MWY Mid-wynd International Investment Trust Plc

 

Mid Wynd International Investment Trust plc ('the Company')

Legal Entity Identifier: 549300D32517C2M3A561

 

Annual Financial Results for the year ended 30 June 2024

Financial Highlights

 

Returns for the year ended 30 June 2024

 

	Year ended 30 June 2024	Year ended 30 June 2023	Nine months ended 30 June 20242
Total returns
Net asset value per ordinary share1	13.9%	5.6%	13.8%
Share price1	17.1%	1.0%	13.8%
MSCI All Country World Index (GBP)	20.1%	11.3%	19.3%
Revenue and dividends
Revenue earnings per share	8.00p	10.01p
Dividends per share3	8.00p	7.80p
Special dividend per share	-	1.70p
Ongoing charges1	0.60%	0.62%
Capital
Net asset value per share	810.22p	719.84p
Share price	797.00p	689.00p
Net cash1	1.4%	2.7%
Discount1	1.6%	4.3%

 

Source: Juniper, LSEG Datastream.

1. Alternative Performance Measure.

2. Performance under Lazard who were appointed as Investment Manager with effect from 1 October 2023.

3. A final dividend, if approved by shareholders, for the year to 30 June 2024 of 4.15 pence will be paid on 8 November 2024 to shareholders on the register at the close of business on 11 October 2024 (2023: final dividend of 3.95 pence). Together with the interim dividend paid of 3.85 pence, this will result in a total dividend paid of 8.00 pence for the year ended 30 June 2024 (2023: total ordinary dividend of 7.80 pence being an interim dividend of 3.85 pence together with the final dividend of 3.95 pence; a special dividend of 1.70 pence was also paid).

 

Total returns to 30 June 2024	Since 1 October 20232	1 year	3 years3	5 years3	10 years3
Net asset value per ordinary share1	13.8%	13.9%	11.3%	55.2%	226.5%
Share price1	13.8%	17.1%	7.1%	48.8%	226.7%
MSCI All Country World Index (GBP)	19.3%	20.1%	28.1%	67.8%	204.0%

 

Source: LSEG Datastream, total returns with dividends reinvested.

1. Alternative Performance Measure.

2. Performance under Lazard who were appointed as Investment Manager with effect from 1 October 2023.

3. Total returns over 3, 5 and 10 years covers the period over which Artemis Fund Managers Limited (`Artemis') was the Company's Investment Manager, from 1 May 2014 to 30 September 2023.

 

Strategic Report

 

Chairman's Statement

The last twelve months have seen good returns for global equity investors, and this is reflected in the returns for Mid Wynd's shareholders, as detailed under the Performance section of this statement. The rise in global equity markets over the past twelve months has been dominated by the rise in the price of US equities. In particular, there have been a handful of large companies, sometimes referred to as `the Magnificent Seven', that have seen particularly strong share price rises. The consequence being that most active fund managers have struggled to outperform their comparator indices in such market conditions, even those with a focus on technology investing. As I will discuss in the Outlook section of this statement, and as our Fund Managers explain in their Investment Manager's Review, such a concentration of returns in a handful of stocks is unlikely to be sustained. Our Global Quality Growth stocks have continued to deliver their high returns on invested capital over the period and their more muted share price rises have resulted in a decline in their valuations relative to the comparator index. As at the end of the first quarter the valuations of our portfolio relative to the S&P 500, as measured by the price earnings ratio, had reached a seven-year low. Our portfolio has thus produced good total returns over the period while also witnessing an improvement in valuations relative to the S&P 500. The Company seeks to invest its capital with companies that generate sustainably high returns at valuations that do not reflect the sustainability of those returns. Current valuations for such companies are particularly attractive relative to the S&P 500.

 

Performance

 

For the year ended 30 June 2024 the Company's share price rose 17.1% on a total return basis (with dividends assumed to be re-invested). This compares to a total return from the comparator index, the MSCI All Country World Index (GBP), of 20.1%. The Company's net asset value (`NAV') per share rose 13.9% on a total return basis.

 

Our new investment manager, Lazard Asset Management Limited (`Lazard' or `Investment Manager') assumed responsibility for the management of our assets part-way through this financial year. Since Lazard's appointment as Investment Manager, with effect from 1 October 2023, the share price rose by 13.8% during the period, compared with a 19.3% rise in the comparator index. The NAV also increased by 13.8% during this time. Following the extensive rebalancing of the portfolio subsequent to Lazard's appointment, which saw 35 stocks added and the same number sold, there has been limited change in the portfolio. In the period since the restructuring of the portfolio to the end of June 2024 two new stocks have been introduced and two positions fully exited. This demonstrates Lazard's long-term focus on quality growth stocks and the likely long-term holding period of our investments. Further details on the performance of the Company during the period under review and the composition of the portfolio are included in the Investment Manager's Review.

 

I joined the Board of our Company in 2009 and will retire at the forthcoming AGM in October 2024. As this is my last Chairman's Statement it is perhaps appropriate to comment on the performance of markets and our Company over the period. At the year ended June 2009 the Company's net assets were £39.1 million and our shares traded at a 14% discount to the value of those assets. We were, even at the time, a small investment trust. Since then, our net assets have grown to £404 million, we have changed managers twice, instigated a discount control mechanism in 2010 and seen our discount to NAV reduced to 1.6% of NAV at 30 June 2024. The share price, adjusted for the 5-1 split in 2011, was £1.35 at year end June 2009 and was £7.97 at the end of June 2024. Over that period the shares have produced a total return of 618% compared to the total return of the comparator index of 471%. Over the same period dividends have grown by 167% compared to growth in the UK CPI index over the period of 55%. The flexibility of the investment trust structure has allowed the Board to pursue changes in manager and capital structure that have been to the benefit of shareholders.

 

Earnings and dividend

 

The net return for the year ended 30 June 2024 was a gain of 94.66 pence per share, comprising a revenue gain of 8.00 pence and a capital gain of 86.66 pence. Total net return per share saw an increase of 157% on the prior year although net revenue return per share decreased by 20% for the same period. Lazard's focus on investing in companies which aim to reinvest a high proportion of their earnings rather than pay them out as dividends meant that the shift in the weighting of the Company's total return towards capital was anticipated by the Board and has previously been highlighted to shareholders in the last Half-Yearly Financial Report.

 

The Board is proposing a final dividend of 4.15 pence per share which, subject to approval by shareholders at the Annual General Meeting (`AGM'), will be paid on 8 November 2024 to those shareholders on the register at the close of business on 11 October 2024. An interim dividend of 3.85 pence per share was paid in March 2024 and so, together with the proposed final dividend, gives growth of the ordinary dividend of 2.6% over the year. This growth in the total regular dividend, of 2.6%, is above UK inflation over the period.

 

As highlighted in the last Half-Yearly Financial Report there has been an expected decline in revenue per share hence the absence of a special dividend this year. This decline, due primarily to a decline in dividend income received, reflects the Investment Manager's focus on investing in companies that retain their cash flow to invest at particularly high internal rates of return rather than distributing their cash flow in the form of dividends. This year's revenue per share is distorted by one-off costs associated with the change in service providers, primarily a rise in legal fees, and a one off saving due to a 15 week investment management fee holiday negotiated with our new Investment Manager. Revenue per share is lower than under our former manager but is expected to grow. Since its inception in 2011, the Global Quality Growth strategy implemented by our Investment Manager has produced an annual growth rate of investee company dividends of 7.7%. We should expect revenue growth of a similar level.

 

Going forward should revenue per share be below the current dividend level the Board intends at least to maintain the dividend, using the revenue reserves and, if required, the capital reserve. The Company has pursued a flexible dividend policy for many years and in the past two years separated our dividend into an ordinary and special dividend. This split was aimed at indicating an element of excess, and likely unsustainable, revenue associated with a particular style of management that the previous manager had adopted.

 

The Company has, over many years, not fully distributed all of its income but has retained a portion of its earnings, usually at near the maximum 15% level that is compatible with maintaining investment trust status. This flexibility of the investment company structure has allowed us to accumulate revenue reserves to distribute at such time when market conditions or a change in the likely dividend yield of our investments occurs. This revenue reserve will be utilised, if necessary, at least to sustain the Company's ordinary dividend.

 

Transition and cost allocation

 

The transition to the Company's new operational state took place during this financial year. This transition involved the appointment of almost an entirely new set of service providers. Operations are continuing to function well, and the Board looks forward to reporting on a full year of results under the `new world' in next year's annual report.

 

As intimated in the last Half-Yearly Financial Report, owing to the anticipated shift in the weighting of the Company's total return towards capital, the Board took the decision to amend the basis of allocation for management fees, company secretarial and administration fees, the cost of operating the discount control mechanism and any finance costs, should these be incurred. This change took effect from 1 July 2023, moving from an allocation of 25% to revenue and 75% to capital to 10% to revenue and 90% to capital, thus reflecting the new management approach. The change in cost allocation has helped to support the Company's revenue returns, as has Lazard's waiving of its management fee for the first 15 weeks of appointment, as reflected in the investment management fee expense for the year.

 

Share capital and discount management

 

The sustained period of buybacks experienced by the Company since early 2023 continued throughout the year under review and the Board remains fully committed to its discount control policy. In recent times buybacks have been a familiar story within the investment trust sector as a whole and indeed, earlier this year, the Association of Investment Companies (`AIC') highlighted that the number of investment trusts buying back their own shares had reached a record high looking back as far as 1996.

 

Our own buybacks have been successful in maintaining a low discount to NAV for our share price. As at 30 June 2024 the share price stood at a 1.6% discount to NAV, narrowing from the 4.3% discount as at 30 June 2023. This compares favourably to the weighted average discount of the `Global' sector per the AIC, of which the Company is a member, which stood at 8.8% as at the same date. The Company's average discount was 1.5% over the year which again compares favourably to the average of the Global sector at 7.7%.

 

The Company's policy, within normal market conditions, is to issue and repurchase shares where necessary to maintain the share price within a 2% band relative to the NAV. The Company's NAV is assessed on a real time basis when buying or selling the Company's shares using modelling that updates live prices and exchange rates to provide the most accurate valuation. During the year to 30 June 2024, the Company bought back a total of 12,504,096 shares at a total cost of £91.7 million and an average discount of 2.2%. These share buybacks were accretive to net asset value for existing shareholders, enhancing the NAV total return by approximately £2.1 million, equivalent to 94.4% of the Company's annual operating expenses. Bought back shares continue to be held in Treasury and, as at the year end, there was a total of 16,506,758 shares held in this account. The Board remains optimistic that investor sentiment will improve to such a point that the Company will have the opportunity once more to issue shares at a premium to NAV and thus at an advantage to existing shareholders.

