Annual Report and Financial Statements
CT UK
High Income
Trust PLC
31 March 2023
CT UK High Income Trust PLC
Contents
Overview
Company Overview 1
Financial Highlights 2
Summary of Performance 3
Strategic Report
Chairman’s Statement 5
Purpose, Strategy and Business Model 8
Key Performance Indicators 10
Manager’s Review 11
Manager’s Investment Philosophy and Process 14
Classification of Investments 16
Investment Portfolio 17
Sustainability and ESG 19
Promoting the Success of the Company 23
Principal Risks and Uncertainties and Viability Statement 25
Principal Policies 29
Governance Report
Board of Directors 31
Report of the Directors 32
Corporate Governance Statement 39
Report of the Nomination Committee 42
Report of the Engagement and Remuneration Committee 43
Report of the Audit Committee 44
Directors’ Remuneration Report 48
Statement of Directors’ Responsibilities 51
Independent Auditor’s Report 52
Financial Report
Financial Statements 60
Notes to the Financial Statements 64
AIFMD Disclosures 79
Notice of Meeting
Notice of Annual General Meeting 80
Other Information
Capital Structure 84
Shareholder Information 85
How to Invest 86
Ten Year Record 87
Alternative Performance Measures (“APMs”) 89
Glossary of Terms 91
Corporate Information 93
Financial Calendar
Annual General Meeting 20 July 2023
First quarter’s distribution paid (XD Date 6 July 2023) 4 August 2023
Second quarter’s distribution paid (XD Date 5 October 2023) 3 November 2023
Announcement of Interim Results December 2023
Third quarter’s distribution paid (XD Date 4 January 2024) 2 February 2024
Fourth quarter’s distribution paid (XD Date 4 April 2024) 3 May 2024
Announcement of Annual Results and Posting of Annual Report May 2024
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 UK High Income Trust PLC please forward this document, together with the accompanying documents,
immediately to the purchaser or transferee or to the stockbroker, bank or 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.
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Overview
Company Overview
Change of Name
With effect from 29 June 2022, the name of the Company was changed by resolution of the Board
to CT UK High Income Trust PLC.
CT UK High Income Trust PLC (the ‘Company’) (formerly BMO UK High Income Trust PLC) is an
investment trust and its shares are listed on the premium segment of the Official List of the
Financial Conduct Authority and traded on the London Stock Exchange.
Purpose
The purpose of the Company is to be a cost effective investment vehicle for investors seeking
income and capital returns from a portfolio invested predominantly in UK equities.
Investment Objective
The investment objective of the Company is to provide an attractive return to shareholders each year
in the form of dividends and/or capital repayments, together with prospects for capital growth.
In pursuit of its objective, the Company invests predominantly in UK equities and equity related
securities of companies across the market capitalisation spectrum.
Capital Structure
The Company has two classes of shares: Ordinary shares and B shares. The rights of each class
are identical, save in respect of the right to participate in distributions of dividends and capital.
The net asset value attributable to each class of shares is the same.
Only Ordinary shares are entitled to dividends paid by the Company. B shares, instead of receiving
dividends, receive a capital repayment at the same time as, and in an amount equal to, each
dividend paid on the Ordinary shares.
Shares may be held and traded within units, each unit comprises three Ordinary shares and one
B share.
Visit our website at ctukhighincome.co.uk
The Company is registered in Scotland with company registration number SC314671
Legal Entity Identifier: 213800B7D5D7RVZZPV45
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 view and on information known to them at the date of
this document. Nothing should be construed as a profit forecast.
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
2 | CT UK High Income Trust PLC
Overview
6.7%
Yield
(1)
on Ordinary shares
Distribution yield of 6.7% on Ordinary shares at 31 March 2023, compared
to the yield on the FTSE All-Share Index of 3.6%. Total dividends increased by
1.1% to 5.51p per Ordinary share compared to the prior year.
6.5%
Yield
(1)
on B shares
Distribution yield of 6.5% on B shares at 31 March 2023, compared to the yield
on the FTSE All-Share Index of 3.6%. Total capital repayments increased by
1.1% to 5.51p per B share compared to the prior year.
-0.4%
NAV total return
(1)
Net asset value total return per share for the financial year was -0.4%,
compared to the total return of the Benchmark
(2)
of +2.9%.
+0.6%
Ordinary share price total return
(1)
Ordinary share price total return per share for the financial year was +0.6%,
compared to the total return of the Benchmark
(2)
of +2.9%.
+2.3%
B share price total return
(1)
B share price total return per share for the financial year was +2.3%, compared
to the total return of the Benchmark
(2)
of +2.9%.
(1)
Yield and total return – See Alternative Performance Measures on pages 89 and 90.
(2)
Benchmark – From launch on 1 March 2007, the Company’s benchmark index was the FTSE All-Share Capped 5% Index. Following shareholder approval at the
Company’s AGM on 5 July 2018, the benchmark was changed to the FTSE All-Share Index.
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.
Financial Highlights
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Overview
Summary of Performance
Total Return
(1)
Year to
31 March
2023
Year to
31 March
2022
Net asset value per Ordinary share, B share and unit
(2)
-0.4% +1.9%
Ordinary share price +0.6% +0.6%
B share price +2.3% +1.6%
Unit price +1.9% -2.6%
Benchmark
(3)
+2.9% +13.0%
Revenue and Distributions
Year to
31 March
2023
Year to
31 March
2022 % Change
Distributions per Ordinary share and B share 5.51p 5.45p +1.1%
Distributions per unit 22.04p 21.80p +1.1%
Yield
(1)
– Ordinary share 6.7% 6.3%
Yield
(1)
– B share 6.5% 6.2%
Revenue earnings per share 3.62p 3.61p +0.3%
Revenue reserve – per Ordinary share
(4)
2.83p 3.41p -17.0%
Capital
31 March
2023
31 March
2022 % Change
Net assets £104.2m £111.2m -6.3%
Net asset value per Ordinary share and B share 89.97p 95.97p -6.3%
Net asset value per unit 359.88p 383.88p -6.3%
FTSE All-Share Index 4,157.88 4,187.78 -0.7%
Discount
(1)
Ordinary shares -8.9% -9.3%
B shares -6.1% -8.3%
Units -10.2% -12.5%
Gearing
(1)
Gearing 8.5% 0.1%
Ongoing Charges
(1)
as percentage of average shareholders’ funds 1.02% 0.98%
(1)
Total return, yield, discount, gearing and ongoing charges – see Alternative Performance Measures on pages 89 and 90.
(2)
A unit consists of three Ordinary shares and one B share.
(3)
Benchmark – see definition on page 2.
(4)
Calculated after deducting the fourth interim dividend (which was paid after the year end) from the revenue reserve at 31 March.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon.
4 | CT UK High Income Trust PLC
Overview
Annual dividends and Capital repayments
Growth in payments to shareholders
over last ten financial years
1st interim
Pence per share
2nd interim 3rd interim 4th interim
Source: Columbia Threadneedle Investments
0
1
2
3
4
5
6
2023202220212020201920182017201620152014
Distribution yield compared to the Benchmark Index
and Peer Group at 31 March 2023
0
1
2
3
4
5
7
FTSE All-Share
Index – Yield
Ordinary shares
– Distribution Yield
6
UK Equity Income Sector –
AIC Peer Group – Yield
Yield %
Source: Refinitiv Eikon and AIC
B shares
– Distribution Yield
Cumulative Performance to 31 March 2023
-5
5
15
25
35
45
55
65
75
85
10 Years5 Years3 Years1 Year
Net Asset Value total return
Source: Columbia Threadneedle Investments and Refinitiv Eikon
Ordinary share price total return B share price total return Benchmark - total return
-0.4 0.6 2.3 2.9
39.6
42.5
50.7
47.4
13.6
14.1
18.0
27.4
50.2 51.3 51.3
75.8
%
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I am pleased to present the first annual results of CT UK High
Income Trust PLC since becoming the Company’s Chairman
upon the retirement of John Evans at the conclusion of the
2022 AGM. I have put on record my thanks to John for his nine
years of unswerving service to shareholders and am pleased to
reiterate my appreciation for his guidance and leadership.
The year under review has been yet another difficult one for
investors in conventional equity investments. The unprovoked
invasion by Russia into Ukraine’s territory has become a
full-on war which, apart from the tragic and needless loss of
life, has created and exacerbated global price rises of energy,
commodities, raw materials, grain and most other foodstuffs
leading to severe inflationary pressures. This has become a
global problem and the UK has not escaped its effects with
headline inflation exceeding 10%. The Bank of England was
slow to acknowledge the threat of escalating prices to the
stability of the economy but it is expected that, after twelve
rises in Bank interest rates to 4.5%, its actions will have the
desired effect of reining in the beast before the calendar year
end. Meanwhile, full employment has been maintained and
recession avoided so, being an optimist, I am prepared to say
that I think the worst is behind us.
Against this backdrop, managing an investment company
investing predominantly in a differentiated but concentrated
portfolio of UK-quoted equities for income and capital growth
has not been a walk in the park. Your Portfolio Manager, Philip
Webster, deserves due credit for maintaining his focus during
what has now been a trying three years. He has taken positions
in quality stocks at depressed prices over the last few months
and is continuing to see other opportunities. Your Board has
the utmost confidence in Philip to deliver income and capital
returns over the coming years.
Performance
In the year to 31 March 2023 your Company produced a Net
Asset Value (‘NAV’) total return of -0.4% versus the total return
from the FTSE All-Share Index, the benchmark index, of +2.9%.
Whilst it is disappointing to lag the index, given the backdrop
I have described, the shortfall is not unexpected. Philip goes
into his usual detail on the portfolio holdings in the Manager’s
Review but the Board is well aware and supportive of what he
is aiming to achieve by investing in a concentrated number
of positions, differentiated from the benchmark index. This
can lead to the portfolio’s performance being periodically at
variance with that of the benchmark index when, say, energy
companies (to which the Company has no exposure but tend to
be large and thus in the index) see their share prices increase
sharply purely on the back of rising wholesale costs of oil and
gas due to the war in Ukraine. On the positive side, however,
not being bound to invest solely to reflect index constituents,
offers many opportunities for superior growth prospects.
Share Price Performance and Discount to NAV
At the financial year end, the Company’s Ordinary share and
B share prices stood at discounts to the net asset value
of 8.9% and 6.1% respectively. These were tighter than at
31 March 2022 and consequently, the share price total
return for the Ordinary shares and B shares was +0.6% and
+2.3% respectively. The average discount levels at which the
Company’s Ordinary shares and B shares traded relative to net
asset value in the year were 7.5% and 4.3% respectively.
Strategic Report
Strategic Report
This Strategic Report, which includes pages 5 to 30 and incorporates the Chairman’s Statement has
been prepared in accordance with the Companies Act 2006.
“Tenth consecutive year of dividend/capital repayment increases and at
31 March 2023 the Ordinary shares and B shares had yields of 6.7% and
6.5% respectively”
Andrew Watkins Chairman
Chairman’s Statement
6 | CT UK High Income Trust PLC
Strategic Report
Dividends and Capital Repayments
Your Board recognises the importance of dividends to
shareholders and has utilised the Company’s revenue reserve
to maintain and increase dividend payments to Ordinary
shareholders in recent years and has done so again in the
year to 31 March 2023. Total distributions to shareholders
increased by 1.1% to 5.51p per share compared to the
previous year. In order to pay this total dividend to Ordinary
shareholders, £497,000 was drawn from the Company’s
revenue reserve. After payment of the fourth interim dividend
on 5 May 2023, the revenue reserve is £2.4 million,
representing 2.83p per Ordinary share.
Your Company has now increased its distribution to shareholders
in each financial year since 2013. The total dividend/capital
repayment for the year to 31 March 2023 represented a yield of
6.7% and 6.5% based on the Ordinary share price and B share
price of 82.0p and 84.5p respectively at 31 March 2023.
As I mentioned in the Company’s Interim Report, it is the
Board’s intention to rebuild the revenue reserve and return to
a covered dividend as soon as practicable.
Gearing
As at the end of the year under review, the Company had a
total borrowing facility of £15 million through an unsecured
Revolving Credit Facility with The Royal Bank of Scotland
International Limited. Your Board believes that an investment
company should use gearing to enhance returns to shareholders
whenever possible and encourages the Portfolio Manager to
use his discretion accordingly. As at the year end, £12 million
of this facility had been drawn down and invested in quality
stocks including during one of the market’s increasingly common
“risk-off” periods, hence at advantageous prices and decent
yields. More details can be found in the Manager’s Review.
Responsible Investment
Environmental, Social and Governance (‘ESG’) engagement is
an activity in which your Manager has a long and respected
record of achievement and these considerations lie at the
core of your Manager’s investment process. Our approach
to Responsible Investment is set out on pages 19 to 22
and illustrates the engagement the Manager has had with
investments within our portfolio.
Board Change
As mentioned in my Interim Statement, I am pleased to report
that Angus Pottinger joined the Board as a non-executive
Director with effect from 24 November 2022. He has huge
experience in the investment world and over 22 years working
directly with investment companies as Head of Invesco’s
accounting, company secretariat and administration functions.
His deep knowledge of the sector and relevant experience will
be of direct benefit to shareholders.
Manager and Name Change
As previously reported, Columbia Threadneedle Investments,
part of Ameriprise Financial acquired BMO’s EMEA asset
management business (‘BMO GAM (EMEA)’), which included your
Company’s Manager (‘BMO Investment Business Limited’). The
rebranding of the BMO GAM (EMEA) business was completed
towards the start of July 2022 and your Company’s Board
decided that continuing to align with the brand of the Manager
and its savings plans would avoid unnecessary confusion.
Accordingly, on 29 June 2022, your Company therefore
announced that it had changed its name to CT UK High Income
Trust PLC with immediate effect. The Company’s website
address was also changed to ctukhighincome.co.uk and its
trading instrument display mnemonics (“TIDM”) changed
to CHI, CHIB and CHIU for the Company’s Ordinary shares,
B shares and Units respectively.
There has been no change to the personnel running the
activities of your Company in terms of both portfolio
management and administration.
Annual General Meeting (AGM)
The AGM will be held at 12 noon on 20 July 2023 at Exchange
House, Primrose Street, London EC2A 2NY. It is an opportunity
for shareholders to engage with the Board and Manager and
I hope you will be able to attend.
Outlook
After two years of COVID and dealing with its aftermath, the
world was plunged into further uncertainty by Russia. The
effects on shareholder returns have been magnified in both
directions over that three-year period, first fueled by a total
change in working practices amid massive (and expensive)
Government support packages and then through rising
energy prices and supply chain shortages leading to yet
more (expensive) support, especially for the vulnerable and
elderly. Added to this, in the UK came the advent of three
Prime Ministers in a matter of weeks; the haphazard policy
announcements that ensued caused serious disquiet in the
gilt market which has only recently subsided.
A long period of near-zero interest rates probably led many to
believe that borrowing money at such levels was the norm and
unlikely to change anytime soon. The slowly dawning realisation
that interest rates had to rise to defeat inflation has had the
anticipated effect on the country but, miraculously, has not
collapsed the economy, regardless of the inevitable squeeze
on household budgets, or affected employment numbers as
businesses still find it difficult to fill vacancies. Nor has it led to
recession or to a stock market rout.
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Strategic Report
However, uncertainty is always the enemy and whilst the
resilience of all the above is commendable, a period of calm
in the wider world and stock markets in particular would be
welcome and possibly key to making positive headway. Given
war is on Europe’s doorstep and the rhetoric more alarming by
the day, it is all the more remarkable that the UK’s FTSE 100
index recently hit an all-time high.
I sound all doom and gloom and I really don’t mean to be.
It is likely that interest rates and inflation have peaked with
the latter forecast to be nearer 5% by the end of 2023. This
should help resolve many of the difficulties currently being
experienced brought about by the likes of soaring energy
prices, now thankfully abating, and wage demands, with more
realistic settlements likely to be achieved. Your Board oversees
a Portfolio Manager dedicated to the task of securing growth
in capital and income for shareholders and he works for an
organisation that supplies all the resources he needs to carry
out that objective. The Company has changed in many ways
over the six years I have been on the Board, but I firmly believe
– as do my fellow Directors – that it is in the best shape
possible, with a balanced but differentiated and concentrated
portfolio of quality stocks, to achieve the Company’s objectives
over the coming years.
As ever, thank you for being a shareholder in CT UK High
Income Trust PLC.
Andrew Watkins
Chairman
31 May 2023
8 | CT UK High Income Trust PLC
Purpose and Strategy
The purpose of the Company is be a cost effective investment
vehicle for investors seeking income and capital returns from a
portfolio invested predominately in UK equities.
The investment objective is to provide an attractive return
to shareholders each year in the form of dividends and/
or capital repayments, together with prospects for capital
growth. We do this by investing predominantly in UK equities
and equity related securities of companies across the market
capitalisation spectrum. Our wider strategy is to promote
the Company as a compelling investment choice through all
available channels.
Business Model
CT UK High Income 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 portfolio, and other services,
to Columbia Threadneedle Investment Business Limited
(formerly called BMO Investment Business Limited, which was
part of BMO GAM (EMEA)) (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 is undertaken through a global team within Columbia
Threadneedle Investments.
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 a significant advantage over a number of other
investment fund structures. These features combine to form
a resilient and adaptable business model.
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 23 and 24. The Board’s biographical details can be
found on page 31. 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 29 and 30, 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 highest standards of Responsible
Investment, transparency, corporate governance and business
ethics and that its values and culture align with our own.
As an original signatory to the United Nations Principles for
Responsible Investment (‘UNPRI’), Columbia Threadneedle
Investments continues to perform well in the 2021 UNPRI
assessment, and compared to our peers for key areas of its
Responsible Investment approach and active ownership in
listed equities. A key aspect of the change in ownership of
the Manager was the cultural fit with Columbia Threadneedle
Investments and the Board considered the Manager’s culture
and shared 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 Financial, Inc., 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.
Responsible Investment Impact
Environmental, Social and Governance (‘ESG’) issues can present
both opportunities and threats to the long-term investment
performance the Company aims to deliver and its approach, as
set out on pages 19 to 22, is 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 its
investments and this is mitigated by the Manager’s Responsible
Investment approach as explained on pages 19 to 22.
The Manager
A summary of the terms of the investment management
agreement is contained in note 4 to the financial statements.
The Manager also acts as the Alternative Investment Fund
Manager (‘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.
Strategic Report
Purpose, Strategy and Business Model
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Strategic Report
Philip Webster acts as the Portfolio Manager (‘Portfolio Manager’)
to the Company, on behalf of the Manager. Philip has over
15 years’ experience in managing investment companies. He is
supported in carrying out research and in the selection of stocks
by a team of investment professionals. Details of the Manager‘s
investment philosophy and process are set out on pages 14
and 15.
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’s performance
and its capabilities and resources for the period under review,
which was conducted by the Engagement and Remuneration
Committee, and the basis on which the reappointment decision
was made, is set out on page 43.
Investment Policy
The Company’s investment policy is set out on page 29 and an
analysis of the investment portfolio is contained on pages 16
to 18.
Any material change to the investment policy of the Company
will only be made with shareholder approval.
Managing Risks and Opportunities
We seek to make effective use of our corporate structure and
the investment opportunities that lead to long-term growth in
capital and income for our shareholders. These opportunities
do not come without risks and therefore the performance of
our Manager is monitored at each Board meeting on a number
of levels. In addition to managing the investments, ancillary
functions such as administration, marketing, accounting and
company secretarial services are also carried out by the Manager.
At each Board meeting it reports on the Company’s investment
portfolio, performance, recent portfolio activity, market outlook,
revenue and expense forecasts, internal control procedures,
any errors, marketing, shareholder and other stakeholder issues
including the prices of the Company’s shares relative to NAV,
together with accounting and regulatory updates. The Board also
considers compliance with the investment policy, investment
restrictions and compliance with borrowing covenants.
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 25
to 27. The risk of not achieving the Company’s objective, or of
consistently underperforming its benchmark or competitors,
may arise from any or all of inappropriate investment strategy,
poor market conditions, the use of gearing, insufficient
monitoring of costs and service provider issues.
In addition to monitoring our Manager’s performance,
capabilities, available resources and its systems and controls,
the Directors also review the services provided by other
principal suppliers. These include JPMorgan Chase Bank, the
Custodian and JPMorgan Europe Limited, the Depositary in
their duties towards the safeguarding of the Company’s assets.
Review of Performance and Outlook
The principal policies that support our investment and business
strategy are set out on pages 29 and 30. Shareholders can
assess our financial performance from the Key Performance
Indicators (‘KPIs’) that are set out on page 10. The Chairman’s
Statement on pages 5 to 7 and the Manager’s Review on
pages 11 to 13, both of which form part of this Strategic
Report, provide a review of the Company’s returns and market
conditions during the financial year, the position of the
Company at the year end, and the outlook for the coming year.
In light of the Company’s strategy, investment processes and
control environment (relating to both the oversight of its service
providers and the effectiveness of the risk mitigation activities),
the Board has set out its viability statement on page 28 and
its reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the next three years.
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 86.
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 ctukhighincome.co.uk.
Whenever the Manager holds meetings with the Company’s
larger shareholders, these are reported on to the Board.
The Chairman and other Directors are available to meet
shareholders if required. In addition, meetings are held with
current and prospective shareholders and analysts covering the
investment trust sector.
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.
10 | CT UK High Income Trust PLC
Strategic Report
Total return
(1)
performance to 31 March 2023
1 Year % 3 Years % 5 Years % 10 Years %
Net asset value per Ordinary share, B share
and per unit
-0.4% 39.6% 13.6% 50.2%
This measures the Company’s share/unit price
and NAV total returns (which assumes dividends/
capital repayments paid by the Company have been
reinvested), relative to the benchmark.
Ordinary share price 0.6% 42.5% 14.1% 51.3%
B share price 2.3% 50.7% 18.0% 51.3%
Unit price 1.9% 38.1% 5.7% 44.8%
Benchmark
(2)
2.9% 47.4% 27.4% 75.8%
Distribution Yield
(1)
%
Financial year to 31 March
2023
%
2022
%
2021
%
Ordinary shares 6.7 6.3 5.8
This shows the Company’s distribution yield at the
year-end relative to the benchmark.
B shares 6.5 6.2 5.8
Yield on FTSE All-Share Index 3.6 3.1 2.9
Average discount
(1)
to NAV
During the financial year to 31 March
Ordinary
shares
%
B shares
%
Units
%
2023 -7.5 -4.3 -8.2
This is the average difference between the share/
unit price and the NAV per share/unit during the
financial year.
2022 -6.9 -5.2 -7.4
2021 -9.7 -9.2 -10.2
Ongoing charges ratio
(1)
As at 31 March %
2023 1.02
This data shows whether the Company is being
run efficiently. It measures the running costs as a
percentage of average net assets.
2022 0.98
2021 1.04
(1)
See Alternative Performance Measures on pages 89 and 90 for explanation.
(2)
Benchmark – see definition on page 2.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon.
The Board recognises that it is the distribution level of the Ordinary shares and B shares together
with the longer term share price performance that is most important to the Company’s investors.
Share price performance is driven largely by the performance of the net asset value.
The Board uses a number of performance measures to assess the Company’s success in meeting
its objectives. The key performance indicators (‘KPIs’) (also referred to as Alternative Performance
Measures) are set out below. Additional comments are provided in the Chairman’s Statement and the
Manager’s Review discussing the performance of the Company during the current year.
