working very closely
with the Portfolio Manager to ensure the annual report and accounts
remain valid and reflect Company's position as at the date of
signing.
Following a review of the presentations and reports from the
Portfolio Manager and Administrator and consulting where necessary
with the external auditor, the Audit Committee is satisfied that
the Financial Statements appropriately address the critical
judgements and key estimates (both in respect to the amounts
reported and the disclosures). The Audit Committee is also
satisfied that the significant assumptions used for determining the
value of assets and liabilities have been appropriately
scrutinised, challenged and are sufficiently robust.
The Company’s reporting currency is Sterling while a significant
proportion of the investments owned are denominated in foreign
currencies. The Company operates a hedging strategy designed to
mitigate the impact of foreign currency rate changes on the
performance of the fund. The Audit Committee has used information
from the Administrator and Portfolio Manager to satisfy itself
concerning the effectiveness of the hedging process, as well as to
confirm that realised and unrealised foreign currency gains and
losses have been correctly recorded.
At the request of the Audit Committee, the Administrator
confirmed that it was not aware of any material misstatements
including matters relating to Financial Statement presentation. At
the Audit Committee meeting to review the Annual Report and Audited
Financial Statements, the Audit Committee received and reviewed a
report on the audit from the external auditors. On the basis of its
review of this report, the Audit Committee is satisfied that the
external auditor has fulfilled its responsibilities with diligence
and professional scepticism. The Audit Committee advised the Board
that these Annual Financial Statements, taken as a whole, are fair,
balanced and understandable.
The Audit Committee is satisfied that the judgements made by the
Portfolio Manager and Administrator are reasonable, and that
appropriate disclosures have been included in the Financial
Statements.
Going Concern
The going concern basis can be found in the Directors’
Report.
External Auditors
The Audit Committee has responsibility for making a
recommendation on the appointment, re-appointment and removal of
the external auditors. PricewaterhouseCoopers CI LLP (“PwC”) was
appointed as the first auditors of the Company. During the year,
the Audit Committee received and reviewed audit plans and reports
from the external auditors. It is standard practice for the
external auditors to meet privately with the Audit Committee
without the Portfolio Manager and other service providers being
present at each Audit Committee meeting.
To assess the effectiveness of the external audit process, the
auditors were asked to articulate the steps that they have taken to
ensure objectivity and independence, including where the auditor
provides non-audit services. The Audit Committee monitors the
auditors’ performance, behaviour and effectiveness during the
exercise of their duties, which informs the decision to recommend
reappointment on an annual basis.
During the year, the Committee performed its annual review of
the independence, effectiveness and objectivity of the external
auditor and considered the Financial Reporting Council’s (“FRC”)
Audit Quality Review of PwC’s previous audit work. The Committee
concluded that the effectiveness of the external auditor and the
audit process were satisfactory and recommend to the Board the
reappointment of PwC as external auditor for the 2020 financial
year. Roland Mills became engagement
partner for the 31 March 2019
audit.
As a general rule, the Company does not utilise external
auditors for internal audit purposes, secondments or valuation
advice. Services which do not compromise auditor independence, such
as tax compliance, tax structuring, private letter rulings,
accounting advice, quarterly reviews and disclosure advice are
normally permitted but will be pre-approved by the Audit
Committee.
The following tables summarise the remuneration paid to PwC and
to other PwC member firms for audit and non-audit services during
the year ended 31 March 2020 and the
year ended 31 March 2019.
|
|
|
|
|
|
01.04.19 to 31.03.20 |
01.04.18 to 31.03.19 |
PricewaterhouseCoopers CI LLP - Assurance work |
|
|
£ |
|
£ |
- Annual
audit |
|
|
|
|
|
66,000 |
|
57,000 |
- Interim
review |
|
|
|
|
|
19,000 |
|
17,550 |
PricewaterhouseCoopers CI LLP - Non-assurance
work |
|
|
|
|
- Report
accountant services for the new share issue on |
60,000 |
|
- |
12 September 2019 |
|
|
|
|
|
- Reportable
Income calculation |
|
|
|
8,000 |
|
8,000 |
|
|
|
|
|
|
|
|
|
|
Ratio
of audit to non-audit work |
|
|
|
|
1 :
1.32 |
|
1 :
0.5 |
The Audit committee has regular discussions with the auditor
regarding their ongoing independence. The Audit Committee have
noted the Revised Ethical Standard 2019 issued by the FRC in
December 2019 have confirmed with the
auditor that the impact on the current relationship with the
auditor will remain largely unaffected with the largest impact
being that the Reportable Income Distribution work undertaken above
will have to be undertaken in future periods by a separate service
provider and the Audit Committee will nominate and appoint a new
service provider in due course.
For any questions on the activities of the Audit Committee not
addressed in the foregoing, a member of the Audit Committee remains
available to attend each AGM to respond to such questions.
The Audit Committee Report was approved by the Audit Committee
on 21 July 2020 and signed on behalf
by:
Ian
Burns
Chairman, Audit Committee
21 July
2020
ALTERNATIVE INVESTMENT FUND MANAGER’S
REPORT
Maitland Institutional Services Ltd acts as the Alternative
Investment Fund Manager (“AIFM”) of TwentyFour Income Fund Limited
(“the Company”) providing portfolio management and risk management
services to the Company.
The AIFM has delegated the following of its alternative
investment fund management functions:
· It has delegated the portfolio
management function for listed investments to TwentyFour Asset
Management LLP.
· It has delegated the portfolio
management function for unlisted investments to TwentyFour Asset
Management LLP.
The AIFM is required by the Alternative Investment Fund Managers
Directive 2011, 61/EU (the “AIFM Directive”) and all applicable
rules and regulations implementing the AIFM Directive in the UK
(the “AIFM” Rules):
· to make the annual report available to
investors and to ensure that the annual report is prepared in
accordance with applicable accounting standards, the Company’s
articles of incorporation and the AIFM Rules and that the annual
report is audited in accordance with International Standards on
Auditing;
· be responsible for the proper
valuation of the Company’s assets, the calculation of the Company’s
net asset value and the publication of the Company’s net asset
value;
· to make available to the Company’s
shareholders, a description of all fees, charges and expenses and
the amounts thereof, which have been directly or indirectly borne
by them; and
· ensure that the Company’s shareholders
have the ability to redeem their share in the capital of the
Company in a manner consistent with the principle of fair treatment
of investors under the AIFM Rules and in accordance with the
Company’s redemption policy and its obligations.
The AIFM is required to ensure that the annual report contains a
report that shall include a fair and balanced review of the
activities and performance of the Company, containing also a
description of the principal risks and investment or economic
uncertainties that the Company might face.
AIFM Remuneration
The AIFM is subject to a staff remuneration policy which meets
the requirements of the AIFMD. The policy is designed to ensure
remuneration practices are consistent with, and promote, sound and
effective risk management. It does not encourage risk-taking which
is inconsistent with the risk profiles, rules or instrument of
incorporation of the funds managed, and does not impair the AIFM’s
compliance with its duty to act in the best interests of the funds
it manages.
The AIFM has reviewed the Remuneration Policy and its
application in the last year which has resulted in no material
changes to the policy or irregularities to process.
This disclosure does not include staff undertaking portfolio
management activities as these are undertaken by TwentyFour Asset
Management LLP. The investment manager is required to make separate
public disclosure as part of their obligations under the Capital
Requirements Directive.
The AIFM also acts as Authorised Corporate director (ACD) for
non-AIFs. It is required to disclose the total remuneration it pays
to its staff during the financial year of the fund, split into
fixed and variable remuneration, with separate aggregate disclosure
for staff whose actions may have a material impact to the risk
profile of a fund or the AIFM itself. This includes executives,
senior risk and compliance staff and certain senior managers.
AIFM Remuneration
|
Number of
Beneficiaries |
Fixed |
Variable |
Total remuneration paid by the ACD
during the year |
85 |
£5,516,000 |
£42,920 |
Remuneration paid to employees who
are material risk takers |
4 |
£909,000 |
£2,500 |
Further information is available in the AIFM’s Remuneration
Policy Statement which can be obtained from www.maitlandgroup.com
or, on request free of charge, by writing to the registered office
of the AIFM.
In so far as the AIFM is aware:
· there is no relevant audit information
of which the Company’s auditors or the Company’s board of directors
are unaware; and
· the AIFM has taken all steps that it
ought to have taken to make itself aware of any relevant audit
information and to establish that the auditors are aware of that
information.
We hereby certify that this report is made on behalf of the
AIFM, Maitland Institutional Services Ltd.
C O’Keeffe
P.F. Brickley
Directors
Maitland Institutional Services Ltd
21 July 2020
REPORT OF THE DEPOSITARY TO THE
SHAREHOLDERS
for the year ended 31 March
2020
Northern Trust (Guernsey)
Limited has been appointed as Depositary to TwentyFour Income Fund
Limited (the “Company”) in accordance with the requirements of
Article 36 and Articles 21(7), (8) and (9) of the Directive
2011/61/EU of the European Parliament and of the Council of
8 June 2011 on Alternative Investment
Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and
Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (the “AIFM
Directive”).
We have enquired into the conduct of Maitland Institutional
Services Limited (the “AIFM”) and the Company for the year ended
31 March 2020, in our capacity as
Depositary to the Company.
This report including the review provided below has been
prepared for and solely for the Shareholders in the Company. We do
not, in giving this report, accept or assume responsibility for any
other purpose or to any other person to whom this report is
shown.
Our obligations as Depositary are stipulated in the relevant
provisions of the AIFM Directive and the relevant sections of
Commission Delegated Regulation (EU) No 231/2013 (collectively the
“AIFMD legislation”) and The Authorised Closed Ended Investment
Scheme Rules 2008.
Amongst these obligations is the requirement to enquire into the
conduct of the AIFM and the Company and their delegates in each
annual accounting period.
Our report shall state whether, in our view, the Company has
been managed in that period in accordance with the AIFMD
legislation. It is the overall responsibility of the AIFM and the
Company to comply with these provisions. If the AIFM, the Company
or their delegates have not so complied, we as the Depositary will
state why this is the case and outline the steps which we have
taken to rectify the situation.
The Depositary and its affiliates are or may be involved in
other financial and professional activities which may on occasion
cause a conflict of interest with its roles with respect to the
Company. The Depositary will take reasonable care to ensure that
the performance of its duties will not be impaired by any such
involvement and that any conflicts which may arise will be resolved
fairly and any transactions between the Depositary and its
affiliates and the Company shall be carried out as if effected on
normal commercial terms negotiated at arm’s length and in the best
interests of Shareholders.
Basis of Depositary Review
The Depositary conducts such reviews as it, in its reasonable
discretion, considers necessary in order to comply with its
obligations and to ensure that, in all material respects, the
Company has been managed (i) in accordance with the limitations
imposed on its investment and borrowing powers by the provisions of
its constitutional documentation and the appropriate regulations
and (ii) otherwise in accordance with the constitutional
documentation and the appropriate regulations. Such reviews vary
based on the type of Fund, the assets in which a Fund invests and
the processes used, or experts required, in order to value such
assets.
Review
In our view, the Company has been managed during the period, in
all material respects:
(i) in accordance with the
limitations imposed on the investment and borrowing powers of
the
Company by the constitutional documents; and by the AIFMD
legislation; and
(ii) otherwise in
accordance with the provisions of the constitutional documents; and
the AIFMD
legislation.
For and on behalf of
Northern Trust (Guernsey)
Limited
21 July 2020
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF TWENTYFOUR INCOME FUND LIMITED
Report on the audit of the financial
statements
______________________________________________________________________________________
Our opinion
In our opinion, the financial statements give a true and fair
view of the financial position of TwentyFour Income Fund Limited
(the “company”) as at 31 March 2020,
and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting
Standards and have been properly prepared in accordance with the
requirements of The Companies (Guernsey) Law, 2008.
What we have audited
The company’s financial statements comprise:
- the statement of financial position as at 31 March 2020;
- the statement of comprehensive income for the year then
ended;
- the statement of changes in equity for the year then
ended;
- the statement of cash flows for the year then ended; and
- the notes to the financial statements, which include a
description of the significant accounting policies.
______________________________________________________________________________________
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (“ISAs”). Our responsibilities under those
standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements of the company, as required by the Crown Dependencies’
Audit Rules and Guidance. We have fulfilled our other ethical
responsibilities in accordance with these requirements.
______________________________________________________________________________________
Our audit approach
Overview
______________________________________________________________________________________
|
Materiality
Overall materiality was £8.1 million which represents 1.75% of net
assets.
___________________________________________________________________
Audit scope
The company is incorporated and based in Guernsey.
We conducted our audit of the financial statements from information
provided by Northern Trust International Fund Administration
Services (Guernsey) Limited (the “Administrator”) to whom the Board
of directors (the “Board”) has delegated the administration
function. The company engages TwentyFour Asset Management LLP (the
“Portfolio Manager”) to manage the investment portfolio. We had
significant interaction with both the Administrator and the
Portfolio Manager during our audit.