 

As at the year end of 30 June 2024, the Company had utilised 75.6% of the buyback authorities granted by shareholders at the 2023 AGM. The Board therefore took the decision to seek early renewal of these authorities and subsequently, a general meeting was convened on 29 July 2024 at which a resolution permitting the Company to repurchase up to 14.99% of its share capital as at that date was approved by 92.3% of shareholders who voted. This buyback authority is vital in enabling the successful operation of the discount control mechanism, namely that the Company will issue and repurchase shares where necessary to maintain the share price within a band, plus or minus 2% relative to the net asset value. At the forthcoming AGM, the Board will seek new authorities to issue and buy back shares to continue to implement its discount and premium management policy. This approach has a long history of success and shareholders regularly comment that they strongly support the Board's position on discount and premium management.

 

Following the year end up until 3 September 2024 (being the latest practicable date before the printing of this document), 1,729,500 ordinary shares were bought back and are held in Treasury.

 

Board succession

 

As previously communicated, I will be stepping down from the Board at this year's AGM having served as a Director since 2009 and for the past four years as Chairman. The other Directors will stand for re-election at the forthcoming AGM and, subject to his re-election, it is intended that David Kidd will succeed me as Chairman. David has served as a Board member since 2016, the last two years having been in the role of Senior Independent Director and brings vast experience from both a Company and sector perspective. It is intended that Hamish Baillie will succeed David as Senior Independent Director. David has signalled his intention to serve as Chair for three years and will retire from the Board at the AGM to be held in 2027. I am delighted that David will be the next Chairman of our Company and I have full faith in his ability to deliver further success to shareholders who entrust both the Directors and our Investment Manager with the stewardship of their hard-earned savings.

 

The process for the recruitment of a new Director to the Board commenced earlier this year. I am pleased to report that this process has almost reached a conclusion, and the Board hopes to share further details with shareholders in due course.

 

Annual General Meeting

 

The Board looks forward to welcoming shareholders to the AGM which will be held at 12.00 noon on 23 October 2024 at The Bonham Hotel, 35 Drumsheugh Gardens, Edinburgh, EH3 7RN. The Investment Manager's presentation will be made available via the Company's website at midwynd.com, and representatives of the Investment Manager will be available, along with the Directors, to answer any shareholder questions. Irrespective of whether you are able to attend the AGM in person, I would encourage you to make use of your proxy votes and any questions may be submitted in advance of the AGM to the Company Secretary at cosec@junipartners.com. I would also remind those shareholders whose shareholding is held via a platform or nominee that it is possible to obtain a letter of representation from your provider that will allow you to vote your holding in person.

 

Outlook

 

The extreme concentration of returns from global equities has been a feature of the period. Our Investment Manager's Review explains just how unique a period this has been in financial history. In my comments on the outlook, I will focus on why it is unlikely that this particular technology driven boom will end differently than those that have gone before. History suggests that the benefits to corporate profits from the technology boom are likely to be spread more widely and to areas not currently contemplated. History also suggests that the stock market has a very bad record in both finding and accurately valuing the winners in the early days of such periods of profound structural change.

 

The concentration of share price returns in a handful of US stocks is driven almost entirely by faith that a new technology, Artificial Intelligence (`AI'), will produce high levels of corporate earnings far into the future for this select band of companies. If that is to be true it will be the first time, certainly that I am aware of, when the corporate earnings boost from a breakthrough new technology accrued only to such a limited pool of companies. Technological breakthroughs have played a key role driving investors' returns in equities since the birth of stock markets with a diving bell investment boom, a key new technology for those seeking to salvage treasure from wrecks, playing a key role in the English stock market boom in the mid 1690s. Other technology booms have come and gone and have included canals, gas lighting, railroads and bicycles and that only takes us to the end of the nineteenth century. All these technological breakthroughs brought economic and often social progress and an economic dislocation that created both opportunity and risk for investors.

 

As our Investment Manager likes to point out, sustainably high returns have been achieved by some businesses - and it is these characteristics that are sought in selecting the portfolio's investee companies. However, only rarely has a technology boom produced identifiable corporate winners in the first flush of speculation. It takes time for those that will become Global Quality Growth companies to become differentiated. This time may be different, but, if so, the extreme power of these large companies, which will become even more powerful if they live up to the profitability expectations of their shareholders, is likely, at some stage, to be challenged by the state.

 

History suggests that the most likely outcome from the current technological breakthrough will be a spread of profit opportunities far beyond the current elite list of winners that the market has anointed as the beneficiaries of AI. A technological breakthrough of this significance will also produce risks for existing corporations. My own investment career included the so-called `dotcom bubble' which inflated from 1995 to 2000. At its peak it seemed that investors had considered every conceivable investment that could benefit from the internet and a dizzying array of corporations had been brought to the stock market by investment bankers eager to earn fees. What happened next is that most of these companies went bust and even the great winner of the new age, Amazon, saw its share price fall 90% before it showed its colours as the winner in the ecommerce race. It also turned out that not every conceivable idea to benefit from the internet had, in fact, been brought to the market as Airbnb was not founded until 2007 and Uber until 2009. Netflix, a company that began by distributing DVD rentals by post, seemed a sure-fire loser from the new technology, but the flexibility and ingenuity of management allowed a redeployment of capital that created a content streaming business, launched in 2007, that produced outsized returns for investors. Blockbuster failed to adjust to the new technology and was bankrupt by 2010. If equity investors have this time successfully found the true winners from a profound structural change resulting from a technological breakthrough, then this will in itself be anomalous. Such a sifting of winners from losers is what markets do but in the first flush of enthusiasm regarding a new technology the mispricing of future returns is the norm and not the exception. Our Global Quality Growth portfolio owns companies that have already delivered high returns, and our Investment Manager will assess whether they will continue to do so. These characteristics are now available at valuations, relative to the comparator index, that are particularly attractive.

 

I note that in the Chairman's Statement in the Annual Report of 2009, the year in which I joined the Board, the then-Chairman observed that `too much debt was responsible for getting the world into its present difficult situation'. The most recent figures, as at the end of 2023, show the world's total non-financial debt-to-GDP level above that recorded in 2009. Over the period since 2009 we have lived with the attempts, sometimes extreme, by governments and their central banks to mitigate the negative consequences from this extreme debt burden. In June 2009 we had just seen the first administration of a dose of quantitative easing in which the central banks bought financial assets and credited the sellers with newly created money. This policy, designed to create more money and more economic activity, poured excess liquidity into the hands of investment institutions who then pushed the price of financial assets, particularly equities, higher. It turned out that equity investors, who had suffered in the deflationary recession of 2008-2009 caused by too much debt, were to be the key beneficiaries of policy makers' attempts to prevent any further recession and deflation. Equity markets bottomed in March 2009 and their subsequent rise has been driven not just by growth in corporate earnings but a rise in the multiple that investors chose to pay for those earnings. Utilising a measure of valuation for US equities popularised by the Noble Prize-winning economist, Robert Shiller, the cyclically adjusted price earnings ratio, investors paid a multiple of 13.3X for S&P 500 corporate earnings in March 2009 and are now happy to pay 35.1X for those corporate earnings. US equity valuations have been higher before but only recently and, in a long data series stretching back to 1871, in the period prior to the bursting of the so-called `dot com bubble'.

 

Writing in 2009, or even 2019, which chairman of any listed company could have foreseen a global pandemic, a return of war to Europe, a growing Cold War with China and the polarisation of political opinion in almost all the developed world? That equities have continued to deliver positive real returns through such seismic changes is a testimony to the ability of management to be flexible with the allocation of capital for the benefit of shareholders. High valuations for equities are justified where management can continue to consistently deliver high returns, and the Global Quality Growth approach is aimed at finding those companies and investing in them at valuations that do not fully discount those sustainable returns. In a world where high debt burdens are likely to mean that real interest rates must be consistently low to alleviate debt burdens it is to corporations and their management that investors must look to ensure the continued growth in the purchasing power of their savings. The management teams of our investee companies have delivered returns well above the rate of inflation and it is the job of our Investment Manager to assess whether they can continue to do so and the correct price to pay for that ability. Companies that can deliver such high returns, in a period when inflation is near or even above the rate of interest, will likely produce positive real returns for investors over the long-term.

 

Whether we are professional investors or not, most of us can see that the world is undergoing profound structural change. Forecasting what those changes mean for our lives and our savings is far from easy. Companies, as distinct legal identities, have been around now for over four hundred years. This fixed pool of capital, now with limited liability, has weathered the ups and downs of the business cycle and many profound structural changes - including two world wars. Ultimately it is the flexibility of management to allocate capital which drives total returns for investors over the long-term. Our Investment Manager is constantly seeking out such management and the businesses they create that can continue to generate high returns on investment even as the world changes in ways which none of us can forecast.

 

As I leave the Board, I would like to thank my many Board colleagues over the years for their input and support. The role of an investment trust director is primarily focused on regulation and the nitty gritty of holding the Investment Manager and other service providers to account. However, at times there is need for much greater activity and I like to think that your Board has made a material positive difference to the total returns of the Company through two changes of manager and also a move to a discount control mechanism. Those changes are a result of considerable collegiate effort and as the current Chairman and also as a shareholder I would like to thank my fellow Directors for what I consider to be their very successful stewardship of our Company's capital.

 

Contact us

 

Shareholders can keep up to date with Company performance by visiting midwynd.com where you will find information on the Company and a factsheet which is updated monthly.

 

In addition, the Board is always keen to hear from shareholders and, should you wish, you can contact me via the Company Secretary at cosec@junipartners.com.

 

Russell Napier

Chairman

6 September 2024

 

Investment Manager's Review for the period 1 October 2023 to 30 June 2024

 

Overview

 

The Company's NAV rose by 13.8% between 1 October 2023, when Lazard was appointed Investment Manager, and 30 June 2024. The Company's share price also rose by 13.8% during this period, while the MSCI All Country World Index (`MSCI ACWI') gained 19.3%.

 

Long-term thinking and portfolio diversification are key to our well-defined investment process. As a result, overall, we are comfortable with the Company's performance in a short-term market environment that is unusually "narrow" - where a small number of stocks have generated a disproportionate amount of the overall market return.