Key Performance Indicators
Report and Accounts 2023 | 11
Strategic Report
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There is no doubt that this has been another challenging year
to navigate. I’m beginning to sound like a broken record as this
was exactly what I said in the 2021 and 2022 Annual Report.
What I can say is that every year has been totally unique; first
with the Covid pandemic, then the Ukraine war and now a
cost-of-living crisis. This is also the first time in over a decade
where we have seen interest rates closer to longer term
historic averages, which will have a slow but significant impact
on consumer spending. This has brought with it considerable
debate about whether or not the UK experiences a mild
slowdown rather than a hard recession.
UK politics has also played a significant part in the turbulence
we have seen over the last year. In September, the appointment
of Liz Truss as Prime Minister was the start of what was to be
seen as an unprecedented time in UK politics, with three Prime
Ministers in as many months. The demise of Truss was driven
by Chancellor Kwasi Kwarteng’s ill-conceived mini-budget, which
was received very poorly by the markets. The bond market
took fright from the initial £45 billion tax giveaway which was
seen as fiscally irresponsible, sending UK Gilts and the pound
into freefall. The ensuing crisis of confidence led to her swift
replacement by Rishi Sunak, with Jeremy Hunt appointed as
his new Chancellor. According to many commentators, the
Chancellor, faced a ‘politically impossible’ budget U-turn,
but one that has ultimately stabilised the economy. His
package consisted of £30 billion in spending cuts and a
massive £25 billion increase in taxes. There was help for
the poorest, with benefits and pensions being increased in
line with inflation, while manifesto spending plans that had
been promised, were scrapped as they sought to balance the
books. The budget has helped the UK bond yield recover, a key
tenet for the mortgage market. We have also seen the pound
recover, another positive sign that the UK is deemed to be on a
firmer footing.
Events of the last few weeks in March, with the collapse
of Silicon Valley Bank (‘SVB’) and Credit Suisse have sent
shockwaves through the banking sector. SVB was the
16th largest bank in the US with $209 billion of assets, and
the 2nd largest bank failure in US history. Regulators had
to act swiftly to stabilise the system; deposit guarantees,
and additional lines of liquidity being offered to mitigate
any contagion risk. While this event seems to have been
contained it has yet again raised concerns about the fragility
of the banking system and whether this failure is the start of
something more significant.
You would expect these headlines would have caused investors
to shy away from equity markets. Quite the reverse is true,
with the FTSE All-Share close to all-time highs. This does mask
vast differences when you break the market down by size and
sector, which we will come back to later, but evidence suggests
that the UK equity market remains an attractive proposition for
global investors.
If further corroboration was needed, we have also seen private
equity takeover activity rise. Offers have been made for Wood
Group, Network International, Dechra Pharmaceuticals and, in
mid-April, Apollo tabled an offer for THG, which is one of the
Company’s holdings. With the strength of the US dollar over
the last few years and depressed valuations, it’s not a surprise
to see a rise in dealmaking as private equity firms look to
deploy capital.
Performance
The net asset value (‘NAV’) total return of the Company
declined 0.4% over the year to 31 March 2023,
underperforming the 2.9% total return from the FTSE All-
Share index. As mentioned previously, size has been a major
contributor to performance with some of the more defensive, or
commodity exposed sectors, performing well post the outbreak
of the Ukraine war. The FTSE 100 rose 5.4% (total return) over
the Company’s financial year. Meanwhile, the FTSE 250 index
of mid-market capitalised stocks fell 7.9% and the FTSE Small
Cap (ex-investment trusts) index a more extreme 12.9% decline
(all total return).
Manager’s Review
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Philip Webster, Portfolio Manager
12 | CT UK High Income Trust PLC
Strategic Report
The Company’s investment portfolio has been constructed to
have a larger focus on the mid-market, where we see better
quality assets and growth over the medium-term, but as we
discussed in the 2022 Annual Report, there will be periods
where the performance of the benchmark behemoths can
significantly outweigh the performance of these smaller
index constituents.
An analysis of the investment portfolio by index is provided on
page 16 and shows its significant exposure down the market
cap spectrum. Including AIM and non-index positions, this now
accounts for nearly 40% of our invested assets.
When you include the 15% from our European (overseas)
holdings approximately 50% of the exposure is to businesses
outside the FTSE 100. This is by design, differentiating your
Company from some of our more index-tracking peers.
At a stock specific level; not owning BP, Unilever, AstraZeneca,
Shell and HSBC have been a 4.3% drag in relative performance
over the last year. I have consistently defended this stance on
quality grounds, when it comes to the oil majors. It has taken a
war and energy crisis for these names to deliver decent returns
on capital employed, a level which I don’t believe is sustainable
– unless of course you can provide assurance that the oil price
is going back to $100 a barrel. I see better quality businesses
than Unilever in the staples sector. The outlier in these names
is AstraZeneca. This has performed significantly better than
I thought it would, and one I can look back and concede I was
wrong to sell.
I am not going to blame the shape of the index for the
Company’s performance. The way the investment portfolio is
built means it will always perform differently to the index, and
despite the 4.3% headwind, I’m happy with the underlying
portfolio performance this year and the growth outlook. We have
used the recent volatility to buy quality businesses at valuations
that have not been seen for years. Over our financial year,
additions have included Rotork, Hiscox, Hargreaves Lansdown,
OSB Group, Persimmon and Schneider Electric. These are all
market leaders in their respective fields, and businesses that
have structural growth to deliver returns for years to come. They
also, in several cases, have attractive and growing dividend
yields, which are supportive of the revenue we generate and the
high dividend yield of the Company.
Many of the Company’s holdings have had a very good year,
including Richemont, with luxury goods spending continuing to
recover sharply post the pandemic. This will be buoyed by the
opening of China which has already seen some of Richemont’s
peers deliver sales growth ahead of expectations. UK
industrial, Rotork, has also delivered much better results since
initiation, allowing the share price to rise over 30% in the last
year. OSB Group has been another recent new position that has
performed ahead of expectations. The buy-to-let lender, to the
professional investor market, has seen growth hold up better
than the market expected. This allowed them to pay a special
dividend with their full year results, on top of an already high
7% dividend yield.
Dividends
Calendar 2022 saw UK dividends rise 8.0% to £94.3 billion,
but this figure was held back by a one-third decline in one-off
special payments. This was in part mitigated by a weak pound
which boosted the payouts by £3.8 billion. Record mining
dividends accounted for £1 in every £6 distributed, although
payouts fell sharply towards the second half of the calendar
year. Banks made the largest contribution to growth, followed
by the oil majors. When you look at the underlying statistics
though (excluding special dividends) the FTSE 100 dividends
rose 14.8%, while the Mid-250 index, where the Company has
a larger exposure, saw growth of 23.8%. This is one of the major
attractions of our mid-cap exposure, the compounding effect of
earnings and dividend growth at the right point in the cycle.
Discussions with the Company’s Board at the outset of the
financial year were focused on capital growth and returning the
Company towards a covered dividend. The focus has therefore
been two-fold, adding quality at the right price, mentioned
above, whilst also adding to the revenue. Whilst it may appear
that the revenue has been flat, the current financial year had
£557,000 less in special dividends including those paid by Rio
Tinto and Berkeley Group in the prior financial year.
I have sold several of the zero yielding names; Melrose, Just Eat
Takeaway and Scout24 and also sold Prudential and Haleon,
the latter following the split from GlaxoSmithKline. I wasn’t
comfortable adding to Haleon given the level of its gearing and
lack of a dividend, even though they have defensive earnings
qualities from their over-the-counter pharmacy sales. I also
reduced some of the better performers in the investment
portfolio where yields had contracted, such as Deutsche
Boerse, Richemont, Intermediate Capital and Beazley. We
used these proceeds to build up positions in Legal & General,
Phoenix Group and OSB Group, alongside some of the newer
additions. At acquisition these three holdings yielded 8.0%,
9.0% and 7.0% respectively, almost twice the level of the FTSE
All-Share of 3.6% at 31 March 2023.
The final, and very important piece of the jigsaw is the gearing.
With interest rates set to rise we took the tough decision to
reduce gearing in December 2021. While strategically this was
the right decision, we sacrificed revenue to protect capital. With
rates now closer to the possible peak, and post the collapse
of SVB, we felt there was an opportunity to raise our gearing.
We used this additional capital to opportunistically add to our
diversified financial holdings, which had been caught in the
crossfire of the banking sector sell off and where declines felt
unwarranted and valuations were cheap. At 31 March 2023 we
have drawn down £12 million of the £15 million facility, which will
help increase the level of revenue for the year to 31 March 2024.
Report and Accounts 2023 | 13
Strategic Report
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The dividend outlook for 2023 is however less rosy, according
to Link Asset Monitor. They are forecasting headline payouts to
decline 2.8%, and with sales and profits under pressure from
inflation, they expect special dividends to be down further. It
is difficult to quantify this as we have very little line of sight on
earnings at this stage of the year. I am however encouraged
that the changes I have made in the investment portfolio have
increased the number of holdings with improved dividend cover
and strong balance sheets which should stand the Company in
good stead to weather a downturn.
Outlook
I have consistently said that this year will likely see investor
sentiment wax and wane. This has so far played out with
markets starting the year very strongly. In the first two months
of 2023, the FTSE All-Share rose 6% (total return), before being
hit by the collapse of SVB. This weakness has, however, been
short-lived with the FTSE All-Share close to highs, as investors
look through the current volatility.
Commentators remain nervous about the impact of a recession,
which may well be worse in the US than it is in Europe. It would
be foolish to believe we would be immune, although China has
the power to support growth as its economy reopens. While
these are all interesting topics to debate, building an investment
portfolio to manage this from a top-down perspective is an
exceptionally difficult exercise. Given the work we have done on
the investment portfolio and the qualities visible in the business
models we are comfortable with positioning. There is a scenario
where the behemoths continue to outperform as investors seek
the relative safe haven of these mega-caps, but how long will
it last? The follow-on question is; is it possible to be good (or
fortunate) enough to time this and turn the portfolio to quality
mid-caps that will outperform when we do see a rally down the
cap scale?
To try and defensively manage through what might be a tough
period is thus less preferable to focusing on quality assets
at the right valuation. I prefer the latter strategy and to seek
out the relative safety of quality business models with strong
balance sheets and pricing power. These will be the ultimate
winners. I can’t tell you exactly when this will turn, but when it
does, the portfolio is well placed to capitalise on the upside.
Philip Webster
Portfolio Manager
Columbia Threadneedle Investment Business Limited
31 May 2023
14 | CT UK High Income Trust PLC
Strategic Report
We believe investment markets can be inefficient and that share prices may not fully reflect the
future prospects and returns of companies. We believe it is possible to identify significant deviations
between market prices and a conservative assessment of the intrinsic value of a business.
By investing in such companies at attractive prices, superior
investment performance can be generated. In particular,
we believe those companies that can compound returns at
sustainably high rates over many years tend to be undervalued
by the market. The valuations of companies can also become
attractive because of adverse market reaction to short-
term difficulties or simply because a sector has become
unfashionable. If companies are able to generate attractive
returns over long periods, there is evidence that the market
eventually rewards this success with higher valuations.
This philosophy leads naturally to long-term investment thinking
and the generation and preservation of value over the longer
term. We are not looking to trade shares, nor are we making
short-term bets on market movements, but instead are looking
to the longer term. Over time, we expect the high returns
generated by our holdings to be reflected in share prices, which
will in turn benefit further from valuation increases as the
market recognises the level and sustainability of those returns.
As shareholders, we are part-owners of businesses, and take
our responsibilities seriously, engaging with the company’s
management and non-executives if necessary, and voting on all
resolutions at company meetings.
Manager’s Investment Philosophy
andProcess
The Investment Process focuses on Three Aspects for Each Company
Margin of safety
Present value of
future cash flows
Sustainable
superior returns
ESG score embedded
in proprietary
valuation method
Proven operators
Responsible capital
allocators
Aligned interests
Appropriate
incentives
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Understandable
Durable competitive
advantages
Attractive business model
Strong sustainability
characteristics
m
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t
Strong governance
Report and Accounts 2023 | 15
Strategic Report
Risk is often seen as the flipside of return. The standard
economic and business academic approach to risk measures
it in terms of volatility. Sharp upward moves in share prices
are seen as just as “risky” as an equivalent downward move.
This is not really a measure that most practical investors would
find useful or familiar. We prefer an approach which focuses
on companies with attractive returns and relatively little debt
where we expect to be able to reduce the risk of a permanent
loss of capital.
We carry out detailed analysis of all the companies in which
we invest, looking in particular at three aspects: the Quality
of the company; its Management; and the Valuation of the
shares. Amongst the most important issues examined is a
thorough assessment of the sustainability of the company’s
competitive position and returns it can generate, and the ability
of the management team and its alignment with shareholders.
Integral to our assessment of these factors is an analysis of
the Environmental, Social and Governance (‘ESG’) issues that
face the company and its responses to them which is fully
integrated into our process and valuation analysis. More detail
is given on pages 19 to 22. Our valuation approach focuses
on discounted cash flows, but is pragmatic enough to realise
this does not work for all companies in all sectors so other
valuation methods are also used.
Before investing, we ascertain that the share price stands at a
reasonable discount to an assessment of the intrinsic value of
the business, giving us a margin of safety on the investment.
Our research is conducted in-house, which is peer reviewed
by the wider investment team prior to any purchase decision.
This ensures the benefit of shared knowledge and experience
is brought to bear on each investment. The progress of the
company and its share price will then be continually monitored
with in-depth reviews and retesting of the original investment
thesis particularly if the company or its share price don’t
perform as initially expected.
Like all investors, we are having to make assessments about
the future and take decisions in the face of uncertainty.
There is a real possibility of being wrong. We believe that we
can mitigate this risk by following this long-term philosophy,
emphasising a number of factors: thorough analysis; peer
review; the need for a margin of safety on purchase; continual
monitoring; and diversification of the investment portfolio.
Reasons to sell can be driven by positive or negative
factors: positive, if the value of the company has risen to our
assessment of its value, or negative, if the assessment of
the company’s long-term value deteriorates significantly. An
investment may also be sold if, for example, a similar, but
cheaper alternative can be found or if the size of the investment
position has become larger than is preferred for risk purposes.
Philip Webster
Portfolio Manager
31 May 2023
Implementation of the Investment Process
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Pre-defined
review triggers
Clear sell
discipline
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16 | CT UK High Income Trust PLC
Strategic Report
The following table and chart shows, at 31 March 2023, the percentage weightings by sector of the investment portfolio in
comparison to the FTSE All-Share Index.
Investment Portfolio by Sector
Sector % Total investments % FTSE All-Share Index
Financials 29.6 22.2
Consumer Discretionary 29.0 11.7
Consumer Staples 17.4 15.5
Industrials 8.8 11.6
Basic Materials 5.6 7.7
Health Care 4.3 11.4
Technology 3.9 1.1
Real Estate 1.4 2.5
Utilities 3.7
Energy 11.1
Telecommunications 1.5
Total 100.0 100.0
0510 15 20 25 30
Telecommunications
Energy
Utilities
Real Estate
Technology
Health Care
Basic Materials
Industrials
Consumer Staples
Consumer Discretionary
Financials
FTSE All-Share Index %
Total Investments %
%
Investment Portfolio analysis by Index as at 31 March 2023
Source: Columbia Threadneedle Investments
% of Investment
Portfolio
FTSE 100 45.7%
FTSE 250 30.4%
Overseas 15.0%
Non-Index 7.2%
AI M 1.7%
100.0%
Classification of Investments
Report and Accounts 2023 | 17
Strategic Report
At 31 March 2023
Company
Market Value
31 March 2023
£’000
% of
Total
Investments
British American Tobacco (Consumer Staples – Tobacco)
British American Tobacco is involved in the manufacture, marketing and selling of cigarettes and other
tobacco products. It is also at the forefront of developing alternatives to traditional tobacco products. 7,367 6.5
Rio Tinto (Basic Materials – Industrial Metals & Mining)
Rio Tinto is a diversified international mining company. 6,304 5.6
Berkeley Group (Consumer Discretionary – Household Goods & Home Construction)
Berkeley Group builds homes and neighbourhoods across the UK, with a focus on London. 5,542 4.9
Imperial Brands (Consumer Staples –Tobacco)
Imperial Brands is involved in the manufacture, marketing and selling of cigarettes and other tobacco
products. It is also at the forefront of developing alternatives to traditional tobacco products. 5,145 4.5
Close Brothers Group (Financials – Banks)
Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth
management services and securities trading. 4,847 4.3
GSK (Health Care – Pharmaceuticals & Biotechnology)
GSK is a global manufacturer and marketer of pharmaceutical products. 4,825 4.3
Phoenix Group Holdings (Financials – Life Insurance)
Phoenix Group is the UK’s largest long-term savings and retirement business and offer a range of products
across their market-leading pensions, savings and life insurance brands. 4,506 4.0
RELX (Consumer Discretionary – Media)
RELX is a multinational information and analytics company. 4,498 4.0
ASML Holding (Technology – Technology Hardware & Equipment)
ASML is one of the world’s leading manufacturers of chip-making equipment. 4,367 3.9
Legal & General Group (Financials – Life Insurance)
Legal & General is one of the UK’s leading financial services groups. 4,336 3.8
Ten largest investments 51,737 45.8
Investment Portfolio
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18 | CT UK High Income Trust PLC
Strategic Report
At 31 March 2023
Company Sector – Sub Sector
Market Value
31 March 2023
£’000
% of
Total
Investments
Cairn Homes Consumer Discretionary – Household Goods & Home Construction 4,163 3.7
OSB Group Financials – Finance & Credit Services 4,065 3.6
Intermediate Capital Group Financials – Investment Banking & Brokerage Services 3,774 3.3
Compass Group Consumer Discretionary – Consumer Services 3,713 3.3
Compagnie Financière Richemont Consumer Discretionary – Personal Goods 3,659 3.2
Vistry Group Consumer Discretionary – Household Goods & Home Construction 3,656 3.2
Hargreaves Lansdown Financials – Investment Banking & Brokerage Services 3,566 3.1
Diageo Consumer Staples – Beverages 3,479 3.1
Experian Industrials – Industrial Support Services 3,250 2.9
Persimmon Consumer Discretionary – Household Goods & Home Construction 3,019 2.7
Twenty largest investments 88,081 77.9
Schneider Electric Industrials – Electronic & Electrical Equipment 2,690 2.4
Delivery Hero Consumer Discretionary – Consumer Services 2,250 2.0
Hiscox Financials – Non-Life Insurance 2,154 1.9
Beazley Financials – Non-Life Insurance 2,124 1.9
Rotork Industrials – Electronic & Electrical Equipment 2,104 1.9
Deutsche Boerse Financials – Investment Banking & Brokerage Services 2,086 1.8
Kerry Group Consumer Staples – Food Producers 1,978 1.8
Burford Capital Financials – Investment Banking & Brokerage Services 1,966 1.7
SGS Industrials – Industrial Support Services 1,889 1.7
THG Consumer Staples – Personal Care, Drug & Grocery Stores 1,683 1.5
Thirty largest investments 109,005 96.5
Londonmetric Property Real Estate – Real Estate Investment Trusts 1,603 1.4
Wizz Air Holdings Consumer Discretionary – Travel & Leisure 1,590 1.4
ASOS Consumer Discretionary – Retailers 570 0.5
Investors Securities Company Limited N/A (subsidiary undertaking) 250 0.2
Total investments 113,018 100.0
Report and Accounts 2023 | 19
Strategic Report
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. The Board is 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 39 to 41. In addition, the Principal Policies statement
on pages 29 and 30 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.
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.
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
The Manager’s Responsible Investment team works closely
with the Portfolio Manager to ensure that those performing
the work on individual investment opportunities for the
Company are well informed in what to look for in relation
to the ESG aspects of their analysis. Specialism within the
Responsible Investment team allows the Portfolio Manager
to talk to those who understand the key ESG issues relating
to a particular sector. Where possible, internal research is
cross-referenced against external sources, for example MSCI
ESG research. The Responsible Investment team has over
the last year hosted many internal seminars and workshops
for the investment teams, covering new developments across
a wide range of topics to ensure that the portfolio managers
were aware of the key issues. In recent years, the investment
process has been further developed to incorporate the
assessment of sustainability issues, while scores for the E,
S and G performance elements of potential investments are
taken into account in the derivation of the fair value of existing
and potential new holdings for the Company. ESG analysis
is therefore a key part of our quality scoring of companies
and overall risk assessment. In relation to sustainability, the
portfolio management team will note if individual investments
are aligned explicitly with any of the UN Sustainable
Development Goals. Details of these goals can be found at
www.un.org/sustainabledevelopment/sustainable-development-
goals/. The Portfolio Manager and Responsible Investment
team’s research work is used to: initiate discussions with
companies; clarify the Portfolio Manager’s understanding
of the issues involved; create a dialogue; and encourage
higher standards where appropriate. In this, the Manager may
occasionally join with other major investors in order to be a yet
more powerful force to drive change.
As stewards of more than £100 million of net assets, we support positive change and the Company
benefits from the Manager’s leadership in this field.
Sustainability and ESG
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20 | CT UK High Income Trust PLC
Strategic Report
Portfolio Case Study
Schneider Electric (‘SE’)
Schneider Electric (‘SE’) is a French multinational company,
providing global energy management and automation solutions.
Its products help bolster industries’ energy resilience, from
data centres and buildings to infrastructure. Beyond the
sustainability of its product portfolio, the company is peer
leading on climate initiatives and targets, demonstrated by its
science-based initiative approved targets with both interim,
long-term and net zero targets to support its commitment.
While Scope 3 emissions (which are the result of activities
from assets in the company’s value chain) represent around
90% of the company’s footprint, with the majority comprising
its use of sold products, the company has a strategy to
decarbonise its downstream emissions through innovation in
eco-design, substituting higher-emitting gases and supporting
customers through the measurement of their environmental
impacts. The company continues to focus on growing its clean
technology profile. It has set a target to achieve 80% of its
revenues generated from ‘impact revenues’ by 2025, a term
it used to describe revenues coming from solutions that bring
energy, climate, or resource efficiency to its customers without
generating any significant harmful impact to the environment.
Engagement
During the year ended 31 March 2023, the Responsible Investment team engaged 24 times with management in the Company’s
investment portfolio, across 5 countries. Following its engagement, the Manager recorded 5 instances of positive changes at
these companies. The most common topics for discussion were labour standards, followed by corporate governance and human
rights. Analysis of this engagement follows.
2023 engagement analysis
Labour Standards 26%
Corporate Governance 20%
Human Rights 18%
Climate Change 15%
Public Health 10%
Environmental Stewardship 8%
Business Conduct 3%
Source: Columbia Threadneedle Investment Business Limited
Report and Accounts 2023 | 21
Strategic Report
Engagement examples in the reporting period
Compass Group (Consumer Discretionary
– Consumer Services)
Issue: Public Health
In October 2022 the Manager welcomed Compass Group’s newly published Global
Supplier Code of Conduct which outlined expectations for suppliers in relation to food
quality and safety. It is clear they have renewed their efforts with regard to supply chain
due diligence and the Manager requested a call to understand their audit processes in
more depth, particularly how the findings are integrated for action. The Manager came
away from the call reassured as the team could clearly explain the due diligence process
and responses. It is actively working on establishing traceability and monitoring of key
risk areas in the supply chain and the Manager would like to see a clearer roadmap. The
Manager encouraged the development and communication of a formal escalation process
in cases of breaches of the supplier code of conduct and it looks forward to following up
with the company as it extends its monitoring program in due course.
