ANNUAL REPORT
FOR THE YEAR ENDED
31 DECEMBER 2025
CONTENTS
Strategic Report
Company Overview 2
Financial Highlights 3
Chairman’s Statement 4
Fund Manager’s Review 9
Our Approach to Responsible Investment 19
Twenty Largest Listed Equity Holdings 29
Ten Year Record 31
Business Review 33
Purpose, Values and Investment Objective 33
Principal Policies 35
Section 172 Statement 38
Key Stakeholders and Shareholder Engagement 39
Key Performance Indicators 41
Principal and Emerging Risks 43
Long-Term Viability 47
Governance Report
Board of Directors 49
Directors’ Report 51
Corporate Governance Report 57
Report of the Management Engagement Committee 61
Report of the Audit Committee 63
Directors’ Remuneration Report 69
Statement of Directors’ Responsibilities 73
Independent Auditor’s Report 74
Financial Report
Income Statement 82
Statement of Changes in Equity 83
Balance Sheet 84
Statement of Cash Flows 85
Notes to the Accounts 86
Notice of Annual General Meeting 108
Other Information
Management and Advisers 113
Additional Information for Shareholders 114
How to Invest 116
Alternative Performance Measures 117
Glossary of Terms 120
2026-27 Financial Calendar
Annual General Meeting 29 April 2026
Final dividend for 2025 payable 6 May 2026
Interim Results for 2026 announced end July 2026
First interim dividend for 2026 payable August 2026
Second interim dividend for 2026 payable November 2026
Third interim dividend for 2026 payable February 2027
Final Results for 2026 announced March 2027
Final dividend for 2026 payable May 2027
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 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 ordinary shares in F&C Investment 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.
TRUE TO OUR GOAL
FOR OVER 150 YEARS
Our focus has never wavered since the day we were
founded in 1868. Our approach aims to deliver long-
term growth in capital and income. To achieve this,
we invest on the world’s major and developing stock
and private markets in the shares of established
companies, strong newcomers and rising stars.
It’s a diverse portfolio strategy that also gives
investors exposure to a range of well managed private
equity funds and co-investments. Whether you’re
new to investing or looking to add a firm foundation
to your existing portfolio, F&C is the smart choice for
investors.
2
COMPANY OVERVIEW
F&C Investment Trust PLC (the ‘Company’ or ‘F&C’) was founded in 1868 as the first investment trust with the purpose
of providing the investor of more moderate means access to the same opportunities and advantages as the very largest
investors.
This purpose continues today, providing a foundation for the long-term investment needs of large and small investors
through a diversified, convenient and cost-effective global investment choice.
The Company’s objective is to secure long-term growth in capital and income through a policy of investing primarily in an
internationally diversified portfolio of publicly listed equities, as well as unlisted securities and private equity, combined
with the use of gearing.
Our approach is designed to obtain the investment performance benefits from a range of individually concentrated global
and regional portfolios alongside the diversification benefits of lower risk and lower volatility achieved by managing those
portfolios in combination. Columbia Threadneedle Investments is a market leading asset manager with strong capabilities
in a number of areas. The Company’s portfolio is managed by Paul Niven, Columbia Threadneedle Investments’ Head
of Multi-Asset Solutions for Europe, the Middle East and Africa. He is responsible for determining the Company’s asset
allocation and the overall composition of the investment portfolio. By blending the portfolio’s exposure to investment
strategies managed by Columbia Threadneedle Investments and other leading asset managers, the Company provides a
cost-effective exposure to differentiated value-adding sources of return. Offering a globally diversified portfolio of assets,
the Company aims to be a core investment choice through all available channels.
The Company continues to evolve, allowing it to keep pace with new investment opportunities and maintain its relevance in
today’s world. A commitment has been made to transition the Company's portfolio to net zero carbon emissions by 2050.
The Company is suitable for retail investors in the UK, professionally advised private clients and institutional investors who
seek growth in capital and income from investment in global markets and who understand and are willing to accept the
risks, as well as the rewards, of exposure to equities.
VISIT OUR WEBSITE AT fandc.com
The Company is registered in England and Wales with company registration number 12901
Legal Entity Identifier: 213800W6B18ZHTNG7371
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 up to
date as at the date of this report and are based on the Directors’ current view and on information available to them as at that date. There
is no obligation to update the statements and nothing should be construed as a profit forecast.
DIVIDEND
HERO
3
Strategic Report
Annual Report and Accounts 2025
FINANCIAL HIGHLIGHTS
14.6% share price total
return
(1)
+14.6%
DELIVERING LONG-TERM GROWTH IN CAPITAL AND INCOME
Potential investors are reminded that the value of investments and the income from dividends may go down as well as up
and investors 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.
(1) See Alternative Performance Measures on page 117.
(2) The final dividend for 2025 is subject to shareholder approval at the forthcoming Annual General Meeting.
(3) See Glossary of Terms on page 120.
Total dividends
(2)
per share – pence
Share price discount/premium
(1)
to net asset
value
(1)
at 31 December – %
A dividend has been paid every year since inception and has increased every year for the past 55 years. Over the last ten years
it has increased by 72.9% (5.6% compound per annum), compared with inflation of 39.7% (3.4% compound per annum).
Source: Columbia Threadneedle Investments
Net asset value
(1)
per share with debt at market
value at 31 December – pence
Mid-market price per share at 31 December –
pence
0
200
400
600
800
1,000
1,200
1,400
2025202420232022202120202019201820172016
1,252.0
Source: Columbia Threadneedle Investments
Source: Columbia Threadneedle Investments Source: Columbia Threadneedle Investments
In the last ten years £1,000 invested in the Company on 1 January 2016, assuming dividends had been reinvested
in the Company's shares, would be worth £3,283 as at 31 December 2025.
Net Asset Value total return
(1)
(with debt at market value) of
+11.6%, behind the return from
our benchmark
(3)
, the FTSE All-
World Index, of +14.2%
+11.6%
Annual dividend
(2)
per share
up by 6.4% to 16.6p, our 55th
consecutive annual increase
55th
The discount
(1)
to NAV moved
from 9.2% at the start of the
year, to end the year at 6.8%
6.8%
0
200
400
600
800
1,000
1,200
1,400
2025202420232022202120202019201820172016
1,343.4
-10
-8
-6
-4
-2
0
2
2025202420232022202120202019201820172016
-6.8
0
2
4
6
8
10
12
14
16
18
2025202420232022202120202019201820172016
16.6
4
CHAIRMAN’S STATEMENT
"OVER THE TEN YEARS TO THE END OF 2025 YOUR
COMPANY DELIVERED A SHARE PRICE TOTAL RETURN
EQUIVALENT TO +12.6% PER ANNUM."
Dear Shareholder,
2025 was a good year for shareholder returns with
our +14.6% share price total return exceeding that of
our benchmark index, which returned +14.2% over the
year. Despite this positive outturn there was significant
volatility in equity markets, and our share price, over the
course of the year.
Early in the second quarter there was a sharp market
downturn as markets responded to aggressive tariff
announcements from the US administration and
rising fears of a trade war. As tensions eased, equities
rebounded strongly, and our share price ended the year at
an all-time high.
Weakness in the US dollar, which declined sharply against
sterling during the first half of the year, eroded returns
from our US holdings. This coincided with a change in
the longstanding dominance of the US equity market.
International markets outperformed the US and there was
also a broadening of leadership within the equity markets
beyond the large US technology stocks which have been
a main driver of US equity returns in recent years. Indeed,
while the Artificial Intelligence (‘AI’) theme remained
important, there was far greater discrimination from
investors between perceived winners and losers. In part, this
trend reflected investors’ response to significant increases
in capital expenditure plans related to the AI theme and
concerns over the future profitability of these companies.
As the year drew to a close, markets were buoyed by
another year of strong growth in corporate earnings and a
supportive fundamental backdrop, with economic growth
relatively robust, modest rates of inflation, albeit above
central bank targets, and ongoing cuts in interest rates
from most major global central banks.
While our share price total return exceeded that of our
benchmark, our net asset value (‘NAV’) total return,
taking debt at market value, of +11.6% underperformed
the benchmark. However, both our shareholder and NAV
total returns were better than the median of our closed
and open-ended peers for the year and it is very pleasing
that we remain ahead of the peer group median over one,
three, five and ten years. Indeed, our NAV total returns are
the strongest of any peer over the five years to the end
of 2025. The level of consistency of our excess returns
relative to the closed-end peer group of global investment
trusts is unique.
Our NAV, with debt at market value, rose from 1219.6p
per share to 1343.4p per share and our share price rose
from 1,108p to 1,252p. Our share price discount to NAV
narrowed from 9.2% at the start of the year to 6.8% by
the end. This was accretive to shareholder returns over
the year. We bought back 1.7% of our issued capital, a
total of 8.1m shares, significantly less than in 2024. We
remain committed towards our objective of achieving a
sustainably low deviation between our share price and
NAV, as well as reducing the volatility of the discount.
We enjoyed strong absolute returns from all components
of our listed equity strategies over the year but, while
some of our US value holdings produced high levels
of excess returns and our emerging markets allocation
performed well, disappointing relative returns from
our European portfolio and those of some of our US
components hampered our overall return relative to
the benchmark index. This was despite the decision to
hold underweight positions in most of the so-called
“Magnificent Seven” stocks relative to the benchmark,
which did add relative value over the year.
5Annual Report and Accounts 2025
Strategic Report
Our private equity portfolio again produced respectable
absolute returns over the year, but performance was
significantly behind that of the listed global equity
benchmark.
As our investment portfolio has significant investments in
US assets, the decline in the US dollar (of -7.4%) against
sterling was detrimental to returns but, in a year where
markets rose strongly, our gearing added value over the
year.
I am delighted to report that we were awarded the
Investment Week Investment Company of the Year Global
Award 2025. These awards highlight outstanding managers
who have delivered consistently strong performance for
investors across a variety of sectors, and who the judges
believe can continue to perform well in the future.
LONG-TERM RESULTS
We remain resolutely focused on our investment objective
of securing growth in both capital and income for our
shareholders over the long term. Over the ten years to
the end of 2025 your Company delivered a share price
total return equivalent to +12.6% per annum. Returns have
remained remarkably consistent with limited losses on an
annual basis over the past decade.
Over the twenty-year period to 31 December 2025 the
Company’s NAV return was +567.7%, equivalent to +10.0%
per annum. Our capital-only return (i.e. without dividends
reinvested) over the past twenty years was +384.3% (+8.2%
per annum) and our shareholder total return was +619.1%
(+10.4% per annum). Dividends paid to shareholders have
risen by +5.6% per annum over the past decade and by
6.5% over the past twenty years. Such results continue to
demonstrate the importance of compounding income and
capital gains over the long term.
FIFTY FIFTH CONSECUTIVE ANNUAL DIVIDEND
INCREASE
Our gross and net income generated in 2025 represented
another record high. Gross income rose by +1.3% to
£113.2m and our net revenue rose by +2.0% to £86.2m.
Special dividends fell slightly to £2.8m (2024: £3.6m). The
impact of currency movements reduced our income by
£2.2m (2024: -£3.4m). Our Net Revenue Return per share
rose by +5.6% on the year to 17.97 pence, from 17.01 pence.
It remains the ambition of the Board to deliver real rises
in dividends for shareholders over the long term that are
F&C NAV and share price performance vs Benchmark
(1)
over 10 years
F&C annual dividend growth
(2)
vs Consumer Price
Index over 10 years
Rebased to 100 at 31 December 2015
Source: Columbia Threadneedle Investments & Refinitiv Eikon
50
100
150
200
250
300
350
2017 20222015 2018 2019 2020 20212016
F&C - NAV total return
F&C - Share price total return
2023
Benchmark
20252024
100
110
120
130
140
150
160
170
180
2017
2022
2015
2018
2019
2020
2021
2016
Consumer Price index
F&C – annual dividend
per share
2023
2025
2024
Rebased to 100 at 31 December 2015
Source: Columbia Threadneedle Investments & Refinitiv Eikon
(1) See Glossary of Terms on page 120 for explanation of "benchmark".
(2) See Alternative Performance Measures on page 117.
6
sustainable. I am therefore delighted to report another
rise in the proposed annual dividend, which will again be
fully covered by our revenue earned in the year. Subject
to approval at the Annual General Meeting (‘AGM’),
shareholders will receive a final dividend of 5.2 pence per
share on 6 May 2026, bringing the total dividend for 2025
to 16.6 pence: an increase of +6.4% over that of 2024.
The increase compares to inflation of +3.4%, as measured
by CPI and means that the growth in our dividends has
exceeded UK inflation over one, three, five and ten years.
Indeed, the growth in our dividends over the past decade,
at +72.9%, is almost double that of UK inflation over the
equivalent period (+39.7%). Furthermore, our full year
2025 dividend, as well as being our fifty fifth consecutive
rise in annual dividends, is our one hundred and fifty
eighth annual dividend payment for shareholders.