 

We continue to believe investing in the highest-quality companies will increase investor wealth and deliver outperformance in the long run. We consider our portfolio attractively valued and are confident it will benefit from a more normalised market environment.

 

Market review

 

Global stock markets rose sharply during the nine months following Lazard's appointment as the Company's Investment Manager, with investor optimism appearing to shift with each release of inflation data. Yet it is important to note that this rise was not simply a story of markets' strength: it was also a story of their unusual narrowness.

 

The MSCI ACWI, a broad global index, returned 12% during the first half of 2024 and is up around 30% since the end of 2022. The US market, represented by the S&P 500 Index, gained 16% during the first half of 2024 and is up almost 40% since the end of 2022. Such figures are well worth placing in broader context.

 

Since 1985, in US dollar terms, the US stock market has returned more than 40% over an 18-month period on only a handful of occasions. All have tended to be clustered around key events in market history, including Black Monday (1987), the dot-com bubble (late 1990s/early 2000s), the recovery that followed the global financial crisis (2010) and the recovery that followed the COVID-19 pandemic (2021).

 

The extraordinary performance of NVIDIA underlines how the recent boom has been driven largely by stocks related to artificial intelligence (`AI'). The chip designer's weighting in the MSCI ACWI grew from 0.6% at the start of 2023 to 4.2% at the end of Q2 2024.

 

NVIDIA's stock is up 745% over the past 18 months. This is nearly 20 times the return of the MSCI ACWI and 70 times that of the MSCI ACWI Equal Weighted Index - a disparity that has caused a historically wide spread in returns between the two indices.

 

Fewer than a quarter of the S&P 500's constituents outperformed the MSCI ACWI in the first half of 2024. This is the lowest figure since at least 1980. This underscores the remarkable narrowness of markets.

 

Against this backdrop, developed markets, in particular the US, have outperformed Emerging Markets equities. Information Technology and Communication Services have been the best-performing sectors, Real Estate and Materials have underperformed the wider index.

 

While AI has the potential to transform the way companies operate over the long-term, we are cautious that the exuberance surrounding it may drive valuations in certain stocks to unsustainable levels in the short-term. A broadening out of index participation will present a better environment for quality investing and our portfolio. We also believe that the empirical work by co-lead portfolio manager/analyst Louis Florentin-Lee in Relative Value Investing and its update, Quality Investing, shows that our philosophy is one that should deliver outperformance over time.

 

Our investment process

 

The search for Compounders

 

We manage the Company's portfolio in accordance with our Global Quality Growth strategy. This aims to invest in businesses we consider to be "Compounders".

 

We define a Compounder as a company that is capable of generating consistently high returns on capital and reinvesting in its business to drive future growth. This process should create a virtuous "compounding cycle" of wealth creation in which investors can share.

 

We believe the broader market undervalues Compounders because it adheres to the economic law of competition. This prescribes that high returns on capital attract competition, squeezing market share, driving down prices and resulting in an erosion of profitability. But we see plenty of real-world examples to show the theory does not work in practice.

 

In our view, Compounders have sustainable advantages that help them keep competitors at bay. The market assumes their profitability will fade but they deliver consistently high financial productivity for longer than expected. So, those who focus more on near-term earnings multiples rather than a company's long-term earnings power are likely to undervalue these exceptional businesses. It means that when these Compounders "beat the fade" they tend to beat the market too.

 

We prefer to own Compounders for long periods to allow the compounding cycle to drive cash flows and share prices higher. This is reflected in the Global Quality Growth strategy's turnover, which during the past five years has averaged 10-15% annually - an approach that has also helped keep trading costs low.

 

Our investment process is reinforced by empirical research covering 25 years of markets and supported by Lazard's extensive fundamental research team of 70 global sector specialists. Drawing on this expertise, we look to build a portfolio that is broadly diversified across sectors, regions and competitive advantages and which is capable of generating attractive total returns for investors.

 

Portfolio activity: our process in practice

 

Although the average holding period for our Global Quality Growth strategy is between seven and 10 years, we aim to take full advantage whenever the market gives us an opportunity to improve the quality of our portfolio. The following examples illustrate how we have applied this aspect of our investment process since our appointment.

 

• Our fundamental research across the semiconductor value chain led us to VAT Group, a mid-cap Swiss company categorised in the Industrials sector rather than the Information Technology sector. VAT Group is a leader in the production of vacuum valves, which are critical components in the semiconductor manufacturing process.

 

Vacuum valves create a contaminant-free chamber in which chips can be manufactured. With increasingly complicated chip designs requiring the width of semiconductor circuitry to move towards the atomic level, processes related to lithography ("printing" circuits onto silicon wafers) and deposition (putting conductive material on the wafers) demand such an environment to ensure the necessary degree of accuracy. Over time, as chips become even more complex, we expect ever-greater use of this approach.

 

Although vacuum valves account for only a small fraction of overall manufacturing costs, they have become crucial to optimum chip production. This creates a barrier to competition - what we call "critical component at low cost". Customers have no price incentive to switch to another provider, given the risk of failure is high. And they can tolerate higher prices in times of inflation. We see a similar advantage in other areas, such as data services and medical supplies, where products are "designed in" and entrenched in customers' workflows.

 

We sold Texas Instruments, an analogue semiconductor manufacturer, to fund the purchase of VAT Group, for which we had higher conviction regarding the sustainability of returns.

 

• We also initiated a position in Salesforce. This business is a leading supplier of customer relationship management (`CRM') software solutions that provide visibility across the client lifecycle.  

 

Salesforce's scale allows value-added services to be integrated into the company's platform, fuelling growth. The suite of products and services can be cross-sold across Salesforce's clients to the benefit of margins. Customers typically find more value as they embed additional Salesforce services into their processes, so subscription renewals are high - translating into increasing recurring revenue. This scale is difficult to replicate, and the loyalty of clients creates a lasting barrier to competition.

 

Although the company generates top-decile financial productivity, Salesforce's share price fell following what the market considered a disappointing set of results. These market fears gave rise to an opportunity to invest in a high-quality business at a more attractive valuation. We sold Computershare, which provides share registry and other services, to fund our purchase.

 

Exposures by sector and region

 

In line with our investment process, our sectoral and regional exposures are driven by stock selection. There have been changes in exposures since we were appointed Investment Manager.

 

The relatively larger changes in exposures took place between 30 September and 31 December 2023 and were mainly due to reshaping the portfolio and implementing our Global Quality Growth strategy. Subsequently, from 31 December 2023 to 30 June 2024, smaller changes were driven by portfolio activity - including the two buys and two sells discussed in the previous section - and market movements.

 

In terms of sectors, exposures to Information Technology, Industrials and Financials increased, while Health Care declined and names in Real Estate, Materials and Energy were sold. Typically, the strategy has zero weight in these three sectors and Utilities, as incumbent companies tend not to generate sufficient returns on capital to be considered of high quality.

 

In terms of regions, there was an increase in exposure to North America. This was brought about by greater weightings to both the US and Canada. Emerging Markets increased slightly, while the portfolio's Japanese, European ex UK and UK exposures declined. We currently do not find sufficiently attractive stocks in Asia ex Japan.

 

The magnitude of the changes implemented during the first half of 2024 are more typical of the strategy's long-term portfolio activity pattern.

 

Performance

 

NAV, discount and share price

 

The Company's NAV rose by 13.8% in GBP terms between 1 October 2023 and 30 June 2024. Shares traded at a small discount to the NAV during this period, ending at a discount of 1.6% - compared with a discount of 8.8% for the Association of Investment Companies (`AIC') Global sector peer group. The Company's share price also rose by 13.8%, compared with a 19.3% gain for the MSCI ACWI.

 

As discussed earlier, unusually narrow markets can create a headwind for active managers whose investment process is geared towards portfolio diversification. We would fully expect the portfolio to experience a relative lag when a significant area of the market becomes notably extended or overbought, as has been the case in this instance.

 

Key stock-level contributors to portfolio performance

 

The following stocks have been key contributors to the Company's absolute returns during the period covered in this report.

 

Five principal contributors

 

Company	Contribution to Total Return (%)
Taiwan Semiconductor Manufacturing (`TSMC')	1.92
Microsoft	1.81
Alphabet	1.46
Amphenol	1.45
ASML	1.16

 

Source: Lazard/FactSet.

Data in GBP and for the period from 1 October 2023 to 30 June 2024.

 

 

• Taiwan Semiconductor Manufacturing (`TSMC') is a global leader in its field. The company's high capital intensity creates a barrier to competition, and it has the ability to invest and scale leading-edge technologies. The increasing complexity of chip designs requires TSMC to stay at the forefront of advanced manufacturing.
• Microsoft has seen cloud computing become a significant generator of returns, with its customers implementing cloud-based processes to improve marketing and costs. The company has reinvested in AI and gaming to access emerging technologies and expand its market opportunity.
• Alphabet, Google's parent company, generates a high level of financial productivity through search/digital advertising. This is supported by its dominant share in search query volumes. Adjacent product areas - including Android, Chrome, Maps, YouTube and Gmail - create an ecosystem that drives consumer usage across the Google platform. The business raised capital expenditure forecasts, based on its AI opportunities, and also declared a dividend and share buyback.
• Amphenol, a US-based manufacturer of electronic connectors, has seen its earnings buoyed by structural growth in AI data-centre components, electric vehicle automotive market share gains and industrial markets, where its products are "designed in" and represent a further example of "critical component at low cost". The company has reinvested its cash flows to acquire businesses with complementary products.
• ASML has a virtual monopoly in leading-edge lithography machines that "print" circuits onto semiconductor silicon wafers. As in the case of TSMC, the increasing complexity of chip designs is fuelling demand for its equipment.

 

Key stock-level detractors from portfolio performance

 

The following stocks have been key detractors from the Company's absolute returns during the period covered in this report.

 

Five principal detractors

 

Company	Contribution to Total Return (%)
Aon	(0.53)
BRP	(0.34)
SMS	(0.27)
Nike	(0.20)
Toyota Industries	(0.17)

 

Source: Lazard/FactSet.

Data in GBP and for the period from 1 October 2023 to 30 June 2024.