GSK (Health Care – Pharmaceuticals &
Biotechnology)
Issue: Public Health
The Manager spoke to the Chief Global Health Officer, head of Corporate Responsibility
and Corporate Reporting and Investor Relations on access-to-medicine strategies and
ESG. GSK scored first place on the Access to Medicine Index, as they have since the
launch of the index, which is a remarkable achievement in the Manager’s view. Regarding
access to medicine, the company stated they want to reach 2.5 billion people over the
next 10 years and spend £10 billion on new medicines for malaria and HIV. The Manager
is pleased with the company’s executive remuneration being linked to access-strategies
and the companies’ broader targets on ESG. They have identified 6 material ESG areas
which are; access, global health and health security, Diversity Equity and Inclusion,
net zero, product governance and ethical standards. Overall, the conversation was
constructive, and the Manager regards GSK’s efforts on access-strategies as positive.
Rio Tinto (Basic Materials – Industrial
Metals & Mining)
Issue: Environmental Stewardship
Rio Tinto is one of the largest mining companies in the world, extracting a range of
commodities in six continents. Multiple mining assets are situated on land traditionally
owned or used by Indigenous Peoples, leading to many mining sites being near culturally
significant sites. In 2020 several significant aboriginal rock shelters were destroyed in
Juukan Gorge, Australia.
Following a shakeup of the company’s board in the wake of this disaster and the
appointment of a new chairman in April 2022, we have seen a real push from the
company on proactively engaging on Environmental & Social issues. In June 2022 the
Manager met with him, through the UK’s Investor Forum, to discuss a range of ESG
issues. Their CEO attended the launch of the new Mining 2030 initiative in January this
year, which aims to examine the sustainability challenges facing the sector and to develop
a better understanding of how it can grow to supply the transition metals the world needs
to decarbonise, whilst retaining its licence to operate and avoiding negative impacts on
the environment and communities. The second iteration of their Communities and Social
Impact report, launched as a response to the company’s shortcomings that led to Juukan
Gorge’s destruction, also shows ongoing progress and should be noted for its active
engagement approach and honest disclosure of feedback.
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.
The Manager is a signatory of the UK Stewardship Code.
Its statement of compliance can be found on the Manager’s
website at columbiathreadneedle.com.
We expect the Company’s shares to be voted on all holdings
where possible. During the financial year, the Manager voted at
36 meetings of investee companies held by the Company. The
Manager did not support management’s recommendations on at
least one resolution at approximately 32% of all meetings. With
respect to all items voted, the Manager supported over 94.5%
of all management resolutions. One of the most contentious
voting issues remained remuneration. Either by voting
against or abstaining, the Manager did not support 32% of all
management resolutions relating to pay, often due to either poor
disclosure or a misalignment of pay with long-term performance.
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Climate Change
Of all the ESG issues the Manager considers, climate change
is one of the most important, both in terms of the scale of
potential impact and in how widespread this impact could be
across sectors and regions. The Company expects the Manager
to incorporate considerations around climate change risks and
opportunities in its investment processes.
As an investment trust company, the Company is not required
to report against the recommendations of the Task Force on
Climate-related Financial Disclosures unlike other premium
listed “trading” companies. However, as follows, the Company
is disclosing its assessment of the weighted-average carbon
intensity (‘WACI’) of its investments. This measures the
amount of greenhouse gas emissions produced by each
investee company, per US$1m of revenue they generate.
This is then aggregated for the Company as a whole, using
the portfolio weights of the companies, and compared with
the benchmark.
The WACI does not provide a full picture of climate risks,
but it is a valuable starting point both for analysis and for
shareholder dialogue. The chart highlights that the Company’s
portfolio of investments is significantly less carbon intensive
than its benchmark.
Weighted-average carbon intensity
50
100
150
Tons CO2e/sales $m
CT UK High Income Trust PLC
FTSE All-Share
Source: Columbia Threadneedle Investment Business Limited
0
2023
2023
Last year, the Russian invasion of Ukraine and extreme
weather events reinforced the importance of creating a more
resilient future. Climate change, biodiversity loss and human
rights are all issues that require urgent action. It is these
areas that engagement focused on in 2022 and will continue
to be of focus in 2023.
Climate-related engagement activity will be wide-ranging, but
one area of focus will be on implementation strategies. Many
firms in emissions-intensive sectors have set targets, but
often face significant barriers to achieving these. We will work
with companies to understand how they are aligning factors
such as capital expenditure plans with their targets, as well
as governance oversight and links to executive pay. We will
also look at physical climate risks, focusing particularly on
how heatwave and drought episodes in Europe are impacting
on companies’ ability to do business.
The continuing loss of biodiversity will bring about significant
economic loss, and impact food and water security, as well as
human health and the spread of disease. The Manager has
been part of the Lead Investor Group setting up the Nature
Action 100 collaborative engagement initiative, which had a
soft launch at COP15. Investors will engage companies in
key sectors to ensure they are taking timely and necessary
actions to protect and restore nature and ecosystems. It also
aims to engage policymakers on the outcomes of COP15.
Effective supply chain management practices are essential to
ensuring the protection of human rights. In 2023, the Manager
will continue to engage with corporates on implementing
human rights due diligence across their supply chains to
understand and mitigate adverse impacts on people. This
will lead to more stable and resilient operations, a stronger
license to operate, and better stakeholder relationships.
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Strategic Report
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 8, 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 8, 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
shareholders. The portfolio activities undertaken by our Manager
are set out in the Manager’s Review on pages 11 to 13.
While the Company’s direct impact on the community and
environment is limited, its indirect ESG impact occurs through
the businesses in which it invests. The Board gives effect
to this through the Manager’s Responsible Investment
approach which is set out on pages 19 to 22. 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 43.
In addition to the Company’s shareholders, Manager and
bankers, other key stakeholders include its service providers
such as the Custodian and 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 9.
The Company’s stakeholders are always considered when the
Board makes decisions and examples include:
Dividends/capital repayments.
The Board recognises that the distribution levels on the
Company’s shares are important to shareholders. Following
the payment of the fourth interim dividend and capital
repayment with respect to the financial year to 31 March
2023, total dividends/capital repayments total 5.51p per
share. This represents an increase of 1.1% compared to
the prior year. The payment of the dividend to Ordinary
shareholders was, in part, made possible by the use of
some of the revenue reserve that the Company had built
up over the years. Since the COVID-19 pandemic and when
there was a significant reduction in the level of dividends
being paid by UK companies, it has shown how effectively
the investment trust structure can work with the use of the
revenue reserve to help supplement revenue earnings to
pay dividends when there is a shortfall in revenue income.
This was again the case this year, however it is a key
objective of the Board and Manager to return to a covered
dividend and to rebuild the revenue reserve. At 31 March
2023, the yield on the Ordinary shares and B shares was
6.7% and 6.5% respectively, as compared to the yield on
the FTSE All-Share Index of 3.6% at that time.
Promoting the Success of the Company
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Costs
One of the Company’s KPIs is cost efficiency and the
Board monitors costs closely and strives to keep these as
competitive as possible for the benefit of our shareholders.
During the financial year, a change to the investment
management fee was agreed between the Board and the
Manager and with effect from 1 April 2022, the investment
management fee was reduced from 0.65% to 0.60% per
annum of the net asset value of the Company, which will
help our ongoing charges.
Borrowings
During the financial year, the Company refinanced its
borrowings and entered into a three-year unsecured
revolving credit facility (‘RCF’) with The Royal Bank of
Scotland International Limited (‘RBS’) for £15 million. This
replaced its £7.5 million RCF with Scotiabank (Ireland)
Designated Activity Company and its £7.5 million unsecured
term loan with Scotiabank Europe plc, both of which
matured on 28 September 2022. It is believed that the
new facility will provide suitable flexibility for the Board and
Manager to utilise borrowing when investment opportunities
arise or, conversely, reduce borrowing dependent on market
conditions and outlook.
The Manager provides regular loan covenant compliance
certificates to RBS and loan covenants are also reviewed
by the Board.
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.
During the financial year, the Board has continued to
progress its succession plan. Having served on the Board
for nine years, John Evans, the chairman, retired following
the conclusion of the AGM on 20 July 2022. As shareholders
voted at the AGM to continue the Company, a recruitment
process was then undertaken in order to recruit and appoint
a new non-executive Director. As such, on 24 November
2022, the Board appointed Angus Pottinger as a non-
executive Director. His biography is included on page 31
and the process which was followed is set out on page 42.
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.
Continuation measurement period
As explained in the Annual Report and Financial Statements
to 31 March 2022, the Board proposed to shareholders to
reduce the period stipulated in the Company’s Articles of
Association over which the Company’s performance against
the FTSE All-Share Index was measured. At the AGM on
20 July 2022, approval was granted by shareholders to
reduce the existing five year performance period to three
years and therefore should the net asset value total return
of the Ordinary shares not be equal to or greater than the
total return performance of the FTSE All-Share Index for the
three years to 31 March 2025, a continuation vote will be
held at the 2025 Annual General Meeting. There has been
no change to the portfolio management process despite the
shorter performance period, but should the performance
hurdle not be met, this change will allow shareholders an
opportunity to consider the life of the Company sooner than
otherwise would have been the case.
Retail investors
A significant proportion of the Company’s shareholders are
retail investors who invest through savings or execution-
only platforms. These include those who 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. Now that Child Trust Fund accounts (which
were launched in 2005), are reaching maturity, the Board’s
objective is to retain as many of these young investors
as possible. Prior to account maturity the Manager writes
to their parents setting out their options and currently
retention rates are in line with expectations. 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.
Institutional shareholders, wealth managers and IFAs
The Manager has a team dedicated to fostering good
relations with institutional shareholders, wealth managers
and independent financial advisers and keeping investors
regularly informed, with the aim of promoting the Company’s
investment proposition and improving the rating of the
Company’s share prices. This team organises meetings with
these parties as well as preparing webinars, interviews and
videos which are shared through various media channels.
The team gathers feedback and answers any queries
in relation to the Company and its investment strategy.
Feedback from these activities is reported regularly to
the Board.
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Strategic Report
As an investment company, investing primarily in listed
securities, 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.
A summary of the Company’s risk management and internal
controls arrangements is included within the Report of
the Audit Committee on pages 44 to 47. 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. The Board also
considers emerging risks which might affect the Company
and related updates from the Manager on such risks are also
considered. During the year emerging risks included the outlook
for inflation and the war in Ukraine. 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. While
the effect of the COVID-19 pandemic appears to have eased,
increased market volatility due to recent macroeconomic and
geopolitical concerns have been considered and is referred
to in Financial Risk. They have also regularly reviewed the
effectiveness of the Company’s risk management and internal
control systems for the period.
As was explained in the 31 March 2022 Annual Report and
Financial Statements, the Company’s Manager, which was
part of BMO GAM (EMEA) was acquired by Ameriprise and
the integration of its business with Columbia Threadneedle
Investments is now well advanced. The Board looks favourably
upon this transaction and there has been little change for your
Company. Nevertheless, an acquisition such as this introduces
some uncertainty, until the integration of systems is fully
implemented. A critical milestone is the move to a new order
management system, Aladdin, which is widely regarded as
market leading. Therefore the Board will continue to monitor
this risk closely.
The principal risks and uncertainties faced by the Company,
and the Board’s mitigation approach, are described on
pages 26 and 27.
Note 21 to the financial statements provides detailed
explanations of the risks associated with the Company’s
financial instruments and their management.
Principal Risks and Uncertainties
and Viability Statement
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Principal Risks and Uncertainties Mitigation
Financial Risk
The Company’s assets consist mainly of listed
equity securities and its principal financial
risks are therefore market-related and include
market risk (comprising currency risk, interest
rate risk and other price risk), liquidity risk and
credit risk.
Increased uncertainty in markets since the
COVID-19 pandemic, the war in Ukraine and
macroeconomic and geopolitical concerns has
led to volatility in the Company’s NAV.
Climate change is likely to have an impact on
some of our investee companies in the coming
years potentially affecting their operating
models for example, supply chains and
energy costs.
Increase in overall risk during the
year, given the war in Ukraine and
macroeconomic and geopolitical
concerns.
The Board regularly considers the composition and diversification of the
Investment Portfolio and considers individual stock performance together with
purchases and sales of investments. Investments and markets are discussed
in detail with the Manager on a regular basis.
Engagement on environmental, social and governance matters is undertaken
by the Manager and its approach is explained on pages 19 to 22.
The Board has, in particular, considered the impact of heightened market
volatility since the COVID-19 pandemic, macroeconomic and geopolitical
concerns and inflation. 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 note 21 to the financial statements.
Investment and strategic 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 including
impacting the capacity to pay dividends.
Increase in overall risk during the
year, given the war in Ukraine and
macroeconomic and geopolitical
concerns.
The Company’s objective and investment policy and performance against peers
and the benchmark are considered by the Board at each meeting and strategic
issues are considered regularly. The Investment Portfolio is diversified and
comprises listed securities and its composition is reviewed regularly with the
Board. The Manager’s Investment Risk team provides oversight on investment
risk management.
Market intelligence is maintained via the Company’s broker and the
effectiveness of the marketing strategy together with the level of discount to
NAV at which the Company’s shares trade are also reviewed at each meeting.
The Manager also meets with major shareholders.
The Board regularly considers ongoing charges combined with underlying
dividend income from portfolio companies and the consequent dividend paying
capacity of the Company.
Regulatory
Breach of regulatory rules could lead to the
suspension of the Company’s stock exchange
listing, financial penalties, or a qualified
audit report. Breach of section 1158 of the
Corporation Tax Act 2010 could lead to the
Company being subject to tax on capital gains.
Changes to tax regulations could alter the
attractions of the Company’s B shares.
No change in overall risk
The Board liaises with advisors to ensure compliance with laws or regulations.
The Manager and its Operational Risk Management team provide regular
reports to the Board and Audit Committee on their monitoring and oversight
of such rules and are reviewed by the Board. This includes the conditions to
maintain investment trust status including the income distribution requirement.
The Board has access to the Manager’s Head of Operational Risk Management
and requires any significant issues directly relevant to the Company to be
reported immediately.
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Strategic Report
Principal Risks and Uncertainties Mitigation
Operational
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
or a misappropriation of assets leading to a
potential breach of the Company’s investment
mandate or loss of shareholders’ confidence.
This risk includes failures 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 but due
to the integration with Columbia
Threadneedle’s systems, this risk
remains heightened
The Board meets regularly with the management of the Manager and its
Operational Risk Management 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
administer the Manager’s savings plans, has been maintained by the Manager.
This includes the review of IT security and heightened cyber threats.
Further to the acquisition of the Company’s Manager by Ameriprise, the
Board continues to monitor the integration of its business with Columbia
Threadneedle Investments. Comfort is taken from its long-term financial
strength and resources and commitment towards the investment trust
business and savings plans.
The Manager also closely monitors the performance of its technology platform
to ensure it is functioning within acceptable service levels.
Custody risk
Safe custody of the Company’s assets may
be compromised through control failures by
the custodian.
No change in overall risk
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.
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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
has considered that a number of characteristics of its business
model and strategy were relevant to this assessment:
The Board looks to long-term outperformance rather than
short-term opportunities.
The Company’s investment objective, strategy and policy,
which are subject to regular Board monitoring, mean that
the Company is invested primarily in liquid listed securities
and that the level of borrowing is restricted.
The Company is a listed closed-end investment trust, whose
shares are not subject to redemptions by shareholders.
Subject to shareholder continuation votes, in the event that
the net asset value total return performance of the Company
is less than that of the FTSE All-Share Index over the relevant
period, the Company’s business model and strategy is not
time limited. The next such performance measurement
period will cover the three years to 31 March 2025.
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 facility, which remains available until
September 2025, is also subject to a formal agreement,
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.
Cash is held with banks approved and regularly reviewed by
the Manager.
The operational robustness of key service providers and
the effectiveness of alternative working arrangements.
That alternative service providers could 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 market volatility and a significant fall in equity
markets on the Company’s investment portfolio. These
risks, their mitigations and the processes for monitoring
them are set out on pages 25 to 27 on Principal Risks and
Uncertainties, on pages 44 to 47 in the Report of the Audit
Committee and in note 21 of the financial statements.
The Directors have also considered:
The level of ongoing charges incurred by the Company
which are modest and predictable and total 1.02% of
average net assets.
Future revenue and expenditure projections.
Its ability to meet liquidity requirements given the
Company’s investment portfolio consists mainly of readily
realisable listed equity securities which can be realised if
required.
The ability to undertake share buybacks if required.
Whether the Company’s objective and investment policy
continue to be relevant to investors.
The effect of significant future falls in investment
values and the ability to maintain dividends and capital
repayments, particularly given the impact of increased
market volatility since the COVID-19 pandemic, the war in
Ukraine and macroeconomic and geopolitical concerns.
As the Company’s performance measurement period was
reduced from five years to three years (following shareholder
approval at the 2022 AGM), these matters were assessed over
a three year period to May 2026, and the Board will continue
to assess viability over three year rolling periods. As part
of this assessment the Board considered stress tests and
scenarios which considered the impact of severe stock market
volatility on shareholders’ funds and declines in income 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, balancing the Company’s financial flexibility and
scope with the current outlook for longer-term economic
conditions affecting the Company and its shareholders.
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 May 2026.
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Strategic Report
Investment Policy
In pursuit of its objective, the Company invests predominantly
in UK equities and equity related securities of companies
across the market capitalisation spectrum.
The objective will be to achieve a total return in excess of
that of the FTSE All-Share Index. The Manager will approach
investment portfolio construction with the aim of maintaining a
diversified portfolio with approximately 40 holdings at any given
time. No single investment in the portfolio may exceed 10 per
cent of the Company’s gross assets at the time of purchase.
In addition, the Manager expects few individual holdings to
exceed five per cent of the Company’s gross assets at the time
of purchase. There are no maximum levels set for exposures
to sectors.
Income may be enhanced from the investment portfolio by
writing call options, but only where the portfolio has an existing
holding and the holding is greater than the amount of stock
subject to the call option. The percentage of the portfolio that
may be used to generate call premium is limited to 5 per cent
by value at any one time. The Company may use derivatives for
efficient portfolio management from time to time.
The Company has the power under its Articles of Association
to borrow an amount up to 100 per cent of the Company’s
Adjusted Capital and Reserves. The Directors currently intend
that the aggregate borrowings of the Company will be limited
to approximately 20 per cent of the Company’s gross assets
immediately following drawdown of any new borrowings. The
Directors will however retain flexibility to increase or decrease the
level of gearing to take account of changing market circumstances
and in pursuit of the Company’s investment objectives.
As required by the Listing Rules, the Company has a policy to
invest no more than 15 per cent of gross assets in other listed
investment companies.
The Company’s Benchmark
The Company’s benchmark is the FTSE All-Share Index. From
launch on 1 March 2007, the Company’s benchmark was the
FTSE All-Share Capped 5% Index but in order to simplify the
measurement of the Company’s performance, at the Company’s
Annual General Meeting on 5 July 2018 shareholders approved
the proposal to change the Company’s benchmark to the FTSE
All Share Index.
Gearing Policy
As explained in the Investment Policy, the Company has the
flexibility to borrow and the Board has set a gearing limit. 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 £15 million unsecured revolving credit
facility with The Royal Bank of Scotland International Limited,
which is available until 28 September 2025 and is described
in more detail in the notes to the financial statements. At
31 March 2023, borrowings totalling £12 million had been
drawn down.
Dividend/Capital Repayment Policy
Within the Company’s investment objective is the aim to
provide an attractive return to shareholders in the form of
dividends and/or capital repayments.
In determining dividend payments, the Board takes account of
income forecasts, brought forward revenue reserves, prevailing
inflation rates, the Company’s dividend payment record and
the Corporation Tax rules governing investment trust status.
Dividends can also be paid from capital reserves where the
balance on this reserve is positive. At the same time as
dividend payments are made to Ordinary shareholders, capital
repayments of the same amount are made to B shareholders
from the special capital reserve. Risks to the dividend policy
have been considered as part of the Principal Risks and
Uncertainties and Viability statement on pages 25 to 28 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/capital repayments are currently paid quarterly in
August, November, February and May.
In the financial year to 31 March 2024 the Board is strongly
minded to try and maintain the annual level of dividend/capital
repayment.
Buy backs/Discount Policy
Share buy backs help reduce the volatility of the discount and
enhance the net asset value per share for continuing shareholders.
While the Directors will at all times retain discretion over
whether or not to repurchase shares, it will be the Company’s
policy, in the absence of unforeseen or extreme circumstances
and subject to the aim of maintaining the Ordinary share:
B share ratio within the range (72.5% : 27.5% and 77.5% :
22.5%), to repurchase shares of either class when there are
net sellers and the market price stands at a discount to net
asset value of 5% or more. The Board may, if it considers it
to be in the best interests of the Company, amend this ratio
from time to time. However, the Board will always be mindful
of any impact on the level of revenue available for the Ordinary
shares. Shares will not be bought back at a premium to net
asset value. Shares which are bought back by the Company
Principal Policies
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30 | CT UK High Income Trust PLC
Strategic Report
may be cancelled or may be held in treasury. There is no limit
on the amount of shares the Company can hold in treasury.
Shares held in treasury may be resold at a price not less than
the net asset value per share.
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
UK Corporate Governance Code and AIC Code 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 qualified 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. The Board is committed to
maintaining the highest levels of corporate governance in terms
of independence and would normally expect the Directors to
serve for a nine-year term although this may be adjusted for
reasons of flexibility and continuity.
In accordance with Listing Rule 9.8.6R(9), (10) and (11) the
Board has provided the following information in relation to
its diversity; the information for which has been obtained
through the completion of questionnaires by the individual
Directors. As is shown, the Company does not meet the
targets, which came into force for the financial year ending 31
March 2023. The Company’s board, with four non-executive
directors, is relatively small which makes achieving these
targets more challenging.
Board Gender as at 31 March 2023
(1)
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
Men 3 75% 2
Women 1 25%
(2)
(3)
Not specified/
prefer not to say
(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 which
do not have the roles of CEO or CFO.
(2)
This does not meet 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 under the Listing Rules.
Board Ethnic Background as at 31 March 2023
(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
(2)
100% 2
Mixed/Multiple
Ethnic Groups
Asian/Asian British
Black/African/
Caribbean/
Black British
Other ethnic group,
including Arab
Not specified/
prefer not to say
(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 which
do not have the roles of CEO or CFO.
(2)
This does not meet the Listing Rules target of at least 1 individual from a
minority ethnic background.
Integrity and Business Ethics
The Board applies a strict anti-bribery and anti-corruption policy
insofar as it applies to any directors or employee 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 5 to 30, 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
31 May 2023
Report and Accounts 2023 | 31
Governance
Andrew Watkins
Chairman of the Board and
Nomination Committee
Appointed on 29 June 2017 and as Chairman
on 20 July 2022.
Experience and contribution: He has worked
in the financial services industry for over
40 years and was head of Client Relations for
Investment Trusts at Invesco from 2004 until
his retirement in June 2017.
Other appointments: Andrew is currently
a non-executive director and chairman of
Ashoka India Equity Investment Trust plc and
a non-executive director of Chelverton UK
Dividend Trust PLC, Baillie Gifford European
Growth Trust plc and Consistent Unit Trust
Management Ltd.