We conducted all of our audit work in Guernsey.
__________________________________________________________________
Key audit matters
Risk of fraud in interest income on financial assets at fair value
through profit or loss.
Valuation of investments.
The Board’s consideration of the potential impact of COVID-19.
|
Audit scope
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we considered where the directors made
subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of
internal controls, including among other matters, consideration of
whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit in order to perform
sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the
company, the accounting processes and controls, and the industry in
which the company operates.
Materiality
The scope of our audit was influenced by our application of
materiality. An audit is designed to obtain reasonable assurance
whether the financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They
are considered material if individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall
company materiality for the financial statements as a whole as set
out in the table below. These, together with qualitative
considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and in
aggregate on the financial statements as a whole.
Overall Company
materiality |
£8.1 million (2019: £11.3
million) |
How we determined it |
1.75% of net assets (2019: 2.25% of
net assets) |
Rationale for the materiality
benchmark |
We believe that net assets is the
most appropriate benchmark because this is the key metric of
interest to investors. We reduced materiality for the current
year end to reflect the increase in fraud and other risks that
uncertain and volatile financial markets can have on
businesses. |
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £404,500, as well
as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in
the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter |
How our audit addressed the Key
audit matter |
Risk of fraud in
interest income on financial assets at fair value through profit or
loss
Interest income earned in respect of financial assets designated as
at fair value through profit or loss is recognised in the statement
of comprehensive income using the effective interest rate method
(£33.0 million) as set out in note 2(i) to the financial
statements.
The requirement to estimate the expected cash flows when forming an
effective interest rate model is subject to significant management
estimate and judgement, as detailed in note 3(ii)(b) to the
financial statements and could be open to manipulation by
management.
As a result, we have designated the risk of fraud in interest
income on financial assets at fair value through profit or loss
(the Asset Backed Securities) as a significant audit risk. |
We assessed the
accounting policy for the recognition of interest income for
compliance with International Financial Reporting Standards and
planned and executed our audit procedures to ensure that interest
income had been accounted for in accordance with the stated
accounting policy.
We held discussions with the Portfolio Manager to understand and
evaluate the processes in place for recognising interest income and
to understand the estimates made by the Portfolio Manager in
respect of the expected life of the Asset Backed Securities,
expected timing of prepayments and expected defaults.
On a sample basis, we verified key inputs into the effective
interest rate models prepared by the Portfolio Manager and adopted
by the company. We also verified through recalculation the
arithmetic accuracy of the models and the resultant interest income
summary prepared by the Portfolio Manager.
In assessing the Portfolio Manager’s estimates with respect to the
expected life of the Asset Backed Securities, expectations on
timing of prepayments, expected defaults and the impact of COVID-19
thereon, we obtained supporting documentation to corroborate the
Portfolio Manager’s estimates on a sample basis.
We also selected a targeted sample of securities to assess if there
had been any significant changes to the expected repayment dates
from the prior year. Where there had been changes, we obtained
supporting explanations and analysis to support those changes.
No significant issues or concerns were identified in our testing
which required reporting to those charged with governance. |
Valuation of
investments
Investments are designated as financial assets at fair value
through profit or loss and are disclosed separately on the
statement of financial position (£481.3 million).
Investments comprise of a diverse portfolio of Asset Backed
Securities and are fair valued in accordance with the policies set
out in note 2(e) to the financial statements, and the fair value of
investments and movement therein are further disclosed in notes 9
and 17 respectively.
Investments represent the most significant balance on the statement
of financial position and are not listed. Investment
valuations are subject to estimate based on management’s judgements
and assumptions underlying each security, as detailed under note
3(ii)(a) to the financial statements.
Owing to the level of subjectivity that could be applied in fair
valuing investments, the risk of manipulation or error could be
material and as a result we have designated the valuation of
investments as a significant audit risk. |
We understood and
evaluated the internal control environment in place at the
Administrator and the Portfolio Manager over the valuation of the
investment portfolio.
We assessed the accounting policy for investment valuation for
compliance with International Financial Reporting Standards and
planned and executed our audit procedures to ensure that the
valuation of investments were accounted for in accordance with the
stated accounting policy.
We tested the valuation of investments by using PwC UK’s asset
pricing team to reprice all of the investment portfolio valuations.
Prices were obtained by our pricing team from a range of sources,
including exchange traded and consensus prices.
Where PwC UK’s asset pricing team were unable to obtain independent
prices (either due to licensee access restrictions or the fact that
certain investments are bespoke privately priced deals), or where
the prices obtained by PwC UK’s asset pricing team exceeded our
initial tolerable variance threshold per investment (i.e. the
initial threshold for differences between the values reported and
the repricing obtained for which we undertake further
investigation), the engagement team sought and received supporting
evidence for these specific prices from the Administrator and/or
the Portfolio Manager.
In doing so, we also assessed the independence, reputation and
reliability of the sources of the supporting evidence provided in
these instances. All variances exceeding our tolerable
threshold were evaluated as being reasonable in light of the
supporting evidence obtained and evaluated.
In executing our investment repricing testing, where we noted that
investments were based on prices published at dates prior to the
reporting date, we performed additional audit procedures so as to
ensure that updated prices had been received subsequent to the year
end, and that those prices were not materially different to the
prices used at the reporting year end.
In order to determine the ongoing reliability of the investment
valuations from year to year, we also, for a sample of disposals,
compared the sales transaction price to the most recently recorded
valuation prior to the disposal, which allowed us to assess the
reliability of the valuation data and process for the previous
valuation point.
During the year, the Board refined their investment fair value
hierarchy policy (the hierarchy disclosure required by
International Financial Reporting Standards), which saw more
granularity applied in deciding about what observable inputs are
used in determining whether a price of an investment is level 3
(based on unobservable data) or level 2 (unquoted but based on
observable data for the same / similar instruments).
We obtained the Board’s approved fair value hierarchy policy and we
engaged with the Board and the Portfolio Manager to understand the
drivers for amending the principles therein. We also tested the
Portfolio Manager’s year-end process for assigning an appropriate
level to each security in accordance with the policy, by evaluating
a sample of the fair value hierarchy changes from Level 3 to Level
2.
We also discussed and evaluated management’s approach to assessing
and, if necessary, measuring the impact of COVID-19 on the fair
value of the investment portfolio.
No significant issues or concerns were noted with regard to the
valuation of financial assets at fair value through profit or loss
which required reporting to those charged with corporate
governance. |
The Board’s
consideration of the potential impact of COVID-19
The Board and the Portfolio Manager have considered the potential
impact of events that have been caused by the pandemic, COVID-19,
on the current and future operations of the company. In doing so,
the Board together with the Portfolio Manager have made estimates
and judgements that are critical to the outcomes of these
considerations with a particular focus on the company’s ability to
continue as a going concern for a period of at least 12 months from
the date of approval of these financial statements.
As a result of the impact of COVID-19 on the wider financial
markets and the company’s share price, we have determined the
Board’s consideration of the potential impact of COVID-19
(including their associated estimates and judgements) to be a key
audit matter. |
We obtained from the
Portfolio Manager and Board the latest assessment and conclusions
with respect to the statements of going concern and viability
respectively.
We discussed with the Portfolio Manager and the Board the critical
estimates and judgements applied in their latest assessments so we
could understand and challenge the rationale and underlying factors
incorporated and the sensitivities applied as a result of
COVID-19.
We inspected the viability assessment provided to evaluate its
consistency with our understanding of the operations of the
company, the investment portfolio and with any market commentary
already made by the Portfolio Manager.
We considered the appropriateness of the disclosures made by the
Portfolio Manager and the Board in respect of these assessments
including the current and potential impact of COVID-19.
We confirmed that the directors have analysed and are satisfied
with the business continuity plans of all key service providers as
part of their COVID-19 operational resilience review.
In discussing, challenging and evaluating the estimates and
judgments made by the Portfolio Manager and the Board, we noted the
following factors that were considered to be fundamental in their
consideration of the potential impact of COVID-19 on the current
and future operations of the company and which support the
statements of going concern and viability respectively:
In the period from 21 February to 31 March 2020, the Board noted
the company’s NAV per share was negatively impacted by the market
volatility caused by COVID-19, dropping by 17% in March 2020
(predominantly driven by the valuation of the collateralised loan
obligations (“CLOs”) in the portfolio,which contributed an overall
drop of 13% in the NAV). However, the Board considered the fact
that the NAV had largely recovered, increasing by 10% during the
three months post year end (the CLOs had recovered significantly,
contributing a 11% increase in NAV per share) as a positive
indicator to support both the viability and going concern
assessments of the company;
The Board have confirmed with the company’s service providers that
they have appropriate business continuity plans in place and that
they have shifted to working from home or other flexible working
arrangements. The Board have deemed these business continuity plans
to be operating effectively, especially in Guernsey where there
have been no new cases of COVID-19 reported for over 70 days. The
Portfolio Manager, Board and Administrator do not anticipate any
issues and staff working from home have access to all relevant
systems and functionalities;
As at 31 March 2020 the Board noted that the company had cash and
cash equivalents of 0.30% of total net assets, and that post year
end the company has maintained a positive cash balance and
continues to meet liabilities when they fall due; and
Subsequent to the year end, the company has also raised, with the
authority of the Board, additional capital of £3.5m by issuing 3.8m
shares, which the Board believes further demonstrates the company’s
viability to investors.
Based on our procedures and the information available at the time
of the Board’s approval of the financial statements, we have not
identified any matters to report with respect to the Board’s
consideration and disclosure of the impact of COVID-19 on the
current and future operations of the company. |
Other information
The directors are responsible for the other information. The
other information comprises all the information included in the
Annual Report and Audited Financial Statements (the “Annual
Report”) but does not include the financial statements and our
auditor’s report thereon.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.
______________________________________________________________________________________
Responsibilities of the directors for
the financial statements
The directors are responsible for the preparation of the
financial statements that give a true and fair view in accordance
with International Financial Reporting Standards, the requirements
of Guernsey law and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
______________________________________________________________________________________
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:
· Identify and assess the risks of
material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override
of internal control;
· Obtain an understanding of internal
control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the company’s
internal control;
· Evaluate the appropriateness of
accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors;
· Conclude on the appropriateness of the
directors use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the company’s ability to continue as a going concern over
a period of at least twelve months from the date of approval of the
financial statements. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause
the company to cease to continue as a going concern, and
· Evaluate the overall presentation,
structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
______________________________________________________________________________________
Use of this report
This independent auditor’s report, including the opinions, has
been prepared for and only for the members as a body in accordance
with Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose.
We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
______________________________________________________________________________________
Report on other legal and regulatory
requirements
Company Law exception reporting
Under The Companies (Guernsey)
Law, 2008 we are required to report to you if, in our opinion:
· we have not received all the
information and explanations we require for our audit;
· proper accounting records have not
been kept; or
· the financial statements are not in
agreement with the accounting records.
We have no exceptions to report arising from this
responsibility.
Listing Rules of the Financial
Conduct Authority (FCA)
The company has reported compliance against the 2019 AIC Code of
Corporate Governance (the “Code”) which has been endorsed by the UK
Financial Reporting Council as being consistent with the UK
Corporate Governance Code for the purposes of meeting the company’s
obligations, as an investment company, under the Listing Rules of
the FCA.
We have nothing material to add or draw attention to in respect
of the following matters which we have reviewed based on the
requirements of the Listing Rules of the FCA:
· The directors’ confirmation that they
have carried out a robust assessment of the principal and emerging
risks facing the company, including a description of the principal
risks, what procedures are in place to identify emerging risks, and
an explanation of how those risks are being managed or mitigated,
and
· The directors’ explanation as to how
they have assessed the prospects of the company, over what period
they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We have nothing to report having performed a review of the
directors’ statement that they have carried out a robust assessment
of the principal and emerging risks facing the company and the
directors’ statement in relation to the longer-term viability of
the company. Our review was substantially less in scope than an
audit and only consisted of making inquiries and considering the
directors’ process supporting their statements; checking that the
statements are in alignment with the relevant provisions of the
Code; and considering whether the statements are consistent with
the knowledge and understanding of the company and its environment
obtained in the course of the audit.
Additionally, we have nothing to report in respect of our
responsibility to report when:
· The directors’ statement relating to
Going Concern in accordance with Listing Rule 9.8.6R(3) is
materially inconsistent with our knowledge obtained in the
audit;
· The statement given by the directors
that they consider the Annual Report taken as a whole to be fair,
balanced and understandable, and provides the information necessary
for the members to assess the company’s position and performance,
business model and strategy is materially inconsistent with our
knowledge of the company obtained in the course of performing our
audit;
· The section of the Annual Report
describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee, and
· The directors’ statement relating to
the company’s compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified, under
the Listing Rules, for review by the auditors.
