Annual Report and Financial Statements
CT Global
Managed
Portfolio
Trust PLC
For the year ended:
31 May 2022
Formerly BMO Managed Portfolio Trust PLC
CT Global Managed Portfolio Trust PLC
Contents
Overview
Company Name and Overview 1
Income Shares – 2022
Highlights and Performance Summary 2
Growth Shares – 2022
Highlights and Performance Summary 4
Long-term Summary 6
Strategic Report
Chairman’s Statement 7
Purpose, Strategy and Business Model 11
Key Performance Indicators 13
Investment Manager’s Review 14
Income Shares – Investment Portfolio 20
Growth Shares – Investment Portfolio 22
Sustainability and ESG 24
Promoting the Success of the Company 26
Principal Risks and Uncertainties and Viability Statement 28
Policy Summary 31
Governance Report
Board of Directors 33
Report of the Directors 34
Corporate Governance Statement 41
Report of the Nomination Committee 44
Report of the Management Engagement Committee 45
Report of the Audit Committee 46
Directors’ Remuneration Report 50
Statement of Directors’ Responsibilities 53
Independent Auditor’s Report
54
Financial Report
Financial Statements 60
Notes to the Financial Statements 65
AIFMD Disclosures 87
Notice of Meeting
Notice of Annual General Meeting 88
Other Information
Capital Structure 93
Shareholder Information 94
How to Invest 96
Historic Record 97
Alternative Performance Measures (“APMs”) 98
Glossary of Terms 102
Corporate Information 104
Financial Calendar
Annual General Meeting 29 September 2022
Deadlines for submitting conversion instructions:
– for Columbia Threadneedle Investments savings plan investors
– for non-Columbia Threadneedle Investments savings plan investors
23 September 2022
30 September 2022
First interim dividend paid (XD Date 15 September 2022) 7 October 2022
Share conversion facility date 27 October 2022
Second interim dividend paid (XD Date 15 December 2022) 6 January 2023
Announcement of interim results for six months to 30 November 2022 January 2023
Third interim dividend paid (XD Date 16 March 2023) 11 April 2023
Fourth interim dividend paid (XD Date 15 June 2023) 7 July 2023
Announcement of annual results and posting of Annual Report July 2023
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are
recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) if you are in
the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your shares in
CT Global Managed Portfolio Trust PLC please forward this document, together with the accompanying documents, immediately to the purchaser
or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or
transferee. If you have sold or otherwise transferred only part of your holding of shares, you should retain these documents.
Report and Accounts 2022 | 1
Overview
Company Name and Overview
Change of Name
With effect from 29 June 2022, the name of the Company was changed
by resolution of the Board to CT Global Managed Portfolio Trust PLC.
CT Global Managed Portfolio Trust PLC (the 'Company') (formerly
BMO Managed Portfolio Trust PLC) is an investment trust and was
launched on 16 April 2008. Its shares are listed on the premium
segment of the Official List of the Financial Conduct Authority and
traded on the main market of the London Stock Exchange.
Purpose
The purpose of the Company is to provide investors with access
to a broad spread of investment companies, covering a variety of
geographies, sectors and investment managers, with the objective of
providing both income and growth, while spreading investment risk.
Share Classes
The Company has two classes of shares with two separate
investment portfolios:
the Income shares, where the investment focus is to provide an
attractive level of income, together with some capital growth; and
the Growth shares, where the investment focus is to achieve
capital growth.
The ability to switch between the two share classes annually, in
a tax efficient manner, offers flexibility to those investors whose
requirements may change over time.
The benchmark index for both the Income Portfolio and the Growth
Portfolio is the FTSE All-Share Index.
Visit our website at
ctglobalmanagedportfolio.co.uk
The Company is registered in Scotland with company registration number SC338196
Legal Entity Identifier: 213800ZA6TW45NM9YY31
Forward-looking statements
This document may contain forward-looking statements with respect to the financial condition, results of operations and business of the Company. Such statements
involve risk and uncertainty because they relate to future events and circumstances that could cause actual results to differ materially from those expressed or
implied by forward-looking statements. The forward-looking statements are based on the Directors’ current views and on information known to them at the date of
this document. Nothing should be construed as a profit forecast.
INVESTMENT
COMPANY OF THE
YEAR AWARDS 2020
The Association of
Investment Companies
In association with
WINNER
FLEXIBLE INVESTMENT
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2 | CT Global Managed Portfolio Trust PLC
Overview
+7.3%
Dividend increased
Annual dividend increased by 7.3% to 6.65p per Income share compared to the
prior year.
+5.1%
Dividend yield
(1)
Dividend yield of 5.1% at 31 May 2022, based on total dividends for the financial
year of 6.65p per Income share. This compares to the yield on the FTSE All-Share
Index of 3.3%. Dividends are paid quarterly.
-1.5%
NAV total return
(1)
Net asset value total return per Income share of -1.5% for the financial year,
underperforming the total return of the FTSE All-Share Index (+8.3%) by -9.8%.
-4.4%
Share price total return
(1)
Share price total return per Income share of -4.4% for the financial year,
underperforming the total return of the FTSE All-Share Index (+8.3%) by -12.7%.
+7.1%
CAGR
(1)
Long-term performance
Net asset value total return per Income share of +162.9% since launch on 16 April
2008, the equivalent of +7.1% compound per year. This has outperformed the total
return of the
FTSE All-Share Index of +127.0%, the equivalent of +6.0% compound
per year.
(1)
Yield, total return and compound annual growth rate ("CAGR") – see Alternative Performance Measures on pages 98 to 101.
Investors are reminded that the value of investments and any income from them may go down as well as up and they may not
receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on
individual circumstances.
Income Shares – 2022 Highlights
Report and Accounts 2022 | 3
Overview
Income Shares – Performance Summary
Total Return
(1)
Year ended
31 May
2022
Year ended
31 May
2021
Net asset value per Income share -1.5% +29.0%
Income share price -4.4% +28.2%
FTSE All-Share Index +8.3% +23.1%
Other Financial Highlights
Year ended
31 May
2022
Year ended
31 May
2021 Change
Net asset value per Income share – capital only 133.67p 142.22p -6.0%
Income share price – capital only 131.00p 143.50p -8.7%
FTSE All-Share Index – capital only 4,201.96 4,016.13 +4.6%
Revenue return per share (including net income transfer from Growth shares) 6.85p 6.59p +3.9%
Dividends per Income share 6.65p 6.20p +7.3%
Dividend yield
(1)
5.1% 4.3%
-Discount/+premium
(1)
-2.0% +0.9%
Ongoing charges
(1)
– excluding performance fee and ongoing charges of underlying funds
– including performance fee but excluding ongoing charges of underlying funds
AIC methodology, excluding performance fee but including ongoing charges of underlying funds
1.04%
1.04%
2.07%
1.08%
1.51%
2.26%
Year’s Highs/Lows
Highs
2022
Lows
2022
Net asset value per Income share
146.5p 125.2p
Income share price
148.0p 126.5p
+Premium/-discount
(2)
+5.7% -2.6%
(1)
Total return, yield, +premium/-discount and ongoing charges – see Alternative Performance Measures on pages 98 to 101.
(2)
+Premium/-discount high – widest premium/narrowest discount in year. +Premium/-discount low – narrowest premium/widest discount in year.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon.
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4 | CT Global Managed Portfolio Trust PLC
Overview
Growth Shares – 2022 Highlights
-11.4%
NAV total return
(1)
Net asset value total return per Growth share of -11.4% for the financial year,
underperforming the total return of the FTSE All-Share Index (+8.3%) by -19.7%.
-11.9%
Share price total return
(1)
Share price total return per Growth share of -11.9% for the financial year,
underperforming the total return of the FTSE All-Share Index (+8.3%) by -20.2%.
+6.7%
CAGR
(1)
Long-term growth
The net asset value per Growth share has increased by +149.4% since launch on
16 April 2008, the equivalent of +6.7% compound per year. This has outperformed
the total return of the FTSE All Share Index of +127.0%, the equivalent of +6.0%
compound per year.
Outperformance
Longer term outperformance of the benchmark
The net asset value total return per Growth share has outperformed the total
return of the FTSE All
-Share Index over three years, five years, ten years and
from launch to 31 May 2022
(1)
Total return and compound annual growth rate – see Alternative Performance Measures on pages 98 to 101.
Investors are reminded that the value of investments and any income from them may go down as well as up and they may
not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend
on individual circumstances.
Report and Accounts 2022 | 5
Overview
Growth Shares – Performance Summary
Total Return
(1)
Year ended
31 May
2022
Year ended
31 May
2021
Net asset value per Growth share -11.4% +32.5%
Growth share price -11.9% +30.7%
FTSE All-Share Index +8.3% +23.1%
Other Financial Highlights
Year ended
31 May
2022
Year ended
31 May
2021 Change
Net asset value per Growth share – capital only 244.41p 276.01p -11.4%
Growth share price – capital only 244.00p 277.00p -11.9%
FTSE All-Share Index – capital only 4,201.96 4,016.13 +4.6%
-Discount/+premium
(1)
-0.2% +0.4%
Ongoing charges
(1)
– excluding performance fee and ongoing charges of underlying funds
– including performance fee but excluding ongoing charges of underlying funds
AIC methodology, excluding performance fee but including ongoing charges of underlying funds
0.96%
0.96%
1.71%
1.03%
1.43%
1.96%
Year’s Highs/Lows
Highs
2022
Lows
2022
Net asset value per Growth share
299.5p 235.6p
Growth share price
298.0p 240.0p
+Premium/-discount
(2)
+6.7% -1.9%
(1)
Total return, -discount/+premium and ongoing charges – see Alternative Performance Measures on pages 98 to 101.
(2)
+Premium/-discount high – widest premium/narrowest discount in year. +Premium/-discount low – narrowest premium/widest discount in year.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
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6 | CT Global Managed Portfolio Trust PLC
Overview
Long-term Summary
Income Shares – Ten Year Dividend History for Financial Year to 31 May
1st Interim 2nd Interim 3rd Interim 4th Interim Special
0
1
2
3
4
5
6
7
2013 2014 2015 2016 2017 201820192020202
12
022
Pence per Income share
NAV Total Return Performance to 31 May 2022 Compound Annual Growth Rate to 31 May 2022
Share Price Total Return Performance to 31 May 2022 Compound Annual Growth Rate to 31 May 2022
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
CT Global Managed Portfolio Tr ust - Income shares NAV total return
CT Global Managed Portfolio Tr ust - Growth shares NAV total return
Benchmark: FTSE All-Share Index total return
12%
10%
8%
6%
4%
2%
0%
3 Years 5 Years 10 Years From launch -
16 April 2008
5.6
6.0
5.8
4.5
5.6
4.1
8.7
10.0
8.1
7.1
6.7
6.0
3 Years5 Years10 YearsFrom Launch -
16 April 2008
CT Global Managed Portfolio Trust - Income shares NAV total return
CT Global Managed Portfolio Trust - Growth shares NAV total return
Benchmark: FTSE All-Share Index total return
19.1
17.8
18.4
31.5
24.4
22.2
160.1
130.6
117.0
149.4
162.9
127.0
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
200%
CT Global Managed Portfolio Trust - Income share price total return
CT Global Managed Portfolio Trust - Growth share price total return
Benchmark: FTSE All-Share Index total return
12%
10%
8%
6%
4%
2%
0%
3 Years 5 Years 10 Years From launch -
16 April 2008
4.1
5.8
5.8
3.5
5.2
4.1
8.4
10.1
8.1
6.7
6.5
6.0
3 Years5 Years10 YearsFrom Launch -
16 April 2008
CT Global Managed Portfolio Trust - Income share price total return
CT Global Managed Portfolio Trust - Growth share price total return
Benchmark: FTSE All-Share Index total return
18.4
12.8
18.4
29.1
18.7
22.2
162.4
125.0
117.0
144.0
150.8
127.0
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
200%
Report and Accounts 2022 | 7
Strategic Report
Performance
For the Company’s financial year to 31 May 2022 the NAV
total return (capital performance plus the reinvestment of any
dividends paid) was -1.5% for the Income shares and -11.4% for
the Growth shares, both of which underperformed the +8.3%
total return for the FTSE All-Share Index, the benchmark index
for both share classes. It was particularly disappointing that the
Growth Portfolio, after nine consecutive years of being ahead
of the benchmark, gave up so much ground during the second
half of the financial year. The Income Portfolio followed a similar
trend although of a much lesser magnitude.
Performance Over 1 Year (Rebased to 100 at 31 May 2021)
115
110
105
100
95
90
85
80
31 May
2021
31 August
2021
30 November
2021
28 February
2022
31 May
2022
Income shares - NAV total return
Growth shares - NAV total return
Benchmark
Source: Refinitiv Eikon
The about turn in performance started very early in December
and was caused by major changes in a series of macro factors
which rapidly affected investor sentiment towards financial
markets. The rise in inflation accelerated and then the first
increase in interest rates occurred which was reflected in the
beginning of a marked rise in bond yields. This was behind the
change in leadership within equity markets from companies with
secular growth characteristics – which had led markets upwards
for a number of years, especially so during the pandemic – to
old economy companies with value characteristics e.g. oils,
miners, tobaccos and banks. This is discussed more fully in the
Investment Manager’s Review.
Whilst the financial year to 31 May 2022 was difficult in terms
of performance, the NAV total return of both share classes
outperformed the benchmark over five years, ten years and from
launch to 31 May 2022.
For Income shareholders, I am pleased to report that dividends
have now been increased in each of the last eleven years.
For Growth shareholders seeking long term performance, it is
pleasing to note that their net asset value compound annual
growth rates have been 6.0%, 5.6% and 10.0% over three years,
five years and ten years respectively.
Revenue and Dividends
For the financial year ended 31 May 2022, four interim dividends
have now been paid, totalling 6.65p per Income share (6.20p
per Income share for the previous financial year). The fourth
interim dividend was paid after the year-end on 8 July 2022.
Strategic Report
This Strategic Report, which includes pages 7 to 32 and incorporates the Chairman’s Statement, has
been prepared in accordance with the Companies Act 2006.
Dividend yield on the Income shares of 5.1% at 31 May 2022
Eleventh consecutive year of dividend increases
David Warnock, Chairman
Chairman’s Statement
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8 | CT Global Managed Portfolio Trust PLC
Strategic Report
In order to make the interim dividends of more equal amounts,
the first three interim dividends were increased to 1.55p per
Income share (1.40p per Income share for the previous financial
year). The fourth interim dividend was maintained at the same
rate as in the prior financial year (of 2.00p per Income share)
and, therefore, the total annual dividend increased by 7.3% in
comparison to the prior financial year. This has been achieved
while adding £80,000 to the revenue reserve.
This is the eleventh consecutive year of increase and, as a
result, the yield on the Income shares was 5.1% on the year-end
Income share price, compared with 3.3% for the FTSE All-Share
Index.
From an income perspective, the overall revenue generated
showed a healthy increase on the previous year and was better
than had been expected. Dividend growth came through from
a number of holdings, particularly in the UK equity income and
alternatives sectors. The increase in exposure to UK equity
trusts also enhanced Portfolio revenue growth.
In the absence of unforeseen circumstances, it is the Board’s
current intention, in accordance with the Company’s stated
dividend policy, to pay four quarterly interim dividends of at least
1.67p per Income share and that the aggregate dividends for the
financial year to 31 May 2023 will be at least 6.68p per Income
share.
After allowing for the payment of the fourth interim dividend, CT
Global Managed Portfolio Trust has a revenue reserve of £2.2
million, approximately 68% of the current annual dividend cost
(at 6.68p per Income share). In addition, following approval from
shareholders at the 2021 AGM and also the Scottish Court of
Session, the Company’s share premium account was cancelled
with effect from 26 May 2022 and a new distributable reserve
(2022 special reserve) created in both Portfolios. The £29.6
million of this reserve attributable to the Income Portfolio can be
used to pay or supplement the payment of dividends to Income
shareholders and therefore both this and the revenue reserve
are important buffers which can be used if and when considered
appropriate by the Board.
Borrowing
During the financial year, the Company renewed its borrowing
facilities with The Royal Bank of Scotland International Limited. It
entered into an unsecured loan facility for £5 million for a three-
year term at a fixed rate of 2.78% (which was fully drawn down in
the Income Portfolio) and also a three-year unsecured revolving
credit facility (“RCF”) for £5 million. These facilities are available
until 10
February 2025. At the year-end, £2 million of the RCF
had been drawn down in the Income Portfolio, resulting in total
borrowings of £7 million in the Income Portfolio (9.7% of gross
assets) and zero in the Growth Portfolio.
The Board is responsible for the Company’s gearing strategy and
sets parameters within which the Investment Manager operates.
Borrowings are not normally expected to exceed 20% of the
total assets of the relevant Portfolio; in practice they have been
modest and primarily used to enhance income in the Income
Portfolio by investing in higher yielding alternatives funds.
Management of Share Premium and Discount to NAV
In normal circumstances we aim to maintain the discount to
NAV at which our shares trade at not more than 5%. In practice
over the years the shares have generally traded close to NAV.
During the financial year to 31 May 2022, we have been able
to maintain an average premium of 1.0% for both the Income
shares and the Growth shares.
We are active in issuing shares to meet demand and equally
buying back when this is appropriate. During the financial year
1,480,000 new Income shares and 1,085,000 new Growth
shares were issued from the Company’s block listing facilities
at an average premium to their respective NAVs of 1.6% and no
Income shares or Growth shares were bought back.
The Board is seeking shareholders’ approval to renew the
powers to allot shares, buy back shares and sell shares from
treasury at the forthcoming Annual General Meeting (‘AGM’).
Specifically, the Board is seeking approval to allow the Company
to issue up to 20% of its Income shares and up to 20% of its
Growth shares without rights of pre-emption and in this respect
there are two resolutions proposed. Each resolution is for up to
10% and, therefore, for an aggregate of up to 20% of each of the
Income shares and Growth shares. This approach allows any
shareholder who may not wish to give approval to an aggregate
limit higher than that recommended by corporate governance
guidelines the ability to approve the first resolution for up to
10% and to also consider the second resolution separately for
a further 10%. The Board believes the ability to issue and buy
back shares helps to reduce the volatility in the premium or
discount of the share prices to the NAVs and the 20% overall
share allotment authority and the 14.99% buy back authority
with respect to both the Income shares and Growth shares are
therefore in the interests of all shareholders.
Share Conversion Facility
Shareholders have the opportunity to convert their Income
shares into Growth shares or their Growth shares into Income
shares annually subject to minimum and maximum conversion
thresholds which may be reduced or increased at the discretion
of the Board.
The ability to convert without incurring UK capital gains tax
should be an attractive facility for shareholders who wish to
do so, and the next conversion date (subject to minimum and
maximum thresholds) will be on 27 October 2022. Information is
Report and Accounts 2022 | 9
Strategic Report
provided on pages 94 to 95 and full details will be provided on
the Company’s website (ctglobalmanagedportfolio.co.uk) from
11
August 2022.
Board Changes
David Harris will retire following the conclusion of the
forthcoming Annual General Meeting on 29 September 2022.
David was appointed as a director at the launch of the Company
in 2008, and the Board would like to convey its thanks to him for
his contribution since then. David is also the Senior Independent
Director and I am pleased to say that Sue Inglis has agreed to
fulfil this role following David’s retirement.
As part of its succession plan, the Board was pleased to appoint
Shauna Bevan as a non-executive Director with effect from
9 June 2022 and we believe her investment experience and
industry knowledge will add considerable value to the Board.
Shauna’s biographical details are set out on page 33 and her
election will be proposed to shareholders for approval at the
forthcoming AGM on 29 September 2022.
Following the year-end, the Board also agreed to establish a
Marketing Committee. Simon Longfellow, who has extensive
experience of marketing investment trusts to retail investors, will
chair the Committee, which will meet at least twice a year. The
objective of the Committee is to increase investors’ awareness
of CT Global Managed Portfolio Trust and its key attributes
through appropriate initiatives. We believe the Company, which
provides investors with access to a broad spread of investment
companies, covering a variety of geographies, sectors and
investment managers, together with its strong long-term
performance is particularly well suited to the retail segment of
the market.
Our Manager and Company Name
As reported in our Interim Report, on 8 November 2021,
Columbia Threadneedle Investments, part of Ameriprise
Financial, acquired BMO’s EMEA asset management business,
which included the Company’s Manager, BMO Investment
Business Limited.
As part of the acquisition agreement, permission was granted
to use the BMO prefix for an interim period. The Manager has
now brought its business under the Columbia Threadneedle
Investments brand and removed the BMO name at the start of
July. Consequently, a change of name for your Company was
necessary and the Board resolved to change it to CT Global
Managed Portfolio Trust PLC with effect from 2
9 June 2022.
CT is the mnemonic of Columbia Threadneedle Investments. A
number of other investment trusts previously branded BMO and
also funds managed by and branded as Columbia Threadneedle
have also adopted the CT prefix.
The CT brand will receive considerable marketing support from
the Manager and its savings plans have also changed name
from BMO to CT. Consequently, it appeared that the change
of name was logical and the inclusion of ‘Global’ will help
to articulate the mandate of the Company and illustrate the
spread of geographies covered within its investment Portfolios.
These changes (which included the renaming of the Company’s
website and the ticker codes for the Income shares and Growth
shares on the London Stock Exchange which changed to CMPI
and CMPG respectively) took effect towards the start of July.
There is however no change to the personnel running the
activities of your Company in terms of both fund management
and administration. The Manager’s name has also changed to
Columbia Threadneedle Investment Business Limited.
The Board has been kept up to date with the integration of the
BMO and Columbia Threadneedle Investments businesses
and the commitment to BMO’s investment trust business and
the savings plans is also welcome. The change of ownership
and subsequent developments are issues that the Board will
continue to monitor closely in the coming months.
AGM
The Annual General Meeting is scheduled to be held on 29
September 2022 at Exchange House, Primrose Street, London,
EC2A 2NY at 11.30am. Peter Hewitt, the Investment Manager,
will as usual give a presentation and provide an overview of the
financial year together with his view on the outlook.
Voting on all resolutions at the AGM will be held on a poll,
the results of which will be announced and posted on the
Company’s website following the meeting. All shareholders are
therefore encouraged to make use of the proxy form or form of
direction provided, in order that you can lodge your votes.
Should shareholders have any questions or comments in
advance, these can be raised with the Company Secretary
(MPTCoSec@columbiathreadneedle.com). Following the AGM,
the Investment Manager’s presentation will be available on the
Company’s website ctglobalmanagedportfolio.co.uk
Outlook
In an environment of rising inflation, interest rates and bond
yields, along with heightened geopolitical risks due to the
Russia/Ukraine conflict it is likely equity markets will continue
to experience periods of volatility. In the short term this will
affect investment companies with exposure to technology and
high growth sectors. However, although exposure in these
areas has been pared back, the intention is that they remain
a core element of the Growth Portfolio as it is these types of
investment companies which generate strong performance and
excess returns over the long run.
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10 | CT Global Managed Portfolio Trust PLC
Strategic Report
With the threat of recession raised, both Portfolios will
be managed in a cautious manner. Discounts across the
investment company universe reflect the current uncertainties
in both economies and equity markets, however, for the patient
investor, they offer better value than for many years. As always,
the focus is on selecting only the highest quality investment
companies with experienced managers in the belief that this will
serve shareholders’ interests best.
David Warnock
Chairman
8 August 2022
Report and Accounts 2022 | 11
Strategic Report
Purpose and Strategy
The purpose of the Company is to provide investors with access
to a broad spread of investment companies, covering a variety of
geographies, sectors and investment managers, with the objective
of providing both income and growth, while spreading investment
risk.
The Company has two classes of shares with two separate
investment Portfolios – the Income shares where the investment
focus is to provide an attractive level of income, together
with some capital growth, and the Growth shares, where the
investment focus is to achieve capital growth.
Business Model
CT Global Managed Portfolio Trust PLC is a listed closed-end
investment company and carries on business as an investment
trust. As an investment company with no employees, the
Directors believe that the best way of meeting their duty
to promote the success of the Company and achieving its
investment objective for the benefit of stakeholders is to work
closely with its appointed Manager. The Board has contractually
delegated the management of the investment Portfolios, and
other services, to Columbia Threadneedle Investment Business
Limited (formerly called BMO Investment Business Limited) (the
Manager’) which is ultimately owned by Columbia Threadneedle
Investments, the global investment management business of
Ameriprise Financial, Inc. a company incorporated in the United
States. Within policies set and overseen by the Directors,
the Manager has been given overall responsibility for the
management of the Company's assets, gearing, stock selection
and risk management. Engagement on environmental, social and
governance (‘ESG’) matters are undertaken by
the Manager.
As a listed closed-end investment company, the Company
is not constrained by asset sales to meet redemptions. The
Company’s capital structure provides the flexibility to take a
longer term view and to remain invested while taking advantage
of volatile market conditions. Having the ability to borrow to
invest is also a significant advantage over a number of other
investment fund structures.
The Company's Board of non-executive Directors is responsible
for the overall stewardship and governance of the Company
and how it promotes the success of the Company is set out
on pages 26 to 27. The Board currently consists of three male
and two female Directors and their biographical details can be
found on page 33. The Company has no executive Directors or
employees.
The Board remains responsible for decisions over corporate
strategy, corporate governance, risk and control assessment,
setting policies as detailed on pages 31 and 32, setting limits
on gearing and monitoring investment performance.
Alignment of Values and Culture
In addition to strong investment performance from our
Manager, we expect it to adhere to the very highest standards
of Responsible Investment and that its values, culture,
expectations and aspirations align with our own. As an original
signatory to the United Nations Principles for Responsible
Investment (‘UNPRI’), the Manager has achieved the maximum
rating of A+ for key areas of its Responsible Investment
approach and active ownership in listed equities. A key aspect of
the recent change in ownership of the Manager is therefore the
cultural fit with Columbia Threadneedle Investments.
The Board considers the Manager’s culture and values as
part of the annual assessment of its performance and in
determining whether its reappointment is in the interests
of shareholders. With Columbia Threadneedle Investments,
and as part of Ameriprise, the Manager can be expected to
continue its long-established culture of diversity, collaboration
and inclusion, all of which are anchored by shared values and
industry-leading employee engagement, in keeping with the
Board’s own expectations and beliefs. The Board will continue to
monitor these attributes and achievements within the combined
organisation, recognising their importance and contribution
towards the wider aspirations of establishing a more sustainable
financial system.
In alignment with this culture and our shared values, we aim
to pursue our strategy and objective through the consistent
application of the very highest standards of transparency,
corporate governance and business ethics.
Responsible Investment Impact
The Company‘s environmental, social and governance principles,
as set out on pages 24 and 25, are aligned towards the delivery
of sustainable investment performance over the longer term.
The direct impact of the Company’s activities is minimal as it
has no employees, premises, physical assets or operations,
either as a producer or a provider of goods and services, and it
does not have customers in the traditional sense. Consequently,
it does not directly generate any greenhouse gas or other
emissions or pollution. The Company's indirect impact occurs
through the investments in which it invests and the Board
seeks to positively influence this through the adoption of the
Manager’s Responsible Investment approach.
Purpose, Strategy and Business Model
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The Manager
A summary of the investment management agreement is
contained in note 4 to the financial statements. The Manager
also acts as the AIFM under the Alternative Investment Fund
Managers Directive (‘AIFMD’) and provides ancillary functions
such as administration, marketing, accounting and company
secretarial services to the Company.
Peter Hewitt acts as Investment Manager (the ‘Investment
Manager’) to the Company, on behalf of the Manager. Peter has
managed the Company’s assets (which were previously held in
the F&C investment trust managed portfolio service) since 2002.
He has over 40 years’ investment experience and specialises in
investment companies.
Manager Evaluation
Investment performance and responsible ownership are
fundamental to delivering the investment objective for
shareholders and therefore an important responsibility of the
independent non-executive Board of Directors is the robust
annual evaluation of the Manager. This evaluation is an essential
element of strong governance and mitigation of risk. The
process for the evaluation of our Manager for the period under
review, which was conducted by the Management Engagement
Committee, and the basis on which the reappointment decision
was made, is set out on page 45.
Investment Strategy and Policy
The Company’s investment policy is set out on page 31.
Any material change in the Company’s investment policy will
require the approval of shareholders at a general meeting.
Our Approach
The investments of CT Global Managed Portfolio Trust PLC are
managed in two separate Portfolios, the Income Portfolio and
the Growth Portfolio, to which the Income shares and the Growth
shares are respectively entitled.
The Company invests principally in listed closed-end investment
companies and the majority of its holdings comprise equity
investments. There is no restriction on the geographic regions
and sectors that may be held within the Income Portfolio or
Growth Portfolio and the Company invests in those deemed
most appropriate for the Portfolios and their objectives from
time to time. An analysis of the Income Portfolio and the Growth
Portfolio is contained in the Investment Manager’s Review and a
full list of their investments can be found on pages 20 to 23.
Investment risks are spread through holding a wide range
of investment companies that have underlying investment
exposures across a range of geographic regions, sectors and
investment managers. As at 31 May 2022, 41 investments were
held in the Income Portfolio and 45 in the Growth Portfolio.
Principal Risks and Uncertainties
Investment opportunities do not come without risks. The
Company’s principal risks and uncertainties that could threaten
its objective, strategy and performance, and how the Board
manages such risks, are set out in detail on pages 28
and 29.
The performance of the Manager is monitored and at each Board
meeting the Board receives a presentation from the Investment
Manager which includes a review of investment performance,
recent Portfolio activity, market outlook, revenue forecasts,
internal controls and marketing and regulatory updates. The
Board also considers compliance with the investment policy,
investment restrictions and borrowing covenants.
In addition, functions such as administration, marketing,
accounting and company secretarial are also carried out by the
Manager. The Directors also review these services, and those
provided by other suppliers, such as JPMorgan Europe Limited,
the Depositary, and JPMorgan Chase Bank, the Custodian, in
their duties of safeguarding the Company's assets.
Review of Performance and Outlook
The key policies applied in running the Company are set out on
pages 31 and 32 and the Company’s performance in meeting
its objectives is measured against key performance indicators
(‘KPIs’) as set out on page
13.
The Chairman’s Statement on pages 7 to 10 and Investment
Manager’s Review on pages 14 to 19, both of which form part of
this Strategic Report, provide a review of the Company’s returns,
the investment Portfolios and market conditions during the year
and the outlook for the coming year.
Stakeholder Communication and Marketing
The Company fosters good working relationships with its key
stakeholders; such as the Manager, shareholders, bankers and
other key service providers. The Board works closely with the
Manager to ensure optimal delivery of the Company’s investment
proposition through all available channels and, together, we remain
focused on promoting the success of the Company. The Manager
offers a range of savings plans for retail investors which are a
convenient and flexible way to invest in the Company, details of
which can be found in the ‘How to Invest’ section of this report
on page 96.
The Company welcomes the views of all shareholders and places
great importance on communication with them. In addition to the
annual and interim reports that are available for shareholders,
monthly fact sheets and additional information is included on the
Company's website at ctglobalmanagedportfolio.co.uk.
The Manager holds meetings with the Company’s larger
shareholders and reports back to the Board on these meetings.
The Chairman and other Directors are available to meet
shareholders if required. In addition, meetings are held regularly
with current and prospective shareholders and analysts covering
the investment trust sector.
Under normal circumstances, the Annual General Meeting of
the Company provides a forum, both formal and informal, for
shareholders to meet and discuss issues with the Directors and
Manager of the Company.
Through the Manager, we also make sure the savings plan
investors are encouraged to vote at the AGM in addition to those
who hold their shares on the main shareholder register. Details
of the proxy voting results on each resolution are published on
the Company‘s website.
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Strategic Report
Total Return
(1)
Performance to 31 May 2022
1 Year % 3 Years % 5 Years % 10 Years %
Income shares NAV total return -1.5 +17.8 +24.4 +130.6
This measures the share class NAV and share price
total returns, (which assumes dividends paid by
the Company have been reinvested) relative to the
benchmark.
Growth shares NAV total return -11.4 +19.1 +31.5 +160.1
Income share price total return -4.4 +12.8 +18.7 +125.0
Growth share price total return -11.9 +18.4 +29.1 +162.4
Benchmark total return
(2)
+8.3 +18.4 +22.2 +117.0
Dividend Level of the Income Shares
Financial year to 31 May 2022 2021 2020
Annual dividend 6.65p 6.20p 6.10p
This shows the dividend yield of the Income shares at
the year-end relative to the benchmark.
Dividend yield
(1)
5.1% 4.3% 5.2%
Yield on FTSE All-Share index 3.3% 2.8% 4.8%
Average +Premium/-Discount to NAV
During the financial year to 31 May
Income
shares
%
Growth
shares
%
2022 +1.0 +1.0
This is the average difference between the share price
and the NAV per share during the financial year.
2021 -0.1 +0.1
2020 +1.2 +0.0
Ongoing Charges
(1)
(as a percentage of the average net asset value)
As at 31 May
Income
shares
(3)
%
Income
shares
(4)
%
Growth
shares
(3)
%
Growth
shares
(4)
%
2022 1.04 1.04 0.96 0.96
This data shows whether the Company is being
run efficiently. It measures the running costs as a
percentage of average net assets.
2021 1.08 1.51 1.03 1.43
2020 1.10 1.46 1.03 1.39
Ongoing charges including the ongoing charges of underlying funds have not been included above as these are not controlled directly by the Board and are not a running
cost of the Company.
(1)
See Alternative Performance Measures on pages 98 to 101
(2)
Benchmark: FTSE All-Share Index
(3)
Excluding performance fee and ongoing charges of underlying funds
(4)
Including performance fee but excluding ongoing charges of underlying funds
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
The Board recognises that longer term share price performance and (for Income shareholders) an
attractive level of income are most important to the Company’s investors. Share price performance is
driven largely by the performance of the net asset value. The overriding priority is to continue to strive
for consistent achievement of relative outperformance and to add value for shareholders through
net asset value and share price return, discount/premium management, dividend growth and
competitive ongoing charges.
The Board uses a number of performance measures to assess the Company’s success in meeting its
objectives. The key performance indicators (also referred to as Alternative Performance Measures)
are set out below.
Additional comments are provided in the Chairman’s Statement and Investment Manager’s Review
discussing the performance of the Company during the current year.
Key Performance Indicators
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Stock Market Background
Over the past twelve months the environment for equity markets
has changed significantly. For the first half of the Company’s
financial year the focus was on recovery from the pandemic.
Central bankers viewed the inflation that had become apparent,
as “transitory” principally due to supply bottlenecks and deferred
any measure to tighten economic policy for fear of choking off
recovery. By late last year it was clear that inflation which had
risen rapidly was more “sustained” and, belatedly, monetary
authorities moved to begin to tighten economic policy. The Bank
of England moved first by raising interest rates in December.
In February events deteriorated with the start of the Russia/
Ukraine war. Oil prices rose sharply, as did gas prices in Europe,
on fears of shortages as Russia is a large supplier of both. This
meant the upwards momentum for inflation received another
substantial push. The Federal Reserve in the US and the Bank
of England in the UK raised interest rates and made clear
that in order to combat inflation a series of further increases
were highly likely. Bond yields responded by moving upwards,
especially in the US, and, although both interest rates and bond
yields remain at low levels in a historic context, the important
point is the change of direction. Inflation reached a 40 year high
in the US fuelled by a very tight labour market which was also
evident in the UK and Europe.
This type of environment leads to volatility in equity markets
and to significant changes of performance trends within equity
markets.