Stephen Mitchell
Senior Independent Director and
Chairman of the Engagement and
Remuneration Committee
Appointed on 6 May 2020 and as Senior
Independent Director on 20 July 2022
and as Chairman of the Engagement and
Remuneration Committee on 2 December
2020.
Experience and contribution: He has worked
in investments for 40 years, most recently
as a global equity specialist, previously
on Japanese and Asia-Pacific equities. He
worked at Flemings then JPMorgan Asset
Management and Private Bank for 24 years,
subsequently at Caledonia Investment Trust
running a global equity income fund and
then Jupiter Asset Management. Latterly
he also covered investment strategy and
multi-asset allocation.
Other appointments: Stephen is currently a
Trustee of National Trust for Scotland and
chair of its investment committee, and a
member of the investment committee at
Westminster Almshouses.
Helen Galbraith (nee Driver)
Chairman of the Audit Committee
Appointed on 6 May 2020 and as Chairman of
the Audit Committee on 27 July 2021.
Experience and contribution: Helen has over
20 years’ experience in the Insurance and
Asset Management industry as Head of
Investor Relations at Aviva plc, Head of Global
Equities at Aviva Investors and managing UK
equities as Investment Director at Standard
Life Investments. Helen is the founder of
Moneyready, an online financial education
platform for young people.
Other appointments: Helen is currently a non-
executive director of Schroder UK Mid Cap
Fund PLC and a non-executive director and
Chair of Orwell Housing Association.
Angus Pottinger
Non-Executive Director
Appointed on 24 November 2022.
Experience and contribution: He has worked
in financial services for over 35 years,
including most recently 22 years in Invesco’s
investment trust team, where he was Head
of Investment Company Services, specifically
in charge of accounting, company secretarial
and administration functions. Prior to that he
was a corporate broker at Merrill Lynch.
Other appointments: Angus is currently a
trustee of the Invesco UK pension scheme.
All Directors are members of the Audit Committee, the Engagement and Remuneration Committee and Nomination Committee.
No Director holds a directorship elsewhere in common with other members of the Board.
Board of Directors
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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 March 2023, 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 6, 7 and
13. Principal risks and uncertainties can be found on pages 25
to 27 with further information in note 21 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 78. The return to shareholders was £(583,000).
The Company has paid quarterly interim dividends in the year
ended 31 March 2023 as follows:
Interim Dividend Payments
Payment date
Rate per
Ordinary share
Fourth interim for 2022 6 May 2022 1.55p
First interim for 2023 5 August 2022 1.32p
Second interim for 2023 4 November 2022 1.32p
Third interim for 2023 3 February 2023 1.32p
Dividend payments in the prior year ended 31 March 2022 are
set out in note 9 to the financial statements.
A fourth interim dividend of 1.55p per Ordinary share was paid
on 5 May 2023 to Ordinary shareholders on the register at
close of business on 11 April 2023. This dividend, together
with the first three interim dividends of 1.32p per Ordinary
share paid during the year, make a total dividend (for the
financial year to 31 March 2023) of 5.51p per Ordinary share.
This represents an increase of 1.1% over the 5.45p per
Ordinary share paid in respect of the previous financial year.
At the same time as dividend payments are made to Ordinary
shareholders, capital repayments of the same amount are
made to B shareholders from the special capital reserve.
As set out in the Company’s dividend/capital repayment policy
on page 29, payments are made quarterly 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/capital repayment to be made in May and
earlier than would be possible if classed as a final dividend/
capital repayment and subject to shareholder approval at the
AGM in July.
As an alternative, the Board proposes to seek formal
shareholder approval at the AGM, and in future years, to
continue quarterly payments (Resolution 9).
Principal Activity and Status
The Company is registered in Scotland as a public limited
company in terms of the Companies Act 2006 (number:
SC314671) and is an investment company under 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 to corporation tax on capital gains. The Company
intends to conduct its affairs so as to enable it to comply with
the requirements.
The Directors submit the Annual Report and Financial Statements of the Company for the year
to 31 March 2023. The Directors’ biographies, Corporate Governance Statement, the Report of
the Nomination Committee, the Report of the Engagement and Remuneration Committee, the
Report of the Audit Committee and the Directors’ Remuneration Report form part of this Report of
the Directors.
Report of the Directors
Governance
Report and Accounts 2023 | 33
The Company is required to comply with company law, the
rules of the Financial Conduct Authority, and other legislation
and regulations including UK-adopted International Accounting
Standards and its own Articles of Association.
The Company is a member of the Association of Investment
Companies (the ‘AIC’).
Subsidiary Company
The Company has a 100% interest in Investors Securities
Company Limited (number: SC140578), a company which
deals in investments. In the year to 31 March 2023, Investors
Securities Company Limited made a profit before taxation of £nil
(2022: £nil).
Investors Securities Company Limited did not trade during the
year to 31 March 2023 and it has not been consolidated in
the financial statements in accordance with section 405 of the
Companies Act 2006 on grounds of materiality.
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 52 to 59. The significant accounting policies of the
Company are set out in note 1 to the financial statements.
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.
As an investment company, investing primarily in listed
securities, most of the Company’s principal risks and
uncertainties are market-related. An explanation of these risks
and how they are managed is set out on pages 25 to 27. The
Board has, in particular, considered the impact of increased
market volatility since the COVID-19 pandemic and more
recently, due to macroeconomic and geopolitical concerns, but
does not believe the Company’s ability to continue as a going
concern is affected.
The Company’s investment objective and investment policy,
which is described on pages 8 and 29 and which is subject to
regular Board monitoring processes, is designed to ensure that
the Company is invested mainly in liquid, 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 an agreement relating to its
borrowing facility 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 borrowing facility of a £15 million revolving credit facility is
committed to the Company until 28 September 2025 and loan
covenants are reviewed by the Board on a regular basis. Further
details are set out in note 16 to the financial statements.
Note 21 to the financial statements sets out the financial risk
profile of the Company and indicates 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, in light of the controls and review processes
noted above 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 these
reasons, 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’ on page 28.
The Company does not have a fixed life. However, in the
event that the net asset value total return performance of the
Company is less than that of the FTSE All-Share Index over the
relevant three year period, in accordance with the Company’s
articles of association, shareholders will be given the
opportunity to vote on whether the Company should continue
in existence, by ordinary resolution at the Company’s Annual
General Meeting.
At the AGM held on 20 July 2022, an ordinary resolution
that the Company should continue in existence, was passed.
Also, a special resolution that new articles of association be
approved and adopted was passed, which included reducing
the performance measurement period from five years to three
years, as referenced above.
Statement of Disclosure of Information to the Auditor
Each of the Directors confirm that, so far as he or she is
aware, there is no information relevant to the preparation
of the Annual Report and Financial Statements 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.
Governance
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Governance
Re-appointment of Auditor
Deloitte LLP was re-appointed as the Company’s auditor at the
Annual General Meeting on 20 July 2022 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 Annual General Meeting (Resolution 8).
Further information in relation to the re-appointment can be
found on page 47.
Capital Structure and Voting Rights
The Company’s capital structure is explained in the ‘Capital
Structure’ section on page 84 of this Annual Report and details
of the share capital, including voting rights, are set out in note
17 to the financial statements. Details of voting rights are also
set out in the Notes to the Notice of Annual General Meeting.
At 31 March 2023 there were 102,067,144 Ordinary shares
of 0.1p each listed, of which 16,994,491 were held in treasury
and 32,076,703 B shares of 0.1p each listed, of which
1,367,953 were held in treasury. At 31 March 2023, the total
listed share capital of the Company was represented 76.1 per
cent by Ordinary shares and 23.9 per cent by B 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 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 March 2023 the Company had received notification of the
following holdings of voting rights (under the FCAs Disclosure
Guidance and Transparency Rules):
Ordinary Shares
Number
held
Percentage
held*
1607 Capital Partners, LLC 8,500,000 10.0
D. C. Thomson & Company Limited 7,944,896 9.3
Thomson Leng Provident Fund 3,800,000 4.5
* Based on 85,072,653 Ordinary Shares in issue as at 31 March 2023.
B Shares
Number
held
Percentage
held*
D. C. Thomson & Company Limited 2,241,623 7.3
* Based on 30,708,750 B Shares in issue as at 31 March 2023.
Since 31 March 2023 the Company received the following
notification of voting rights: 1607 Capital Partners, LLC
3,655,300 Ordinary shares (4.3%).
The Company has not received any other notification of any
changes in these voting rights and no new holdings have been
notified since 31 March 2023 up to the date of this report.
Manager’s Savings Plans
Approximately 43% of the Company’s total share capital is held
through the Manager’s savings plans. The Manager does not
have discretion to exercise any voting rights in respect of the
shares held through the savings plans. Instead the nominee
company holding these shares votes in line with any voting
directions received from the underlying planholders. Where
no instruction is received from any underlying planholder, the
voting rights attached to their shares will not be exercised.
Borrowings
During the year, the Company refinanced its borrowing
facilities which matured on 28 September 2022. It now has a
£15 million unsecured revolving credit facility with The Royal
Bank of Scotland International Limited, of which £12 million
was drawn down at the year-end. Further information is
included in note 16 to the financial statements.
Directors’ Remuneration Report
At the AGM held on 27 July 2020, shareholders approved
the Directors’ Remuneration Policy. It is a requirement that
shareholder approval is sought at least every three years and
therefore shareholders will be asked to approve the Directors’
Remuneration Policy at the forthcoming AGM (Resolution 2).
There have been no material changes to the policy since
approved by shareholders at the AGM held on 27 July 2020.
The Directors’ Remuneration Report, which can be found
on pages 48 to 50, provides detailed information on the
remuneration arrangements for the Directors of the Company
and includes the Directors’ Remuneration Policy. Shareholders
will be asked to approve the Annual Report on Directors’
Remuneration (Resolution 3) at the AGM on 20 July 2023.
Remuneration is 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. It is intended that this policy will continue for the three
year period ending at the AGM in 2026.
Director Election and Re-Elections
Biographical details of the Directors, all of whom are non-
executive, can be found on page 31 and are incorporated into
this report by reference.
With the exception of John Evans, who retired following
the AGM on 20 July 2022 and Angus Pottinger, who was
appointed on 24 November 2022, all of the Directors held
Report and Accounts 2023 | 35
Governance
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, Angus Pottinger will retire at the AGM, being the
first such meeting following his appointment and, being eligible,
offers himself for election (Resolution 6).
As explained in more detail under the Corporate Governance
Statement on pages 39 to 41, the Board has agreed that
all Directors will retire annually. Accordingly, Helen Galbraith,
Stephen Mitchell and Andrew Watkins will retire at the AGM and,
being eligible, offer themselves for re-election (Resolutions 4,
5 and 7).
The skills and experience each Director brings to the Board
for the long-term sustainable success of the Company are set
out below.
Resolution 4 relates to the re-election of Helen Galbraith
who was appointed on 6 May 2020 and has over 20 years‘
experience in the Insurance and Asset Management
industry. She also has relevant accounting experience and
is a Chartered Financial Analyst.
Resolution 5 relates to the re-election of Stephen Mitchell
who was appointed on 6 May 2020 and has worked in
investments for over 40 years most recently as a global
equity specialist.
Resolution 6 relates to the election of Angus Pottinger who
was appointed on 24 November 2022 and has worked
in financial services for over 35 years, including most
recently 22 years in Invesco’s investment trust team,
where he was Head of Investment Company Services,
specifically in charge of accounting, company secretarial and
administration functions.
Resolution 7 relates to the re-election of Andrew Watkins
who was appointed on 29 June 2017 and has extensive
experience and knowledge of investment trusts and the
sector having been Head of Client Relations for Investment
Trusts at Invesco until his retirement in 2017.
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. In addition, 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. Additional
information on diversity and tenure is set out on pages 30
and 42. The Chairman and the Board therefore believes that it
is in the interests of shareholders that each of those Directors
seeking election and re-election are elected/re-elected.
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 March 2023 and, in the case of Angus Pottinger,
from his appointment on 24 November 2022. The 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. During the year, the Company refreshed its letters of
indemnity with each of the Directors to account for legislative
updates and changes in market practice. 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.
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Governance
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 the value
and location of the securities held.
Depositary
JPMorgan Europe Limited (the ‘Depositary’) acts as the
Company’s depositary in accordance with the Alternative
Investment Fund Managers Directive (‘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, ensuring the proper
segregation and safe keeping of the Company’s financial
instruments that are held by the custodian 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 portfolio 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 Management Fees
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 note 4 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 Engagement and Remuneration
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 best interests of shareholders as a whole.
Other Companies Act 2006 Disclosures
The rules for appointment and replacement of Directors are
contained in the Articles of Association of the Company.
In respect of retiral by rotation, 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 6 and 7 and the Manager’s
Review on page 13.
Environmental, Social and Governance
Details of the Company’s Environmental, Social and Governance
policies including voting on portfolio investments is set out on
pages 19 to 22.
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.
Report and Accounts 2023 | 37
Governance
Greenhouse Gas Emissions & Taskforce for Climate
Related Financial Disclosures (‘TCFD’)
All of the Company’s activities are outsourced to third parties, it
has no employees and all of its Directors are non-executive. 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.
Under Listing rule 15.4.29(R), the Company, as a listed closed-
end investment company, is exempt from complying with the
TCFD, however the Company has disclosed its assessment of
the weighted-average carbon intensity of its investments on
page 22.
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,
which is highly regulated, 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 columbiathreadneedle.co.uk
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, 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 note 21 to the financial statements.
Annual General Meeting
The Company is required by law to hold an Annual General
Meeting (‘AGM’) and it will be held at Exchange House,
Primrose Street, London, EC2A 2NY on 20 July 2023 at
12 noon. The Notice of Annual General Meeting is set out
on pages 80 to 83. Philip Webster, the Portfolio 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: UKHITCoSec@columbiathreadneedle.com. The
Portfolio Manager’s presentation will be available to view on the
Company’s website, ctukhighincome.co.uk, following the meeting.
The AGM is scheduled 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 ctukhighincome.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 10 to 13 are explained below.
Directors’ Authority to Allot Shares (Resolutions 10
and 11)
The Directors are seeking authority to allot Ordinary shares
and B shares.
Resolution 10 (authority to allot shares) will, if passed,
authorise the Directors to allot new Ordinary shares up to an
aggregate nominal amount of £4,253 consisting of 4,253,000
Ordinary shares and new B shares up to an aggregate nominal
amount of £1,535 consisting of 1,535,000 B shares, being
approximately 5 per cent of the total issued Ordinary shares
and B shares respectively (excluding treasury shares) as at
31 May 2023. This authority therefore authorises the Directors
to allot up to 5,788,000 shares in aggregate representing
approximately 5 per cent of the total share capital in issue
(excluding treasury shares).
Resolution 11 (power to disapply pre-emption rights) will, if
passed, authorise the Directors to allot new Ordinary shares up
to an aggregate nominal amount of £4,253 and new B shares
up to an aggregate nominal amount of £1,535, being 4.2 per
cent and 4.8 per cent of the total issued Ordinary shares and
B shares respectively (including treasury shares) as at 31 May
2023, for cash without first offering such shares to existing
shareholders pro rata to their existing holdings. This authority
therefore authorises the Directors to allot up to 5,788,000
shares in aggregate for cash on a non pre-emptive basis
representing 4.3 per cent of the total share capital in issue
(including treasury shares). These authorities will continue until
the earlier of 30 September 2024 and the conclusion of the
Company’s next Annual General Meeting.
The Directors have no current intention to exercise these
authorities and 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. The Directors consider that the
authorisations proposed in Resolutions 10 and 11 are
necessary to retain flexibility, although they do not intend to
exercise the powers conferred by these authorisations at the
present time.
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38 | CT UK High Income Trust PLC
Governance
Directors’ Authority to Buy Back Shares (Resolution 12)
At the Annual General Meeting held on 20 July 2022
shareholders gave the Company authority to make market
puchases of up to 14.99% of each of the issued Ordinary
shares and issued B shares (in each case, excluding
shares held in treasury). During the year to 31 March 2023
the Company purchased through the market for treasury
100,000 Ordinary shares of 0.1p each, representing 0.1%
of the Ordinary shares in issue at the previous year end,
for a total consideration of £79,000 in accordance with the
Company’s discount management policy. During the year to
31 March 2023, the Company did not purchase through the
market any B shares of 0.1p each for treasury. Subsequent
to the year end, no Ordinary shares or B shares have been
purchased through the market between 31 March 2023 and
31 May 2023.
The current authority of the Company to make market
purchases of up to 14.99% of each of the issued Ordinary
shares and issued B 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 Ordinary shares
and issued B 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 0.1p per share nor more than the higher of (a) 5 per
cent above the average of the middle market values (as derived
from the Daily Official List of the London Stock Exchange) 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 be purchased
with cash and will either be held in treasury or cancelled. This
authority will expire on the earlier of 30 September 2024
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 115,781,403 Ordinary shares and B shares in
issue (excluding treasury shares) as at 31 May 2023; of
which 85,072,653 (73.5 per cent) are Ordinary shares and
30,708,750 (26.5 per cent) are B shares. At that date, the
Company held 16,994,491 Ordinary shares (16.7 per cent of
the total Ordinary share capital) in treasury and 1,367,953 B
shares (4.3 per cent of the total B share capital) in treasury.
The Company therefore in aggregate holds 18,362,444 shares
in treasury representing 15.9 per cent of the total share capital
in issue (excluding treasury shares).
Treasury Shares (Resolution 13)
The Board continues to believe that the effective use of
treasury shares assists the liquidity in the Company’s
securities and management of the discount by addressing
imbalances between demand and supply for the
Company’s securities.
Resolution 13, if passed, will enable the Company to sell shares
from treasury without having first to make a pro rata offer to
existing shareholders. This authority will be limited to shares
representing approximately 8.3 per cent and 9.6 per cent of the
Company’s issued Ordinary share capital and B share capital
respectively (including treasury shares) as at the date of passing
of the resolution. The sale of shares from treasury is to be at a
price not less than the net asset value per share of the Ordinary
shares (in the case of a sale of Ordinary shares) or B shares (in
the case of a sale of B shares).
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 it unanimously recommends that all shareholders vote
in favour of those resolutions. The Directors intend to vote
in favour of each of the resolutions in respect of their own
beneficial holdings of 55,732 Ordinary shares, representing
approximately 0.05% of the issued share capital of the
Company as at the date of this document. Information on
shareholder voting rights is set out in the Notes to 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
31 May 2023
Report and Accounts 2023 | 39
Governance
The biographical details of the Directors responsible for
the governance of your Company are set out on page 31.
Committee membership is also included and the respective
terms of reference and biographies are also available on the
Company’s website ctukhighincome.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 companies in which it invests to apply similar standards.
Governance Overview
Throughout the financial year, an Audit Committee, Engagement
and Remuneration 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. Since
the retirement of John Evans on 20 July 2022 (who was not
a member of the Audit Committee), 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.
As set out in the Strategic Report, the Board has appointed the
Manager to manage the investment portfolio as well as to carry
out the day to day management and administrative functions.
Reporting from the Manager is set out on pages 11 to 15 and
in the Report of the Audit Committee in respect of internal
controls on pages 44 to 47. The Board’s evaluation of the
Manager and its alignment with the values of the Board can be
found on pages 8 and 9.
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 has considered and support the principles and
recommendations 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.
John Evans was appointed to the Board on 8 May 2013 and
then as Chairman on 9 July 2019. Therefore, having served
on the Board for more than nine years, he retired following the
conclusion of the AGM on 20 July 2022. Following John Evans’
retirement, Andrew Watkins was then appointed Chairman.
Andrew Watkins was appointed to the Board on 29 June 2017
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 30.
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.
Corporate Governance Statement
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40 | CT UK High Income Trust PLC
Governance
For the reasons set out in the AIC Code, the Board considers
these provisions as not being relevant to the position of the
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, Andrew Watkins, the current 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 46, 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 8
to 9. How the Board seeks to promote the success of the
Company is set out on pages 23 and 24.
Board Leadership
The Board consists solely of non-executive Directors and
following John Evans’ retirement on 20 July 2022, Andrew
Watkins was appointed as 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 five 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 portfolio 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.
Andrew Watkins, 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 Portfolio
Manager and related personnel attend the meetings throughout
the year and report 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.
Until 20 July 2022 and his appointment as Chairman, Andrew
Watkins was the Senior Independent Director. From this date
Stephen Mitchell then became the Senior Independent Director.
He acts as an experienced sounding board for the Chairman
or as an intermediary for other Directors and shareholders. He
also leads the annual evaluation of the Chairman.
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.
Report and Accounts 2023 | 41
Governance
Directors’ attendance during the year ended 31 March 2023
Board of
Directors
Audit
Committee
Engagement and
Remuneration
Committee
Nomination
Committee
No. of meetings 5 2 1 3
A K Watkins 5 2 1 3
J M Evans
(1)
2 n/a 1 1
H M Galbraith 5 2 1 3
S J Mitchell 5 2 1 3
A W Pottinger
(2)
2 1
(1)
Retired on 20 July 2022
(2)
Appointed on 24 November 2022
During the year, additional meetings were also held to approve matters such as
the interim dividends and capital repayments and a new borrowing facility.
Composition and Succession
The composition of the Board and Committees together with
the experience of the members is set out on page 31. The
Company’s diversity and tenure policy is set out on page 30.
Having served on the Board for more than nine years, John
Evans retired following the conclusion of the AGM on 20 July
2022. During the year, the Nomination Committee undertook
a recruitment process to appoint a new non-executive
director and Angus Pottinger was appointed with effect from
24 November 2022. The process followed is set out in the
Report of the Nomination Committee on page 42. This formed
part of the Board’s succession plan which has enabled the
retirement of the longer serving Directors while balancing the
need to ensure an adequate level of continuity and experience
on the Board.
Board Evaluation and Effectiveness
During the year the performance of the Board and Committees,
including the performance of each individual Director, was
evaluated through a formal assessment process, led by Andrew
Watkins, the Chairman. The performance of the Chairman
was evaluated by the other Directors under the leadership
of Stephen Mitchell, the Senior Independent Director. This
process involved discussions with individual Directors,
individual feedback from the Chairman to each of the Directors
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 remain 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 Engagement and
Remuneration Committee were operating effectively, with the
right balance of membership, experience and skills.
Audit, Risk Management and Internal Control
The Board has a well established and effective Audit
Committee, the report of which is set out on pages 44 to
47. The report includes how the Board oversees the risk
management and 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. Details of the principal risks and uncertainties
are set out on pages 25 to 27 and further information on the
Company’s risk management and internal control framework
can be found on pages 44 to 46.
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 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 9.
Remuneration
Information on the remuneration arrangements for the non-
executive Directors of the Company can be found in the
Directors’ Remuneration Report on pages 48 to 50 and in note
6 to the financial statements.
The remuneration policy is explained on page 48 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, values and the
successful delivery of its long-term strategy.
Share Capital and Companies Act 2006 Disclosures
Details of the Company’s capital structure is set out on
page 84 and details of substantial interests in the Company’s
share capital and other Companies Act 2006 Disclosures are
included on pages 34 and 36.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
31 May 2023
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42 | CT UK High Income Trust PLC
Governance
Composition of the Committee
The Committee comprises the full Board and is chaired by
Andrew Watkins. Angus Pottinger joined the Committee with
effect from 24 November 2022, when he was appointed as a
non-executive director. The Committee’s terms of reference can
be found on the website at ctukhighincome.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 and 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 three occasions during the year and
considered and reviewed the following matters:
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 30 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 qualified 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 would expect that, Directors would
normally serve for not more than nine years, however 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.