 

• Aon is a global insurance broker and consultant. Its share price fell after the company announced plans to acquire NFP, a US-centric risk and benefits broker, for $14.3 billion in December 2023. We believe the price is full, but it may not account for the positives of consolidating a fragmented market and expanding Aon's database of risk information.
• BRP is a Canadian manufacturer of power sports equipment, such as jet skis and snowmobiles. Its share price came under pressure after management lowered earnings guidance amid weaker retail demand in light of macroeconomic conditions. The company operates in a duopoly, and we believe its superior product development and distributor relationships should position it well as the economy improves.
• SMS Co., Ltd. is a Japanese provider of healthcare staffing services and medical practice software. Investors currently appear to prefer large-cap Japanese value stocks when increasing exposure to Japanese equities, despite SMS consistently generating high financial productivity. We believe Japan's ageing population means the company should benefit from powerful demographic trends over the longer-term.
• Nike is a global athletic footwear and apparel maker. Although recent results and earnings guidance have been disappointing, we believe the company's earnings are near trough, and Nike's efforts to revive its brand strength should reaccelerate growth.
• Toyota Industries, a supplier of auto parts, fell with the Japanese stock market at the beginning of October 2023. We sold the position when the portfolio was transitioned to our Global Quality Growth strategy, which typically does not invest in auto makers or auto parts suppliers. We generally feel businesses in this arena do not generate the level of return on capital we seek.

 

Key sectoral and regional contributors to portfolio performance

 

As discussed above, our sectoral and regional exposures are driven by stock selection.

 

At the sectoral level, over half of the portfolio gain during the period covered in this report was due to holdings in Information Technology. Industrials, Communication Services and Financials also contributed.

 

Sector contributors

 

Sector	Contribution to Total Return (%)
Information Technology	7.97
Industrials	2.18
Communication Services	2.01
Financials	1.32
Health Care	0.57

 

Source: Lazard/FactSet.

Data in GBP and for the period from 1 October 2023 to 30 June 2024.

 

At the regional level, half of the portfolio gain during the period covered in this report was due to holdings in North America. Europe ex UK and Emerging Markets also contributed.

 

Regional contributors

 

Region	Contribution to Total Return (%)
North America	7.84
Europe ex UK	2.83
Emerging Markets	2.46
United Kingdom	0.70
Asia ex Japan	0.12
Japan	0.09

 

Source: Lazard/FactSet.

Based on country of listing. Data in GBP and for the period from 1 October 2023 to 30 June 2024.

 

Outlook

 

We firmly believe investing in the highest-quality companies is the best way to increase investor wealth and outperform over the long-term. We have high conviction in the fundamentals of our holdings and believe the value and share prices of these businesses should increase as cash flows are compounded over time. We consider our portfolio to be attractively valued at present.

 

We expect continued market volatility as the US Federal Reserve and other central banks seek to balance the goals of maintaining financial stability and controlling inflation. We believe Compounders have fundamental advantages that can provide resilience across different economic scenarios and help navigate potential uncertainties in equity markets.

 

Should inflation persist, for example, our holdings' competitive advantages should offer pricing power, allowing these companies to pass through higher costs and maintain their margins. Should interest rates fall the valuations of our holdings should benefit too. This is because when interest rates drop the market usually reduces the rate at which it discounts the value of future earnings. When that happens the net present value of those earnings increases. This should be reflected in higher valuations for companies sustaining high returns on capital.

 

AI has the potential to transform businesses over the long-term, and we certainly do not underestimate its power. However, we feel the exuberance surrounding it could drive valuations in certain stocks to unsustainable levels in the short-term. We believe the market is ascribing most of AI's value to NVIDIA alone rather than to the many companies poised to benefit from this transformative technology.

 

We believe equity markets will broaden as the likely impact of AI beyond a handful of businesses earns wider recognition. A strategy such as ours, which is focused on financial productivity, should benefit in a more normalised market environment.

 

Louis Florentin-Lee & Barnaby Wilson

Fund Managers

6 September 2024

 

Portfolio of Investments as at 30 June 2024

 

Investment	Country	Market value £'000	% of total net assets	MSCI Sector
Alphabet	United States	24,942	6.2	Communication Services
Microsoft	United States	23,033	5.7	Information Technology
Taiwan Semiconductor Manufacturing	Taiwan	16,059	4.0	Information Technology
S&P Global	United States	15,765	3.9	Financials
Intuit	United States	12,927	3.2	Information Technology
Aon	United States	12,798	3.2	Financials
Visa	United States	12,625	3.1	Financials
Accenture	United States	12,497	3.1	Information Technology
RELX	United Kingdom	12,092	3.0	Industrials
Amphenol	United States	12,072	3.0	Information Technology
Dollarama	Canada	11,915	2.9	Consumer Discretionary
Thermo Fisher Scientific	United States	11,070	2.7	Health Care
Verisk Analytics	United States	11,030	2.7	Industrials
IQVIA	United States	10,963	2.7	Health Care
Adobe	United States	10,514	2.6	Information Technology
Zoetis	United States	10,305	2.6	Health Care
Booz Allen Hamilton	United States	9,845	2.4	Industrials
ASML	Netherlands	9,684	2.4	Information Technology
Ametek	United States	9,586	2.4	Industrials
Danaher	United States	9,049	2.2	Health Care
VAT Group	Switzerland	8,985	2.2	Industrials
HDFC Bank	India	8,977	2.2	Financials
Salesforce	United States	8,972	2.2	Information Technology
Intercontinental Exchange	United States	8,777	2.2	Financials
Wolters Kluwer	Netherlands	8,640	2.1	Industrials
Clicks Group	South Africa	7,944	2.0	Consumer Staples
Keyence	Japan	7,867	1.9	Information Technology
Nordson	United States	7,842	1.9	Industrials
Partners Group	Switzerland	7,401	1.8	Financials
Hexagon	Sweden	6,850	1.7	Information Technology
Coca-Cola	United States	6,804	1.7	Consumer Staples
HOYA	Japan	6,386	1.6	Health Care
Universal Music Group	Netherlands	6,354	1.6	Communication Services
Estee Lauder	United States	6,279	1.6	Consumer Staples
Rockwell Automation	United States	5,852	1.5	Industrials
Shimano	Japan	5,664	1.4	Consumer Discretionary
BRP	Canada	4,903	1.2	Consumer Discretionary
Tencent	Hong Kong	4,297	1.1	Communication Services
Toei Animation	Japan	3,908	1.0	Communication Services
SMS	Japan	3,672	0.9	Industrials
Nike	United States	2,949	0.7	Consumer Discretionary
Total equity investments (41)		398,094	98.5
Net current assets		6,000	1.5
Total net assets		404,094	100.0

 

Strategy and Business Review

 

This Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

 

Purpose

 

Our purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs.

 

Mid Wynd International Investment Trust plc can trace its heritage back to 1797, when the founder of the Company set up a textiles business in Dundee. Its origins as an investment company date from 1949, when the Board began to manage the financial reserves as a separate entity from the main trading business. In September 1981, the shares of Mid Wynd International Investment Trust plc were floated on the London Stock Exchange. At that time, the Board was entrusted by shareholders to manage their wealth, with a focus on investing in global companies with strong growth prospects and sustainable businesses. This focus remains as true for the Board and its appointed investment manager today as it did back then.

 

Through our investment company structure, we enable shareholders, large or small, to invest in an actively-managed diversified portfolio of securities in a cost-effective way, giving them access to the growth opportunities offered by world markets.

 

Strategy

 

As stated above, the Company's purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs. To achieve this goal, the Company has adopted a number of policies which are set out below.

 

Objective and investment policy

 

The objective of the Company is to achieve capital and income growth by investing on a worldwide basis. Although the Company aims to provide dividend growth over time, its primary aim is to maximise total returns to shareholders.

 

The Company is prepared to move freely between different markets, sectors, industries, market capitalisations and asset classes as investment opportunities dictate. On acquisition, no holding shall exceed 15% of the portfolio. The Company will not invest more than 15% of its gross assets in UK listed investment companies. Assets other than equities may be purchased from time to time including but not limited to fixed interest holdings, unquoted securities and derivatives. Subject to prior Board approval, the Company may use derivatives for investment purposes or for efficient portfolio management (including reducing, transferring or eliminating investment risk in its investments and protection against currency risk).

 

The number of individual holdings will vary over time. To ensure diversification of opportunity and management of risk, the Company is permitted by its policy to hold between 40 and 140 holdings; however, the portfolio will generally hold a portfolio of shares at the lower end of this range. The portfolio will be managed on a global basis rather than as a series of regional sub-portfolios. As at 30 June 2024 there were 41 holdings in the portfolio.

 

The Board assesses investment performance with reference to the MSCI All Country World Index (GBP). However, the Directors expect the Investment Manager to pay little attention to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index. A long-term view is taken and there may be periods when the net asset value per share declines in absolute terms and relative to the comparator index.

 

Business model

 

The Company is incorporated in Scotland and operates as an Investment Trust Company. It is an investment company within the meaning of section 833 of the Companies Act 2006 (the "Act") and is approved as an investment trust by HM Revenue and Customs subject to the Company continuing to comply with the requirements of section 1158 of the Corporation Tax Act 2010. The Company has a main market listing on the London Stock Exchange. The Company is also an Alternative Investment Fund whose Investment Manager is regulated by the Financial Conduct Authority.

 

The Company has no employees and the Board, which comprises solely of non-executive Directors, has delegated most of the Company's operational functions to a number of key service providers. All key service providers are appointed under rolling contracts which are periodically reviewed, at which time the appropriateness of the continuing appointment of such service providers is considered. Details of the key service providers are set out in the Annual Financial Report.

 

Dividend policy

 

The Company's main focus is on growing shareholders' capital. It pursues a flexible dividend policy which is not solely determined by the requirements of s1158 of the Corporation Tax Act 2010 to retain no more than 15% of revenue earnings in any financial year. The Board intends to grow dividends, subject to the availability of distributable reserves. As previously communicated in the last Half-Yearly Financial Report, the Company's revenue returns are expected to be lower in the short-term as a result of Lazard's investment strategy. This is focused on capital appreciation rather than income generation, driven by the investment portfolio typically reinvesting a significant portion of earnings in order to maximise growth. Revenue returns have been distorted this year by various costs and also savings associated with the change in service providers. This year the Company will not need to utilise reserves to pay its dividend. Going forward the Board intends to at least maintain the dividend, using the revenue reserve and, if required, the capital reserve, for a short period of time if necessary.

 

Gearing and leverage

 

The Company may use borrowings to support its investment strategy and can borrow up to 30% of its net assets. The Company had a US$60m multicurrency revolving credit facility with the Bank of Nova Scotia (London Branch) which was terminated on 11 September 2023. The Company had no amounts drawn down on this facility prior to its termination.