Total Return by Region for the Year to 31 May 2022
(sterling adjusted)
MSCI Emerging Markets (-9.3%)
FTSE Japan (-2.2%)
FTSE Europe ex UK (-1.5%)
FTSE Pacific ex Japan (+1.3%)
FTSE World ex UK (+7.0%)
FTSE All-Share (+8.3%)
S&P Composite (US) (+12.2%)
-10 -5 0510 15
Source: Columbia Threadneedle Investments
The chart above highlights that the UK equity market, for
many years a long-term underperformer amongst global equity
markets, reversed that trend and moved towards the top of the
table. However, this understates the relative performance of the
UK equity market as the returns of many global equity markets
(when translated back into sterling) were boosted by an over
12% decline of sterling relative to the US Dollar. In local currency
the S&P Composite Index was flat over the past year.
Investment Manager’s Review
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Peter Hewitt, Investment Manager
Report and Accounts 2022 | 15
Strategic Report
Currency Movements against Sterling in Year to 31 May 2022
(US$ and Euro)
115%
110%
105%
100%
95%
31-May-21
31-Aug-21
30-Nov-21
28-Feb-22
31-May-22
Euro
US Dollar
Currency strengthening
against sterling
Currency weakening
against sterling
Source: Columbia Threadneedle Investments
The second half of the financial year saw a major reversal of
performance from many global equity indices. The onset of rising
inflation, increasing interest rates and bond yields created a
headwind for many equity markets. The table below illustrates
performance over the second six months of the financial year
from a selection of equity indices.
Total Return from 30 November 2021 to 31 May 2022
Index
Local
Currency
% Return
Sterling
Adjusted
% Return
Dow Jones World Technology Index -22.2 -18.3
Nasdaq Composite Index -22.0 -18.2
FTSE Govt All Stocks Index -14.8 -14.8
FTSE Closed End Investment Co. Index -13.2 -13.2
FTSE 250 Mid Cap Index -8.2 -8.2
MSCI All Countries World Index -9.1 -4.6
S&P Composite Index -8.9 -4.3
FTSE Small Cap (ex Inv. Co.) Index -3.9 -3.9
FTSE 100 Index 9.8 9.8
Source: Columbia Threadneedle Investments
From the perspective of a UK investor, despite the adverse
economic environment previously outlined and the additional
geopolitical upheaval caused by the Russian invasion of Ukraine,
UK equities appear to have achieved a respectable positive
return, particularly during the period of maximum uncertainty
of the last six months. The table highlights that medium and
smaller companies in the UK have in share price terms not
fared well. Typically, this is the area that fund managers look to
invest in to outperform mainstream UK equities. However, this is
not confined to the UK and the World Index has also declined,
albeit a weak sterling has softened the blow when returns
are translated back into sterling. High growth and technology
companies in the US, which have driven returns for a number of
years, and particularly so during the pandemic, suffered a sharp
setback. This is best illustrated by the Nasdaq Composite Index
and the Dow Jones World Technology Index, both of which have
fallen over 20% in US Dollar terms.
This puts into perspective the return of the FTSE 100 Index
(which accounts for 80% of the FTSE All-Share Index). The return
of this index is mainly explained by its sector composition.
The index has very little in technology companies, around 1%,
whilst it has heavy weightings in sectors like oils, mining, banks,
tobacco, telecoms and utilities which tend to be resilient during
times of rising inflation and interest rates. In addition, soaring
oil and commodity prices boosted share prices of companies
in certain of these sectors. Viewed together these mature “old
economy” sectors account for nearly half the FTSE 100 Index.
However, taking a longer perspective, it is these very sectors that
have been a key factor behind the long-term underperformance
of UK equities.
Performance
For the year to 31 May 2022, the FTSE All-Share Index rose by
8.3% (in total return terms). Over the same period the NAV of
the Growth shares declined by 11.4% whilst that of the Income
shares experienced a smaller decline of 1.5% (again both in total
return terms). After nine consecutive years of outperforming the
benchmark, it is disappointing that the Growth Portfolio, after
being ahead of the benchmark at the interim stage, gave up so
much ground relative to the benchmark during the second six
months of the financial year. A similar trend, though of a much
lesser magnitude, was evident in the performance of the Income
Portfolio.
Changes in macro factors were the causes behind the
performance experienced in the second half of the financial
year. The macro factors being: inflation, interest rates and bond
yields and then, from February, the Russia/Ukraine war. The first
three macro factors have been at very low levels for many years
as growth in the developed world was also at low levels. This
scenario was good for the valuation of companies who promised
strong growth in profits and earnings in the future. Typically, this
would be companies in the technology sector or companies
who, through the use of technology and the internet, disrupted
existing industries. The Growth Portfolio benefitted from
these long-term trends by holding investment companies with
significant exposure in these areas. However, towards the end
of 2021 it became clear that rising inflation was not “transitory”
but would be more “sustained” and that, in order to combat this,
a decade of stimulative monetary policy known as “quantitative
easing” would have to end and ultimately interest rates, which
had been at very low levels since the financial crash of 2008/9,
would have to rise. In bond markets, yields moved upwards
as did the perception that both interest rates and bond yields
would have to move markedly higher in the future, as monetary
authorities sought to catch up with what was happening in the
real economy. The Russian invasion of Ukraine exacerbated
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matters and with sharply rising oil and commodity prices added
further upwards momentum to inflation.
This caused a sharp compression of valuations among “growth
companies”, the very sectors and companies that had driven
performance for most of the decade. Investment companies
with holdings in the technology/biotechnology sectors and high
growth companies more generally, experienced a sharp pull
back in asset values and also a widening of discounts. This is
illustrated by the performance of the Nasdaq Composite and
Dow Jones World Technology Indices in the preceding table.
Even in the UK, which does not have a large technology sector
as in the US, the FTSE 250 Mid Cap Index, which is home to
many of the UK’s growth companies, underperformed sharply,
after a long period of outperforming the UK equity market.
In December and January, in the Growth Portfolio, the decision
was taken to reduce exposure to investment companies with
large holdings in these sectors (between one third and a half in
most cases). Examples include Allianz Technology Trust, Scottish
Mortgage Investment Trust, Polar Capital Technology Trust,
Edinburgh Worldwide Investment Trust, Biotech Growth Trust,
Monks Investment Trust, Impax Environmental Markets, Herald
Investment Trust and Worldwide Healthcare Trust. However,
holdings at reduced levels have been maintained as the
exposure to secular growth sectors and companies will generate
strong performance over the long term. The evidence over the
fourteen years that CT Global Managed Portfolio Trust has been
listed is that it is from these type of investment companies that
returns multiple times the original investment are made.
The Income Portfolio was less heavily exposed in these areas
as investment companies exposed to technology and growth
companies tend to have either no or very low dividends. There
were certain reductions made to Bellevue Healthcare Trust and
Scottish American Investment Company whilst the holding in
Monks Investment Trust was sold completely.
Changes in discounts can often be a significant factor behind
the performance of investment companies. For most of the
last decade the average discount for the sector has traded in
a tight range between 3%-5% except for the period immediately
following the Brexit referendum in June 2016 and the start
of the pandemic in March 2020. In both cases discounts
tightened back to their range within weeks. As can be seen
from the following chart, for the first six months of the financial
year the average sector discount began at 2.6% and then
continued within its previous narrow range, however for the
second six months, it steadily widened to finish the year at 7%.
Whilst no one reason was behind the move, a combination
of overall market volatility, uncertain investor sentiment and
underperformance from many trusts with a growth investment
style could be identified as factors behind this trend.
Investment Company – Average Sector Discount for 1 Year to
31 May 2022
Sector average discount (excluding alternatives) (%)
% Discount(-) / Premium (+)
May-21
Aug-21
Nov-21
Feb-22
May-22
-9
-8
-7
-6
-5
-4
-3
-2
-1
Source: Winterflood Securities
Growth Portfolio – Leaders and Laggards
An illustration of the change in the macro-economic environment
affecting equity markets can be seen in that three of the
leading contributors over the past year are from the sub-group
of holdings that could be viewed as “portfolio protectors”. The
common theme is either no or low exposure to equities with the
result that they offset other holdings in the portfolio which are
affected in adverse market conditions. All three have been held
in the portfolio for many years. The best was BH Macro which
experienced a 25% share price gain. BH Macro is a macro hedge
fund which means it exploits opportunities in interest rates,
bonds and foreign currencies. The many trades its managers
undertake at any one time are tightly managed in terms of risk.
When volatility is low, returns tend to be muted however when
volatility rises, as has been the case over the past year, returns
can be substantial. The Growth Portfolio has held shares since
launch in 2008 and they have proved a useful offset when equity
markets experience volatility.
Shares in two other “portfolio protectors” Ruffer Investment
Company and Capital Gearing Trust rose 10% and 7%
respectively. Both have low exposure to equities at 36% and
45% respectively. Ruffer’s largest holdings are BP and Shell,
whilst Capital Gearing Trust has 16% in property equities and
8% in infrastructure, which it believes are good hedges against
inflation. Both investment companies have substantial exposure
to index-linked bonds which do well when inflation is a threat to
many other asset classes.
Perhaps surprisingly, long-time holding JPMorgan American
Investment Trust delivered a 17% share price gain. The portfolio
of this trust was reorganised two years ago and split equally
between two managers, one of whom runs a “growth portfolio”
and the other a “value portfolio”. The mix between the two
different styles of management led to the growth element of the
portfolio performing well in the first half whilst the value element
Report and Accounts 2022 | 17
Strategic Report
more than offset the sell-off experienced by many US growth
companies in the second half of the past year.
Finally, HgCapital Trust, the leading private equity trust rose by
17%. The company has built an exceptional record of long-
term growth in asset value (44% in 2021) through a focus on
business-critical software companies, much of whose revenue is
subscription based. Core areas of focus are payroll, accounting,
tax, legal and regulatory compliance. These sectors offer
considerable growth with pricing power and predictable earnings
in an inflationary environment.
Of the laggards, there was a clear common theme which
was exposure to technology/biotechnology and high growth
companies focused on the internet and digital transformation.
In an environment of rising inflation with central banks belatedly
increasing interest rates and bond markets selling off sharply
in response, such that yields on bonds moved rapidly upwards,
equity markets were adversely affected. In particular, the sectors
mentioned previously which had led equity markets higher for
a number of years sold off sharply. The high valuations many
companies in these sectors had been accorded were vulnerable
and quickly compressed, which resulted in share price declines.
Edinburgh Worldwide Investment Trust which specialises in
growth companies under $5 billion in market value, many of
which are in the technology/biotechnology and healthcare
sectors, experienced a 46% fall in its share price.
Biotech Growth Trust, which has been a long time holding and
generated strong returns over that time, had a 40% share price
fall. Baillie Gifford China Growth Trust, with significant holdings
in a number of well-known Chinese technology companies, which
were also affected by restrictions on some activities imposed by
the Chinese government, experienced a 40% share price fall.
As an investment manager, the Baillie Gifford strategy of identifying
structural winners with long-term secular growth characteristics
had resulted in outstanding performance over the last five years,
however investment companies with these characteristics were
the very trusts in the eye of the hurricane, in terms of the sell-off
over the last six months. Another example was Baillie Gifford
European Growth Trust which fell 39%. Perhaps the most notable
is the biggest investment company by market value, Scottish
Mortgage Investment Trust, which experienced a 32% fall in
its share price. Famous for its holdings in Tesla and Amazon,
which were significantly reduced last year, the technology sell-off
impacted the trust negatively. However, it should be noted that the
holding in the Growth Portfolio which was taken in 2008 has still
made over six times the original investment.
Income Portfolio – Leaders and Laggards
The leading performer in the Income Portfolio with a 28%
share price rise was Secure Income REIT, a holding which was
added to during the year. The company has three main assets,
where they own 19 private hospitals which Ramsay Healthcare
operate, the visitor attractions operated by Merlin Entertainment
(Legoland, Alton Towers etc) and a portfolio of Travelodge Hotels.
The WAULT (Weighted Average Unsecured Lease Term) is over 30
years, the longest in the property sector and the most recent net
asset value for the first quarter of 2022 showed a 12% gain, well
ahead of expectations. In May, the company agreed to merge
with LXI REIT, the other listed long lease property company, also
with a strong record. The merged portfolio has 64% of rents
indexed-linked, with a further 19% fixed uplifts. The shares in
Secure Income REIT responded positively to the deal.
3i Infrastructure has been an outstanding performer over the
long term for the Income Portfolio and achieved a 17% gain in
share price. The NAV total return for the year to 31 March 2022
was 17%, with a 7% rise in the dividend. A further 7% uplift
to the dividend is forecast for the coming year. Supermarket
Income REIT had a 18% rise in share price over the past year. It
has rapidly built a unique portfolio of assets with strong tenant
covenants and the majority on indexed-linked leases. The
company offers a 5% dividend yield with good growth prospects.
NB Private Equity Partners managed a 17% rise in share price
and a second consecutive year in the leaders for the Income
Portfolio. A series of higher than expected realisations from
the portfolio led to an over 40% gain in the net asset value for
calendar 2021. Prospects remain good for this year, yet, due
to the de-rating many private equity trusts have endured, the
shares are currently on an undeserved 40% discount to net
asset value.
As with the Growth Portfolio, only one of the leading performers
was an investment company fully invested in listed companies
on global equity markets. In this case it was long time holding
Murray International Trust which favours large mature dividend
paying companies. The asset allocation is 32% in Asia (ex Japan)
27% in North America, 19% in Europe, 16% in Latin America and
only 6% in UK equities. The trust is 11% geared and around 9%
is invested in bonds. The current environment favours the value
style Murray International Trust employs and is reflected in the
better relative share price performance. The trust has strong
revenue reserves, an excellent record of dividend growth and an
attractive 4.8% yield.
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With the laggards, certain similar themes that were apparent in
the Growth Portfolio were also evident in the Income Portfolio.
Shares in JPMorgan China Growth & Income declined by 41%
whilst BB Biotech fell by 21%. Both are exposed to technology/
biotechnology companies which were badly affected by the
compression of valuations due to rising inflation, interest rates
and bond yields. In addition, the JPMorgan trust had to deal with
regulatory interventions from the Chinese government, directed
at companies in the technology and education sectors and
then severe lockdowns in many Chinese cities as the Chinese
government brought to bear their zero COVID-19 policy. Neither
of these factors were positive for the Chinese equity market.
Mercantile Investment Trust has assets of over £1.5 billion and
is invested in UK companies, most of which are listed in the
FTSE 250 Index, which is the trust’s benchmark. The FTSE 250
Index is home to many of the UK’s leading growth companies
and over the long term they have outperformed the FTSE All-
Share Index by some distance, however over the second half
of the financial year, medium sized growth companies have
suffered from the trends outlined earlier as highlighted by the
FTSE 250 Index having declined by 8% in the last six months.
The Mercantile Investment Trust share price fell by 24% and was
also impacted by a widening discount which moved from 4% to
15% at the end of May 2022.
European Assets Trust has similarities to Mercantile in that it is
mainly invested in medium sized companies, though in this case
in continental Europe, and has growth bias in the investment
approach employed. Whilst this served the trust well in previous
years, recent months has seen a sharp reversal in performance
which has resulted in a 21% fall in the share price, most of
which happened in the second six months.
Civitas Social Housing REIT is the one non-equity investment
company amongst the laggards. Whilst the net asset
performance has been in line with expectations as has the
dividend, such that the shares yield 6.7% as at 31 May 2022,
they have yet to recover from a short seller attack last year.
Although management made a strong rebuttal to the allegations
made by the short seller, regulatory concerns around the
financial strength of some of its Housing Association tenants
continue to persist and has resulted in a discount of over 20%.
The fundamentals remain positive with strong demand for
specialist supported social housing for people, many with high-
acuity care needs, who are stuck in care homes or in hospitals
costing the taxpayer far more than if they were in the type of
accommodation offered by Civitas.
(all share prices are total return)
Investment Strategy and Prospects
The prospects for equity markets are perhaps the most
challenging for many years. A number of headwinds, mentioned
earlier in this review, will continue over the next year and when
viewed together have increased the chances of a recession
either later in 2022 or in 2023.
Across developed markets inflation is high, the causes of
which are outwith the control of central banks. However, the
longer inflation remains at high levels, the more destructive
it is to economies, and the wealth of savers and consumers
alike. When inflation first became apparent last year, monetary
authorities were too slow to react, believing it to be “transitory”.
Having been late to change policy to combat the inflationary
threat, the danger is they over-react and move up interest rates
too far, too fast, with the risk that economies are pushed into
recession.
As explained earlier, during the second half of the financial
year the decision was taken to reduce the exposure in the
Growth Portfolio to investment companies mainly exposed to
technology/biotechnology and high growth companies who were
most affected by the compression of valuations and widespread
de-rating caused by rising inflation and interest rates. In most
cases the size of these holdings were cut by between a third
and a half. Examples of reductions include: Scottish Mortgage
Investment Trust, Allianz Technology Trust, Polar Capital
Technology Trust, Monks Investment Trust, Edinburgh Worldwide
Investment Trust, Biotech Growth Trust, Herald Investment Trust,
Impax Environmental Markets and Worldwide Healthcare Trust.
The other side of this move was the decision to re-deploy the
proceeds of the above sales into an increase in holdings of
investment companies invested in UK equities, all of whom have
a “value bias” to their investment style. The UK equity market
has been a long-time relative underperformer when compared
to other equity markets and is the only major equity market
valued below historic long run averages. Part of the reason for
the underperformance was due to substantial weightings in the
index of “old” economy sectors like oil, mining, banks, tobacco,
telecoms and utilities. However, it is this very exposure which
has boosted UK equity performance as the macro environment
has changed to become very favourable for these sectors.
UK medium and smaller companies, which have materially
outperformed larger UK companies in the FTSE 100 Index over
the years, markedly lagged UK larger companies during the
second six months of the financial year and are back to highly
attractive valuations. The strategy to raise UK equity exposure
seeks to capture better performance from the UK stock market
and a recovery from UK medium and smaller companies.
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Strategic Report
Examples of additions to existing holdings are: Fidelity Special
Values, Law Debenture Corporation, Aurora Investment Trust,
Diverse Income Trust, Lowland Investment Company, Henderson
Opportunities Trust and Artemis Alpha Trust.
These broad themes were also reflected in the Income
Portfolio, however because of the lack of dividend yield from
investment companies with holdings in the technology and
high growth companies segments of the market, the level of
activity was much lower. Examples of sales/reductions were
Monks Investment Trust, Bellevue Healthcare Trust and Scottish
American Investment Company. There were some additions to
holdings amongst the UK equity income sector with examples
being: City of London Investment Trust, Diverse Income Trust,
Law Debenture Corporation, Lowland Investment Company and
Murray Income Trust. There was one new holding in this area,
that of Temple Bar Investment Trust. Additions were also made
to two long time holdings in the global equity income sector:
Murray International Trust and Henderson International Income
Trust. Both trusts employ a value investment style which has
also been leading most other global equity markets.
A positive feature over the past year has been the revenue
performance from many holdings, in particular in the Income
Portfolio. A number of UK equity investment trusts restarted
growth in dividends after a pause due to the pandemic, whilst
holdings in the alternatives sector within the Income Portfolio
have continued to deliver dividend growth.
The reduction of a series of investment companies with holdings
in the technology sector (which typically paid little in the way
of dividends) and the reinvestment of proceeds into UK equity
trusts with higher dividends was also an important factor. A
combination of the above allowed the total annual dividend
to Income shareholders for the year to 31 May 2022 to be
increased by 7.3%. This represents the eleventh consecutive
year of dividend growth for Income shareholders and the Income
shares have been awarded the status of a next generation
dividend hero by the Association of Investment Companies.
Looking ahead, the coming year will be both challenging and
volatile for equity markets. High levels of inflation globally,
rising interest rates and bond yields along with geopolitical
instability are all headwinds. All of these factors have raised the
chances of a recession at some point in late 2022 or 2023.
However, it is important to also have a focus on the longer
term. It is for this reason that, while the Growth Portfolio has
pared back its previous significant exposure in investment
companies with substantial underlying holdings in companies
with secular growth characteristics, it is not the intention to
exit these holdings entirely. At some stage, though not in the
immediate future, it is likely they will be re-built in size. It is
the experience of CT Global Managed Portfolio Trust, since
its listing over fourteen years ago, that it is from investment
companies with these characteristics that returns many times
the original investment can be achieved. Meantime, caution is
the watchword in these uncertain times and the focus for both
Portfolios will be on holding only the highest quality investment
companies with strong balance sheets and experienced, proven
management.
Peter Hewitt
Investment Manager
Columbia Threadneedle Investment Business Limited
8 August 2022
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Strategic Report
At 31 May 2022
Investment Sector
Valuation
£’000
% of net assets
of Income
Portfolio
Law Debenture Corporation UK Equity Income 3,026 4.7
Secure Income REIT Property Specialist 2,817 4.3
Murray International Trust Global Equity Income 2,628 4.1
NB Private Equity Partners Private Equity 2,625 4.1
3i Infrastructure Infrastructure 2,313 3.6
Henderson International Income Trust Global Equity Income 2,294 3.5
HBM Healthcare Investments Biotechnology & Healthcare 2,260 3.5
JPMorgan Global Growth & Income Global Equity Income 2,178 3.4
City of London Investment Trust UK Equity Income 2,110 3.2
Bellevue Healthcare Trust Biotechnology & Healthcare 1,989 3.1
Ten largest investments 24,240 37.5
Princess Private Equity Holding Private Equity 1,946 3.0
Schroder Oriental Income Fund Asia Pacific Equity Income 1,873 2.9
Supermarket Income REIT Property – UK Commercial 1,863 2.9
Invesco Perpetual UK Smaller Companies Investment Trust UK Smaller Companies 1,834 2.8
Hipgnosis Songs Fund Royalties 1,832 2.8
The Bankers Investment Trust Global 1,793 2.8
Impact Healthcare REIT Property – UK Healthcare 1,785 2.8
Temple Bar Investment Trust UK Equity Income 1,766 2.7
CC Japan Income & Growth Trust Japan 1,739 2.7
Digital 9 Infrastructure Infrastructure 1,716 2.6
Twenty largest investments 42,387 65.5
Scottish American Investment Company Global Equity Income 1,690 2.6
Lowland Investment Company UK Equity Income 1,687 2.6
Henderson Far East Income Asia Pacific Equity Income 1,584 2.5
Mercantile Investment Trust UK All Companies 1,530 2.4
Renewables Infrastrusture Group Renewable Energy Infrastructure 1,478 2.3
Murray Income Trust UK Equity Income 1,447 2.2
GCP Asset Backed Income Fund Debt – Direct Lending 1,443 2.2
Diverse Income Trust UK Equity Income 1,442 2.2
BB Biotech Biotechnology & Healthcare 1,413 2.2
CQS New City High Yield Fund Debt – Loans & Bonds 1,394 2.2
Thirty largest investments 57,495 88.9
Income Shares –
Investment Portfolio
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At 31 May 2022
Investment Sector
Valuation
£’000
% of net assets
of Income
Portfolio
Jupiter Emerging & Frontier Income Trust Global Emerging Markets 1,386 2.1
Henderson High Income Trust UK Equity & Bond Income 1,324 2.1
JPMorgan Global Emerging Markets Income Trust Global Emerging Markets 1,300 2.0
Invesco Bond Income Plus Debt – Loans & Bonds 1,262 1.9
European Assets Trust
European Smaller Companies 1,256 1.9
Biopharma Credit Debt – Direct Lending 1,229 1.9
Civitas Social Housing REIT Property – UK Residential 1,225 1.9
Assura Property – UK Healthcare 1,216 1.9
abrdn Asian Income Fund Asia Pacific Equity Income 1,085 1.7
JPMorgan China Growth & Income China / Greater China 559 0.9
Forty largest investments 69,337 107.2
Atrato Onsite Energy Renewable Energy Infrastructure 537 0.8
Total investments 69,874 108.0
Net current assets (excluding borrowing) 1,818 2.8
Borrowing (7,000) (10.8)
Net assets 64,692 100.0
† Investment managed by the Manager, Columbia Threadneedle Investments
Analysis of the Investment Areas of the Income Portfolio’s Investments
on a ‘Look-through’ Basis
United Kingdom 42%
North America 16%
Europe – ex UK 12%
Far East & Pacific – ex Japan 11%
Cash 4%
Fixed interest 4%
Japan 4%
China 3%
Other 3%
South America 1%
Note: This analysis is gross of any gearing in the underlying investee companies. Source: AIC (underlying data at 31 May 2022)
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At 31 May 2022
Investment Sector
Valuation
£’000
% of net assets
of Growth
Portfolio
HgCapital Trust Private Equity 3,810 4.0
Fidelity Special Values UK All Companies 3,384 3.6
Law Debenture Corporation UK Equity Income 3,107 3.3
Mid Wynd International Investment Trust Global 2,839 3.0
Ruffer Investment Company Flexible Investment 2,737 2.9
RIT Capital Partners Flexible Investment 2,551 2.7
BH Macro Hedge Funds 2,526 2.6
Personal Assets Trust Flexible Investment 2,442 2.6
Capital Gearing Trust Flexible Investment 2,421 2.5
Aurora Investment Trust UK All Companies 2,365 2.5
Ten largest investments 28,182 29.7
TR Property Investment Trust
Property Securities 2,308 2.4
Polar Capital Global Financials Trust Financials 2,286 2.4
Monks Investment Trust Global 2,212 2.3
JPMorgan American Investment Trust North America 2,193 2.3
AVI Global Trust Global 2,167 2.3
Worldwide Healthcare Trust Biotechnology & Healthcare 2,121 2.2
Urban Logistics REIT Property – UK Logistics 2,082 2.2
ICG Enterprise Trust Private Equity 2,067 2.2
Allianz Technology Trust Technology & Media 2,056 2.2
Polar Capital Technology Trust Technology & Media 2,037 2.1
Twenty largest investments 49,711 52.3
Impax Environmental Markets Environmental 2,009 2.1
Lowland Investment Company UK Equity Income 2,000 2.1
Henderson Opportunities Trust UK All Companies 1,989 2.1
Herald Investment Trust Global Smaller Companies 1,941 2.1
Oakley Capital Investments Private Equity 1,925 2.0
Chrysalis Investments Growth Capital 1,890 2.0
Syncona Biotechnology & Healthcare 1,884 2.0
Henderson Smaller Companies Investment Trust UK Smaller Companies 1,834 1.9
Scottish Mortgage Investment Trust Global 1,814 1.9
Henderson European Focus Trust Europe 1,794 1.9
Thirty largest investments 68,791 72.4
Growth Shares –
Investment Portfolio
Report and Accounts 2022 | 23
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At 31 May 2022
Investment Sector
Valuation
£’000
% of net assets
of Growth
Portfolio
Finsbury Growth & Income Trust UK Equity Income 1,789 1.9
Baillie Gifford Japan Trust Japan 1,727 1.8
Diverse Income Trust UK Equity Income 1,700 1.8
Schroder Asian Total Return Investment Company Asia Pacific 1,692 1.8
European Opportunities Trust Europe 1,674 1.8
Artemis Alpha Trust UK All Companies 1,590 1.7
Hipgnosis Songs Fund Royalties 1,514 1.6
Baillie Gifford European Growth Trust Europe 1,348 1.4
Baillie Gifford UK Growth Fund UK All Companies 1,304 1.4
Mobius Investment Trust Global Emerging Markets 1,275 1.3
Forty largest investments 84,404 88.9
Edinburgh Worldwide Investment Trust Global Smaller Companies 1,248 1.3
Biotech Growth Trust Biotechnology & Healthcare 1,215 1.3
Schiehallion Fund Growth Capital 1,028 1.1
Baillie Gifford China Growth Trust China / Greater China 926 1.0
Schroder UK Public Private Trust Growth Capital 437 0.4
Total investments 89,258 94.0
Net current assets 5,721 6.0
Net assets 94,979 100.0
† Investment managed by the Manager, Columbia Threadneedle Investments
Analysis of the Investment Areas of the Growth Portfolio’s Investments
on a ‘Look-through’ Basis
United Kingdom 33%
North America 20%
Europe – ex UK 17%
Cash 10%
Other 6%
Far East & Pacific – ex Japan 5%
Japan 3%
Fixed Interest 3%
China 2%
South America 1%
Note: This analysis is gross of any gearing in the underlying investee companies. Source: AIC (underlying data at 31 May 2022)
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Our Approach
Environmental, Social and Governance (‘ESG’) issues are the
three central factors in measuring sustainability and can present
both opportunities and threats to the long-term investment
performance the Company aims to deliver to shareholders.
We believe in the power of engaged, long-term ownership as
a force for positive change. We have a Manager that applies
high standards of Responsible Investment in managing the
Company’s investments on behalf of our shareholders.
The Board and Manager are therefore committed to taking a
responsible approach to ESG matters, for which there are two
strands. Firstly, there are the Company’s own responsibilities
on matters such as governance and, secondly, the impact it
has through the investments that are made on its behalf by
its Manager. The Company’s compliance with the AIC Code of
Corporate Governance is detailed in the Corporate Governance
Statement on pages 41 to 43. In addition, the Policy Summary
statement on pages 31 and 32 includes the Company’s policies
towards Board diversity and tenure, integrity and business ethics
and prevention of the facilitation of tax evasion.
The Board recognises that the most material way in which
the Company can have an impact is through responsible
ownership of its investments. The Manager engages actively
with the management of investee companies to encourage
that high standards of ESG practice are adopted. The Manager
has long been at the forefront of the investment industry in
its consideration of these issues and has one of the longest
established and largest teams focused solely on ESG. The
Manager is a signatory of the UK Stewardship Code and
its statement of compliance can be found on its website at
columbiathreadneedle.co.uk.
As explained in the Chairman’s Statement, during 2021,
Columbia Threadneedle Investments acquired our Manager,
BMO GAM (EMEA). Our Manager believes that this combination
will allow it to make use of complementary strengths in the
ESG arena and to create a world class Responsible Investment
capability. Its aim is to drive real-world change through active
ownership and partnering with clients to deliver innovative
Responsible Investing solutions. Creating an aligned,
firmwide approach to stewardship is a strategic priority for the
enlarged
business.
Responsible Ownership
Engaging actively with companies on significant ESG matters
to reduce risk, improve performance, encourage best practice
and underpin long-term investor value forms a fundamental part
of the Manager’s approach towards Responsible Investment.
Engagement in the first instance rather than simply divesting or
excluding investment opportunities is also part of this approach.
An example of company engagement during the year was
Syncona, which is held in the Growth Portfolio, whereby our
Manager met the company to discuss its approach to managing
and mitigating ESG risks, as well as disclosure on ESG issues.
The Manager’s Corporate Governance Guidelines set out
its expectations of the management of investee companies
in terms of good corporate governance. This includes the
affirmation of responsibility for reviewing internal business ethics
policies and ensuring that there is an effective mechanism for
the internal reporting of wrongdoing, whether within the investee
company itself or involving other parties, such as suppliers,
customers, contractors or business partners.
The Manager is also a signatory to the United Nations
Principles for Responsible Investment (‘UNPRI’) under which
signatories contribute to the development of a more sustainable
global financial system. As a signatory, the Manager aims to
incorporate ESG factors into its investment processes.
ESG and the Investment Process
ESG issues are an integral part of the Manager’s investment
process, forming part of the assessment of the Quality and
Management criteria for possible and ongoing investments. The
Manager’s ESG teams work closely with the portfolio managers
to create an internally generated assessment of the relevant
ESG issues for each company. As part of the review process, the
Manager will also note if the investment is aligned explicitly with
any of the UN Sustainable Development Goals. Details of these
goals can be found at un.org/sustainabledevelopment/sustainable-
development-goals/. The Manager’s own ESG assessment is
cross-referenced against external sources, for example MSCI
ESG Research, to check it is comprehensive. There are two main
outcomes of this research. First, the research is used to initiate
discussions with the investee company, to clarify the Manager’s
understanding of the issues involved, to create a dialogue and
to encourage higher standards where appropriate. In this the
As stewards of more than £165 million of gross assets, we support positive change and the
Company benefits from the Manager’s leadership in this field.
Sustainability and ESG
Report and Accounts 2022 | 25
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Manager may join with other major investors in order to be a
yet more powerful force to drive change. Secondly, it is used
to adjust the Manager’s assessment of the weighted average
cost of capital for the investee company; this is an important
component of the valuation model, such that companies with
higher ESG standards will warrant a lower cost of capital and
in turn a higher valuation, and vice-versa. In these ways, ESG
affects each of the cornerstones of the investment process
(Quality, Management and Valuation), as well as driving an
ongoing dialogue between the Manager and the investee
company.
The Manager is committed to engaging with the underlying fund
managers of your Company’s investments to encourage them to
bring ESG to the forefront of their investment processes. During
the year under review, the Manager has begun a process of
evaluating the stewardship credentials of the various investment
companies within the Income Portfolio and Growth Portfolio. The
survey will assist in understanding the stewardship approach
taken by each company, allowing evaluation of the strategy and
rating and progress on ESG policies and reporting. This will
form part of a regular review process allowing the Manager to
track progress and alignment with the Manager’s stewardship
principles.
Climate Change
Climate change is one of the defining challenges of modern
times and presents potentially significant financial risks and
opportunities for CT Global Managed Portfolio Trust. We expect
the managers of the investment companies in the Portfolios to
be proactive in integrating climate change into their investment
and stewardship processes. It is important to consider not only
the potential investment downsides, but also the opportunities
that the energy transition will bring and the Income Portfolio’s
investment in The Renewables Infrastructure Group gives
focused exposure to climate change solutions (see Portfolio
Case Study below).
In 2020 your Company’s Manager became a founder signatory
to the Net Zero Asset Managers Initiative and set out its
ambition to achieve net zero emissions across all assets under
management by 2050. During 2021, the Manager developed an
implementation methodology, initially for equities and bonds, that
emphasises the importance of stewardship in implementing its
goals. Amongst the managers of the investment companies held
by CT Global Managed Portfolio Trust, we have been pleased to
see abrdn, Allianz Global Investors, Artemis, Baillie Gifford &
Co, Fidelity, Hg, Impax Asset Management, Invesco, JPMorgan
AM, Jupiter AM, Ruffer, Schroders and Troy Asset Management
also making this commitment. We look forward to seeing further
details on how these commitments will be implemented, and how
they will affect the management of these investment companies
over time.
Voting on Portfolio Investments
As noted previously, the Manager’s Corporate Governance
Guidelines set out expectations of the boards of investee
companies in terms of good corporate governance. The Board
expects to be informed by the Manager of any sensitive voting
issues involving the Company’s investments. In the absence of
explicit instructions from the Board, the Manager is empowered
to exercise discretion in the use of the Company’s voting rights
and reports to the Board on its voting record. The Manager will
vote on all investee company resolutions. During the year, the
Manager voted at 102 meetings of investee companies held
by the Company. The Manager did not support management’s
recommendations on at least one resolution at approximately
8% of all meetings. With respect to all items voted, the Manager
supported over 98% of all management resolutions. Approaching
half of the votes against management related to the election
of directors. As in previous years, boards lacking sufficient
independent oversight and directors considered to be non-
independent sitting on key board committees were the most
common reasons for not supporting an individual’s re-election.
Portfolio Case Study
The Renewables Infrastructure Group (‘TRIG’)
TRIG is a London-listed investment company whose purpose is to generate sustainable returns from a diversified portfolio of
renewables infrastructure that contributes towards a net zero carbon future. TRIG’s diversified portfolio includes onshore and offshore
wind farms and solar parks in the UK and Europe. These assets generate revenues from the sale of electricity and government-
backed green benefits. The company aims to provide investors with long-term, stable dividends and to retain the portfolio’s capital
through re-investment of surplus cash flows after payment of dividends. TRIG’s £2.9 billion renewable energy portfolio is spread
across six European countries.