Roland Mills
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
21 July 2020
STATEMENT OF COMPREHENSIVE INCOME
for the year ended from 31 March
2020
|
|
|
|
|
01.04.19 to 31.03.20 |
|
01.04.18 to 31.03.19 |
|
|
|
Note |
|
£ |
|
£ |
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income on
financial assets at fair value through profit and loss |
|
|
|
|
32,730,424 |
|
27,168,323 |
Net foreign currency
(losses)/gains |
|
|
8 |
|
(7,819,207) |
|
7,321,109 |
Net losses on
financial assets at fair value through profit or loss |
|
|
9 |
|
(83,996,144) |
|
(22,787,164) |
|
|
|
|
|
|
|
|
Total
income |
|
|
|
|
(59,084,927) |
|
11,702,268 |
|
|
|
|
|
|
|
|
Portfolio management
fees |
|
|
15 |
|
(4,228,263) |
|
(3,462,140) |
Directors' fees |
|
|
15 |
|
(167,500) |
|
(138,917) |
Administration and
secretarial fees |
|
|
16 |
|
(280,875) |
|
(236,007) |
Audit fees |
|
|
|
|
(66,000) |
|
(57,000) |
Custody fees |
|
|
16 |
|
(56,377) |
|
(46,696) |
Broker fees |
|
|
|
|
(54,167) |
|
(45,895) |
AIFM management
fees |
|
|
16 |
|
(199,294) |
|
(174,555) |
Depositary fees |
|
|
16 |
|
(78,012) |
|
(65,143) |
Legal and professional
fees |
|
|
|
|
(55,911) |
|
(337,373) |
Listing fees |
|
|
|
|
(92,079) |
|
(59,300) |
Registration fees |
|
|
|
|
(45,635) |
|
(26,857) |
Other expenses |
|
|
|
|
(451,209) |
|
(83,534) |
|
|
|
|
|
|
|
|
Total
expenses |
|
|
|
|
(5,775,322) |
|
(4,733,417) |
|
|
|
|
|
|
|
|
Total
comprehensive (loss)/income for the year |
|
|
|
(64,860,249) |
|
6,968,851 |
|
|
|
|
|
|
|
|
(Loss)/Earnings per Ordinary Redeemable Share - |
|
|
|
|
Basic &
Diluted |
|
|
4 |
|
(0.1287) |
|
0.0173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All items in the above statement derive from continuing
operations.
The notes form an integral part of these Financial
Statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2020
|
|
|
31.03.2020 |
|
31.03.2019 |
|
Note |
|
£ |
|
£ |
Assets |
|
|
|
|
|
Current
assets |
|
|
|
|
|
Financial assets at
fair value through profit and loss |
|
|
|
|
|
- Investments |
9 |
|
481,313,740 |
|
491,596,605 |
- Derivative assets:
Forward currency contracts |
18 |
|
14,398,192 |
|
52,575 |
Amounts due from
broker |
|
|
- |
|
3,908,529 |
Amounts due from
shares issued |
|
|
- |
|
3,456,600 |
Other receivables |
10 |
|
3,737,798 |
|
3,112,577 |
Cash and cash
equivalents |
|
|
1,409,267 |
|
36,505,984 |
|
|
|
|
|
|
Total
assets |
|
|
500,858,997 |
|
538,632,870 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
Financial liabilities
at fair value through profit and loss |
|
|
|
|
|
- Derivative
liabilities: Forward currency contracts |
18 |
|
1,374,030 |
|
1,919,402 |
Amounts payable under
repurchase agreements |
12 |
|
23,175,944 |
|
- |
Amounts due to
brokers |
|
|
- |
|
35,401,772 |
Other payables |
11 |
|
939,167 |
|
846,247 |
|
|
|
|
|
|
Total
liabilities |
|
|
25,489,141 |
|
38,167,421 |
|
|
|
|
|
|
Net assets |
|
|
475,369,856 |
|
500,465,449 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital
account |
13 |
|
530,491,915 |
|
459,436,544 |
Retained earnings |
|
|
(55,122,059) |
|
41,028,905 |
|
|
|
|
|
|
Total
equity |
|
|
475,369,856 |
|
500,465,449 |
|
|
|
|
|
|
Ordinary Redeemable
Shares in issue |
13 |
|
504,714,809 |
|
441,814,151 |
|
|
|
|
|
|
Net Asset Value per
Ordinary Redeemable Share (pence) |
6 |
|
94.19 |
|
113.28 |
The Financial Statements were approved by the Board of Directors
on 21 July 2020 and signed on its
behalf by
Trevor
Ash
Chairman
Ian
Burns
Director
The notes form an integral part of these Financial
Statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March
2020
|
|
|
Share
capital |
|
Retained |
|
|
|
|
|
account |
|
earnings |
|
Total |
|
|
Note |
£ |
|
£ |
|
£ |
Balances at 1 April 2019 |
|
459,436,544 |
|
41,028,905 |
|
500,465,449 |
|
|
|
|
|
|
|
|
Issue of
shares |
13 |
93,123,125 |
|
- |
|
93,123,125 |
Redemption
of shares |
13 |
(20,050,326) |
|
- |
|
(20,050,326) |
Share
issue costs |
13 |
(1,485,986) |
|
- |
|
(1,485,986) |
Dividend
paid |
|
- |
|
(31,822,157) |
|
(31,822,157) |
Income
equalisation on new issues |
5 |
(531,442) |
|
531,442 |
|
- |
Total
comprehensive loss for the year |
|
- |
|
(64,860,249) |
|
(64,860,249) |
|
|
|
|
|
|
|
|
Balances at 31 March 2020 |
|
530,491,915 |
|
(55,122,059) |
|
475,369,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital |
|
Retained |
|
|
|
|
|
account |
|
earnings |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
Balances at 1 April 2018 |
|
407,509,059 |
|
62,504,072 |
|
470,013,131 |
|
|
|
|
|
|
|
|
Issue of
shares |
|
53,010,450 |
|
- |
|
53,010,450 |
Share
issue costs |
|
(609,620) |
|
- |
|
(609,620) |
Dividend
paid |
|
- |
|
(28,917,363) |
|
(28,917,363) |
Income
equalisation on new issues |
5 |
(473,345) |
|
473,345 |
|
- |
Total
comprehensive gain for the year |
|
- |
|
6,968,851 |
|
6,968,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at 31 March 2019 |
|
459,436,544 |
|
41,028,905 |
|
500,465,449 |
The notes form an integral part of these Financial
Statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March
2020
|
Note |
01.04.19 to 31.03.20
£ |
|
from
01.04.18 to 31.03.19
£ |
|
|
|
|
|
Cash flows from
operating activities |
|
|
|
|
Total comprehensive
income for the year |
|
(64,860,249) |
|
6,968,851 |
|
|
|
|
|
Adjustments for: |
|
|
|
|
Net losses on
investments |
9 |
84,217,916 |
|
22,787,164 |
Amortisation
adjustment under effective interest rate method |
9 |
(4,951,929) |
|
(4,906,589) |
Unrealised
(gains)/losses on forward currency contracts |
8 |
(14,890,989) |
|
5,799,890 |
Exchange gains on cash
and cash equivalents |
|
(28,227) |
|
(6,700) |
Decrease in other
receivables |
|
(625,221) |
|
(267,894) |
Increase/(decrease)
other payables |
|
172,412 |
|
(662) |
Purchase of
investments |
|
(467,441,266) |
|
(303,568,916) |
Sale of
investments |
|
366,964,901 |
|
277,963,536 |
|
|
|
|
|
Net cash (used
in)/generated from operating activities |
|
(101,442,652) |
|
4,768,680 |
|
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from issue of
Ordinary Redeemable Shares |
|
96,579,725 |
|
49,553,850 |
Redemption of Ordinary
Redeemable Shares |
|
(20,050,326) |
|
- |
Share issue costs |
|
(1,565,478) |
|
(530,128) |
Dividend paid |
|
(31,822,157) |
|
(28,917,363) |
Increase in amounts
payable under repurchase agreements |
|
23,175,944 |
|
- |
|
|
|
|
|
Net cash inflow from
financing activities |
|
66,317,708 |
|
20,106,359 |
|
|
|
|
|
(Decrease)/Increase
in cash and cash equivalents |
|
(35,124,944) |
|
24,875,039 |
Cash and cash
equivalents at beginning of the year |
|
36,505,984 |
|
11,624,245 |
Exchange gains on cash
and cash equivalents |
|
28,227 |
|
6,700 |
|
|
|
|
|
Cash and cash
equivalents at end of the year |
|
1,409,267 |
|
36,505,984 |
The notes form an integral part of these Financial
Statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March
2020
1. General Information
TwentyFour Income Fund Limited (the “Company”) was incorporated
with limited liability in Guernsey, as a closed-ended investment company
on 11 January 2013. The Company’s
Shares were listed with a Premium Listing on the Official List of
the UK Listing Authority and admitted to trading on the Main Market
of the London Stock Exchange on 6 March
2013.
The Company’s investment objective and policy is set out in the
Summary Information.
The Portfolio Manager of the Company is TwentyFour Asset
Management LLP (the “Portfolio Manager”).
2. Principal Accounting
Policies
a)
Statement of Compliance
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”) and are in
compliance with The Companies (Guernsey) Law, 2008.
b) Presentation of Information
The Financial Statements have been prepared on a going concern
basis under the historical cost convention adjusted to take account
of the revaluation of the Company's financial assets and
liabilities at fair value through profit or loss.
c) Standards, Amendments and
Interpretations Effective during the Year
At the reporting date of these Financial Statements, the
following standards, interpretations and amendments, were adopted
for the year ended 31 March 2020:
- IFRS 16 Leases
The Company expects that the adoption of IFRS 16 in the future
period will not have an impact on the Company’s Financial
Statements, as it does not hold any leases.
d) Standards, Amendments and
Interpretations Issued but not yet Effective
At the reporting date of these Financial Statements, the
following standards, interpretations and amendments, which have not
been applied in these Financial Statements, were in issue but not
yet effective:
- IFRS 17 Insurance Contracts (Effective 1 January 2021)
The Company expects that the adoption of IFRS 17 in the future
period will not have an impact on the Company’s Financial
Statements, as it does not hold any insurance contracts.
e) Financial Assets at Fair Value
through Profit or Loss
Classification
The Company classifies its investments in debt securities and
derivatives as financial assets at fair value through profit or
loss.
Financial assets and financial liabilities designated at fair
value through profit or loss at inception are financial instruments
that are not classified as held for trading but are managed and
their performance is evaluated on a fair value basis in accordance
with the Company’s business model per IFRS 9.
The Company’s policy requires the Portfolio Manager and the
Board of Directors to evaluate the information about these
financial assets and liabilities on a fair value basis together
with other related financial information.
Recognition, Derecognition and
Measurement
Regular purchases and sales of investments are recognised on the
trade date – the date on which the Company commits to purchase or
sell the investment. Financial assets and financial liabilities at
fair value through profit or loss are initially recognised at fair
value. Transaction costs are expensed as incurred in the Statement
of Comprehensive Income. Financial assets are derecognised when the
rights to receive cash flows from the investments have expired or
the Company has transferred substantially all risks and rewards of
ownership.
Investments in Asset Backed Securities are the purchase of an
interest in pools of loans. The investment characteristics of Asset
Backed Securities are such that principal payments are made more
frequently than traditional debt securities. The principal may be
repaid at any time because the underlying debt or other assets
generally may be repaid at any time.
The Company records these principal repayments as they arise and
realises a gain or loss in the net gains on financial assets at
fair value through profit or loss in the Statement of Comprehensive
Income in the period in which they occur.
The interest income arising on these securities is recognised
within income in the Statement of Comprehensive Income.
Fair Value Estimation
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Investments in Asset
Backed Securities are fair valued in accordance with either i) or
ii) below and the change in fair value, if any, is recorded as net
gains/(losses) on financial assets/(liabilities) at fair value
through profit or loss in the Statement of Comprehensive
Income.
i) Asset Backed Securities Traded or Dealt on an Active Market
or Exchange
Asset Backed Securities that are traded or dealt on an active
market or exchange are valued by reference to their quoted
mid-market price as at the close of trading on the reporting date
as management deem the mid-market price to be a reasonable
approximation of an exit price.
ii) Asset Backed Securities not Traded or Dealt on an Active
Market or Exchange
Asset Backed Securities which are not traded or dealt on active
markets or exchanges are valued by reference to their price, as at
the close of business on the reporting date as determined by an
independent price vendor. If a price cannot be obtained from an
independent price vendor, or where the Portfolio Manager determines
that the provided price is not an accurate representation of the
fair value of the Asset Backed Security, the Portfolio Manager will
source prices at the close of business on the reporting date from
third party broker/dealer quotes for the relevant security.
Forward foreign currency
contracts
Forward foreign currency contracts are derivative contracts and
as such are recognised at fair value on the date on which they are
entered into and subsequently measured at their fair value. Fair
value is determined by rates in active currency markets. All
forward foreign currency contracts are carried as assets when fair
value is positive and as liabilities when fair value is negative.