 

Although no borrowing facility is currently in place, the Company's gearing is regularly reviewed by the Board following consultation with the Investment Manager.

 

Leverage is defined in the Alternative Investment Fund Managers Directive (`AIFMD') as any method by which the Company can increase its exposure by borrowing cash or securities, or from leverage that is embedded in derivative positions. The Company is permitted to borrow up to 30% of its net assets (determined as 130% under the Commitment and Gross ratios). The Company is permitted to have additional leverage of up to 100% of its net assets, which results in permitted total leverage of 230% under both ratios. The Alternative Investment Fund Manager (the "AIFM") monitors leverage values on a daily basis, when leverage is utilised, and reviews the limits annually. No changes have been made to these limits during the year. At 30 June 2024, the Company's leverage was 0% as determined using the Commitment method and 0% using the Gross method. Further details can be found in the Alternative Performance Measures within the Annual Financial Report.

 

Current and future developments

 

A summary of the Company's developments during the year ended 30 June 2024, together with its prospects for the future, is set out in the Chairman's Statement and the Investment Manager's Review. The Board's principal focus is the delivery of positive long-term returns for shareholders. This will be dependent on the success of the investment strategy, in the context of both economic and stock market conditions. The investment strategy, and factors that may have an influence on it, are discussed regularly by the Board and the Investment Manager. The Board furthermore considers the ongoing development and strategic direction of the Company, as well as any risks which could impact on the Company's ability to achieve its strategic objective.

 

Culture and values

 

Culture

 

Corporate culture for an externally-managed investment trust like Mid Wynd International Investment Trust plc, refers to the beliefs and behaviours that determine how the Directors interact with one another and how the Board manages relationships with shareholders and key service providers, such as the Investment Manager. The culture is defined by the values which are set out below. The s172 report included in this Strategy and Business Review provides further details of how the Board has operated in this regard.

 

Values

 

The Board is mindful that it is overseeing the management of a substantial investment portfolio on behalf of investors. In many cases, the investment in the Company may represent a large proportion of an individual's savings. As all the Directors are invested in the Company, the Directors' interests are aligned with those of fellow shareholders in this regard.

 

Our approach to governing the Company is therefore underpinned by our determination to do the right thing for our shareholders. Key to this is having a constructive relationship with them, through monthly updates, half-yearly and annual financial reports, and the opportunity to meet with them at the Annual General Meeting. We also believe in having strong relationships with our key service providers, one based on mutual trust and respect, with constructive challenge when required. Below is a summary of the Board's most important values:

 

• Excellence: the Board is focused on its purpose of delivering long-term value for all its shareholders, whether they are large or small. Focusing on this strategic imperative and adopting best practice wherever appropriate in all the Company's dealings are key to driving excellence. We will always put our shareholders first and will constantly look at how to enhance long-term value, for example through the use of gearing, share issuance, and buybacks.
• Integrity: the Board seeks to be ethical and honest, to comply with all laws and regulations applicable to investment companies, to avoid conflicts of interest and to have zero tolerance to bribery and corruption, tax evasion or other fraudulent behaviour. It expects the same high standards to be adopted by all its service providers.
• Accountability: the Board recognises the need to explain the Company's performance to investors, including the upsides, the downsides and the risks in a clear, straightforward and transparent manner. Accountability also involves the Board challenging its key service providers to ensure the Company continues to receive a high standard of service to drive long- term shareholder value. Each of the Directors recognises their individual responsibility to shareholders and accordingly each of the Directors, will stand for re-election at each Annual General Meeting, other than in instances where a Director has signalled their intention to retire.
• Respect: the Board is collegiate and recognises the value of the diverse backgrounds and opinions of its Directors. It also recognises the importance of treating shareholders and key service providers with respect. Contact by shareholders via the Chairman's email address cosec@junipartners.com is welcomed; the Company adheres to key service provider terms and conditions such as prompt payment.
• Sustainable investing, Stewardship and Environmental, Social and Governance (`ESG') issues: the Board, recognises that sustainability and ESG matters should be cornerstones to the investment approach.

 

Sustainability, Stewardship and Environmental, Social & Governance (`ESG') Matters

 

The Board recognises that sustainability and ESG matters are an essential part of the investment strategy and stock selection process of the Company. The Board is committed to taking a responsible approach with the Company's own governance matters and, more materially, a responsible approach to the impact the Company has through the investment decisions made by its appointed investment manager, Lazard.

 

The Board expects Lazard to invest in companies which can provide long-term value for the Company's shareholders, without damaging either society or the environment. The Board reviews how an assessment of financially material ESG opportunities and risks is integrated into Lazard's fundamental research, ensuring sustainability considerations are considered in Lazard's stock selection as well as reviewing Lazard's approach to stewardship and receiving reporting on how Lazard undertakes its stewardship responsibilities.

 

Lazard integrates ESG considerations into the fundamental analysis conducted on every potential investee company. When evaluating potential `Compounder' companies in which to invest, Lazard is focused on how ESG opportunities and risks may affect a company's competitive advantages, the sustainability of its financial productivity, its reinvestment opportunities, and its valuation. Lazard also has access to third party data sources to augment this proprietary fundamental research.

 

Lazard's research suggests that Compounders tend to have attractive environmental and/or governance attributes. This has generally resulted in the portfolio having a positive sustainability profile i.e., significantly lower carbon emissions, lower carbon intensity, and lower ESG risk versus its reference comparator index, the MSCI All Country World Index. This is an outcome of stock selection, not a target objective.

 

Portfolio carbon emissions

 

The challenges around climate change are of increasing importance. The portfolio's carbon emissions have remained consistently below the comparator index, the MSCI All Country World Index.

 

Stewardship and investee company engagement

 

The Board delegates authority to Lazard to invest responsibly; engaging actively with investee companies to understand their management ethos and to seek sustainable returns. The Board furthermore gives discretion to Lazard to exercise the Company's voting rights. Lazard exercises the Company's voting rights in respect of investee companies with the aim of maximising sustainable shareholder value as a long-term investor and voting in the best interests of the Company's shareholders. Lazard undertakes regular due diligence with investee company managements on matters such as strategy, operational performance, capital allocation, and material sustainability considerations. Lazard is a signatory to the UK Stewardship Code.

 

The proxy voting instructions given by Lazard on behalf of the Company between 1 October 2023 and 30 June 2024 are detailed below.

 

Lazard voting on behalf of Mid Wynd1

 

Instruction	Percentage
For	92%
Against	8%

 

1 This excludes votes abstained.

 

Details of votes Against

 

Instruction	Percentage	Reason
Against	47%	Oppose director re-elections and other director related reasons
Against	34%	Environmental and social reasons
Against	19%	Other - including capitalisation, routine business and takeover related

 

Industry and social responsibility initiatives

 

Further information on the industry-wide collaborations Lazard participates in and the social responsibility initiatives it engages with can be found on the Sustainable Investment section of the Lazard website at https://www.lazardassetmanagement.com/gl/sustainable-investment

 

Key Performance Indicators (`KPIs')

 

The performance of the Company is reviewed regularly by the Board and it uses a number of KPIs to assess the Company's success in meeting its objective. The KPIs which have been established for this purpose are set out below:

 

• Net asset value performance compared to the MSCI All Country World Index (GBP)

The Board monitors the performance of the net asset value per share against that of the MSCI All Country World Index (GBP).

 

• Share price performance

The Board monitors the performance of the share price of the Company to ensure that it reflects the performance of the net asset value.

 

Discrete annual total returns

 

Year ended 30 June	Net asset value	Share price	MSCI All Country World Index (GBP)
2020	12.2%	9.1%	5.2%
2021	24.3%	27.3%	24.6%
2022	(7.5)%	(9.5)%	(4.2)%
2023	5.6%	1.0%	11.3%
2024	13.9%	17.1%	20.1%

 

Source: LSEG Datastream.

 

Further details of the 2024 returns can be found within the Chairman's Statement and Investment Manager's Review contained in the Annual Financial Report for year ended 30 June 2024.

 

• Share price (discount)/premium to net asset value

The Board recognises that it is in the interests of shareholders to maintain a share price as close as possible to the net asset value (`NAV') per share. The policy of the Board is to limit the discount or premium to a maximum of 2 per cent of NAV in normal circumstances. The Company may issue shares at such times as demand is not being met by liquidity in the market and buy back shares when there is excess supply. This policy has proved consistently effective in generating value within the Company and helping to manage market liquidity. The year under review continued to bring volatility from geopolitical events in Ukraine/ Russia and the Middle East as well as inflationary pressures. The Company's shares, which were trading at a discount of 4.3% to NAV at the prior year end, narrowed to a discount of 1.6% of NAV at the year end. At all times the Company sought to manage the discount within the target parameters and achieved an average discount of 1.5% over the year. While the Company declares its NAV daily, markets are open almost twenty four hours per day and this accounts for the wider range in premium and discount in 2024. During the year the Company did not issue any shares and bought back 12,504,096 shares (representing 20.0% of the issued share capital (excluding Treasury shares) at the start of the year) at a cost of £91.7 million. As the Company had utilised a significant proportion of the authorities granted by shareholders at the last AGM to undertake buybacks, the Company convened a general meeting on 29 July 2024 to apply for additional authorities up until the next AGM. The reason for doing this was to ensure the Company would be able to continue to operate its discount control programme efficiently up until the next AGM. The resolution was approved by 92.3% of shareholders who voted.

 

Although the Company incurs modest costs for operating the policy and when renewing shareholder authority, issuance at a premium and buying back at a discount under the policy more than compensates and is consistently accretive to NAV.

 

• Ongoing charges

The Board is mindful of the ongoing costs to shareholders of running the Company and monitors operating expenses on a regular basis. The Company's ongoing charges ratio as at 30 June 2024 was 0.60% (2023: 0.62%). The reduction in the ongoing costs for the year to 30 June 2024 is a result of the change in Investment Manager and the Company benefiting from a more favourable fee structure as a result, namely one linked to the Company's market capitalisation instead of net asset value.