We continue to benefit from a strong financial position
with respect to both our revenue reserves (£125.5m), which
represent approximately one year of dividend payments,
and our capital reserves which stood at £5.78bn at the
year end. As both are potentially distributable, we remain
very well placed to continue our track record of increasing
annual dividends well into the future.
EFFICIENCY
Our 2025 Ongoing Charges figure remained at 0.45%,
the same level as in 2024. The Board continues to
focus on delivering value for money for shareholders
as part of its performance objectives and the Manager
is also supportive of providing benefits of scale for its
clients. With effect from 1 January 2025, the Company’s
management fee has been paid at the rate of 0.3% on the
first £3.5bn of the market value of the Company (down
from £4bn previously) and at 0.25% on the value of the
Company between £3.5bn and £6bn. A new tier was
introduced, with a fee of 0.2% on market value above
£6bn applying. From 1 January 2026, the level at which
the 0.25% fee will start to apply has fallen further, to £3bn.
I would reiterate that the revised fee arrangements ensure
that your Company remains competitively positioned
relative to its peers and the Board believes that, along
with our strong long-term investment performance, this
positions the Company to both attract and retain new
shareholders over time.
BORROWINGS
We did not add to our total borrowings of £581.2m over
the course of the year. Our cash and cash equivalent
holdings were reduced from £91.1m to £84.6m. Our
effective gearing level (with debt at par) fell to 8.0% from
8.6% at the start of the year.
With our substantial long-term borrowings and low fixed
rates on our loans that extend to 2061, we remain very
well positioned to add value through investment in assets
which should be expected to deliver a superior return. Our
loans have a blended interest rate of approximately 2.4%,
which is far below current and prospective interest rates
which we would pay for short and long-dated loans.
SHARE SPLIT
The Board is recommending that shareholders approve at
the forthcoming AGM the proposal to agree a share split
for the Company’s shares, where shareholders would be
issued four shares for each share that they currently hold.
Our share price has risen from 258.5p per share at the end
of 2005 and 449.2p per share at the end of 2015 to 1,252p
per share at the end of 2025. Strong performance in our
share price over many years has led to a high share price
in absolute terms and the Board has received feedback
from shareholders that a share split would be welcomed.
The effect of a four for one share split will be to reduce
the absolute level of our price per share, without altering
the value of individual shareholders’ total holdings. A
lower price per share will be of particular benefit to
shareholders who invest monthly or elect to re-invest
their dividends and may benefit the wider shareholder
base through increasing the affordability and liquidity of
our shares. If agreed, the share split will be effected on
Monday 11 May 2026.
REDUCING CARBON INTENSITY
The Board remains committed to transitioning the
Company's portfolio to net zero carbon emissions
by 2050 ('Net Zero') and the Manager’s approach to
Responsible Investment is set out on pages 19 to 28. It
is pleasing to note that the portfolio’s carbon intensity
decreased in 2025. However, it remains above that of
the benchmark and, as I have explained previously, it is
important to be aware that progress towards Net Zero
will not be in the form of a straight-line trajectory. The
Company has an investment objective to deliver growth
in capital and income over time and the Board considers
that this remains the primary objective for the Fund
Manager. In the short term, delivering on the investment
returns objective might periodically mean increases in the
CHAIRMAN’S STATEMENT (CONTINUED)
7Annual Report and Accounts 2025
Strategic Report
overall carbon intensity of the portfolio but, over time, we
intend to reduce it both through investments in renewable
energy and other decarbonisation technologies, as well as
engaging with companies across our portfolio to ensure
their activities are aligned or aligning to Net Zero. As a
result of that engagement, companies are assessed as
to whether they are aligned, aligning, committed, or not
aligned to Net Zero and we also pay close attention to
progress on this alignment. More detail is given in the
Responsible Investment section of this report. The Board
is also cognisant that there might be short term disruption
and challenges in achieving its Net Zero target and it
has identified the failure to transition to Net Zero as a
principal risk.
BOARD COMPOSITION
Josh Bottomley was appointed to the Board on 1 September
2025, replacing Edward Knapp who stepped down from
the Board on 31 July 2025. Josh is Chief Executive Officer
of Dunnhumby, a global AI and analytics business. He was
previously an Operating Partner at CVC Capital Partners
and has held senior positions at HSBC Holdings plc, Google
Inc. and LexisNexis.
I will have served as a Director for nine years in September
this year. I will seek re-election at the forthcoming
AGM but will step down from the Board later this year.
I shall miss working with the other Board members
and with the management team, but I know I will be
leaving your Company in very capable hands and that
my fellow Directors will continue to act in shareholders’
best interests. The process to appoint my successor is
underway and is being led by Quintin Price, our Senior
Independent Director. A further announcement will be
made in due course.
F&C LIVE
Following the success of the lectures that the Company
has sponsored in previous years, I am pleased to report
that the Company again sponsored an event this year. F&C
Live was held at The Landmark London Hotel on Tuesday
3 March 2026, with the theme "The Long View: Resilience
in an Age of Upheaval" and featured thought-provoking
presentations from two distinguished speakers as well as
our own Fund Manager, Paul Niven.
Video clips will be made available to everyone on the
Company’s website, fandc.com, shortly.
ANNUAL GENERAL MEETING
The forthcoming AGM will be a "hybrid" meeting, which
will enable shareholders who cannot attend in person
to view the AGM online and to participate by asking
questions and voting if they wish. Full details of how to do
so are set out in the letter that accompanies your Form of
Proxy or Form of Direction.
Voting will be conducted by way of a poll, and you are
requested to lodge your votes ahead of the meeting by
completing your Form of Proxy or Form of Direction in
accordance with the instructions. Its completion and
return will not preclude you from attending the meeting
and voting in person. If you are unable to attend the
AGM, you are requested to 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 fcitagm@columbiathreadneedle.com.
Following the AGM, the Fund Manager’s presentation will
be available on the Company’s website at fandc.com.
OUTLOOK
As mentioned above, equity markets delivered strong
returns over the past year, even as geopolitical events and
policy shifts created periods of volatility. Encouragingly,
this progress was accompanied by a widening of market
leadership across regions and sectors, with a broader
set of companies contributing to overall gains. 2026 has
already seen significant volatility, driven by developments
in US trade policy, where the Supreme Court has
overturned the Liberation Day tariffs, and from the oil
price shock which has resulted from the US and Israeli
war with Iran. We expect volatility to remain a feature of
markets during 2026.
The global environment is undergoing a period of
significant transition. Shifts in geopolitical relationships,
supply chain structures and economic policy frameworks
are reshaping the backdrop for investors. At the same
time, the long standing dominance of the US equity
market - powered by a remarkable group of highly
profitable, capital-light technology companies - is
evolving. While it is too early to call an end to US or
technology leadership, despite near term stress in global
equity markets, the balance of drivers is changing and we
see a more diverse set of opportunities emerging across
global markets.
8
A major catalyst for this shift is the scale and speed of
the AI investment cycle. The AI revolution is ushering
in extraordinary levels of capital expenditure, with
companies and nations competing to build the data
infrastructure and energy capacity needed to support
future applications. There is justified optimism about the
long term productivity benefits that these technologies
can unlock. However, such rapid investment inevitably
brings areas of over spend and pockets of unprofitable
activity and we expect investor returns to vary widely
across the value chain.
This increasing differentiation between winners and losers
- both among those developing AI technologies and those
deploying them - reinforces the importance of disciplined
stock selection and broad diversification. Attractive
opportunities extend well beyond today’s technology
leaders and into areas that stand to benefit indirectly from
innovation, including industrials, energy infrastructure and
parts of the services economy. We see similarly broad
opportunity across geographies, with regions outside the
US contributing more meaningfully to market leadership
than in recent years.
It is a historic feature of equity markets that, the longer
the holding period, the greater the likelihood of positive
returns. Despite periods of volatility, however, the returns
generated since the Global Financial Crisis, over fifteen
years ago, have been extraordinary. Indeed, more recently,
the recovery of equity markets after Covid, and growth
in scale of leading technology stocks, have propelled
markets to new highs. Recent events remind us that
volatility, and periods of decline, are also a feature of
equity markets and we recognise that valuation levels are,
in many areas, unforgiving.
Against this backdrop, we believe that a diversified
approach across both public and private equity markets is
well suited to the environment ahead. The breadth of our
global mandate, combined with our long term investment
horizon, positions the Company to capture opportunities
created by structural change while managing the
associated risks arising from market volatility. As markets
continue to adjust to this evolving landscape, we remain
confident that our balanced and globally diversified
portfolio will continue to serve shareholders well over the
long term.
Beatrice Hollond
13 March 2026
CHAIRMAN’S STATEMENT (CONTINUED)
9Annual Report and Accounts 2025
Strategic Report
FUND MANAGER’S REVIEW
“STRONGER EARNINGS FOUNDATIONS, MORE
OPPORTUNITIES WITHIN GLOBAL EQUITY MARKETS
AND A MORE EVEN DISTRIBUTION OF MARKET
LEADERSHIP SUPPORT A FAVOURABLE ENVIRONMENT
FOR DIVERSIFIED GLOBAL EQUITY INVESTORS.”
MARKET BACKDROP
Global equity markets delivered strong returns in 2025,
though the year was marked by sharp swings in investor
sentiment and volatility in equity prices. An early year sell
off - triggered chiefly by US trade policy announcements
- was followed by a strong recovery, as resilient global
growth and renewed interest rate cuts supported equity
markets. Many indices ended the year at record highs,
with the FTSE All-World (Total Return) Index up 14.2% in
sterling terms.
A key theme over the year was a significant shift
in regional market leadership, as non-US equities
substantially outperformed the US market. Indeed,
equity markets in Europe, the UK, emerging markets and
Japan all outperformed US equities - the first time all
these regions have simultaneously outpaced American
markets in over two decades. This market rotation, and a
broadening of returns beyond the US and the mega-cap
technology companies, follows an extended period of US
dominance that saw American equities grow to represent
more than 60% of the global equity market index, rising
from approximately 45% in 2010.
US trade policy was a key driver of volatility in global
markets with President Trump announcing ‘Liberation Day’
in early April, proposing tariff measures which were greater
than expected. These measures targeted trading partners
with a 10% baseline tariff level and higher country-specific
tariffs intended to achieve reciprocity in trade barriers
faced by the US. China retaliated with tariffs of their own
which prompted a further escalation from the US. Equity
markets initially fell sharply, fearing the impact of a global
trade war and concerns around growth and inflation.
Negotiations over tariff levels helped to reduce market
stress and supported a recovery but broader uncertainty
over US policy and a resumption of interest rate cuts by
the US Federal Reserve led to dollar weakness over the
year, a headwind for investors in dollar-denominated
assets. Indeed, sterling rose from 1.25 to almost 1.35
relative to the US dollar over the year as the dollar posted
its worst first half performance since 1973. Gold and silver
posted their strongest annual gains since 1979, returning
65% and 148% respectively in US dollar terms, driven by
the weakness in the US currency, above target inflation
globally and ongoing geopolitical uncertainty.
F&C share price 2025 (pence per share)
950
975
1,000
1,025
1,050
1,075
1,100
1,125
1,150
1,175
1,200
1,225
1,250
1,275
Dec
2024
Mar
2025
Jun
2025
Sep
2025
Dec
2025
Source: Refinitiv Eikon
10
Investors had begun the year with excitement around
companies with exposure to the Artificial Intelligence
(‘AI’) theme and for reduced regulation in the US
that was expected to drive improvement in corporate
earnings. In dollar terms, the S&P 500 delivered another
year of solid returns, though performance within the
"Magnificent 7" technology stocks proved to be mixed.
Only two of those leading seven companies - Alphabet
and Nvidia - outperformed the bellwether S&P 500
index. Greater selectivity within this group of leading
companies reflected investors' assessment of AI winners
and losers amid rising capital expenditure on AI-related
infrastructure. Investor sensitivity to corporate capital
expenditure plans was evident early in the year when,
in January, Nvidia shares fell sharply (before staging
a powerful recovery) following the release of a new
AI model from Chinese company DeepSeek, which
suggested the possibility that effective AI models could
be developed at substantially lower costs than previously
expected, with resultant implications for demand for
semiconductors and AI-related infrastructure.
European equity markets performed strongly, boosted
in part by pledges for increased government spending.
In Germany, the new coalition government proposed
to reform the constitutional debt brake to facilitate
higher defence spending, as well as to fund a €500bn
infrastructure fund. Russia’s invasion of Ukraine was a key
reason why NATO member states agreed to raise defence
spending targets significantly while also reflecting a
desire to reduce reliance on the US and a broader regional
pivot towards increased defence investment.