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Section 172 Statement
Under Section 172 of the Companies Act 2006, the Directors
have a duty to act in the way they consider, in good faith, would
be most likely to promote the success of the Company for the
benefit of its members as a whole and, in doing so, have regard
(amongst other matters) to:
the likely consequences of any decision in the long-term;
the interests of the Company’s shareholders;
the need to foster the Company’s business relationships
with suppliers, customers and others;
the impact of the Company’s operations on the community
and environment;
the desirability of the Company maintaining a reputation for
high standards of business conduct; and
the need to act fairly as between members of the Company.
As explained on page 11, the Company is an externally managed
investment company and has no employees, customers or
premises.
The Board believes that the optimum basis for meeting its duty
to promote the success of the Company is by appointing and
managing third parties with the requisite performance records,
resources, infrastructure, experience and control environments
to deliver the services required to achieve the investment
objective and successfully operate the Company. By developing
strong and constructive working relationships with these parties,
the Board seeks to ensure high standards of business conduct
are adhered to at all times and service levels are enhanced
whenever possible. This combined with the careful management
of costs is for the benefit of all shareholders who are also key
stakeholders.
As set out on page 11, the Board’s principal working relationship
is with the Manager which is responsible for the management
of the Company’s assets in line with the investment objective
and policy set by the Board. The Manager also provides ancillary
functions such as administration, marketing, accounting and
company secretarial services to the Company and acts as the
AIFM.
The Board works closely with the Manager and oversees the
various matters which have been delegated to it, and to ensure
the Company’s daily operations run smoothly for the benefit
of all stakeholders. The Portfolio activities undertaken by our
Manager are set out in the Investment Manager’s Review on
pages 14
to 19.
While the Company’s direct impact on the community and
environment is limited, its indirect ESG impact occurs through
the investment companies in which it invests. The Board gives
effect to this through the Manager’s Responsible Investment
approach which is set out on pages 24 and 25. The Board is
very supportive of the Manager’s approach, which focuses on
engagement with the investee companies on ESG issues and
how these link with the United Nations Sustainable Development
Goals (“SDGs”). Information on the annual evaluation of the
Manager, to ensure its continued appointment remains in the
best interests of shareholders, is set out on page 45.
In addition to the Company’s shareholders, Manager and
bankers, other key stakeholders include its service providers
such as the Custodian, Depositary, Broker and Registrar. The
Board receives regular reports from the Company’s key service
providers on an ongoing basis and evaluates them to ensure
expectations on service delivery are met.
The Board places great importance on communication with
shareholders and further information is set out on page 12.
The Company’s stakeholders are always considered when the
Board makes decisions and examples include:
Dividends
The Board recognises that providing an attractive level of
income with the potential for growth is important to the
Company’s Income shareholders. Following the payment of
the fourth interim dividend
on 8 July 2022, dividends with
respect to the financial year to 31 May 2022 total 6.65p
per Income share. This represents an increase of 7.3%
compared to the prior year and a yield of 5.1% at 31 May
2022
as compared to the yield on the FTSE All-Share Index
of 3.3% at that date.
Promoting the Success of the Company
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Cancellation of the Share Premium Account
On 30 September 2021, the Company’s shareholders
approved the Board’s proposal to cancel the Company’s
share premium account and create a new distributable
reserve (2022 special reserve), subject to the sanction by
the Scottish Court of Session. This was ultimately approved
and took effect on 26 May 2022. The creation of the 2022
special reserve provides the Company with further flexibility
in the future for the benefit of shareholders. It can be used
to pay or supplement the payment of dividends to the
Income shareholders and fund share buy-backs of both
Income shares or Growth shares.
Conversion facility
The Board recognises that providing shareholders with an
annual opportunity to convert their shares into the other
class without incurring UK capital gains tax should be an
attractive facility for shareholders who wish to do so. Over
the last few years, the Board has taken steps to enhance
the operation of the conversion facility while managing the
related costs to ensure it could operate when there was
meaningful demand. Conversions have occurred in the last
four financial years for the benefit of shareholders.
Share issuance and buy-backs
The Board believes that the ability to issue and buy back
shares is in the interests of all shareholders as it helps
to reduce the volatility in the premium or discount of the
Company’s share prices relative to their respective NAVs.
During the year the Company issued 1,480,000 new Income
shares and 1,085,000 new Growth shares at an average
premium to their NAVs of 1.6% and 1.6% respectively. This
helps to enhance the NAV for ongoing shareholders and to
grow the size of the Company and allows operating costs
to be spread over a wider shareholder base for the benefit
of all shareholders. During the year no Income shares or
Growth shares were bought back.
Borrowings
During the year, the Company’s borrowing facilities were
renewed with The Royal Bank of Scotland International
Limited and it entered into an unsecured loan facility for
£5 million for a three-year term at a fixed rate of 2.78%
and also a three-year unsecured revolving credit facility for
£5 million. These facilities can be utilised in both the Income
Portfolio or Growth Portfolio when the Board and Manager
consider it appropriate.
Retail investors
The Company's shareholders are predominantly retail
investors who invest through savings or execution-only
platforms. A significant proportion invest through the
Manager’s retail savings plans and the Board remains
focused with the Manager on the optimal delivery of the
Company's investment proposition for the benefit of all
shareholders. The Manager remains committed to its
savings plans and its relationship with its customers and
has invested significantly in its offering to enhance the digital
experience in order to meet its customers’ expectations.
Columbia Threadneedle Investments, the new owner of
the Manager, has also expressed its commitment to the
investment trust business and the savings plans.
Increasing awareness of the Company
Following the year end, the Board established a Marketing
Committee. Simon Longfellow, who has extensive experience
of marketing investment trusts to retail investors, will
chair the Committee, which will meet at least twice a year.
The objective of the Committee is to increase investors’
awareness of CT Global Managed Portfolio Trust and its
key attributes through appropriate initiatives. We believe
the Company, which provides investors with access to a
broad spread of investment companies, covering a variety
of geographies, sectors and investment managers, together
with its strong long-term performance is particularly well
suited to the retail segment of the market.
Board succession plan
The Board is committed to ensuring that its composition is
compliant with best corporate governance practice under the
AIC Code,
including guidance on tenure. As such, on 9 June
2022 as part of the ongoing Board succession plan, the
Board appointed Shauna Bevan as a non-executive Director.
Her biography is included on page 33 and the process which
was followed is set out on page 44. This recruitment will now
allow for the retirement of David Harris, who has served on
the Board since the launch of the Company in 2008. David
will retire following the forthcoming Annual General Meeting.
An objective of the succession plan has been to ensure an
adequate level of continuity and experience on the Board
thereby acting in the best interests of stakeholders.
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Most of the Company’s principal risks and uncertainties that
could threaten the achievement of its objective, strategy, future
performance, liquidity and solvency are market-related and
comparable to those of other investment companies investing
primarily in listed securities.
A summary of the Company’s risk management and internal
controls arrangements is included within the Report of the
Audit Committee on pages 47 and 48. By means of the
procedures set out in that summary, the Board has established
an ongoing process for identifying, evaluating and managing
the significant risks faced by the Company. Any emerging risks
that are identified and that are considered to be of significance
would be included on the Company's risk register with any
mitigations. These significant risks, emerging risks and other
risks are regularly reviewed by the Audit Committee and the
Board. Ongoing consideration has been given to the impact
from Coronavirus (COVID-19) and is referred to below in Market
Risk and Operational Risk. They have also regularly reviewed the
effectiveness of the Company’s risk management and internal
control systems for the period.
As explained in the Chairman’s Statement on page 9, BMO GAM
(EMEA) was acquired by Ameriprise Financial and its business
is being merged with Columbia Threadneedle Investments.
The Board looks favourably upon this transaction and expects
there to be little change for your Company. Nevertheless, an
acquisition such as this may introduce some uncertainty, until
the integration of systems is fully implemented. Therefore the
Board is treating this aspect as an emerging risk that it will
monitor closely. In addition the Company faces emerging risks
from the uncertainties in economic recovery from the COVID-19
pandemic, geopolitical unrest, climate change and rising
inflation.
The principal risks and uncertainties faced by the Company, and
the Board’s mitigation approach, are described below.
Notes 17 to 22 to the financial statements provide detailed
explanations of the risks associated with the Company’s
financial instruments and their management.
Principal Risks and Uncertainties Mitigation
Market Risk
The Company’s assets consist mainly of listed
closed-end investment companies and its
principal risks are therefore market-related and
include market risk (comprising currency risk,
interest rate risk and other price risk), liquidity
risk and credit risk.
Since early 2020 there has been increased
uncertainty in markets due to the effect of
COVID-19 and more recently the war in Ukraine
and rising inflation, which has led to falls and
volatility in the Company’s NAV.
Increase in overall risk during the year,
given the war in Ukraine, continuing
economic and market uncertainty,
climate change and rising inflation
The Board regularly considers the composition and diversification of the Income
Portfolio and the Growth Portfolio and considers individual stock performance
together with purchases and sales of investments. Investments and markets are
discussed with the Investment Manager on a regular basis.
The Board has, in particular, considered the impact of market volatility during
the COVID-19 pandemic and the war in Ukraine and from rising inflation and
is discussed in the Chairman’s Statement and Investment Manager’s Review.
Engagement on ESG matters are undertaken by the Manager. As a closed-end
investment company, it is not constrained by asset sales to meet redemptions
so can remain invested through volatile market conditions and is well suited to
investors seeking longer term returns.
An explanation of these risks and the way in which they are managed are
contained in notes 17 to 22 to the financial statements.
Principal Risks and Uncertainties
and Viability Statement
Report and Accounts 2022 | 29
Strategic Report
Principal Risks and Uncertainties Mitigation
Investment Risk
Incorrect strategy, asset allocation, stock
selection, inappropriate capital structure,
insufficient monitoring of costs, failure to
maintain an appropriate level of discount/
premium and the use of gearing could all lead to
poor returns for shareholders.
Increase in overall risk during the year,
due to geopolitical unrest and rising
inflation
The investment strategy and performance against peers and the benchmark
are considered by the Board at each meeting and reviewed with the Investment
Manager. The Board is responsible for setting the gearing range within which the
Manager may operate and gearing is discussed at every meeting and related
covenant limits are closely monitored.
The Income Portfolio and Growth Portfolio are diversified and comprise listed
closed-end investment companies and their compositions are reviewed regularly
by the Board.
The Manager’s Investment Risk team provide oversight on investment risk
management.
The Board regularly considers ongoing charges and a discount/premium
management policy has operated since the launch of the Company. Underlying
dividends from investee companies are also closely monitored.
Custody Risk
Safe custody of the Company’s assets may
be compromised through control failures by
the Custodian.
No change in overall risk
during the year
The Board receives quarterly reports from the Depositary confirming safe
custody of the Company’s assets and cash and holdings are reconciled to the
Custodian’s records. The Custodian’s internal controls reports are also reviewed
by the Manager and key points reported to the Audit Committee. The Board also
receives periodic updates from the Custodian on its own cyber-security controls.
The Depositary is specifically liable for loss of any of the Company’s assets that
constitute financial instruments under the AIFMD.
Operational Risk
Failure of the Manager as the Company’s main
service provider or disruption to its business,
or that of an outsourced or third party service
provider, could lead to an inability to provide
accurate reporting and monitoring, leading to a
potential breach of the Company’s investment
mandate or loss of shareholders’ confidence.
The risk includes failure or disruption as a
consequence of external events such as the
COVID-19 pandemic.
External cyber attacks could cause such failure
or could lead to the loss or sabotage of data.
No change in overall risk during the
year, but due to the impact of COVID-19
on working practices and the eventual
integration with Columbia Threadneedle
Investments’ systems this risk remains
heightened
The Board has considered the acquisition of BMO GAM (EMEA) by Columbia
Threadneedle Investments during the year and has met with senior management
to discuss this. Comfort was taken from its long-term financial strength and
resources and commitment towards the Manager’s investment trust business.
The Board meets regularly with the management of the Manager and its
Business Risk team to review internal control and risk reports, which includes
oversight of its own third party service providers. The Manager’s appointment is
reviewed annually and the contract can be terminated with six months’ notice.
The Manager
has a business continuity plan in place to ensure that it is able
to respond quickly and effectively to an unplanned event that could affect the
continuity of its business.
The Manager has outsourced trade processing, valuation and middle office
tasks and systems to State Street Bank and Trust Company (‘State Street’)
and supervision of such third party service providers, including SS&C who
adminster the Manager’s savings plans, has been maintained by the Manager.
This includes the review of IT security and heightened cyber threats which was
discussed with the Board during the financial year.
Following the easing of government COVID-19 related restrictions, the Manager
has moved from a remote ‘working from home’ arrangement to a hybrid model
with staff also returning to work in office locations. Throughout the pandemic the
Manager has continued to serve clients and keep operations running effectively
and in compliance with its regulatory obligations. These arrangements have and
continue to operate without incident or interruption. The Manager also closely
monitors the performance of its technology platform to ensure it is functioning
within acceptable service levels. The Company’s other third party service
providers have also implemented similar arrangements to ensure no disruption
to their service. Having considered these arrangements and reviewed the service
levels over the last year, the Board is confident that the Company continues to
operate as normal and expected service levels are being maintained.
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Strategic Report
Viability Assessment and Statement
In accordance with the UK Corporate Governance Code,
the Board is required to assess the future prospects for the
Company and considered that a number of characteristics of the
Company’s business model and strategy were relevant to this
assessment:
The Company’s investment objective and policy, which
are subject to regular Board monitoring, means that the
Company is invested principally in two diversified Portfolios
of listed closed-end investment companies and the level of
borrowing is restricted.
These investments are principally in listed securities which
are traded in the UK or another Regulated Exchange and
which are expected to be readily realisable.
The Company is a listed closed-end investment company
whose shares are not subject to redemptions by
shareholders.
Subject to shareholder continuation votes, the next of which
will be at the AGM in 2023 and five yearly thereafter, the
Company’s business model and strategy is not time limited.
Also relevant were a number of aspects of the Company’s
operational arrangements:
The Company retains title to all assets held by the Custodian
under the terms of a formal agreement with the Custodian
and Depositary.
The borrowing facilities, which remain available until February
2025, are subject to formal agreements, including financial
covenants with which the Company complied in full during
the year.
Revenue and expenditure forecasts are reviewed by the
Directors at each Board meeting.
The operational robustness of key service providers and
the effectiveness of alternative working arrangements in
particular given the impact of COVID-19.
That alternative service providers can be engaged at
relatively short notice if necessary.
In considering the viability of the Company, the Directors carried
out a robust assessment of the principal risks and uncertainties
which could threaten the Company’s objective and strategy,
future performance and solvency. This included the impact of
COVID-19 and the war in Ukraine and the impact of a significant
fall in equity markets on the Company’s investment Portfolios.
These risks, their mitigations and the processes for monitoring
them are set out on pages 28 and 29 in Principal Risks and
Uncertainties, on pages 47 and 48
in the Report of the Audit
Committee and in Notes 17 to 22 to the financial statements.
The Directors also considered:
The level of ongoing charges incurred by the Company which
are modest and predictable and (at 31 May 2022), excluding
any performance fee and ongoing charges of underlying
funds, total 1.04% and 0.96% of average net assets for the
Income shares and Growth shares respectively.
Future revenue and expenditure projections.
Its ability to meet liquidity requirements given the Company’s
investment Portfolios consist principally of listed investment
companies which can be realised if required.
The ability to undertake share buy-backs if required.
Whether the Company’s investment objective and policy
continue to be relevant to investors.
Directors are non-executive and the Company has no
employees and consequently the Company does not
have redundancy or other employment-related liabilities or
responsibilities.
The uncertainty in markets due to the effects of the
COVID-19 pandemic and more recently the war in Ukraine,
the impact on the global economy and the prospects for the
Company’s investment Portfolios.
These matters were assessed over a three year period to
August 2025, and the Board will continue to assess viability
over three year rolling periods.
As part of this assessment the Board considered a number
of stress tests and scenarios which considered the impact of
severe stock market volatility on shareholders’ funds over a
three-year period. The results demonstrated the impact on the
Company’s net assets and its expenses and its ability to meet
its liabilities over that period.
A rolling three year period represents the horizon over which
the Directors believe they can form a reasonable expectation of
the Company’s prospects, although they do have due regard to
viability over the longer term.
Based on their assessment, and in the context of the Company’s
business model, strategy and operational arrangements set
out above, the Directors have a reasonable expectation that
the Company will be able to continue in operation and meet
its liabilities as they fall due over the three year period to
August
2025.
Report and Accounts 2022 | 31
Strategic Report
Investment Objective and Policy
The Company’s investment objective is to provide an attractive
level of income with the potential for income and capital growth
to Income shareholders and to provide capital growth for Growth
shareholders, in each case through investing principally in a
diversified Portfolio of investment companies.
The Income Portfolio invests in a diversified Portfolio of at least
25 investment companies that have underlying investment
exposures across a range of geographic regions and sectors
and that focus on offering an income yield above the yield of the
FTSE All-Share Index.
The Growth Portfolio invests in a diversified Portfolio of at least
25 investment companies that have underlying investment
exposures across a range of geographic regions and sectors
and that the focus of which is to maximise total returns,
principally through capital growth.
The Company invests principally in closed-end investment
companies, wherever incorporated, which are listed on the
Official List of the Financial Conduct Authority. The majority of
the Company’s holdings comprise equity investments although
it is permitted to invest in other securities issued by investment
companies.
The Company is permitted to invest in other closed-end
investment companies, wherever incorporated, whose shares
are traded on AIM or a Regulated Exchange (other than the
London Stock Exchange’s Main Market) up to a maximum of
25% of the total assets of the relevant Portfolio.
In accordance with the Listing Rules of the Financial Conduct
Authority, the Company will not invest more than 10% in
aggregate of its total assets in other UK listed investment
companies that themselves may invest more than 15% of their
total assets in other UK listed investment companies.
There are no maximum levels set for underlying exposures to
geographic regions or sectors.
No investment in either Portfolio may exceed 15% of the relevant
Portfolio’s total assets at the time of the latest purchase.
The Manager may invest the assets of the Company in other
investment companies managed by the Manager or another
member of the Columbia Threadneedle Group, provided that
such investments in the Income or Growth Portfolios shall not
exceed 20% of the total assets of the relevant Portfolio at the
time of investment.
There are no defined limits on securities and accordingly the
Company may invest up to 100% of total assets in any particular
type of security.
The Company may use derivatives, principally for the purpose
of efficient portfolio management, including protecting the
Portfolios against market falls.
The Company may use gearing in either Portfolio. Borrowings are
not normally expected to exceed 20% of the total assets of the
relevant Portfolio. Under the Company’s Articles of Association,
the maximum borrowing limit is 50% of the total assets of the
relevant Portfolio.
Gearing Policy
As explained under Investment Objective and Policy, the
Company has the flexibility to borrow money with the aim of
generating a return greater than the cost of that borrowing.
The Board receives recommendations on gearing levels from
the Manager and it is responsible for setting the gearing range
within which the Manager may operate.
The Company has a £5 million unsecured fixed rate term loan
and a £5 million unsecured revolving credit facility, both of which
are available until 10 February 2025 with The Royal Bank of
Scotland International Limited.
At 31 May 2022, the fixed rate
term loan and £2 million of the revolving credit facility were
drawn down in the Income Portfolio. The facilities are described
in more detail in the notes to the financial statements.
Dividend Policy
Within the Company’s investment objective is the aim to provide
an attractive level of income for Income shareholders.
In determining dividend payments, the Board takes account of
income forecasts, brought forward revenue and other relevant
distributable reserves, the Company’s dividend payment record,
the yield of the FTSE All-Share Index and the corporation tax
rules governing investment trust status. Risks to the dividend
policy have been considered as part of the Principal Risks
and Uncertainties and Viability Review on pages 28 to 30 and
include financial risks leading to a deterioration in the level of
income received by the Company, or a significant change to the
Company‘s regulatory environment.
Dividends are currently paid as interim dividends, quarterly in
October, January, April and July.
Policy Summary
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32 | CT Global Managed Portfolio Trust PLC
Strategic Report
Share Issuance and Buy-back Strategy
Share issuance and buy-backs help reduce the volatility
of the share price premium or discount to net asset value
per share and enhance the net asset value per share for
continuing shareholders.
In normal circumstances, the Board aims to maintain the
discount to NAV at which the Company’s shares trade at not
more than 5%. In practice over the years the shares have
generally traded close to NAV. Shares will not be bought back
at a premium to net asset value. Shares which are bought back
by the Company may be cancelled or may be held in treasury.
Shares held in treasury may be resold at a price not less than
the net asset value. For further details see pages 38 and 39.
Prevention of the Facilitation of Tax Evasion
The Board is fully committed to complying with the UK’s Criminal
Finances Act 2017, designed to prevent tax evasion and the
facilitation of tax evasion in the jurisdictions in which the
Company operates. The policy is based upon a risk assessment
undertaken by the Board and professional advice is sought as
and when deemed necessary.
Taxation
The policy towards taxation is one of full commitment to
complying with applicable legislation and statutory guidelines.
The Company has received approval from HMRC as an
investment trust under Section 1158 of the Corporation Tax
Act 2010 ("Section 1158") and has since continued to comply
with the eligibility conditions such that it does not suffer UK
corporation tax on capital gains. The Manager ensures that the
Company submits correct taxation returns annually to HMRC,
settles promptly any taxation due and claims back, where
possible, taxes suffered in excess of taxation treaty rates on
non-UK dividend receipts.
Board Diversity and Tenure
The Board is composed solely of non-executive Directors and
its approach to the appointment of non-executive Directors is
based on its belief in the benefits of having a diverse range of
experience, skills, length of service and backgrounds, including
gender. The Board is conscious of the diversity targets set out in
the FCA Listing Rules and the Board complies with the AIC Code
of Corporate Governance in appointing appropriately diverse,
independent non-executive Directors who set the operational
and moral standards of the Company. The Board will always
appoint the best person for the role and will not discriminate
on the grounds of gender, race, ethnicity, socio-economic
background, religion, sexual orientation, age or physical ability.
Although the Company is not required to report against the
diversity targets under the Listing Rules until its 31 May 2023
Annual Report and Financial Statements, the Board has resolved
to do so on a voluntary basis as at 8 August 2022 (being the
latest practicable date prior to publication of the Annual Report
and Financial Statements). In accordance with Listing Rule
9.8.6R (9), (10) and (11) the Board has provided the following
information in relation to its diversity.
Board Gender as at 8 August 2022
(1)
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
Men 3 60% 2
Women 2 40%
(2)
(3)
(1)
The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust.
(2)
This meets the Listing Rules target of 40%.
(3)
The position of the Chairman of the Audit Committee is held by a woman however
this is not currently defined as a senior position. Following the conclusion of the
forthcoming AGM, it is intended that the position of Senior Independent Director
will be held by a woman. This will meet the Listing Rules target of 1.
Board Ethnic Background as at 8 August 2022
(1)
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
White British or other
White (including
minority-white groups)
4 80% 2
Mixed/Multiple Ethnic
Groups
1
(2)
20%
(1)
The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust.
(2)
This meets the Listing Rules target of 1.
The information included in the above tables has been obtained
following confirmation from the individual Directors.
As shown in the above tables, the Company has already met the
targets, which formally come into force for the financial year ending
31 May 2023, in relation to the gender and the ethnic background
of the Board. The Board will continue to take all matters of diversity
into account as part of its succession planning.
The Board is committed to maintaining the highest levels of
corporate governance in terms of independence and once
the Board's succession plan is complete would expect that in
future the Directors serve for a nine-year term, but this may be
adjusted for reasons of flexibility and continuity.
Integrity and Business Ethics
The Board applies a strict anti-bribery and anti-corruption
policy insofar as it applies to any directors or employees of the
Manager or any other organisation with which the Company
conducts business. The Board also ensures that adequate
procedures are in place and followed in respect of third-party
appointments, acceptance of gifts, hospitality and similar
matters.
The Strategic Report, contained on pages 7 to 32, has been
approved by the Board of Directors.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
8 August 2022
Report and Accounts 2022 | 33
Governance Report
David Warnock
Chairman of the Board, Nomination
Committee and Management
Engagement Committee
Appointed on 1 January 2019 and as
Chairman on 30 September 2021.
Experience and contribution: Dav
id co-founded
the investment firm of Aberforth Partners and
was a partner for 19
years until his retirement
in 2008. Before Aberforth, he was with Ivory &
Sime plc and 3i Group plc.
Other appointments: David is currently a
non-executive director and chairman of Troy
Income & Growth Trust plc and the senior
independent non-executive director of ICG
Enterprise Trust plc.
Shauna Bevan
Appointed on 9 June 2022.
Experience and contribution: Shauna is Head
of Investment Advisory at RiverPeak Wealth
Limited where she is responsible for fund
research and portfolio construction. She has
over twenty years of investment experience
having previously worked for Charles Stanley
and Merrill Lynch and is a Chartered Member
of the Chartered Institute for Securities and
Investment.
Other appointments: Shauna is currently a
director of a number of private companies.
David Harris
Senior Independent Director
Appointed on 21 February 2008.
David will retire at the conclusion of the AGM to
be held on 29 September 2022.
Experience and contribution: David is
Chief Executive of InvaTrust Consultancy
Ltd, a specialist investment and marketing
consultancy group that undertakes a variety
of projects within the investment fund
management industry.
Other appointments: David is currently a non-
executive director of The Character Group plc
and Bens Creek Group plc.
Susan (Sue) Inglis
Chairman of the Audit Committee
Appointed on 9 July 2018 and as Chairman of
the Audit Committee on 24 September 2020.
It is intended that Sue will become the Senior
Independent Director when David Harris retires.
Experience and contribution: Sue has more
than 30 years of experience as an adviser to
asset management groups and investment
companies. She is a qualified lawyer and
was a partner and head of funds and financial
services at Shepherd & Wedderburn. In 1999,
she co-founded Intelli Corporate Finance
and, from 2009 until retiring from executive
employment in 2018, held senior positions
in Canaccord Genuity’s financial institutions
and investment companies teams and Cantor
Fitzgerald’s investment companies team.
Other appointments: Sue is currently a non-
executive director and chairman of ThomasLloyd
Energy Impact Trust PLC and the senior
independent non-executive director of Baillie
Gifford US Growth Trust plc, Momentum Multi-
Asset Value Trust plc and Seraphim Space
Investment Trust plc.
Simon Longfellow
Chairman of the Marketing Committee
Appointed on 14 July 2021 and as Chairman
of the Marketing Committee on 19 July 2022.
Experience and contribution: Simon co-founded
Steps to Investing which launched in 2020
with the aim of helping inexperienced investors
get started on their investment journeys. He
also runs marketing consultancy Neo. Prior
to that he was Head of Marketing at Janus
Henderson Investors, focused entirely on
marketing investment trusts to retail investors.
Other appointments: Simon is currently a
non-executive director of Electric and General
Investment Fund and a director of a number of
other private companies.
Board of Directors
All of the Directors are non-executive. All of the Directors are considered by the Board to be independent. All of the Directors are
members of the Audit Committee, Management Engagement Committee, Nomination Committee and Marketing Committee.
No Director holds a directorship elsewhere in common with other members of the Board.
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Governance Report
Statement Regarding Annual Report and Financial
Statements
The Directors consider that, following a detailed review and
advice from the Audit Committee, the Annual Report and Financial
Statements for the year to 31 May 2022, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position
and performance, business model and strategy. The Audit
Committee reviewed the draft Annual Report and Financial
Statements for the purpose of this assessment and, in reaching
this conclusion, the Directors have assumed that the reader
of the Annual Report and Financial Statements would have a
reasonable level of knowledge of the investment industry in
general and investment companies in particular. The outlook for
the Company can be found on pages 9, 10, 18 and 19. Principal
risks and uncertainties can be found on pages 28 and 29 with
further information in notes 17 to 22 to the financial statements.
There are no instances where the Company is required to make
disclosures in respect of Listing Rule 9.8.4R.
Results and Dividends
The results for the year are set out in the financial statements
on pages 60 to 86. The return attributable to shareholders was
£(13,372,000), of which £(1,000,000) was attributable to the
Income Portfolio and £(12,372,000) to the Growth Portfolio.
The Company has paid quarterly interim dividends in the year
ended 31 May 2022 as follows:
Interim Dividend Payments
Payment date Rate per Income share
Fourth interim for 2021 9 July 2021 2.00p
First interim for 2022 8 October 2021 1.55p
Second interim for 2022 7 January 2022 1.55p
Third interim for 2022 8 April 2022 1.55p
A fourth interim dividend of 2.00p per Income share was paid
after the year-end, on 8 July 2022, to Income shareholders on the
register at close of business on 17 June 2022. The total dividend
for the financial year to 31 May 2022 of 6.65p per Income share
represents an increase of 7.3% over the 6.20p per Income share
paid in respect of the previous financial year to 31 May 2021.
As set out in the Company‘s dividend policy on page 31,
payments are made quarterly as interim dividends and the
Company does not currently pay a final dividend that would
require formal shareholder approval at the AGM. This enables
the fourth interim dividend payment to be made in July and
earlier than would be possible if that dividend was classed as
a final dividend and subject to shareholder approval at the AGM
in September. As an alternative, the Board proposes to seek
formal shareholder approval at the Annual General Meeting
(‘AGM
’) to continue quarterly payments (Resolution 8).
Principal Activity and Status
The Company is registered in Scotland as a public limited
company in terms of the Companies Act 2006 (Company
Number: SC338196). The Company is an investment company
within the terms of Section 833 of the Companies Act 2006.
The Company carries on business as an investment trust
and has been approved as such by HM Revenue & Customs
(‘HMRC’), subject to it continuing to meet the relevant eligibility
conditions and ongoing requirements. As a result, it is not liable
for corporation tax on capital gains. The Company intends to
continue to conduct its affairs so as to enable it to comply with
the requirements.
The Company is required to comply with company law, the rules
of the Financial Conduct Authority and other legislation and
regulations, including financial reporting standards, and its
Articles of Association.
The Company is a member of the Association of Investment
Companies (the ‘AIC’).
Accounting and Going Concern
Shareholders will be asked to approve the adoption of the Annual
Report and Financial Statements at the AGM (Resolution 1).
The financial statements start on page 60 and the unqualified
Independent Auditor’s Report on the financial statements is
on pages 54 to 59. The significant accounting policies of the
Company are set out in note 1 to the financial statements.
The Directors submit the Annual Report and Financial Statements of the Company for the year
ended 31 May 2022. The Directors‘ biographies, Corporate Governance Statement, the Report of the
Nomination Committee, the Report of the Management Engagement Committee, the Report of the
Audit Committee and the Directors‘ Remuneration Report form part of this Report of the Directors.
Report of the Directors
Report and Accounts 2022 | 35
Governance Report
In assessing the going concern basis of accounting, the
Directors have had regard to the guidance issued by the
Financial Reporting Council and have undertaken a rigorous
review of the Company’s ability to continue as a going concern
and specifically in the context of the COVID-19 pandemic.
Most of the Company's principal risks and uncertainties are
market-related and comparable to other investment companies
investing primarily in listed securities. An explanation of these
risks and how they are managed is set out on pages 28 and 29.
The Board has, in particular, considered the impact of increased
market volatility and the present uncertainties in economic
recovery from the COVID-19 pandemic and geopolitical unrest,
but does not believe the Company's ability to continue as a
going concern is affected.
The Company’s investment objective and policy, which is
described on page 31 and which is subject to regular Board
monitoring processes, is designed to ensure that the Company
is invested principally in listed securities. The value of these
investments exceeds the Company's liabilities by a significant
margin. The Company retains title to all assets held by its
Custodian and has agreements relating to its borrowing facilities
with which it has complied during the year. Cash is only held with
banks approved and regularly reviewed by the Manager.
As part of the going concern review, the Directors noted that
a £5 million fixed rate term loan and a £5 million revolving
credit facility are committed to the Company until 10 February
2025 and loan covenants are reviewed by the Board on a
regular basis. Further details are set out in note 12 to the
financial statements.
Notes 17 to 22 to the financial statements set out the financial
risk profile of the Company and indicate the effect on the assets
and liabilities of falls (and rises) in the value of securities and
market rates of interest.
The Directors believe, having assessed the principal risks and
other matters, including the COVID-19 pandemic and in light of
the controls and review processes noted and bearing in mind
the nature of the Company’s business and assets and revenue
and expenditure projections, that the Company has adequate
resources to continue in operational existence for a period of at
least twelve months from the date of approval of the financial
statements. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.
The Company’s longer term viability is considered in the ‘Viability
Assessment and Statement’ section on page 30.
The Company does not have a fixed life. However, the Company’s
Articles of Association require the Board to next put a resolution
to shareholders at the 2023 Annual General Meeting (and five-
yearly thereafter) to continue the Company. The continuation
vote will be proposed as an ordinary resolution. The first such
resolution was put to shareholders and passed at the Annual
General Meeting held on 19 September 2018.
Statement of Disclosure of Information to Auditor
As far as the Directors are aware, there is no relevant audit
information of which the Company’s Auditor is unaware, and
each Director has taken all the steps that he or she ought to
have taken as a Director in order to make himself or herself
aware of any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
Re-appointment of Auditor
KPMG LLP was re-appointed as the Company’s Auditor at the
Annual General Meeting on 30 September 2021 and it has
expressed its willingness to continue in office as the Company’s
Auditor. A resolution proposing its re-appointment and
authorising the Directors to determine its remuneration will be
submitted at the AGM (Resolution 7).
Further information in relation to the re-appointment can be
found on page 48.
Capital Structure and Voting Rights
The Company’s capital structure is explained in the ‘Capital
Structure’ section on page 93 of this Annual Report and details
of the share capital are set out in note 13 to the financial
statements. Details of voting rights are also set out in the notes
to the notice of Annual General Meeting. At 31 May 2022 there
were 48,397,165 Income shares and 38,860,148 Growth
shares listed and the total issued share capital of the Company
(excluding treasury shares) was represented 55.5% by Income
shares and 44.5% by Growth shares.
There are: no significant restrictions concerning the transfer
of securities in the Company (other than certain restrictions
imposed by laws and regulations such as insider trading laws);
no agreements known to the Company concerning restrictions
on the transfer of securities in the Company or on voting
rights; and no special rights with regard to control attached to
securities. Pursuant to the Company’s loan facility agreement,
repayment may be required in the event of a change in control of
the Company. There are no other significant agreements which
the Company is a party to that might be affected by a change of
control of the Company following a takeover bid.
Substantial Interests in Share Capital
At 31 May 2022 the Company had 48,397,165 Income shares
and 38,860,148 Growth shares in issue. As at and since that
date the Company had received no notifications of significant
voting rights (under the FCA’s Disclosure Guidance and
Transparency Rules) in respect of the Company’s share capital.
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Governance Report
Manager’s Savings Plans
Since the launch of the Company, the majority of the Income
shares and Growth shares have been held through the
Manager’s retail savings plans. Approximately 67% of the
Income shares and 83% of the Growth shares are held in this
manner. The voting arrangements for these shares is explained
on page 93.
Share Conversion
During the year the Company’s annual share conversion facility
proceeded for those shareholders who had elected to do
so. The net result of those conversions, which took effect on
4
November 2021, was a decrease of 27,625 Income shares in
issue and an increase of 13,595 Growth shares in issue.
Directors' Remuneration Report
The Directors’ Remuneration Report, which can be found
on pages 50 to 52, provides detailed information on the
remuneration arrangements for the Directors of the Company
including the Directors’ Remuneration Policy. Shareholders will be
asked to approve the Annual Report on Directors’ Remuneration
(Resolution 2) at the AGM on 29
September 2022.
At the Annual General Meeting held on 24 September 2020,
shareholders approved the Directors' Remuneration Policy and it
is intended that this policy will continue for the three year period
ending at the AGM in 2023, when shareholders will next be
asked for their approval. There have been no material changes
to the Remuneration Policy since approved by shareholders at
the Annual General Meeting held on 24 September 2020.