 

• Dividend per share

The Board, in addition to capital growth, continues to pursue its flexible dividend policy. It monitors the revenue returns generated by the Company during the year, its revenue reserves and expected future revenue and then determines the dividends to be paid. Revenue earnings during the year decreased by 20.1% on the 2023 return. As explained in the Chairman's Statement, the appointment of Lazard has led to a change in investment approach and lower dividend income from investee companies, resulting in lower revenue returns for the Company compared with the previous year. Furthermore, as the majority of the Company's revenues are earned in foreign currencies changes in exchange rates can also materially impact the GBP value of the Company's earnings. Subject to approval of the final dividend by shareholders, a total regular dividend of 8.00 pence per share (2023: 7.80 pence per share) will be paid in respect of the year ended 30 June 2024. This represents an increase of 2.6%.

 

Dividends payable/paid in respect of the years ended June 2023 and June 2024 were fully covered by their respective current year earnings.

 

Principal Risks and Risk Management

 

The Board has carried out a robust assessment of the principal and emerging risks facing the Company. Following consideration of the principal risks, the Board has concluded that there are no emerging risks facing the Company that should be added to the principal risks set out below.

 

The Board, has developed a risk map which sets out the principal risks faced by the Company and the controls established to mitigate these risks. This is an ongoing process and the risk map, including any emerging risks, is formally reviewed at least every six months. The Board pays particular attention to those risks that might threaten the long-term performance or viability of the Company. Further information on the Company's risk management process is set out in the corporate governance section within the Annual Financial Report.

 

A summary of the key areas of risk, their movement during the year and their mitigation is set out below:

 

Movement	Principal risk	Mitigation/control
No change	Strategic risk The management of the portfolio of the Company may not achieve its investment objective and policy.	The investment objective and policy of the Company is set by the Board and is subject to ongoing review and monitoring in conjunction with the Investment Manager. The Company's investments are selected on their individual merits and the performance of the portfolio may not track the wider market (represented by the MSCI All Country World Index). The Board believes this approach will continue to generate good long-term returns for shareholders. Risk is diversified through a broad range of investments being held. The Investment Manager has a proven track record of managing the Global Quality Growth strategy which the Company's portfolio is managed in accordance with. The Board discusses the investment portfolio and its performance with the Investment Manager at each Board meeting.
Increased risk	Market risks The Company invests in a portfolio of international quoted equities. The prices of equity investments may be volatile and are affected by a wide variety of factors many of which can be unforeseen and are outwith the control of the investee company or the Investment Manager. These price movements could result in significant losses for the Company. Current events such as the ongoing wars in Ukraine and the Middle East have negatively impacted economic growth and may negatively affect investment values leading to the inability to buy, sell or value assets at a competitive price, thus having an adverse effect on the Company's results. The market risk has increased due to these pressures. The Company's functional currency and that in which it reports its results is Sterling. However, the majority of the Company's assets, liabilities and income are denominated in currencies other than Sterling. Consequently, movements in exchange rates will affect the Sterling value of those assets. The country in which a portfolio company is listed is furthermore not necessarily where it earns its profits and movements in exchange rates on overseas earnings may have a more significant impact upon a portfolio company's valuation than a simple translation of that company's share price into Sterling. The Company does not generally hedge its currency exposures and changes in exchange rates may lead to a reduction in the Company's NAV. The uncertainty of the global political landscape in a year of significant worldwide elections has impacted exchange rates and therefore resulted in a further increase to the Company's market risk. Globally, climate change effects and the risks of these are receiving increased focus. The extent of the impact of these risks is not yet fully understood and as a result these may not be correctly reflected in the share prices of investee companies	The Board considers that the risk of market volatility is mitigated by the longer-term nature of the investment objective and the Company's closed-ended structure, and that such investments should be a source of positive returns for shareholders over the long-term. Risks are diversified through having a range of investments in the portfolio with exposure to various geographies and sectors. The Investment Manager has a proven track record and reports regularly to the Board on market developments. At each Board meeting the Investment Manager is asked to provide explanations for the performance of the portfolio and the rationale for any changes in equity investments, sectors and geographies. Any use of derivatives to manage market risks requires Board approval. The Investment Manager takes material ESG risks into account when making investment decisions, as such risks can affect the prospects of a business. The Company invests in a broad portfolio of businesses with operations spread geographically, which should limit the impact of climate change events. The Board and its Investment Manager have regular discussions to assess the likely impact of inflation rates on the economy, corporate profitability and asset prices.
No change	Legal and regulatory risk Changes to the requirements of the framework of regulation and legislation (including rules relating to listed closed-end investment companies), within which the Company operates, could have a material adverse effect on the ability of the Company to carry on its business and maintain its listing. A change in the tax rules applicable to investment trusts, such as the introduction of capital gains tax, could affect the viability of investment trusts.	The Company relies on the services of the Company Secretary and Investment Manager to monitor ongoing compliance with relevant regulations, accounting standards and legislation. The Company Secretary and Investment Manager also appraise the Board of any prospective changes to the legal and regulatory framework so that any requisite actions can be planned. The Board receives quarterly compliance reports from the Investment Manager, the Alternative Investment Fund Manager (`AIFM'), Company Secretary and Administrator, and the Depositary confirming compliance with regulations. These reports also highlight any matter that the relevant compliance team feel should be brought to the Board's attention. The Company is a member of the Association of Investment Companies (the `AIC'). The AIC monitors regulatory change on behalf of its members and keeps the investment trust sector informed on this. Furthermore, the AIC promotes investment trust interests in any consultations on proposed regulatory change.
	Operational risks
No change	Reliance on third-party service providers The Company has no employees and all of the Directors have been appointed on a non-executive basis; all operations are outsourced to third-party service providers. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection or to perform its obligations to the Company at all as a result of insolvency, fraud, breaches of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on the Company's operations.	Experienced third-party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. The Board receives regular reports from its service providers and reviews the performance of its key service providers at least annually.
No change	Reliance on key personnel The Company's portfolio is managed by the Investment Manager and in particular the fund management team which has direct responsibility for portfolio selection. Any change in relation to the investment executives may adversely affect the performance of the Company.	The Lazard investment team is led by two key individuals, the global equity fund managers, each of whom has worked for Lazard for many years and have a successful track record. The fund managers are supported by a wider investment team.

 

Long-term Viability

 

Viability statement

In accordance with the Association of Investment Companies (the `AIC') Code of Corporate Governance, the Board has considered the longer-term prospects for the Company beyond the twelve months required by the going concern basis of accounting. The period of assessment, in line with our Key Information Document, is five years to 30 June 2029. The Board has concluded that this period is appropriate, taking into account the Company's investment objective and policy and the long-term investor outlook.

 

In reviewing the Company's viability, the Board considered the Company's business model, the principal risks and uncertainties, including geopolitical risks, volatility of inflation and interest rates and the ensuing market volatility as well as emerging risks such as climate change risks. The Company invests in listed securities and has a liquid portfolio.

 

The Board further considered the continued operation of the Company's buyback programme, as a discount control mechanism, in its viability assessment. It is assumed by the Board that the liquid nature of the portfolio means that investments can be sold as necessary to fund share buybacks.

 

In considering the Company's prospects over the next five years, the Directors have assumed that Lazard will, on behalf of the Company, continue to follow the Company's investment objective, that the Company's performance will continue to be attractive to shareholders, and that the Company will continue to meet the requirements to retain its status as an investment trust.

 

The Company is authorised to trade as an investment company and has the associated tax benefits. Any change to the Company's tax arrangements could affect the Company's viability as an effective investment vehicle.

 

The Board considered a five year forecast and a number of stress test scenarios in connection with a sustained fall in markets. The Board also considered the Company's ongoing income and expenses, the buyback programme and the liquidity of the Company's portfolio to ensure that the Company will be able to meet its liabilities as they fall due.

 

The conclusion of this review is that the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

 

Duty to Promote the Success of the Company

 

How the Directors discharge their duties under s172 of the Companies Act

 

Under section 172 of the Companies Act 2006, the Directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard to:

 

a)      the likely consequences of any decision in the long-term,

b)      the interests of the company's employees,

c)       the need to foster the company's business relationships with suppliers, customers and others,

d)      the impact of the company's operations on the community and the environment,

e)      the desirability of the company maintaining a reputation for high standards of business conduct, and

f)        the need to act fairly as between members of the company.

 

As an externally managed investment trust, the Company has no employees or physical assets. Our shareholders, our investee companies, our key external service provider, the Investment Manager, and other professional service providers, such as the AIFM, Company Secretary and Administrator, Depositary, Registrar, Auditor, Corporate Broker, Tax Adviser and any lenders are all considered to fall within the scope of section 172.

 

During the year ended 30 June 2024, the Board appointed Lazard to replace Artemis Fund Managers Limited (`Artemis') as Investment Manager with effect from October 2023. Following this change, the Board also appointed Juniper Partners Limited as AIFM, Company Secretary and Fund Administrator in place of Artemis and reappointed JP Morgan Europe Limited in place of Northern Trust Investor Services Limited, who had assumed the role of Depositary in March 2023 as part of a wider Artemis initiative.

 

Whilst certain responsibilities are delegated, the Board retains responsibility for promoting the success of the Company; the Directors' responsibilities are set out in the schedule of matters reserved for the Board and the terms of reference of its committees, all of which are reviewed regularly by the Board.

 

The Company's culture and values, as described in the Annual Financial Report, have been established by the Board to manage its key business relationships. The Company's approach on anti-bribery and prevention of tax evasion can be found in the Annual Financial Report and on the Company's website at midwynd.com.