In the UK, equity markets advanced despite bouts of Gilt
market volatility linked to shifting fiscal expectations. Gilt
yields rose sharply in July after the Government reversed
planned cuts to welfare spending, while fresh market
pressure emerged in November as the market speculated
over the state of Government finances which would result
from the Budget. Despite initial concerns, the Chancellor’s
Budget was generally well received by markets, with
the fiscal headroom larger than expected and planned
Government bond issuance for the fiscal year coming in at
below market forecasts.
Japanese equities advanced as the economy moved away
from three decades of deflation and on expectations of
increased government spending and pro-growth policies.
There was also a leadership change when Sanae Takaichi
was elected LDP leader in October and became Prime
Minister later that month.
Emerging markets delivered strong performance over
the year, driven in part by the weaker US dollar and cuts
in US interest rates, while markets in Korea and Taiwan
benefitted from ongoing strength in Asian technology
and the demand for semiconductors.
Inflation remained elevated across major economies,
though there was significant divergence in central bank
policy responses over the year. In the US, economic data
weakened in the second half, with a worse-than-expected
July jobs report leading Federal Reserve Chair Powell to
strike a dovish tone at the Jackson Hole economic policy
symposium. Continued economic weakness subsequently
prompted the Federal Reserve to deliver three
consecutive quarter point cuts in interest rates between
September and December.
In contrast, the European Central Bank began the year by
easing policy as the Eurozone grappled with lacklustre
economic growth and potential trade war concerns. Those
concerns eased in the second half of the year, with the
deposit rate held steady, and the ECB upgraded growth
and inflation forecasts. In contrast, having abandoned its
ultra-loose monetary policy in 2024, the Bank of Japan
raised interest rates twice, taking the policy rate to 0.75%
- the highest level since 1995.
INVESTMENT PERFORMANCE
As explained on page 35, our investment strategy remains
one of managing the Company’s assets across a range of
diversified investment portfolios, each adopting their own
individual investment approach. Each individual portfolio
invests on a global or a regional basis using the wide
range of skills and resources available from the Manager
or, in the case of the majority of our US exposure and our
emerging markets exposure, from external third-party
managers. We invest in both public and private equity
opportunities across the world and adopt this diversified
approach to smooth returns for investors with the
objective of delivering growth in both capital and income
over the long term.
FUND MANAGER’S REVIEW (CONTINUED)
11Annual Report and Accounts 2025
Strategic Report
Contributors to total returns in 2025 (%)
Portfolio return
(1)
11.2
Management fees -0.4
Interest and other expenses -0.1
Share buybacks 0.1
Change of value of debt -0.1
Gearing/other 0.9
NAV total return 11.6
Change in share price discount 3.0
Share price total return 14.6
FTSE All-World (Total Return) Index 14.2
Source: Columbia Threadneedle Investments
(1) See Glossary of terms on page 120 for explanation of "Portfolio return".
Underlying Classification of Listed Investment
Portfolio as at 31 December 2025 (%)
Information Technology 27.3
Financials 18.7
Industrials 11.2
Consumer Discretionary 11.2
Healthcare 8.7
Communication Services 7.9
Consumer Staples 3.4
Energy 3.3
Utilities 3.3
Materials 3.3
Real Estate 1.7
Source: Columbia Threadneedle Investments
LISTED EQUITIES
All of our regional equity strategies delivered positive
returns over the year, with emerging markets (+27.6%) the
area with strongest gains. Indeed, our emerging markets
exposure strongly outperformed the developed and
global strategies, with North America (+8.2%) lagging
other areas of listed equities. It was a good year, in
absolute terms, for Europe (+16.9%) and Japan (+15.7%),
while our exposure in private equity (+5.3%) lagged.
Within the US, Nvidia (+29.3%) continued its strong
run of performance on the back of resilient demand for
its semiconductor chips. Nvidia, which reached $5trn
in market value at the end of October, less than four
months after becoming the first to breach the $4trn level,
continues to be the Company’s largest listed holding. Our
overweight exposure to this holding within our equity
allocation throughout the year had a positive impact
on both our absolute and relative performance. While
the gains in Nvidia outpaced the broader market, other
Magnificent Seven companies did not perform as strongly
as the prior year. Indeed, along with Alphabet (+54.5%),
Nvidia was one of only two companies within this cohort
to deliver stronger returns in 2025 than the S&P 500.
Our lighter-than benchmark exposure to Apple (+1.5%),
Amazon (-2.1%), Microsoft (+7.6%) and Tesla (+3.6%),
which all underperformed the broader global equity
market, was a tailwind for our relative returns.
Weighting, stock selection and performance over one year in each investment portfolio strategy and underlying
geographic exposure versus Index at 31 December 2025
Investment
Portfolio Strategy
Our portfolio
strategy
Weighting %
Underlying
geographic
exposure %
(1)
Benchmark
Weighting %
Our strategy
Performance %
Net Index
Performance
in sterling %
North America 39.1
62.7
65.2 8.2 10.0
Europe inc UK 8.6
19.5
14.7 16.9 26.2
Japan 4.4
5.5
5.7 15.7 16.7
Emerging Markets 6.1
8.7
10.4 27.6 24.4
Developed Pacific –
3.6
4.0 – 31.3
Global Strategies
(2)
30.4
–
– 13.6 14.2
Private Equity
(3)
11.4
–
– 5.3 –
(1) Represents the geographic exposure of the portfolio, including underlying exposures in private equity and fund holdings.
(2) The Global Strategies allocation consists of Global Income, Global Focus and Global Enhanced.
(3) Includes the holdings in Schiehallion and Syncona.
Source: Columbia Threadneedle Investments
12
With our overall underexposure to the Magnificent Seven a
positive for relative returns, our broader portfolio delivered
robust absolute returns. Among these companies, Applied
Materials (+48.6%) and TSMC (+45.1%) both benefitted
from enthusiasm for the AI theme.
NORTH AMERICA
Continued strong performance from highly-valued growth
stocks in the US led to another year of outperformance of
growth against more lowly-rated value stocks. However, it
was notable that the outperformance of ‘growth’ (of 2.5%)
was narrower than in previous years (19.4% in 2024 and
29.4% in 2023). Indeed, ‘value’ outperformed growth in
the fourth quarter by 2.7%, suggesting a potential shift in
sentiment from mega-cap technology companies towards
cheaper stocks.
Market concentration and a narrow return profile
remained a key feature of the US market last year. Indeed,
the weight of the Magnificent Seven remained at around
a third of the US market and an equally weighted version
of the S&P 500 underperformed the headline index return
by 6% last year, reflecting outperformance of larger
companies in the index.
Our North American returns (+8.2%) were behind
those of the regional benchmark (+10.0%) despite
strong returns from the value strategy managed by
Columbia Threadneedle Investments (+18.5%), which
was substantially ahead of the Russell 1000 Value Index
(+7.8%). This component of the portfolio benefitted
from strong stock selection across a number of holdings
in Materials, Financials, Industrials, Technology and
Healthcare in particular. Barrick Mining (+166.9%) was one
of the strongest performing holdings across our entire
portfolio, fuelled by record operating profits and free cash
flows, a rise in production at key assets and, of course,
by strong tailwinds arising from exceptional strength in
gold prices. Freeport McMoran (+26.0%) was also a key
beneficiary of rises in copper and gold prices over the
year.
Corning (+74.7%), a technology holding with key
business lines focused on optical communications and
AI infrastructure, reported a return to profitability after
prior losses, benefitting from demand for products related
to data centre expansion. Applied Materials benefitted
from strong demand for semiconductor equipment
and services while CVS Health (+71.5%) was buoyed by
strong growth across its healthcare benefits and services
businesses as well as through growth in its pharmacy
franchise. Financial stock Citigroup (+58.6%) and
Caterpillar (+49.2%), the manufacturer of construction and
mining equipment, were also key contributors to excess
returns.
In contrast, our other US value portfolio, managed by
Barrow Hanley, was challenged in 2025 by poor stock
selection and size-factor headwinds, returning +3.0%,
lagging the Russell 1000 Value Index return. The longer-
term track record of the strategy, however, remains strong.
The position in Vertiv (+32.9%), a strong performer for
us over the past two years, was again a top contributor
to returns in the portfolio. The manager sold out of the
position entirely at the end of 2024, ahead of a sharp sell-
off in the stock which was driven by concern arising from
the Deepseek announcement in January. Barrow Hanley
did, however, use this weakness to repurchase Vertiv,
which continues to benefit from strong demand for its
cooling systems in the build out of AI data centres.
Stock selection in Healthcare, Technology and Financials,
as well as an under-exposure to larger capitalised
companies, all contributed to the underperformance
of the strategy. Avantor (-49.4%), a ‘picks and shovels’
provider of products and services to the life sciences and
biotechnology industry, was a notable detractor as the
company continued to face operational challenges and
volume headwinds. Fidelity National Information Services
(-21.7%), a fintech firm focused on transaction processing
solutions for banks alongside capital market solutions,
was another detractor. Despite working to reshape its
business to be sustainably faster growing with higher
margins, the stock de-rated on wider industry challenges.
In this portfolio, a lack of exposure to memory providers,
some of which trebled in price on the year, was also a key
detractor from relative performance.
Our US growth portfolio, managed by JPMorgan, returned
+6.6% over the year, which was behind the Russell 1000
Growth Index (+10.3%). Despite modest outperformance
over the first quarter, driven by a lighter-than benchmark
allocation to high growth technology stocks, the strategy
lagged over the remainder of the year, following a shift
in market leadership post “Liberation Day”. Indeed, from
April, a handful of companies - the Magnificent Seven,
Broadcom (+40.2%) and Palantir (+118.7%) - accounted
FUND MANAGER’S REVIEW (CONTINUED)
13Annual Report and Accounts 2025
Strategic Report
for nearly three quarters of the Russell 1000 Growth index
return.
While the portfolio held significant positions in high-
growth technology stocks that drove market returns, an
overall underweight allocation to this sector detracted
from performance. Two newly established positions
proved particularly beneficial, however: Insmed (+134.6%)
and Robinhood (+182.5%). Both positions were built
gradually as conviction on each investment thesis
increased throughout the year. Despite being a new
holding, Insmed became one of the largest contributors
to excess returns following the approval of its drug
Brinsupri for treating non-cystic fibrosis bronchiectasis, a
progressive lung disease.
Other notable contributors included positions in Spotify
(+20.8%) and Goldman Sachs (+45.8%). Spotify's strong
performance was driven by robust user growth, with the
company announcing it had reached 700 million monthly
users and over 281 million premium subscribers - a 12%
year-over-year increase. The company also announced
the integration of OpenAI's ChatGPT in the fourth quarter,
allowing users to leverage the chatbot to discover artists,
songs and playlists. Goldman Sachs benefitted from a 42%
surge in third-quarter investment banking fees, supported
by advisory work on deals worth over $1 trillion in the first
nine months of the year, including the $55bn Electronic
Arts transaction.
Finally, our allocation to North American core holdings,
managed by Columbia Threadneedle Investments,
returned +7.3%, lagging the FTSE North America return
of +10.0%. This strategy targets a proprietary alpha
factor based on identifying stocks which display growth
at a reasonable price, with positive momentum, whilst
controlling exposure to other factors and risk. Overweight
positions in NRG Energy (+66.5%) and Monolithic Power
Systems (+43.7%) were additive to returns, although
holdings in software companies such as ServiceNow
(-32.8%) and Salesforce (-25.8%) detracted.
EUROPE
The performance of our European strategy was
disappointing in 2025 and followed strong relative
performance in the prior year. The European market saw
outperformance of more lowly-rated stocks, both across
and within sectors and, therefore, our focus on high
quality businesses with strong growth characteristics
faced significant headwinds. In addition, over-exposure
to some perceived ‘AI losers’ detracted from returns.
The largest contributors, in relative return terms, were
all banks, including Bank of Ireland (+105.1%), National
Bank of Greece (+90.2%), Intesa Sanpaolo (+73.2%)
and Standard Chartered (+89.0%). Despite these strong
contributions, a lack of exposure to lower quality names in
the sector, including Commerzbank (+148.0%), Deutsche
Bank (+115.5%), Societe Generale (+181.3%) and a number
of Spanish banks, detracted from our overall return.
The single biggest negative in our European portfolio
was Smurfit Westrock (-30.8%) which, after being a top
positive contributor to the strategy in 2024, performed
very poorly on the back of concerns over the impact of
US tariffs and weak packaging demand. In addition, a lack
of earnings momentum hampered returns, as the costs of
the merger with Westrock were front-loaded, before the
expected benefits had been realised. Exposure to Novo
Nordisk (-43.6%) was also a detractor, suffering from a cut
in sales and profit guidance due to increased competition
from generic and compounded GLP-1 products and
slower-than-expected sales in some of their key markets.