Having served on the Board since 8 May 2013, John Evans
retired as a non-executive Director and Chairman of the
Company, following the AGM held on 20 July 2022. Andrew
Watkins then became the Chairman of the Board and also of
the Nomination Committee.
As shareholders supported the resolution at the AGM, that
the Company should continue in existence, the Nomination
Committee then undertook a recruitment process, to appoint
a new non-executive Director. An external search agency,
Trust Associates (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
Angus Pottinger as a non-executive Director of the Company
with effect from 24 November 2022.
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 41.
The conclusion from the process was that the Committee
was operating effectively, with the right balance of experience
and skills.
Andrew Watkins
Chairman of the Nomination Committee
31 May 2023
Report of the Nomination Committee
Report and Accounts 2023 | 43
Governance
Composition of the Committee
The Committee comprises the full Board and is chaired by
Stephen Mitchell. Angus Pottinger joined the Committee with
effect from 24 November 2022, when he was appointed as a
non-executive director. The Committee’s terms of reference can
be found on the website at ctukhighincome.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, and also to review the remuneration of Directors.
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.
Investment performance is also 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
enables the Board to assess the sources of positive and
negative contribution to returns in terms of gearing and
stock selection. While shorter term data is important, the
assessment of the Manager’s performance is now considered
over a three year period, looking at comparisons against
the benchmark and a peer group of other UK Equity Income
investment companies. The period of three years matches the
period between shareholder continuation votes, in the event
that the NAV total return performance of the Company is less
than that of the FTSE All-Share Index over the relevant three
year period. This allows the Board to assess the management
of the investment portfolio against the Company’s investment
objective on an ongoing basis together with performance
against the Company’s key performance indicators. The most
recent performance period ended on 31 March 2022 and
as the NAV total return was less than the total return for the
FTSE All-Share Index over this period, a Resolution that the
Company continue in existence was proposed and passed by
shareholders at the AGM on 20 July 2022.
The annual evaluation that took place in May 2023 included
a presentation from the Portfolio Manager and the Manager’s
Head of Investment Trusts. This included reporting on the
investment performance and its ability to successfully deliver
the investment strategy for shareholders. The Manager also
reported on the strength of its current business, progress
on 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 contract and fees payable
to the Manager, together with the standard of other services
provided which include ESG, marketing, company secretarial
and accounting services.
During the year, a change to the investment management fee
was agreed between the Board and the Manager and with
effect from 1 April 2022 the investment management fee was
reduced from 0.65% to 0.60% per annum on the net asset
value of the Company.
Following this review, it was the Committee’s view that the
continuing appointment of the Manager on the terms agreed
was in the best interests of shareholders as a whole. The
Board ratified this recommendation.
Review of Directors’ Fees
The Company Secretary, Columbia Threadneedle Investment
Business Limited, provides information on comparative levels of
Directors’ fees in advance of the Committee considering the level
of Directors’ fees. Following a review for the forthcoming year to
31 March 2024 the Committee concluded the amount paid to
Directors would increase, by £2,250 per annum for the Chairman,
by £2,000 per annum for the Audit Committee chairman and
by £1,500 per annum for each of the other Directors. It is
anticipated that these fees will then remain unchanged for the
subsequent financial year to 31 March 2025.
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 41. The conclusion from the process was that the
Committee was operating effectively, with the right balance
of experience and skills.
Stephen J Mitchell
Chairman of the Engagement and Remuneration Committee
31 May 2023
Report of the Engagement and
Remuneration Committee
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44 | CT UK High Income Trust PLC
Governance
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 Helen Galbraith who is
a Chartered Financial Analyst and has recent and relevant
financial experience. The Audit Committee operates within
clearly defined terms of reference and now comprises the full
Board. Until his retirement on 20 July 2022, John Evans who
was Chairman of the Board, was not a member of the Audit
Committee. Angus Pottinger joined the Audit Committee with
effect from 24 November 2022, when he was appointed as
a non-executive Director. These directors have a combination
of relevant 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 experience of Andrew
Watkins, who became the Chairman of the Board (following
the retirement of John Evans), 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 31 and the Committee’s terms of reference
are available on the Company’s website ctukhighincome.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
processes, and the terms of appointment and remuneration of
the auditor, Deloitte LLP (‘Deloitte’), 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 Deloitte.
The Audit Committee met on two occasions during the year
and the attendance of each of the members is set out on
page 41. In the due course of its duties, the Committee had
direct access to Deloitte and senior members of the Manager’s
Fund Management, Investment Trust and Operational
Risk Management 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;
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 Deloitte, it‘s re-appointment, remuneration and
terms of engagement;
the policy on the engagement of Deloitte 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 as a
whole is fair, balanced and understandable;
the operational arrangements and performance of the
Manager and other third party service providers in terms of
business continuity; and
the implications of the acquisition of BMO GAM (EMEA) (which
included the Company’s investment manager), by Columbia
Threadneedle Investments in terms of the integration of its
systems, risk management and internal control infrastructure
with Columbia Threadneedle Investments.
With regard to the change of ownership of BMO GAM (EMEA)
that took effect in November 2021, the Audit Committee has
received confirmation from the Manager that the existing
systems and controls are unchanged and have continued
to operate effectively throughout the year under review and
thereafter without any material change to the date of this
report. The integration of BMO GAM (EMEA) and Columbia
Threadneedle Investments is now well advanced, but the
Audit Committee continues to monitor it closely from a risk
management and internal control perspective.
During the preparation of both the half-yearly report for the six
month period ended 30 September 2022 and the Annual Report
and Financial Statements for the year ended 31 March 2023,
Report of the Audit Committee
Report and Accounts 2023 | 45
Governance
the Committee has considered the impact of the war in Ukraine
and macroeconomic and geopolitical concerns upon the risks,
operations and accounting basis of the Company. As noted
within Principal Risks and Uncertainties and Viability Statement
on pages 25 to 28 the Directors have reviewed the risk register
of the Company and agreed that the overall risk from some of
its principal risks remain heightened. Following the COVID-19
pandemic, most staff at the Manager have continued to operate a
“hybrid” working arrangement, sharing their working time between
their office and working remotely. The necessary arrangements
for remote working are now well established and the Committee
continues to monitor this and is confident that the Company
continues to operate as normal with service levels maintained.
The Board retains ultimate responsibility for all aspects relating
to external financial statements and other significant published
financial information as is noted in the Statement of Directors’
Responsibilities on page 51.
On broader control policy issues, the Committee has
considered and is satisfied with the Code of Conduct and the
Anti-Bribery and Anti-Corruption Operating Directive to which the
Manager’s employees are subject. The Board is responsible for
ensuring appropriate procedures and processes are in place to
enable issues of concern to be raised. The Committee has also
considered the Manager’s Whistleblowing Policy, under which
its directors and staff may, in confidence, raise concerns about
possible improprieties in financial reporting or other matters.
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 Operational Risk Management team 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 without delay.
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 25 to 27 with additional
information provided in note 21 to the financial statements.
The integration of these risks into the consideration of the
Viability Statement on page 28 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
being appropriate for the reasons given in the Statement.
Internal Controls
The Board has overall responsibility for the Company’s system
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 investments 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 2022 (the ‘ISAE/AAF Report’) that has been
prepared for its investment trust 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, for the year to 31 October 2022, received 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 providers to ensure
that action would be taken to remedy any significant issues
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46 | CT UK High Income Trust PLC
Governance
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.
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 Audit Commitee 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.
Significant Matters Considered by the Audit Committee in Relation to the Financial Statements
Matter Action
Investment Portfolio Valuation
Possibility of incorrect valuation of the investment
portfolio.
The Company’s accounting policy is stated in note 1 to the financial
statements. The Board reviews the full portfolio valuation at each Board
meeting and receives quarterly monitoring and control reports from the
Manager and Depositary. The Audit Committee reviewed the Manager’s
annual ISAE/AAF Report, as referred to on page 45, which is reported on by
independent external accountants and details the systems, processes and
controls around the daily pricing of equity securities. The Manager has provided
further assurance that controls have operated satisfactorily since that date.
Misappropriation of Assets
Misappropriation or non-existence 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 45, 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 semi-annual internal controls report, which is
reported on by independent external accountants, and which 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 period to 31 March 2023.
Income Recognition
Incomplete or inaccurate income recognition,
including allocation between revenue and capital,
could have an adverse effect on the Company’s
net asset value and earnings per share and its
level of dividend cover.
The Audit Committee reviewed the Manager’s ISAE/AAF Report, as previously
referred to, which details the systems, processes and controls around the
recording of investment income. It also compared the final level of income
received for the year to the budget for the year and discussed the accounting
treatment of all special dividends received with the Manager.
Investment Trust Tax Status
As an investment trust company, the Company is
exempt from taxation arising on capital gains.
Breach of Section 1158 of the Corporation Tax
Act 2010 could lead to the Company being
subject to tax on capital gains.
The Audit Committee reviewed the Company’s ongoing compliance with the
investment trust conditions set out in Section 1158 of the Corporation Tax Act
2010. In particular, the Audit Committee ensured that the retained revenue
after tax for the year was less than 15 per cent of the Company’s total income.
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.
Report and Accounts 2023 | 47
Governance
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 conclusions of the year end 31 March 2023 external audit
of the financial statements. The table on page 46 describes
the significant matters considered by the Audit Committee in
relation to the financial statements for the year and how these
were addressed.
The Audit Committee met in May 2023 to discuss the draft
Annual Report and Financial Statements, with representatives
of Deloitte and the Manager in attendance and Deloitte
presented their year-end report to the Audit Committee.
At the conclusion of the audit, Deloitte did not report any
audit differences in excess of their reporting threshold of
£0.05 million, nor any differences below that level which would
warrant disclosure on qualitative grounds. In addition Deloitte
did not highlight any other issues to the Audit Committee which
would cause it to qualify its audit report nor did it highlight any
fundamental internal control weaknesses. Deloitte issued an
unqualified audit report which is included on pages 52 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. Deloitte did not receive any fees for non-audit
services during the year (2022: £nil).
Auditor Assessment, Independence and Re-appointment
The Audit Committee reviews the re-appointment of the Auditor
every year and has been satisfied with the effectiveness of
Deloitte’s performance on the audit just completed.
As part of the review of auditor independence and
effectiveness, Deloitte has confirmed that it is independent
of the Company and has complied with relevant auditing
standards. In evaluating Deloitte, 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
Deloitte continues to provide effective independent challenge
in carrying out its responsibilities. Deloitte’s fee for the audit
(excluding VAT) was £33,500 (2022: £31,500).
Following professional guidelines, the Senior statutory auditor
rotates at least every five years. Michael Caullay, the current
senior statutory auditor was engaged for the first time during
the current year ended 31 March 2023, which was Deloitte’s
sixth year as Auditor. The Audit Committee also considered the
evaluation of Deloitte’s audit performance through the Audit
Quality Review performed by the Financial Reporting Council.
On the basis of this assessment, the Audit Committee has
recommended the re-appointment of Deloitte to the Board.
Helen Galbraith
Chairman of the Audit Committee
31 May 2023
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48 | CT UK High Income Trust PLC
Governance
Full details of the Company’s policy with regards to Directors’
fees, and fees paid during the year ended 31 March 2023,
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 52 to 59.
The Board consists solely of independent non-executive
Directors. The Company has no executive Directors or
employees. The Engagement and Remuneration Committee is
responsible for determining the level of Directors’ fees and its
report is set out on page 43.
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 trusts 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
a requirement that shareholder approval of the policy is
sought at least every three years and this policy will be
put to shareholders for approval at the forthcoming AGM
(Resolution 2) and it is intended that the policy will continue for
the three year period ending at the AGM in 2026.
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 £175,000 per annum in aggregate 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 31. 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 re-election
by shareholders, at least every three years after that. 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 Angus Pottinger (who was appointed with effect
from 24 November 2022), all the Directors were last re-elected
at the AGM held on 20 July 2022 and all will stand for election
or re-election at the AGM on 20 July 2023. 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
27 July 2020. 97.0% of votes were in favour of the resolution
and 3.0% of votes were against.
Annual Statement
As Chairman of the Engagement and Remuneration Committee,
I confirm that throughout the year to 31 March 2023, Directors’
fees were unchanged.
Future Policy Table
Following a review of the level of Directors’ fees for the
forthcoming year, the Engagement and Remuneration Committee
concluded that the amount paid to Directors would increase
by £2,250 per annum for the Chairman, by £2,000 per annum
for the Audit Committee chairman and by £1,500 per annum
for each of the other Directors. It is anticipated that these fees
will then remain unchanged for the subsequent financial year to
31 March 2025.
Based on this, Directors’ fees for the financial year to
31 March 2024 would be as follows:
Director
31 March
2024
£
31 March
2023*
£
31 March
2022*
£
Chairman 41,250 39,000 39,000
Audit Committee chairman 34,500 32,500 32,500
Director 27,500 26,000 26,000
* Actual Directors’ fees for the years ended 31 March 2023 and 31 March 2022
respectively.
Directors’ Remuneration Report
Report and Accounts 2023 | 49
Governance
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 March 2023 and 2022 and can expect to receive the fees indicated for 2024 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 March
2023
£
31 March
2022
£ % change
31 March
2023
£
31 March
2022
£ % change
31 March
2023
£
31 March
2022
£ % change
31 March
2024
£
A K Watkins (Chairman)
(3)
35,118 26,000 +35.1 368 +100.0 35,486 26,000 +36.5 41,250
J M Evans
(3)
11,887 39,000 -69.5 1,387 -100.0 11,887 40,387 -70.6 n/a
H M Galbraith 32,500 30,461 +6.7 276 +100.0 32,776 30,461 +7.6 34,500
S J Mitchell 26,000 26,000 0.0 276 +100.0 26,276 26,000 +1.1 27,500
J Le Blan
(4)
n/a 10,529 n/a n/a n/a n/a 10,529 n/a n/a
A W Pottinger
(5)
9,207 n/a n/a n/a 9,207 n/a n/a 27,500
Total 114,712 131,990 -13.1 920 1,387 -33.7 115,632 133,377 -13.3 130,750
(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 March 2024. Taxable benefits are also anticipated but are not currently quantifiable.
(3)
J M Evans was the Chairman until he retired following the AGM on 20 July 2022. A K Watkins was then appointed Chairman.
(4)
Retired as a non-executive director on 27 July 2021.
(5)
Appointed as a non-executive director on 24 November 2022.
Annual Percentage Change
The table below sets out the annual percentage change in fees
for each director who served in the year under review.
Director
2023
(audited)
%
2022
(audited)
%
2021
(audited)
%
A K Watkins +35.1
(1)
+10.6 0.0
J M Evans -69.5
(2)
+13.0 +9.4
H M Galbraith +6.7 +43.5
(3)
n/a
S J Mitchell 0.0 +22.5
(4)
n/a
A W Pottinger n/a
(5)
n/a n/a
(1)
Appointed as Chairman following the AGM on 20 July 2022.
(2)
Retired as Chairman following the AGM on 20 July 2022.
(3)
Appointed as a non-executive director on 6 May 2020 and became Chairman
of the Audit Committee on 27 July 2021.
(4)
Appointed as a non-executive director on 6 May 2020.
(5)
Appointed as a non-executive director on 24 November 2022.
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 March
2023
£
31 March
2022
£
Change
%
Aggregate Directors’ Remuneration 114,712 131,990 -13.1
Management fee and other expenses 1,016,000 1,130,000 -10.1
Distributions paid to Shareholders 6,382,000 6,176,000 +3.3
Aggregate cost of shares repurchased 79,000 +100.0
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50 | CT UK High Income Trust PLC
Governance
Directors’ Shareholdings (audited)
There is no requirement under the Company’s Articles of
Association for the Directors to hold shares in the Company.
The Directors who held office at the year end and their
interests in the shares of the Company at 31 March 2023
(all of which were beneficially held) were as follows:
31 March 2023 31 March 2022
Director
Ordinary
Shares B Shares
Ordinary
Shares B Shares
A K Watkins (Chairman) 16,057 10,000
H M Galbraith 12,000 12,000
S J Mitchell 12,675 12,675
A W Pottinger 15,000 n/a n/a
There have been no changes in any of the Directors’ interests
in the shares of the Company between 31 March 2023 and
31 May 2023.
Company Performance
The Board is responsible for the Company’s investment
strategy and performance, whilst the management of the
investment portfolio is delegated to the Manager.
The following graph compares, for the required ten year period
to 31 March 2023, the total return (assuming all dividends and
capital repayments are reinvested) to Ordinary shareholders
and B shareholders compared to the total return on the
FTSE All-Share Index. This index was chosen for comparison
purposes, as it represents a comparable broad equity market
index; however it should be noted that up to 20% of the
Company’s assets were held in higher yielding securities
towards the start of this period.
An explanation of the performance of the Company is given in
the Chairman’s Statement and Manager’s Review.
Share Price Total Return and the FTSE All-Share Index
Total Return Performance Graph (rebased to 100 at
31 March 2013)
CT UK High Income Trust – Ordinary Share price total return
CT UK High Income Trust – B Share price total return
FTSE All-Share Index total return
Mar-13
Mar-14
Mar-15
Mar-16
Mar-17
Mar-18
Mar-19
Mar-20
Mar-21
Mar-22
Mar-23
90
100
110
120
130
140
150
160
170
180
190
200
210
Index
Source: Refinitiv Eikon
Voting at Annual General Meeting on Annual
Remuneration Report
At the Company’s last Annual General Meeting, held on 20 July
2022, shareholders approved the Directors’ Remuneration
Report in respect of the year ended 31 March 2022. 94.8% of
votes were in favour of the resolution and 5.2% 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 3).
On behalf of the Board
Stephen J Mitchell
Director
31 May 2023
Report and Accounts 2023 | 51
Governance
Statement of Directors’ Responsibilities in Relation to
the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable
United Kingdom law and UK-adopted International Accounting
Standards. The Directors are also required to prepare a
Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance
with UK-adopted International Accounting Standards.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and
of the profit or loss 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 accounting estimates that are
reasonable and prudent;
state whether they have been prepared in accordance with
UK-adopted International Accounting Standards, 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 the financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Annual Report and Financial Statements is published
on the ctukhighincome.co.uk website which is maintained by
Columbia Threadneedle Investments. The work carried out by
the Auditor does not involve consideration of the maintenance
and integrity of the Company’s website and, accordingly, the
Auditor accepts no responsibility for any changes that may have
occurred to the financial statements since they were initially
presented on the website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statements under the Disclosure
Guidance and Transparency Rules in respect of the
Annual Report and Financial Statements
Each of the Directors listed on page 31 confirms that to the
best of their knowledge:
the financial statements, prepared in accordance with
UK-adopted International Accounting Standards, give a true
and fair view of the assets, liabilities, financial position and
return 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 they
face; and
taken as a whole, the Annual Report and Financial
Statements are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the performance, strategy and business model of
the Company.
On behalf of the Board
Andrew Watkins
Chairman
31 May 2023
Statement of Directors’ Responsibilities
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52 | CT UK High Income Trust PLC
Independent Auditor’s Report
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of CT UK High Income Trust PLC (the ‘Company’):
give a true and fair view of the state of the Company’s affairs as at 31 March 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom adopted international accounting standards and the Statement
of Recommended Practice issued by the Association of Investment Companies in July 2022 “Financial Statements of Investment
Trust Companies and Venture Capital Trusts”; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the Statement of Comprehensive Income;
the Statement of Financial Position;
the Cash Flow Statement;
the Statement of Changes in Equity; and
the related notes 1 to 23.
The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom adopted
international accounting standards and the Statement of Recommended Practice issued by the Association of Investment
Companies in July 2022 “Financial Statements of Investment Trust Companies and Venture Capital Trusts”.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent Auditor’s Report
to the members of CT UK High Income Trust PLC (Formerly BMO UK High Income Trust PLC)
Report and Accounts 2023 | 53
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Independent Auditor’s Report
3. Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was the valuation and ownership of
quoted investments.
Materiality The materiality that we used in the current year was £1.04m which was determined on the
basis of 1% of net assets at 31 March 2023.
Scoping Audit work to respond to the risks of material misstatement was performed directly by the
audit engagement team.
Significant changes in
our approach
There have been no significant changes in our audit approach for the current year.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting
included:
assessing the directors’ considerations regarding whether they consider it appropriate to adopt the going concern basis of
accounting;
assessing the relevance and reliability of underlying data and key assumptions, such as cash flows and liquidity assumptions
used in the prepared forecasts;
assessing whether the Company has complied with the revolving credit facility agreement for its borrowing to assess the
continued availability of the borrowing facility;
assessing the impact of market volatility due to macroeconomic and geopolitical concerns, and by looking at business
continuity plans; and
assessing the appropriateness of the going concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
54 | CT UK High Income Trust PLC
Independent Auditor’s Report
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
5.1 Valuation and Ownership of quoted investments
Key audit matter description As an investment entity, the Company holds quoted investments of £112.8m (2022:
£111.1m) which make up 96.63% of total assets, being £116.7m (2022: £119.3m) as at
31 March 2023. Quoted investments represent the most quantitatively significant financial
statement line on the statement of financial position and are all classified as level 1 in the
hierarchy of fair value measurements.
Quoted investments are valued at the closing bid price at the year end. There is a risk
that the investment valuation and ownership of quoted investments is manipulated by
applying an incorrect share price or number of shares owned. This could result in material
misstatement of the net asset value of the Company.
The financial reporting process is outsourced to Columbia Threadneedle Investment
Business Limited (“the Manager”), who have in turn delegated certain accounting
responsibilities to State Street Bank and Trust Company (“State Street”), who maintain
the underlying accounting records for investment transactions and related balances. The
safeguarding of the assets has been outsourced to JP Morgan Chase Bank (“JP Morgan”).
Refer to note 1 (Investments) to the financial statements for the accounting policy on
investments and details of the investments are disclosed in note 11 to the financial
statements. The valuation of investments is included in the Audit Committee report as a
significant reporting matter on page 46.
How the scope of our audit
responded to the key audit matter
We have performed the following procedures to test the valuation and ownership of
investments at 31 March 2023:
obtained an understanding of relevant controls at State Street over the ownership and
valuation of quoted investments, and relied on the operating effectiveness of these
controls;
independently tested 100% of the investment portfolio values to the closing bid prices
published by an independent pricing source;
confirmed the ownership of 100% of investments at the year-end date by obtaining
independent third party confirmations directly from JP Morgan; and
tested the movement in the Company’s quoted investment portfolio from purchases and
sales during the year, and tested the recording of a sample of sales and purchases by
agreeing payments and receipts to the bank statements.
In addition, we performed the following procedures to assess whether the investment
portfolio was actively traded and designated with the correct fair value hierarchy:
we assessed the post year-end volume of trade in order to identify investments that are
not actively traded; and
tested the completeness and accuracy of disclosures in relation to fair value
measurements and liquidity risk.
Key observations Based on the work performed we concluded that the valuation and ownership of quoted
investments is appropriate.
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Independent Auditor’s Report
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of
our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality £1.04m (2022: £1.11m)
Basis for determining materiality 1% of net assets (2022: 1% of net assets).
Rationale for the benchmark applied Net assets has been selected as it is considered the most relevant benchmark for
investors and is the key driver of shareholder value.