Director Election and Re-Elections
Biographical details of the Directors, all of whom are non-
executive, can be found on page 33 and are incorporated into
this report by reference.
With the exception of Simon Longfellow and Shauna Bevan, who
were appointed on
14 July 2021 and 9 June 2022 respectively,
and Colin McGill who retired on 30 September 2021, all of
the Directors held office throughout the year under review. In
accordance with the Company’s Articles of Association, any
Director appointed by the Board shall hold office only until the
next Annual General Meeting and shall then be eligible for
election. Accordingly, Shauna Bevan will retire at the AGM, being
the first such meeting following her appointment and, being
eligible, offers herself for election (Resolution 3).
As explained under the Corporate Governance Statement on
page
42, the Board has agreed that all Directors will retire
annually. David Harris is not standing for re-election and will
therefore retire at the conclusion of the forthcoming Annual
General Meeting. Accordingly, Sue Inglis, Simon Longfellow and
David
Warnock will retire at the AGM and, being eligible, offer
themselves for re-election. (Resolutions 4, 5 and 6).
The skills and experience each Director brings to the Board for
the long-term sustainable success of the Company are set out
below.
Resolution 3 relates to the election of Shauna Bevan who
was appointed on 9 June 2022 and has in-depth investment
experience and industry knowledge.
Resolution 4 relates to the re-election of Sue Inglis who was
appointed on 9 July 2018. She has extensive and in-depth
knowledge and experience in the investment companies
sector having been a senior corporate financier and, prior to
that, a senior lawyer specialising in investment companies and
also from her other non-executive director roles.
Resolution 5 relates to the re-election of Simon Longfellow
who was appointed on 14 July 2021 and has extensive
marketing experience in the investment trust sector.
Resolution 6 relates to the re-election of David Warnock
who was appointed on 1 January 2019 and has in-depth
knowledge, expertise and experience in investment
management and with investment companies.
The Board believes that longer serving Directors should not be
prevented from forming part of an independent majority, which
is consistent with the view expressed within the AIC Code. The
Board does not consider that a Director’s tenure necessarily
reduces his or her ability to act independently and, following
formal performance evaluations, the Board believes that each
Director is independent in character and judgement, that they
perform their duties at all times in an independent manner and
that there are no relationships or circumstances which are likely
to affect the judgement of any Director. The Board believes that
continuity and experience add significantly to the strength of
the Board. For these reasons and those set out on page 44,
the tenure of David Harris, who has served on the Board for
14 years, is not considered to compromise his independence.
David Harris will retire at the conclusion of the forthcoming
AGM. Additional information on diversity and tenure is set out on
pages 32 and 44.
The Directors believe that the Board has an appropriate balance
of skills, experience, independence and knowledge of the
Company to enable it to provide effective strategic leadership
and proper governance of the Company. The Chairman and the
Board confirms that, following formal performance evaluations,
the performance of each of the Directors continues to be
effective and demonstrates commitment to the role and, having
considered the Directors’ other time commitments and Board
positions, are satisfied that each Director has the capacity to
be fully engaged with the Company's business. The Chairman
and the Board therefore believe that it is in the interests of
shareholders that each of those Directors seeking election and
re-election are elected/re-elected.
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Governance Report
There are no service contracts in existence between the
Company and any Directors but each of the Directors has been
issued with, and accepted, the terms of a letter of appointment
that sets out the main terms of his or her appointment. Amongst
other things, the letter includes confirmation that the Director
has a sufficient understanding of the Company and the sector in
which it operates, and sufficient time available to discharge their
duties effectively taking into account their other commitments.
These letters are available for inspection upon request at the
Company’s registered office during normal business hours and
will be available for inspection at the Annual General Meeting.
Directors’ Interests and Letters of Indemnity
There were no contracts of significance to which the Company
was a party and in which a Director is, or was, materially
interested during the year.
The Company has entered into letters of indemnity in favour of
each of the Directors and these were in force throughout the
year ended 31 May 2022 and, in the case of Shauna Bevan,
from her appointment on 9 June 2022. Following the year end,
the Company has refreshed its letters of indemnity with each
of the Directors to account for legislative updates and changes
in market practice. These letters give each Director the benefit
of an indemnity to the extent permitted by the Companies
Act 2006 against liabilities incurred by each of them in the
execution of their duties and the exercise of their powers.
A copy of each letter of indemnity is available for inspection
at the Company’s registered office during normal business
hours and will be available for inspection at the Annual General
Meeting. The Company also maintains Directors‘ and officers‘
liability insurance.
Conflicts of Interest
Under the Companies Act 2006 a Director must avoid a situation
where he or she has, or could have, a direct or indirect interest
that conflicts, or possibly may conflict, with the Company’s
interests. The requirement is very broad and could apply, for
example, if a Director becomes a director of another company
or a trustee of another organisation. The Companies Act 2006
allows directors of public companies to authorise conflicts and
potential conflicts, where appropriate, where the Articles of
Association contain a provision to this effect. The Company’s
Articles of Association give the Directors authority to approve
such situations.
The Board therefore has procedures in place for the authorisation
and review of potential conflicts relating to the Directors.
The Company maintains a register of Directors’ conflicts of
interest which have been disclosed and approved by the
other Directors. Other than authorisation of Directors’ other
directorships, no authorisations have been sought. This register
is kept up-to-date and the Directors are required to disclose to
the Company Secretary any changes to conflicts or any potential
new conflicts.
Safe Custody of Assets
The Company’s investments are held in safe custody by
JPMorgan Chase Bank (the ‘Custodian’). Operational matters
with the Custodian are carried out on the Company’s behalf by
the Manager in accordance with the provisions of the investment
management agreement. The Custodian is paid a variable
fee dependent on the number of trades and location of the
securities held.
Depositary
JPMorgan Europe Limited (the ‘Depositary’) acts as the
Company’s depositary in accordance with the AIFMD. The
Depositary’s responsibilities, which are set out in an Investor
Disclosure Document on the Company’s website, include,
but are not limited to, cash monitoring, segregation and safe
keeping of the Company’s financial instruments and monitoring
the Company’s compliance with investment and leverage limit
requirements. The Depositary receives for its services a fee of
0.01% per annum on the value of the Company’s net assets,
payable monthly in arrears.
Although the Depositary has delegated the safekeeping of all
assets held within the Company’s investment Portfolios to the
Custodian, in the event of loss of those assets that constitute
financial instruments under the AIFMD, the Depositary will be
obliged to return to the Company financial instruments of an
identical type, or the corresponding amount of money, unless
it can demonstrate that the loss has arisen as a result of an
external event beyond its reasonable control, the consequences
of which would have been unavoidable despite all reasonable
efforts to the contrary.
Management and Administration
The Manager provides management, administration, marketing,
accounting and company secretarial services to the Company.
A summary of the investment management agreement between
the Company and the Manager in respect of the services
provided is given in notes 4 and 5 to the financial statements.
The Manager is the Company’s AIFM, for which it does not
receive any additional remuneration.
Since the end of the year, the Management Engagement
Committee has reviewed the appropriateness of the Manager’s
appointment. In carrying out its review the Committee
considered the past investment performance of the Company
and the ability of the Manager to produce satisfactory
investment performance in the future. It also considered the
length of the notice period of the investment management
agreement and the fees payable to the Manager, together
with the standard of other services provided, which include
administration, marketing, accounting and company secretarial
services. Following this review, which included a comparison
against the terms of appointment of investment managers for
similar investment companies, it is the Directors’ opinion that
the continuing appointment of the Manager on the terms agreed
is in the interests of shareholders as a whole.
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Other Companies Act Disclosures
The rules for appointment and replacement of Directors are
contained in the Articles of Association of the Company. In
respect of periodic retirement, the Articles of Association
provide that each Director is required to retire at the third
Annual General Meeting after the Annual General Meeting at
which last elected. As mentioned earlier in this Report, the
Board has agreed that all Directors will retire annually.
Amendment of the Articles of Association and powers to
issue and buy-back shares require shareholder authority.
There are no agreements between the Company and the
Directors providing for compensation for loss of office that
occurs because of a takeover bid.
Future Developments of the Company
The future success of the Company in pursuit of its investment
objective is dependent primarily on the performance of its
investments and the outlook for the Company is set out in the
Chairman’s Statement on pages 9 and 10 and the Investment
Manager’s Review on pages 18 and 19.
Environmental, Social and Governance
Details on the Company's Environmental, Social and Governance
policies, including voting on Portfolio investments, is set out on
pages 24 and 25.
The Company seeks to conduct its affairs responsibly and
environmental factors are, where appropriate, taken into
consideration with regard to investment decisions taken on
behalf of the Company.
Modern Slavery Act 2015
As an investment company with no employees or customers
and which does not provide goods or services in the normal
course of business, the Company considers that it does not fall
within the scope of the Modern Slavery Act 2015 and it is not,
therefore, obliged to make a human trafficking statement. The
Company's own supply chain, which consists predominantly
of professional advisers and service providers in the financial
services industry, is considered to be low risk in relation to this
matter. A statement by the Manager under the Act has been
published on its website at columbiathreadneedle.co.uk.
Greenhouse Gas Emissions
All of the Company’s activities are outsourced to third parties. As
such it does not have any physical assets, property, employees
or operations of its own and does not generate any greenhouse
gas or other emissions.
Financial Instruments
The Company’s financial instruments comprise its investment
Portfolios, cash balances, bank borrowings and debtors and
creditors that arise directly from its operations such as sales
and purchases awaiting settlement and accrued income.
The financial risk management objectives and policies
arising from its financial instruments and the exposure of the
Company to risk are disclosed in notes 17 to 22 to the financial
statements.
Annual General Meeting
The Annual General Meeting will be held at Exchange House,
Primrose Street, London, EC2A 2NY, on Thursday 29 September
2022 at 11.30am. The notice of Annual General Meeting is set
out on pages 88 to 92. Peter Hewitt, the Investment Manager,
will give a presentation at the AGM and there will also be an
opportunity to ask questions. If you are unable to attend the
AGM, you may submit any questions you may have with regard
to the resolutions proposed at the AGM or the performance of
the Company in advance of the meeting to the following email
address: MPTCoSec@columbiathreadneedle.com. The Investment
Manager’s presentation will be available to view on the Company’s
website, ctglobalmanagedportfolio.co.uk, following the meeting.
The AGM is currently proposed to be held in person and voting on
all resolutions will be conducted by way of a poll. Shareholders are
encouraged to exercise their votes either through the Registrar’s
online portal or by completing and returning their Form of Proxy or
Form of Direction. The results of the poll will be announced via a
regulatory announcement and posted on the Company’s website
at ctglobalmanagedportfolio.co.uk after the meeting. Any changes
to the AGM arrangements will be announced via a regulatory
announcement and will be included on the Company’s website.
Resolutions 9 to 13 are explained below.
Directors’ Authority to Allot Shares and Sell Shares
from Treasury (Resolutions 9, 10 and 11)
Since the Annual General Meeting of the Company held on
30
September 2021, and in accordance with the authorities
granted, the Board has exercised its powers by issuing
1,195,000 new Income shares and 990,000 new Growth shares
(representing 2.5% and 2.5% of the Company’s total issued
Income share and Growth share capital respectively (excluding
treasury shares) as at 8 August 2022) on a non pre-emptive
basis at a premium to the net asset value per share.
The Directors believe that the Company’s continuing ability to
issue shares at a premium to net asset value or sell shares from
treasury will increase liquidity and reduce volatility by preventing
the build-up of excessive demand for shares.
The sale of shares from treasury is to be at a price not less than
the net asset value per share of the Income shares (in the case
of a sale of Income shares) or Growth shares (in the case of a
sale of Growth shares).
The Directors are seeking authority to allot Income shares and
Growth shares.
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Governance Report
Resolution 9 (authority to allot shares) will, if passed, authorise
the Directors to allot new Income shares up to an aggregate
nominal amount of £921,933.02 (consisting of 9,707,000
Income shares) and new Growth shares up to an aggregate
nominal amount of £741,763.35 (consisting of 7,810,000
Growth shares), being approximately 20% of the Company’s total
issued Income shares and approximately 20% of the Company’s
total issued Growth shares (excluding treasury shares) as at
8
August 2022.
Resolution 10 (power to disapply pre-emption rights) will, if
passed, authorise the Directors to allot new Income shares,
or resell Income shares held in treasury, up to an aggregate
nominal amount of £460,966.51 (consisting of 4,853,500
Income shares) and allot new Growth shares, or resell Growth
shares held in treasury, up to an aggregate nominal amount of
£370,881.67 (consisting of 3,905,000 Growth shares), being
approximately 10% of the Company’s total issued Income shares
and approximately 10% of the Company’s total issued Growth
shares (including treasury shares), as at 8 August 2022, for
cash without first offering such shares to existing shareholders
pro rata to their existing holdings.
Resolution 11 (additional power to dissaply pre-emption rights)
will, if passed, and in addition to Resolution 10, authorise the
Directors to allot further new Income shares, or resell Income
shares held in treasury, up to an aggregate nominal amount of
£460,966.51 (consisting of 4,853,500 Income shares) and allot
new Growth shares, or resell Growth shares held in treasury, up
to an aggregate nominal amount of £370,881.67 (consisting
of 3,905,000 Growth shares) being approximately 10% of the
Company‘s total issued Income shares and approximately 10%
of the Company’s total issued Growth shares (including treasury
shares), as at 8 August 2022, for cash without first offering such
shares to existing shareholders pro rata to their existing holdings.
These authorities will continue until the earlier of 29 December
2023 (being 15 months from the date of the Annual General
Meeting in 2022) and the conclusion of the Annual General
Meeting in 2023. The Directors will only allot new shares
pursuant to these authorities if they believe it is advantageous
to the Company’s shareholders to do so and will not result in
a dilution of net asset value per share.
Directors’ Authority to Buy Back Shares (Resolution 12)
At the last Annual General Meeting held on 30 September 2021
shareholders gave the Company authority to make market
purchases of up to 7,074,000 Income shares and 5,684,000
Growth shares (being 14.99% of each of the issued Income shares
and Growth shares, in each case excluding treasury shares).
During the year to 31 May 2022, the Company did not purchase
through the market any Income shares or Growth shares for
treasury.
The current authority of the Company to make market purchases
of up to 14.99% of each of the issued Income shares and
Growth shares (in each case, excluding shares held in
treasury) expires at the end of the Annual General Meeting and
Resolution 12, as set out in the notice of the Annual General
Meeting, seeks renewal of that authority. The renewed authority
to make market purchases will be in respect of a maximum
of 14.99% of each of the issued Income shares and issued
Growth shares (in each case, excluding treasury shares) of
the Company on the date of the passing of the resolution. The
price paid for shares will not be less than the nominal value of
£0.094976101 per share nor more than the higher of (a) 5%
above the average of the middle market price of those shares for
the five business days before the shares are purchased and (b)
the higher of the last independent trade and the highest current
independent bid on the London Stock Exchange. This power will
only be exercised if, in the opinion of the Directors, a purchase
will result in an increase in net asset value per share and is in
the interests of the shareholders. Any shares purchased under
this authority will either be held in treasury or cancelled at the
determination of the Directors. This authority will expire on the
earlier of 29
December 2023 and the conclusion of the next
Annual General Meeting of the Company.
There is no limit on the number of shares that a company can
hold in treasury at any one time and the Board has not set a
limit on the number of shares that can be held in treasury by
the Company.
There were 87,587,313 Income shares and Growth shares
in issue (excluding treasury shares) as at 8 August 2022 of
which 48,537,165 (55.4%) are Income shares and 39,050,148
(44.6%) are Growth shares. At that date, the Company held nil
Income shares and nil Growth shares in treasury.
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Approval of the Proposed Purchase Contract
(Resolution 13)
Resolution 13 gives the Company authority to buy its deferred
shares, arising on the conversion of any of the Growth shares or
Income shares into the other class of shares, by way of an off-
market purchase in accordance with Sections 693 and 694 of
the Companies Act 2006. The deferred shares will be purchased
for nil consideration as they have no economic value in order to
keep the balance sheet straight forward. The exact number of
deferred shares which will arise as a result of any conversions is
not yet known and therefore the Purchase Contract constitutes
a contract under Section 694(3) of the Companies Act 2006.
By law the Company will only be able to purchase these shares
off-market if the Purchase Contract is approved by special
resolution at a general meeting of the Company.
Recommendation
The Board considers that the passing of the resolutions to be
proposed at the Annual General Meeting is in the best interests
of the Company and its shareholders as a whole and they
unanimously recommend that shareholders vote in favour of
those resolutions. Information on shareholder voting rights is set
out in the notes to the notice of the Annual General Meeting.
Individual Savings Accounts
The Company’s shares are qualifying investments for Individual
Savings Accounts. It is the current intention of the Directors
that the Company will continue to conduct its affairs to satisfy
this requirement.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
8 August 2022
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Governance Report
The biographical details of the Directors responsible for the
governance of the Company are set out on page 33. Committee
membership is also included and the respective terms of
reference and biographies are also available on the Company’s
website ctglobalmanagedportfolio.co.uk
In maintaining the confidence and trust of the Company’s
shareholders, the Board sets out to adhere to the highest
standards of corporate governance, business and ethics
transparency and it remains committed to doing so. As
the Board believes that good governance creates value, it
expects the investment companies in which it invests to apply
similar standards.
Governance Overview
Throughout the financial year, an Audit Committee, Management
Engagement Committee and Nomination Committee were in
place. The role and responsibilities of these committees are
set out in their respective reports, which follow, and their terms
of reference are also available on the Company’s website.
Each of the committees comprises all of the Directors. The
Board considers that, given its size, it would be unnecessarily
burdensome to establish separate committees which did not
include the entire Board and believes that this enables all
Directors to be kept fully informed of any issues that arise.
Since the year-end, on 19 July 2022, the Board also established
a new Marketing Committee. Chaired by Simon Longfellow, the
Committee comprises all of the Directors and intends to meet at
least twice a year. The objective of the Committee is to increase
investors’ awareness of CT Global Managed Portfolio Trust and
to promote its key attributes through appropriate initiatives. Its
terms of reference are also available on the Company’s website.
As set out in the Strategic Report the Board has appointed the
Manager to manage the investment Portfolios as well as to carry
out the day to day management and administrative functions.
Reporting from the Manager is set out on pages 14 to 19 and in
the Report of the Audit Committee in respect of internal controls
on pages 47 and 48. The Board’s evaluation of the Manager can
be found on page 45.
The Board has direct access to company secretarial advice
and services of the Manager which, through the Company
Secretary, is responsible for ensuring that Board and committee
procedures are followed and applicable laws, regulations and
best practice requirements are complied with. The proceedings
at all Board and Committee meetings are fully recorded through
a process that allows any Director's concerns to be recorded by
the Company Secretary in the minutes.
Compliance with the AIC Code of Corporate Governance
(the “AIC Code”)
The Board of CT Global Managed Portfolio Trust PLC has
considered and supports the principles and provisions of the
AIC Code published in February 2019. The AIC code addresses
the principles and provisions set out in the UK Corporate
Governance Code (the “UK Code”) as well as setting out
additional provisions on issues that are of specific relevance
to investment companies. There are also two main differences.
In the AIC Code, both the nine year limit on chair tenure and the
restriction on the chair of the Board being a member of the Audit
Committee have been removed.
Colin McGill retired following the conclusion of the AGM on
30
September 2021. He was appointed to the Board in February
2008 and then as Chairman in January 2019. Following
Colin McGill’s retirement, David Warnock was then appointed
Chairman. David Warnock was appointed to the Board on
1 January 2019 and has therefore served for less than nine
years. The tenure policy relating to the Directors, which includes
the Chairman, is set out on page 32.
None of the Directors standing for re-election at the forthcoming
AGM has served in excess of nine years.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant information
to shareholders.
By reporting against the AIC Code, the Company meets its
obligations in relation to the UK Code (and associated disclosure
requirements under paragraph 9.8.6 of the Listing Rules) and as
such does not need to report further on issues contained in the
UK Code which are not relevant to it as an externally managed
investment company.
The Board believes that the Company has complied with the
recommendations of the AIC Code during the year under review
and up to the date of this report and, except as regards the
provisions of the UK Code set out below, has thereby complied
with the relevant provisions of the UK Code:
the role of the Chief Executive;
executive Directors’ remuneration;
the need for an internal audit function;
membership of the Audit Committee by the Chairman of the
Board; and
workforce engagement
For the reasons set out in the AIC Code, the Board considers
these provisions as not being relevant to the position of the
Corporate Governance Statement
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Governance Report
Company, being an externally managed investment company.
In particular, all of the Company’s daily management and
administrative functions have been delegated to the Manager.
As a result, the Company has no executive Directors, employees
or internal operations. As explained in the Report of the Audit
Committee, the Chairman of the Board is also a member of the
Audit Committee, as permitted by the AIC Code. Therefore, with
the exception of the need for an internal audit function, which is
addressed on page 48, we have not reported further in respect
of these provisions.
The AIC Code can be found on theaic.co.uk and the UK Code
on frc.org.uk
Company Purpose
The Company’s purpose, values and culture and the basis on
which it aims to generate value over the longer term is set out
within the Purpose, Strategy and Business Model on pages
11 to 12. How the Board seeks to promote the success of the
Company is set out on pages 26 to 27.
Board Leadership
The Board consists solely of non-executive Directors and David
Warnock is the Chairman. The Board is responsible for the
effective stewardship of the Company’s affairs and has in place
a schedule of matters that it has reserved for its decision, which
is reviewed periodically.
The Board currently meets at least four times a year and at
each meeting the Board reviews the Company’s investment
performance and considers financial analyses and other reports
of an operational nature. The Board monitors compliance
with the Company’s objectives and is responsible for setting
investment and gearing limits within which the Manager has
discretion to act, and thus supervises the management of
the investment Portfolios which is contractually delegated to
the Manager.
An investment management agreement between the Company
and its Manager, Columbia Threadneedle Investment Business
Limited, sets out the matters over which the Manager has
authority and the limits beyond which Board approval must be
sought. All other matters, including strategy, investment and
dividend policies, gearing and corporate governance procedures,
are reserved for the approval of the Board of Directors.
Division of Board Responsibilities
As an externally managed investment company, all the Directors
are non-executive and there are no employees. David Warnock,
as Chairman, is responsible for the leadership and management
of the Board and promotes a culture of openness, challenge and
debate. The Chairman sets the agenda for all Board meetings
under a regular programme of matters in conjunction with the
Company Secretary. There is a strong working relationship with
the Manager and the Investment Manager and related personnel
attended the meetings throughout the year and reported to the
Board. Discussions are held in a constructive and supportive
manner, with appropriate challenge and strategic guidance and
advice from the Board whenever necessary, consistent with the
culture and values.
Currently, David Harris is the Senior Independent Director and
acts as an experienced sounding board for the Chairman or as an
intermediary for shareholders. He also leads the annual evaluation
of the Chairman. David Harris will retire following the conclusion of
the forthcom
ing AGM on 29 September 2022 and Sue Inglis has
agreed to fulfil this role, following David’s retirement.
In order to enable them to discharge their responsibilities, all
Directors have full and timely access to relevant information.
Directors may, at the expense of the Company, seek independent
professional advice on any matter that concerns them in the
furtherance of their duties. No such advice was taken during
the year under review. The Company maintains appropriate
Directors’ and officers’ liability insurance.
Under the Articles of Association of the Company, the number
of Directors on the Board may be no less than two and no more
than seven. Directors may be appointed by the Company by
ordinary resolution or by the Board. Any Director appointed by
the Board would hold office only until the next general meeting
and then be eligible for re-election by shareholders. The
Board has agreed that all Directors will retire annually and, if
appropriate, seek re-election.
Full details of the duties of Directors are provided at the time
of appointment. New Directors receive an induction from the
Manager on joining the Board, and all Directors are encouraged
to attend relevant training courses and seminars and receive
regular updates on the industry and changes to laws, regulations
and best practice requirements from the Company Secretary and
other parties, including the AIC. All of the Directors consider that
they have sufficient time to discharge their duties.
All Directors are considered by the Board to be independent
of the Company’s Manager and the Board believes that each
Director is independent in character and judgement and that
they perform their duties at all times in an independent manner
and that there are no relationships or circumstances which are
likely to affect the judgement of any Director.
Directors’ Attendance During the Year Ended 31 May 2022
Board of
Directors
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
No. of meetings 4 3 1 4
D Warnock 4 3 1 4
C S McGill
(1)
2 1 1 1
D Harris 4 3 1 4
S P Inglis 4 3 1 4
S M Longfellow
(2)
4 3 1 4
(1)
Retired on 30 September 2021
(2)
Appointed on 14 July 2021
Report and Accounts 2022 | 43
Governance Report
In addition, during the year, meetings were held to approve the
interim dividends and also with respect to the annual share
conversion facility and new borrowing facilities.
Composition and Succession
The composition of the Board and Committees together with
the experience of the members is set out on page 33. The
Company’s diversity and tenure policy is set out on page 32.
David Harris has served on the Board since the launch of the
Company in 2008 and will retire following the conclusion of the
forthcoming AGM on 29 September 2022. A succession plan to
allow for the retirement of the longer serving Directors has been
in progress over the last few years and following the year-end,
on 9 June 2022, a new non-executive Director Shauna Bevan
was appointed to the Board. An objective of the succession plan
was to ensure an adequate level of continuity and experience
on the Board while changes were made, thereby acting in the
best interests of shareholders. The Report of the Nomination
Committee on page 44 sets out the process carried out in
respect of the appointment of Shauna Bevan
as a non-executive
Director of the Company.
Board Evaluation and Effectiveness
During the year the performance of the Board and Committees,
including the performance of each individual Director and the
Chairman, was evaluated through a formal assessment process,
led by the Senior Independent Director. This process involved
consideration of completed questionnaires tailored to suit the
nature of the Company and discussion of the points arising
amongst the Directors.
Following this process, it was concluded that the performance
of each Director and the Chairman continues to be effective and
each remains committed to the Company and that the Board
oversees the management of the Company effectively and has
the requisite skills and expertise to safeguard shareholders’
interests.
The conclusion from the assessment process was also that
the Audit Committee, Nomination Committee and Management
Engagement Committee were operating effectively, with the right
balance of membership, experience and skills.
Audit, Risk and Internal Control
The Board has a well established and effective Audit Committee,
the report of which is set out on pages 46 to 49. There is an
explanation of the procedures under which risk is managed
and how the Board oversees the internal control framework
and determines the nature and extent of the principal risks
the Company is willing to take in order to achieve its long-term
strategic objectives. In the current year this also included the
assessment of the operational risks posed by COVID-19 and
the implementation of contingency plans by the Manager and
other third party service providers. Details of the principal risks
and uncertainties are set out on pages 28 and 29 and further
information on the Company’s risk management and internal
control framework can be found on pages 47 to 48.
The rationale for the Company not having established its own
internal audit function is also explained.
The report of the Audit Committee explains how the independence
and effectiveness of the external Auditor is assessed and how the
Board satisfies itself on the integrity of financial statements. The
report also covers the process under which the Board satisfied
itself that the Annual Report and Financial Statements, taken as a
whole, presents a fair, balanced and understandable assessment
of the Company’s position and prospects.
Relations with Shareholders and Other Stakeholders
Communication with the Company’s key stakeholders, who are
its shareholders, the Manager, bankers and other key service
providers, is set out on page 12.
Remuneration
Information on the remuneration arrangements for the non-
executive Directors of the Company can be found in the
Remuneration Report on pages 50 to 52 and in note 5 to the
financial statements.
The remuneration policy is explained on page 50 and that,
as non-executive Directors, their fees are set at a level
commensurate with the skills and experience necessary for
the effective stewardship of the Company and the contribution
towards the delivery of the investment objective. While there are
no executive Directors and no employees, shareholders should
expect that the fees paid to the Manager are aligned with the
Company’s purpose and values and the successful delivery of
its long-term strategy.
Share Capital and Companies Act 2006 Disclosures
Details of the Company’s share capital structure are set out on
page 35 and other Companies Act 2006 disclosures are
included on page 38.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
8 August 2022
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44 | CT Global Managed Portfolio Trust PLC
Governance Report
Composition of the Committee
The Committee comprises the full Board and is chaired by David
Warnock and its terms of reference can be found on the website
at ctglobalmanagedportfolio.co.uk
Role of the Committee
The primary role of the Nomination Committee is to review and
make recommendations with regard to Board structure, size and
composition. It takes into account the ongoing requirements
of the Company and the need to have a balance of skills,
experience, diversity (including gender, race, ethnicity, socio-
economic background, religion, sexual orientation, age or physical
ability), independence and knowledge of the Company within the
Board and ensuring succession planning is carefully managed.
The Committee met on four occasions during the year and
considered matters such as:
the size of the Board and its composition, particularly in
terms of succession planning and the experience and skills
of individual Directors and diversity of the Board as a whole;
tenure;
the criteria for future Board appointments and the methods
of recruitment, selection and appointment; and
future retirement of Directors.
Diversity and Tenure
The Company’s Board diversity and tenure policy is shown
on page 32 and recruitment searches are open to a diverse
range of candidates. Other than the diversity targets set out in
the Listing Rules, the Directors have not set any measurable
objectives in relation to diversity of the Board and will always
appoint the best person for the role.
The Board believes that a Director’s tenure does not necessarily
reduce his or her contribution or ability to act independently
and that continuity and experience can add significantly to the
strength of investment trust Boards where the characteristics
and relationships tend to differ from those of other companies.
However, the Board is committed to maintaining the highest
levels of corporate governance in terms of independence and
once the Board's succession plan is complete would expect
that, in future, Directors would normally serve for not more than
nine years, but this may be adjusted for reasons of flexibility
and continuity.
Appointments and Succession Planning
Appointments of all new non-executive Directors are made
on a formal basis, using professional search consultants as
appropriate, with the Nomination Committee agreeing the
selection criteria and the method of recruitment, selection and
appointment.
A succession plan, to allow for the retirement of the longer
serving Directors, has been in progress over the last few years.
The emphasis has been on ensuring the highest level of skills,
knowledge and experience of the Board and when recruiting
a new Director consideration is given to the current skills and
experience of the Board and the remaining tenure of each
Director. This assists in identifying the desired attributes of the
new Director and ensures that the Board continues to comprise
individuals with appropriate and complementary skills and
experience and continuity.
David Harris, one of the Directors, has served on the Board
since the launch of the Company in 2008 and has therefore
served for more than nine years and during the year a search for
a new non-executive Director was undertaken.
An external search agency, Cornforth Consulting (which has
no connection to the Company or the Directors), was engaged
to assist with the process. The Committee defined the
criteria that was required and the selection process took into
consideration the applications received and interviews with the
short-listed candidates.
Following the recruitment process it was agreed to appoint
Shauna Bevan to the Board with effect from 9 June 2022.
Having served on the Board since 2008, Colin McGill retired
following the Annual General Meeting held on 30
September
2021 and it has been agreed that David Harris will retire
following the conclusion of the forthcoming AGM to be held
on 29
September 2022. It is intended that Sue Inglis will then
become the Senior Independent Director.
Committee Evaluation
The activities of the Committee were considered as part of
the Board appraisal process completed in accordance with
standard governance arrangements as summarised on page
43.
The conclusion from the process was that the Committee
was operating effectively, with the right balance of experience
and skills.
David Warnock
Chairman of the Nomination Committee
8 August 2022
Report of the
Nomination Committee
Report and Accounts 2022 | 45
Governance Report
Composition of the Committee
The Committee comprises the full Board and is chaired by David
Warnock and its terms of reference can be found on the website
at ctglobalmanagedportfolio.co.uk
Role of the Committee
The Committee meets at least annually and its role is to review
the terms and conditions of the Manager’s appointment and
the services it and other key service providers provide and the
fees charged.
The Committee met on one occasion during the year.
Manager Evaluation Process and Re-appointment
Since the end of the year, the Committee has reviewed the
appropriateness of the Manager’s appointment. In carrying
out its review the Committee considered the past investment
performance of the Company and the skills, experience
and depth of the Manager’s team involved in managing the
Company’s assets and its ability to produce satisfactory
investment performance in the future.
Its performance is considered by the Board at every meeting,
with a formal evaluation by the Committee each year. For the
purposes of its ongoing monitoring, the Board receives reports
from the Manager on investment activity, attribution, gearing,
risk and performance. This allows the Board to assess the
management of the investment Portfolios against the Company’s
investment objective on an ongoing basis together with
performance against the Company’s key performance indicators.
The annual evaluation that took place in July 2022 included a
presentation from the Investment Manager and the Manager’s
Head of Investment Trusts. This included reporting on the
investment performance over the last year and its ability to
successfully deliver the investment strategy for shareholders.
The Manager also reported on the strength of its current
business, progress of the integration of its business with that
of Columbia Threadneedle Investments, the resources and
opportunities that can be expected as part of the enlarged
business and the continued support of the investment
trust
business.
The Committee also considered the length of the notice period
of the investment management agreement and fees payable
to the Manager, together with the standard of other services
provided which include ESG, administration, marketing,
accounting and company secretarial services.
Following this review, it was the Committee’s view that the
continuing appointment of the Manager on the terms agreed
was in the interests of shareholders as a whole. The Board
ratified this recommendation.
Committee Evaluation
The activities of the Committee were considered as part of
the Board appraisal process completed in accordance with
standard governance arrangements as summarised on page 43.
The conclusion from the process was that the Committee
was operating effectively, with the right balance of experience
and skills.
David Warnock
Chairman of the Management Engagement Committee
8 August 2022
Report of the Management
Engagement Committee
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Governance Report
Composition of the Committee
The Board recognises the requirement for the Audit Committee
as a whole to have competence relevant to the sector in which
the Company operates and at least one member with recent and
relevant experience.
The Audit Committee is chaired by Sue Inglis who has recent
and relevant financial experience. The Audit Committee operates
within clearly defined terms of reference and comprises the
full Board. These Directors have a combination of financial,
investment and business experience and specifically with
respect to the investment trust sector and accordingly have
sufficient experience to discharge their responsibilities.
Given the relevant financial and investment experience of the
Chairman of the Board, his continued independence and valued
contribution, the Audit Committee considers it appropriate
that he is a member. Details of the members can be found on
page
33 and the Committee's terms of reference are available at
the website ctglobalmanagedportfolio.co.uk.
The performance of the Committee was evaluated as part of the
Board appraisal process.
Role of the Committee
The duties of the Audit Committee include ensuring the integrity
of the financial reporting and financial statements of the
Company, reviewing the annual and interim financial statements,
the risk management and internal controls process and the
terms of appointment and remuneration of the Auditor, KPMG
LLP (‘KPMG’), including its independence and objectivity. It also
provides a forum through which the Auditor reports to the Board
of Directors and meets at least twice a year including at least
two meetings with KPMG.
The Audit Committee met on three occasions during the year
and the attendance of each of the members is set out on
page
42. In the due course of its duties, the Committee had
direct access to KPMG and senior members of the Manager’s
Fund Management, Investment Trust and Business Risk teams.
Amongst other things, the Audit Committee considered and
reviewed the following matters and reported thereon to the
Board:
the annual and half-yearly results announcements, and
annual and half-yearly reports and financial statements;
the accounting policies of the Company and the allocation of
management expenses and interest costs between capital
and revenue;
the principal and emerging risks and uncertainties faced
by the Company and the effectiveness of the Company’s
internal control and risk management environment, including
consideration of the assumptions underlying the Board’s
statements on going concern and viability;
the effectiveness of the external audit process and any
related non-audit services and the independence and
objectivity of KPMG, its re-appointment, remuneration and
terms of engagement;
the policy on the engagement of KPMG to supply non-audit
services and approval of any such services;
the implications of proposed new accounting standards and
regulatory changes;
the need for the Company to have its own internal audit
function;
the ISAE/AAF and SSAE16 reports or their equivalent from
the Manager, the Custodian and other significant third party
service providers;
whether the Annual Report and Financial Statements are fair,
balanced and understandable;
the operational arrangements and performance of the
Manager and other third party service providers in terms of
business continuity during the COVID-19 pandemic; and
the acquisition of BMO GAM by Columbia Threadneedle
Investments and the expected integration of its systems, risk
management and internal control infrastructure.