 

Engagement with key stakeholders

 

Stakeholders	Benefits of engagement	How the Company engages with Stakeholders
Shareholders and potential investors	The Board is responsible for promoting the success of the Company for the benefit of the shareholders, taken as a whole, having regard to the matters listed above and its stakeholders. Communicating with shareholders and potential investors is essential to ensure the Board is fully aware of shareholder requirements so that it can respond to evolving shareholder needs. It is also important that the Company communicates its strategy and performance regularly and effectively to shareholders to ensure there continues to be demand for the Company's shares.	To achieve its objective of promoting the success of the Company, for the benefit of the shareholders, taken as a whole, the Board approaches engagement from two angles - how the Board communicates its strategy and performance to shareholders and potential investors and how it addresses feedback / communications received from shareholders and potential investors. Engagement with shareholders and potential investors is both by the Board and the Company's Investment Manager. Through the publication of the annual financial reports, the half-yearly reports, monthly factsheets, RNS announcements and updates to the Company's website, shareholders are kept informed of developments in Company strategy as well as Company performance and portfolio activities. The Investment Manager presents at conferences and webinars throughout the year. The Annual General Meeting presents a further opportunity for shareholders to meet the Board and Investment Manager in person. The Board receives regular feedback on shareholder meetings from the Company's broker and, where appropriate the Chairman. Any communications from shareholders and potential investors are reviewed and discussed by the Board at Board meetings to ensure that shareholder views are taken into consideration as part of any decisions taken. Shareholders and potential investors are encouraged to raise questions and communicate with the Chairman and the Investment Manager either through the Company's website or by attending and asking questions at the AGM. The Board considers communication with shareholders and potential investors an important function and Directors are always available to respond to shareholder queries. For further information see `Relations with shareholders' in the Annual Financial Report.
Investment Manager	Engagement with the Company's Investment Manager is necessary to: evaluate its performance against the Company's stated investment objective and to understand any risks or opportunities this may present; ensure the Investment Manager operates within parameters set by the Board; ensure the Board understands key performance issues to inform strategy and enable good communication with shareholders; provide the Board with assurances that the Investment Manager's internal controls are operating effectively; and ensure the Investment Manager's approach to the management of environmental, social and governance (`ESG') issues accords with the Board's values.	The Board, with the support of its Management Engagement Committee, regularly reviews the performance of the Investment Manager to ensure that services provided to the Company are managed efficiently and effectively for the benefit of the Company's shareholders. The Board meets formally with the Investment Manager at quarterly Board meetings. The Investment Manager presents a review of the quarter and any pertinent information on the portfolio and its transactions. Informal calls and ad hoc meetings occur throughout the year and especially at times of heightened market volatility. The Board reviews and discusses plans for the future marketing, strategy and development of the Company with the Investment Manager. Reports on the internal controls operated by the Investment Manager to safeguard the Company's assets and to ensure transactions are materially correct are received from the Investment Manager and reviewed by the Board and Audit Committee as appropriate.
Other third-party service providers	As an investment company, all services are outsourced to third-party service providers. In addition to investment management, other outsourced services include the AIFM, Company Secretary and Administrator, the Depositary, the Broker, the Registrar, the Company's Tax Adviser, the Auditor and any lender when applicable. The Company has detailed the parameters within which authority has been delegated and set service levels to monitor service provider performance. Engagement is important to ensure that: all service providers are delivering services in accordance with their service level agreements; any operational issues are discussed with the Board; and the Board receives appropriate assurances that the providers' internal controls are operating effectively.	The AIFM, Company Secretary and Administrator has frequent interaction with the key service providers and their performance is continually monitored throughout the year. The Management Engagement Committee annually reviews the performance of key service providers, along with their fee levels, and provides recommendations to the Board as required. As and when appropriate, third party providers present to the Board. Annual assurance reports are received to assist the review of the internal control environments of the AIFM, Company Secretary and Administrator and the Depositary and Registrar.
Investee companies	The Company's success relies on its choice of investments and the performance of those investments. Engagement by the Investment Manager with the investee companies has two principal aims: to aid the Investment Manager to understand investee companies, the risks and opportunities associated with them and the factors which drive their performance so as to make better investment decisions: and to drive positive change in investee companies through active stewardship. The aim of such engagement is to improve performance and hence shareholder returns.	The Board sets the investment objective and discusses stock selection and asset allocation with the Investment Manager at each Board meeting. The Investment Manager engages with the investee companies, prior to investment and on an on-going basis. The Board discusses with Lazard Asset Management how Environmental, Social and Governance (`ESG') factors are taken into account when selecting and retaining investments for the Company. The Board recognises the importance of ESG in the investment process. Lazard Asset Management endorses the UK Stewardship Code.
Board discussions and decisions Key discussions and decisions made by the Board since the last annual financial report:
Topic	Background & discussion	Decision
Share issuance and buyback	The Board discussed the on-going strategy of share issuance and buyback to assist in controlling the share premium/discount to NAV for the benefit of existing shareholders.	It was decided this strategy was working as required and the Board continued to give authority as required. The Company has been particularly active, during this period, to ensure that the Company's shares trade at a narrow discount to NAV, benefiting existing shareholders. To ensure the Company had sufficient shareholder authority to continue to operate the discount control mechanism (which seeks to maintain a share price within 2% of the Company's NAV), and reduce discount volatility, the Board resolved to seek additional authority from shareholders to continue to buy back the Company's shares. Shares bought back are held in Treasury and can be reissued in future at a cost lower to that incurred when issuing new share capital. This resolution was approved by 92.3% of shareholders at a general meeting convened on 29 July 2024.
Cost allocation policy	The Board discussed the cost allocation policy following the change of Investment Manager.	Having considered Lazard's investment style and the higher proportion of returns expected to come from capital appreciation as a result, the Board decided to amend the Company's cost allocation from 25% to revenue and 75% to capital to 10% to revenue and 90% to capital with effect from 1 July 2023.
Marketing and Distribution	Following the change of Investment Manager, the Board discussed the marketing and distribution of the Company to ensure that this aligns with the management strategy adopted and appeals to a wider shareholder base.	The Board holds regular discussions with the Marketing and Distribution teams at Lazard and has requested regular updates from the Company's Broker on the activities being undertaken. Various initiatives are underway in respect of these areas, including the development of a new website and branding for the Company.
Gearing	The Board discussed the current policy and whether gearing should be employed by the Company.	Having considered the option to use gearing the Board decided that there was no requirement in the short-term. The future use of gearing by the Company will be kept under review by the Board, recognising that the benefit to shareholders needs to outweigh the associated costs.
Director succession	The Board discussed succession of Directors being cognisant of the intended retirement of the Chairman, as well as the FCA's diversity targets introduced in 2022.	The Board has decided to appoint David Kidd as successor to Russell Napier, to assume the role of Chairman at the forthcoming AGM and for a term of three years. The Board recognises the benefits to the long-term success of the Company from appointing a Chairman from the existing Board members. The appointment will result in David serving on the Board for a total of eleven years at the point of his intended retirement in 2027. However, continuity of experience and skillset retention are key to the successful operation of the Board. A specialist headhunter was engaged during the year with the remit of seeking candidates from a broad range of diverse backgrounds whose skillset would complement existing Board members. The process is nearing completion and the Board expects to appoint a new Director in due course.

 

The Board's primary focus is to promote the long-term success of the Company for the benefit of the Company's shareholders. In doing so, the Board has regard to the impact of its actions on other stakeholders as described above.

 

Directors & diversity

 

The Directors of the Company and their biographical details are set out in the Annual Financial Report.

 

No Director has a contract of service with the Company.

 

The Board supports the recommendations of the Hampton-Alexander Review on gender diversity and the Parker Review on ethnic representation on Boards.

 

The Board recognises the principles of diversity in the boardroom and acknowledges the benefits of having greater diversity, including gender, social and ethnic backgrounds, and cognitive and personal strengths. When setting a new appointment brief, the Nomination Committee considers diversity alongside seeking to ensure that the overall balance of skills and knowledge that the Board has remains appropriate, so that it can continue to operate effectively.

 

The Board is currently comprised of four male Directors and one female Director.

 

The FCA announced a new policy statement on diversity and inclusion on company boards in April 2022. Companies are required to comply with the targets or explain the reasons for non-compliance. Outlined below is an overview of the targets and the Company's compliance as at 30 June 2024 in accordance with Listing Rule 9.8.6R(9):

 

• 40% of the Board is represented by women: as at 30 June 2024 the Company only has one female Director. The Company therefore does not meet this diversity target but expects to rectify this position in the latest Director recruitment process which is almost complete.
• One woman in a senior position: during the year to 30 June 2024, Diana Dyer Bartlett held the position of Chair of the Audit Committee. In the absence of Executive roles, the Company considers the role of Chairman of the Audit Committee to qualify as a senior position. The Board therefore considers that it met this target.
• One individual from a minority ethnic background: as at 30 June 2024, no individuals on the Board are from a minority ethnic background. The Company therefore does not meet this diversity target but expects to rectify this position in the latest Director recruitment process which is almost complete.

 

The following tables set out the data on the diversity of the Directors on the Company's Board in accordance with Listing Rule 9.8.6R(10) as at 30 June 2024. This data has been collected through consultation with the Board. There have been no changes in the below data since 30 June 2024.

 

	Number of Board members	Percentage of the Board	Number of senior positions on the Board	Number in executive management3	Percentage of executive management3
Men	4	80%	21	N/A	N/A
Women	1	20%	12	N/A	N/A
Not specified/prefer not to say	-	-	-	N/A	N/A

 

1 Russell Napier is the Chairman of the Board and David Kidd is the Senior Independent Director, both of which are senior positions as defined by the Listing Rules.

2 Diana Dyer Bartlett is the Chairman of the Audit Committee. Although this is not a senior position as defined by the Listing Rules, in the absence of executive roles, the Company considers this role to be a senior position.

3 Not applicable as the Company does not have an executive management team.

 

	Number of Board members	Percentage of the Board	Number of senior positions on the Board	Number in executive management2	Percentage of executive management2
White British or other White	5	100%	31	N/A	N/A
Mixed/Multiple ethnic groups	0	0%	0	N/A	N/A
Asian/Asian British	0	0%	0	N/A	N/A
Black/African/Caribbean/Black British	0	0%	0	N/A	N/A
Not specified/prefer not to say	-	-	-	N/A	N/A

 

1 The Chairman of the Board and Senior Independent Director are senior positions as defined by the Listing Rules. In the absence of executive roles, the Company also considers the Chairman of the Audit Committee to be a senior position.

2 Not applicable as the Company does not have an executive management team.

 

The Board does not currently meet the targets set by the FCA owing to its small size and the fact that Director rotation does not take place every year.

 

A specialist headhunter has been retained by the Board to seek a new Board Director in 2024. The remit given was to seek a diverse candidate pool, especially those who would extend the Board's gender and ethnic minority representation. This process is nearing completion at which point the Board envisages meeting the FCA targets.

 

Modern Slavery Act 2015

 

The Company does not fall within the scope of the Modern Slavery Act 2015 as its turnover is less than £36m. Therefore, no slavery and human trafficking statement is included in the Annual Financial Report.

 

For and on behalf of the Board,

 

Russell Napier

Chairman

6 September 2024

 

Statement of Directors' Responsibilities in respect of the Annual Financial Report and the Financial Statements

 

Statement of Directors' Responsibilities

 

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

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 `The Financial Reporting Standard Applicable in the UK and Republic of Ireland'.