Gains and losses on forward currency contracts are recognised as
part of net foreign currency gains in the Statement of
Comprehensive Income.
f) Offsetting Financial
Instruments
Financial assets and liabilities are offset and the net amount
reported in the Statement of Financial Position when there is a
legally enforceable right to offset the recognised amounts and
there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously.
g) Sale and Repurchase Agreements
Securities sold subject to repurchase agreements are
reclassified in the financial statements as pledged assets when the
transferee has the right by contract or custom to sell or re-pledge
the collateral. The counterparty liability is included under
‘Amounts payable under repurchase agreements’. Securities purchased
under agreements to resell are recorded separately under ‘due from
agreements to resell’. These securities are valued at amortised
cost on the Statement of Financial Position. The difference between
the sale and the repurchase price is treated as interest and
accrued over the life of the agreement using the effective interest
method.
h) Amounts Due from and Due to
Brokers
Amounts due from and to brokers represent receivables for
securities sold and payables for securities purchased that have
been contracted for but not yet settled or delivered on the
statement of financial position date respectively. These amounts
are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
i) Income
Interest income is recognised on a time-proportionate basis
using the effective interest method. Discounts received or premiums
paid in connection with the acquisition of Asset Backed Securities
are amortised into interest income using the effective interest
method over the estimated life of the related security.
The effective interest rate method is a method of calculating
the amortised cost of a financial asset or financial liability and
of allocating the interest income or interest expense over the
relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments or receipts
throughout the expected life of the financial instrument, or, when
appropriate (see note 3(ii)(b)), a shorter period, to the net
carrying amount of the financial asset or financial liability. When
calculating the effective interest rate, the Company estimates cash
flows considering the expected life of the financial instrument but
does not consider future credit losses. The calculation includes
all fees and points paid or received between parties to the
contract that are an integral part of the effective interest rate
and all other premiums or discounts.
j) Cash and Cash Equivalents
Cash and cash equivalents comprises cash in hand and deposits
held at call with banks and other short-term investments in an
active market with original maturities of three months or less and
bank overdrafts. Bank overdrafts are shown in current liabilities
in the Statement of Financial Position.
k) Share Capital
As there are only Ordinary Redeemable Shares in issue, which are
redeemable at the discretion of the Board, the shares are presented
as equity in accordance with IAS 32 – “Financial Instruments:
Disclosure and Presentation”. Incremental costs directly
attributable to the issue of ordinary redeemable shares are shown
in equity as a deduction, net of tax, from the proceeds and
disclosed in the Statement of Changes in Equity.
l) Foreign Currency Translation
Functional and Presentation
Currency
Items included in the financial statements are measured using
Sterling, the currency of the primary economic environment in which
the Company operates (the “functional currency”). The Financial
Statements are presented in Sterling, which is the Company’s
presentation currency.
Transactions and Balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign currency assets and liabilities are
translated into the functional currency using the exchange rate
prevailing at the statement of financial position date.
Foreign exchange gains and losses relating to the financial
assets and liabilities carried at fair value through profit or loss
are presented in the Statement of Comprehensive Income.
m) Transaction Costs
Transaction costs on financial assets at fair value through
profit or loss include fees and commissions paid to agents,
advisers, brokers and dealers. Transaction costs, when
incurred, are immediately recognised in the Statement of
Comprehensive Income.
n) Segment Reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board. The Directors are of
the opinion that the Company is engaged in a single segment of
business, being investments in Asset Backed Securities. The
Directors manage the business in this way. Additional information
can be found in note 19.
o) Expenses
All expenses are included in the Statement of Comprehensive
Income on an accruals basis. Expenses incurred on the acquisition
of investments at fair value through profit or loss are charged to
the Statement of Comprehensive Income. All other expenses are
recognised through profit or loss in the Statement of Comprehensive
Income.
p) Other Receivables
Other receivables are amounts due in the ordinary course of
business. If collection is expected in one year or less, they are
classified as current assets. If not, they are presented as
non-current assets. Other receivables are recognised initially at
fair value and subsequently measured at amortised cost using the
effective interest method, less any expected credit losses.
q) Other Payables
Other payables are obligations to pay for services that have
been acquired in the ordinary course of business. Other payables
are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current
liabilities. Other payables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest method.
r) Dividend
A dividend to the Company’s Shareholders is recognised as a
liability in the Company’s financial statements and disclosed in
the Statement of Changes in Equity in the period in which the
dividends are approved by the Board.
s) Income Equalisation on New
Issues
In order to ensure there are no dilutive effects on earnings per
share for current Shareholders when issuing new shares, a transfer
is made between share capital and income to reflect that amount of
income included in the purchase price of the new shares.
t) Treasury Shares
The Company has the right to issue and purchase up to 14.99% of
the total number of its own shares, as disclosed in note 13.
Shares held in Treasury are excluded from calculations when
determining (Loss)/Earnings per Ordinary Redeemable Share or NAV
per Ordinary Redeemable Share as detailed in notes 4 and 6.
3. Significant Accounting Judgements, Estimates
and Assumptions
The preparation of the Company’s Financial Statements requires
management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and
liabilities and the accompanying disclosures. Uncertainty about
these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or
liabilities affected in future periods.
(i) Judgements
In the process of applying the Company’s accounting policies,
management has made the following judgements, which have the most
significant effect on the amounts recognised in the Financial
Statements:
Functional Currency
As disclosed in note 2(l), the Company’s functional currency is
Sterling. Sterling is the currency in which the Company measures
its performance and reports its results, as well as the currency in
which it receives subscriptions from its investors. Dividends are
also paid to its investors in Sterling. The Directors believe that
Sterling best represents the functional currency.
(ii) Estimates and
Assumptions
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below. The Company based its assumptions and
estimates on parameters available when the Financial Statements
were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or
circumstances arising which are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.
(a) Fair value of Securities
not Quoted in an Active Market
The Company carries its investments in Asset Backed Securities
at fair value, with changes in value being recognised in the
Statement of Comprehensive Income. In cases where prices of Asset
Backed Securities are not quoted in an active market, the Portfolio
Manager will obtain prices determined at the close of business on
the reporting date from an independent price vendor. The Portfolio
Manager exercises its judgement on the quality of the independent
price vendor and information provided. If a price cannot be
obtained from an independent price vendor or where the Portfolio
Manager determines that the provided price is not an accurate
representation of the fair value of the Asset Backed Security, the
Portfolio Manager will source prices from third party broker or
dealer quotes for the relevant security. Where no third party price
is available, or where the Portfolio Manager determines that the
third-party quote is not an accurate representation of the fair
value, the Portfolio Manager will determine the valuation based on
the Portfolio Manager's valuation policy. This may include the use
of a comparable arm's length transaction, reference to other
securities that are substantially the same, discounted cash flow
analysis and other valuation techniques commonly used by market
participants making the maximum use of market inputs and relying as
little as possible on entity-specific inputs.
(b) Estimated Life of Asset
Backed Securities
In determining the estimated life of the Asset Backed Securities
held by the Company, the Portfolio Manager estimates the remaining
life of the security with respect to expected prepayment rates,
default rates and loss rates together with other information
available in the market underlying the security. The estimated life
of the Asset Backed Securities as determined by the Portfolio
Manager, impacts the effective interest rate of the Asset Backed
Securities which in turn impacts the calculation of income as
discussed in note 2(i).
(c) Determination of Observable
Inputs
In note 18, Fair Value Measurement, when determining the levels
of investments within the fair value hierarchy, the determination
of what constitutes ‘observable’ requires significant judgement by
the Company. The Company considers observable data to be market
data that is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
4. Earnings per Ordinary
Redeemable Share - Basic & Diluted
The earnings per Ordinary Redeemable Share - Basic and Diluted
has been calculated based on the weighted average number of
Ordinary Redeemable Shares of 503,905,681 (31 March 2019: 402,734,014) and a net loss of
£64,860,249 (31 March 2019: net gain
of £6,968,851).
5. Income Equalisation on
New Issues
In order to ensure there are no dilutive effects on earnings per
share for current Shareholders when issuing new shares, earnings
are calculated in respect of accrued income at the time of purchase
and a transfer is made from share capital to income to reflect
this. The transfer for the year is £531,442 (31 March 2019: £473,345).
6. Net Asset Value per
Ordinary Redeemable Share
The net asset value of each Share of £0.94 (31 March 2019: £1.13) is determined by dividing
the net assets of the Company attributed to the Shares of
£475,369,856 (31 March 2019:
£500,465,449) by the number of Shares in issue at 31 March 2020 of 504,714,809 (31 March 2019: 441,814,151).
7. Taxation
The Company has been granted Exempt Status under the terms of
The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income tax in
Guernsey. Its liability for
Guernsey taxation is limited to an
annual fee of £1,200 (2019: £1,200).
8. Net Foreign
Currency (Losses)/Gains
|
|
|
|
|
|
|
01.04.19 to 31.03.20 |
|
01.04.18 to
30.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Movement
on unrealised gain/(loss) on forward currency contracts |
14,890,990 |
|
(5,799,890) |
Realised
(gain)/loss on foreign currency contracts |
(22,881,290) |
|
13,239,682 |
Unrealised
foreign currency gain/(loss) on receivables/payables |
84,289 |
|
(123,865) |
Unrealised
foreign currency exchange gain on interest receivable |
86,804 |
|
5,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,819,207) |
|
7,321,109 |
9. Investments
|
|
|
|
|
|
|
As
at
31.03.20 |
|
As
at
31.03.19 |
Financial assets at fair value through profit or loss: |
£ |
|
£ |
Unlisted Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
book cost |
|
|
|
|
|
494,729,337 |
|
434,416,774 |
Purchases at cost |
|
|
|
|
|
|
432,039,494 |
|
331,409,934 |
Proceeds
on sale/principal repayment |
|
(363,056,372) |
|
(279,264,771) |
Amortisation adjustment under effective interest rate method |
4,951,929 |
|
4,906,587 |
Realised
gains on sale/principal repayment |
|
16,068,714 |
|
11,564,064 |
Realised
losses on sale/principal repayment |
|
(4,590,916) |
|
(8,303,251) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing
book cost |
|
|
|
|
|
580,142,186 |
|
494,729,337 |
|
|
|
|
|
|
|
|
|
|
Unrealised
gains on investments |
|
2,399,458 |
|
9,778,665 |
Unrealised
losses on investments |
|
(101,227,904) |
|
(12,911,397) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
481,313,740 |
|
491,596,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01.04.19 to
31.03.20 |
|
01.04.18 to
30.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Realised
gains on sale/principal repayment |
|
16,068,714 |
|
11,564,064 |
Realised
losses on sales/principal repayment |
(4,590,916) |
|
(8,303,251) |
Movement
in unrealised gains |
|
(7,379,207) |
|
(14,572,696) |
Movement
in unrealised losses |
|
(88,316,507) |
|
(11,475,279) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
losses on financial assets at fair value through profit or
loss |
(84,217,916) |
|
(22,787,162) |
10. Other Receivables
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Coupon
interest receivable |
|
|
3,667,455 |
|
3,100,037 |
Prepaid expenses |
|
|
|
|
|
|
70,343 |
|
12,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,737,798 |
|
3,112,577 |
11. Other Payables
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Portfolio
management fees payable |
|
699,688 |
|
560,933 |
Custody
fees payable |
|
|
|
|
5,628 |
|
3,806 |
Administration and secretarial fees payable |
|
66,848 |
|
58,542 |
Audit fees
payable |
|
|
|
|
|
66,000 |
|
57,000 |
AIFM
management fees payable |
|
43,524 |
|
41,194 |
Depositary
fees payable |
|
|
|
|
6,250 |
|
5,353 |
Share
issue costs payable |
|
|
|
- |
|
79,492 |
General
expenses payable |
|
|
|
51,229 |
|
39,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
939,167 |
|
846,247 |
12. Amounts payable under repurchase
agreements
Following the publication of the latest prospectus on
12 April 2019, the Company is now
authorised to enter into repurchase agreements. A repurchase
agreement (Repo) is a short-term loan where both parties agree to
the sale and future repurchase of assets within a specified
contract period. Repurchase agreements may be entered into in
respect of securities owned by the Company which are sold to and
repurchased from counterparties on contractually agreed dates and
the cash generated from this arrangement can be used to purchase
new securities, effectively creating leverage. The Company still
benefits from any income received, attributable to the
security.