The other significant area of negative relative
performance came from the Media and Software sub
sector, an area where our exposure has performed
strongly for many years. In 2025, the market assigned
this segment as one of the likely losers from AI adoption.
Despite good operating results, Pearson (-16.4%), Relx
(-15.4%), Publicis (-5.7%) and SAP (-6.3%) were all very
weak performers. In response to potential challenges to
their business models we did sell the first three of those
companies, retaining SAP where we have more confidence
that the business will not only be AI-resilient but that it
can benefit from technological change.
The final area which hindered our returns in this strategy
was an initial lack of exposure to Aerospace and Defence
stocks – highly performing sectors which benefitted
from plans to increase defence spending in Europe. We
subsequently added positions in BAE (+52.1%), Safran
(+49.6%) and Airbus (+38.3%) during the year.
JAPAN
Our Japanese strategy (+15.7%) was slightly behind its
benchmark index (+16.7%). Japanese markets performed
strongly over the year, driven by improving corporate
earnings and a focus by companies on the enhancement
14
of shareholder returns. Semiconductor and AI-related
stocks led the rally, while sustained foreign investor
buying, expectations for structural reforms and supportive
policy measures (despite rises in interest rates) provided
additional positive momentum throughout the year.
Our strategy maintained overweight positions in
Financials and Industrials throughout 2025, while
remaining underweight in Consumer Staples, Healthcare
and Materials due to limited attractive investment
opportunities in those sectors. The allocation to Financials
was increased, capitalising on compelling valuations and
anticipating that the Bank of Japan's monetary tightening
cycle would serve as a positive catalyst for the sector.
Several holdings made notable positive contributions to
performance. Kinden (+115.0%), an engineering business,
continued to benefit from increased orders for power
transmission line construction and renewable energy
projects, supported by optimistic earnings expectations.
PAL (+27.2%), a clothing retailer, enjoyed sharp gains in
the third quarter following disclosure of year-over-year
operating profit growth, driven by nearly 16% growth in
online sales and an improved freight cost-to-sales ratio.
Conversely, detractors included Sanwa (-10.9%), a
commercial shutter manufacturer, which declined amid
concerns about sluggish recovery in its US housing
segment; Otsuka (-13.7%), an IT services company, which
underperformed market expectations as the business
moved past peak earnings with diminished upside
potential; and Sekisui Chemical (-6.4%) as it faced
headwinds as earnings fell short of estimates due to tariff-
related cost increases and foreign exchange volatility,
leading to share price weakness towards the year end.
EMERGING MARKETS
We appointed Invesco Asset Management to manage
our emerging markets strategy in March 2025. Overall,
our emerging markets allocation delivered strong
performance, with a return of +27.6%, compared to the
MSCI Emerging Markets Index return of +24.4% for the
year.
Technology stocks were a major contributor to
performance, supported by AI-driven investment. While
the portfolio’s underweight position in Technology
detracted from relative performance, this was largely
offset by positive stock selection, in particular the strong
performance of Samsung Electronics (+120.1%). ‘Value-up’
reform momentum continued to build across the region,
particularly in South Korea, with an overweight position
in this market adding value, although stock selection here
detracted slightly as some holdings lagged the broader
market rally.
The portfolio’s underweight position in India was a
big benefit to relative performance as that market
underperformed due to high starting valuations, subdued
earnings, currency weakness and the large volume
of equity issuance. Stock selection also contributed
positively, with Shriram Finance (+55.0%) a notable
contributor to our returns.
Our exposure in Latin America supported performance,
particularly the portfolio’s tilt towards Brazil, although
strong positive contributions from Vale (+56.7%), real
estate developer Cyrela (+107.2%) and Telefonica (+57.6%)
were offset by weakness from Banco do Brasil (-0.3%)
and Petrobras (-4.2%), while Ambev (+34.4%) and retailer
Lojas Renner (+23.0%) slightly lagged a strongly rising
market.
Commodity-related stocks contributed positively, led
by Valterra Platinum (+189.4%) as precious metal prices
continued to climb, with higher copper and iron ore prices
also buoying the likes of Grupo Mexico (+93.2%) and Vale.
In our Asian exposure, Hong Kong conglomerate Jardine
Matheson (+63.0%) added significant value, supported
by strong performance across its group businesses.
Meanwhile, stock selection in China was mixed: strong
gains from Tencent Music (+46.7%) and NetEase (+47.7%)
helped offset weakness in JD.com (-21.5%) and Autohome
(-13.9%). Selected consumer-related holdings also
detracted, including Yili dairy products (-2.4%), Gree
Electric appliances (-8.0%) and China Resources Beer
(-0.2%).
Finally, stock selection in financials was strong, with
notable contributions from Samsung Fire & Marine
(+38.6%), Kasikornbank (37.3%) in Thailand and Peru’s
Credicorp (+53.9%), which helped to offset weakness
in Bank Rakyat Indonesia (-11.3%) amid political and
macroeconomic uncertainty. Banco do Brasil and HDFC
Bank (+0.4%) also underperformed.
FUND MANAGER’S REVIEW (CONTINUED)
15Annual Report and Accounts 2025
Strategic Report
GLOBAL STRATEGIES
The combined return from our Global Strategies (+13.6%)
was just behind that of the index (+14.2%). Our exposure
to Global Income (+18.8%) was ahead of benchmark and
Global Enhanced (+14.0%) performed in line.
Our Global Focus strategy (+8.2%), however, which
delivered strong performance in 2024, underperformed
its benchmark in 2025. As a strategy focused on quality
growth companies, the strong performance of value
stocks in Europe and Japan, led by banks and defence
companies, was a significant headwind to performance.
Similar to the experience of our European strategy,
software and business service companies generally
underperformed the market, with stocks such as Relx,
Experian (-1.1%) and SAP detrimental to our returns.
Much of the narrative surrounding this downturn focused
on those companies being ‘AI Losers’ and, although
the intensive capital expenditure of hyper-scalers like
Amazon, Meta and Microsoft is a concern, many of these
quality stocks continued to post impressive earnings
growth and positive earnings revisions.
Positive contributors to performance for the year included
Applied Materials and Western Digital (+257.1%). Howmet
Aerospace (+74.9%), an aircraft engine and engine parts
company that had performed well in 2024, continued
to contribute positively to performance. Similar to our
European strategy, detractors included SAP and Smurfit
Westrock.
Our Global Income allocation, which targets a diversified
exposure to stocks which provide a higher dividend
yield than the market, returned +18.8%. This was ahead
of both high yield index comparators and the broader
global equity benchmark. This strategy continues to be
helpful for managing our overall revenue and has, over
a period of more than a decade, delivered results which
have exceeded broad index returns, while providing a
higher income for the Company. The strong performance
of this strategy was helped by its exposure to banks such
as HSBC Holdings (+57.9%), BNP Paribas (+58.0%), ING
Groep (+79.7%) and Morgan Stanley (+35.1%) which all
contributed positively to relative returns.
Over 2025, our Global Enhanced strategy returned
+14.0%, broadly in line with its global benchmark which
returned +14.2%. Top performers were Expedia (+42.7%)
and Monolithic Power Systems (+43.7%). Shares in
Expedia gained significantly in the second half of the
year as the company raised its full-year gross booking
and revenue outlook, shrugging off concerns regarding a
slowdown in consumer spending. Overweight positions
across ServiceNow (-32.8%), Salesforce (-25.8%) and
HubSpot (-46.4%) were, however, a drag on relative
returns for the strategy.
PRIVATE EQUITY
Our private equity portfolio delivered a reasonable
return of +5.3% over the year but this was well behind
the returns from listed equities for the third consecutive
year. Consequently, while this allocation did add value
in absolute terms, it detracted from our overall return
relative to the benchmark index (as our listed equity
comparator rose by 14.2% on the year).
2025 saw an environment of constrained liquidity across
the private equity market with still-sluggish deal flow
and historically lower levels of exits. Nonetheless, PE
Investment Holdings 2018 LP, which is managed by
Columbia Threadneedle Investments, delivered a return of
+5.1% and over the year it received distributions totalling
£48.2m, against drawdowns on investment of £62.7m. Our
exposure within this programme tends to be focused on
mid-market businesses where valuations are attractive and
where they have high levels of cashflow generation. Our
holding in Prestige, the leading Bulgarian confectionery
group, was written up by £15.3m, reflecting an uplift from
depressed valuations at which we purchased the company
(from a seller with a strong interest in concluding a sale)
and strong operational performance. We also benefited
from a £5m uplift in our holding in Kelso Pharma, the
specialist pharmaceutical platform with a portfolio of
branded generic drugs, predominantly sold into the NHS.
We received distributions from several positions during
the year, including our co-investment in Dutch-based
Amethyst Radiotherapy (for £20.0m) which delivered
a 1.8x return on our investment and an internal rate of
return of 11.0%. We chose to commit some of the proceeds
(€15m) into a new vehicle which includes this company
as we believe there is further scope for substantial value
creation in this holding. Fifteen additional underlying
companies were sold, with a modest average uplift to
the previous holding value. The uplift on exits which was
achieved over the year was below longer-run averages,
reflecting weaker capital markets in 2025 as well as a
higher proportion of ‘continuation vehicle’ exits, with
16
these transactions being typically priced around the NAV
of each holding. Here, such continuation vehicles acquire
one or more assets from an existing fund that is nearing
the end of its life.
Our portfolio also benefited from an uplift (£2.4m,
including the impact of distributions) in the value of
Inflexion Strategic Partners, a leading UK mid-market
private equity firm, reflecting the strong growth in assets
under management and continued robust financial
performance.
Over recent years we have sought access to leading
global growth and venture private equity managers
through our bespoke Pantheon Future Growth
programmes. These programmes comprise $360m of
total commitments, across two vintages, which have a
long time horizon and we remain several years away from
being fully drawn on our commitments. Whilst the recent
improvement in broader private markets is a benefit,
we continue to take a long-term perspective regarding
this exposure in our portfolio and it was pleasing to see
an uplift in performance (+4.5%), with our exposure
showing positive progress in its holding valuation over the
year. This component had a drawdown of £41.2m and a
distribution of £2.7m over the year.
Syncona (-10.0%), a backer of healthcare companies, had
poor returns for a third consecutive year. However, our
position in Schiehallion (+20.8%) had another very strong
year. It is managed by Baillie Gifford and invests in late-
stage disruptive technology businesses. Schiehallion's
holding in SpaceX has risen to almost 14% of its portfolio,
following its recent valuation of $800bn. An IPO of this
holding appears increasingly likely in 2026.
Older fund investments which we largely hold with
Harbourvest and Pantheon returned £8.3m during the
year. We continue to work with the managers to realise
value from these holdings as they head towards their end
of life. They represented approximately 0.4% of the total
portfolio value as at end of 2025.
PORTFOLIO ACTIVITY
We made several changes to our portfolio allocations
during the year and were net sellers of equity holdings,
in part to fund share buybacks. The majority of our sales
involved a reduction in our US listed equity exposure,
predominantly through dis-allocation from our US
core portfolio, managed by Columbia Threadneedle
Investments (where we sold a net £155m) and from our
Global Enhanced portfolio, primarily allocated to US
equities (where we sold a net £75m).
We review periodically the investment management
options both internally and externally for each component
within the Company. Following a thorough research
process across the entire universe of emerging markets
managers we identified Invesco as our preferred manager.
As a result, in March 2025 we divested from the strategy
managed by Columbia Threadneedle Investments and
funded a new mandate managed by Invesco, which is more
style agnostic than the previous strategy. The experienced
Invesco team use a robust and consistent valuation-driven
FUND MANAGER’S REVIEW (CONTINUED)
Private Equity portfolio
Commitment outstanding
31 December 2025
£’000s
Value of holding
31 December 2025
£’000s
Total Private Equity portfolio
(1)
Brought forward
365,731 636,592
Committed in 2025
(2)
28,222 –
Cash drawn in 2025
(2)
(97,399) 97,399
Cash returned in 2025
(2)
– (53,034)
Valuation movements
(3)
– 52,929
Exchange movements
(3)
(8,514) (16,258)
Total Private Equity portfolio
(3)
Carried forward
288,040 7 17,628
(4)
(1) Exchange rates ruling at 31 December 2024
(2) At actual exchange rates in 2025
(3) Exchange rates ruling at 31 December 2025
(4) Total does not include investments in Syncona and Schiehallion, which are classified as Level 1 investments.
Source: Columbia Threadneedle Investments
17Annual Report and Accounts 2025
Strategic Report
approach to build a portfolio of around 50 emerging
markets stocks with strong balance sheets. Despite
the valuation-driven approach the team has delivered
consistent outcomes across different market conditions,
sectors and countries. Furthermore, our assessment of
the individuals involved and their interactions with each
other reflected a strong and cohesive team with a top-
tier investment culture. It was pleasing that since the
change, the Invesco managed portfolio outperformed its
benchmark.