Net Asset Value
Materiality
Net Asset Value £104.17m
Materiality £1.04m
Audit Committee
reporting threshold
£0.05m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70%
of materiality for the 2023 audit (2022: 70%). In determining performance materiality, we considered the following factors:
i. the quality of the control environment at service organisations;
ii. the fact that management have expressed willingness to investigate and correct any known misstatements, if applicable; and
iii. the fact that there were no corrected or uncorrected misstatements above our reporting threshold during the prior year audit.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £52,000 (2022:
£55,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also
report to the audit committee on disclosure matters that we identified when assessing the overall presentation of the financial
statements.
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56 | CT UK High Income Trust PLC
Independent Auditor’s Report
7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the
risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit
engagement team. The Company was audited as a single component.
7.2. Our consideration of the control environment
As part of our audit, we assessed the controls in place at the Manager and also the relevant controls in place at State Street. We
have reviewed the external assurance report of State Street to assess the control environments in place and the extent relevant to
our audit. As part of this, we relied upon the controls report of State Street and adopted a controls reliance approach with respect
to valuation and ownership of investments.
7.3. Our consideration of climate related risks
In planning our audit, we have considered the potential impact of climate change on the business and its financial statements. The
Company continues to develop its assessment of the potential impacts of environmental, social and governance (“ESG”) related
risks, including climate change, as outlined on page 19. As a part of our audit, we held discussions to understand the process of
identifying climate-related risks, the determination of mitigating actions and the impact on the Company’s financial statements.
We performed our own qualitative risk assessment of the potential impact of climate change on the account balances and classes
of transactions. We have read the disclosures in the annual report to consider whether they are materially consistent with the
financial statements and our knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Report and Accounts 2023 | 57
Independent Auditor’s Report
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including the design of the Company’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management, directors and the audit committee about their own identification and assessment of
the risks of irregularities, including those that are specific to the company’s sector;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating
to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged
fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the valuation and ownership of quoted investments. In common with all audits
under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions
of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules and UK tax
legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. This included the
requirements of the United Kingdom’s Financial Conduct Authority (FCA).
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58 | CT UK High Income Trust PLC
Independent Auditor’s Report
11.2 Audit response to risks identified
As a result of performing the above, we identified the valuation and ownership of quoted investments as a key audit matter related
to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the
specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management and the audit committee concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with governance; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential
bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of
business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have
not identified any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified on Page 33 of Annual Report;
the directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the
period is appropriate on Page 28 of Annual Report;
the directors’ statement on fair, balanced and understandable on Page 32 of Annual Report;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks on Page 28 of Annual
Report;
the section of the annual report that describes the review of effectiveness of risk management and internal control systems on
Page 25 of Annual Report; and
the section describing the work of the audit committee on Page 44 of Annual Report.
Report and Accounts 2023 | 59
Independent Auditor’s Report
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
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 are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have
not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were first appointed by the members of the Company on 29 June
2017 to audit the financial statements for the year ending 31 March 2018 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is 6 years, covering the years ending 31
March 2018 to 31 March 2023.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with
ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Michael Caullay (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
31 May 2023
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60 | CT UK High Income Trust PLC
Financial Report
Notes
Revenue
Year to
31 March
2023
£’000
Capital
Year to
31 March
2023
£’000
Total
Year to
31 March
2023
£’000
Revenue
Year to
31 March
2022
£’000
Capital
Year to
31 March
2022
£’000
Total
Year to
31 March
2022
£’000
Capital losses on investments
11 Losses on investments held at fair value through profit or loss (4,177) (4,177) (1,087) (1,087)
Exchange gains/(losses) 3 (16) (13) 5 5
Revenue
2 Income 5,007 5,007 5,013 5,013
Total income 5,010 (4,193) 817 5,013 (1,082) 3,931
Expenditure
4 Investment management fee (183) (427) (610) (227) (529) (756)
5 Other expenses (521) (521) (506) (506)
Total expenditure (704) (427) (1,131) (733) (529) (1,262)
Profit/(loss) before finance costs and tax 4,306 (4,620) (314) 4,280 (1,611) 2,669
Finance costs
7 Interest on bank loans (67) (155) (222) (78) (183) (261)
Total finance costs (67) (155) (222) (78) (183) (261)
Profit/(loss) before tax 4,239 (4,775) (536) 4,202 (1,794) 2,408
8 Taxation (47) (47) (24) (24)
Profit/(loss) and total comprehensive income/(expense) for the year 4,192 (4,775) (583) 4,178 (1,794) 2,384
10 Earnings per share 3.62p (4.12)p (0.50)p 3.61p (1.55)p 2.06p
The total column of this statement represents the Company’s Income Statement and Statement of Comprehensive Income,
prepared in accordance with UK-adopted International Accounting Standards. The supplementary revenue return and capital return
columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued in the year.
The accompanying notes on pages 64 to 78 are an integral part of these financial statements.
Statement of Comprehensive Income
For the year to 31 March
Report and Accounts 2023 | 61
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Notes
2023
£’000
2022
£’000
Non-current assets
11 Investments held at fair value through profit or loss 113,018 111,362
Current assets
13 Receivables 1,394 3,210
14 Cash and cash equivalents 2,288 4,686
3,682 7,896
Total assets 116,700 119,258
Current liabilities
15 Payables (529) (543)
16 Bank loans (12,000) (7,500)
(12,529) (8,043)
Total liabilities (12,529) (8,043)
Net assets 104,171 111,215
Equity attributable to equity shareholders
17 Share capital 134 134
18 Share premium 153 153
Capital redemption reserve 5 5
Buy back reserve 80,315 80,394
Special capital reserve 10,012 11,704
Capital reserves 9,823 14,598
Revenue reserve 3,729 4,227
Equity shareholders’ funds 104,171 111,215
19 Net asset value per Ordinary share 89.97p 95.97p
19 Net asset value per B share 89.97p 95.97p
Company Number: SC314671
Approved by the Board and authorised for issue on 31 May 2023 and signed on its behalf by:
Andrew Watkins, Director
The accompanying notes on pages 64 to 78 are an integral part of these financial statements.
Financial Report
Statement of Financial Position
As at 31 March
62 | CT UK High Income Trust PLC
Financial Report
Notes
Year to
31 March
2023
£’000
Year to
31 March
2022
£’000
Cash flows from operating activities
(Loss)/profit before taxation (536) 2,408
Adjustments for:
11 Losses on investments held at fair value through profit or loss 4,177 1,087
Exchange losses/(gains) 13 (5)
2 Interest income (70) (5)
Interest received 70 5
2 Dividend income (4,937) (5,008)
Dividend income received 4,698 4,935
Increase in receivables (64) (5)
(Decrease)/increase in payables (15) 2
Finance costs 222 261
Overseas tax suffered (76) (49)
Cash flows from operating activities 3,482 3,626
Cash flows from investing activities
11 Purchases of investments (45,856) (10,594)
Sales of investments 42,153 19,264
Cash flows from investing activities (3,703) 8,670
Cash flows before financing activities (221) 12,296
Cash flows from financing activities
9 Dividends paid on Ordinary shares (4,690) (4,540)
9 Capital returns paid on B shares (1,692) (1,636)
17 Shares purchased for treasury (79)
Interest on bank loans (203) (249)
Drawdown/(repayment) of bank loans 4,500 (3,500)
Cash flows from financing activities (2,164) (9,925)
Net (decrease)/increase in cash and cash equivalents (2,385) 2,371
Cash and cash equivalents at the beginning of the year 4,686 2,310
Effect of movement in foreign exchange (13) 5
Cash and cash equivalents at the end of the year 2,288 4,686
Represented by:
Cash at bank 199 77
Short term deposits 2,089 4,609
2,288 4,686
The accompanying notes on pages 64 to 78 are an integral part of these financial statements.
Cash Flow Statement
For the year to 31 March
Report and Accounts 2023 | 63
Financial Report
Notes
Share
Capital
£’000
Share
Premium
£’000
Capital
Redemption
Reserve
£’000
Buy back
Reserve
£’000
Special
Capital
Reserve
£’000
Capital
Reserve –
investments
sold
£’000
Capital
Reserve –
investments
held
£’000
Revenue
Reserve
£’000
Total
£’000
Balance as at 31 March 2022 134 153 5 80,394 11,704 8,001 6,597 4,227 111,215
Movement during the year ended
31 March 2023
(Loss)/profit for the year (36) (4,739) 4,192 (583)
Total comprehensive income/
(expense) for the year
(36) (4,739) 4,192 (583)
Transactions with owners of the
Company recognised directly in
equity
17 Shares bought back for treasury (79) (79)
9 Dividends paid on Ordinary shares (4,690) (4,690)
9 Capital returns paid on B shares (1,692) (1,692)
Balance as at 31 March 2023 134 153 5 80,315 10,012 7,965 1,858 3,729 104,171
Notes
Share
Capital
£’000
Share
Premium
£’000
Capital
Redemption
Reserve
£’000
Buy back
Reserve
£’000
Special
Capital
Reserve
£’000
Capital
Reserve –
investments
sold
£’000
Capital
Reserve –
investments
held
£’000
Revenue
Reserve
£’000
Total
£’000
Balance as at 31 March 2021 134 153 5 80,394 13,340 3,083 13,309 4,589 115,007
Movement during the year ended
31 March 2022
Profit/(loss) for the year 4,918 (6,712) 4,178 2,384
Total comprehensive income/
(expense) for the year
4,918 (6,712) 4,178 2,384
Transactions with owners of the
Company recognised directly in
equity
9 Dividends paid on Ordinary shares (4,540) (4,540)
9 Capital returns paid on B shares (1,636) (1,636)
Balance as at 31 March 2022 134 153 5 80,394 11,704 8,001 6,597 4,227 111,215
The accompanying notes on pages 64 to 78 are an integral part of these financial statements.
Statement of Changes in Equity
For the year to 31 March
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1. Accounting policies
A summary of the principal accounting policies is set out below.
Basis of Preparation
The financial statements of the Company have been prepared on a going concern basis and in accordance with the Companies Act
2006 and UK-adopted International Accounting Standards.
The Company’s subsidiary undertaking Investors Securities Company Limited has not been consolidated in the financial
statements as it is exempt in accordance with section 405(2) of the Companies Act 2006 on grounds of materiality. Investors
Securities Company Limited has been classified at fair value through profit or loss in the Statement of Financial Position.
Where presentational guidance set out in the Statement of Recommended Practice (“SORP”) for investment trusts issued by
the Association of Investment Companies (“AIC”) is consistent with the requirements of UK-adopted International Accounting
Standards, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of
the SORP.
The notes and financial statements are presented in pounds sterling (functional and presentational currency) because that is the
currency of the primary economic environment in which the Company operates. They are rounded to the nearest thousand except
where otherwise indicated.
The Board confirms that no significant accounting judgements or estimates have been applied to the financial statements and
therefore there is not a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.
In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial
Reporting Council. After making enquiries, and bearing in mind the nature of the Company’s business and assets, the Directors
consider 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. Further detail is included in the Report of the Directors on page 33.
The accounting policies adopted are consistent with those of the previous financial year, and no new standards have been adopted
in the current year.
Presentation of Statement of Comprehensive Income
In order to reflect better the activities of an investment trust company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital
nature has been presented alongside the Statement of Comprehensive Income. The net revenue return is the measure the
Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Section 1158
Corporation Tax Act 2010.
Investments
Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require
delivery within the timeframe established by the market concerned, and are initially measured at fair value.
Investments are classified as fair value through profit or loss. As the entity’s business is investing in financial assets with a view
to profiting from their total return in the form of interest, dividends or increases in fair value, listed equities are designated as fair
value through profit or loss on initial recognition.
Notes to the Financial Statements
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Financial Report
1. Accounting policies (Continued)
Financial assets designated as at fair value through profit or loss are measured at subsequent reporting dates at fair value, which
is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Unlisted investments, including the subsidiary, are valued at fair value by the Directors on the basis of all information available to
them at the time of valuation.
Where securities are designated upon initial recognition as fair value through profit or loss, gains and losses arising from
changes in fair value are included in net profit or loss for the period as a capital item. On derecognition any gain or loss arising is
transferred from the Capital reserve – Investments Held to Capital reserve – Investments Sold.
Accounting standards recognise a hierarchy of fair value measurements for financial instruments which gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The classification of financial instruments depends on the lowest significant applicable input, as follows:
Level 1quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either
directly or indirectly.
Level 3techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable
market data. The Company’s investment in its subsidiary is included in Level 3 and is valued at its equity value.
Receivables
Receivables do not carry any interest and are short term in nature and are accordingly stated at their nominal value as reduced by
appropriate allowances for estimated irrecoverable amounts.
Cash and cash equivalents
Cash in banks and short term deposits that are held to maturity are carried at cost. Cash and cash equivalents consist of cash in
hand and short term deposits in banks with an original maturity of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its
liabilities. Financial liabilities and equity instruments are initially recorded at the proceeds received, net of issue costs.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges,
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the
Statement of Comprehensive Income using the effective interest method and are added to the carrying amount of the instrument
to the extent that they are not settled in the period in which they arise.
Payables
Payables are not interest bearing and are stated at their nominal value.
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Financial Report
1. Accounting policies (Continued)
Reserves
(a) Share premium – the surplus of net proceeds received from the issue of new shares over the par value of such shares is
credited to this account. The majority of the balance of this account which arose as a result of the issue of new shares at
launch was subsequently cancelled by the Court of Session to create the Buyback reserve and Special capital reserve. These
reserves are explained below. To the extent that the consideration received exceeds the value at which the shares were initially
bought into treasury, the gain arising on the resale of shares from treasury will be credited to the share premium account.
The share premium account is non-distributable.
(b) 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.
(c) Buyback reserve – created from the Court cancellation of the share premium account which had arisen from premiums paid
on the A Shares. Available as distributable profits to be used for the buy back of shares. The cost of any shares bought back
is deducted from this reserve. The cost of any shares resold from treasury is added back to this reserve. (The A shares were
subsequently renamed Ordinary shares).
(d) Special capital reserve – created from the Court cancellation of the share premium account which had arisen from premiums
paid on the B shares. Available for paying capital returns on the B shares.
(e) Capital reserves
Capital reserve – investments sold – gains and losses on realisation of investments are dealt with in this reserve together with
the proportion of management fees, interest and taxation allocated to capital. This reserve also includes dividends of a capital
nature.
Capital reserve – investments held – increases and decreases in the valuation of investments held are accounted for in this
reserve, together with unrealised exchange differences on forward foreign currency contracts.
The Company’s Articles of Association allow distributions to be made from realised capital reserves where the balance on this
reserve is positive.
(f) Revenue reserve – the net profit/(loss) arising in the revenue column of the Statement of Comprehensive Income is added to
or deducted from this reserve. Available for paying dividends on the Ordinary shares.
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.
Special dividends of a non-capital nature are recognised through the revenue column of the Statement of Comprehensive Income.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, an amount equal to the
cash dividend is recognised as income.
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, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount. Other investment income and deposit interest are included
on an accruals basis.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the
Statement of Comprehensive Income 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.
Report and Accounts 2023 | 67
Financial Report
1. Accounting policies (Continued)
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
Investment trusts which have approval under section 1158 Corporation Tax Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Expenses and interest
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of
Comprehensive Income except where incurred in connection with the maintenance or enhancement of the value of the Company’s
investment portfolio taking account of the expected long term split of returns as follows:
Interest payable on the bank loans is recognised on an effective yield basis and allocated 30 per cent to revenue and 70 per
cent to capital.
Management fees have been allocated 30 per cent to revenue and 70 per cent to capital.
Foreign currency
Transactions denominated in foreign currencies are expressed in pounds sterling at actual exchange rates as at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end are reported at the rates of
exchange prevailing at the year end. Non-monetary non current assets held at fair value through profit and loss and denominated
in foreign currencies are reported at the rates of exchange prevailing when the fair value was assessed. 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 Statement of Comprehensive Income depending on whether the gain or loss is of a capital or
revenue nature respectively.
Rates of exchange at 31 March 2023 2022
Euro 1.1381 1.1834
Swiss Franc 1.1296 1.2117
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2. Income
2023
£’000
2022
£’000
Income from investments
UK dividend income 3,884 3,920
UK dividend income – special dividends 99 656
Overseas dividend income 880 305
Property income distributions 74 127
4,937 5,008
Other income
Interest on cash and cash equivalents 70 5
Total income 5,007 5,013
Total income comprises:
Dividends 4,937 5,008
Interest on cash and cash equivalents 70 5
Total income 5,007 5,013
Income from investments:
Listed 4,937 5,008
3. Operating segments
The Board has considered the requirements of IFRS 8 ‘Operating Segments’. The Board is of the view that the Company is
engaged in a single segment of business, of investing in equity and that therefore the Company has only a single operating
segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the
Company. The key measure of performance used by the Board to assess the Company’s performance is the total return on the
Company’s net asset value as calculated under UK-adopted International Accounting Standards and therefore no reconciliation is
required between the measure of profit or loss used by the Board and that contained in the financial statements.
4. Investment management fee
Revenue
£’000
Capital
£’000
2023
Total
£’000
Revenue
£’000
Capital
£’000
2022
Total
£’000
Investment management fee 183 427 610 227 529 756
The Company’s investment manager is Columbia Threadneedle Investment Business Limited. The contract between the Company
and Columbia Threadneedle Investment Business Limited may be terminated at any date by either party giving six months’ notice
of termination. In the event of the Company terminating the contract by giving less than six months’ notice, Columbia Threadneedle
Investment Business Limited is entitled to compensation calculated as a proportion of the fees payable by the Company in respect
of the previous financial year.
With effect from 1 April 2022, the Manager receives an investment management fee of 0.60% per annum of the net asset value
of the Company payable quarterly in arrears. Prior to 1 April 2022, the investment management fee was 0.65% per annum of the
Company’s net asset value.
The investment management fee for the quarter ended 31 March 2023 of £154,000 (2022: £178,000) is due to the Company’s
investment manager at the year end.
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Financial Report
5. Other expenses
2023
£’000
2022
£’000
Auditor’s remuneration:
– for audit services
(1)
40 38
Broker and professional fees 76 49
Custody and depository 20 20
Directors’ fees for services to the Company (Note 6) 115 132
Marketing 56 88
Printing and postage 51 41
Registrar’s fees and expenses 42 33
Revolving credit facility committment fee 44 20
Subscription and listing fees 41 46
Sundry expenses 36 39
Total other expenses 521 506
All expenses are stated gross of irrevocable VAT, where applicable.
(1)
Auditor’s remuneration for audit services, exclusive of VAT, amounts to £33,500 (2022: £31,500).
6. Directors’ fees
The emoluments of the Chairman, the highest paid Director, were at the rate of £39,000 per annum (2022: £39,000).
Other Directors’ emoluments amounted to £26,000 (2022: £26,000) each per annum, with the chairman of the Audit Committee
receiving an additional £6,500 (2022: £6,500) per annum. Full details are provided in the Directors’ Remuneration Report on
pages 48 to 50.
7. Finance costs
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Finance costs attributable to term loan 30 69 99 62 146 208
Finance costs attributable to revolving credit facility 37 86 123 16 37 53
Total finance costs 67 155 222 78 183 261
Finance costs have been allocated 30 per cent to revenue and 70 per cent to capital in accordance with the Company‘s
accounting policies.
8a. Tax on ordinary activities
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Overseas taxation 47 47 24 24
Total taxation charge (see note 8(b)) 47 47 24 24
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8b. Factors affecting tax charge for current year
A reconciliation of the current tax charge for the current year is set out below:
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Profit/(loss) before tax 4,239 (4,775) (536) 4,202 (1,794) 2,408
Profit/(loss) multiplied by the effective rate of
corporation tax of 19.0% (2022: 19.0%) 805 (907) (102) 798 (341) 457
Effects of:
Non taxable dividend income (924) (924) (927) (927)
Expenses not utilised in the year 119 111 230 129 135 264
Overseas taxation suffered 47 47 24 24
Non taxable capital losses 796 796 206 206
Total taxation (see note 8(a)) 47 47 24 24
The deferred tax asset of £3,701,000 (2022: £3,400,000) in respect of unutilised expenses at 31 March 2023 has not been
recognised as it is uncertain that there will be taxable profits from which the future reversal of the deferred tax asset could be
deducted. The deferred tax asset has been calculated at the prospective UK corporation tax rate of 25% which takes effect from
1 April 2023 (2022: 25% main rate of corporation tax).
9. Dividends and capital repayments
Payment
date
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Amounts recognised as distributions to shareholders in the year:
For the year ended 31 March 2022
Fourth interim dividend at 1.55p (2021: 1.43p) per Ordinary share 6-May-22 1,320 1,320 1,218 1,218
Fourth capital repayment at 1.55p (2021: 1.43p) per B share 6-May-22 476 476 439 439
For the year ended 31 March 2023
First interim dividend at 1.32p (2022: 1.29p) per Ordinary share 5-Aug-22 1,124 1,124 1,099 1,099
First capital repayment at 1.32p (2022: 1.29p) per B share 5-Aug-22 405 405 396 396
Second interim dividend at 1.32p (2022: 1.29p) per Ordinary share 4-Nov-22 1,123 1,123 1,099 1,099
Second capital repayment at 1.32p (2022: 1.29p) per B share 4-Nov-22 406 406 396 396
Third interim dividend at 1.32p (2022: 1.32p) per Ordinary share 3-Feb-23 1,123 1,123 1,124 1,124
Third capital repayment at 1.32p (2022: 1.32p) per B share 3-Feb-23 405 405 405 405
4,690 1,692 6,382 4,540 1,636 6,176
Amounts relating to the year but not paid at the year end:
Fourth interim dividend at 1.55p (2022: 1.55p) per Ordinary share 5-May-23 1,319 1,319 1,320 1,320
Fourth capital repayment at 1.55p (2022: 1.55p) per B share 5-May-23 476 476 476 476
1,319 476 1,795 1,320 476 1,796
As shown in the preceding table, the Directors have declared a fourth interim dividend and capital repayment in respect of the
year ended 31 March 2023 of 1.55p per share, which was paid on 5 May 2023 to shareholders on the register on 11 April 2023.
Although these payments relate to the year ended 31 March 2023, under UK-adopted International Accounting Standards they will
be accounted for in the period during which they are paid.
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Financial Report
9. Dividends and capital repayments (continued)
The dividends paid and payable in respect of the financial year ended 31 March 2023, which form the basis of the retention test
under Chapter 4, Part 24 of the Corporation Taxes Act 2010 are as follows:
2023
£’000
Revenue available for distribution by way of dividends for the year 4,192
First of four interims for the year ended 31 March 2023 of 1.32p per share (1,124)
Second of four interims for the year ended 31 March 2023 of 1.32p per share (1,123)
Third of four interims for the year ended 31 March 2023 of 1.32p per share (1,123)
Fourth of four interims for the year ended 31 March 2023 of 1.55p per share* (1,319)
Transferred from revenue reserve (497)
*based on 85,072,653 Ordinary shares in issue at the record date of 11 April 2023.
10. Earnings per share
The Company’s earnings per share are based on the loss for the year of £(583,000) (year to 31 March 2022: profit of £2,384,000)
and on 85,118,954 Ordinary shares (2022: 85,172,653) and 30,708,750 B shares (2022: 30,708,750), being the weighted
average number of shares in issue of each share class during the year.
The Company’s revenue earnings per share are based on the revenue profit for the year of £4,192,000 (year to 31 March 2022:
£4,178,000) and on the weighted average number of shares in issue as above.