13. Share Capital
Authorised Share Capital
Unlimited number of Ordinary Redeemable Shares at no par
value.
|
|
|
|
|
|
|
As
at |
|
As at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
Ordinary Redeemable Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
Capital at the beginning of the year |
|
|
459,436,544 |
|
407,509,059 |
Issued
Share Capital |
|
|
|
|
93,123,125 |
|
53,010,450 |
Redeemed
Share Capital |
|
|
|
|
(20,050,326) |
|
- |
Share issue costs |
|
|
|
|
|
|
(1,485,986) |
|
(609,620) |
Income
equalisation on new issues |
|
|
(531,442) |
|
(473,345) |
|
|
|
|
|
|
|
|
|
|
Total
Share Capital at the end of the year |
|
|
530,491,915 |
|
459,436,544 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued Share Capital
|
|
|
|
|
|
|
As at |
|
As
at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
Shares |
|
Shares |
Ordinary Redeemable
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares at
the beginning of the year |
|
|
441,814,151 |
|
395,814,151 |
Issue of Shares |
|
|
|
|
|
|
81,250,000 |
|
46,000,000 |
Redemption
of Shares |
|
|
|
|
(18,349,342) |
|
- |
|
|
|
|
|
|
|
|
|
|
Total
Shares in issue at the end of the year |
|
|
504,714,809 |
|
441,814,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
£ |
|
£ |
Treasury
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
Share capital at the beginning of the year |
43,083,300 |
|
43,083,300 |
|
|
|
|
|
|
|
|
|
|
Total
Treasury Share capital at the end of the year |
|
|
43,083,300 |
|
43,083,300 |
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
Shares |
|
Shares |
Treasury
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
Shares at the beginning of the year |
39,000,000 |
|
39,000,000 |
|
|
|
|
|
|
|
|
|
|
Total
Shares at the end of the year |
|
|
39,000,000 |
|
39,000,000 |
The Share Capital of the Company consists of an unlimited number
of Shares with or without par value which, upon issue, the
Directors may designate as: Ordinary Redeemable Shares; Realisation
Shares or such other class as the Board shall determine and
denominated in such currencies as shall be determined at the
discretion of the Board.
As at 31 March 2020, one share
class has been issued, being the Ordinary Redeemable Shares of the
Company.
The Ordinary Redeemable Shares carry the following rights:
a) the Ordinary Redeemable Shares carry the right to receive all
income of the Company attributable to the Ordinary Redeemable
Shares.
b) the Shareholders present in person or by proxy or present by
a duly authorised representative at a general meeting has, on a
show of hands, one vote and, on a poll, one vote for each Share
held.
c) 56 days before the annual general meeting date of the Company
in each third year (the “Reorganisation Date”), the Shareholders
are entitled to serve a written notice (a “Realisation Election”)
requesting that all or a part of the Ordinary Redeemable Shares
held by them be redesignated to Realisation Shares, subject to the
aggregate NAV of the continuing Ordinary Redeemable Shares on the
last business day before the Reorganisation Date being not less
than £100 million. A Realisation Notice, once given is irrevocable
unless the Board agrees otherwise. If one or more Realisation
Elections be duly made and the aggregate NAV of the continuing
Ordinary Redeemable Shares on the last business day before the
Reorganisation Date is less than £100 million, the Realisation will
not take place. Shareholders do not have a right to have their
shares redeemed and shares are redeemable at the discretion of the
Board. The next realisation opportunity is due to occur at the end
of the next three year term, at the date of the AGM in September 2022.
The Company has the right to issue and purchase up to 14.99% of
the total number of its own shares at £0.01 each, to be classed as
Treasury Shares and may cancel those Shares or hold any such Shares
as Treasury Shares, provided that the number of Shares held as
Treasury Shares shall not at any time exceed 10% of the total
number of Shares of that class in issue at that time or such amount
as provided in the Companies Law.
On 24 January 2017, the Company
issued and purchased 39,000,000 Ordinary Shares of £0.01 at a price
of 110.47p, to be held in treasury. The total amount paid to
purchase these shares was £43,083,300 and has been deducted from
the Shareholders’ equity. The Company has the right to re-issue
these shares at a later date. All shares issued were fully
paid.
On 12 September 2019, a
realisation opportunity took place where the Company purchased and
immediately cancelled 18,349,342 Ordinary Shares at a total cost of
£20,050,326.
Shares held in Treasury are excluded from calculations when
determining Earnings per Ordinary Redeemable Share or NAV per
Ordinary Redeemable Share, as detailed in notes 4 and
6.
14. Analysis of Financial Assets and
Liabilities by Measurement Basis
|
|
|
|
|
|
|
|
Assets at fair
value through |
|
Amortised |
|
|
|
|
|
|
|
|
|
|
profit and loss |
|
cost |
|
Total |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
31 March
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets as per Statement of Financial Position |
|
|
|
|
|
|
Financial
assets at fair value through profit or loss: |
|
|
|
|
|
|
-
Investments |
|
|
|
|
|
|
481,313,740 |
|
- |
|
481,313,740 |
-
Derivative assets: Forward currency contracts |
|
14,398,192 |
|
- |
|
14,398,192 |
Other receivables
(excluding prepayments) |
- |
|
3,667,455 |
|
3,667,455 |
Cash and
cash equivalents |
|
|
|
- |
|
1,409,267 |
|
1,409,267 |
|
|
|
|
|
|
|
|
495,711,932 |
|
5,076,722 |
|
500,788,654 |
|
|
|
|
|
|
|
|
Liabilities at fair value through |
|
Amortised |
|
|
|
|
|
|
|
|
|
|
profit and loss |
|
cost |
|
Total |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
Financial Liabilities as per Statement of Financial
Position |
|
|
|
|
|
|
Financial
liabilities at fair value through profit or loss: |
|
|
|
|
|
|
-
Derivative liabilities: Forward currency contracts |
|
1,374,030 |
|
- |
|
1,374,030 |
Amounts
payable under repurchase agreements |
|
- |
|
23,175,944 |
|
23,175,944 |
Other
payables |
|
|
|
|
|
|
- |
|
939,167 |
|
939,167 |
|
|
|
|
|
|
|
|
1,374,030 |
|
24,115,111 |
|
25,489,141 |
|
|
|
|
|
|
|
|
Assets at fair
value through |
|
Loans
and |
|
|
|
|
|
|
|
|
|
|
profit and loss |
|
receivables |
|
Total |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
31 March
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets as per Statement of Financial Position |
|
|
|
|
|
|
Financial
assets at fair value through profit or loss: |
|
|
|
|
|
|
-
Investments |
|
|
|
|
|
|
491,596,605 |
|
- |
|
491,596,605 |
-
Derivative assets: Forward currency contracts |
|
52,575 |
|
- |
|
52,575 |
Amounts
due from broker |
|
|
|
- |
|
3,908,529 |
|
3,908,529 |
Amounts
due from shares issued |
|
|
- |
|
3,456,600 |
|
3,456,600 |
Other
receivables (excluding prepayments) |
- |
|
3,100,037 |
|
3,100,037 |
Cash and
cash equivalents |
|
|
|
- |
|
36,505,984 |
|
36,505,984 |
|
|
|
|
|
|
|
|
491,649,180 |
|
46,971,150 |
|
538,620,330 |
|
|
|
|
|
|
|
|
Liabilities at fair value through |
|
Other
financial |
|
|
|
|
|
|
|
|
|
|
profit and loss |
|
liabilities |
|
Total |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
Financial Liabilities as per Statement of Financial
Position |
|
|
|
|
|
|
Financial
liabilities at fair value through profit or loss: |
|
|
|
|
|
|
-
Derivative liabilities: Forward currency contracts |
|
1,919,402 |
|
- |
|
1,919,402 |
Amounts
due to brokers |
|
|
|
- |
|
35,401,772 |
|
35,401,772 |
Other
payables |
|
|
|
|
|
|
- |
|
846,247 |
|
846,247 |
|
|
|
|
|
|
|
|
1,919,402 |
|
36,248,019 |
|
38,167,421 |
15. Related Parties
a) Directors’ Remuneration &
Expenses
The Directors of the Company are remunerated for their services
at such a rate as the Directors determine. The aggregate fees of
the Directors will not exceed £150,000 per annum. Due to the
additional work carried out in respect of the share issues
completed on 12 May 2019, this was
exceeded. Each Director received a further £5,000 each in relation
to additional, exceptional work carried out on the issue of new
shares.
Until 31 December 2018, the annual
fees were £35,000 payable to Mr Ash, the Chairman, £32,500 to Mr
Burns as Chairman of the Audit Committee and £30,000 for all other
Directors.
Effective from 1 January 2019, the
annual fees are £40,000 for the Chairman, £37,500 for Chairman of
the Audit Committee, and £35,000 for all other Directors.
During the year ended 31 March
2020, Directors fees of £167,500 (31
March 2019: £138,917) were charged to the Company, of which
£Nil (31 March 2019: £Nil) remained
payable at the end of the year.
b) Shares Held by Related Parties
As at 31 March 2020, Directors of
the Company held the following shares beneficially:
|
|
|
|
|
|
|
Number
of Shares |
|
Number
of Shares |
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
Trevor
Ash |
|
|
|
|
|
58,734 |
|
50,000 |
Ian Burns |
|
|
|
|
|
|
29,242 |
|
29,242 |
Richard Burwood |
|
|
|
|
|
|
22,476 |
|
5,000 |
Joanne Fintzen |
|
|
|
|
|
|
17,476 |
|
- |
As at 31 March 2020, the Portfolio
Manager held Nil Shares (31 March
2019: Nil Shares) and partners and employees of the
Portfolio Manager held 2,753,384 Shares (31
March 2019: 1,797,760 Shares), which is 0.55% (31 March 2019: 0.41%) of the Issued Share
Capital.”
c) Portfolio Manager
The portfolio management fee is payable to the Portfolio
Manager, TwentyFour Asset Management LLP, monthly in arrears at a
rate of 0.75% per annum of the lower of NAV, which is calculated
weekly on each valuation day, or market capitalisation of each
class of shares. Total portfolio management fees for the year
amounted to £4,228,263 (31 March
2019: £3,462,140) of which £699,688 (31 March 2019: £560,933) is due and payable at
the year end. The Portfolio Management Agreement dated 29 May
2014 remains in force until determined by the Company or the
Portfolio Manager giving the other party not less than twelve
months' notice in writing. Under certain circumstances, the Company
or the Portfolio Manager is entitled to immediately terminate the
agreement in writing.
The Portfolio Manager is also entitled to a commission of 0.15%
of the aggregate gross offering proceeds plus any applicable VAT in
relation to any issue of new Shares, following admission, in
consideration of marketing services that it provides to the
Company. During the year, the Portfolio Manager received £110,744
(31 March 2019: £79,516) in
commission.
16. Material Agreements
a) Alternative Investment Fund
Manager
The Company’s Alternative Investment Fund Manager (the “AIFM”)
is Maitland Institutional Services Limited. In consideration for
the services provided by the AIFM under the AIFM Agreement the AIFM
is entitled to receive from the Company a minimum fee of £20,000
per annum and fees payable quarterly in arrears at a rate of 0.07%
of the NAV of the Company below £50 million, 0.05% on Net Assets
between £50 million and £100 million and 0.03% on Net Assets in
excess of £100 million. During the year ended 31 March 2020, AIFM fees of £199,294
(31 March 2019: £174,555) were
charged to the Company, of which £43,524 (31 March 2019:
£41,194) remained payable at the end of the year.
b) Administrator and Secretary
Administration fees are payable to Northern Trust International
Fund Administration Services (Guernsey) Limited monthly in arrears at a rate
of 0.06% of the NAV of the Company below £100 million, 0.05% on Net
Assets between £100 million and £200 million and 0.04% on Net
Assets in excess of £200 million as at the last business day of the
month subject to a minimum £75,000 each year. In addition, an
annual fee of £25,000 is charged for corporate governance and
company secretarial services. Total administration and secretarial
fees for the year amounted to £280,875 (31
March 2019: £236,007) of which £66,848 (31 March 2019: £58,542) is due and payable at end
of the year.
c) Depositary
Depositary fees are payable to Northern Trust (Guernsey) Limited, monthly in arrears, at a
rate of 0.0175% of the Net Asset Value of the Company up to £100
million, 0.0150% on Net Assets between £100 million and £200
million and 0.0125% on Net Assets in excess of £200 million as at
the last business day of the month subject to a minimum £25,000
each year. Total depositary fees and charges for the year amounted
to £78,012, (31 March 2019: £65,143)
of which £6,250 (31 March 2019:
£5,353) is due and payable at the year end.
The Depositary is also entitled to a Global Custody fee of a
minimum of £8,500 per annum plus transaction fees. Total Global
Custody fees and charges for the year amounted to £56,377
(31 March 2019: £46,696) of which £5,628 (31 March 2029: £3,806) is due and payable at the
year end.
17. Financial Risk
Management
The Company’s objective in managing risk is the creation and
protection of Shareholder value. Risk is inherent in the Company’s
activities, but it is managed through an ongoing process of
identification, measurement and monitoring.
The Company’s financial instruments include investments
designated at fair value through profit or loss and cash and cash
equivalents. The main risks arising from the Company’s financial
instruments are market risk, credit risk and liquidity risk. The
techniques and instruments utilised for the purposes of efficient
portfolio management are those which are reasonably believed by the
Board to be economically appropriate to the efficient management of
the Company.
Market risk
Market risk embodies the potential for both losses and gains and
includes currency risk, interest rate risk, reinvestment risk and
price risk. The Company’s strategy on the management of market risk
is driven by the Company’s investment objective. The Company’s
investment objective is to generate attractive risk adjusted
returns principally through investment in Asset Backed
Securities.