In addition to these allocation changes we implemented
some derivatives transactions during the year. In reflecting
a large position in US dollar-denominated assets, and the
risks to our capital return arising from potential strength
in sterling, we bought £100m of sterling relative to the
US dollar, through foreign exchange forward contracts.
This position was closed after the year end and resulted
in a capital loss of £2.1m. In addition, reflecting our more
positive perspective on emerging markets equities relative
to global equities, we chose to reduce our Japanese
equity position, via futures, and increase the exposure to
emerging markets, also via futures. While our position in
emerging markets equities gained in value, the effect of
reducing exposure to Japanese equities, during a period
of market strength, more than offset this gain and this
resulted in a capital loss of £2.6m.
Finally, in terms of our private equity exposure, we
deployed £56.2m in fresh capital into PE Investment
Holdings 2018 LP and realised £42m in distributions. The
investment commitments to our two Pantheon Future
Growth programmes (of $180m each) are still drawing
capital and we do expect further calls for capital over the
coming year.
REVENUE RETURNS
Our gross and net income both reached new highs in
2025, rising by 1.3% and 2.0%, respectively. Net revenue
return per share climbed to 17.97p, from 17.01p in 2024.
Sterling detracted £2.2m, compared with a £3.4m
negative impact in 2024.
Our dividend has continued its record of exceeding
inflation rates over the long term and, as our planned total
dividend payment of 16.6p for the full year is less than
that our annual revenue, we will modestly increase again
the level of our revenue reserve. Subject to approval at
the AGM, we will deliver our fifty fifth consecutive annual
dividend increase for shareholders in May of this year.
GEARING
Our gearing stood at 8.0% at the end of the year,
below our starting year level of 8.6%. The effect of our
gearing, during a year of strong rises in the values of our
investments, added 0.9% to our NAV total return for the
year.
At year end, the nominal value of our total borrowings
was £581.2m, though the effect of a rise in market interest
rates since the loans were agreed served to reduce the
market value of our outstanding debt to £378.4m and
we held £84.6m in cash. Our blended average interest
rate on our outstanding loans is 2.4%, which remains
exceptionally low by historic standards. Over the long
run, we expect the returns from our investments made
from these borrowings to exceed the cost of our debt and
therefore be accretive to NAV returns.
Our debt maturity profile is diversified and, excluding a
small perpetual debt instrument, extends out to 2061,
where we have sterling borrowings with a coupon of
1.87%. We do, however, have a loan which matures in 2026
and gearing levels have declined in recent years as equity
markets have performed strongly and as the fair value of
our debt has declined, driven by rises in market interest
rates. The Board will, therefore, assess opportunities to
secure borrowings at advantageous rates for shareholders
as the year progresses.
CURRENT MARKET PERSPECTIVE
It has been a volatile and challenging start to the year,
with geopolitics and regional conflict both front of mind
for investors. The outlook for global equities in 2026 had
appeared to be constructive, driven by by a combination
of improving fundamentals, shifting regional dynamics
and an increasingly differentiated return profile across
markets and sectors. Indeed, after a year in which
earnings expectations outside the US proved overly
optimistic, the balance of risks in 2026 appears more
evenly distributed.
The early part of 2026 has, however, been dominated
once again by US policy actions. First, the decision of
the Supreme Court to overturn US tariffs has been met
with resistance from the President, and a determination
18
to push ahead with broadly equivalent tariffs through
alternative mechanisms. The resultant uncertainty, with
renewed threats from the US administration, risks more
confusion over future trading relationships and a potential
knock-on impact to corporate activity. Second, the US
and Israeli war with Iran has generated a significant rise
in energy prices which have the potential to increase
inflation again and derail the constructive growth
backdrop. The economic pain which the conflict inflicts
will be a direct result of the disruption to energy supplies
which unfolds in the coming weeks and months. Despite
history suggesting that, on many occasions, such events
tend to have relatively limited long-term impact on
markets, investors are fearful that conflict in the Middle
East will spread in extent and duration.
Until the Iran war, we had entered the year with a clearer,
more stable corporate earnings backdrop, supported
by evidence that growth is becoming less concentrated
than in previous cycles. Across major economies, inflation
trends had been moving in the right direction and central
banks - most notably the US Federal Reserve - are still
expected to ease policy.
Regional valuation disparities remain a defining feature of
equity markets. The US continues to demonstrate robust
earnings delivery but valuations in several areas reflect
elevated expectations. By contrast, many international
markets - particularly Europe, Japan and parts of
emerging markets - offer a combination of improving
fundamentals and more attractive starting valuations. This
creates a more balanced global opportunity set than has
been seen for several years.
A key driver of market behaviour will again be the
development and adoption of AI-related technologies.
The pace of investment across hardware, infrastructure
and software remains extremely high and we expect this
to continue. However, the pattern of returns within the
theme is becoming increasingly uneven as the market
differentiates between companies capable of sustaining
returns on high capital expenditure and those whose
investments may not generate economic value. This
dispersion is likely to persist. From our perspective,
this creates opportunities for stock selection across the
value chain - semiconductors, data centre infrastructure,
enterprise software and selected industrial applications
- while reinforcing the need to avoid areas where
business models are more vulnerable to competitive or
technological pressure.
We also expect cyclical and value oriented parts of the
market to play a more meaningful role in returns than
in recent years. Improvements in earnings momentum
across banks, industrials and selected commodity linked
businesses, coupled with more moderate valuations, give
these areas scope to contribute alongside long-duration
growth companies. The rotation seen in 2025, although
not uniform, provides a useful reminder that leadership in
global equity markets is no longer confined to a narrow
cohort of companies.
Against this backdrop, the breadth of our investment
universe - encompassing multiple underlying strategies
across regions, styles and both public and private
markets - remains a significant advantage. The
diversification across growth, value, income and factor
driven approaches allows the portfolio to participate in a
widening range of opportunities while limiting reliance on
any single theme, region or market style. It also positions
us well to capture differentiated drivers of return as the
global earnings cycle continues to broaden.
While geopolitical developments and policy shifts will
inevitably create periods of volatility, we entered 2026
with a constructive but disciplined outlook. Stronger
earnings foundations, more opportunities within global
equity markets and a more even distribution of market
leadership support a favourable environment for
diversified global equity investors. We remain focused
on identifying high quality companies across public and
private markets with the potential to generate sustainable
long term returns and believe that the portfolio is well
positioned to benefit from the opportunities ahead.
Paul Niven
Fund Manager
13 March 2026
FUND MANAGER’S REVIEW (CONTINUED)
19Annual Report and Accounts 2025
Strategic Report
OUR APPROACH TO RESPONSIBLE
INVESTMENT
AS STEWARDS OF MORE THAN £6 BILLION OF ASSETS, WE BELIEVE INVESTING
RESPONSIBLY IS FUNDAMENTAL TO LONG-TERM WEALTH CREATION. IN THIS
RESPECT THE COMPANY BENEFITS FROM THE MANAGER’S APPROACH TO
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES.
OVERVIEW
We believe that good financial outcomes are more likely to
be achieved if we fully understand the risks and opportunities
that relate to the markets in which we invest. Environmental,
Social and Governance ('ESG') factors are critical components
of this understanding. As a responsible investor we need to
ensure that we, and the companies we invest in, have a robust
approach to managing environmental and social risks and
opportunities. We also expect good governance practices
which we believe positions issuers better to manage risks,
identify opportunities and deliver sustainable growth. We
have a Manager that integrates material ESG factors into its
research, investment and stewardship activities.
Our approach covers our own governance responsibilities on
matters such as the composition of the Board, as well as the
responsible investment approach of the Manager regarding
our portfolio of investments. In setting and reporting on our
responsible investment policies, we have considered relevant
regulatory guidance including the Companies Act 2006 (the
'Act'), the UK and AIC Corporate Governance Codes and the
Task Force on Climate-related Financial Disclosures ('TCFD')
(1)
.
The primary purpose of this report is to provide shareholders
with a clear understanding of our approach to responsible
investment and how that is integrated into the Manager’s
investment process. It also outlines how we are implementing
our commitment to achieve a net zero carbon emissions
portfolio by 2050. We also explain our stewardship in terms of
engagement with portfolio companies and our voting practice;
how we measure our progress; and how we have performed
against those measures. We recognise the importance of
disclosing information that is relevant, reliable and, as far as
possible, ensuring that it is presented in a consistent way from
year to year in order that our progress can be assessed.
OUR APPROACH
Whilst we are cognisant of the importance of ESG factors, the
Company is not an investment trust with specifically targeted
ESG or sustainable characteristics. However, as part of its
overall risk management process, the Manager integrates
the consideration of financially material ESG factors into its
research and investment process and encourages issuers to
manage these ESG risks and opportunities better through
its engagement and voting activities. Consideration of these
factors can help assess future investment risk and unlock
potential new investment opportunities.
In 2024 we broadened our approach beyond the primary
focus on climate change and agreed four priority themes:
Social Media and Responsible AI, Human Rights, Net Zero
and Biodiversity. These priority themes have remained in
place for 2025 and the case studies at the end of this section
demonstrate some of the engagement that the Manager has
undertaken on these themes during the year.
The impact of climate change on the value of the Company's
investments has been considered and more information
is given in the following pages and in note 2(c)(xiii) to the
Accounts.
With respect to the listing of its shares on the New Zealand
Stock Exchange, the Company relies on an exemption from
the climate-related disclosure requirements imposed under
New Zealand law (specifically the requirements of part 7A
of the New Zealand Financial Markets Conduct Act 2013).
The Company is able to rely on this exemption as a result of
its listing on the London Stock Exchange and because the
Company does not have a "large presence" in New Zealand.
ACTIVE OWNERSHIP
The Manager engages with issuers on ESG factors that
could have a material impact on their businesses and, where
necessary, encourages improvement in management practices
that it believes could help drive financial returns. Use of
our voting rights is an important component of our active
ownership approach. In the absence of explicit instructions
from the Board, our Manager is empowered to exercise
discretion in the use of the Company's voting rights, in
accordance with its own corporate governance policies.
(1) The TCFD was disbanded in December 2023, after its recommendations were incorporated into the standards of the International
Sustainability Standards Board (ISSB). However, companies continue to utilise its climate reporting framework.
20
The Manager’s active ownership activities are supported by a
breadth of policies, including on corporate governance, proxy
voting, engagement and investment strategy-specific policies.
These support and inform the Manager’s engagement and
voting activities on behalf of its clients and are available on
its website at columbiathreadneedle.com. The Manager is a
signatory of the UK Stewardship Code and its statement of
compliance can also be found on its website.
EXCLUDED INVESTMENTS
Whilst the focus of our Manager's approach is to incorporate
material ESG issues into investment decisions and to engage
with issuers on ESG factors that could have a material impact
on their businesses, the Board believes that there are some
business activities which are incompatible with a responsible
approach to investment and where exclusion or divestment
are the only options: namely, controversial weapons, tobacco
production and thermal coal. We exclude companies with
exposure to these activities which exceed certain revenue
thresholds.
PRIVATE EQUITY
Many aspects of our responsible investment activities and
reporting focus on our listed equity investments. However,
these issues are equally significant in private markets.
Responsible Investment is therefore embedded across our
entire private equity investment cycle, including research,
investment screening, due diligence, ownership and
reporting through to exit. The Manager engages with the
underlying private equity managers to understand their
current ESG approaches and their plans to develop these
in the future. A case study of the responsible investment
rationale for a private equity investment, Kee Safety, made in
2025 is included below.
The Manager recognises the importance of managing
climate-related risks and opportunities effectively to protect
long-term investment returns. In June 2025, the Manager
published its updated Climate Report, detailing how it
manages climate-related risks and opportunities, in line with
the recommendations of the TCFD.
During 2025, in accordance with regulations set by the
Financial Conduct Authority (‘FCA’), the Manager also
published a TCFD disclosure specific to the Company’s
portfolio. This report, which is available on the Company's
website, provides data on the portfolio’s carbon footprint
and the largest individual contributors to it by individual
issuer and sector, as well as the overall Net Zero alignment
of the portfolio. We have included much of this data in this
Annual Report.
The Board has stated its commitment to transition the
Company's portfolio to net zero carbon emissions by 2050.
Our Manager’s methodology is based on the Net Zero
Investment Framework
(2)
(‘NZIF’). This is used to implement
the transition and to assess investee companies’ performance
on a number of criteria relating to how they manage their
greenhouse gas emissions and their Net Zero strategy.
CLIMATE CHANGE AND OUR NET ZERO COMMITMENT
Weighted average carbon intensity
(3)
(Scope 1 +2)
(tCO2e/$m revenue)
(4)
2019
FCIT
Benchmark
(3)
Tons CO2e / sales $m
185
0
50
100
150
200
125
2020
158
72
Source: MSCI ESG
2021
155
96
124
2022
165
137
136
2023
138
2025
121
0
50
100
150
200
131
118
2024
(2) See https://www.parisalignedassetowners.org/net-zero-investment-framework/ for further details.