During the preparation of both the half-yearly report for the six
month period ended 30 November 2021 and the Annual Report
and Financial Statements for the year ended 31 May 2022
the Committee has considered the impact of the COVID-19
pandemic upon the risks, operations and accounting basis of
the Company. As noted within Principal Risks and Uncertainties
and Viability Statement on pages 28 to 30 the Directors have
reviewed the risk register of the Company and agreed that the
overall risk from some of its principal risks remain heightened as
a consequence of the pandemic. The Committee has noted that
at the onset of the pandemic the Manager implemented ‘working
from home’ arrangements for its staff and the Company’s
other third party service providers also implemented similar
arrangements to ensure no disruption to their service. Following
the easing of government COVID-19 related restrictions, the
Manager has moved to a hybrid model with staff also returning
to work in office locations. The Committee continues to monitor
this and is confident that the Company continues to operate as
normal with service levels maintained.
Report of the Audit Committee
Report and Accounts 2022 | 47
Governance Report
With regard to the change of ownership of the Manager that
took effect on 8 November 2021, the Audit Committee has
received confirmation that the existing systems and controls are
unchanged and continued to operate effectively throughout the
year under review and thereafter without any material change to
the date of this report. The merger of the Manager and Columbia
Threadneedle Investments will entail the progressive integration
of the two organisations, which the Audit Committee will monitor
closely from a risk management and internal control
perspective.
The Board retains ultimate responsibility for all aspects relating
to external financial statements and other significant published
financial information as noted in the Statement of Directors‘
Responsibilities on page 53.
Risk Management
The Board has established an ongoing process designed to
meet the particular needs of the Company in managing the risks
to which it is exposed, consistent with the related guidance
issued by the Financial Reporting Council.
The Manager’s Business Risk department provides regular
control reports to the Audit Committee and the Board covering
risk and compliance and any significant issues of direct
relevance to the Company are required to be reported to the
Audit Committee and Board immediately.
For the management of risk, a key risk summary is produced
to help identify the risks to which the Company is exposed,
the controls in place and the actions being taken to mitigate
them. The Audit Committee and Board has a robust process for
considering the resulting risk control assessment and reviews
the significance of the risks and reasons for any changes.
The Company’s principal risks and uncertainties and their
mitigations are set out on pages 28 and 29 with additional
information provided in notes 17 to 22 to the financial
statements. The integration of these risks into the consideration
of the Viability Statement on page 30
was also fully considered
and the Audit Committee concluded that the Board‘s Statement
was soundly based. The period of three years was also agreed
as remaining appropriate for the reasons given in the Statement.
Internal Controls
The Board has overall responsibility for the Company’s systems
of risk management and internal control, for reviewing its
effectiveness and ensuring that risk management and internal
control processes are embedded in the daily operations, which
are managed by the Manager.
The Audit Committee has reviewed and reported to the Board
on these controls which aim to ensure that the assets of
the Company are safeguarded, proper accounting records
are maintained and the financial information used within the
business and for publication is reliable.
Control of the risks identified, including financial, operational,
compliance and overall risk management, is exercised by the
Audit Committee and the Board through regular reports provided
by the Manager. The reports cover investment performance,
attribution, compliance with agreed and regulatory investment
restrictions, financial analyses, revenue estimates, performance
of the third party administrator of the Manager’s savings plans
and other relevant issues.
At each Board meeting, the Board monitors the investment
performance of the Company in comparison to its objective
and relevant equity market indices. The Board also reviews the
Company’s activities since the last Board meeting to ensure
that the Manager adheres to the agreed investment policy and
approved investment guidelines and, if appropriate, approves
changes to such policy and guidelines.
The system of risk management and internal control is designed
to manage, rather than eliminate, risk and, by its nature, can
only provide reasonable, but not absolute, assurance against
material misstatement, loss or fraud. Further to the review by the
Audit Committee, the Board has assessed the effectiveness of
the Company’s internal control systems.
The assessment included a review of the Manager’s risk
management infrastructure and the Report on Internal Controls
in accordance with ISAE 3402 and AAF (01/20) for the year
to 31 October 2021 (the ‘ISAE/AAF Report’) that has been
prepared for its clients. The Audit Committee also received
confirmation from the Manager that, subsequent to this date,
there had been no material changes to the control environment.
Containing a report and an unqualified opinion from independent
reporting accountants KPMG LLP, it sets out the Manager’s
control environment and procedures with respect to the
management of its clients’ investments and maintenance of
their financial records. The effectiveness of these controls is
monitored by the Manager’s Group Audit and Risk Committee
which receives regular internal audit reports from its Risk and
Control Services function. Procedures are also in place to
capture and evaluate any failings and weaknesses within the
Manager’s control environment and those extending to any
outsourced service provider to ensure that action would be
taken to remedy any significant issues identified and which
would be reported to the Board. Any errors or breaches relating
to the Company are reported at each Audit Committee and Board
meeting by the Manager. No failings or weaknesses material
to the overall control environment and financial statements in
respect of the Company were identified in the year under review
nor to the date of this report.
The Audit Committee also reviewed appropriate reports on the
internal controls of other significant service providers, such as
the Custodian and Registrar, and was satisfied that there were
no material exceptions.
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Governance Report
The review procedures have been in place throughout the
financial year and up to the date of approval of the financial
statements, and the Board is satisfied with their effectiveness.
Through the reviews and reporting arrangements set out above
and by direct enquiry of the Manager and other relevant parties,
the Committee and the Board have satisfied themselves that
there were no material control failures or exceptions affecting
the Company's operations during the financial year or to the date
of this report.
The Audit Committee has reviewed the need for an internal
audit function. Based on review, observation and enquiry,
the Audit Committee and the Board have concluded that the
systems and procedures employed by the Manager provide
sufficient assurance that a sound system of internal control,
which safeguards shareholders’ investments and the Company’s
assets, is maintained. In addition, the Company’s financial
statements are audited by an external Auditor. An internal
audit function, specific to the Company, is therefore considered
unnecessary but this decision will be kept under review.
External Audit Process and Significant Matters
Considered by the Audit Committee
In carrying out its responsibilities, the Audit Committee has
considered the planning arrangements, scope, materiality levels
and conclusion of the year ended
31 May 2022 external audit of
the financial statements. The significant matters considered by
the Audit Committee are discussed in the table on the following
page.
The Audit Committee met in July 2022 to discuss the draft
Annual Report and Financial Statements, with representatives
of KPMG and the Manager in attendance and KPMG presented
their year-end report to the Audit Committee. At the conclusion
of the audit KPMG did not highlight any issues to the Audit
Committee which would cause it to qualify its audit report. KPMG
issued an unqualified audit report which is included on pages 54
to 59.
Non-audit Services
The Committee regards the continued independence of the
Auditor to be a matter of the highest priority. The Company’s
policy with regard to the provision of non-audit services by the
external Auditor ensures that no engagement will be permitted if:
the provision of the services would contravene any regulation
or ethical standard;
the Auditor is not considered to be expert providers of the
non- audit services;
the provision of such services by the Auditor creates a
conflict of interest for either the Board or the Manager; and
the services are considered to be likely to inhibit the
Auditor’s independence or objectivity as Auditor.
In particular, the Committee has a policy that the accumulated
costs of all non-audit services sought from the Auditor in any
one year should not exceed 30% of the likely audit fees for
that year and not exceed 70% of the average audit fee for the
previous three years.
In relation to the provision of non-audit services by the Auditor it
has been agreed that all non-audit work to be carried out by the
Auditor must be approved in advance by the Audit Committee. In
addition to statutory audit fees, KPMG received fees, excluding
VAT, for non-audit services of £nil for the year (2021: £3,500).
In the prior year these related to agreed upon procedures
in relation to the annual share conversion facility. The Audit
Committee did not consider that the provision of such non-audit
services was a threat to the objectivity and independence of the
conduct of the audit.
Auditor Assessment, Independence and Appointment
The Audit Committee reviews the re-appointment of the Auditor
every year and has been satisfied with the effectiveness of
KPMG‘s performance on the audit just completed.
As part of the review of Auditor independence and effectiveness,
KPMG has confirmed that it is independent of the Company and
has complied with relevant auditing standards. In evaluating
KPMG, the Audit Committee has taken into consideration the
standing, skills and experience of the firm and the audit team.
The Audit Committee, from direct observation and enquiry
of the Manager, remains satisfied that KPMG continues
to provide effective independent challenge in carrying out
its responsibilities. KPMG’s fee for the audit, excluding VAT, was
£42,760 (2021: £40,000).
Following professional guidelines, the senior statutory auditor
rotates at least every five years. Bryan Shepka, the current
senior statutory auditor, was engaged for the first time during the
current year ended 31 May 2022, which was KPMG's fifth year
as Auditor. The Audit Committee also considered the evaluation
of KPMG‘s audit performance through the Audit Quality Review
performed by the Financial Reporting Council.
As part of its annual review, the Committee considers the
need for putting the audit out to tender for reasons including
quality, cost or independence. While the Company is required
to carry out a tender at least every ten years, and by no later
than 31 May 2027, in view of increases in audit fees, the Audit
Committee intends to conduct a competitive audit tender in
the forthcoming year. This is no reflection on the quality of the
existing Auditor’s work or any issue other than cost.
In the meantime, on the basis of this assessment, the Audit
Committee has recommended the re-appointment of KPMG
to the Board.
Report and Accounts 2022 | 49
Governance Report
Significant Matters Considered by the Audit Committee in Relation to the Financial Statements
Matter Action
Investment Portfolio Valuation
The Company’s Portfolios are invested
predominantly in listed securities. Errors in the
Portfolio valuations could have a material impact
on the Company’s net asset value per share.
The Board reviews the full Portfolio valuations at each Board meeting
and receives quarterly monitoring and control reports from the AIFM and
Depositary. The Audit Committee reviewed the Manager’s annual ISAE/
AAF Report, as referred to on page 47, which is reported on by independent
external accountants and details the systems, processes and controls
around the daily pricing of equity and fixed interest securities, including the
application of exchange rate movements. The Manager has provided further
assurance that controls have operated satisfactorily since that date.
Misappropriation of Assets
Misappropriation of the Company’s investments or
cash balances could have a material impact on its
net asset value per share.
The Audit Committee reviewed the Manager’s ISAE/AAF Report, as referred
to on page 47, which details the controls around the reconciliation of the
Manager’s records to those of the Custodian. The Audit Committee also
reviewed the Custodian’s annual internal controls report, which is reported
on by independent external accountants, and provides details regarding its
control environment. The Depositary has issued reports confirming, amongst
other matters, the safe custody of the Company’s assets for the periods since
implementation of AIFMD to 31 May 2022.
The Audit Committee read and discussed this Annual Report and Financial Statements and concluded that it is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s performance, objective and strategy.
Sue P Inglis
Chairman of the Audit Committee
8 August 2022
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Governance Report
Full details of the Company’s policy with regards to Directors’
fees, and fees paid during the year ended 31 May 2022, are
shown below. This shows all major decisions on Directors’
remuneration, and any substantial changes made during the
year relating to Directors’ remuneration, including the context in
which any changes occurred.
Under company law, the Auditor is required to audit certain
disclosures provided. Where disclosures have been audited they
are indicated as such. The Auditor’s opinion is included in its
report on pages 54 to 59.
The Board consists solely of independent non-executive
Directors. The Company has no executive Directors or
employees. The Board is responsible for determining the level
of Directors’ fees and will consider these at least annually.
A comprehensive review of comparative Directors’ fees is
considered in advance of each review.
Directors’ Remuneration Policy
The Company’s policy is that the remuneration of non-executive
Directors should be set at a level commensurate with the skills
and experience necessary for the effective stewardship of the
Company and the expected contribution of the Board as a whole,
their responsibilities, duties and time commitment required and
be fair and comparable to that of other investment companies
that are similar in size and have similar investment objectives.
The policy also provides for the Company‘s reimbursement
of all reasonable travel and associated expenses incurred by
the Directors in attending Board and Committee meetings,
including those treated as a benefit in kind subject to tax and
national insurance.
The Company has not received any views from its shareholders
in respect of the levels of Directors’ remuneration. It is intended
that the policy will continue for the three year period ending at
the AGM in 2023.
The fees for the non-executive Directors are determined within
the limits set out in the Company’s Articles of Association. The
present limit is £150,000 per annum and may not be changed
without seeking shareholder approval at a general meeting.
Directors are not eligible for bonuses, pension benefits, share
options, long-term incentive schemes or other benefits.
The non-executive Directors are engaged under letters of
appointment and do not have service contracts. Each Director
has a letter of appointment setting out the terms and conditions
of his or her appointment and such letters are available
for inspection at the Company’s registered office during
business hours.
The dates on which each Director was appointed to the Board
are set out under their biographies on page 33. The terms of
appointment provide that a Director shall retire and be subject
to election at the first Annual General Meeting after his or
her appointment. Directors are thereafter obliged to retire
periodically and, if they wish, to offer themselves for election,
by shareholders at the third Annual General Meeting after the
Annual General Meeting at which last elected. However, in
accordance with the recommendations of the UK Code and
the AIC Code, the Board has agreed that all Directors will retire
annually and, if appropriate, seek re-election. With the exception
of Shauna Bevan, all the Directors were last re-elected at the
AGM held on 30 September 2021 and, with the exception of
David Harris, will stand for election or re-election at the AGM on
29
September 2022. There is no notice period and no provision
for compensation upon termination of appointment.
Voting at Annual General Meeting on Directors’
Remuneration Policy
The Directors’ Remuneration Policy was last approved by
shareholders at the Company’s Annual General Meeting held
on 24 September 2020. 95.0% of votes were in favour of the
resolution and 5.0% were against.
Annual Statement
As Chairman of the Board, I confirm that effective 1 June 2021
the amounts paid to Directors increased by £600 per annum
for the Chairman, £500 per annum for the Audit Committee
Chairman and £450 per annum for each of the other Directors.
Future Policy Table
Following a review of the level of Directors’ fees for the year to
31 May 2023, the Board concluded that the amounts paid to
Directors would increase by approximately 5% and therefore by
£1,500 per annum for the Chairman, £1,350 per annum for the
Audit Committee Chairman and £1,150 per annum for each of
the other Directors. It was agreed that the amount paid to the
Marketing Committee chairman would be £27,300 per annum.
Based on this, Directors’ fees for the financial year to 31 May
2023 will be as follows:
Director
31 May
2023
£
31 May
2022
(1)
£
Chairman 31,600 30,100
Audit Committee chairman 27,300 25,950
Marketing Committee chairman 27,300 n/a
Director 24,000 22,850
(1)
Actual Directors’ remuneration for the year ended 31 May 2021.
Directors’ Remuneration Report
Report and Accounts 2022 | 51
Governance Report
Annual Report on Directors’ Remuneration
Directors’ Emoluments for the Year (Audited)
The Directors who served during the financial year received the following amounts for services as non-executive Directors for the
years ended 31 May 2022 and 2021 and can expect to receive the fees indicated for 2023 as well as reimbursement for expenses
necessarily incurred. No other forms of remuneration were paid during the year.
Fees for services to the Company (audited)
Fees
(audited)
Taxable benefits
(1)
(audited)
Total
(audited)
Anticipated
fees
(2)
Director
31 May
2022
£
31 May
2021
£ % change
31 May
2022
£
31 May
2021
£ % change
(7)
31 May
2022
£
31 May
2021
£ % change
31 May
2023
£
D Warnock (Chairman)
(3)
27,677 22,400 +23.6 0.0 27,677 22,400 +23.6 31,600
C S McGill
(3)
10,061 29,500 -65.9 0.0 10,061 29,500 -65.9 n/a
S L Bevan
(4)
n/a n/a n/a n/a n/a n/a n/a n/a n/a 23,474
D Harris 22,850 22,400 +2.0 1,648 94 +1,653.2 24,498 22,494 +8.9 7,956
S P Inglis 25,950 24,480 +6.0 0.0 25,950 24,480 +6.0 27,300
S M Longfellow
(5)
20,158 n/a n/a 1,596 n/a n/a 21,754 n/a n/a 26,866
A G Stewart
(6)
n/a 8,117 n/a n/a n/a n/a 8,117 n/a n/a
Total 106,696 106,897 -0.2 3,244 94 +3,351.1 109,940
106,991 +2.8 117,196
(1)
Comprises amounts reimbursed for expenses incurred in carrying out business for the Company, which have been grossed up to include PAYE and NI contributions.
(2)
Fees expected to be payable to the Directors during the year ended 31 May 2023. Taxable benefits are also anticipated but are not currently quantifiable. The anticipated
fees reflect that D Harris will retire following the AGM.
(3)
C S McGill was the Chairman until he retired following the AGM on 30 September 2021. D Warnock was then appointed Chairman.
(4)
Appointed on 9 June 2022.
(5)
Appointed on 14 July 2021.
(6)
Retired on 24 September 2020.
(7)
The increase in taxable benefits is due to the low level of travel related expenses incurred in the year to 31 May 2021 due to COVID-19 related restrictions.
Relative Importance of Spend on Pay
The table below shows the actual expenditure during the year in
relation to Directors’ remuneration (excluding taxable benefits),
other expenses and shareholder distributions:
31 May
2022
£
31 May
2021
£
Change
%
Aggregate Directors’ remuneration 106,696 106,897 -0.2
Management and other expenses,
excluding performance fee 1,756,000 1,507,000 +16.5
Performance fee 625,000 n/a
Quarterly dividends paid to
shareholders (relating to the year)
(1)
3,184,000 2,908,000 +9.5
Aggregate cost of Income shares
and Growth shares repurchased 557,000 n/a
(1)
The annual dividend increased by 7.3% from 6.20p to 6.65p per Income share,
however, the cost of the dividend increased by 9.5% due to the issuance of new
Income shares during the year to 31 May 2022.
Directors’ Shareholdings (Audited)
The Directors who held office at the year-end and their interests
in the shares of the Company at 31 May 2022 (all of which were
beneficially held) were as follows:
31 May 2022 31 May 2021
Director
Income
Shares
Growth
Shares
Income
Shares
Growth
Shares
D Harris 5,000 5,000 5,000 5,000
S M Longfellow 10,950 n/a n/a
S P Inglis 3,000 12,000 3,000 12,000
D Warnock
(Chairman)
30,000 20,000 30,000 20,000
There have been no changes in the Directors’ interests in the
shares of the Company between 31 May 2022 and 8 August
2022.
Following the year-end, S L Bevan was appointed to the Board
on 9 June 2022. S L Bevan does not hold any Income shares or
Growth shares in the Company.
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52 | CT Global Managed Portfolio Trust PLC
Governance Report
Company Performance
The graph below compares, for the ten financial years ended
31 May 2022, the total return (assuming all dividends are
reinvested) to Income shareholders and Growth shareholders
compared to the total return on the FTSE All-Share Index.
This index was chosen for comparison purposes as it is the
Company’s benchmark. An explanation of the performance
of the Company is given in the Chairman’s Statement and
Investment Manager’s Review.
Share Price Total Return and the FTSE All-Share Index
Total Return (Rebased to 100 at 31 May 2012)
Index
Income share price total return
FTSE All-Share Index total return
Growth share price total return
80
100
120
140
160
180
200
220
240
260
280
300
May-12 May-13 May-14 May-15 May-16 May-17 May-18 May-19 May-20 May-21 May-22
Source: Columbia Threadneedle Investments and Refinitive Eikon
Voting at Annual General Meeting on Annual
Remuneration Report
At the Company’s last Annual General Meeting, held on
30
September 2021, shareholders approved the Directors’
Remuneration Report in respect of the year ended 31 May
2021. 94.2% of votes were in favour of the resolution and 5.8%
were against.
An ordinary resolution for the approval of this Annual Report
on Directors’ Remuneration will be put to shareholders at the
forthcoming Annual General Meeting (Resolution 2).
On behalf of the Board
David Warnock
Chairman
8 August 2022
Report and Accounts 2022 | 53
Governance Report
Statement of Directors’ Responsibilities in Respect of
the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report
and 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 they are
required 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 its profit or
loss for that period. In preparing these financial statements, the
Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable and
prudent;
state whether applicable UK accounting standards have
been followed, subject to any material departures disclosed
and explained in the financial statements;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
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 are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error, and 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, Report of the
Directors, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and those
regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on
the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect of
the Annual Report and Financial Statements
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company;
the Strategic Report and the Report of the Directors include
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 the
Company faces; and
we consider the Annual Report and Financial Statements,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Company’s position and performance, business
model and strategy.
On behalf of the Board
David Warnock
Chairman
8 August 2022
Statement of Directors’ Responsibilities
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54 | CT Global Managed Portfolio Trust PLC
Auditor’s Report
1. Our opinion is unmodified
We have audited the financial statements of CT Global Managed
Portfolio Trust PLC (“the Company”) for the year ended 31 May
2022 which comprise the Income Statement, Balance Sheet,
Cash Flow Statement, Statement of Changes in Equity and the
related notes, including the accounting policies in note 1.
In our opinion the financial statements:
give a true and fair view of the state of Company’s affairs as
at 31 May 2022 and of its return for the year then ended;
have been properly prepared in accordance with UK
accounting standards, including FRS 102
The Financial
Reporting Standard applicable in the UK and Republic of
Ireland
; and
have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis
for our opinion. Our audit opinion is consistent with our report to
the audit committee.
We were first appointed as auditor by the shareholders
on 21 September 2017. The period of total uninterrupted
engagement is for the five financial years ended 31 May 2022.
We have fulfilled our ethical responsibilities under, and we
remain independent of the Company in accordance with, UK
ethical requirements including the FRC Ethical Standard as
applied to listed public interest entities. No non-audit services
prohibited by that standard were provided.
Overview
Materiality: £1.67m (2021: £1.8m)
financial statements as a whole 1% (2021: 1%) of total assets
Key audit matters vs 2021
Recurring risks
Carrying Value of Quoted Investments
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. We summarise below the key audit matter (unchanged from 2021), in arriving at our audit opinion
above, together with our key audit procedures to address this matter and, as required for public interest entities, our results from
those procedures. This matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for
the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental
to that opinion, and we do not provide a separate opinion on this matter.
Independent Auditor’s Report
to the members of CT Global Managed Portfolio Trust PLC
Report and Accounts 2022 | 55
Auditor’s Report
The risk Our response
Carrying Value of Quoted
Investments
(£159.1 million; 2021:
£173.2 million)
Refer to page 49 (Audit
Committee Report), page 66
(accounting policy) and pages
75
-76 (financial disclosures).
Low risk, high value:
The Company’s portfolio of quoted
investments makes up 95.1% (2021:
96.6%) of the Company’s total assets
(by value) and is one of the key drivers
of results. We do not consider these
investments to be at a high risk of
significant misstatement, or to be subject
to a significant level of judgement
because they comprise liquid, quoted
investments. However, due to their
materiality in the context of the financial
statements as a whole, they are
considered to be one of the areas which
had the greatest effect on our overall
audit strategy and allocation of resources
in planning and completing our audit.
We performed the detailed tests below rather
than seeking to rely on controls, because the
nature of the balance is such that detailed testing
is determined to be the most effective manner of
obtaining evidence.
Our procedures included:
Tests of detail: Agreed the valuation of 100%
of investments in the portfolio to externally
quoted prices; and
Enquiry of depository: Agreed 100%
of investment holdings in the portfolio
to independently received third party
confirmations from the Depository
Our results
We found the carrying amount of quoted
investments to be acceptable (2021:
acceptable)
3. Our application of materiality and an overview of the
scope of our audit
Materiality for the financial statements as a whole was set
at £1.67m (2021: £1.8m), determined with reference to a
benchmark of total assets, of which it represents 1% (2021: 1%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a
lower threshold, performance materiality, so as to reduce
to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the financial statements as a whole.
Performance materiality was set at 75% (2021: 75%) of
materiality for the financial statements as a whole, which
equates to £1.26m (2021: £1.34m). We applied this percentage
in our determination of performance materiality because we did
not identify any factors indicating an elevated level of risk.
In addition, we applied materiality of £218k (2021: £210k)
and performance materiality of £164k (2021: £150k) to
investment income, and materiality of £1k {2021: £1k} to
Directors’ remuneration, for which we believe misstatements
of lesser amounts than materiality for the financial statements
as a whole could reasonably be expected to influence the
Company’s members’ assessment of the financial performance
of the Company.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £84k
(2021:
£85k), in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality
and performance materiality levels specified above and was
performed by a single audit team.
The scope of the audit work performed was predominately
substantive as we placed limited reliance upon the Company’s
internal control over financial reporting.
Total Assets
£167.4m (2021: £179.3m)
Materiality
£1.67m (2021: £1.8m)
Total Assets
£1.67m
Whole financial statements
materiality (2021: £1.8m)
£1.26m
Whole financial statements
performance materiality
(2021: £1.34m)
£84k
Misstatements reported
to the Audit Committee
(2021: £85k)
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56 | CT Global Managed Portfolio Trust PLC
Auditor’s Report
4. Going concern
The Directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the
Company or to cease its operations, and as they have concluded
that the Company’s financial position means that this is realistic.
They have also concluded that there are no material
uncertainties that could have cast significant doubt over its
ability to continue as a going concern for at least a year from
the date of approval of the financial statements (“the going
concern period”).
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks to its
business model and analysed how those risks might affect the
Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered
most likely to adversely affect the Company’s available financial
resources and its ability to operate over this period were:
The impact of a significant reduction in the valuation of
investments and the implications for the Company’s debt
covenants;
The liquidity of the investment portfolio and its ability to meet
the liabilities of the Company as and when they fall due; and
The operational resilience of key service organisations.
We considered whether these risks could plausibly affect the
liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Company’s
current and projected cash and liquid investment position.
We considered whether the going concern disclosure in note 1
to the financial statements gives a full and accurate description
of the Directors’ assessment of going concern, including the
identified risks and related sensitivities.
Our conclusions based on this work:
We consider that the Directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
We have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty related
to events or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to continue
as a going concern for the going concern period;
We have nothing material to add or draw attention to in
relation to the Directors’ statement in note 1 to the financial
statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
significant doubt over the Company’s use of that basis for
the going concern period, and we found the going concern
disclosure in note 1 to be acceptable; and
The related statement under the Listing Rules set out on
pages 34-35 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee that
the Company will continue in operation.
5. Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
Enquiring of Directors as to the Company’s high-level policies
and procedures to prevent and detect fraud, as well as
whether they have knowledge of any actual, suspected or
alleged fraud;
Assessing the segregation of duties in place between the
Directors, the Administrator and the Company’s Investment
Manager; and
Reading Board and Audit Committee minutes.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular the risk that management may be in a position to
make inappropriate accounting entries.
We evaluated the design and implementation of the controls over
journal entries and other adjustments and made inquiries of
the Administrator about inappropriate or unusual activity relating
to the processing of journal entries and other adjustments.
We substantively tested all material post-closing entries and,
based on the results of our risk assessment procedures and
understanding of the process, including the segregation of
duties between the Directors and the Administrator, no further
high-risk journal entries or other adjustments were identified.
On this audit we do not believe there is a fraud risk related to
revenue recognition because the revenue is non-judgemental
and straightforward, with limited opportunity for manipulation.
We did not identify any additional fraud risks.
Report and Accounts 2022 | 57
Auditor’s Report
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the financial
statements from our general commercial and sector experience
and through discussion with the Directors and the investment
manager (as required by auditing standards), and inquired of the
Directors if there had been any instances of non-compliance with
laws and regulations in the period.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies legislation),
distributable profits legislation and its qualification as an
Investment Trust under UK taxation legislation, any breach of
which could lead to the Company losing various deductions
and exemptions from UK corporation tax, and we assessed the
extent of compliance with these laws and regulations as part of
our procedures on the related financial statement items.
We assessed the legality of the distributions made by the
Company in the period based on comparing the dividends paid
to the distributable reserves prior to each distribution, including
consideration of accounts filed during the year.
Secondly, the Company is subject to many other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of
fines or litigation. We identified the following areas as those
most likely to have such an effect: money laundering, data
protection, bribery and corruption legislation. Auditing standards
limit the required audit procedures to identify non-compliance
with these laws and regulations to enquiry of the Directors
and the Administrator and inspection of regulatory and legal
correspondence, if any. Therefore if a breach of operational
regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed non-
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
6. We have nothing to report on the other information
in the Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements
audit work, the information therein is materially misstated
or inconsistent with the financial statements or our audit
knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
we have not identified material misstatements in the
strategic report and the directors’ report;
in our opinion the information given in those reports for the
financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit
knowledge.
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58 | CT Global Managed Portfolio Trust PLC
Auditor’s Report
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
the Directors’ confirmation within the viability statement on
page 30 that they have carried out a robust assessment
of the emerging and principal risks facing the Company,
including those that would threaten its business model,
future performance, solvency and liquidity;
the Principal Risks disclosures describing these risks and
how emerging risks are identified, and explaining how they
are being managed and mitigated; and
the Directors’ explanation in the viability statement of how
they have assessed the prospects of the Company, over
what period they have done so and why they considered that
period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as
they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability Statement, set
out on page 30 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are
materially consistent with the financial statements and our audit
knowledge.
Our work is limited to assessing these matters in the context
of only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the absence of anything to report on these statements is
not a guarantee as to the Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there
is a material inconsistency between the directors’ corporate
governance disclosures and the financial statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
the Directors’ statement that they consider that the annual
report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model and strategy;
the section of the annual report describing the work of
the Audit Committee, including the significant issues that
the Audit Committee considered in relation to the financial
statements, and how these issues were addressed; and
the section of the annual report that describes the review of
the effectiveness of the Company’s risk management and
internal control systems.
We are required to review the part of the Corporate Governance
Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified by
the Listing Rules for our review. We have nothing to report in this
respect.
7. We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion:
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 53,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and
fair view; such internal control as they determine is necessary
to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error;
assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
using the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have
no realistic alternative but to do so.
Report and Accounts 2022 | 59
Auditor’s Report
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable assurance
is a high level of assurance, but does not guarantee that an
audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
The Company is required to include these financial statements
in an annual financial report prepared using the single electronic
reporting format specified in the TD ESEF Regulation. This
auditor’s report provides no assurance over whether the annual
financial report has been prepared in accordance with that
format.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
9. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we
might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Bryan Shepka (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
319 St Vincent Street
Glasgow
G2 5AS
8 August 2022
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60 | CT Global Managed Portfolio Trust PLC
Financial Report
Notes
Revenue
2022
£’000
Capital
2022
£’000
Total
2022
£’000
Revenue
2021
£’000
Capital
2021
£’000
Total
2021
£’000
10 (Losses)/gains on investments (15,724) (15,724) 38,132 38,132
Foreign exchange losses (2) (2) (17) (17)
3 Income 4,384 4,384 4,022 4,022
4 Investment management and performance fees (322) (818) (1,140) (290) (1,360) (1,650)
5 Other expenses (723) (723) (589) (589)
Return on ordinary activities before finance costs and tax 3,339 (16,544) (13,205) 3,143 36,755 39,898
6 Finance costs (61) (92) (153) (47) (69) (116)
Return on ordinary activities before tax 3,278 (16,636) (13,358) 3,096 36,686 39,782
7 Tax on ordinary activities (14) (14) (16) (16)
Return attributable to shareholders 3,264 (16,636) (13,372) 3,080 36,686 39,766
9 Return per Income share 6.85p (8.95p) (2.10p) 6.59p 25.94p 32.53p
9 Return per Growth share (32.28p) (32.28p) 67.27p
67.27p
The total column of this statement is the Profit and Loss Account of the Company. The supplementary revenue and capital columns
are prepared under guidance published by The Association of Investment Companies.
Segmental analysis, illustrating the two separate Portfolios of assets, the Income Portfolio and the Growth Portfolio, is shown in
note 2 to the financial statements.
All revenue and capital items in the Income Statement derive from continuing operations.
Return attributable to shareholders represents the profit/(loss) for the year and also total comprehensive income.
The accompanying notes on pages 65 to 86 are an integral part of these financial statements.
Income Statement
For the Year ended 31 May
Report and Accounts 2022 | 61
Financial Report
Notes
Income
shares
2022
£’000
Growth
shares
2022
£’000
Total
2022
£’000
Income
shares
2021
£’000
Growth
shares
2021
£’000
Total
2021
£’000
Fixed assets
10 Investments at fair value 69,874 89,258 159,132 72,121 101,052 173,173
69,874 89,258 159,132 72,121 101,052 173,173
Current assets
11 Debtors 697 95 792 272 54 326
Cash at bank and on deposit 1,549 5,929 7,478 2,040 3,769 5,809
2,246 6,024 8,270 2,312 3,823 6,135
Creditors
12 Amounts falling due within one year (2,428) (303) (2,731) (7,667) (649) (8,316)
Net current (liabilities)/assets (182) 5,721 5,539 (5,355) 3,174 (2,181)
Creditors
12 Amounts falling due in more than one year (5,000) (5,000)
Net assets 64,692 94,979 159,671 66,766 104,226 170,992
Capital and reserves
13 Called-up share capital 4,596 3,692 8,288 4,459 3,586 8,045
14 Share premium 27,608 26,599 54,207
14 Capital redemption reserve 257 365 622 256 365 621
14 2022 special reserve 29,588 29,581 59,169
14 2008 special reserve 18,980 17,199 36,179 19,017 17,162 36,179
14 Capital reserves 8,109 44,142 52,251 12,373 56,514 68,887
14 Revenue reserve 3,162 3,162 3,053 3,053
15 Shareholders’ funds 64,692 94,979 159,671 66,766 104,226 170,992
15 Net asset value per share (pence) 133.67p 244.41p 142.22p 276.01p
Company Number: SC338196
Approved by the Board and authorised for issue on 8 August 2022 and signed on its behalf by:
David Warnock, Director.
The accompanying notes on pages 65 to 86 are an integral part of these financial statements.
Balance Sheet
As at 31 May
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62 | CT Global Managed Portfolio Trust PLC
Financial Report
Notes
Income
shares
2022
£’000
Growth
shares
2022
£’000
Total
2022
£’000
Income
shares
2021
£’000
Growth
shares
2021
£’000
Total
2021
£’000
16 Net cash outflow from operations before dividends and interest (1,234) (1,463) (2,697) (606) (1,413) (2,019)
Dividends received 3,126 1,174 4,300 2,891 1,072 3,963
Interest received 1 9 10 1 1
Interest paid (181) (181) (118) (118)
Net cash inflow/(outflow) from operating activities 1,712 (280) 1,432 2,168 (341) 1,827
Investing activities
Purchases of investments (5,154) (15,865) (21,019) (4,363) (8,174) (12,537)
Sales of investments 4,025 15,180 19,205 3,409 4,313 7,722
Net cash flows from investing activities (1,129) (685) (1,814) (954) (3,861) (4,815)
Net cash flows before financing activities 583 (965) (382) 1,214 (4,202) (2,988)
Financing activities
8 Equity dividends paid (3,155) (3,155) (2,852) (2,852)
Proceeds from issuance of new shares 2,120 3,086 5,206 710 4,765 5,475
Share conversion – Income to Growth (212) 212 (300) 300
Share conversion – Growth to Income 173 (173) 165 (165)
Sale of shares from treasury 599
599
Shares purchased to be held in treasury (557) (557)
Loan drawn down 2,000 2,000
Net cash flows from financing activities (1,074) 3,125 2,051 (235) 4,900 4,665
Net movement in cash and cash equivalents (491) 2,160 1,669 979 698 1,677
Cash and cash equivalents at the beginning of the year 2,040 3,769 5,809 1,061 3,071 4,132
Cash and cash equivalents at the end of the year 1,549 5,929 7,478 2,040 3,769 5,809
Represented by:
Cash at bank and short-term deposits 1,549 5,929 7,478 2,040 3,769 5,809
The accompanying notes on pages 65 to 86 are an integral part of these financial statements.