The Company’s capital earnings per share are based on the capital loss for the year of £(4,775,000) (year to 31 March 2022:
loss £(1,794,000)) and on the weighted average number of shares in issue as above.
11. Investments held at fair value through profit or loss
2023
£’000
2022
£’000
Listed securities 112,768 111,112
Subsidiary undertaking 250 250
113,018 111,362
Listed/
Quoted
(Level 1)
£’000
Subsidiary/
Unlisted
(Level 3)*
£’000
Total
£’000
Cost brought forward 104,515 250 104,765
Gains brought forward 6,597 6,597
Fair value of investments at 31 March 2022 111,112 250 111,362
Purchases at cost 45,856 45,856
Sales proceeds (40,023) (40,023)
Gains on investments sold in year 562 562
Losses on investments held at year end (4,739) (4,739)
Fair value of investments at 31 March 2023 112,768 250 113,018
Cost at 31 March 2023 110,910 250 111,160
Gains at 31 March 2023 1,858 1,858
Fair value of investments at 31 March 2023 112,768 250 113,018
* Level 3 is the investment in the subsidiary undertaking, Investors Securities Company Limited, which is valued at its net asset value and for which observable market
data is not applicable.
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11. Investments held at fair value through profit or loss (Continued)
2023
£’000
2022
£’000
Equity investments 113,018 111,362
Gains on investments sold in year 562 5,625
Losses on investments held at year end (4,739) (6,712)
Total losses in year (4,177) (1,087)
The Company incurred transaction costs of £171,500 (2022: £31,500) on the purchase of assets and £18,000 (2022: £8,900)
on the sale of assets in the year.
Gains on investments sold in the year represents the difference between the net proceeds of sale and the book cost of the
investments sold. Investments sold during the year have been revalued over time since their original purchase, and until they were
sold any unrealised gains/losses were included in the fair value of the investments.
Losses on investments held at year end represents the decrease in the difference between the book cost of investments held and
their market value at 31 March 2023 compared with the difference between the book cost of investments held and their market
value at 31 March 2022.
12. Significant interests
As at 31 March 2023, the Company’s subsidiary undertaking which deals in investments is:
Country of
incorporation
or Registration
Class of
Capital
Share
Capital and
Reserves
£’000
Profit for
the year
£’000
% of
Class
held
% of
Equity
held
Valuation
at 31.03.23
and 31.03.22
£’000
Investors Securities Company Limited Scotland Ordinary 250 100 100 250
The registered office of Investors Securities Company Limited is 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG.
At 31 March 2023, no investments were held by the dealing subsidiary and it did not trade during the year. The accounts of this
subsidiary have not been consolidated with those of the Company as, in the opinion of the Directors, it is not material.
13. Receivables
2023
£’000
2022
£’000
Income receivable from shares and securities 1,175 936
Due from brokers in settlement of sales of investments 2,130
Withholding tax recoverable 140 111
Sundry debtors and prepayments 79 33
1,394 3,210
14. Cash and cash equivalents
All cash balances in the current and prior year were held in cash, current accounts or in banks on short term deposits with an
original maturity of three months or less at the year end.
15. Payables
2023
£’000
2022
£’000
Loan from subsidiary undertaking repayable on demand 250 250
Investment management fee payable to the manager 154 178
Loan Interest 3 2
Accrued expenses 122 113
529 543
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Financial Report
16. Bank loans
2023
£’000
2022
£’000
Revolving credit facility 12,000
£7.5 million term loan maturing 28 September 2022 7,500
12,000 7,500
At 31 March 2023, the Company has an unsecured revolving credit facility (“RCF”) with The Royal Bank of Scotland International
Limited for £15 million which is available until 28 September 2025. At 31 March 2023, £12 million was drawn down.
The loan agreement contains certain financial covenants with which the Company must comply. These include a financial covenant
with respect to the ratio of the Adjusted Portfolio Value (as defined in the loan agreement) to the level of debt and also that the
Adjusted Portfolio Value does not fall below £50 million. The Company complied with the required financial covenants throughout the
period since drawdown.
Until 28 September 2022, the Company had a £7.5 million unsecured term loan from Scotiabank Europe plc at a fixed interest rate
of 2.58% per annum. It also had a £7.5 million unsecured multicurrency revolving credit facility (‘RCF’) with Scotiabank (Ireland)
Designated Activity Company. On 28 September 2022 both loan facilities matured and the £7.5 million unsecured term loan was
repaid to Scotiabank Europe plc. At that time, £nil was drawn down under the RCF.
17. Share capital
Allotted, issued and fully paid
Number
Listed
£ Number
Held in
Treasury
£ Number
In Issue
£
Ordinary shares of 0.1p each
Balance at 1 April 2022 102,067,144 102,067 (16,894,491) (16,894) 85,172,653 85,173
Repurchased to be held in treasury (100,000) (100) (100,000) (100)
Balance at 31 March 2023 102,067,144 102,067 (16,994,491) (16,994) 85,072,653 85,073
B shares of 0.1 pence each
Balance at 1 April 2022 32,076,703 32,077 (1,367,953) (1,368) 30,708,750 30,709
Balance at 31 March 2023 32,076,703 32,077 (1,367,953) (1,368) 30,708,750 30,709
Total at 31 March 2023 134,143,847 134,144 (18,362,444) (18,362) 115,781,403 115,782
During the year the Company bought back 100,000 Ordinary shares (2022: nil Ordinary shares) to hold in treasury at a cost of
£79,000 (2022: £nil). During the year the Company bought back nil B shares (2022: nil B Shares).
At 31 March 2023 the Company held 16,994,491 Ordinary shares (2022: 16,894,491 Ordinary shares) and 1,367,953 B shares
(2022: 1,367,953 B shares) in treasury.
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17. Share capital (Continued)
Shareholder entitlements
The Company has two classes of shares: Ordinary shares and B shares. The rights of each class of shares are identical, save in
respect of the right to participate in dividends and capital repayments. Ordinary shares are entitled to all dividends paid by the
Company and no dividends may be paid to B shareholders. B shareholders are entitled to capital repayments from the Company
at an amount per share equal to, but not exceeding, any dividend paid per share to Ordinary shareholders. The capital repayments
are paid out of the special capital reserve and accordingly will only be able to be paid for so long as the amount of the special
capital reserve remains sufficient. If and when this reserve is exhausted, the Articles of Association provide that all the Ordinary
shares and all the B shares automatically convert into Ordinary shares with identical rights.
The net asset value attributable to each class of share is the same. Apart from voting rights entitlements at separate class
meetings, every Ordinary share and every B share carries equal voting rights. Upon a winding up or reconstruction of the Company,
each Ordinary share and each B share shall have an equal right to share in the residual assets of the Company.
18. Share premium account and reserves
In 2007, the Court of Session confirmed the cancellation of the entire amount originally standing to the credit of the share
premium account and the creation of two distinct reserves, the first reserve relating to that part of the cancelled share premium
account arising from premiums paid on the A shares (the “buy back reserve”) and the second reserve relating to that part of the
cancelled share premium account arising from premiums paid on the B shares (the “special capital reserve”).
The Company will apply these two reserves as follows:
the buy back reserve will be available as distributable profits to be used for the buy back of both Ordinary shares and B shares;
and
the special capital reserve will be used for the purpose of paying capital repayments on the B shares.
Capital management
The Company’s capital is represented by the issued share capital, share premium account, capital redemption reserve, buy back
reserve, special capital reserve, capital reserve – investments sold, capital reserve – investments held and revenue reserve.
Details of the movement through each reserve are shown in the Statement of Changes in Equity. The Company is not subject to
any externally imposed capital requirements.
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 Purpose, Strategy and Business Model and Principal Policies and the Report of the Directors. In order to
maintain an optimal capital structure through varying market conditions the Company has the ability to:
issue and buyback share capital within limits set by the shareholders in general meeting;
borrow money in the short and long term;
pay dividends to Ordinary shareholders out of current year revenue earnings as well as out of the brought forward revenue
reserve; and
pay capital repayments to B shareholders out of the special capital reserve.
The Company’s Articles of Association allow distributions to be made from realised capital reserves where the balance on this
reserve is positive.
The Company has the power under its Articles to borrow an amount up to 100 per cent of the Company’s Adjusted Capital and
Reserves. The Directors currently intend that the aggregate borrowings of the Company will be limited to approximately 20 per cent
of the Company’s gross assets immediately following drawdown of any new borrowings. The Directors will, however, retain flexibility
to increase or decrease the level of gearing to take account of changing market circumstances and in pursuit of the Company’s
investment objectives.
Report and Accounts 2023 | 75
Financial Report
19. Net asset value per share
2023 2022
Net assets attributable at the year end £104,171,000 £111,215,000
Equity shares in issue at the year end
(1)
115,781,403 115,881,403
Net asset value per Ordinary/B share 89.97p 95.97p
(1)
Consisting of 85,072,653 Ordinary Shares and 30,708,750 B Shares (2022: 85,172,653 Ordinary Shares and 30,708,750 B Shares), being the number of shares
in issue at the year end.
The Company’s shares may also be traded as units, each unit consisting of three Ordinary shares and one B share. The basic net
asset value per unit as at 31 March 2023 was therefore 359.88p (2022: 383.88p).
The Company’s treasury net asset value per share, incorporating the 16,994,491 Ordinary shares and 1,367,953 B shares held
in treasury at the year end (2022: 16,894,491 Ordinary shares and 1,367,953 B shares), was 89.97p (2022: 95.97p). The
Company’s treasury net asset value per unit at the end of the year was 359.88p (2022: 383.88p). The Company’s current policy
is to only re-sell shares held in treasury at a price not less than the net asset value per share.
20. Changes in liabilities arising from financing activities
2023
£’000
2022
£’000
Opening liabilities from financing activities 7,500 11,000
Cash-flows:
Drawdown of revolving credit facility 12,000 2,000
Repayment of revolving credit facility (5,500)
Repayment of bank loan (7,500)
Closing liabilities from financing activities 12,000 7,500
21. Financial instruments
The Company’s financial instruments comprise equity investments, cash balances, receivables and payables that arise directly
from its operations and borrowings. As an investment trust the Company holds a portfolio of financial assets in pursuit of its
investment objective. The Company makes use of borrowings to achieve enhanced returns. The downside risk of borrowings can
be mitigated by raising the level of cash balances held.
The Company may use derivatives for efficient portfolio management from time to time. No derivative financial instruments were
used during the current year or prior year. The Company may also write call options over some investments held in the investment
portfolio. There were no call options written during the current year or prior year.
The fair value of the financial assets and liabilities of the Company at 31 March 2023 is not materially different from their carrying
value in the financial statements.
The Company is exposed to various types of risk that are associated with financial instruments. The most important types are
credit risk, market price risk, liquidity risk, interest rate risk and foreign currency risk.
The Board reviews and agrees policies for managing its risk exposure. These policies are summarised as follows and have
remained unchanged for the year under review.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with
the Company.
The Company’s principal financial assets are bank balances and cash and other receivables, whose carrying amounts in the
Statement of Financial Position represent the Company’s maximum exposure to credit risk in relation to financial assets. The
Company did not have any exposure to any financial assets which were past due or impaired at the current or prior year end.
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76 | CT UK High Income Trust PLC
Financial Report
21. Financial instruments (Continued)
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for
securities which the Company has delivered. A list of pre-approved counterparties used in such transactions is maintained and
regularly reviewed by the Manager, and transactions must be settled on a basis of delivery against payment. Broker counterparties
are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant
regulatory body. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and
the acceptable quality of the brokers used. The rate of default in the past has been insignificant.
All of the investments of the Company, 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 the 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 and derivative financial instruments is limited because the counterparties are banks with high 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.
The Company has no significant concentration of credit risk with exposure spread over a number of counterparties and financial
institutions.
Market price risk
The fair value of equity and other financial securities held in the Company’s portfolio fluctuates with changes in market prices.
Prices are themselves affected by movements in currencies and interest rates and by other financial issues, including the
market perception of future risks. Other external events such as protectionism, inflation or deflation, economic recessions and
terrorism could also affect share prices in particular markets. The Company’s strategy for the management of market price risk
is driven by the Company’s investment policy as outlined within the Purpose, Strategy and Business Model on pages 8 and 9
and Principal Policies on pages 29 and 30. The Board sets policies for managing this risk and meets regularly to review full,
timely and relevant information on investment performance and financial results. The management of market price risk is part of
the fund management process and is typical of equity investment. The portfolio is 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.
Investment performance is discussed in more detail in the Manager’s Review and further information on the investment portfolio is
set out in the sections of this report entitled ‘Classification of Investments’ and ‘Investment Portfolio’.
Any changes in market conditions will directly affect the profit or loss reported through the Statement of Comprehensive Income.
A 20 per cent increase in the value of the investment portfolio as at 31 March 2023 would have increased net assets and income
for the year by £22,604,000 (2022: an increase of 20 per cent in the Investment Portfolio would have increased net assets and
income by £22,272,000). A decrease of 20 per cent (2022: 20 per cent) would have had an equal but opposite effect.
The calculations above are based on investment valuations at the respective statement of financial position dates and are not
representative of the year as a whole, nor are they reflective of future market conditions.
Disclosure of the hierarchy of fair value measurements for financial instruments, as required by IFRS 13, is provided in note 11
and in the accounting policies.
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 the liquid nature of the portfolio of investments and the level of cash and cash equivalents ordinarily held. Cash balances
are held with a spread of reputable banks with a credit rating of normally A or higher, usually on overnight deposit. The Manager
reviews liquidity at the time of making each investment decision. The Board reviews liquidity exposure at each meeting.
In certain circumstances, the terms of the Company’s bank facility entitle the lender to demand early repayment and, in such
circumstances, the Company’s ability to maintain dividend levels and the net asset value attributable to equity shareholders could
be adversely affected. Such early repayment may be required on the occurrence of certain events of default which are customary
for facilities of this type. These include events of non payment, breach of other obligations, misrepresentations, insolvency and
insolvency proceedings, illegality and a material adverse change in the financial condition of the Company.
Report and Accounts 2023 | 77
Financial Report
21. Financial instruments (Continued)
The remaining contractual maturities of the financial liabilities at 31 March 2023, based on the earliest date on which payment
can be required, were as follows:
Three
months
or less
£’000
More than
three months
but less than
one year
£’000
More than
one year but
less than
two years
£’000
More than
two years but
less than
five years
£’000
Total
£’000
31 March 2023
Current liabilities
Payables 279 279
Revolving credit facility 12,000 12,000
31 March 2022
Current liabilities
Payables 293 293
Bank loans 48 7,548 7,596
The figures in the above table are on a contractual maturity basis and therefore include interest payments where applicable.
Interest rate risk
Some of the Company’s financial instruments are interest bearing. They are a mix of both fixed and variable rate instruments with
differing maturities. As a consequence, the Company is exposed to interest rate risk due to fluctuations in the prevailing market
rate. The Company’s exposure to floating interest rates gives cashflow interest rate risk and its exposure to fixed interest rates
gives fair value interest rate risk.
Floating rate
When the Company retains cash balances the majority of the cash is held in deposit accounts. The benchmark rate which
determines the interest payments received on cash balances is the bank base rate, which was 4.25 per cent at 31 March 2023
(2022: 0.75 per cent).
Considering the effect on cash balances, an increase of 100 basis points in interest rates would have increased net assets and
income for the year by £23,000 (year to 31 March 2022: £47,000). A decrease of 100 basis points would have had an equal but
opposite effect. The calculations are based on the net cash balances at the respective statement of financial position date and
are not representative of the year as a whole, nor are they reflective of future market conditions.
When the Company draws down amounts under its 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
At 31 March 2023 and 31 March 2022 the Company’s investment portfolio did not contain any fixed interest or floating rate
interest assets. Details of the Company’s investment portfolio are given in note 11 and in the section of this report entitled
‘Classification of Investments’ and ‘Investment Portfolio’. At 31 March 2023 the Company had no fixed interest liabilities.
£’000
Weighted
average
interest
rate
2023
Average
duration
until
maturity £’000
Weighted
average
interest
rate
2022
Average
duration
until
maturity
Fixed interest liabilities:
Term loan –% – years 7,500 2.58% 0.5 years
During the year, the £7.5 million term loan which carried a fixed interest rate of 2.58% per annum matured and was repaid on
28 September 2022.
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78 | CT UK High Income Trust PLC
Financial Report
21. Financial instruments (Continued)
Foreign currency risk
It is not the Company’s policy to hedge any overseas currency exposure on equity investments. Foreign currency exposure (which
includes Euro and Swiss Franc denominated equity investments) at 31 March 2023 and 31 March 2022 was as follows:
Investments
£’000
2023
Net
Current
Assets
£’000
Total
£’000
Investments
£’000
2022
Net
Current
Assets
£’000
Total
£’000
Swiss Franc 5,548 91 5,639 3,851 26 3,877
Euro 13,370 99 13,469 14,634 80 14,714
Total 18,918 190 19,108 18,485 106 18,591
Total losses in the year from foreign exchange transactions and balances held in cash were £13,000 (2022 gains: £5,000).
At 31 March 2023, if the value of sterling had weakened against the Euro and Swiss Franc by 10 per cent the impact on the profit
or loss and the net asset value would have been an increase of £2,217,000 (2022: £2,054,000). If the value of sterling had
strengthened against the Euro and Swiss Franc by 10 per cent the effect the impact on the profit or loss and the net asset value
would have been a decrease of £1,814,000 (2022: £1,680,000).
22. Related party and transactions with the Manager
The Directors of the Company are 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 48 to 50 and as set out in
note 6 to the financial statements. There are no outstanding balances with the Board at year end.
The beneficial interests of the Directors in the Ordinary shares and B shares of the Company are disclosed on page 50.
Transactions between the Company and Columbia Threadneedle Investment Business Limited are detailed in note 4 on investment
management fees and in note 15 in relation to fees owed to Columbia Threadneedle Investment Business Limited at the
statement of financial position date. The existence of an independent Board of Directors demonstrated that the Company is free to
pursue its own financial and operating policies and therefore under the AIC SORP, the Manager is not considered a related party.
23. Post-balance sheet events
Since 31 March 2023, there are no post balance sheet events which would require adjustment of or disclosure in the financial
statements.
Report and Accounts 2023 | 79
Financial Report
Alternative Investment Fund Managers (‘AIFM’) Directive
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 March 2023 are shown below:
Leverage exposure
Gross
method
Commitment
method
Maximum limit 260% 260%
Actual 108% 111%
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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80 | CT UK High Income Trust PLC
Notice of Meeting
Notice is hereby given that the sixteenth Annual General
Meeting of CT UK High Income Trust PLC will be held at
Exchange House, Primrose Street, London EC2A 2NY, on
20 July 2023 at 12 noon for the following purposes. To
consider and, if thought fit, pass the following Resolutions,
of which Resolutions 1 to 10 will be proposed as Ordinary
Resolutions and Resolutions 11 to 13 as Special Resolutions:
Ordinary Resolutions
1. That the Annual Report and Financial Statements for the
year to 31 March 2023 be received.
2. That the Directors’ Remuneration Policy be approved.
3. That the Annual Report on Directors’ Remuneration for the
year ended 31 March 2023 be approved.
4. That Helen M Galbraith, who retires annually, be re-elected
as a Director.
5. That Stephen J Mitchell who retires annually, be re-elected
as a Director.
6. That Angus W Pottinger, who was appointed as a Director on
24 November 2022, be elected as a Director.
7. That Andrew K Watkins, who retires annually, be re-elected
as a Director.
8. That Deloitte LLP be re-appointed as Auditor and the
Directors be authorised to determine its remuneration.
9. That the Company’s dividend/capital repayment policy
with regard to quarterly payments as set out in the Annual
Report and Financial Statements be approved.
10. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the
date hereof, 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 £4,253
in respect of Ordinary shares of 0.1 pence each in the
capital of the Company (“Ordinary Shares”) and £1,535
in respect of B shares of 0.1 pence each in the capital of
the Company (“B Shares”), such authority to expire at the
conclusion of the Company’s next Annual General Meeting
or on 30 September 2024, 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
11. That, subject to the passing of Resolution number 10
above, and in substitution for any existing power but
without prejudice to the exercise of any such power prior
to the date hereof, 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, provided
that for the purposes of this resolution an allotment of
equity securities shall be deemed not to include the sale of
shares in the Company that immediately before the sale are
held by the Company as treasury shares) for cash pursuant
to the authority given by Resolution number 10 above
as if Section 561(1) of the Act did not apply to any such
allotment of equity securities, provided that this power:
(a) expires at the conclusion of the Company’s next Annual
General Meeting or on 30 September 2024, 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 after such
expiry and the Directors may allot equity securities 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 up
to an aggregate nominal value of £4,253 in respect of
Ordinary Shares and £1,535 in respect of B Shares
(being approximately 4.3 per cent of the total nominal
value of the issued share capital of the Company
(including treasury shares), as at 31 May 2023) at a
price of not less than the net asset value per share of
the existing Ordinary Shares (in the case of an allotment
of Ordinary Shares) or B Shares (in the case of an
allotment of B Shares).
Notice of Annual General Meeting
Report and Accounts 2023 | 81
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Notice of Meeting
12. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the
date hereof, 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 Ordinary shares of 0.1 pence
each in the capital of the Company and fully paid B shares of
0.1p each in the capital of the Company (“Ordinary and/or
B Shares”) (either for retention as treasury shares for future
reissue, resale, transfer or cancellation), provided that:
(a) the maximum aggregate number of Ordinary Shares
and B Shares hereby authorised to be purchased is
14.99 per cent of the issued Ordinary Shares and
14.99 per cent of the issued B Shares (excluding
Ordinary Shares and B Shares held in treasury)
immediately prior to the passing of this resolution
(see note 15);
(b) the minimum price (excluding expenses) which may be
paid for an Ordinary Share or B Share is 0.1 pence;
(c) the maximum price (excluding expenses) which may be
paid for an Ordinary Share or B Share shall not be more
than the higher of:
i. 5 per cent. above the average of the middle market
values (as derived from the Daily Official List of the
London Stock Exchange) of an Ordinary Share or
B 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
30 September 2024 whichever is the earlier, save that
the Company may, prior to such expiry, enter into a
contract to purchase Ordinary Shares and/or B 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 Ordinary Shares
and/or B Shares pursuant to any such contract.
13. That, the Directors of the Company be and they are hereby
empowered pursuant to section 573 of the Companies Act
2006 (as amended) (the “Act”) to sell equity securities
(within the meanings of sections 560(1) and 560(2) of
the Act) wholly for cash as if section 561 of the Act did
not apply to any such sale, provided that this power shall
be limited to the sale of equity securities for cash out of
treasury up to an aggregate nominal amount of £8,507
in respect of Ordinary Shares and £3,070 in respect of
B Shares, representing approximately 8.3 per cent of
the Company’s Ordinary share capital in issue (including
treasury shares) as at the date of the passing of this
resolution and approximately 9.6 per cent of the Company’s
B share capital in issue (including treasury shares) as at
the date of the passing of this resolution and shall expire
on the earlier of 30 September 2024 or at the conclusion
of the Company’s next Annual General Meeting, unless
renewed at a general meeting prior to such time, save
that the Company may before such expiry make offers,
agreements or arrangements which would or might require
equity securities to be allotted after such expiry and so that
the Directors of the Company may allot equity securities in
pursuance of such offers, agreements or arrangements as
if the power conferred hereby had not expired.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4,
7a Nightingale Way
Edinburgh EH3 9EG
31 May 2023
82 | CT UK High Income Trust PLC
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 before the time of the meeting or, in
the case of an adjourned meeting, no later than 48 hours 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 before the time appointed for the taking of the
poll). In the calculation of these time periods, no account is taken
of any part of a day that is not a working day. The appointment of
a proxy will not prevent a member from attending the meeting and
voting in person if he/she so wishes. A member present in person
or by proxy shall have one vote on a show of hands and on a poll
every member present in person or by proxy shall have one vote for
every share of which he/she is the holder. Any power of attorney
or any other authority under which this proxy is signed (or a duly
certified copy of such power or authority) must be included with the
proxy form. On a poll each Ordinary shareholder is entitled to one
vote per Ordinary share held and each B shareholder is entitled to
one vote per B share held.