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing each of the 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 UK Accounting Standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. 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.

 

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

 

The financial statements are published on a website, midwynd.com, maintained by the Company's Investment Manager. Responsibility for the maintenance and integrity of the corporate and financial information relating to the Company on this website has been delegated to the Investment Manager by the Directors. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

We confirm that to the best of our knowledge:

 

(a)    the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position of the Company as at 30 June 2024 and of the profit for the year then ended;

(b)    in the opinion of the Directors, the Annual Financial Report taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy; and

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

 

For and on behalf of the Board,

 

Russell Napier

Chairman

6 September 2024

 

Financial Statements

 

Statement of Comprehensive Income

For the year ended 30 June

 

	2024 Revenue £'000	2024 Capital £'000	2024 Total £'000	2023 Revenue £'000	2023 Capital £'000	2023 Total £'000
Gains on investments	-	49,019	49,019	-	19,123	19,123
Currency gains	-	61	61	-	636	636
Income	5,650	110	5,760	8,725	-	8,725
Investment management fee	(134)	(1,207)	(1,341)	(575)	(1,726)	(2,301)
Other expenses	(665)	(218)	(883)	(572)	(8)	(580)
Net return before finance costs and taxation	4,851	47,765	52,616	7,578	18,025	25,603
Finance costs of borrowings	(2)	(21)	(23)	(167)	(506)	(673)
Net return on ordinary activities before taxation	4,849	47,744	52,593	7,411	17,519	24,930
Taxation on ordinary activities	(448)	(71)	(519)	(884)	-	(884)
Net return on ordinary activities after taxation	4,401	47,673	52,074	6,527	17,519	24,046
Net return per ordinary share	8.00p	86.66p	94.66p	10.01p	26.86p	36.87p

 

The total column of this statement is the profit and loss account of the Company.

 

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

 

The net return for the year disclosed above represents the Company's total comprehensive income.

 

Statement of Financial Position

As at 30 June

 

	2024 £'000	2023 £'000
Non-current assets
Investments held at fair value through profits or loss	398,094	438,938
Current assets
Debtors	1,950	675
Cash and cash equivalents	5,742	12,243
	7,692	12,918
Creditors
Amounts falling due within one year	(1,692)	(2,830)
Net current assets	6,000	10,088
Total net assets	404,094	449,026
Capital and reserves
Called up share capital	3,320	3,320
Capital redemption reserve	16	16
Share premium	242,115	242,115
Capital reserve	152,673	196,730
Revenue reserve	5,970	6,845
Shareholders' funds	404,094	449,026
Net asset value per ordinary share	810.22p	719.84p

 

These financial statements were approved by the Board of Directors and signed on its behalf on 6 September 2024.

 

Russell Napier

Chairman

 

Statement of Changes in Equity

 

For the year ended 30 June 2024
	Share capital  £'000	Capital redemption reserve  £'000	Share premium  £'000	Capital reserve1,2 £'000	Revenue reserve2 £'000	Shareholders' funds £'000
Shareholders' funds at 1 July 2023	3,320	16	242,115	196,730	6,845	449,026
Net return on ordinary activities after taxation	-	-	-	47,673	4,401	52,074
Repurchase of shares into Treasury	-	-	-	(91,730)	-	(91,730)
Dividends paid	-	-	-	-	(5,276)	(5,276)
Shareholders' funds at 30 June 2024	3,320	16	242,115	152,673	5,970	404,094
For the year ended 30 June 2023
	Share capital  £'000	Capital redemption reserve  £'000	Share premium  £'000	Capital reserve1,2 £'000	Revenue reserve2 £'000	Shareholders' funds £'000
Shareholders' funds at 1 July 2022	3,271	16	235,110	206,979	7,277	452,653
Net return on ordinary activities after taxation	-	-	-	17,519	6,527	24,046
Issue of new shares (net of costs)	49	-	6,946	-	-	6,995
Issue of shares from Treasury	-	-	59	1,116	-	1,175
Repurchase of shares into Treasury	-	-	-	(28,884)	-	(28,884)
Dividends paid	-	-	-	-	(6,959)	(6,959)
Shareholders' funds at 30 June 2023	3,320	16	242,115	196,730	6,845	449,026

 

1 Capital reserve as at 30 June 2024 includes realised gains of £101,175,000 (30 June 2023: £155,914,000).

2 The Company may pay dividends from both the capital reserve and the revenue reserve.

 

Statement of Cash Flows

For the year ended 30 June

 

	2024 £'000	2024 £'000	2023 £'000	2023 £'000
Net cash outflow from operations before dividends and interest		(2,649)		(3,770)
Dividends received from investments	5,672		9,256
Interest received	133		286
Interest paid	(23)		(704)
		5,782		8,838
Net cash inflow from operating activities		3,133		5,068
Cash flow from investment activities
Purchase of investments	(375,073)		(554,175)
Sale of investments	463,853		585,162
Realised currency gains	65		28
Net cash generated from investing activities		88,845		31,015
Cash flow from financing activities
Issue of new shares, net of costs	-		6,995
Issue of shares from Treasury	-		1,175
Repurchase of shares to Treasury, net of costs	(93,200)		(26,804)
Dividends paid	(5,276)		(6,959)
Net repayment of credit facility	-		(5,292)
Net cash outflow from financing activities		(98,476)		(30,885)
Net (decrease)/increase in cash and cash equivalents		(6,498)		5,198
Cash and cash equivalents at start of the year		12,243		7,096
(Decrease)/increase in cash in the year		(6,498)		5,198
Currency losses on cash and cash equivalents		(3)		(51)
Cash and cash equivalents at end of the year		5,742		12,243

 

Notes to the Financial Statements

2. Accounting policies

 

The financial statements are prepared on a going concern basis under the historical cost convention modified to include the revaluation of investments.

 

The financial statements have been prepared in accordance with the Companies Act 2006, applicable United Kingdom accounting standards, including Financial Reporting Standard (`FRS') 102, and the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the `SORP') issued by the Association of Investment Companies (the `AIC') in July 2022.

 

In order to better reflect the activities of the Company and in accordance with guidance issued by the AIC, supplementary information which analyses the profit and loss account between items of a revenue and capital nature has been presented in the Statement of Comprehensive Income.

 

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when it becomes a party to the contractual provisions of the instrument.

 

No significant estimates or judgements have been made in the preparation of the financial statements.

 

The Directors consider the Company's functional currency to be Sterling as the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment.

 

3. Income

 

	2024 £'000	2023 £'000
Income from investments
Overseas dividends	5,030	7,447
UK dividends	597	992
	5,627	8,439
Other income
Bank interest	133	286
Total income	5,760	8,725
Total income comprises:
Dividends and UK interest from financial assets designated at fair value through profit or loss	5,627	8,439
Other income	133	286
Total income	5,760	8,725

 

 

4. Dividends paid and proposed

 

	2024	2023	2024 £'000	2023 £'000
Amounts recognised as distributions in the year:
Previous year's final dividend	3.95p	3.70p	2,253	2,431
Previous year's special dividend	1.70p	3.00p	969	1,972
First interim dividend	3.85p	3.85p	2,054	2,556
Total dividend	9.50p	10.55p	5,276	6,959
Set out below are the total dividends paid and payable in respect of the financial year. The revenue available for distribution by way of dividend for the year is £4,401,000 (2023: £6,527,000).
	2024	2023	2024 £'000	2023 £'000
Dividends paid and payable in respect of the year:
First interim dividend	3.85p	3.85p	2,054	2,556
Proposed final dividend	4.15p	3.95p	1,998	2,463
Special dividend	-	1.70p	-	667
Total dividend	8.00p	9.50p	4,052	5,686

 

5. Net return per ordinary share

 

	2024 Revenue	2024 Capital	2024 Total	2023 Revenue	2023 Capital	2023 Total
Net return on ordinary activities after taxation	8.00p	86.66p	94.66p	10.01p	26.86p	36.87p

 

Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation for the financial year of £4,401,000 (2023: £6,527,000) and on 55,010,567 (2023: 65,211,820) ordinary shares, being the weighted average number of ordinary shares in issue (excluding Treasury shares) during the year.

 

Capital gain per ordinary share is based on the net capital gain on ordinary activities after taxation for the financial year of £47,673,000 (2023: gain £17,519,000) and on 55,010,567 (2023: 65,211,820) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

6. Net asset value per ordinary share

 

The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end were as follows:

 

	2024 Net asset value per share	2024 Net assets £'000	2023 Net asset value per share	2023 Net assets £'000
Ordinary shares	810.22p	404,094	719.84p	449,026
During the year the movements in the assets attributable to the ordinary shares were as follows:
			2024 £'000	2023 £'000
Total net assets as 1 July			449,026	452,653
Total recognised gains for the year			52,074	24,046
Issue of new shares			-	6,995
Issue of shares from Treasury			-	1,175
Repurchase of shares into Treasury			(91,730)	(28,884)
Dividends paid			(5,276)	(6,959)
Total net assets at 30 June			404,094	449,026

 

Net asset value per ordinary share is based on net assets as shown above and on 49,874,356 (2023: 62,378,452) ordinary shares, being the number of ordinary shares in issue at the year end.

 

7. Transactions with the Investment Manager and related parties

 

The investment management fees payable to Artemis and Lazard are disclosed in the Statement of Comprehensive Income within the Annual Financial Report. The amount outstanding to Lazard at 30 June 2024 was £738,000 (2023: amount outstanding to Artemis was £561,000). The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies and therefore the Investment Manager is not considered to be a related party.

 

Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report within the Annual Financial Report.

 

8. Annual Financial Report

 

This Annual Financial Report announcement does not constitute the Company's statutory accounts for the years ended 30 June 2024 and 30 June 2023 but is derived from those accounts. Statutory accounts for the year ended 30 June 2023 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 June 2024 and the year ended 30 June 2023 both received an audit report which was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Companies Act 2006 respectively. The statutory accounts for the year ended 30 June 2024 will be delivered to the Registrar of Companies shortly.

 

The audited Annual Financial Report for the year ended 30 June 2024 will be posted to shareholders shortly. Copies may be obtained from the Company's registered office at 28 Walker Street, Edinburgh, EH3 7HR or at midwynd.com.

 

The Annual General Meeting of the Company will be held on Wednesday, 23 October 2024.

 

For further information, please contact:

 

Juniper Partners Limited

Company Secretary

 

Email: cosec@junipartners.com

Enquiries: 0131 378 0500