Cash Flow Statement
For the Year ended 31 May
Report and Accounts 2022 | 63
Financial Report
Income shares
Notes
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 4,459 27,608 256 19,017 12,373 3,053 66,766
13
Increase in share capital in issue, net of
share issuance expenses
140 1,980 2,120
13 Share conversion (2) (37) (39)
13 Cancellation of deferred shares (1) 1
Transfer of net income from Growth to Income
Portfolio
644 644
Transfer of capital from Income to Growth Portfolio (644) (644)
Share premium cancellation (29,588) 29,588
8 Dividends paid (3,155) (3,155)
Return attributable to shareholders (3,620) 2,620 (1,000)
As at 31 May 2022 4,596 257 29,588 18,980 8,109 3,162
64,692
Growth shares
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 3,586 26,599 365 17,162 56,514 104,226
13
Increase in share capital in issue, net of
share issuance expenses
104 2,982 3,086
13 Share conversion 2 37 39
13 Cancellation of deferred shares
Transfer of net income from Growth to Income
Portfolio
(644) (644)
Transfer of capital from Income to Growth Portfolio 644 644
Share premium cancellation (29,581) 29,581
Return attributable to shareholders (13,016) 644 (12,372)
As at 31 May 2022 3,692 365 29,581 17,199 44,142 94,979
Total
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 8,045 54,207 621 36,179 68,887 3,053 170,992
Increase in share capital in issue, net of
share issuance expenses
244 4,962 5,206
Share conversion
Cancellation of deferred shares (1) 1
Share premium cancellation (59,169) 59,169
8 Dividends paid (3,155) (3,155)
Return attributable to shareholders (16,636) 3,264 (13,372)
Total Company as at 31 May 2022 8,288 622 59,169 36,179 52,251 3,162 159,671
The accompanying notes on pages 65 to 86 are an integral part of these financial statements.
Statement of Changes in Equity
For the Year ended 31 May
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Financial Report
Income shares
Notes
Share
capital
£’000
Share
premium
account
£000
Capital
redemption
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2020 4,415 26,909 252 19,147 240 2,825 53,788
13 Increase in share capital in issue, net of share issuance expenses 55 655 710
Shares sold from treasury 44 555 599
Shares purchased for treasury (557) (557)
Share conversion (7) (128) (135)
Cancellation of deferred shares (4) 4
Transfer of net income from Growth to Income Portfolio 564 564
Transfer of capital from Income to Growth Portfolio (564) (564)
8 Dividends paid (2,852) (2,852)
Return attributable to shareholders 12,697 2,516 15,213
As at 31 May 2021 4,459 27,608 256 19,017 12,373 3,053 66,766
Growth shares
Share
capital
£’000
Share
premium
account
£000
Capital
redemption
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2020 3,408 22,006 364 17,034 31,961 74,773
13 Increase in share capital in issue, net of share issuance expenses 172 4,593 4,765
Share conversion 7 128 135
Cancellation of deferred shares (1) 1
Transfer of net income from Growth to Income Portfolio (564) (564)
Transfer of capital from Income to Growth Portfolio 564 564
Return attributable to shareholders 23,989 564 24,553
As at 31 May 2021 3,586 26,599 365 17,162 56,514 104,226
Total
Share
capital
£’000
Share
premium
account
£000
Capital
redemption
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2020 7,823 48,915 616 36,181 32,201 2,825 128,561
Increase in share capital in issue, net of share issuance expenses 227 5,248 5,475
Shares sold from treasury 44 555 599
Shares purchased for treasury (557)
(557)
Share conversion
Cancellation of deferred shares (5) 5
8 Dividends paid (2,852) (2,852)
Return attributable to shareholders 36,686 3,080 39,766
Total Company as at 31 May 2021 8,045 54,207 621 36,179 68,887 3,053 170,992
The accompanying notes on pages 65 to 86 are an integral part of these financial statements.
Statement of Changes in Equity – continued
For the Year ended 31 May
Report and Accounts 2022 | 65
Financial Report
1. Accounting Policies
A summary of the principal accounting policies adopted is set out below.
(a) Basis of accounting and going concern
These financial statements have been prepared on a going concern basis in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, Financial Reporting Standards (FRS 102) and the Statement of Recommended
Practice (SORP) “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by The Association of
Investment Companies (AIC). The audited financial statements for the Company comprise the Income Statement and the total
columns of the Balance Sheet, the Cash Flow Statement and the Statement of Changes in Equity and the Company totals shown
in the notes to the financial statements.
There have been no significant changes to the Company’s accounting policies during the year ended 31 May 2022.
The preparation of the Company’s financial statements on occasion requires management to make judgements, estimates
and assumptions that affect the reported amounts in the primary financial statements and accompanying disclosures. These
assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in the current or future periods, depending on the circumstance. Management do not believe that any significant accounting
judgements or estimates have been applied to this set of financial statements that have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities within the next financial year.
The Company’s assets consist mainly of equity shares in closed-end investment companies which are traded in the UK or another
Regulated Stock Exchange and in most circumstances, including in the current market environment, are expected to be readily realisable.
The Board has considered the Company’s principal risks and uncertainties and other matters, including the COVID-19 pandemic and
the war in Ukraine and has considered a number of stress tests and scenarios which considered the impact of severe stock market
volatility on shareholders’ funds and demonstrated that if required the Company had the ability to raise sufficient funds so as to
remain within its debt covenants and meet its liabilities.
As such, and in light of the controls and review processes in place and the operational robustness of key service providers, and
bearing in mind the nature of the Company’s business and assets and revenue and expenditure projections, the Directors believe
that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date
of approval of the financial statements. For this reason, the Board continues to adopt the going concern basis in preparing the
financial statements.
Presentation of the Income Statement
In order to reflect better the activities of an investment company and in accordance with the SORP, supplementary information which
analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement.
The net revenue return is the measure the Directors believe to be appropriate in assessing the Company’s compliance with certain
requirements set out in Chapter 4, Part 24 of the Corporation Tax Act 2010.
The notes and financial statements are presented in pounds sterling (functional and reporting currency) and are rounded to the
nearest thousand except where otherwise indicated.
Notes to the Financial Statements
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Financial Report
1. Accounting Policies (Continued)
(b) Valuation of investments
The Company has chosen to adopt sections 11 and 12 of FRS 102 in respect of financial instruments.
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and
capital growth. The Portfolios of financial assets are managed and their performance evaluated on a fair value basis, in accordance
with the documented investment strategy, and information about the Portfolios is provided on that basis to the Company's Board
of Directors. Accordingly, upon initial recognition the Company designates the investments ‘‘at fair value through profit or loss’. Fair
value is taken to be the investment cost at the trade date excluding expenses incidental to purchase which are written off to capital
at the time of acquisition.
Listed and quoted investments are subsequently valued at their fair value which is represented by the bid price at the close of
business on the relevant date on the exchange on which the investment is quoted.
As investments have been categorised as ‘‘financial assets at fair value through profit or loss,’ gains and losses arising from
changes in fair value are included in the Income Statement as a capital item.
(c) Income
Dividends are recognised as income on the date that the related investments are marked ex-dividend.
Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to
receive payment is established. Dividends from overseas companies are shown gross of any withholding tax.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash
dividend foregone is recognised as revenue.
Special dividends are recognised in the revenue account unless they are of a capital nature, following which they will be recognised in
the capital account.
Interest income from fixed interest securities is accrued on a time apportioned basis, by reference to the principal outstanding and at
the effective interest rate applicable.
Other investment income and deposit interest are included on an accruals basis.
(d) Expenses
All expenses and finance costs are accounted for on an accruals basis. Expenses are charged to the Income Statement as a revenue
item except where incurred in connection with the maintenance or enhancement of the value of the Company’s investment Portfolios
and taking account of the expected long-term returns as follows:
management fees and finance costs are allocated 40 per cent to revenue and 60 per cent to capital in the Income Portfolio and
20 per cent to revenue and 80 per cent to capital in the Growth Portfolio; and
performance fees are charged wholly to capital.
Expenses charged to the Company common to both Portfolios are allocated to the Portfolios in the same proportion as their net
assets at the quarter end immediately preceding the date on which the cost is to be accounted for.
Expenses charged to the Company in relation to a specific Portfolio are charged directly to that Portfolio, with the other Portfolio
remaining unaffected.
Report and Accounts 2022 | 67
Financial Report
1. Accounting Policies (Continued)
(e) Taxation
The tax expense represents the sum of the tax currently payable, overseas tax suffered and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the
Income Statement because it excludes items of income or expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the Balance Sheet date.
Tax is computed for each Portfolio separately, however the Company is the taxable entity. A Portfolio which generates taxable
revenues in excess of tax deductible expenses may benefit from the excess of tax deductible expenses in the other Portfolio. In
return, by way of compensation, there would be a transfer from the Portfolio with taxable profits to the Portfolio with taxable losses.
(f) Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where
transactions or events that result in an obligation to pay more, or right to pay less, tax in future have occurred at the Balance Sheet date.
This is subject to deferred tax assets only being recognised if it is considered more likely than not there will be suitable profits from
which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the
Company’s taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods.
Investment trusts which have approval under Chapter 4, Part 24 of the Corporation Tax Act 2010 are not liable for taxation on
capital gains.
(g) Borrowings
Interest-bearing loans and overdrafts are recorded at the proceeds received. Finance costs, including interest, are accrued using the
effective interest rate method. See note 1(d) for the allocation of finance costs.
(h) Foreign currencies
The Company is required to identify its functional currency, being the currency of the primary economic environment in which the
Company operates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in which
its shareholders operate, has determined that sterling is the functional currency. Sterling is also the currency in which the financial
statements are presented.
Transactions denominated in foreign currencies are recorded in the functional currency at actual exchange rates as at the date of
the transaction. Monetary assets, liabilities and equity investments held at fair value and denominated in foreign currencies at the
year-end are reported at the rates of exchange prevailing at the year-end. Any gain or loss arising from a change in exchange rates
subsequent to the date of the transaction is included as an exchange gain or loss in either the capital or revenue column of the
Income Statement depending on whether the gain or loss is of a capital or revenue nature respectively.
Rates of exchange at 31 May 2022 2021
US Dollar 1.26 1.42
Swiss Franc 1.21 1.28
Euro 1.18 1.16
(i) Reserves
(i)
Share premium –
the surplus of net proceeds received from the issuance of new shares is credited to this account and the
related issue costs are deducted from this account. Gains arising on the resale of shares from treasury are credited to this
reserve. The reserve is non-distributable. The initial balance of this account which arose as a result of the shares issued at
launch was subsequently cancelled by the Court of Session to create the 2008 special reserve. On 25 May 2022, approval was
granted by an Order of the Court of Session, Scotland, that the balance of the share premium account which had subsequently
arisen be cancelled and a new distributable reserve (2022 special reserve) was created. This took effect on 26 May 2022.
(ii
)
Capital redemption reserve
– the nominal value of any of the shares bought back for cancellation is added to this reserve. This
reserve is non-distributable.
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Financial Report
1. Accounting Policies (Continued)
(iii)
2022 special reserve
– created on 26 May 2022 from the Court cancellation of the share premium account which had arisen
since it was last cancelled on 23 June 2008. The portion of the 2022 special reserve attributable to the Income shares may be
used to fund or supplement dividends to the Income shareholders and fund buy-backs of Income shares and the portion of the
2022 special reserve attributable to the Growth shares may be used to fund buy-backs of Growth shares.
(iv
)
2008 special reserve
– created from the Court cancellation of the share premium account in 2008 which had arisen from
premiums paid on the Income shares and Growth shares at launch. Available to be used as distributable profits (except by way
of dividend). The cost of any shares bought back and the value of shares submitted for conversion are reflected through this
reserve. The cost of any shares resold from treasury is added back to this reserve. (2008 has been added to the name of this
special reserve to differentiate it from the 2022 special reserve.)
(v
) Capital reserves
Capital reserve – investments sold
– gains and losses on realisation of investments and losses on transactions in own shares
are dealt with in this reserve together with the proportion of management and performance fees, finance costs and taxation
allocated to capital. This reserve also includes dividends received of a capital nature.
Capital reserve – investments held
– increases and decreases in the valuation of investments held are accounted for in this reserve.
The Company’s Articles of Association allow distributions to be made to the holders of the Income shares out of the capital
profits attributable to the Income Portfolio.
(vi)
Revenue reserv
e – the net profit/(loss) arising in the revenue column of the Income Statement is added to or deducted from this
reserve. This is available for paying dividends on the Income shares.
(j) Transfer of capital and revenue
All net revenue of the Company attributable to the Growth Portfolio is, immediately following recognition in accordance with the
Company’s accounting policies, reallocated, applied and transferred to, and treated as revenue attributable to, the Income Portfolio.
Contemporaneously with any such reallocation, application and transfer of any revenue to the Income Portfolio, such assets
comprising part of the Income Portfolio as have a value equal to the net revenue so reallocated, applied and transferred shall be
reallocated, applied, transferred and treated as capital attributable to the Growth Portfolio.
2. Segmental Analysis
The Company carries on business as an investment trust and manages two separate Portfolios of assets: the Income Portfolio and
the Growth Portfolio.
The Company’s Income Statement, on page 60, can be analysed as follows. This has been disclosed to assist shareholders’
understanding, but this analysis is additional to that required by FRS 102:
Year ended 31 May 2022
Income Portfolio Growth Portfolio Total
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Losses on investments 10 (3,245) (3,245) (12,479) (12,479) (15,724) (15,724)
Foreign exchange losses (2) (2) (2) (2)
Income 3 3,176 3,176 1,208 1,208 4,384 4,384
Investment management fee 4 (188) (281) (469) (134) (537) (671) (322) (818) (1,140)
Other expenses 5 (293) (293) (430) (430) (723) (723)
Return on ordinary activities before
finance costs and tax
2,695 (3,528) (833) 644 (13,016) (12,372) 3,339 (16,544) (13,205)
Finance costs 6 (61) (92) (153) (61) (92) (153)
Return on ordinary activities
before tax
2,634 (3,620) (986) 644 (13,016) (12,372) 3,278 (16,636) (13,358)
Tax on ordinary activities
7 (14) (14) (14) (14)
Return
(1)
9 2,620 (3,620) (1,000) 644 (13,016) (12,372) 3,264 (16,636) (13,372)
(1)
Any net revenue return attributable to the Growth Portfolio is transferred to the Income Portfolio and a corresponding transfer of an identical amount of capital is made
from the Income Portfolio to the Growth Portfolio and accordingly the whole return in the Growth Portfolio is capital. Refer to the Statement of Changes in Equity.
Report and Accounts 2022 | 69
Financial Report
2. Segmental Analysis (Continued)
Year ended 31 May 2021
Income Portfolio Growth Portfolio Total
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments 10 13,297 13,297 24,835 24,835 38,132 38,132
Foreign exchange losses (17) (17) (17) (17)
Income 3 2,982 2,982 1,040 1,040 4,022 4,022
Investment management and
performance fees
4 (170) (514) (684) (120) (846) (966) (290) (1,360) (1,650)
Other expenses 5 (233) (233) (356) (356) (589) (589)
Return on ordinary activities before
finance costs and tax
2,579 12,766 15,345 564 23,989 24,553 3,143 36,755 39,898
Finance costs 6 (47) (69) (116) (47) (69) (116)
Return on ordinary activities
before tax
2,532 12,697 15,229 564 23,989 24,553 3,096 36,686 39,782
Tax on ordinary activities 7 (16) (16) (16) (16)
Return
(1)
9 2,516 12,697 15,213 564 23,989 24,553 3,080 36,686 39,766
(1)
Any net revenue return attributable to the Growth Portfolio is transferred to the Income Portfolio and a corresponding transfer of an identical amount of capital is made
from the Income Portfolio to the Growth Portfolio and accordingly the whole return in the Growth Portfolio is capital. Refer to the Statement of Changes in Equity.
3. Income
2022 2021
Income
Portfolio
£’000
Growth
Portfolio
£’000
Total
£’000
Income
Portfolio
£’000
Growth
Portfolio
£’000
Total
£’000
Income from listed and quoted investments
(1)
UK dividend income 1,930 1,120 3,050 1,784 988 2,772
Overseas dividends 1,245 79 1,324 1,197 52 1,249
3,175 1,199 4,374 2,981 1,040 4,021
Other income
(2)
Deposit interest 1 9 10 1 1
Total income 3,176 1,208 4,384 2,982 1,040 4,022
Total income comprises:
Dividends 3,175 1,199 4,374 2,981 1,040 4,021
Other income 1 9 10 1 1
3,176 1,208 4,384 2,982 1,040 4,022
(1)
All investments have been designated as fair value through profit or loss on initial recognition, therefore all investment income arises on investments at fair value
through profit or loss.
(2)
Other income on financial assets not designated as fair value through profit or loss.
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4. Investment Management and Performance Fees
Year ended 31 May 2022
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 188 281 469 134 537 671 322 818 1,140
188 281 469 134 537 671 322 818 1,140
Year ended 31 May 2021
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 170 255 425 120 480 600 290 735 1,025
Performance fee 259 259 366 366 625 625
170 514 684 120 846 966 290 1,360 1,650
The Company’s manager is Columbia Threadneedle Investment Business Limited. Columbia Threadneedle Investment Business
Limited receives an investment management fee comprising a base fee and, if certain conditions are met, a performance fee.
The base fee is a management fee at the rate of 0.65% per annum of the total assets of each Portfolio payable quarterly in arrears,
subject to being reduced to 0.325% per annum on any assets which are invested in other investment vehicles managed by the Manager.
For the purposes of the revenue and capital columns in the Income Statement, the management fee has been allocated 60% to
capital and 40% to revenue in the Income Portfolio. In respect of the Growth Portfolio, the management fee has been charged 80% to
capital and 20% to revenue.
A performance fee may be payable annually and is equal to 10% of the monetary amount by which the adjusted total return of the
relevant Portfolio over that year (after all costs and expenses excluding the performance fee) exceeds the total return on the FTSE
All-Share Index (in each case with dividends reinvested).
The performance fee payable in respect of any one year is capped at 0.35% of the total assets of the relevant Portfolio, although
outperformance in excess of this cap is taken into account in calculating the performance fee in the next four financial years. It is
charged wholly to capital.
In the event that a Portfolio has outperformed the benchmark index such that a performance fee would be payable as described
above, but the NAV per share for the relevant Portfolio at the end of the financial period is less than the NAV per share at the start of
the financial period, (the ‘Watermark NAV’’) payment of the performance fee in respect of that financial period is deferred until the
end of the next financial year when the NAV per share for the relevant Portfolio is in excess of the Watermark NAV. If the Watermark
NAV is not reached by the end of the fourth financial year subsequently, it will no longer be payable. Any underperformance of the
relevant Portfolio in relation to the FTSE All-Share Index in any financial year must be made up in any subsequent financial year before
any performance fee is payable, thereby creating a ‘‘high watermark’’ for the relative performance against the FTSE All-Share Index.
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Financial Report
4. Investment Management and Performance Fees (Continued)
At 31 May 2022 the adjusted total return of the Income Portfolio for the year since 31 May 2021 (being the date a performance fee
was last payable and including the adjustment to the NAV for the element which was disregarded in the last four financial years in
order to scale back the performance fee to the cap of 0.35 per cent of total assets) did not exceed that of the FTSE All-Share Index
and no performance fee has been recognised in the Income Portfolio at 31 May 2022 (31 May 2021: £259,000). A total of 1.2p,
which relates to the financial year to 31 May 2020 (0.4p) and to 31 May 2021 (0.8p), is currently available to be carried forward and
added to the closing NAV for the purposes of the performance fee calculation, if not used before, for the next four financial years
ending after these respective financial years. On an ongoing basis throughout the year this amount (of 1.2p) is accounted for when
calculating the need for a performance fee accrual.
At 31 May 2022 the adjusted total return of the Growth Portfolio for the year since 31 May 2021 (being the date a performance fee
was last payable and including the adjustment to the NAV for the element which was disregarded in the last four financial years in
order to scale back the performance fee to the cap of 0.35 per cent of total assets) did not exceed that of the FTSE All-Share Index
and no performance fee has been recognised in the Growth Portfolio at 31 May 2022 (31 May 2021: £366,000). A total of 29.7p,
which relates to the financial year to 31 May 2020 (19.3p) and to 31 May 2021 (10.4p), is currently available to be carried forward
and added to the closing NAV for the purposes of the performance fee calculation, if not used before, for the next four financial years
ending after these respective financial years. On an ongoing basis throughout the year this amount (of 29.7p) is accounted for when
calculating the need for a performance fee accrual.
Details of outstanding management fees at 31 May 2022 are included in note 12.
5. Other Expenses
2022 2021
Income
Portfolio
£’000
Growth
Portfolio
£’000
Total
£’000
Income
Portfolio
£’000
Growth
Portfolio
£’000
Total
£’000
Auditor's remuneration for:
– statutory audit
(1)
21 30 51 22 34 56
– other services (non-audit)
(2)
2 2 4
Directors’ fees 41 66 107 42 65 107
Secretarial fees 40 64 104 40 63 103
Marketing 31 50 81 23 35 58
Printing and postage 27 41 68 22 34 56
Registrars’ fees 14 18 32 15 20 35
Custody and depositary fees 11 15 26 11 13 24
Other expenses including listing fees and legal fees
(3)
108 146 254 56 90 146
293 430 723 233 356 589
All expenses are stated gross of irrecoverable VAT, where applicable.
(1)
Auditor's remuneration for audit services, exclusive of VAT, amounts to £42,760 (2021: £40,000). The prior year expense included £7,205, exclusive of VAT, relating to
costs with respect to the prior year audit.
(2)
The prior year Auditor’s remuneration for non-audit services was in relation to the review of the annual share conversion calculation (£3,500, exclusive of VAT).
(3)
The current year expense includes costs of £110,000 (inclusive of VAT) in relation to the cancellation of the Company’s share premium account.
The Manager, Columbia Threadneedle Investment Business Limited, receives a secretarial and administrative fee of £87,394 per
annum (2021: £85,580), subject to annual changes in line with the Consumer Price Index. During the year the Company has incurred
secretarial and administrative fees, inclusive of irrecoverable VAT, of £104,000 (2021: £103,000), of which £26,000 (2021: £25,000)
is payable to the Manager at the year-end.
The emoluments of the Chairman, the highest paid Director, were at the rate of £30,100 per annum. Full details are provided in the
Directors’ Remuneration Report.
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6. Finance Costs
Year ended 31 May 2022
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest on bank borrowings 61 92 153 61 92 153
Year ended 31 May 2021
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest on bank borrowings 47 69 116 47 69 116
Interest payable on bank borrowings has been allocated 60% to capital and 40% to revenue in the Income Portfolio and 80% to
capital and 20% to revenue in the Growth Portfolio.
7. (a) Tax on Ordinary Activities
Year ended 31 May 2022
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax charge for the year
(all irrecoverable overseas tax)
being taxation on ordinary activities 14 14 14 14
Year ended 31 May 2021
Income Portfolio Growth Portfolio Total
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax charge for the year
(all irrecoverable overseas tax)
being taxation on ordinary activities 16 16 16 16
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Financial Report
7. (b) Reconciliation of Tax Charge
The tax charge for the year is higher (2021: lower) than the standard rate of corporation tax in the UK of 19% (2021: 19%).
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
(Loss)/return on ordinary activities before tax: (986) (12,372) (13,358) 15,229 24,553 39,782
Corporation tax at standard rate of 19% (2020: 19%) (187) (2,351) (2,538) 2,893 4,665 7,558
Effects of:
Losses/(gains) on investments not taxable 617 2,371 2,988 (2,523) (4,718) (7,241)
Overseas tax suffered 14 14 16 16
Non-taxable UK dividend income (294) (213) (507) (293) (188) (481)
Non-taxable overseas dividend income (237) (15) (252) (227) (10) (237)
Expenses not utilised 101 208 309 150 251 401
Current year tax charge (note 7(a)) 14 14 16 16
As at 31 May 2022, the Company had unutilised expenses of £14,956,000 (2021: £13,312,000). The deferred tax asset of
£3,739,000 (2021: £3,328,000) in respect of unutilised expenses at 31 May 2022 has not been recognised as it is unlikely that the
Company will generate future taxable profits from which the carried forward tax losses could be deducted. The unrecognised deferred
tax asset as at 31 May 2022 has been computed using a rate of 25% given the increase in the UK corporation tax rate to 25% from
1 April 2023.
8. Dividends
Dividends on Income shares Register date Payment date
2022
Income
shares
Total
£’000
2021
Income
shares
Total
£’000
Amounts recognised as distributions to shareholders during the year:
For the year ended 31 May 2021
– fourth interim dividend of 2.0p per Income share (2020: 1.9p) 18 June 2021 9 July 2021 939 883
For the year ended 31 May 2022
– first interim dividend of 1.55p per Income share (2021: 1.4p) 17 September 2021 8 October 2021 731 657
– second interim dividend of 1.55p per Income share (2021: 1.4p) 17 December 2021 7 January 2022 741 655
– third interim dividend of 1.55p per Income share (2021: 1.4p) 18 March 2022 8 April 2022 744 657
3,155 2,852
Amounts relating to the year but not paid at the year-end:
– fourth interim dividend of 2.0p per Income share
(1)
(2021: 2.0p) 17 June 2022 8 July 2022 968 939
The Growth shares do not carry an entitlement to receive dividends.
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8. Dividends (Continued)
The dividends paid and payable in respect of the financial year ended 31 May 2022, which form the basis of the retention test under
Chapter 4, Part 24 of the Corporation Taxes Act 2010, are as follows:
2022
£’000
2021
£’000
Revenue available for distribution by way of dividends for the year 3,264 3,080
First interim dividend of 1.55p per Income share in respect of the year ended 31 May 2022 (2021: 1.4p) (731) (657)
Second interim dividend of 1.55p per Income share in respect of the year ended 31 May 2022 (2021: 1.4p) (741) (655)
Third interim dividend of 1.55p per Income share in respect of the year ended 31 May 2022 (2021: 1.4p) (744) (657)
Fourth interim dividend of 2.0p per Income share
(1)
in respect of the year ended 31 May 2022 (2021: 2.0p) (968) (939)
Revenue reserve transfer 80 172
(1)
Based on 48,397,165 Income shares in issue at the record date of 17 June 2022.
9. Return per Share
The return per share is as follows:
Year ended 31 May 2022
Income shares Growth shares
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Return attributable to Portfolios 2,620 (3,620) (1,000) 644 (13,016) (12,372)
Transfer of net income from Growth Portfolio to Income Portfolio 644 644 (644) (644)
Transfer of capital from Income Portfolio to Growth Portfolio (644) (644) 644 644
Return attributable to shareholders 3,264 (4,264) (1,000) (12,372) (12,372)
Return per share 6.85p (8.95p) (2.10p) (32.28p) (32.28p)
Weighted average number of shares in issue during the year
(excluding shares held in treasury) 47,655,020 38,325,735
Year ended 31 May 2021
Income shares Growth shares
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Return attributable to Portfolios 2,516 12,697 15,213 564 23,989 24,553
Transfer of net income from Growth Portfolio to Income Portfolio 564 564 (564) (564)
Transfer of capital from Income Portfolio to Growth Portfolio (564) (564) 564 564
Return attributable to shareholders 3,080 12,133 15,213 24,553 24,553
Return per share 6.59p 25.94p 32.53p 67.27p 67.27p
Weighted average number of shares in issue during the year
(excluding shares held in treasury) 46,772,385 36,497,458
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Financial Report
10. Investments
All investments held in the Income Portfolio and Growth Portfolio have been classified as "at fair value through profit or loss" and all
changes in fair value arise in respect of these investments only.
FRS 102 requires an analysis of investments valued at fair value based on the subjectivity and significance of information used to
measure their fair value. The level is determined by the lowest (that is the least reliable or independently observable) level of input
that is significant to the fair value measurement for the individual investment in its entirety as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets;
Level 2 – investments whose value is evidenced by comparison with other observable current market transactions in the same
instrument or based on a valuation technique whose variables includes only data from observable markets; and
Level 3 – investments whose value is not based on observable market data.
In the year to 31 May 2022, all of the Company’s investments were classified as Level 1. In the prior year to 31 May 2021, all of the
Company's investments were also classified as Level 1.
Year ended 31 May 2022
Level 1
Income shares
Listed
in the UK
£’000
Listed
overseas
£’000
Quoted on
AIM/SFS
£’000
Total
£’000
Opening book cost 43,886 1,999 6,784 52,669
Opening fair value adjustment 16,681 2,557 214 19,452
Opening valuation 60,567 4,556 6,998 72,121
Movements in the year:
Transfer from Quoted on AIM/SFS to Listed in the UK
– cost 2,594 (2,594)
– fair value adjustment 2,523 (2,523)
Purchases at cost 4,884 465 5,349
Sales – proceeds (3,383) (968) (4,351)
Sales – gains/(losses) on sales based on historical cost 1,160 (473) 687
(Decrease)/increase in fair value adjustment (6,677) (883) 3,628 (3,932)
Closing valuation at 31 May 2022 61,668 3,673 4,533 69,874
Closing book cost 49,141 1,999 3,214 54,354
Closing fair value adjustment 12,527 1,674 1,319 15,520
Closing valuation at 31 May 2022 61,668 3,673 4,533 69,874
During the year the Income Portfolio incurred transaction costs on purchases of 22,000 (2021: £17,000) and transaction costs on
sales of £3,000 (2021: £1,000).
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10. Investments (Continued)
Year ended 31 May 2022
Level 1
Growth shares
Listed
in the UK
£’000
Listed
overseas
£’000
Quoted on
AIM/SFS
£’000
Total
£’000
Opening cost 50,417 1,184 51,601
Opening fair value adjustment 49,285 166 49,451
Opening valuation 99,702 1,350 101,052
Movements in the year:
Purchases at cost 13,825 2,040 15,865
Sales – proceeds (15,180) (15,180)
– gains on sales based on historical cost 7,731 7,731
Decrease in fair value adjustment (19,773) (437) (20,210)
Closing valuation at 31 May 2022 86,305 2,953 89,258
Closing book cost 56,793 3,224 60,017
Closing fair value adjustment 29,512 (271) 29,241
Closing valuation at 31 May 2022 86,305 2,953 89,258
During the year the Growth Portfolio incurred transaction costs on purchases of £51,000 (2021: £31,000) and transaction costs on
sales of £7,000 (2021: £2,000).
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Equity shares 69,874 89,258 159,132 72,121 101,052 173,173
69,874 89,258 159,132 72,121 101,052 173,173
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Gains on sales in the year 687 7,731 8,418 129 882 1,011
Movement in fair value of investments held (3,932) (20,210) (24,142) 13,168 23,953 37,121
(Losses)/gains on investments (3,245) (12,479) (15,724) 13,297 24,835 38,132
11. Debtors
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Accrued income 274 57 331 225 31 256
Due from brokers 326 326
Other debtors and prepayments 97 38 135 47 23 70
697 95 792 272 54 326
The carrying value of the balances above approximates to fair value. There are no amounts which were past due or impaired at the
year-end (2021: £nil).
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Financial Report
12. Creditors:
Amounts falling due within one year
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
£5 million fixed rate term loan maturing 10 February 2022 5,000 5,000
Revolving credit facility 2,000 2,000 2,000 2,000
Management fee accrued 114 155 269 119 169 288
Performance fee accrued 465 366 831
Secretarial fee accrued 10 16 26 10 15 25
Due to brokers 197 197
Other accruals 107 132 239 73 99 172
2,428 303 2,731 7,667 649 8,316
Amounts falling due in more than one year
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
£5 million fixed rate term loan maturing 10 February 2025 5,000 5,000
5,000 5,000
At 31 May 2022 the Company had a £5 million unsecured fixed rate term loan and a £5 million unsecured revolving credit facility with
The Royal Bank of Scotland International Limited. These facilities were put in place effective 10 February 2022 when the previous
facilities matured. The fixed rate term loan and the unsecured revolving credit facility are available until 10 February 2025. £5 million
of the fixed rate term loan was drawn down as at 31 May 2022 (2021: £5 million) and the interest rate on the amount drawn down
is fixed at 2.78% per annum (2021: 2.03% per annum). £2 million of the unsecured revolving credit facility was drawn down as at
31 May 2022 (2021: £2 milllion). The interest rate on the amounts drawn down are variable, based on SONIA plus a margin, and a
non-utilisation fee is payable on undrawn amounts.
Under the covenants which relate to the borrowing facilities, the Company is required to ensure that at all times:
gross borrowings of the Company do not exceed 20% of the adjusted Portfolio value; and
net tangible assets are not less than £50 million.
The Company met all covenant conditions during the year.
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13. Share Capital
Allotted, issued and fully paid
Listed Held in treasury In issue
Number £’000 Number £’000 Number £’000
Income shares
Balance at 1 June 2021
(1)
46,944,790 4,459 46,944,790 4,459
Share conversion:
– Income to Growth (150,027) (15) (150,027) (15)
– Growth to Income 122,402 12 122,402 12
Issued 1,480,000 140 1,480,000 140
Balance at 31 May 2022
(1)
48,397,165 4,596 48,397,165 4,596
Deferred shares – Income
Number £’000
Deferred shares – Income
Balance at 1 June 2021
Issue of 150,027 shares
(2)
150,027 1
Repurchase of 150,027 shares
(2)
(150,027) (1)
Balance at 31 May 2022
(1)
The nominal value of each Income share is £0.094976101 per Income share.
(2)
The nominal value of a Deferred share is £0.00633731 per share.
During the year, the Company issued 1,480,000 (2021: 575,000) Income shares from the block listing facility receiving net proceeds
of £2,120,000 (2021: £710,000).
During the year, valid conversion notices were received to convert 150,027 Income shares (which represented a value of £212,000).
These were converted into 73,833 Growth shares in accordance with the Company’s Articles and by reference to the ratio of the
relative underlying net asset values of the Growth shares and Income shares on the conversion date.
The Company’s Articles allow for Deferred shares to be allotted as part of the share conversion to ensure that the conversion does
not result in a reduction of the aggregate par value of the Company’s issued share capital. The Deferred shares issued as part of the
share conversion in the current period are set out above. The Deferred shares were subsequently repurchased by the Company for
nil consideration (as they have no economic value) and as authorised by shareholders at the 2021 AGM.
Since the year-end, the Company has issued a further 140,000 Income shares from the block listing facility for net proceeds of
£179,000.
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Financial Report
13. Share Capital (Continued)
Listed Held in treasury In issue
Number £’000 Number £’000 Number £’000
Growth shares
Balance at 1 June 2021
(1)
37,761,553 3,586 37,761,553 3,586
Share conversion:
– Growth to Income (60,238) (5) (60,238) (5)
– Income to Growth 73,833 7 73,833 7
Issued 1,085,000 104 1,085,000 104
Balance at 31 May 2022
(1)
38,860,148 3,692 38,860,148 3,692
Deferred shares – Growth
Number £’000
Deferred shares – Growth
Balance at 1 June 2021
Issue of 60,238 shares
(2)
60,238
Repurchase of 60,238 shares
(2)
(60,238)
Balance at 31 May 2022
(1)
The nominal value of each Growth share is £0.094976101 per Growth share.
(2)
The nominal value of a Deferred share is £0.00633731 per share.
During the year, the Company issued 1,085,000 (2021: 1,815,000) Growth shares from the block listing facility receiving net
proceeds of £3,086,000 (2021: £4,765,000).