(i) Price Risk
The underlying investments comprised in the portfolio are
subject to market risk. The Company is therefore at risk that
market events may affect performance and in particular may affect
the value of the Company’s investments which are valued on a mark
to market basis. Market risk is risk associated with changes in
market prices or rates, including interest rates, availability of
credit, inflation rates, economic uncertainty, changes in laws,
national and international political circumstances such as the
recent UK vote to leave the EU. The Company’s policy is to manage
price risk by holding a diversified portfolio of assets, through
its investments in Asset Backed Securities.
The Company’s policy also stipulates that no more than 5% of the
Portfolio value can be exposed to any single Asset Backed Security
or issuer of Asset Backed Securities.
The price of an Asset Backed Security can be affected by a
number of factors, including: (i) changes in the market’s
perception of the underlying assets backing the security; (ii)
economic and political factors such as interest rates and levels of
unemployment and taxation which can have an impact on the arrears,
foreclosures and losses incurred with respect to the pool of assets
backing the security; (iii) changes in the market’s perception of
the adequacy of credit support built into the security’s structure
to protect against losses caused by arrears and foreclosures; (iv)
changes in the perceived creditworthiness of the originator of the
security or any other third parties to the transaction; (v) the
speed at which mortgages or loans within the pool are repaid by the
underlying borrowers (whether voluntary or due to arrears or
foreclosures).
(ii) Interest Rate Risk
Interest rate risk arises from the possibility that changes in
interest rates will affect the fair value of financial assets at
fair value through profit or loss.
The tables below summarise the Company’s exposure to interest
rate risk:
|
|
|
|
|
Floating
rate |
|
Fixed
rate |
|
Non-interest bearing |
|
Total |
As at
31 March 2020 |
£ |
|
£ |
|
£ |
|
£ |
Financial
assets at fair value through profit or loss |
|
481,313,740 |
|
- |
|
- |
|
481,313,740 |
Derivative
assets |
|
|
|
- |
|
- |
|
14,398,192 |
|
14,398,192 |
Other
receivables |
|
|
|
- |
|
- |
|
3,667,455 |
|
3,667,455 |
Cash and
cash equivalents |
|
1,409,267 |
|
- |
|
- |
|
1,409,267 |
Repurchase
agreements |
|
- |
|
(23,175,944) |
|
- |
|
(23,175,944) |
Other
payables |
|
|
|
- |
|
- |
|
(939,167) |
|
(939,167) |
Derivative
liabilities |
|
|
- |
|
- |
|
(1,374,030) |
|
(1,374,030) |
|
|
|
|
|
|
|
|
|
|
|
|
Net
current assets |
|
|
|
482,723,007 |
|
(23,175,944) |
|
15,752,450 |
|
475,299,513 |
|
|
|
|
|
Floating
rate |
|
Fixed
rate |
|
Non-interest bearing |
|
Total |
As at
31 March 2019 |
|
£ |
|
£ |
|
£ |
|
£ |
Financial
assets at fair value through profit or loss |
|
491,596,605 |
|
- |
|
- |
|
491,596,605 |
Derivative
assets |
|
|
|
- |
|
- |
|
52,575 |
|
52,575 |
Amounts
due from broker |
|
- |
|
- |
|
3,908,529 |
|
3,908,529 |
Other
receivables |
|
|
|
- |
|
- |
|
3,112,577 |
|
3,112,577 |
Cash and
cash equivalents |
36,505,984 |
|
- |
|
- |
|
36,505,984 |
Capital
Shares sold receivable |
- |
|
- |
|
3,456,600 |
|
3,456,600 |
Amounts
due to broker |
- |
|
- |
|
(35,401,772) |
|
(35,401,772) |
Other
payables |
|
|
|
- |
|
- |
|
(846,247) |
|
(846,247) |
Derivative
liabilities |
|
- |
|
- |
|
(1,919,402) |
|
(1,919,402) |
Net
current assets |
|
|
|
528,102,589 |
|
- |
|
(27,637,140) |
|
500,465,449 |
The Company only holds floating rate financial instruments and
when short-term interest rates increase, the interest rate on a
floating rate will increase. The time to re-fix interest rates
ranges from 1 month to a maximum of 6 months and therefore the
Company has minimal interest rate risk. However the Company may
choose to utilise appropriate strategies to achieve the desired
level of interest rate exposure (the Company is permitted to use,
for example, interest rate swaps to accomplish this). The value of
asset backed securities may be affected by interest rate movements.
Interest receivable on bank deposits or payable on bank overdraft
positions will be affected by fluctuations in interest rates,
however the underlying cash positions will not be affected.
The Company’s continuing position in relation to interest rate
risk is monitored on a weekly basis by the Portfolio Manager as
part of its review of the weekly NAV calculations prepared by the
Company’s Administrator.
(iii) Foreign Currency Risk
Foreign currency risk is the risk that the value of a financial
instrument will fluctuate due to changes in foreign exchange rates.
The Company invests predominantly in non-Sterling assets while its
Shares are denominated in Sterling, its expenses are incurred in
Sterling. Therefore the Statement of Financial Position may be
significantly affected by movements in the exchange rate between
Euro and Sterling. The Company manages the exposure to currency
movements by using spot and forward foreign exchange contracts,
rolling forward on a periodic basis.
|
|
|
|
|
Contract values |
Outstanding contracts |
Mark to market equivalent |
Unrealised gains/(losses) |
|
|
|
|
|
31.03.2020 |
31.03.2020 |
31.03.2020 |
31.03.2020 |
Two
Sterling forward foreign currency |
|
|
|
|
contracts
totalling: |
|
|
|
|
|
|
|
|
Settlement
date
27 May 2020 |
€326,624,710 |
£303,716,264 |
£289,333,128 |
£14,383,136 |
|
|
|
|
|
|
|
|
|
|
|
- |
Five Euro
forward foreign currency |
|
|
|
|
|
contracts
totalling: |
|
|
|
|
|
|
|
|
Settlement
date
27 May 2020 |
(€37,688,881) |
(£34,743,774) |
(£33,385,845) |
(£1,357,929) |
|
|
|
|
|
|
|
|
|
|
|
|
One US
Dollar forward foreign currency |
|
|
|
|
contracts
totalling: |
|
|
|
|
|
|
|
|
Settlement
date
27 May 2020 |
($30,229) |
(£25,399) |
(£24,354) |
(£1,045) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£13,024,162 |
|
|
|
|
|
Contract values |
Outstanding contracts |
Mark to market equivalent |
Unrealised (losses)/gains |
|
|
|
|
|
31.03.2019 |
31.03.2019 |
31.03.2019 |
31.03.2019 |
Eight
Sterling forward foreign currency |
|
|
|
|
contracts
totalling: |
|
|
|
|
|
|
|
|
Settlement
date
18 April 2019 |
€323,454,001 |
£276,923,458 |
£278,836,592 |
(£1,913,134) |
|
|
|
|
|
|
|
|
|
|
|
|
Five Euro
forward foreign currency |
|
|
|
|
|
contracts
totalling: |
|
|
|
|
|
|
|
|
Settlement
date
2 April 2019 |
(€3,409,319) |
(£2,901,682) |
(£2,937,841) |
£36,159 |
|
Settlement
date |
|
|
|
|
|
18 April
2019 |
(€768,162) |
(£658,623) |
(£662,201) |
£3,578 |
|
|
|
|
|
|
|
|
Spot
contracts receivable |
|
|
|
£6,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(£1,866,827) |
As at 31 March 2020 and as at
31 March 2019, the Company held the
following assets and liabilities denominated in Euro:
|
|
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
|
|
31.03.2020 |
|
31.03.2019 |
Assets: |
|
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
252,846,022 |
|
291,455,842 |
Cash and
cash equivalents |
|
|
|
|
|
|
359,043 |
|
345,503 |
Other
receivables |
|
|
|
|
|
|
|
2,622,172 |
|
2,402,677 |
Amounts
due to broker |
|
|
|
|
|
|
|
- |
|
(22,186,772) |
Less: Open
forward currency contracts |
|
|
|
|
(255,947,284) |
|
(275,236,551) |
|
|
|
|
|
|
|
|
|
(120,047) |
|
(3,219,301) |
The tables below summarise the sensitivity of the Company’s
assets and liabilities to changes in foreign exchange movements
between Euro and Sterling at 31 March
2020 and 31 March 2019. The
analysis is based on the assumption that the relevant foreign
exchange rate increased/decreased by the percentage disclosed in
the table, with all other variables held constant. This represents
management’s best estimate of a reasonable possible shift in the
foreign exchange rates, having regard to historical volatility of
those rates.
|
|
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
|
|
31.03.2020 |
|
31.03.2019 |
|
|
|
|
|
|
|
|
|
£ |
|
£ |
Impact on Statement of
Comprehensive Income in response to a: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 10%
increase |
|
|
|
|
|
|
|
250,527 |
|
395,422 |
|
|
|
|
|
|
|
|
|
|
|
|
- 10%
decrease |
|
|
|
|
|
|
|
284,951 |
|
(232,137) |
|
|
|
|
|
|
|
|
|
|
|
|
Impact on
Statement of Changes in Equity in response to a: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 10%
increase |
|
|
|
|
|
|
|
250,527 |
|
395,422 |
|
|
|
|
|
|
|
|
|
|
|
|
- 10%
decrease |
|
|
|
|
|
|
|
284,951 |
|
(232,137) |
(iv) Reinvestment Risk
Reinvestment risk is the risk that future coupons from a bond
will not be reinvested at the prevailing interest rate when the
bond was initially purchased.
A key determinant of a bond’s yield is the price at which it is
purchased and, therefore, when the market price of bonds generally
increases, the yield of bonds purchased generally decreases. As
such, the overall yield of the portfolio, and therefore the level
of dividends payable to Shareholders, would fall to the extent that
the market prices of Asset Backed Securities generally rise and the
proceeds of Asset Backed Securities held by the Company that mature
or are sold are not able to be reinvested in Asset Backed
Securities with a yield comparable to that of the portfolio as a
whole.
Price Sensitivity Analysis
The following details the Company’s sensitivity to movement in
market prices. The analysis is based on a 5% increase or decrease
in market prices. This represents management’s best estimate of a
reasonable possible shift in market prices, having regard to
historical volatility.
At 31 March 2020, if the market
prices had been 5% higher with all other variables held constant,
the increase in the net assets attributable to equity Shareholders
would have been £24,119,725 (31 March
2019: £24,579,830). An equal change in the opposite
direction would have decreased the net assets attributable to
equity Shareholders by the same amount.
Actual trading results may differ from the above sensitivity
analysis and those differences may be material.
Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Company. The Company has a credit policy in place and the exposure
to credit risk is monitored on an on-going basis.
The main concentration of credit risk to which the Company is
exposed arises from the Company’s investments in Asset Backed
Securities. The Company is also exposed to counterparty credit risk
on forwards, cash and cash equivalents, amounts due from brokers
and other receivable balances. At the year end, one of the
Company’s investments in Asset Backed Securities was impaired
(31 March 2019: one).
The Company’s policy to manage this risk is by no more than 20%
of the portfolio value being backed by collateral in any single
country (save that this restriction will not apply to Northern
European countries). The Company also manages this credit risk by
no more than 5% of the portfolio being exposed to any single Asset
Backed Security or issuer of Asset Back Securities and no more than
10% of the portfolio value being exposed to instruments not deemed
securities for the purposes of the Financial Services and Market
Act 2000.
Portfolio of Asset Backed Securities by ratings category using
the highest rating assigned by
Standard and Poor’s (“S&P”), Moody’s Analytics (Moody’s”) or
Fitch Ratings (“Fitch”):
|
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
AAA |
|
|
|
|
|
|
|
3.28% |
|
2.03% |
AA+ |
|
|
|
|
|
|
|
0.39% |
|
- |
AA |
|
|
|
|
|
|
|
- |
|
0.29% |
AA- |
|
|
|
|
|
|
|
3.93% |
|
1.49% |
A+ |
|
|
|
|
|
|
|
0.99% |
|
1.59% |
A |
|
|
|
|
|
|
|
4.01% |
|
4.78% |
A- |
|
|
|
|
|
|
|
3.51% |
|
3.96% |
BBB+ |
|
|
|
|
|
|
|
4.22% |
|
6.18% |
BBB |
|
|
|
|
|
|
|
3.21% |
|
5.40% |
BBB- |
|
|
|
|
|
|
|
5.91% |
|
7.04% |
BB+ |
|
|
|
|
|
|
|
5.30% |
|
2.52% |
BB |
|
|
|
|
|
|
|
9.48% |
|
14.88% |
BB- |
|
|
|
|
|
|
|
5.60% |
|
1.62% |
B+ |
|
|
|
|
|
|
|
2.78% |
|
3.86% |
B |
|
|
|
|
|
|
|
16.07% |
|
21.73% |
B- |
|
|
|
|
|
|
|
2.34% |
|
1.73% |
CCC+ |
|
|
|
|
|
|
|
1.24% |
|
1.24% |
CCC |
|
|
|
|
|
|
|
0.35% |
|
0.38% |
NR* |
|
|
|
|
|
|
|
27.39% |
|
19.28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00% |
|
100.00% |
*The non-rated exposure within the Company is managed in exactly
the same way as the exposure to any other rated bond in the
portfolio. A bond not rated by any of Moody’s, S&P or Fitch
does not necessarily translate as poor credit quality. Often
smaller issues/tranches, or private deals which the Company holds,
won’t apply for a rating due to the cost of doing so from the
relevant credit agencies. The Portfolio Managers have no credit
concerns with the unrated, or rated, bonds currently held.