2. 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.
3. 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 & Ireland 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.
4. 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.
5. If you are an institutional investor you may be able to appoint a
proxy electronically via the Proxymity platform, a process which has
been agreed by the Company and approved by the Registrar. For
further information regarding Proxymity, please go to www.proxymity.
io. Your proxy must be lodged by 12 noon on 18 July 2023 in order
to be considered valid. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully
as you will be bound by them and they will govern the electronic
appointment of your proxy.
6. Shareholders can vote 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 vote 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.
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 2 above do not apply to a
Nominated Person. The rights described in those Notes 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 6.30 p.m. on 18 July 2023 or, in the event that the meeting
is adjourned, on the Register of Members as at 6.30 pm on the
day two days (excluding non-working 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
6.30 p.m. on 18 July 2023 or, in the event that the meeting is
adjourned, in the Register of Members as at 6.30 pm on the day
two days prior to any adjourned meeting (excluding non-working
days), 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 31 May 2023 (being the last business day prior to the
publication of this notice) the Company’s issued share capital
consists of 85,072,653 Ordinary Shares carrying one vote each
and 30,708,750 B Shares carrying one vote each. The Company
holds 16,994,491 Ordinary Shares and 1,367,953 B shares in
treasury which do not carry voting rights. Therefore the total voting
rights in the Company as at 31 May 2023 were 115,781,403
votes. Any person holding 3 per cent 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. 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 for
15 minutes prior to, and during, the Annual General Meeting.
11. Information regarding the Annual General Meeting, including
information required by section 311A of the Companies Act 2006,
is available from ctukhighincome.co.uk.
Report and Accounts 2023 | 83
Notice of Meeting
12. 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.
13. 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 per cent 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.
14. 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 purpose other than those expressly stated.
15. Following Resolution 12 becoming effective, the maximum
aggregate number of shares hereby authorised to be purchased
shall be 12,752,300 Ordinary shares and 4,603,200 B shares
(or, if less, 14.99 per cent. of the number of Ordinary shares and
14.99 per cent. of the number of B shares in issue (excluding
treasury shares) immediately prior to the passing of the resolution).
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 6 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.
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84 | CT UK High Income Trust PLC
Other Information
The Company’s capital structure offers shareholders the
opportunity to receive quarterly returns in the form of either
dividends, capital repayments, or both, to suit their own
particular circumstances.
The Company has two classes of shares: Ordinary shares and
B shares. The rights of each class of shares are identical, save
in respect of the right to participate in dividends and capital
repayments. Irrespective of these rights, the net asset value
attributable to each class of shares is the same.
Only Ordinary shares carry a right to participate in dividends
paid by the Company. B shares are not entitled to dividends
but each B share instead carries the right to receive a capital
repayment at the same time as, and in an amount equal to,
each dividend paid in respect of Ordinary shares. The capital
repayments are paid out of the special capital reserve and
accordingly will only be able to be paid for so long as the
amount of the special capital reserve remains sufficient. If and
when this reserve is exhausted, the Articles of Association
provide that all the Ordinary shares and all the B Shares
automatically convert into Ordinary shares with identical rights.
The tax treatment on distributions received from Ordinary
shares will be different from that on distributions received
from B shares. Dividends paid on the Ordinary shares will
be taxed on receipt in the normal way for dividends. Capital
repayments received on B shares will fall to be taxed in
accordance with the rules relating to the taxation of chargeable
gains (see further information below) for non corporate holders
(including individuals).
It is the Company’s current policy to maintain the ratio of
Ordinary shares to B shares (excluding shares held in Treasury)
within the range 72.5% : 27.5% and 77.5% : 22.5%. The
Board may if it considers it to be in the best interests of the
Company, amend the ratio from time to time. However, the
Board will always be mindful in setting the ratio of any impact
on the level of revenue available for the Ordinary shares.
These two securities can be traded together in the form of a
unit with each unit consisting of three Ordinary shares and
one B share.
Bank Facility
The Company has a £15 million revolving credit facility available
until 28 September 2025. The returns of both the Ordinary
shares and B shares may be geared by this bank facility.
Further information on the B Shares
What is different about the B shares
The B shares are just like any other ordinary share except that,
instead of dividends, B shareholders receive capital repayments,
so B shareholders will receive the same amount of cash on a
quarterly basis as Ordinary shareholders, but when it comes to the
tax on these capital repayments the tax treatment will be different.
So a higher rate taxpayer, for example, will not be liable on
receipt to the additional income tax that would normally be
applicable on receipt of a dividend. This is because the capital
repayment is taxed under UK Capital Gains Tax (‘CGT’) rules
rather than Income Tax rules for non corporate holders (including
individuals). When the B shares are disposed of the capital
repayments received need to be taken into account as part of
the CGT disposal calculation.
A summary of the tax treatment.
The capital repayments paid on the B shares will be taxed for
individuals under CGT rules rather than Income Tax rules.
UK tax is not, in normal circumstances, due on receipt of the
quarterly capital repayments and you do not need to include
them on your tax return. Instead, when you dispose of B
shares, an amount equivalent to the capital repayments you
have received is deducted from the tax base cost as part of the
CGT calculation. This treatment applies because the quarterly
sums are treated as ‘small capital receipts’ under CGT rules;
being either less than 5 per cent of the market value of the
B shareholding at the date of receipt or less than £3,000.
An individual B shareholder’s annual exempt amount for CGT
purposes is not reduced or prejudiced by this treatment of capital
repayments. Non UK resident shareholders will not be subject to
UK tax on capital repayments, although local tax could arise.
This ‘small capital receipt’ treatment will only apply where,
and to the extent that, the holding of B shares from which the
capital return is derived has a positive tax base cost against
which to offset the capital receipt. Where this is not the case,
the receipt of a capital distribution may fall to be treated as a
chargeable gain.
The above is based on an understanding of legislation and HM
Revenue and Customs’ practice at the time of publication. Tax
rates and reliefs depend on the circumstances of the individual
investor, are subject to government legislation and may change
in the future. You should consult your tax adviser on your own
individual tax circumstances.
The Company has a capital structure comprising Ordinary shares and B shares. In addition, the
Company has a bank borrowing facility.
Capital Structure At 31 March 2023
Report and Accounts 2023 | 85
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Other Information
Shareholder Information
Dividends and Capital Repayments
Dividends on Ordinary shares and capital repayments on B
shares are paid quarterly in August, November, February and
May each year. Shareholders who wish to have distributions
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 Equiniti
Limited (see back cover page for contact details) on request.
Where distributions are paid directly into shareholders’ bank
accounts, dividend and capital repayment tax vouchers are sent
directly to shareholders’ registered addresses.
Share Prices and Daily Net Asset Value
The Company’s securities 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 on 0345 600 3030.
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 this should be notified to Equiniti Limited,
under the signature of the registered holder.
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 at
ctukhighincome.co.uk.
Profile of the Company’s Ownership
% of Shares held at 31 March 2023
Columbia Threadneedle Investments Retail Savings Plans (43%)
Individuals and Private Client Stockbrokers (36%)
Institutions (21%)
Warning to shareholders – Boiler Room Scams
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to
buy shares at an inflated price in return for an upfront payment.
If you receive unsolicited investment advice or requests:
Check the Financial Services Register from www.fca.org.uk to see if the person or firm contacting you is authorised by the Financial Conduct Authority (“FCA”)
Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date
Search the list of unauthorised firms to avoid at www.fca.org.uk/scams
Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services
Compensation Scheme
Think about getting independent financial and professional advice
If you are approached by fraudsters please tell the FCA by using the share fraud reporting form at www.fca.org.uk/scams where you can find out more about
investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should contact
Action Fraud on 0300 123 2040.
86 | CT UK High Income 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 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.
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.
*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 Savings 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
Documents (KIDs) for the investment trusts you want to invest in.
These can be found at ctinvest.co.uk/documents.
How to Invest
To open a new Columbia Threadneedle Savings Plan, apply online
at ctinvest.co.uk Online applications are not available if you are
transferring an existing Savings Plan with another provider to
Columbia Threadneedle Investments, or if you are applying for a
new Savings 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: Barclays Stockbrokers, EQi, Halifax, Hargreaves Lansdown,
HSBC, Interactive Investor, Lloyds Bank, The Share Centre
One of the most convenient ways to invest in CT UK High Income Trust PLC is through one of the Savings Plans run by
Columbia Threadneedle Investments.
How to Invest
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
© 2023 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. 291000 (01/23) UK
Report and Accounts 2023 | 87
Assets
at 31 March
£’000s 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Total assets less current liabilities (ex bank loans) 139,498 144,552 144,886 134,528 149,649 129,825 127,605 97,021 126,007 118,715 116,171
Bank loans at fair value* 18,186 17,692 18,103 18,156 18,078 7,500 7,500 7,500 11,000 7,500 12,000
Net assets, debt at fair value 121,312 126,860 126,783 116,372 131,571 122,325 120,105 89,521 115,007 111,215 104,171
* includes interest rate swap, where applicable
Net Asset Value (NAV)*
at 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
NAV per A/Ordinary share and per B share 97.9p 102.8p 103.6p 96.3p 111.1p 103.7p 102.4p 76.7p 99.3p 96.0p 90.0p
NAV High 98.5p 105.8p 107.5p 107.3p 112.3p 116.3p 115.3p 111.8p 103.9p 107.8p 97.3p
NAV Low 78.9p 93.0p 95.0p 87.3p 92.6p 101.1p 91.1p 66.3p 71.2p 84.4p 79.5p
NAV total return on 100p – 5 years 113.6p
NAV total return on 100p – 10 years 150.2p
* includes debt at fair value
Share Price – A/Ordinary Shares
at 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Middle market price per share 93.5p 95.0p 100.8p 89.8p 104.0p 96.5p 95.0p 69.5p 91.5p 87.0p 82.0p
Discount to NAV % (4.5)% (7.6)% (2.7)% (6.7)% (6.4)% (7.0)% (7.2)% (9.3)% (7.8)% (9.3)% (8.9)%
Share price High 93.5p 97.5p 101.0p 100.0p 104.5p 108.0p 106.0p 102.0p 92.0p 100.0p 90.0p
Share price Low 76.5p 90.0p 87.5p 84.0p 87.5p 96.0p 86.3p 59.5p 64.0p 79.5p 73.5p
Share price total return on 100p – 5 years 114.1p
Share price total return on 100p – 10 years 151.3p
Share Price – B Shares
at 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Middle market price per share 94.5p 102.3p 100.8p 91.5p 104.3p 95.8p 95.0p 67.5p 91.5p 88.0p 84.5p
Discount to NAV % (3.5)% (0.5)% (2.7)% (5.0)% (6.1)% (7.7)% (7.2)% (11.9)% (7.8)% (8.3)% (6.1)%
Share price High 94.5p 103.5p 102.3p 102.0p 104.3p 107.0p 107.0p 102.5p 92.0p 106.5p 92.0p
Share price Low 79.0p 90.5p 88.5p 84.5p 86.5p 95.8p 86.0p 58.0p 64.0p 82.0p 79.0p
Share price total return on 100p – 5 years 118.0p
Share price total return on 100p – 10 years 151.3p
Other Information
Ten Year Record
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88 | CT UK High Income Trust PLC
Other Information
Share Price – Units
at 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Middle market price per share 369.0p 375.0p 402.5p 354.0p 409.5p 397.0p 373.0p 273.0p 365.0p 336.0p 323.0p
Discount to NAV % (5.7)% (8.8)% (2.9)% (8.1)% (7.9)% (4.3)% (8.9)% (11.0)% (8.1)% (12.5)% (10.2)%
Share price High 369.0p 375.0p 402.5p 400.5p 409.5p 425.0p 418.0p 403.0p 365p 398.0p 350.0p
Share price Low 300.0p 358.0p 349.5p 335.0p 336.5p 397.0p 335.0p 234.0p 258p 310.0p 304.0p
Share price total return on 100p – 5 years 105.7p
Share price total return on 100p – 10 years 144.8p
Revenue
For the year ended 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Available for A/Ordinary shares – £’000s 4,391 4,598 4,848 4,571 4,585 4,764 4,451 4,053 3,020 4,178 4,192
Revenue earnings per share 3.52p 3.73p 3.95p 3.74p 3.82p 4.03p 3.77p 3.46p 2.59p 3.61p 3.62p
Dividends per A/Ordinary share 4.28p 4.37p 4.48p 4.60p 4.72p 4.88p 5.04p 5.21p 5.30p 5.45p 5.51p
Capital repayments per B share 4.28p 4.37p 4.48p 4.60p 4.72p 4.88p 5.04p 5.21p 5.30p 5.45p 5.51p
Performance
(rebased at 100 at 31 March 2013)
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
NAV per A/Ordinary share, B share and Unit 100.0 105.0 105.8 98.4 113.5 105.9 104.6 78.3 101.4 98.1 91.9
Middle market price per A/Ordinary share 100.0 101.6 107.8 96.0 111.2 103.2 101.6 74.3 97.9 93.0 87.7
Middle market price per B share 100.0 108.3 106.7 96.8 110.4 101.4 100.5 71.4 96.8 93.1 89.4
Middle market price per Unit 100.0 101.6 109.1 95.9 111.0 107.6 101.1 74.0 98.9 91.1 87.5
Dividends per A/Ordinary share 100.0 102.1 104.7 107.5 110.3 114.0 117.8 121.7 123.7 127.3 128.7
Capital repayments per B share 100.0 102.1 104.7 107.5 110.3 114.0 117.8 121.7 123.7 127.3 128.7
Ongoing Charges
For the year ended 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Expressed as a percentage of average net assets
– excluding performance fees 1.15% 1.06% 1.05% 1.06% 1.11% 0.91% 0.98% 0.96% 1.04% 0.98% 1.02%
– including performance fees 1.15% 1.51% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Gearing
at 31 March
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Net gearing 10.1% 10.0% 7.9% 9.7% 3.5% 4.4% 4.3% 3.4% 7.2% 0.1% 8.5%
Report and Accounts 2023 | 89
The Company uses the following Alternative Performance Measures (“APMs”):
Discount/premium – the share price of an Investment Trust 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.
At 31 March 2023 At 31 March 2022
Ordinary
shares B shares Units
Ordinary
shares B shares Units
Net asset value per share (a) 89.97p 89.97p 359.88p 95.97p 95.97p 383.88p
Share price (b) 82.00p 84.50p 323.00p 87.00p 88.00p 336.00p
Discount (c=(b-a)/(a)) (c) -8.9% -6.1% -10.2% -9.3% -8.3% -12.5%
Ongoing charges –all operating costs expected to be incurred in future and that are payable by the Company, expressed as a
proportion of the average net assets of the Company over the reporting year. The costs of buying and selling investments and
derivatives are excluded, as are interest costs, taxation, non recurring costs and the costs of buying back or issuing shares.
Ongoing charges calculation
Page
31 March
2023
£’000
31 March
2022
£’000
Total expenditure 60 1,131 1,262
Less management fee at rate of 0.65% of NAV (756)
Add management fee at revised rate of 0.60% of NAV (see note 4) 667
Less revolving credit facility commitment fee 69 (44) (20)
Less non-recurring expenses (21) (16)
Total (a) 1,066 1,137
Average daily net assets (b) 104,494 116,551
Ongoing charges (c = a/b) (c) 1.02% 0.98%
Gearing – represents the excess amount above shareholders‘ funds of total investments, expressed as a percentage of the
shareholders funds. If the amount calculated is negative, this is a ‘net cash’ position and no gearing.
Page
31 March
2023
£’000
31 March
2022
£’000
Investments held at fair value through profit or loss (a) 61 113,018 111,362
Net assets (b) 61 104,171 111,215
Gearing (c = (a/b) – 1)% (c) 8.5% 0.1%
Other Information
Alternative Performance Measures (“APMs’)
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90 | CT UK High Income Trust PLC
Other Information
Total return – the theoretical return to shareholders calculated on a per share basis by adding dividends/capital repayments paid
in the period to the increase or decrease in the Share Price or NAV in the period. The dividends/capital repayments 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/capital repayments on the respective ex dividend dates and the share price total returns
and NAV total returns are shown below.
31 March 2023 31 March 2022
Ordinary shares/
B shares Units
Ordinary shares/
B shares Units
NAV per share at start of financial year 95.97p 383.88p 99.25p 397.00p
NAV per share at end of financial year 89.97p 359.88p 95.97p 383.88p
Change in the year -6.3% -6.3% -3.3% -3.3%
Impact of dividend/capital repayment reinvestments
+5.9% +5.9% +5.2% +5.2%
NAV total return for the year -0.4% -0.4% +1.9% +1.9%
During the year to 31 March 2023 dividends/capital repayments totalling 5.51p (Ordinary shares/B shares) and 22.04p (units) went ex dividend. During the year to
31 March 2022 the equivalent figures were 5.33p (Ordinary shares/B shares) and 21.32p (units).
31 March 2023 31 March 2022
Ordinary
shares B shares Units
Ordinary
shares B shares Units
Share price per share at start of financial year 87.0p 88.0p 336.0p 91.5p 91.5p 365.0p
Share price per share at end of financial year 82.0p 84.5p 323.0p 87.0p 88.0p 336.0p
Change in the year -5.7% -4.0% -3.9% -4.9% -3.8% -7.9%
Impact of dividend/capital repayment reinvestment
+6.3% +6.3% +5.8% +5.5% +5.4% +5.3%
Share price total return for the year +0.6% +2.3% +1.9% +0.6% +1.6% -2.6%
During the year to 31 March 2023 dividends/capital repayments totalling 5.51p (Ordinary shares/B shares) and 22.04p (units) went ex dividend. During the year to
31 March 2022 the equivalent figures were 5.33p (Ordinary shares/B shares) and 21.32p (units).
Yield – The total annual dividend/capital repayment expressed as a percentage of the year end share price.
31 March 2023 31 March 2022
Ordinary
shares B shares Units
Ordinary
shares B shares Units
Annual dividend/capital repayment (a) 5.51p 5.51p 22.04p 5.45p 5.45p 21.80p
Share price (b) 82.00p 84.50p 323.00p 87.00p 88.00p 336.00p
Yield = (c=a/b) (c) 6.7% 6.5% 6.8% 6.3% 6.2% 6.5%
Report and Accounts 2023 | 91
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 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.
Ordinary Shares – a security issued by the Company. The net
asset value attributable to each Ordinary share is equal to the
Net Asset Value of the Company divided by the total number of
Ordinary shares and B shares in issue. Therefore the net asset
value attributable to each of the Ordinary shares and B shares
is the same. The Ordinary shares are entitled to dividends paid
by the Company.
Benchmark – from 5 July 2018 the FTSE All-Share Index is
the benchmark against which the increase or decrease in the
Company’s net asset value is measured. This index represents
the performance of all eligible companies listed on the
London Stock Exchange’s main market, which pass screening
for size and liquidity. Prior to that the benchmark index was
the FTSE All-Share Capped 5% Index. This Index averages
the performance of 98% of the market value of all eligible
companies listed on London Stock Exchange’s main market
and gives an indication of how this market has performed in
any period. Constituents of the Index are capped at 5% of the
total index quarterly to avoid over concentration in any one
stock. As the investments within these indices are not identical
to those of the Company, the indices do not take account of
operating costs and the Company’s strategy does not include
replicating (tracking) these indices, there is likely to be some
level of divergence between the performance of the Company
and the Index.
B Shares – a security issued by the Company. The net asset
value attributable to each B share is equal to the Net Asset
Value of the Company divided by the total number of Ordinary
shares and B shares in issue. Therefore the net asset value
attributable to each of the Ordinary shares and B shares is
the same. The B shares are entitled to capital repayments paid
by the Company. These capital repayments will be paid at the
same time as, and in an amount equal to, each dividend paid
on the Ordinary shares.
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 units not traded on an exchange but issued
or bought back from investors at a price directly related to net
asset value.
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. Under AIFMD regulations, the depositary has
strict liability for the loss of the Company’s financial assets in
respect of which it has safe keeping duties. The Depositary’s
oversight duties will include but are not limited to oversight
of 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.
Glossary of Terms
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
92 | CT UK High Income Trust PLC
Other Information
Dividend Dates – reference is made in announcements of
dividends to three dates. The “ex dividend” 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.
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.
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 the 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 stock exchange and that it cannot
retain more than 15% of income received (set out in note 9 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 note 4 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 Statement of Financial Position, all
valued in accordance with the Company’s Accounting Policies
(see note 1 to the financial statements) and UK-adopted
International Accounting Standards. The net assets correspond
to equity shareholders’ funds, which comprise the share
capital account, share premium, capital redemption reserve,
buy back reserve, special capital reserve and capital and
revenue reserves.
Net asset value (NAV), Debt at par – the Company’s bank
loans 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 Corporate
Governance Statement.
Ongoing Charges – all operating costs expected to be incurred
in future and that are payable by the Company, expressed as a
proportion of the average net assets of the Company over the
reporting year. The costs of buying and selling investments and
derivatives are excluded, as are interest costs, taxation, non
recurring costs and the costs of buying back or issuing shares.
SORP – Statement of Recommended Practice “Financial
Statements of Investment Trust Companies and Venture Capital
Trusts” issued by the AIC.
Units – a way of holding and trading in the Ordinary shares and
B shares issued by the Company. Each unit consists of three
Ordinary shares and one B share.
Report and Accounts 2023 | 93
Other Information
Directors
A K Watkins (Chairman)
H M Galbraith (nee Driver)
S J Mitchell
A W Pottinger (appointed 24 November 2022)
Alternative Investment Fund Manager (‘AIFM’),
Investment Manager and Company Secretary
Columbia Threadneedle Investment Business Limited
6th Floor, Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
Broker
Panmure Gordon (UK) Limited
40 Gracechurch Street
London EC3V 0BT
Auditor
Deloitte LLP, Statutory Auditor
110 Queen Street
Glasgow G1 3BX
Depositary
JPMorgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Principal 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
SC314671
Website
ctukhighincome.co.uk
Corporate Information
CT UK High Income Trust PLC
Annual Report and Financial Statements
31 March 2023
Contact us
Registered office:
6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG
Tel: 0207 628 8000
ctukhighincome.co.uk
Registrars:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Registrars’ Shareholder Helpline: 0371 384 2470
*
Registrars’ Broker Helpline: 0906 559 6025
Registrars’ Overseas Helpline: +44(0) 371 384 2470
**
shareview.co.uk
*
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Calls to this number are charged at £1 per minute from a BT landline. Other telephony providers’ costs may vary.
Lines open 8.30 am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.
**
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To find out more visit columbiathreadneedle.com
© 2023 Columbia Threadneedle Investments. Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.