During the year, valid conversions were received to convert 60,238 Growth shares (which represented a value of £173,000). These
were converted into 122,402 Income shares in accordance with the Company’s Articles and by reference to the ratio of the relative
underlying net asset values of the Growth shares and Income shares on the conversion date.
The Company’s Articles allow for Deferred shares to be allotted as part of the share conversion to ensure that the conversion does
not result in a reduction of the aggregate par value of the Company’s issued share capital. The Deferred shares issued as part of the
share conversion in the current period are set out above. The Deferred shares were subsequently repurchased by the Company for
nil consideration (as they have no economic value) and as authorised by shareholders at the 2021 AGM.
Since the year-end, the Company has issued a further 190,000 Growth shares from the block listing facility for net proceeds of
£446,000.
Shareholder entitlements
The Company has two classes of shares: Income shares and Growth shares.
The entitlements of the Income shares and the Growth shares are set out in the Capital Structure section on page 93 of this report.
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14. Reserves
Income shares
Share
premium
account
£’000
Capital
redemption
reserve
£’000
2022
special
reserve
£’000
2008
special
reserve
£’000
Capital
reserve –
investments
sold
£’000
Capital
reserve –
investments
held
£’000
Revenue
reserve
£’000
At 1 June 2021 27,608 256 19,017 (7,079) 19,452 3,053
Gains on investments 687 (3,932)
Issuance of Income shares 1,980
Share conversion (37)
Buy-back of deferred shares for cancellation 1
Management fees charged to capital (281)
Interest charged to capital (92)
Foreign exchange losses (2)
Transfer of net income from Growth Portfolio to Income Portfolio 644
Transfer of capital from Income Portfolio to Growth Portfolio (644)
Share premium cancellation (29,588) 29,588
Net revenue for the year 2,620
Dividends paid
(3,155)
At 31 May 2022 257 29,588 18,980 (7,411) 15,520 3,162
Growth shares
Share
premium
account
£’000
Capital
redemption
reserve
£’000
2022
special
reserve
£’000
2008
special
reserve
£’000
Capital
reserve –
investments
sold
£’000
Capital
reserve –
investments
held
£’000
Revenue
reserve
£’000
At 1 June 2021 26,599 365 17,162 7,063 49,451
Gains on investments 7,731 (20,210)
Issuance of Growth shares 2,982
Share conversion 37
Buy-back of deferred shares for cancellation
Management fees charged to capital (537)
Transfer of net income from Growth Portfolio to Income Portfolio (644)
Transfer of capital from Income Portfolio to Growth Portfolio 644
Share premium cancellation (29,581) 29,581
Net revenue for the year 644
At 31 May 2022 365 29,581 17,199 14,901 29,241
Capital management
The Company’s capital is represented by the issued share capital, share premium account, capital redemption reserve, 2022 special
reserve, 2008 special reserve, capital reserve – investments sold, capital reserve – investments held and revenue reserve. Details
of the movement through each reserve are shown on pages 78
to 80. The Company is not subject to any externally imposed capital
requirements. The nature of the reserves are explained in note 1(i) on pages 67 and 68.
The capital of the Company is managed in accordance with its investment policy, in pursuit of its investment objective, both of which
are detailed in the Strategic Report.
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Financial Report
15. Net Asset Value per Share
The net asset value per share and the net asset value attributable to the shares at the year-end are calculated as follows:
Year ended 31 May 2022
Net asset value per share Net asset value attributable
Income
shares
pence
Growth
shares
pence
Income
shares
£’000
Growth
shares
£’000
Basic 133.67p 244.41p 64,692 94,979
Year ended 31 May 2021
Net asset value per share Net asset value attributable
Income
shares
pence
Growth
shares
pence
Income
shares
£’000
Growth
shares
£’000
Basic 142.22p 276.01p 66,766 104,226
The net asset value per Income share is calculated on net assets of £64,692,000 (2021: £66,766,000), divided by 48,397,165 (2021:
46,944,790) Income shares, being the number of Income shares in issue at the year-end (excluding any shares held in treasury).
The net asset value per Growth share is calculated on net assets of £94,979,000 (2021: £104,226,000), divided by 38,860,148 (2021:
37,761,553) Growth shares, being the number of Growth shares in issue at the year-end (excluding any shares held in treasury).
16. Reconciliation of Return on Ordinary Activities Before Tax to Net Cash Outflow from Operations
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
(Loss)/return on ordinary activities before tax (986) (12,372) (13,358) 15,229 24,553 39,782
Adjust for returns from non-operating activities:
Losses/(gains) on investments 3,245 12,479 15,724 (13,297) (24,835) (38,132)
Foreign exchange losses 2 2 17 17
Return from operating activities 2,261 107 2,368 1,949 (282) 1,667
(Increase)/decrease in prepayments (15) (15) 2 (7) (5)
(Decrease)/Increase in creditors (436) (346) (782) 288 (84) 204
Withholding tax (suffered)/recovered (34) (34) 21 21
Dividend income (3,176) (1,200) (4,376) (2,981) (1,040) (4,021)
Interest income (1) (9) (10) (1) (1)
Interest expense 152 152 116 116
Net cash outflows from operations before dividends and interest (1,234) (1,463) (2,697) (606) (1,413) (2,019)
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Financial Report
17. Financial Instruments
The Company’s financial instruments comprise its investment Portfolios, cash balances, bank borrowings and debtors and creditors
that arise directly from its operations. The Company, which is an investment trust, holds two Portfolios of financial assets in pursuit of
its investment objective.
Listed and quoted fixed asset investments held (see note 10) are valued at fair value.
The fair value of the financial assets and liabilities of the Company at 31 May 2022 and 31 May 2021 is not materially different from
their carrying value in the financial statements.
The main risks that the Company faces arising from its financial instruments are:
(i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices
caused by factors other than interest rate or currency rate movements;
(ii) interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of changes in market
interest rates;
(iii) foreign currency risk, being the risk that the value of investment holdings, investment purchases, investment sales and income
will fluctuate because of movements in currency rates;
(iv) credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has
entered into with the Company; and
(v) liquidity risk, being the risk that the Company may not be able to liquidate its investments quickly or otherwise raise funds to
meet financial commitments.
The Company held the following categories of financial instruments as at 31 May:
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Financial instruments
Investment Portfolio – Level 1 (refer to note 10) 69,874 89,258 159,132 72,121 101,052 173,173
Cash at bank and on deposit 1,549 5,929 7,478 2,040 3,769 5,809
Due from brokers 326 326
Accrued income 274 57 331 225 31 256
Financial liabilities
Other creditors and accruals 428 303 731 667 649 1,316
Fixed term loan 5,000 5,000 5,000 5,000
Revolving credit facility 2,000 2,000 2,000 2,000
18. Market Price Risk
The management of market price risk is part of the fund management process and is typical of equity and debt investment. The
Portfolios are managed with an awareness of the effects of adverse price movements through detailed and continuing analysis with
an objective of maximising overall returns to shareholders. Further information on the investment Portfolios is set out on pages 20
to 23.
If the investment Portfolio valuation fell by 10% at 31 May 2022, the impact on the profit or loss and the net asset value would have
been negative £7.0 million (Income shares) (2021: negative £7.2 million (Income shares)) and negative £8.9 million (Growth shares)
(2021: negative £10.1 million (Growth shares)). If the investment Portfolio valuation rose by 10% at 31 May 2022, the effect would
have been equal and opposite (2021: equal and opposite). The calculations are based on the Portfolio valuations as at the respective
Balance Sheet dates, are not representative of the period as a whole and may not be reflective of future market conditions.
Report and Accounts 2022 | 83
Financial Report
19. Interest Rate Risk
The exposure of the financial assets and liabilities to interest rate movements as at 31 May 2022 was:
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Exposure to floating rates:
Cash 1,549 5,929 7,478 2,040 3,769 5,809
Revolving credit facility (2,000) (2,000)
Net exposure (451) 5,929 5,478 2,040 3,769 5,809
Maximum net exposure during the year 365 7,645 2,646 3,769
Minimum net exposure during the year (865) 2,567 992 363
Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising from
the investment and risk management processes. If interest rates rose by 0.5%, the impact on the profit and loss and the net asset
value would have been on the Income shares a decrease of £2,000 (2021: increase of £10,000) and on the Growth shares an
increase of £30,000 (2021: increase of £19,000). If interest rates fell by 0.5%, the effect would have been equal and opposite. The
calculations are based on the financial assets and liabilities held and the interest rates ruling at each Balance Sheet date and are
not representative of the year as a whole.
Floating Rate
When the Company retains cash balances the majority of the cash is held in variable rate bank accounts yielding rates of interest
linked to the UK base rate which was 1.0% at 31 May 2022 (2021: 0.1%). There are no other assets which are directly exposed to
floating interest rate risk.
When the Company draws down amounts under its new revolving credit facility, interest is payable based on SONIA (which can vary
on a daily basis) plus a margin. In the prior year, interest was based on LIBOR and was fixed at the time of drawdown.
Fixed Rate
Movements in market interest rates will affect the market value of fixed interest investments. Refer to the market price risk note 18.
Neither the Income Portfolio nor the Growth Portfolio holds any fixed interest investments and accordingly no sensitivity analysis has
been presented.
The Company has a £5 million fixed rate term loan with an interest rate of 2.78% per annum.
Non-interest Bearing Investments
The Company’s non-interest bearing investments are its equity investments which had a value of £69,874,000 (2021: £72,121,000)
for the Income Portfolio and £89,258,000 (2021: £101,052,000) for the Growth Portfolio.
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Financial Report
20. Foreign Currency Risk
The Company may invest in overseas securities which give rise to currency risks. At 31 May, direct foreign currency exposure was:
2022 2021
Income
shares
investments
£’000
Growth
shares
investments
£’000
Total
£’000
Income
shares
investments
£’000
Growth
shares
investments
£’000
Total
£’000
Swiss Franc 3,673 3,673 4,556 4,556
Euro 1,946 1,946 2,228 2,228
US Dollar 1,229 1,028 2,257 1,092 1,350 2,442
6,848 1,028 7,876 7,876 1,350 9,226
If the value of sterling had weakened against the Swiss Franc by 10%, the impact on the profit or loss and the net asset value would
have been an increase of £367,000 (Income shares) (2021: £456,000). If the value of sterling had strengthened against the Swiss
Franc by 10% the effect would have been equal and opposite.
If the value of sterling had weakened against the Euro by 10%, the impact on the profit or loss and the net asset value would have
been an increase of £195,000 (Income shares) (2021: £223,000). If the value of sterling had strengthened against the Euro by 10%
the effect would have been equal and opposite.
If the value of sterling had weakened against the US Dollar by 10%, the impact on the profit or loss and the net asset value would
have been an increase of £123,000 (Income shares) (2021: £109,000) and an increase of £103,000 (Growth shares) (2021:
£135,000
). If the value of sterling had strengthened against the US Dollar by 10% the effect would have been equal and opposite.
As the remainder of the Company’s investments and all other assets and liabilities are denominated in sterling there is no other
direct foreign currency risk. However, although the Company’s performance is measured in sterling and the Company’s investments
(other than the above) are denominated in sterling, a proportion of their underlying assets are quoted in currencies other than
sterling. Therefore movements in the rates of exchange between sterling and other currencies may affect the market price of the
Company’s investments and therefore the market price risk note 18 includes an element of currency exposure.
21. Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has
entered into with the Company. The Manager has in place a monitoring procedure in respect of counterparty risk which is reviewed
on an ongoing basis. The carrying amounts of financial assets best represents the maximum credit risk exposure at the Balance
Sheet date.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2022 2021
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Income
shares
£’000
Growth
shares
£’000
Total
£’000
Cash at bank and on deposit 1,549 5,929 7,478 2,040 3,769 5,809
Due from brokers 326 326
Accrued income 274 57 331 225 31 256
2,149 5,986 8,135 2,265 3,800 6,065
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions
is considered to be small due to the short settlement period involved and the acceptable credit quality of the brokers used.
The Manager monitors the quality of service provided by the brokers used to further mitigate this risk.
Report and Accounts 2022 | 85
Financial Report
21. Credit Risk (Continued)
All the assets of the Company which are traded on a recognised exchange are held by JPMorgan Chase Bank, the Company’s
Custodian. Bankruptcy or insolvency of the Custodian may cause the Company’s rights with respect to securities held by the
Custodian to be delayed or limited. The Board monitors the Company’s risk by reviewing the Custodian’s internal control reports as
described in the Report of the Audit Committee.
The credit risk on liquid funds is controlled because the counterparties are banks with acceptable credit ratings, normally rated A
or higher, assigned by international credit rating agencies. Bankruptcy or insolvency of such financial institutions may cause the
Company’s ability to access cash placed on deposit to be delayed, limited or lost.
22. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in realising assets or otherwise raising funds to meet financial
commitments. The risk of the Company not having sufficient liquidity at any time is not considered by the Board to be significant,
given that the Company’s listed and quoted securities are considered to be readily realisable.
The Company’s liquidity risk is managed on an ongoing basis by the Manager in accordance with policies and procedures in place as
described in the Report of the Directors. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued
expenses which are settled in accordance with suppliers stated terms. The Company has a £5 million fixed rate term loan and
a £5 million unsecured revolving credit facility which are both available until 10 February 2025 with The Royal Bank of Scotland
International Limited. As at 31 May 2022, £5 million of the fixed rate term loan was drawn down (2021: £5 million) and £2 million of
the unsecured revolving credit facility was drawn down (2021: £2 million). The interest rate on the fixed rate term loan, which is fully
drawn, is 2.78% per annum. The interest rate on the unsecured revolving credit facility is variable, and a non-utilisation fee is payable
on undrawn amounts.
The contractual maturities of the financial liabilities at each Balance Sheet date, based on the earliest date on which payment can be
required, were as follows:
2022
One
month
or less
£’000s
More than
one month
but less than
one year
£’000s
More than
one year
£’000s
Total
£’000s
Income shares
Liabilities
Bank borrowing (fixed rate term loan) 5,000 5,000
Bank borrowing (revolving credit facility) 2,000 2,000
Other creditors 428 428
2,428 5,000 7,428
Growth shares
Liabilities
Other creditors 303 303
303 303
Total 2,731 5,000 7,731
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Financial Report
22. Liquidity Risk (Continued)
2021
One
month
or less
£’000s
More than
one month
but less than
one year
£’000s
More than
one year
£’000s
Total
£’000s
Income shares
Liabilities
Bank borrowing (fixed rate term loan) 5,000 5,000
Bank borrowing (revolving credit facility) 2,000 2,000
Other creditors 667 667
667 7,000 7,667
Growth shares
Liabilities
Other creditors 649 649
649 649
Total 1,316 7,000 8,316
23. Related Parties and Transactions with the Manager
The Board of Directors is considered a related party. There are no transactions with the Board other than aggregated remuneration for
services as Directors as disclosed in the Directors’ Remuneration Report on pages 50 to 52 and as set out in note 5 to the financial
statements. The beneficial interests of the Directors in the Income shares and Growth shares of the Company are disclosed on
page
51. There are no outstanding balances with the Board at the year-end.
Until 24 February 2022, Sue Inglis was also a non-executive director and chairman of The Bankers Investment Trust. The Income
Portfolio has a holding of 1,730,470 shares in this company valued at £1,793,000 at 31 May 2022. David Warnock is also a
non-executive director of ICG Enterprise Trust plc. The Growth Portfolio has a holding of 190,000 shares in this company valued at
£2,067,000 at 31 May 2022.
Transactions between the Company and the Manager are detailed in note 4 on investment management and performance fees,
note 5 and note 12 on fees owed to the Manager at the Balance Sheet date. The existence of an independent Board of Directors
demonstrates that the Company is free to pursue its own financial and operating policies and therefore, under the AIC SORP, the
Manager is not considered to be a related party.
24. Post-balance Sheet Events
Since 31 May 2022, there are no post Balance Sheet events which would require adjustment of or disclosure in the financial statements.
Report and Accounts 2022 | 87
Financial Report
Alternative Investment Fund Managers Directive (‘AIFMD’)
In accordance with the AIFM Directive, information in relation to the Company’s leverage and the remuneration of the Company’s
AIFM, Columbia Threadneedle Investment Business Limited, is required to be made available to investors. Detailed regulatory
disclosures, including those on the AIFM’s remuneration policy and costs, are available on the Company’s website or from Columbia
Threadneedle Investments on request.
The Company’s maximum and average actual leverage levels at 31 May 2022 are shown below:
Leverage exposure
Gross
method
Commitment
method
Maximum limit 200% 200%
Actual 100% 104%
For the purposes of the AIFM Directive, leverage is any method which increases the Company’s exposure, including the borrowing of
cash and the use of derivatives. It is expressed as a percentage of the Company’s exposure to its net asset value and is calculated
on both a gross and commitment method.
Under the gross method, exposure represents the sum of the Company’s positions after deduction of cash balances, without taking
account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of
cash balances and after certain hedging and netting positions are offset against each other.
The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in
the Company’s Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation
to borrowings.
Detailed regulatory disclosures to investors in accordance with the AIFM Directive are contained on the Company’s website under
Key Documents.
AIFMD Disclosures
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88 | CT Global Managed Portfolio Trust PLC
Notice of Meeting
Notice of Annual General Meeting
Notice is hereby given that the fourteenth Annual General
Meeting of CT Global Managed Portfolio Trust PLC will be held
at Exchange House, Primrose Street, London EC2A 2NY on
Thursday 29 September 2022 at 11.30am for the following
purposes. To consider and, if thought fit, pass the following
Resolutions, of which Resolutions 1 to 9 will be proposed
as Ordinary Resolutions and Resolutions 10 to 13 as
Special Resolutions:
Ordinary Resolutions
1. That the Annual Report and Financial Statements for the year
to 31 May 2022 be received.
2. That the Annual Report on Directors’ Remuneration for the
year to 31 May 2022 be approved.
3. That Shauna L Bevan, who was appointed as a Director on
9 June 2022, be elected as a Director.
4. That Sue P Inglis, who retires annually, be re-elected as a
Director.
5. That Simon M Longfellow, who retires annually, be re-elected
as a Director.
6. That David Warnock, who retires annually, be re-elected as
a Director.
7. That KPMG LLP be re-appointed as Auditor of the Company and
the Directors be authorised to determine its remuneration.
8. That the Company’s dividend policy with regard to quarterly
payments as set out in the Annual Report and Financial
Statements for the year to 31 May 2022 be approved.
9. Authority to allot shares
That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to
the date of the passing of this resolution, the Directors
of the Company be and they are hereby generally and
unconditionally authorised in accordance with Section 551
of the Companies Act 2006 (the ‘Act’’) to exercise all the
powers of the Company to allot shares in the Company and
to grant rights to subscribe for or to convert any security
into shares in the Company (‘Rights’’) provided that such
authority shall be limited to the allotment of shares and
the grant of Rights in respect of shares with an aggregate
nominal value of up to £921,933.02 in respect of Income
shares and £741,763.35 in respect of Growth shares, such
authority to expire at the conclusion of the next Annual
General Meeting of the Company after the passing of this
resolution or on the expiry of 15 months from the passing
of this resolution, whichever is the earlier, unless previously
revoked, varied or extended by the Company in a general
meeting, save that the Company may at any time prior to
the expiry of this authority make an offer or enter into an
agreement which would or might require shares in the
Company to be allotted or Rights to be granted after the
expiry of such authority and the Directors shall be entitled
to allot shares in the Company or grant Rights in pursuance
of such an offer or agreement as if such authority had not
expired.
Special Resolutions
10. Power to allot shares and sell treasury shares without rights
of pre-emption
That, subject to the passing of Resolution 9, and in
substitution for any existing power but without prejudice
to the exercise of any such power prior to the date of the
passing of this resolution, the Directors of the Company
be and they are hereby generally empowered, pursuant to
Section 570 of the Companies Act 2006 (the ‘Act’’), to allot
equity securities (as defined in Section 560 of the Act) for
cash pursuant to the authority given by Resolution 9 and/
or to sell Income shares and/or Growth shares held by the
Company as treasury shares as if Section 561(1) of the Act
did not apply to any such allotment or sale, provided that
this power:
(a) expires at the conclusion of the next Annual General
Meeting of the Company after the passing of this
resolution or on the expiry of 15 months from the
passing of this resolution, whichever is the earlier, save
that the Company may, before such expiry, make an
offer or agreement which would or might require equity
securities to be allotted or treasury shares to be sold
after such expiry and the Directors may allot equity
securities or sell treasury shares in pursuance of any
such offer or agreement as if the power conferred
hereby had not expired; and
(b) shall be limited to the allotment of equity securities
or sale of treasury shares up to an aggregate nominal
value of 460,966.51 in respect of Income shares
and £370,881.67 in respect of Growth shares (being
approximately 10.0% of the nominal value of the
issued Income share capital of the Company and
approximately 10.0% of the nominal value of the
issued Growth share capital of the Company as at
8 August 2022) at a price of not less than the net
asset value per share of the existing Income shares (in
the case of an allotment or sale of Income shares) or
Report and Accounts 2022 | 89
Notice of Meeting
Growth shares (in the case of an allotment or sale of
Growth shares).
This power applies in relation to the sale of Income shares
and/or Growth shares which is an allotment of equity
securities that immediately before the allotment are held
by the Company as treasury shares as if in the opening
paragraph of this resolution the words “subject to the
passing of Resolution 9” and “pursuant to the authority given
by Resolution 9” were omitted.
11. Additional power to allot shares and sell treasury shares
without rights of pre-emption
That, subject to the passing of Resolution 9, and in addition
to any power granted under Resolution 10 above, the
Directors of the Company be and they are hereby generally
empowered, pursuant to Section 570 of the Companies
Act 2006 (the ‘Act’’), to allot equity securities (as defined in
Section 560 of the Act) for cash pursuant to the authority
given by Resolution 9 and/or sell Income shares and/or
Growth shares held by the Company as treasury shares as if
Section 561(1) of the Act did not apply to any such allotment
or sale, provided that this power:
(a) expires at the conclusion of the next Annual General
Meeting of the Company after the passing of this
resolution or on the expiry of 15 months from the
passing of this resolution, whichever is the earlier, save
that the Company may, before such expiry, make an
offer or agreement which would or might require equity
securities to be allotted or treasury shares to be sold
after such expiry and the Directors may allot equity
securities or sell treasury shares in pursuance of any
such offer or agreement as if the power conferred
hereby had not expired; and
(b) shall be limited to the allotment of equity securities
or sale of treasury shares up to an aggregate nominal
value of £460,966.51 in respect of Income shares
and £370,881.67 in respect of Growth shares (being
approximately 10.0% of the nominal value of the
issued Income share capital of the Company, and
approximately 10.0% of the nominal value of the
issued Growth share capital of the Company as at
8 August 2022) at a price of not less than the net
asset value per share of the existing Income shares (in
the case of an allotment or sale of Income shares) or
Growth shares (in the case of an allotment or sale of
Growth shares).
This power applies in relation to the sale of Income shares
and/or Growth shares which is an allotment of equity
securities that immediately before the allotment are held
by the Company as treasury shares as if in the opening
paragraph of this resolution the words “subject to the
passing of Resolution 9” and “pursuant to the authority given
by Resolution 9” were omitted.
12. Authority to buy back shares
That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the
date of the passing of this resolution, the Company be and
is hereby generally and unconditionally authorised, pursuant
to and in accordance with Section 701 of the Companies
Act 2006 (the ‘Act’’), to make market purchases (within the
meaning of Section 693(4) of the Act) of fully paid Income
shares in the share capital of the Company and fully paid
Growth shares in the share capital of the Company (‘‘Income
shares and/or Growth shares’’) (either for retention as
treasury shares for future reissue, resale or transfer or
cancellation), provided that:
(a) the maximum aggregate number of Income shares and
Growth shares hereby authorised to be purchased is
14.99% of the issued Income shares and 14.99% of
the issued Growth shares (excluding Income shares
and Growth shares held in treasury) immediately prior
to the passing of this resolution
(1)
;
(b) the minimum price (excluding expenses) which may
be paid for an Income share or Growth share is
£0.094976101;
(c) the maximum price (excluding expenses) which may be
paid for an Income share or Growth share shall not be
more than the higher of:
i. 5% above the average middle market price on
the London Stock Exchange of an Income share
or Growth share over the five business days
immediately preceding the date of purchase; and
ii. the higher of the last independent trade and the
highest current independent bid on the London
Stock Exchange; and
(d) unless previously varied, revoked or renewed by
the Company in a general meeting, the authority
hereby conferred shall expire at the conclusion of
the Company’s next Annual General Meeting or on
29 December 2023, whichever is the earlier, save
that the Company may, prior to such expiry, enter
into a contract to purchase Income shares and/or
Growth shares under such authority which will or might
be completed or executed wholly or partly after the
expiration of such authority and may make a purchase
of Income shares and/or Growth shares pursuant to
any such contract.
(1)
Following Resolution 12 becoming effective the maximum aggregate number of shares hereby authorised to be purchased shall be 7,275,000 Income shares and
5,853,000 Growth shares (or, if less, 14.99% of the number of Income shares and 14.99% of the Growth shares in issue (excluding treasury shares) immediately prior
to the passing of this resolution)
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Notice of Meeting
13. Purchase Contract
That the proposed Purchase Contract (as defined in the
Annual Report and Financial Statements published by the
Company on 8 August 2022) to enable the Company to make
off-market purchases of its own deferred shares pursuant
to Sections 693 and 694 of the Companies Act 2006 in the
form produced at the meeting and initialled by the Chairman
be and is hereby approved and the Company be and is
hereby authorised to enter into, execute and perform such
contract, but so that the approval and authority conferred by
this resolution shall expire on the day immediately preceding
the date which is 18 months after the passing of this
resolution or, if earlier, at the conclusion of the next Annual
General Meeting of the Company.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
8 August 2022
Report and Accounts 2022 | 91
Notice of Meeting
Notes
1. A member entitled to attend and vote at this meeting may appoint
one or more persons as his/her proxy to attend, speak and vote
on his/her behalf at the meeting. A proxy need not be a member
of the Company. If multiple proxies are appointed they must not
be appointed in respect of the same shares. To be effective, the
duly executed enclosed Form of Proxy, together with any power of
attorney or other authority under which it is signed or a certified
copy thereof, should be lodged at the address shown on the proxy
form not later than 48 hours (excluding non-working days) before
the time of the meeting or, in the case of an adjourned meeting, no
later than 48 hours (excluding non-working days) before the holding
of that adjourned meeting (or in the case of a poll taken subsequent
to the date of the meeting or adjourned meeting, no later than 24
hours (excluding non-working days) before the time appointed for
the taking of the poll). The appointment of a proxy will not prevent a
member from attending the meeting and voting in person if he/she
so wishes.
2. A corporation, which is a shareholder, may appoint an individual(s)
to act as its representative(s) and to vote in person at the meeting
(see instructions given on the proxy form). In accordance with the
provisions of the Companies Act 2006, each such representative
may exercise (on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual member of the
Company, provided that they do not do so in relation to the same
shares.
3. CREST members who wish to appoint a proxy or proxies by utilising
the CREST electronic proxy appointment service may do so for this
meeting by following the procedures described in the CREST Manual
and by logging on to www.euroclear.com. CREST personal members
or other CREST sponsored members, and those CREST members
who have appointed a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take
the appropriate action on their behalf.
4. In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a ‘‘CREST Proxy
Instruction’) must be properly authenticated in accordance with
Euroclear UK & International Limited’s (‘‘Euroclear’’) specifications
and must contain the information required for such instructions,
as described in the CREST Manual. The message, in order to be
valid, must be transmitted so as to be received by the Company’s
agent (ID RA19) by the latest time for receipt of proxy appointments
specified in Note 1 above. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which the
Company’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should
be communicated to the appointee through other means.
5. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
6. Alternatively, shareholders can submit proxy instructions online by
logging onto www.sharevote.co.uk. To use this service shareholders
will need their Voting ID, Task ID and Shareholder Reference Number
printed on the accompanying Form of Proxy. Full details of the
procedure are given on the website. Alternatively, shareholders
who have already registered with Equiniti’s online portfolio
service, Shareview, can submit proxy instructions by logging on
to their portfolio at www.shareview.co.uk using your usual user
ID and password. Once logged in simply click “view” on the “My
Investments” page, click on the link to vote, then follow the on
screen instructions. Electronic proxy votes must be received by
Equiniti, by no later than 48 hours before the time of the meeting.
7. A person to whom this notice is sent who is a person nominated
under Section 146 of the Companies Act 2006 to enjoy information
rights (a ‘‘Nominated Person’) may, under an agreement between
him/her and the shareholder by whom he/she was nominated, have
a right to be appointed (or to have someone else appointed) as a
proxy for the Annual General Meeting. If a Nominated Person has no
such proxy appointment right or does not wish to exercise it, he/she
may, under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights.
The statements of the rights of members in relation to the
appointment of proxies in Notes 1 and 3 above do not apply to a
Nominated Person. The rights described in this Note can only be
exercised by registered members of the Company.
8. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those holders
of shares entered on the Register of Members of the Company as
at 6.30pm on 27 September 2022 or, in the event that the meeting
is adjourned, on the Register of Members as at 6.30pm on the day
two business days prior to any adjourned meeting, shall be entitled
to attend or vote at the meeting in respect of the number of shares
registered in their names at that time. Changes to the entries on
the Register of Members after 6.30pm on 27 September 2022 or, in
the event that the meeting is adjourned, in the Register of Members
as at 6.30pm on the day two business days prior to any adjourned
meeting, shall be disregarded in determining the rights of any person
to attend or vote at the meeting, notwithstanding any provisions in
any enactment, the Articles of Association of the Company or other
instrument to the contrary.
9. As at 8 August 2022 (being the last business day prior to the
publication of this notice) the Company’s issued share capital
consists of 48,537,165 Income shares carrying one vote each
and 39,050,148 Growth shares carrying one vote each (in each
case, in respect of a general meeting of the Company, on a show of
hands only). The Company holds nil Income shares and nil Growth
shares in treasury. Therefore the total number of voting rights in the
Company as at 8 August 2022 on a show of hands was 87,587,313
votes. In accordance with the Articles of Association, the voting
rights attributable to each class of shares on a poll is equal to the
number of shares of that class in issue multiplied by the Share
Voting Number (which is defined in the Articles of Association as the
net asset value of the relevant Portfolio divided by the number of
shares in that Portfolio, calculated at the Voting Calculation Date).
Given a Voting Calculation Date of 5 August 2022, the Share Voting
Number for the Income shares is 1.31 and the Share Voting Number
for the Growth shares is 2.45.
For illustrative purposes only, on a poll, there would therefore be
63,583,686 votes attributable to the Income shares, 95,672,863
votes attributable to the Growth shares and the total voting rights in
the Company would be 159,256,549. In accordance with the Articles
of Association, the applicable Share Voting Numbers for the Income
shares and the Growth shares at the Annual General Meeting will be
displayed at the meeting venue.
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92 | CT Global Managed Portfolio Trust PLC
Notice of Meeting
Any power of attorney or any other authority under which this
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form. The voting on
all resolutions will be conducted by way of a poll. On a poll each
Income shareholder and each Growth shareholder is entitled to a
weighted vote determined in accordance with the underlying NAV
of the relevant shares as specified in the Articles of Association.
Any person holding 3% of the total voting rights in the Company
who appoints a person other than the Chairman as his/her proxy
will need to ensure that both he/she and such third party complies
with their respective disclosure obligations under the Disclosure
Guidance and Transparency Rules.
10. The proposed Purchase Contract referred to in Resolution 13 will
be available for inspection at the Annual General Meeting. The
proposed Purchase Contract will also be available at the Company’s
registered office from 15 days prior to the AGM.
11. No Director has a contract of service with the Company. The
Directors’ letters of appointment will be available for inspection at
the Company’s registered office during normal business hours on
any weekday (Saturdays, Sundays and public holidays excepted) and
from 15 minutes prior to, and during, the Annual General Meeting.
12. Information regarding the Annual General Meeting, including
information required by Section 311A of the Companies Act 2006, is
available from ctglobalmanagedportfolio.co.uk.
13. Under Section 319A of the Companies Act 2006, the Company must
answer any question relating to the business being dealt with at the
meeting put by a member attending the meeting unless:
(a) answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information;
(b) the answer has already been given on a website in the form of
an answer to a question; or
(c) it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
14. The members of the Company may require the Company to publish,
on its website (without payment), a statement (which is also passed
to the Company’s Auditor) setting out any matter relating to the audit
of the Company’s accounts, including the Auditor's Report and the
conduct of the audit. The Company will be required to do so once
it has received such requests from either members representing
at least 5% of the total voting rights of the Company or at least
100 members who have a relevant right to vote and hold shares
in the Company on which there has been paid up an average sum
per member of at least £100. Such requests must be made in
writing and must state your full name and address and be sent to
Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG.
15. You may not use any electronic address provided either in this
Notice of Annual General Meeting or any related documents
(including the Form of Proxy) to communicate with the Company for
any purposes other than those expressly stated.
16. Under Section 338 of the Companies Act 2006, a member or
members meeting the qualification criteria set out at Note 18 below,
may, subject to certain conditions, require the Company to circulate
to members notice of a resolution which may properly be moved and
is intended to be moved at that meeting. The conditions are that: (i)
the resolution must not, if passed, be ineffective (whether by reason
of inconsistency with any enactment or the Company’s constitution
or otherwise); (ii) the resolution must not be defamatory of any
person, frivolous or vexatious; and (iii) the request: (a) may be in
hard copy form or in electronic form; (b) must identify the resolution
of which notice is to be given by either setting out the resolution in
full or, if supporting a resolution sent by another member, clearly
identifying the resolution which is being supported; (c) must be
authenticated by the person or persons making it; and (d) must be
received by the Company not later than six weeks before the meeting
to which the requests relate.
17. Under Section 338A of the Companies Act 2006, a member or
members meeting the qualification criteria set out at Note 18 below,
may, subject to certain conditions, require the Company to include
in the business to be dealt with at the meeting a matter (other
than a proposed resolution) which may properly be included in the
business (a matter of business). The conditions are that: (i) the
matter of business must not be defamatory of any person, frivolous
or vexatious; and (ii) the request: (a) may be in hard copy form or in
electronic form; (b) must identify the matter of business by either
setting it out in full or, if supporting a statement sent by another
member, clearly identify the matter of business which is being
supported; (c) must be accompanied by a statement setting out the
grounds for the request; (d) must be authenticated by the person
or persons making it; and (e) must be received by the Company not
later than six weeks before the meeting to which the requests relate.
18. In order to be able to exercise the members’ right to require: (i)
circulation of a resolution to be proposed at the meeting (see Note
16); or (ii) a matter of business to be dealt with at the meeting (see
Note 17), the relevant request must be made by: (a) a member
or members having a right to vote at the meeting and holding
at least 5% of total voting rights of the Company; or (b) at least
100 members have a right to vote at the meeting and holding, on
average, at least £100 of paid up share capital.
Report and Accounts 2022 | 93
Other Information
The Company has two classes of shares, Income shares
and Growth shares, each with distinct investment objectives,
investment policies and underlying investment Portfolios. Both
the Income shares and Growth shares are traded on the London
Stock Exchange. There is no fixed ratio of Income shares to
Growth shares and the relative sizes of the Income and Growth
Portfolios may vary over time.
Neither the Income shares nor the Growth shares represent
capital gearing for the other share class.
Dividends
Income shares are entitled to all dividends of the Company. The
Company typically pays four quarterly dividends per financial
year in October, January, April and July. The Growth shares do not
carry an entitlement to receive dividends.