To further minimise credit risk, the Portfolio Manager
undertakes extensive due diligence procedures on investments in
Asset Backed Securities and monitors the on-going investment in
these securities. The Company may also use credit default swaps to
mitigate the effects of market volatility on credit risk.
The Company manages its counterparty exposure in respect of cash
and cash equivalents and forwards by investing with counterparties
with a “single A” or higher credit rating. All cash is currently
placed with The Northern Trust Company. The Company is subject to
credit risk to the extent that this institution may be unable to
return this cash. The Northern Trust Company is a wholly owned
subsidiary of The Northern Trust Corporation. The Northern Trust
Corporation is publicly traded and a constituent of the S&P
500. The Northern Trust Corporation has a credit rating of A+ from
Standard & Poor's and A2 from Moody's.
The Company’s maximum credit exposure is limited to the carrying
amount of financial assets recognised as at the statement of
financial position date, as summarised below:
|
|
|
|
|
|
|
|
|
As
at |
|
As
at |
|
|
|
|
|
|
|
|
|
31.03.20 |
|
31.03.19 |
|
|
|
|
|
|
|
|
|
£ |
|
£ |
Investments |
|
|
|
|
|
|
|
481,313,740 |
|
491,596,605 |
Cash and
cash equivalents |
|
|
|
|
|
|
1,409,267 |
|
36,505,984 |
Unrealised
gains on derivative assets |
|
|
|
|
14,398,192 |
|
52,575 |
Capital
Shares sold receivable |
|
|
|
|
|
- |
|
3,456,600 |
Amounts
due from broker |
|
|
|
|
|
|
- |
|
3,908,529 |
Other
receivables |
|
|
|
|
|
|
|
3,667,455 |
|
3,112,577 |
|
|
|
|
|
|
|
|
|
500,788,654 |
|
538,632,870 |
Investments in Asset Backed Securities that are not backed by
mortgages present certain risks that are not presented by
Mortgage-Backed Securities (“MBS”). Primarily, these securities may
not have the benefit of the same security interest in the related
collateral. Therefore, there is a possibility that recoveries on
defaulted collateral may not, in some cases, be available to
support payments on these securities. The risk of investing in
these types of Asset Backed Securities is ultimately dependent upon
payment of the underlying debt by the debtor.
Liquidity Risk
Liquidity risk is the risk that the Company may not be able to
generate sufficient cash resources to settle its obligations in
full as they fall due or can only do so on terms that are
materially disadvantageous.
Investments made by the Company in Asset Backed Securities may
be relatively illiquid and this may limit the ability of the
Company to realise its investments. Investments in Asset Backed
Securities may also have no active market and the Company also has
no redemption rights in respect of these investments. The Company
has the ability to borrow to ensure sufficient cash flows.
The Portfolio Manager considers expected cash flows from
financial assets in assessing and managing liquidity risk, in
particular its cash resources and trade receivables. Cash flows
from trade and other receivables are all contractually due within
twelve months.
The Portfolio Manager maintains a liquidity management policy to
monitor the liquidity risk of the Company.
Shareholders have no right to have their shares redeemed or
repurchased by the Company, however Shareholders may elect to
realise their holdings as detailed under note 12 and the Capital
Risk Management section of this note.
Shareholders wishing to release their investment in the Company
are therefore required to dispose of their shares on the market.
Therefore there is no risk that the Company will not be able to
fund redemption requests.
|
|
|
|
|
Up to
1 month |
|
1-6
months |
|
6-12
months |
|
Total |
As at 31
March 2020 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
Repurchase
agreements |
|
- |
|
(23,175,944) |
|
- |
|
(23,175,944) |
Unrealised
loss on derivative liabilities |
- |
|
(1,374,030) |
|
- |
|
(1,374,030) |
Other
payables |
|
|
|
(873,167) |
|
(66,000) |
|
- |
|
(939,167) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
(873,167) |
|
(24,615,974) |
|
- |
|
(25,489,141) |
|
|
|
Up to
1 month |
|
1-6
months |
|
6-12
months |
|
Total |
As at 31
March 2019 |
£ |
|
£ |
|
£ |
|
£ |
Financial liabilities |
|
|
|
|
|
|
|
Amounts
due to brokers |
|
- |
|
(35,401,772) |
|
- |
|
(35,401,772) |
Unrealised
loss on derivative liabilities |
(1,919,402) |
|
- |
|
- |
|
(1,919,402) |
Share
issue costs payable |
(79,492) |
|
- |
|
- |
|
(79,492) |
Other
payables |
|
|
(709,755) |
|
(57,000) |
|
- |
|
(766,755) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
(2,708,649) |
|
(35,458,772) |
|
- |
|
(38,167,421) |
Capital Risk Management
The Company manages its capital to ensure that it is able to
continue as a going concern while following the Company’s stated
investment policy and when considering and approving dividend
payments. The capital structure of the Company consists of
Shareholders’ equity, which comprises share capital and other
reserves. To maintain or adjust the capital structure, the Company
may return capital to Shareholders or issue new Shares. There are
no regulatory requirements to return capital to Shareholders.
(i) Share Buybacks
The Company has been granted the authority to make market
purchases of up to a maximum of 14.99% of the aggregate number of
Ordinary Redeemable Shares in issue immediately following Admission
at a price not exceeding the higher of (i) 5% above the average of
the mid-market values of the Ordinary Redeemable Shares for the 5
business days before the purchase is made or, (ii) the higher of
the price of the last independent trade and the highest current
investment bid for the Ordinary Redeemable Shares.
In deciding whether to make any such purchases the Directors
will have regard to what they believe to be in the best interests
of Shareholders as a whole, to the applicable legal requirements
and any other requirements in its Articles. The making and timing
of any buybacks will be at the absolute discretion of the Board and
not at the option of the Shareholders, and is expressly subject to
the Company having sufficient surplus cash resources available
(excluding borrowed moneys). The Listing Rules prohibit the Company
from conducting any share buybacks during close periods immediately
preceding the publication of annual and interim results.
(ii)Realisation Opportunity
The realisation opportunity shall be at the annual general
meeting of the Company in each third year, with the next
realisation opportunity being in 2022, subject to the aggregate NAV
of the continuing Ordinary Redeemable Shares on the last Business
Day before Reorganisation being not less than £100 million.
It is anticipated that realisations will be satisfied by the
assets underlying the relevant shares being managed on a
realisation basis, which is intended to generate cash for
distribution as soon as practicable and may ultimately generate
cash which is less than the published NAV per Realisation
Share.
In the event that the Realisation takes place, it is anticipated
that the ability of the Company to make returns of cash to the
holders of Realisation Shares will depend in part on the ability of
the Portfolio Manager to realise the portfolio.
(iii) Continuation Votes
In the event that the Company does not meet the dividend target
in any financial reporting period as disclosed in note 19, the
Directors may convene a general meeting of the Company where the
Directors will propose a resolution that the Company should
continue as an Investment Company.
18. Fair Value Measurement
All assets and liabilities are carried at fair value or at
carrying value which equates to fair value.
IFRS 13 requires the Company to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy
has the following levels:
(i) Quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1).
(ii) Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices
including interest rates, yield curves, volatilities, prepayment
speeds, credit risks and default rates) or other market
corroborated inputs (Level 2).
(iii) Inputs for the asset or
liability that are not based on observable market data (that is,
unobservable inputs) (Level 3).
The following tables analyse
within the fair value hierarchy the Company’s financial assets and
liabilities (by class) measured at fair value for the years ended
31 March 2020 and 31 March 2019.
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
£ |
Assets |
|
|
|
|
|
|
|
|
Financial assets at
fair value through profit or loss: |
|
|
|
|
|
|
|
|
Asset Backed
Securities: |
|
|
|
|
|
|
|
|
Auto Loans |
|
- |
|
32,285,510 |
|
- |
|
32,285,510 |
Buy-to-Let
RMBS |
|
- |
|
40,427,053 |
|
13,230,000 |
|
53,657,053 |
CLO |
|
- |
|
120,859,988 |
|
- |
|
120,859,988 |
CMBS |
|
- |
|
26,893,521 |
|
- |
|
26,893,521 |
Consumer
ABS |
|
- |
|
22,929,793 |
|
- |
|
22,929,793 |
Non-Conforming
RMBS |
|
- |
|
75,825,971 |
|
32,636,250 |
|
108,462,221 |
Prime RMBS |
|
- |
|
58,006,237 |
|
53,821,054 |
|
111,827,291 |
Student
Loans |
|
- |
|
4,398,363 |
|
- |
|
4,398,363 |
Forward currency
contracts |
|
- |
|
14,398,192 |
|
- |
|
14,398,192 |
|
|
|
|
|
|
|
|
|
Total assets as at 31 March 2020 |
|
|
|
|
|
|
|
- |
|
396,024,628 |
|
99,687,304 |
|
495,711,932 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Financial liabilities
at fair value through profit or loss: |
|
|
|
|
|
|
|
|
Forward
currency contracts |
- |
|
1,374,030 |
|
- |
|
1,374,030 |
Total liabilities as at 31 March 2020 |
|
|
|
|
|
|
|
- |
|
1,374,030 |
|
- |
|
1,374,030 |
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
£ |
Assets |
|
|
|
|
|
|
|
|
Financial assets at
fair value through profit or loss: |
|
|
|
|
|
|
|
|
Asset Backed
Securities: |
|
|
|
|
|
|
|
|
Auto Loans |
|
- |
|
7,497,786 |
|
- |
|
7,497,786 |
Buy-to-Let
RMBS |
|
- |
|
33,617,638 |
|
4,274,394 |
|
37,892,032 |
CLO |
|
- |
|
146,496,116 |
|
22,634,620 |
|
169,130,736 |
CMBS |
|
- |
|
19,075,885 |
|
- |
|
19,075,885 |
Consumer
ABS |
|
- |
|
23,338,586 |
|
23,069,273 |
|
46,407,859 |
Non-Conforming
RMBS |
|
- |
|
140,656,997 |
|
5,738,296 |
|
146,395,293 |
Prime RMBS |
|
- |
|
58,566,061 |
|
4,964,961 |
|
63,531,022 |
Student
Loans |
|
- |
|
1,665,992 |
|
- |
|
1,665,992 |
Forward currency
contracts |
|
- |
|
52,575 |
|
- |
|
52,575 |
|
|
|
|
|
|
|
|
|
Total assets as at 31 March 2019 |
|
|
|
|
|
|
|
- |
|
430,967,636 |
|
60,681,544 |
|
491,649,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Financial liabilities
at fair value through profit or loss: |
|
|
|
|
|
|
|
|
Forward
currency contracts |
- |
|
1,919,402 |
|
- |
|
1,919,402 |
|
|
|
|
|
|
|
|
|
Total
liabilities as at 31 March 2019 |
- |
|
1,919,402 |
|
- |
|
1,919,402 |
Asset Backed Securities which have a value based on quoted
market prices in active markets are classified in Level 1. At the
end of the period, no Asset Backed Securities held by the Company
are classified as Level 1.
Asset Backed Securities which are not traded or dealt on
organised markets or exchanges are classified in Level 2 or Level
3. Asset Backed securities priced at cost are classified as Level
3. Asset Backed securities with prices obtained from independent
price vendors, where the Portfolio Manager is able to assess
whether the observable inputs used for their modelling of prices
are accurate and the Portfolio Manager has the ability to challenge
these vendors with further observable inputs, are classified as
Level 2. Prices obtained from vendors who are not easily
challengeable or transparent in showing their assumptions for the
method of pricing these assets, are classified as Level 3. Asset
Backed Securities priced at an average of two vendors’ prices are
classified as Level 3.
Where the Portfolio Manager determines that the price obtained
from an independent price vendor is not an accurate representation
of the fair value of the Asset Backed Security, the Portfolio
Manager may source prices from third party broker or dealer quotes
and if the price represents a reliable and an observable price, the
Asset Backed Security is classified in Level 2. Any broker quote
that is over 20 days old is considered stale and is classified as
Level 3.
There were no transfers between Level 1 and 2 during the period,
however transfers between Level 2 and Level 3 occur based on the
Portfolio Manager’s ability to obtain a reliable and observable
price as detailed above.
Due to the inputs into the valuation of Asset Backed Securities
classified as Level 3 not being available or visible to the
Company, no meaningful sensitivity on inputs can be performed.