(3) See Glossary of terms on page 120.
(4) WACI shows the emissions impact of companies as a proportion of sales. It is calculated by dividing greenhouse gases (‘GHG’) emissions by the revenue
generated by companies held. It is reported in GHG per $m of underlying revenues of holdings in the portfolio. A low score indicates that a fund invests in
more carbon-efficient companies.
PERFORMANCE IN 2025
As shown in the above chart, the carbon intensity of the
portfolio and the benchmark have reduced versus the
previous year end. Within the portfolio, the Utilities and
Materials sectors were the most significant contributors
to carbon intensity, including electric utilities, cement and
chemicals firms. During the year, engagements with the
sector included meeting with cement firms Holcim and
CRH to discuss their emissions strategy. We subsequently
OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)
21Annual Report and Accounts 2025
Strategic Report
recorded a milestone as Holcim announced record sales
of ECOPact concrete and ECOPlanet cement. This is
continued evidence of the company's strategy to expand
the relative sales of lower carbon materials, which are also
margin accretive. Engagement with French Chemicals firm
Air Liquide also allowed us to record three climate-related
milestones as the company not only published its climate
transition plan in May, but followed up with improved
disclosures, and detailed progress against this plan in
December.
The Manager’s target is for at least 70% of the Company’s
portfolio emissions to be produced by companies that
are either Aligned to the NZIF methodology or under
engagement, with engagement aimed at increasing the
proportion of portfolio companies that are Committed,
Aligning or Aligned. In 2025 this target was achieved, with
78% of portfolio emissions being produced by companies
either Aligned or under engagement.
Despite our ongoing engagements, the overall alignment
status of the portfolio shifted in 2025, with a larger
proportion of the portfolio’s carbon footprint now coming
from companies with a ‘Not Aligned’ status. This was driven
by portfolio changes made during the year, with a reduction
in the holding in Vistra Corp, previously the portfolio’s
largest emitter and which had a ‘Committed’ status, together
with the purchases of Anhui Conch Cement and Indocement,
both significant contributors to the portfolio’s carbon
footprint and currently rated as ‘Not Aligned’. The holding
in Marathon Petroleum, another substantial emitter that is
rated as Not Aligned, also increased during the year. These
changes all increased the proportion of portfolio emissions
from ‘Not Aligned’ issuers and reduced the proportion from
‘Committed’ issuers.
Our Manager has provided further information on how to
interpret climate data
(5)
for investment portfolios.
OUR NET ZERO APPROACH
As referenced above, our Manager is using the NZIF as a
basis for its approach and has published details of how it is
implementing this methodology
(6)
for equities and corporate
credit. Its methodology has three main components:
1. Company level assessment. Using a range of data
sources, our Manager has created a framework to
assess companies’ performance on a number of criteria
relating to their emissions management and strategy.
This framework is used to assign an alignment rating:
• Aligned – meets expectations in all categories
• Aligning – meets core expectations
• Committed – has committed to set a Net Zero
target
• Not aligned – does not meet expectations
• Not assessed – outside model scope
2. Net Zero stewardship. Consistent with client
expectations, our Manager engages with companies
where they believe climate risk may be financially
material, with a focus on heavy greenhouse gas emitters
and those with high exposure through their value chain
and product mix. The Company aims to have at least
70% of portfolio emissions produced by companies
that are either aligned to a Net Zero pathway (i.e. the
investee company meets expectations in all relevant
categories) or under engagement by the Manager.
3. Portfolio-level financed emissions intensity target
setting. As well as issuer-level analysis, our Manager
also aims to compare portfolio-level financed emissions
intensity with a Net Zero aligned benchmark trajectory.
Portfolio-level data is seen as an accountability tool, to
monitor how well investment and stewardship activities
are working in achieving actual reductions in emissions.
(5) https://www.columbiathreadneedle.com/en/gb/intermediary/insights/esg-viewpoint-interpreting-climate-data-for-investment-portfolios/
(6) https://docs.columbiathreadneedle.com/documents/Net Zero Investing - Columbia Threadneedle Investments Approach.pdf?inline=true
22
The grey line in the chart above represents a Net Zero
aligned benchmark trajectory. It is based on taking the
financed emissions intensity of the FTSE All-World Index,
which is the market benchmark for the Company, as at the
end of 2019 and reducing this by 50% by 2030. The bars
represent financed emissions intensity for the Company,
showing data as at the end of the last five financial years.
Our aim is to keep financed emissions within the Net Zero
trajectory for the benchmark and, over the longer term, we
strive to outperform this target. Having said that, we may
choose to retain our investments in certain higher-emissions
companies and sectors that we believe will deliver a good
investment return if we feel those companies are strongly
aligned to Net Zero or that our engagement is making
good progress. Actively engaging with companies in the
highest greenhouse gas and carbon emitting industries
to drive change to greener practices is a key element of
our Manager's approach. We engage with companies that
we believe are not yet addressing material climate risks
adequately. We are focusing currently on companies which
are not yet aligned and are high contributors to portfolio
emissions.
If companies fail to respond and continue to fall short of
our minimum expectations, we may consider divesting our
holding. This approach applies to our listed equity holdings.
Different considerations apply to private equity, where
data is not available in the same way and Net Zero
methodologies are more nascent.
0
20
40
60
80
100
2021 2030
Net Zero aligned benchmark trajectory
Financed emissions intensity,
tonnes CO2e/$m invested
2022 2023 2024 2025 2026 2027 2028 2029
F&C
Note: the 2023 figure has been restated. As a result of an error in
the calculation, the 2023 figure was previously understated as
40 tonnes CO2/$m invested.
Source: Columbia Threadneedle Investments & Refinitiv Eikon
Financed emissions intensity
(8)
(7) Sum of the GHG emissions of each portfolio company, weighted by the proportion of each company that the portfolio holds
(8) Shows the financed emissions of the Company in relation to the amount invested. We calculate the total emissions of the companies held using the same
method as for total emissions calculation (shown above). We then express this as a proportion of each $m invested in the portfolio.
OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)
Alignment status of portfolio companies: percentage of carbon footprint (scope 1 & 2)
(7)
Aligned 0.8%
Aligning 45.9%
Committed 28.5%
Not Aligned 24.0%
Not Assessed 0.8%
2024
Aligned 0.8%
Aligning 42.2%
Committed 7.1%
Not Aligned 48.7%
Not Assessed 1.2%
2025
The following charts show the Company’s progress on company-level alignment and financed emissions intensity.
23Annual Report and Accounts 2025
Strategic Report
votes with
management 93%
votes against
management 7%
VOTING
Exercising the right to vote is a key part of our stewardship
responsibilities. It is an impactful tool for driving improvement
in company practices and market standards, as well as for
re-enforcing the objectives set in engagement. The Manager
applies its voting policy to all listed portfolio holdings. During
2025, it voted against management on 7% of proposals.
This compared to 8% in 2024 and 13% in 2022. This slight
reduction relative to the previous year was driven by fewer
votes against management relating to compensation but was
partially offset by an increase in votes against management
on environmental and social issues via shareholder proposals.
The highest number of votes against management related
to director elections and other director related issues. Votes
against management on director elections were commonly
related to board structure, particularly on independence but
also on diversity and tenure. Boards should have a diverse
representation of skills, background, and expertise that
can manifest in a variety of ways. Non-executives should
be primarily independent of the company, although we
recognise that, in certain cases, connected non-executives
have a valuable role to play.
The Manager did not support 8% (2024: 14%) of all
management resolutions relating to compensation, often due
either to concerns around the incentive reward disclosure or
a misalignment between pay and long-term performance.
Levels of compensation and other incentives should be
designed to promote sustainable, long-term shareholder
value creation and reflect the executives’ work and
contribution to the company. Given the consistent upward
trend in total compensation, benchmarks should be carefully
used and robustly justified. Where we have ongoing concerns
regarding remuneration decisions, the Manager may also
vote against a remuneration committee chair.
The Manager voted against management on 38% (2024:
9%) of shareholder proposals on environmental issues, and
against management on 36% (2024: 38%) of shareholder
proposals on social issues. These significant changes,
particularly on environmental resolutions, reflected a
change to our Manager's voting policy. In 2025 it took a
split approach to voting certain shareholder resolutions,
allowing for different votes to be cast dependent on client
preferences. This resulted in it taking a more supportive
stance for clients which, like the Company, have stronger
ESG principles, including its Net Zero commitment.
These environmental votes typically related to improving
disclosures or setting emissions targets, while votes against
management on social issues often requested company or
independent reporting on human rights, forced labour or
diversity.
Each year the Manager’s proxy voting and corporate
governance analysts lead a review of its voting policy, with a
view to updating, where necessary, the principles that form
the basis of the Manager's approach.
397 UNIQUE
MEETINGS VOTED
CLIMATE CHANGE AND PRIVATE EQUITY
Disclosure, strategies and targets continue to improve
within the private equity asset class, as evidenced in the
annual survey of General Partners ('GPs') carried out by
Columbia Threadneedle Investments. It found that there
has been a notable rise in GPs tracking emissions, with
82% tracking some or all their portfolio, up from 74% in
2024
(9)
. Of this total of 82%, 73% also report their emissions,
compared with 67% in 2024, a marked improvement.
The number of GPs with a Net Zero target in place
increased from 23% in 2024 to 27% in 2025, with a further
4% expected to implement a target in the next 12 months.
Most of the GPs use the Science Based Targets Initiative
('SBTi'), the Net Zero Asset Managers initiative ('NZAM') or
TCFD in order to assess Net Zero.
(9) Data presented is based on prior years’ reporting
24
During 2025, the Manager engaged with 150 listed companies
in the Company’s portfolio (2024: 139) on issues that could
have a material impact on their businesses and, where
necessary, to encourage improvement in management
practices that it believes could help drive financial returns
for clients. In 2025, the Manager continued to integrate
engagement activities carried out by its sustainable research
analysts with its fundamental investment research process.
This integration ensures a focus on the most material
sustainability topics and a greater support for investment
decision making.
Consistent with the Company's Net Zero commitment,
climate change was the leading topic for engagement in
2025, accounting for 26% of issues raised with companies.
Our Manager continued to engage with companies on their
Net Zero strategy as well as energy transition. This included
discussions with automakers including Toyota, General Motors
and Mercedes-Benz about their transition to electric vehicles,
with materials companies including CRH and Holcim assessing
the impact of new EU emissions regulations, and with utilities
such as SSE and E.ON regarding their plans for development
of renewable energy generation.
Corporate governance continued to be a key topic for
engagement, accounting for 19% of issues raised with
companies (2024: 27%). Well-governed companies are better
positioned to manage risks, identify opportunities and deliver
sustainable growth and returns. Within this theme, board
effectiveness and remuneration were the most common
topics discussed.
On biodiversity (which falls under Environmental Stewardship),
an example of our engagement was multiple discussions
during 2025 with US agricultural supplier Deere & Co,
discussing precision agriculture technology. Innovations in this
area can reduce overapplication of chemicals. By targeting
only weeds rather than broadcasting herbicides across entire
fields, the technology helps farmers reduce costs, minimize
environmental impact, and decrease potential chemical runoff
into waterways. The Manager will continue to monitor the
adoption and environmental impact of this technology, which
represents a significant opportunity for Deere.
Social Media and Responsible AI (which, typically, fall under
Business Conduct and Human Rights respectively) remain
priority themes for the Company, and engagements were
made during the year with major technology companies
including Microsoft, Alphabet and Meta, discussing the social
and ethical issues surrounding their development of AI.
The Manager also conducted engagements addressing the
potential positive impacts of AI in the healthcare sector with
US pharmaceutical firms Pfizer and Merck & Co, as well as
Japanese medical imaging provider Hoya. A case study of
the Manager's engagement with Microsoft on these issues is
included below.
ENGAGEMENT
2024
Climate Change 28%
Environmental Stewardship 15%
Business Conduct 5%
Human Rights 10%
Labour Standards 13%
Public Health* 2%
Corporate Governance 27%
405 ISSUES RAISED
WITH 139 LISTED
COMPANIES ACROSS
23 COUNTRIES.
2025
Climate Change 26%
Environmental Stewardship 11%
Business Conduct 15%
Human Rights 13%
Labour Standards 16%
Corporate Governance 19%
541 ISSUES RAISED
WITH 150 LISTED
COMPANIES ACROSS
22 COUNTRIES.
OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)
* Following a review of the high-level themes used to structure Columbia Threadneedle’s research and engagement program, Public Health was retired as an
engagement theme from 1 January 2025. Engagement on all relevant topics are now captured within other core themes.