Any net income arising in the Growth Portfolio is transferred
to the Income Portfolio, and a corresponding transfer of an
identical amount made from the capital attributable to the
Income Portfolio to the Growth Portfolio. It is expected that this
will benefit both the income prospects of the Income shares and
the capital growth prospects of the Growth shares.
Capital
The net asset value of the Income shares is based on the
Income Portfolio and the net asset value of the Growth shares is
based on the Growth Portfolio.
As a matter of law, the Company is a single entity and,
while under the Articles of Association the assets of the
Income Portfolio are separated for the benefit of the Income
shareholders and the assets of the Growth Portfolio are
separated for the benefit of the Growth shareholders, there is
no distinction between the assets of the Income Portfolio and
the Growth Portfolio as far as creditors of the Company are
concerned.
On a return of assets, on a liquidation or otherwise, the surplus
assets of the Company comprised in either of the Income
Portfolio or the Growth Portfolio, after payment of all debts and
satisfaction of all the liabilities associated with that Portfolio
and any other relevant liabilities, shall be paid to the holders of
the shares of the particular Portfolio and distributed amongst
such holders rateably according to the amounts paid up on the
relevant shares held by them respectively.
If, in the course of liquidation of the Company the assets
attributable to a particular Portfolio are insufficient to satisfy the
liabilities attributable to that Portfolio and that Portfolio’s pro
rata share of the Company’s general liabilities, the outstanding
liabilities shall be attributable to the other Portfolio.
Voting
At any general meeting of the Company, on a show of hands,
each Income shareholder and each Growth shareholder shall
have one vote and, upon a poll, a weighted vote determined in
accordance with the underlying NAV of the relevant share as
specified in the Articles.
At any class meeting of Income shareholders, on a show of
hands, each Income shareholder shall have one vote and, upon
a poll, one vote for each Income share held and at any class
meeting of Growth shareholders, on a show of hands, each
Growth shareholder shall have one vote and, upon a poll, one
vote for each Growth share held.
Any material change to the investment policy of the Company will
only be made with the prior class consent of shareholders of the
class to which the change relates (where the proposed material
change only relates to a particular class) and with the prior
approval of the shareholders of the Company.
Voting of Shares Held in the Savings Plans
Since the launch of the Company, the majority of the Income
shares and Growth shares in the Company have been held
through the savings plans which are administered by the
Manager. The Manager does not have discretion to exercise any
voting rights in respect of the shares held through the savings
plans. The shares are voted in accordance with the instructions
of the underlying planholders. The Manager has undertaken
that, subject to any regulatory restrictions, it would operate a
proportional voting system whereby, provided that the nominee
company holding the shares received instructions to vote in
respect of more than 10% of the shares held in these savings
plans, it would vote all the shares in respect of which it had
not received instructions proportionately to those for which it
had received instructions. Any shares held by the underlying
holder in excess of 0.25% of the issued shares of the relevant
class would not be counted for the purposes of pro rating the
voting of non-directed shares. Any shares voted by an underlying
planholder in excess of the maximum limit would remain valid,
but would not form part of the proportional voting basis.
Conversion Between Income Shares and Growth Shares
Subject to certain minimum and maximum thresholds which may
be set at the discretion of the Board, shareholders have the right
to convert their Income shares into Growth shares and/or their
Growth shares into Income shares upon certain dates, the next
of which will be on 27 October 2022 and then annually or close
to annually thereafter. Under current law, such conversions will
not be treated as disposals for UK capital gains tax purposes.
Full details are provided in the Shareholder Information section
on pages 94 and 95.
Capital Structure At 31 May 2022
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94 | CT Global Managed Portfolio Trust PLC
Other Information
Conversion Facility
Subject to certain minimum and maximum thresholds which
may be set by the Board of CT Global Managed Portfolio Trust
PLC (the ‘‘Board’) from time to time, shareholders have the right
to convert their Income shares into Growth shares and/or their
Growth shares into Income shares upon certain dates, the next
of which will be 27 October 2022 and then annually or close
to annually thereafter (subject to the Articles of Association of
the Company). Under current law, such conversions will not be
treated as disposals for UK capital gains tax purposes.
Conversion Process
Minimum level
The Board may, in its sole and absolute discretion, specify
a minimum number of converting shares which are to be
converted by a shareholder in the case of either the Income
shares or Growth shares.
The minimum amount for the 27 October 2022 Conversion
is 1,000 shares per shareholder or the whole shareholding,
whichever is lower.
The Board will specify a minimum net value of assets to be
transferred from a Portfolio on any Conversion Date, and
may change any such minimum from time to time. If, on any
Conversion Date, the value of the assets to be so transferred
is less than such specified minimum, then the Board may, in its
sole and absolute discretion, cancel any such conversion.
The minimum net value of assets in aggregate for the
27 October 2022 Conversion is £250,000. A significant
minimum has to be set in order to justify the costs of the
exercise.
Maximum level
The Board may set a maximum number of Growth shares or
Income shares which may be converted on any Conversion
Date and may change such maximum from time to time. If on
a Conversion Date, the number of Growth shares or Income
shares for which conversion notices have been delivered would
exceed the limit, the shares will be reduced pro rata.
The maximum amount for the 27 October 2022 Conversion
is 10% of the Income shares and 10% of the Growth shares
in issue.
Conversion ratio
Shares will be converted into the other share class by reference
to the ratio of the relative underlying NAVs of the Growth shares
and Income shares (as set out in more detail in the Company’s
Articles of Association). Only the Income shareholders are
entitled to receive dividends. The Company shall announce the
Conversion Ratio applicable on the Conversion Date or Deferred
Conversion Date and the number of resulting shares. The Board
has discretion to defer the Conversion Date, inter alia, in the
event that the level of conversions is above a certain materiality
threshold in order to facilitate realignment of the Company’s
Portfolios in order to effect the conversions in as effective a
manner as possible. The Deferred Conversion Date will under
normal circumstances not be more than one month later than
the originally stated Conversion Date.
Result
Within the Company announcement referenced above, the date
CREST accounts will be credited will be confirmed.
It is anticipated that, within nine working days of the Conversion
Date or the Deferred Conversion Date, the Company will send:
to each holder of converting shares that are in certificated
form a definitive certificate for the appropriate number of
shares arising on conversion and a new certificate for any
unconverted shares; and
to each holder of converting shares held in the Manager’s
savings plans, confirmation of the number of shares
converted and the number of shares arising on conversion.
No share certificates will be issued in respect of any Deferred
shares arising as a result of the conversion. These Deferred
shares have no economic value and will be transferred to a
nominee holder and bought back for nil consideration by the
Company and cancelled in accordance with the Company’s
Articles of Association.
Income shares arising on Conversion will carry the right to
receive all dividends declared by reference to a record date
falling after the Conversion Date or Deferred Conversion Date.
Income shares which are converted into Growth shares will
carry the right to receive all dividends declared by reference to
a record date falling prior to the Conversion Date or Deferred
Conversion Date but not on or thereafter.
Market price of Income shares & Growth shares
The mid-market price for the Income shares and Growth shares
on the first dealing day in each of the last six months, and
Shareholder Information
Report and Accounts 2022 | 95
Other Information
5
August 2022, being the latest practicable date before the
approval of the Annual Report and Financial Statements, were:
Income
shares (p)
Growth
shares (p)
1 February 2022 140.5 270.0
1 March 2022 134.0 259.0
1 April 2022 136.0 263.0
2 May 2022 136.0 257.0
1 June 2022 131.0 244.0
1 July 2022 126.5 235.0
5 August 2022 129.5 245.0
This is not a recommendation to convert, or not to convert,
any of your shares. The conversion facility is not available to
overseas shareholders except where appropriate confirmation
has been provided to the Directors and the Directors are
satisfied that it would be lawful for the conversion facility to apply
under the relevant overseas laws and regulations.
Future conversions
It is intended that, following the next conversion on 27 October
2022, the conversion facility will be offered annually or close to
annually thereafter.
How do I convert?
If you hold your shares:
1. Through a savings plan managed or marketed by Columbia
Threadneedle
Management Limited please download a
PLAN CONVERSION INSTRUCTION” Form from the website at
ctglobalmanagedportfolio.co.uk, which will be available from
11 August 2022.
This “Plan Conversion Instruction” Form must be received
by 5pm on Friday 23 September 2022 in respect of the
27
October 2022 Conversion Date.
2. In certificated form, please download a “CERTIFICATED
CONVERSION NOTICE” Form from the website at
ctglobalmanagedportfolio.co.uk, which will be available from
11
August 2022.
This “CERTIFICATED CONVERSION NOTICE” Form must be
received by 5pm on Friday 30 September 2022 in respect of
the 27 October 2022 Conversion Date.
Information on what to do if you have lost any or all of your
share certificates and how to obtain a letter of indemnity is
also included on the form.
3. In uncertificated form (that is in CREST) then please follow the
instructions on the website at ctglobalmanagedportfolio.co.uk,
which will be available from 11 August 2022.
4. Through an investment platform, such as Hargreaves
Lansdown or Interactive Investor, then the platform may
contact you regarding the conversion process. In the event
that you wish to make a conversion, but have not been
contacted by your platform, you should contact them directly.
This is not a recommendation to convert, or not to convert, any
of your shares.
Share Prices and Daily Net Asset Value
The Company’s Income shares and Growth shares are listed
on the London Stock Exchange. Prices are given daily in the
Financial Times and other newspapers. The net asset value
of the Company’s shares are released to the market daily,
on the working day following the calculation date. They are
available, with other regulatory information, through the National
Storage Mechanism at data.fca.org.uk or can be obtained by
contacting Columbia Threadneedle’s Investor Services Team on
0345 600 3030.
Dividends
Dividends on Income shares are paid quarterly in July, October,
January and April each year. Shareholders on the main register,
who wish to have dividends paid directly into a bank account
rather than by cheque to their registered address, can complete
a mandate form for the purpose. Mandates may be obtained
from the Company’s Registrar, Equiniti Limited (see back cover
page for contact details), on request.
Change of Address
Communications with shareholders are mailed to the address
held on the share register. In the event of a change of address or
other amendment for main register holders this should be notified
to Equiniti Limited, under the signature of the registered holder.
The Company conducts its affairs so that its Income shares and
Growth shares can be recommended by IFAs to ordinary retail
investors in accordance with the Financial Conduct Authority’s
rules relating to non-mainstream investment products and
intends to continue to do so.
Data Protection
The Company is committed to protecting and respecting the
confidentiality, integrity and security of the personal data it holds.
For information on the processing of personal data, please see
the privacy policy on the Company’s website.
Profile of the Company’s Ownership
% of Income shares held at 31 May 2022 % of Growth shares held at 31 May 2022
Columbia Threadneedle Investments Retail Savings Plans 67.2% Columbia Threadneedle Investments Retail Savings Plans 82.9%
Individuals and Private Client Wealth Managers 32.8% Individuals and Private Client Wealth Managers 17.1%
100.0% 100.0%
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96 | CT Global Managed Portfolio Trust PLC
Other Information
CT Individual Savings Account (ISA)
You can use your ISA allowance to make an annual tax efficient
investment of up to £20,000 for the current tax year with a lump
sum from £100 or regular savings from £25 a month. You can
also transfer any existing ISAs to us whilst maintaining the tax
benefits.
CT Junior Individual Savings Account (JISA)*
A tax efficient way to invest up to £9,000 per tax year for a child.
Contributions start from £100 lump sum or £25 a month. JISAs
or CTFs with other providers can be transferred to Columbia
Threadneedle Investments.
CT Lifetime Individual Savings Account (LISA)
For those aged 18-39, a LISA could help towards purchasing
your first home or retirement in later life. Invest up to £4,000 for
the current tax year and receive a 25% Government bonus up to
£1,000 per year. Invest with a lump sum from £100 or regular
savings from £25 a month.
CT Child Trust Fund (CTF)*
If your child already has a CTF, you can invest up to £9,000 per
birthday year, from £100 lump sum or £25 a month. CTFs with
other providers can be transferred to Columbia Threadneedle
Investments.
CT General Investment Account (GIA)
This is a flexible way to invest in our range of Investment Trusts.
There are no maximum contributions, and investments can be
made from £100 lump sum or £25 a month.
CT Junior Investment Account (JIA)
This is a flexible way to save for a child in our range of
Investment Trusts. There are no maximum contributions, and
the plan can easily be set up under bare trust (where the child
is noted as the beneficial owner) or kept in your name if you
wish to retain control over the investment. Investments can be
made from a £100 lump sum or £25 a month per account. You
can also make additional lump sum top-ups at any time from
£100 per account.
*The CTF and JISA accounts are opened by parents in the child’s name
and they have access to the money at age 18. **Calls may be recorded or
monitored for training and quality purposes.
Charges
Annual management charges and other charges apply according
to the type of plan.
Annual account charge
ISA/LISA: £60+VAT
GIA: £40+VAT
JISA/JIA/CTF: £25+VAT
You can pay the annual charge from your account, or by direct
debit (in addition to any annual subscription limits).
Dealing charges
£12 per fund (reduced to £0 for deals placed through the online
Columbia Threadneedle Investor Portal) for ISA/GIA/LISA/JIA
and JISA. There are no dealing charges on a CTF.
Dealing charges apply when shares are bought or sold but not
on the reinvestment of dividends or the investment of monthly
direct debits. Government stamp duty of 0.5% also applies on
the purchase of shares (where applicable).
The value of investments can go down as well as up and you
may not get back your original investment. Tax benefits depend
on your individual circumstances and tax allowances and rules
may change. Please ensure you have read the full Terms and
Conditions, Privacy Policy and relevant Key Features documents
before investing. For regulatory purposes, please ensure you
have read the Pre-sales Cost & Charges disclosure related to
the product you are applying for, and the relevant Key Information
Document (KID) for the investment trusts in which you want to
invest. These can be found at ctinvest.co.uk/documents.
How to Invest
To open a new Columbia Threadneedle Investments plan, apply
online at ctinvest.co.uk Online applications are not available if
you are transferring an existing plan with another provider to
Columbia Threadneedle Investments, or if you are applying for
a new plan in more than one name but paper applications are
available at ctinvest.co.uk/documents or by contacting Columbia
ThreadneedleInvestments.
New Customers
Call: 0800 136 420** (8.30am – 5.30pm, weekdays)
Email: invest@columbiathreadneedle.com
Existing Plan Holders
Call: 0345 600 3030** (9.00am – 5.00pm, weekdays)
Email: investor.enquiries@columbiathreadneedle.com
By post: Columbia Threadneedle Management Limited, PO Box
11114, Chelmsford, CM99 2DG
You can also invest in the trust through online dealing
platforms for private investors that offer share dealing and ISAs.
Companies include: AJ Bell Youinvest, Barclays Smart Investor,
Freetrade, Halifax Share Dealing, Hargreaves Lansdown and
Interactive Investor
One of the most convenient ways to invest in CT Global Managed Portfolio Trust is through one of the savings plans run by
Columbia Threadneedle Investments.
How to Invest
© 2022 Columbia Threadneedle Investments. Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies. Financial promotions are issued for
marketing and information purposes by Columbia Threadneedle Management Limited, authorised and regulated in the UK by the Financial Conduct Authority. 195600 (06/22) UK
To find out more, visit ctinvest.co.uk
0345 600 3030, 9.00am – 5.00pm, weekdays, calls may be recorded or
monitored for training and quality purposes.
Financial promotion
Report and Accounts 2022 | 97
Other Information
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Income Shares
As at 31 May
Financial year
net asset
value total
return
Financial year
benchmark
index total
return
Net asset
value
per share
Share
price
+Premium/
-discount
Revenue
return
per share
Dividend
per share
Total
expenses/
ongoing
charges
(3)
Net
gearing/
-net cash
2009 -20.8% -23.2% 73.86p 75.0p +1.5% 5.33p 4.9p
(1)
1.47% -6.5%
2010 23.9% 22.9% 86.81p 89.5p +3.1% 4.58p 4.4p 1.51% -3.8%
2011 24.4% 20.4% 103.09p 103.0p -0.1% 4.20p 4.4p 1.42% 4.2%
2012 -6.6% -8.0% 91.86p 91.5p -0.4% 5.04p 4.5p 1.44% 1.8%
2013 34.2% 30.1% 117.68p 116.5p -1.0% 5.20p 4.6p 1.24% 1.3%
2014 6.0% 8.9% 119.85p 122.0p +1.8% 5.56p 4.8p 1.16% 1.4%
2015 10.0% 7.5% 126.37p 128.5p +1.7% 5.87p 5.0p 1.16% 0.3%
2016 -4.8% -6.3% 114.98p 113.5p -1.3% 5.62p 5.2p 1.09% 0.5%
2017 24.5% 24.5% 136.93p 140.0p +2.2% 5.89p 5.45p 1.12% 7.3%
2018 3.0% 6.5% 135.29p 138.0p +2.0% 7.32p 6.5p
(2)
1.07% 5.3%
2019 2.5% -3.2% 131.81p 134.5p +2.0% 6.59p 5.95p 1.08% 6.5%
2020 -7.3% -11.2% 115.71p 117.5p +1.5% 6.69p 6.1p 1.10% 7.3%
2021 29.0% 23.1% 142.22p 143.5p +0.9% 6.59p 6.2p 1.08% 7.4%
2022 -1.5% 8.3% 133.67p 131.0p -2.0% 6.85p 6.65p 1.04% 8.4%
(1)
4.9p was paid in respect of the first 13� month period from launch.
(2)
Including special dividend of 0.8p per share.
(3)
Excluding performance fee and ongoing charges of underlying funds.
Growth Shares
As at 31 May
Financial year
net asset
value total
return
Financial year
benchmark
index total
return
Net asset
value
per share
Share
price
+Premium/
-discount
Total
expenses/
ongoing
charges
(1)
Net
gearing/
-net cash
2009 -28.8% -23.2% 69.79p 68.5p -1.8% 1.45% -4.7%
2010 24.2% 22.9% 86.70p 87.0p +0.3% 1.53% -2.4%
2011 24.0% 20.4% 107.52p 109.0p +1.4% 1.55% -1.6%
2012 -12.6% -8.0% 93.97p 93.0p -1.0% 1.59% -1.1%
2013 32.8% 30.1% 124.78p 123.0p -1.4% 1.24% 1.4%
2014 9.3% 8.9% 136.41p 136.0p -0.3% 1.17% -1.0%
2015 12.8% 7.5% 153.92p 155.0p +0.7% 1.15% 0.8%
2016 -4.5% -6.3% 147.02p 149.0p +1.4% 1.09% -2.0%
2017 26.4% 24.5% 185.78p 189.0p +1.7% 1.08% -4.2%
2018 11.0% 6.5% 206.23p 209.0p +1.3% 1.02% -4.4%
2019 -0.5% -3.2% 205.17p 206.0p +0.4% 1.01% -6.3%
2020 1.5% -11.2% 208.35p 212.0p +1.8% 1.03% -4.1%
2021 32.5%
23.1% 276.01p 277.0p +0.4% 1.03% -3.6%
2022 -11.4% 8.3% 244.41p 244.0p -0.2% 0.96% -6.2%
(1)
Excluding performance fee and ongoing charges of underlying funds.
Historic Record
98 | CT Global Managed Portfolio Trust PLC
Other Information
The Company uses the following APMs,
Discount/premium – the share price of an investment company is derived from buyers and sellers trading their shares on the stock
market. This price is not identical to the net asset value (NAV) per share of the underlying assets less liabilities of the Company. If the
share price is lower than the NAV per share, the shares are trading at a discount. This usually indicates that there are more sellers of
shares than buyers. Shares trading at a price above NAV per share are deemed to be at a premium, usually indicating there are more
buyers of shares than sellers.
31 May 2022 31 May 2021
Income
shares
Growth
shares
Income
shares
Growth
shares
Net asset value per share (a) 133.67p 244.41p 142.22p 276.01p
Share price (b) 131.00p 244.00p 143.50p 277.00p
-Discount/+premium (c = (b-a)/(a)) (c) -2.0% -0.2% +0.9% +0.4%
Ongoing charges – all operating costs (attributable to the relevant share class of the Company), incurred and expected to be incurred
in the foreseeable future, whether charged to capital or revenue in the Company’s Income Statement, expressed as a proportion
of the average daily net assets (of the relevant share class of the Company) over the reporting year. In accordance with the AIC
methodology, the costs of buying and selling investments are excluded in calculating ongoing charges, as are any performance fee,
the cost of the Company’s borrowings, taxation, non-recurring costs and the costs of buying back or issuing shares. The Company’s
ongoing charges calculated in accordance with this methodology are shown in column A in the following tables.
The AIC recommends that investment companies also disclose ongoing charges including any performance fee. These calculations
are shown in column B in the following tables.
In addition, the AIC recommends that investment companies with a substantial proportion of their portfolio invested in other funds
and where the relevant information is readily available should consider incorporating a relevant proportion of ongoing charges of the
underlying funds into its own ongoing charges figure. These calculations are shown in column C in the following tables.
The Key Information Document (‘KID’) on the Company‘s website contains a measure of costs calculated in accordance with the UK
version of the EU PRIIPs regulation as it forms part of UK law following Brexit. In addition to the costs included within the Company‘s
ongoing charges figure in column A in the following tables, the KID methodology for calculating costs (attributable to the relevant
share class of the Company) includes the costs of buying and selling investments, the cost of the Company‘s borrowings, any
performance fee and a relevant proportion of the ongoing costs of the underlying funds. These underlying costs cover operational
costs, performance fees and borrowing costs. The aggregate KID costs are expressed as a proportion of the average daily net assets
(of the relevant share class of the Company) over the period. For completeness the Company has included a reconciliation in the
following tables, between the methodologies.
Alternative Performance Measures (“APMs’)
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Other Information
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Ongoing charges calculations – Income Portfolio
31 May 2022 31 May 2021
Column A
(1)
£’000
Column B
(2)
£’000
Column C
(3)
£’000
Column A
(1)
£’000
Column B
(2)
£’000
Column C
(3)
£’000
Investment management fee 469 469 469 425 425 425
Other expenses 293 293 293 233 233 233
Performance fee 259
Less non-recurring costs (68) (68) (68) (14) (14) (14)
Ongoing charges of underlying funds 683 707
Total (a) 694 694 1,377 644 903 1,351
Average daily net assets (b) 66,622 66,622 66,622 59,711 59,711 59,711
Ongoing charges (c = a/b) (c) 1.04% 1.04% 2.07% 1.08% 1.51% 2.26%
Ongoing charges above 1.04%
Non-recurring costs above 0.10%
Borrowing costs (Company level) 0.23%
Costs of underlying funds (including borrowing costs) 1.48%
Performance fees (five year Company average &
underlying funds)
0.23%
Portfolio transaction costs 0.34%
Costs per KID methodology 3.42%
(1)
Excluding performance fee and ongoing charges of underlying funds
(2)
Including performance fee (if applicable) but excluding ongoing charges of underlying funds
(3)
AIC methodology, excluding performance fee but including ongoing charges of underlying funds
Ongoing charges calculations – Growth Portfolio
31 May 2022 31 May 2021
Column A
(1)
£’000
Column B
(2)
£’000
Column C
(3)
£’000
Column A
(1)
£’000
Column B
(2)
£’000
Column C
(3)
£’000
Investment management fee 671 671 671 600 600 600
Other expenses 430 430 430 356 356 356
Performance fee 366
Less non-recurring costs (84) (84) (84) (22) (22) (22)
Ongoing charges of underlying funds 792 839
Total (a) 1,017 1,017 1,809 934 1,300 1,773
Average daily net assets (b) 105,577 105,577 105,577 90,603 90,603 90,603
Ongoing charges (c = a/b) (c) 0.96% 0.96% 1.71% 1.03% 1.43% 1.96%
Ongoing charges above 0.96%
Non-recurring costs above 0.08%
Borrowing costs (Company level) n/a
Costs of underlying funds (including borrowing costs) 1.04%
Performance fees (five year Company average &
underlying funds)
0.54%
Portfolio transaction costs 0.16%
Costs per KID methodology 2.78%
(1)
Excluding performance fee and ongoing charges of underlying funds
(2)
Including performance fee (if applicable) but excluding ongoing charges of underlying funds
(3)
AIC methodology, excluding performance fee but including ongoing charges of underlying funds
100 | CT Global Managed Portfolio Trust PLC
Other Information
Total return – the return to shareholders calculated on a per share basis taking into account both any dividends paid in the period
and the increase or decrease in the share price or NAV in the period. The dividends are assumed to have been re-invested in the
form of shares or net assets, respectively, on the date on which the shares were quoted ex-dividend.
The effect of reinvesting these dividends on the respective ex-dividend dates and the share price total returns and NAV total returns
are shown below.
31 May 2022 31 May 2021
Income
shares
Growth
shares
Income
Shares
Growth
Shares
NAV per share at start of financial year 142.22p 276.01p 115.71p 208.35p
NAV per share at end of financial year 133.67p 244.41p 142.22p 276.01p
Change in the year -6.0% -11.4% +22.9% +32.5%
Impact of dividend reinvestments
(1)
4.5% n/a 6.1% n/a
NAV total return for the year -1.5% -11.4% +29.0% +32.5%
(1)
During the year to 31 May 2022 dividends totalling 6.65p went ex-dividend with respect to the Income shares. During the year to 31 May 2021 the equivalent figure
was 6.1p.
31 May 2022 31 May 2021
Income
shares
Growth
shares
Income
Shares
Growth
Shares
Share price per share at start of financial year 143.5p 277.0p 117.5p 212.0p
Share price per share at end of financial year 131.00p 244.00p 143.5p 277.0p
Change in the year -8.7% -11.9% +22.1% +30.7%
Impact of dividend reinvestment
(1)
4.3% n/a 6.1% n/a
Share price total return for the year -4.4% -11.9% +28.2% +30.7%
(1)
During the year to 31 May 2022 dividends totalling 6.65p went ex-dividend with respect to the Income shares. During the year to 31 May 2021 the equivalent figure
was 6.1p.
Compound Annual Growth Rate – converts the total return over a period of more than one year to a constant annual rate of return
applied to the compounded value at the start of each year.
31 May 2022 31 May 2021
Income
shares
Growth
shares
Income
Shares
Growth
Shares
Indexed total return at launch 100.0 100.0 100.0 100.0
Indexed total return at end of financial year 262.9 249.4 266.8 281.6
Period (years) 14.125 14.125 13.125 13.125
Compound annual growth rate 7.1% 6.7% 7.8% 8.2%
Yield – the total annual dividend expressed as a percentage of the year-end share price.
31 May 2022 31 May 2021
Annual dividend (a) 6.65p 6.20p
Income share price (b) 131.00p 143.50p
Yield (c = a/b) (c) 5.1% 4.3%
Report and Accounts 2022 | 101
Other Information
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Net gearing/net cash – this is calculated by expressing the Company’s borrowings less cash and cash equivalents as a percentage
of shareholders’ funds. If the amount calculated is positive, this is described as net gearing. If the amount calculated is negative, this
is described as net cash.
31 May 2022 31 May 2021
Income
shares
£’000
Growth
shares
£’000
Income
shares
£’000
Growth
shares
£’000
Borrowings 7,000 7,000
Less cash and cash equivalents (1,549) (5,929) (2,040) (3,769)
5,451 (5,929) 4,960 (3,769)
Shareholders’ funds 64,692 94,979 66,766 104,226
Net gearing/-net cash 8.4% -6.2% 7.4% -3.6%
102 | CT Global Managed Portfolio Trust PLC
Other Information
AAF – Audit and Assurance Faculty guidance issued by the
Institute of Chartered Accountants in England and Wales.
AIC – Association of Investment Companies, the trade body for
listed closed-end investment companies.
AIFMD – the UK version of the Alternative Investment Fund
Managers Directive (including all implementing and delegated
legislation and as it forms part of UK law following Brexit). Issued
by the European Parliament in 2012 and 2013, the Directive
required that all alternative investment vehicles in the European
Union, including investment trusts, appoint a Depositary and an
Alternative Investment Fund Manager before 22 July 2014. The
Board of Directors of an investment trust, nevertheless, remain
fully responsible for all aspects of the company’s strategy,
operations and compliance with regulations.
Benchmark – the FTSE All-Share Index is the benchmark against
which the increase or decrease in the Company’s net asset
values and share prices are measured.
Closed-end company – a company, including an investment trust,
with a fixed issued ordinary share capital which is traded on
an exchange at a price not necessarily related to the net asset
value of the company and in which shares can only be issued
or bought back by the company in certain circumstances. This
contrasts with an open-ended company or fund, which has
shares or units not traded on an exchange but issued or bought
back from investors at a price directly related to net asset value.
Compound annual growth rate – the compound annual return
converts the total return over a period of more than one year to
a constant annual rate of total return applied to the compounded
value at the start of each year.
Cum-dividend – shares are classified as cum-dividend when the
buyer of a security is entitled to receive a dividend that has been
declared, but not paid. Shares which are not cum-dividend are
described as ex-dividend.
Custodian – a specialised financial institution responsible for
safeguarding, worldwide, the listed securities and certain cash
assets of the Company, as well as the income arising therefrom,
through provision of custodial, settlement and associated
services. The Company’s Custodian is JPMorgan Chase Bank.
Depositary – under AIFMD rules which have applied from July
2014, the Company must appoint a Depositary, whose duties
in respect of investments, cash and similar assets include:
safekeeping; verification of ownership and valuation; and cash
monitoring. The Depositary has strict liability for the loss of assets
that constitute financial instruments under the AIFMD in its
custody and is obliged to maintain oversight of matters such as
share buy-backs, dividend payments and adherence to investment
limits. The Company’s Depositary is JPMorgan Europe Limited.
Derivative – a contract between two or more parties, the value
of which fluctuates in accordance with the value of an underlying
security. The contract is usually short-term (for less than one
year). Examples of derivatives are Put and Call Options, Swap
Contracts, Futures and Contracts for Difference. A derivative can
be an asset or a liability and is a form of gearing because the
fluctuations in its value are usually greater than the fluctuations
in the underlying security’s value.
Dividend dates – Reference is made in announcements of
dividends to three dates. The “ex-dividend” or “XD” date is the
date up to which the shareholder needs to hold the shares in
order to be entitled to receive the next dividend. As it takes time
for a stock purchase to be recorded on the register, dividends
are actually paid to the holders of shares on the share register
on the “record” date. If a share transfer prior to the ex-dividend
date is not recorded on the register before the record date, the
selling party will need to pass on the benefit or dividend to the
buying party. The “ex-dividend” date is currently the business
day prior to the record date. The “payment” date is the date that
dividends are credited to shareholders’ bank accounts. This may
be several weeks or even months after the record date.
Ex-dividend – shares are classified as ex-dividend when the
buyer of a security is not entitled to receive a dividend that has
been declared, but not paid.
Gearing – this is the ratio of the borrowings of the Company to
its net assets. Borrowings have a “prior charge” over the assets
of a company, ranking before shareholders in their entitlement
to capital and/or income. They include: overdrafts and short
and long-term loans from banks; and derivative contracts. If the
Company has cash assets, these may be assumed either to
net off against borrowings, giving a “net” or “effective” gearing
percentage, or to be used to buy investments, giving a “gross”
or “fully invested” gearing figure. Where cash assets exceed
borrowings, the Company is described as having “net cash”. The
Company’s maximum permitted level of gearing is set by the
Board and is described within the Strategic Report.
Growth shares – a form of Ordinary share issued by the
Company. The net asset value attributable to each Growth share
is equal to the net asset value of the Growth Portfolio divided by
the total number of Growth shares in issue. The Growth shares
are not entitled to dividends paid by the Company.
Glossary of Terms
Report and Accounts 2022 | 103
Other Information
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Income shares – a form of Ordinary share issued by the
Company. The net asset value attributable to each Income share
is equal to the net asset value of the Income Portfolio divided by
the total number of Income shares in issue. The Income shares
are entitled to dividends paid by the Company.
Investment company (Section 833) – UK company law allows
an investment company to make dividend distributions out of
realised distributable reserves, even in circumstances where
it has made capital losses in any year provided the company’s
assets remaining after payment of the dividend exceed 150% of
its liabilities. An investment company is defined as investing its
funds in shares, land or other assets with the aim of spreading
investment risk.
Investment trust taxation status (Section 1158) – UK
corporation tax law allows an investment company (referred
to in tax law as an investment trust) to be exempted from tax
on its profits realised on investment transactions, provided it
complies with certain rules. These are similar to Section 833
company law rules but further require that the Company must
be listed on a regulated market and that it cannot retain more
than 15% of income received (set out in note 8 to the financial
statements). The Report of the Directors contains confirmation
of the Company’s compliance with this law and its consequent
exemption from taxation on capital gains.
Manager – Columbia Threadneedle Investment Business Limited
(formerly called BMO Investment Business Limited), which
is ultimately owned by Columbia Threadneedle Investments,
the global investment management business of Ameriprise
Financial, Inc. a company incorporated in the United States.
The responsibilities and remuneration of the Manager are set
out in the Purpose, Strategy and Business Model, Report of the
Directors and notes 4 and 5 to the financial statements.
Market capitalisation – the stock market quoted price of the
Company’s shares multiplied by the number of shares in issue.
If the Company’s shares trade at a discount to NAV, the market
capitalisation will be lower than the net asset value.
Net asset value (NAV) – the assets less the liabilities of the
Company, as set out on the Balance Sheet, all valued in
accordance with the Company’s accounting policies (see note
1 to the financial statements) and United Kingdom Accounting
Standards. The net assets correspond to equity shareholders’
funds, which comprise the share capital account, share
premium, capital redemption reserve, 2022 special reserve,
2008 special reserve and capital and revenue reserves.
Net asset value (NAV), Debt at par – the Company’s bank
borrowings are valued in the financial statements at par (the
actual amount borrowed) and this NAV including this number is
referred to as “NAV, Debt at par”.
Non-executive Director – a Director who has a contract for
services, rather than a contract of employment, with the
Company. The Company does not have any executive Directors.
Non-executive Directors’ remuneration is described in detail
in the Remuneration Report. The duties of the Directors, who
govern the Company through the auspices of a Board and
Committees of the Board, are set out in the Statement of
Corporate Governance.
SORP – Statement of Recommended Practice. Where consistent
with the requirements of UK Generally Accepted Accounting
Practice, the financial statements of the Company are drawn up
in accordance with the Investment Trust SORP, issued by the AIC,
as described in note 1 to the financial statements.
104 | CT Global Managed Portfolio Trust PLC
Other Information
Directors
David Warnock (Chairman)
(1)
Shauna L Bevan
David Harris
(2)
Sue P Inglis
(3)
Simon M Longfellow
(4)
Alternative Investment Fund Manager (‘AIFM’),
Manager and Company Secretary
Columbia Threadneedle Investment Business Limited
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
Auditor
KPMG LLP
319 St Vincent Street
Glasgow G2 5AS
Broker
Winterflood Investment Trusts
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London EC4R 2GA
Depositary
JPMorgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Bankers and Custodian
JPMorgan Chase Bank
25 Bank Street
Canary Wharf
London E14 5JP
Bankers
The Royal Bank of Scotland International Limited
440 Strand
London WC2R 0QS
Solicitors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh EH2 4DF
Company Number
SC338196
Website
ctglobalmanagedportfolio.co.uk
Corporate Information
(1)
Chairman of Management Engagement Committee and Nomination Committee
(2)
Senior Independent Director
(3)
Chairman of Audit Committee
(4)
Chairman of Marketing Committee
CT Global Managed Portfolio Trust PLC
Annual Report and Financial Statements 2022
Contact us
Registered office:
Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG
Tel: 0207 628 8000
Registrars:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Registrars’ Shareholder Helpline: 0371 384 2923
*
Registrars’ Broker Helpline: 0371 384 2779
Registrars’ Overseas Helpline: +44 121 415 7012
www.shareview.co.uk
To find out more visit columbiathreadneedle.com
© 2022 Columbia Threadneedle Investments. Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.
*
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