The following tables present the movement in Level 3 instruments
for the years ended
31 March 2020 and 31 March 2019 by class of financial
instrument.
|
Opening
balance |
|
Net
(sales)/ purchases |
|
Net realised (loss)/gain for the year included in the
Statement of Comprehensive Income for Level 3 Investments held at
31 March 2020 |
|
Net unrealised (loss)/gain for the year included in the
Statement of Comprehensive Income for Level 3 Investments held at
31 March 2020 |
|
Transfer
into Level 3 |
|
Transfer
out Level 3 |
|
Closing
balance |
|
£ |
|
£ |
|
|
|
|
|
£ |
|
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
Buy-to-Let RMBS |
4,274,394 |
|
- |
|
|
(174,921) |
|
|
(665,079) |
|
14,070,000 |
|
(4,274,394) |
|
13,230,000 |
CLO |
22,634,620 |
|
(5,449,568) |
|
|
370,380 |
|
|
(75,297) |
|
- |
|
(17,480,135) |
|
- |
Consumer ABS |
23,069,273 |
|
(16,895,241) |
|
2,111,559 |
|
(1,418,094) |
|
- |
|
(6,867,497) |
|
- |
Non-Conforming RMBS |
5,738,296 |
|
26,232,265 |
|
|
30,555 |
|
|
81,957 |
|
5,000,000 |
|
(4,446,823) |
|
32,636,250 |
Prime
RMBS |
4,964,961 |
|
35,943,410 |
|
(12,178,465) |
|
|
9,066,264 |
|
20,989,827 |
|
(4,964,943) |
|
53,821,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
at 31 March 2020 |
60,681,544 |
|
39,830,866 |
|
(9,840,892) |
|
|
6,989,751 |
|
40,059,827 |
|
(38,033,792) |
|
99,687,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
balance |
|
Net
sales |
|
Net realised gain/(loss) for the year included in the
Statement of Comprehensive Income for Level 3 Investments held at
31 March 2019 |
|
Net unrealised loss for the year included in the Statement
of Comprehensive Income for Level 3 Investments held at 31 March
2019 |
|
Transfer
into Level 3 |
|
Transfer
out Level 3 |
|
Closing
balance |
|
£ |
|
£ |
|
|
|
|
|
£ |
|
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
Buy-to-Let RMBS |
11,415,545 |
|
(8,065,099) |
|
|
|
28,579 |
|
|
(35,795) |
|
2,532,194 |
|
(1,601,030) |
|
4,274,394 |
CLO |
26,925,077 |
|
(9,451,515) |
|
|
686,952 |
|
(2,306,438) |
|
12,393,095 |
|
(5,612,551) |
|
22,634,620 |
Consumer ABS |
4,624,151 |
|
(4,623,230) |
|
|
(38,963) |
|
(1,498,289) |
|
24,605,604 |
|
- |
|
23,069,273 |
Non-Conforming RMBS |
56,869,802 |
|
(17,570,445) |
|
|
195,998 |
|
(220,758) |
|
5,785,031 |
|
(39,321,332) |
|
5,738,296 |
Prime
RMBS |
27,739,640 |
|
(3,856,534) |
|
1,847,870 |
|
(1,615,836) |
|
2,685,927 |
|
(21,836,106) |
|
4,964,961 |
Student Loans |
1,605,746 |
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
- |
|
(1,605,746) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
at 31 March 2019 |
129,179,961 |
|
(43,566,823) |
|
|
2,720,436 |
|
(5,677,116) |
|
48,001,851 |
|
(69,976,765) |
|
60,681,544 |
The tables below analyse within the fair value hierarchy the
Company’s assets and liabilities not measured at fair value at
31 March 2020 and 31 March 2019 but for which fair value is
disclosed.
The assets and liabilities included in the below table are
carried at amortised cost; their carrying values are a reasonable
approximation of fair value.
Cash and cash equivalents include cash in hand and deposits held
with banks.
Amounts due to brokers and other payables represent the
contractual amounts and obligations due by the Company for
settlement of trades and expenses. Amounts due from brokers and
other receivables represent the contractual amounts and rights due
to the Company for settlement of trades and income.
|
|
|
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
|
1,409,267 |
|
- |
|
- |
|
1,409,267 |
Other receivables |
|
|
|
|
- |
|
3,667,455 |
|
- |
|
3,667,455 |
Total
assets as at 31 March 2020 |
1,409,267 |
|
3,667,455 |
|
- |
|
5,076,722 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Other payables |
|
|
|
|
- |
|
939,167 |
|
- |
|
939,167 |
Total
liabilities as at 31 March 2020 |
- |
|
939,167 |
|
- |
|
939,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
|
36,505,984 |
|
- |
|
- |
|
36,505,984 |
Amounts
due from brokers |
|
|
|
- |
|
3,908,529 |
|
- |
|
3,908,529 |
Amounts
due from shares issued |
- |
|
3,456,600 |
|
- |
|
3,456,600 |
Other receivables |
|
|
|
|
- |
|
3,112,577 |
|
- |
|
3,112,577 |
Total
assets as at 31 March 2019 |
36,505,984 |
|
10,477,706 |
|
- |
|
46,983,690 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Amounts
due to brokers |
|
|
|
- |
|
35,401,772 |
|
- |
|
35,401,772 |
Other payables |
|
|
|
|
- |
|
846,247 |
|
- |
|
846,247 |
Total
liabilities as at 31 March 2019 |
- |
|
36,248,019 |
|
- |
|
36,248,019 |
19. Segmental Reporting
The Board is responsible for reviewing the Company’s entire
portfolio and considers the business to have a single operating
segment. The Board’s asset allocation decisions are based on a
single, integrated investment strategy, and the Company’s
performance is evaluated on an overall basis.
The Company invests in a diversified portfolio of Asset Backed
Securities. The fair value of the major financial instruments held
by the Company and the equivalent percentages of the total value of
the Company are reported in the Top Twenty Holdings.
Revenue earned is reported separately on the face of the
Statement of Comprehensive Income as investment income being
interest income received from Asset Backed Securities.
20. Dividend Policy
The Board intends to distribute an amount at least equal to the
value of the Company’s income available for distribution arising
each quarter to the holders of Ordinary Redeemable Shares. For
these purposes, the Company’s income will include the interest
payable by the Asset Backed Securities in the Portfolio and the
amortisation of any discount or premium to par at which an Asset
Backed Security is purchased over its remaining expected life,
prior to its maturity. However there is no guarantee that the
dividend target for future financial years will be met or that the
Company will pay any dividends at all.
Dividends paid with respect to any quarter comprise (a) the
accrued income of the portfolio for the period, and (b) an
additional amount to reflect any income purchased in the course of
any share subscriptions that took place during the period.
Including purchased income in this way ensures that the
income yield of the shares is not diluted as a consequence of the
issue of new shares during an income period and (c) any income on
the foreign exchange contracts created by the LIBOR differentials
between each foreign currency pair, less (d) total expenditure for
the period.
The Company, being a Guernsey
regulated entity, is able to pay dividends out of capital.
Nonetheless, the Board carefully considers any dividend payments
made to ensure the Company's capital is maintained in the longer
term. Careful consideration is also given to ensuring sufficient
cash is available to meet the Company's liabilities as they fall
due.
The Board expects that dividends will constitute the principal
element of the return to the holders of Ordinary Redeemable
Shares.
Under The Companies (Guernsey)
Law, 2008, the Company can distribute dividends from capital and
revenue reserves, subject to the net asset and solvency test. The
net asset and solvency test considers whether a company is able to
pay its debts when they fall due, and whether the value of a
company’s assets is greater than its liabilities. The Board
confirms that the Company passed the net asset and solvency test
for each dividend paid.
The Company declared the following dividends in respect of
distributable profit for the year ended 31
March 2020:
Period to |
Dividend rate per Share
(£) |
Net
dividend payable (£) |
Record date |
Ex-dividend date |
Pay
date |
28 June 2019 |
0.0150 |
7,845,962 |
19 July
2019 |
18 July
2019 |
31 July
2019 |
30 September 2019 |
0.0150 |
7,570,722 |
18
October 2019 |
17
October 2019 |
31
October 2019 |
31 December 2019 |
0.0150 |
7,570,722 |
16
January 2020 |
17
January 2020 |
31
January 2020 |
29 March 2020 |
0.0190 |
9,589,581 |
16 April
2020 |
17 April
2020 |
30 April
2020 |
21. Ultimate Controlling Party
In the opinion of the
Directors on the basis of shareholdings advised to them, the
Company has no ultimate controlling party.
22. Subsequent Events
These Financial Statements were approved for issuance by the
Board on 21 July 2020. Subsequent
events have been evaluated until this date.
On 20 April 2020, 2,500,000 new
Ordinary Redeemable Shares were issued for a total of
£2,297,000.
On 29 April 2020, 1,300,000 new
Ordinary Redeemable Shares were issued for a total of
£1,209,390.
On 30 April 2020, the Company paid
a dividend as detailed in note 20.
On 9 July 2020, the Company
announced a dividend of 1.50p per share. This will be paid on
31 July 2020.
As at 21 July 2020, the published
NAV per Ordinary Share for the Company was 103.44p. This represents
a rise of 9.94% (NAV as at 31 March
2020: 94.09p).
In the early months of 2020, the COVID-19 outbreak adversely
impacted global commercial activities. The fluidity of the
situation precludes any prediction, however it is foreseen that the
pandemic will continue to have an adverse impact on the global
economic and market conditions. The Directors continue to monitor
the situation and its impact on the Company.
GLOSSARY OF TERMS AND ALTERNATIVE
PERFORMANCE MEASURES
Alternative Performance Measures
(“APMS”)
In accordance with ESMA Guidelines on Alternative Performance
Measures ("APMs") the Board has considered what APMs are included
in the Annual Report and Audited Financial Statements which require
further clarification. APMs are defined as a financial measure of
historical or future financial performance, financial position or
cash flows, other than a financial measure defined or specified in
the applicable financial reporting framework. The APMs included in
the annual report and accounts, is unaudited and outside the scope
of IFRS.
Discount/Premium
If the share price of an investment company is lower than the
NAV per share, the shares are 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, the shares are said to be trading at a premium.
Dividends Declared
Dividends declared are the dividends that are announced in
respect of the current accounting period. They usually consist of 4
dividends: three interim dividends in respect of the periods to
June, September and December, in which the Company aims to declare
a fixed dividend of 1.5 pence per
share; and a final dividend declared in respect of March where the
residual income for the year is distributed.
Dividend Yield
Dividend yield is the percentage of dividends declared in
respect of the period, divided by the initial share issue price of
100.00 pence. The Company maintains
an annual dividend yield target of 6% or higher and if it does not
meet this target at the end of an accounting year, a Continuation
Vote is held for all Shareholders.
Net Asset Value (“NAV”)
NAV is the assets attributable to Shareholders expressed as an
amount per individual share. NAV is calculated using the accounting
standards speci?ed by International Financial Reporting Standards
(“IFRS”) and consists of total assets, less total liabilities.
NAV per Share
NAV per share is calculated by dividing the total net asset
value of £461,913,505 (2019: £500,465,449) by the number of shares
at the end of the year of 504,714,809 units (2019: 441,814,151).
This produces a NAV per share of 91.52p (2019: 113.28p), which was
a decrease of 19.21%.
Ongoing Charges
The ongoing charges represent the Company’s management fee and
all other operating expenses, excluding finance costs, expressed as
a percentage of the average of the daily net assets during the year
(see Strategic Report). The Board continues to be conscious of
expenses and works hard to maintain a sensible balance between good
quality service and cost.
Total Return per Share
Total return per share represents is calculated by adding the
increase or decrease in NAV per share with the dividend per share
and dividing it by the dividend per share at the start of the
period.
CORPORATE INFORMATION
Directors
Trevor Ash (Chairman)
Ian Burns (Senior Independent Director)
Richard Burwood
Joanne Fintzen |
Custodian, Principal Banker and Depositary
Northern Trust (Guernsey) Limited
PO Box 71
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3DA |
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3QL |
Administrator and Company Secretary
Northern Trust International Fund Administration
Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3QL |
Alternative Investment Fund Manager (“AIFM”)
Maitland Institutional Services Limited
Hamilton Centre
Rodney Way
Chelmsford, CM1 3BY |
Broker and
Financial Adviser
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London, EC4M 7LT |
Portfolio Manager
TwentyFour Asset Management LLP
8th Floor, The Monument Building
11 Monument Street
London, EC3R 8AF |
Independent Auditor
PricewaterhouseCoopers CI LLP
PO Box 321
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND |
UK Legal Advisers
to the Company
Eversheds Sutherland (International) LLP
1 Wood Street
London, EC2V 7WS |
Receiving Agent
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS13 8AE |
|
|
Guernsey Legal Advisers to the Company
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey, GY1 4BZ |
Registrars
Computershare Investor Services (Guernsey) Limited
1st Floor
Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 1DB |
|
|
|
|