25Annual Report and Accounts 2025
Strategic Report
MICROSOFT
(3.2% OF THE COMPANY’S PORTFOLIO)
THEMES: HUMAN RIGHTS, RESPONSIBLE AI
SUBTHEMES: COMMUNITY RELATIONS
Background
We engaged with Microsoft on its strategic approach
to AI in healthcare. Microsoft is addressing two critical
priorities in the healthcare AI landscape: implementing
robust AI governance and advancing healthcare
innovation through its commercial cloud platform. On
the AI governance front, it maintains comprehensive
oversight frameworks for sensitive technologies, with
accountability at the executive level under President
Brad Smith. For example, its responsible AI approach
was recently validated when an independent third-
party human rights expert confirmed Microsoft's
internal investigation finding no evidence of its cloud
offerings being used in Gaza surveillance operations.
Simultaneously, Microsoft is tackling the healthcare
knowledge explosion challenge by positioning its
commercial cloud platform with specialised AI solutions
to improve workflow efficiency and clinical decision
support.
Action
Our engagement focused on Microsoft's approach
to AI governance and healthcare innovation. The
company maintains strict controls over AI deployment,
particularly in sensitive contexts, with mandatory impact
assessments and enhanced scrutiny for sensitive use
cases. In healthcare specifically, it is enhancing its cloud
platform with specialised solutions, notably through the
Dragon acquisition for ambient clinical documentation.
This technology directly addresses frontline healthcare
worker productivity challenges by automating
clinical note-taking and evidence summarisation,
allowing providers to spend more time with patients.
Microsoft's differentiated approach combines broad
cloud capabilities with industry-specific solutions.
The company remains committed to responsible AI
deployment while addressing both clinical outcomes and
sustainability goals.
Verdict
Microsoft balances healthcare AI innovation with
responsible governance. Its investments in ambient
clinical intelligence and workflow automation align with
our view that AI will increasingly support healthcare,
potentially improving diagnostics and reducing
administrative burdens. The company's proactive
governance frameworks and transparent handling of
sensitive issues indicate effective management of both
opportunities and risks in AI deployment. Microsoft's
approach integrates validated AI into existing healthcare
workflows while ensuring regulatory compliance and
measurable outcomes.
ENGAGEMENT CASE STUDIES provided by our Manager
26
TAIWAN SEMICONDUCTOR ('TSMC')
(1.2% OF THE COMPANY’S PORTFOLIO)
THEMES: CLIMATE CHANGE, ENVIRONMENTAL STEWARDSHIP
SUBTHEMES: RESILIENCE AND ADAPTATION, ENVIRONMENTAL SUPPLY CHAIN MANAGEMENT, NATURAL
RESOURCES - BIODIVERSITY, NATURAL RESOURCES - WATER, POLLUTION IMPACTS AND SUSTAINABLE
WASTE MANAGEMENT
Background
TSMC is the largest independent semiconductor foundry
and the second most valuable semiconductor company
in the world. Semiconductor production is water
intensive and TSMC used up 104 million tons of water
in 2022 while Taiwan faced droughts in both 2021 and
2023. To address this, the company has set ambitious
targets for water recycling within Taiwan and at facilities
abroad. Our sustainability research team engaged with
management at TSMC in May 2025 to discuss their water
recycling and sustainability initiatives.
Action
We discussed the company’s water recycling and how
it plans to address water stewardship challenges. TSMC
has achieved a 90% water recycling rate by reusing
water in both manufacturing and non-manufacturing
processes. The company operates reclaimed water
plants and plans to expand these facilities to more
locations. In Arizona, TSMC has set targets to be "water
positive" and carbon neutral, believing they can exceed
its results in Taiwan. By 2030, the company is targeting
60% reclaimed water replacement in Taiwan through
conservation and alternative sources. For climate goals,
TSMC has committed to 60% renewable energy by 2030
and 100% by 2040, with their first offshore wind project
launching in 2026. It collaborated with suppliers on
sustainability initiatives and currently represents 8% of
Taiwan's electricity usage while accounting for over half
the country's green energy purchases.
Verdict
Despite the company’s impressive percentage of
recycled water, volumes from municipal water sources
are still increasing on both an absolute and per wafer
basis. TSMC expect efficiency to continue improving,
though usage may increase as they expand production,
potentially increasing water stress. Following our
engagement, we continued to monitor the company’s
water stewardship and recorded a milestone in
September 2025 as TSMC successfully achieved a water
pollution composite indicator reduction rate of 63%
vs its 60% target. The company also achieved a 17%
replacement of water resources with reclaimed water.
This is positive, however further action is needed to
achieve the 2030 water risk linked targets.
OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)
ENGAGEMENT CASE STUDIES (CONTINUED)
provided by our Manager
27Annual Report and Accounts 2025
Strategic Report
CHEVRON
(0.4% OF THE COMPANY’S PORTFOLIO)
THEMES: CLIMATE CHANGE, HUMAN RIGHTS, CORPORATE GOVERNANCE
SUBTHEMES: NET ZERO STRATEGY, DISCLOSURE AND TRANSPARENCY, CAPITAL STRUCTURE AND
SHAREHOLDER RIGHTS
Background
Chevron is one of the world's largest integrated energy
companies, operating across the entire oil and gas value
chain from exploration and production to refining and
retail distribution. The company faced three significant
shareholder proposals concerning human rights, anti-
Net Zero Emissions ('NZE') scenario planning and
special meeting threshold requirements. The company's
approach to these proposals reflected broader
challenges in balancing traditional energy operations
with evolving environmental and social expectations.
The human rights proposal highlighted the need for
enhanced oversight and disclosure, while the anti-NZE
scenario proposal demonstrated ongoing tensions
between climate commitments and operational strategy.
The governance proposal regarding the special meeting
threshold represented continuing shareholder interest in
strengthening accountability mechanisms.
Action
We engaged with management to discuss these
proposals, examining each systematically. Regarding
human rights, the company demonstrated that it has
codified board oversight and implemented a strong
human rights policy, integrated into its Enterprise
Risk Management process. On the anti-NZE scenario
proposal, our analysis indicated that the proponent
misunderstood the company's use of scenario planning
in its strategy development. The company's 15% special
meeting threshold was found to be aligned with, or
better than strategic peers. Management also addressed
compensation matters, explaining increased perquisites
due to executive security needs, particularly following
specific incidents such as protests at its Oakland facility
in January 2024. The company maintained strong pay-
versus-performance ratio metrics.
Verdict
The engagement revealed Chevron's methodical
approach to addressing shareholder concerns through
enhanced governance frameworks and operational
oversight. Its human rights policy integration and board-
level oversight demonstrate commitment to systematic
risk management. While some shareholders may desire
more aggressive climate action, the company's approach
to scenario planning appears well-reasoned within
its operational context. The strong pay-performance
alignment and justified security-related compensation
adjustments indicate appropriate board oversight of
executive compensation. Consequently we voted with
management.
28
KEE SAFETY
Background
Kee Safety is a global leader in intelligent safety
solutions, supplying innovative components and
bespoke systems for railings, barriers, roof edge
protection, fall prevention and safe access across
construction, manufacturing, energy, transport and
facilities management. Founded in 1934, the company
now operates 65 sites in 16 countries and employs over
1,200 people, serving customers worldwide with design
and installation, hazard assessment surveys, specialist
safety training and inspection, testing and recertification
service.
Responsible Investment
In terms of ESG impact, Kee Safety is dedicated to
creating safer working environments and reducing both
fatal and non-fatal injuries, particularly for industrial
workers routinely exposed to hazardous conditions.
Falls from height remain one of the most serious
risks, accounting for 25–30% of workplace fatalities
in the UK and ranking as the second leading cause in
the United States. Research indicates that effective
fall protection systems can cut these risks by up to
70–80%, underscoring the critical importance of robust
safety solutions. Kee Safety sets industry benchmarks,
contributes to international safety standards and
continually innovates to make working at height even
safer - helping protect lives worldwide. Examples of
projects undertaken by the company include:
• Dubai Airport: Installed 547m of Kee Line horizontal
lifeline systems, providing workers with safe
freedom of movement while ensuring fall restraint
across rooftops
• University of Southern California: Designed CAL/
OSHA-compliant
(1)
Kee Guard systems, transforming
unsafe roof maintenance areas
• Houston Zoo: Deployed Kee Anchor and custom
platforms with on-site safety training, eliminating
temporary ladders and aligning with OSHA
standards.
Our investment rationale was built around:
• Global leader in a growing market: £11bn market
growing at 6% annually, supported by rising
regulatory requirements and clear cost-efficiency
benefits.
• Distinctive, vertically integrated model: Efficient
supply chain and customer-facing brands drive
double-digit revenue growth and strong EBITDA
(2)
margins.
• Proven M&A execution: Over 50 acquisitions
completed and a significant pipeline of
opportunities.
• PE-experienced management team: Highly
incentivised leadership with a strong track record of
outperformance under private equity ownership.
• Compelling valuation for scale: Leading
industrial asset of scale and strong alignment with
management who are re-investing in the company.
The Manager invested in the company in July 2025.
PRIVATE EQUITY RESPONSIBLE INVESTMENT CASE STUDY
AN EXAMPLE OF HOW OUR RESPONSIBLE INVESTMENT PROCESS SUPPORTS INVESTMENT OPPORTUNITIES
(1) CAL/OSHA-complaint: Meets California’s occupational safety and health standards for protecting workers from workplace hazards.
(2) Earnings Before Interest, Taxes, Depreciation, and Amortization. A financial metric used to evaluate a company's operational profitability and
cash-generating power by removing non-operating expenses and non-cash accounting items.
OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)
29Annual Report and Accounts 2025
Strategic Report
TWENTY LARGEST LISTED EQUITY HOLDINGS
1. NVIDIA (1)
US listed designer and manufacturer of graphic
processing units.
5.14% TOTAL INVESTMENTS
£342.6M VALUE
2. MICROSOFT (2)
US listed technology company focused on software
products and cloud computing. The company also
designs and sells hardware devices.
3.19% TOTAL INVESTMENTS
£212.3M VALUE
3. ALPHABET (4)
US listed parent company of Google. Google’s primary
business is focused on internet related services and
products, including its internet search engine and its
Android smartphone operating system.
2.24% TOTAL INVESTMENTS
£161.4M VALUE
4. APPLE (3)
US listed technology company predominantly
involved in design, development and sale of consumer
electronics and software worldwide.
2.40% TOTAL INVESTMENTS
£160.0M VALUE
5. AMAZON.COM (5)
US listed e-commerce and cloud computing company.
Largest listed internet retailer in the world based on
market capitalisation.
1.31% TOTAL INVESTMENTS
£87.6M VALUE
6. MASTERCARD (7)
US listed financial services company providing financial
transaction procession services worldwide as well as
offering credit and debit cards and internet payment
systems.
1.27% TOTAL INVESTMENTS
£84.7M VALUE
7. BROADCOM (9)
US designer and supplier of semiconductor and
infrastructure software solutions.
1.21% TOTAL INVESTMENTS
£80.6M VALUE
8. TAIWAN SEMICONDUCTOR
MANUFACTURING (TSMC) (8)
Taiwanese listed manufacturer and designer of
semiconductors.
1.21% TOTAL INVESTMENTS
£80.5M VALUE
9. META PLATFORMS (6)
US listed operator of social media sites and social
networking services.
1.00% TOTAL INVESTMENTS
£66.9M VALUE
10. BOOKING HOLDINGS (10)
US listed platform for travel and accommodation
reservations, rental cars, airline tickets and vacation
packages.
0.86% TOTAL INVESTMENTS
£57.3M VALUE
30
The value of the twenty largest listed equity holdings represents 26.86% (2024: 26.85%) of the Company’s total investments.
The figures in brackets denote the position within the portfolio at the previous year end.
There were no convertible securities in the total portfolio at 31 December 2025 (2024: nil). There were no fixed interest gilts included in the investments as at
31 December 2025 (2024: nil).
These are the largest listed equity holdings excluding collective investment schemes. If the whole portfolio was considered then PE Investment Holdings 2018 LP
(£273.8m), Pantheon Access SICAV (£204.4m) and Inflexion Strategic Partners (£76.0m) would have been included in the list.
The Company’s full list of investments is just under 400 and is published monthly on the website at fandc.com.
11. BANK OF AMERICA (16)
US listed multinational investment bank and financial
services holding company. One of the world’s largest
financial institutions.
0.79% TOTAL INVESTMENTS
£52.4M VALUE
12. SAFRAN (–)
French listed aerospace and defence company
specialising in aircraft engines and equipment.
0.76% TOTAL INVESTMENTS
£50.7M VALUE
13. APPLIED MATERIALS (150)
US listed company providing equipment and services
to the semiconductor industry.
0.75% TOTAL INVESTMENTS
£50.1M VALUE
14. TESLA (17)
US listed automative and clean energy company.
Designs and manufactures electric vehicles, battery
energy storage, solar panels and solar roof tiles.
0.74% TOTAL INVESTMENTS
£49.0M VALUE
15. GOLDMAN SACHS (33)
US listed bank providing financial services across
investment banking, global markets and asset and
wealth management.
0.67% TOTAL INVESTMENTS
£44.9M VALUE
16. NOVARTIS (62)
Swiss listed pharmaceutical company engaged in the
research, development and manufacture of healthcare
products.
0.64% TOTAL INVESTMENTS
£42.6M VALUE
17. MORGAN STANLEY (14)
US listed bank providing diversified financial services
spanning investment banking, wealth management and
investment management.
0.64% TOTAL INVESTMENTS
£42.4M VALUE
18. WALMART (290)
US listed retail corporation operating supermarkets,
discount stores and e-commerce platforms worldwide.
0.63% TOTAL INVESTMENTS
£42.1M VALUE
19. QUALCOMM (42)
US listed semiconductor company providing chips and
technology for mobile and wireless communications.
0.63% TOTAL INVESTMENTS
£41.7M VALUE
20. SAP (59)
German listed software company specialising in
enterprise business applications.
0.60% TOTAL INVESTMENTS
£40.2M VALUE
TWENTY LARGEST LISTED EQUITY HOLDINGS (CONTINUED)
31Annual Report and Accounts 2025
Strategic Report
TEN YEAR RECORD (UNAUDITED)
Assets at 31 December
£m 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total assets less current
liabilities (excl loans) 3,001 3,461 3,960 3,817 4,545 4,919 5,831 5,232 5,615 6,258 6,752
Loans and debentures 299 248 292 325 436 407 550 582 581 579 581
Available for ordinary
shares
2,702 3,213 3,668 3,492 4,109 4,512 5,281 4,650 5,034 5,679 6,171
Number of ordinary
shares (million)
(1)
559 547 542 542 543 537 527 518 510 483 474
All Company data are based on assets, liabilities, earnings and expenses as reported in accordance with the Company’s
accounting policies and are unaudited but derived from the audited Accounts or specified third-party data providers.
Net Asset Value (NAV) at 31 December
pence 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
NAV per share – with
debt at par
(3)
483.4 587.9 676.5 643.9 757.3 840.7 1002.5 896.9 987.6 1,176.8 1,300.6
NAV per share – with
debt at market value
(3)
483.4 587.2 675.8 642.9 753.9 831.8 998.7 932.1 1,022.1 1,219.6 1,343.4
NAV total return % – 5
years
(2)
73.1
NAV total return % – 10
years
(2)
223.9
Share price at 31 December
pence 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Middle market price per
share 449.2 544.0 647.0 633.0 765.0 787.0 926.0 904.0 962.0 1,108.0 1,252.0
(Discount)/premium to
NAV with debt at
market value %
(3)
(7.0) (7.4) (4.3) (1.5) 1.5 (5.4) (7.3) (3.0) (5.9) (9.2) (6.8)
Share price High 465.0 544.0 649.0 741.0 778.0 807.0 941.0 946.0 992.0 1,144.0 1,252.0
Share price Low 401.6 391.2 542.0 612.0 636.0 478.0 750.0 770.0 830.0 931.0 962.0
Share price total return
% – 5 years
(2)
71.5
Share price total return
% – 10 years
(2)
228.3
32
Revenue for the year ended 31 December
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Available for ordinary
shareholders – £’000s 47,262 58,393 63,486 69,438 70,937 52,480 58,500 72,595 81,660 84,557 86,206
Net revenue return per
share – pence 8.42 10.57 11.67 12.81 13.06 9.71 10.99 13.92 15.83 17.01 17.97
Dividends per share –
pence 9.60 9.85 10.40 11.00 11.60 12.10 12.80 13.50 14.70 15.60 16.60
Cost of running the Company
% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Expressed as a
percentage of average
net assets:
Total Expense Ratio
(3)
0.53 0.53 0.52 0.56 0.53 0.51 0.47 0.48 0.45 0.43 0.42
Ongoing Charges
(3)
0.80 0.79 0.79 0.65 0.63 0.59 0.54 0.54 0.49 0.45 0.45
Gearing
(3)
at 31 December
% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Net gearing
8.6 6.9 7.2 6.6 9.9 8.0 9.4 7.3 9.9 8.6 8.0
(1) Shares entitled to dividends.
(2) Source: Morningstar UK Limited.
(3) See Alternative Performance Measures on page 117 for explanation.
TEN YEAR RECORD (UNAUDITED) (CONTINUED)
33Annual Report and Accounts 2025
Strategic Report
PURPOSE, VALUES AND INVESTMENT
OBJECTIVE
Our purpose is essentially unchanged since inception in
1868; to provide the investor of relatively moderate means
access to the same opportunities and advantages as the
very largest investors and to diminish risk by investing
broadly. We invest in global equities, both listed and
private, and continue to provide a diversified, convenient
and cost-effective global investment choice to meet the
longer-term investment needs of large and small investors.
Our values centre around integrity, innovation, adaptation
and diversification and are integral to and inherent in our
long-term strategy. More recently, we have incorporated
a commitment to transitioning the portfolio to net zero
carbon emissions by 2050.
Our investment objective is to secure long-term growth in
capital and income for our shareholders. Our investment
strategy is therefore designed to produce outperformance
and rises in dividends in excess of inflation over the longer-
term. We do this by investing mainly in public and private
equity markets, using borrowings to enhance returns and
by managing costs carefully. Our investments are held in a
number of portfolios that are individually concentrated but
are managed as a whole to provide global diversification,
lower volatility and lower risk. In an ever changing
environment in which there is a greater need for individuals
to take control of their future financial wellbeing, our wider
business strategy aims to position us as a core investment
choice through all available channels.
COMPANY STATUS
The Company is a public limited company and an
investment company as defined by section 833 of the
Act. The Company is registered in England and Wales
with company registration number 12901 and is subject to
the Financial Conduct Authority (‘FCA’) UK Listing Rules,
Disclosure Guidance and Transparency Rules (‘DTRs’)
and other applicable legislation and regulations including
company law, financial reporting standards, taxation law
and its own Articles of Association. As set out below and
in note 7 to the Accounts, the Company is exempt from
UK Corporation Tax on its worldwide dividend income and
from UK Corporation Tax on any capital gains arising from
the portfolio of investments, provided that it complies at
all times with Section 1158 of the Corporation Tax Act 2010.
Dividends received from investee companies domiciled
outside the UK are subject to taxation in those countries in
accordance with relevant double taxation treaties.
BUSINESS MODEL
As an investment trust company with no employees, we
believe that the best way to achieve our objective is to
have an effective and strong working relationship with our
appointed manager, Columbia Threadneedle Investment
Business Limited (‘Columbia Threadneedle Investments’
or the ‘Manager’). Within policies set and overseen by the
Board, our Manager has been given overall responsibility
for the management of the Company's assets, including
asset allocation, gearing, stock and sector selection as well
as risk management. The Manager has the flexibility to
use other fund managers by delegating the management
of some investment portfolios externally. These currently
include a proportion of the North American and emerging
markets listed equity portfolios and Private Equity
holdings. Engagement on responsible investment matters
is undertaken through a global team within Columbia
Threadneedle Investments composed of staff in Columbia
Threadneedle Management Limited, Columbia Management
Investment Advisers LLC and Threadneedle Asset
Management Limited, as affiliates acting on behalf of the
Manager. The Board remains responsible for the matters
listed on pages 57 to 60.
To provide a breadth of sources of return, the individual
investment portfolios are managed on a global or regional
basis. While we invest primarily in listed equities, we retain
complete investment flexibility to invest in other types of
securities or assets depending on the return prospects
and in consideration of the implications for the broader
portfolio. Furthermore, as a closed-end, listed investment
trust company we are not constrained by asset sales to
meet redemptions. Our share capital structure gives us the
flexibility to take a longer-term view and remain invested,
while taking advantage of illiquidity throughout normal and
volatile market conditions. Having the ability to borrow to
invest gives us a significant advantage over a number of
other investment fund structures. These features combine
to form a resilient and adaptable business model that has
helped us to weather the impact of many a world crisis.
BUSINESS REVIEW
34
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 a founder signatory to the United Nations
Principles for Responsible Investment (‘UNPRI’), Columbia
Threadneedle Investments is committed to incorporating
sustainability issues into its investment approach. The
Board considered the Manager’s culture and shared values
as part of the annual evaluation of its performance and in
determining whether its reappointment is in the interests of
shareholders.
RESPONSIBLE INVESTMENT IMPACT
Our environmental, social and governance principles are key
elements of our responsible investment approach and are
central to our objective to deliver sustainable investment
performance over the long-term. We continue to review
and challenge our approach to responsible investment,
recognising our globally diversified strategy. As we continue
to evolve our approach, our responsible investment
principles will remain at the core of our strategy.
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 or
services and it does not have customers in the traditional
sense. It is therefore exempt from reporting on its energy
and carbon emissions under the Streamlined Energy and
Carbon Reporting requirements. However, we provide
information on the emissions of our portfolio companies in
Our Approach to Responsible Investment which begins on
page 19.
MANAGER EVALUATION AND ALIGNMENT OF
SHAREHOLDER INTERESTS
An important responsibility of our wholly independent
Board of non-executive Directors is the robust annual
evaluation of the Manager’s performance and its capabilities
and resources, given that investment performance and
responsible investment are fundamental to delivering
sustainable long-term growth in capital and income for
our shareholders. As part of the evaluation, the Board
reviews the Manager's approach to the FCA's Consumer
Duty
(1)
, which sets high standards of consumer protection
across financial services and requires firms to put their
customers' needs first. This includes a review of the
Manager's "Assessment of Value" for the Company that
is submitted to the FCA. Our evaluation is an essential
element of strong governance and mitigation of risk, as
outlined under the Principal and Emerging Risks identified
on page 43. The process for the evaluation of our Manager
for the year under review and the basis on which the
reappointment decision was made are set out on page 61.
The management fee is based on the Company’s market
capitalisation, thus aligning the Manager’s interests with
those of our shareholders through share price performance.
Details of the management fee arrangements are set out in
the Report of the Management Engagement Committee.
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, the ancillary functions of administration,
company secretarial, accounting and marketing services are
all carried out by the Manager. It reports on the Company's
investment portfolios; the wider portfolio structure; risks;
compliance with borrowing covenants; income, dividend
and expense forecasts; errors; internal control procedures;
marketing; shareholder and other stakeholder issues,
including the Company’s share price discount or premium
to NAV; and accounting and regulatory updates. The
performance of each individual investment portfolio is
reviewed through a series of presentations given by each
specialist investment management team throughout the
year.
Shareholders can assess the Company’s financial
performance from the Key Performance Indicators that
are set out on pages 41 and 42. On pages 44 to 47 are
set out what the Directors consider to be the principal
and emerging risks that the Company faces. In addition
to monitoring our Manager’s performance, commitment,
available resources and its systems and controls, the
Directors also review the services provided by other
principal third-party suppliers. These include the Custodian
and Depositary in the safeguarding of the Company's
assets.
(1) See Glossary of Terms on page 120.
BUSINESS REVIEW (CONTINUED)
35Annual Report and Accounts 2025
Strategic Report
The principal policies that support our investment and
business strategy are set out opposite, whilst the Fund
Manager’s review of activity in the year can be found on
pages 9 to 18. 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), we have set out in our long-
term viability statement on pages 47 and 48 our reasonable
expectation that the Company will continue in operation for
at least the next ten years.
FUND MANAGER AND MANAGEMENT OF THE ASSETS
As Fund Manager on behalf of our Manager, Paul Niven is
responsible for developing and implementing the investment
strategy with the Board and for the day to day management
of the total portfolio, covering the entire range of individual
investment portfolio strategies. His role covers tactical
decisions over the allocation of assets between the different
investment portfolios as well as determining the level and
timing of gearing within the range prescribed by the Board.
He has responsibility for overall portfolio composition
but delegates stock selection decisions to the underlying
specialist in-house and third-party portfolio management
teams, who are responsible and accountable to him and
ultimately to the Board for their investment performance.
MARKETING
Reflecting changes in the investor market in recent years,
an increasing proportion of the Company’s shareholders
hold their investments via third-party platforms, as well as
through the Columbia Threadneedle Savings Plans, which
are a cost effective and flexible way to invest. Recognising
the changes in how our key target market is choosing to
invest, as well as the benefits of the Company continuing to
maintain and grow a well-diversified underlying shareholder
base, a key focus of our marketing activities is to maintain,
and ideally increase, the proportion of shares held via third-
party platforms and the Columbia Threadneedle Savings
Plans. This has been on an upward trend in recent years,
although there was a slight fall in 2025, as shown in the Key
Performance Indicators on page 42. In 2022 we launched
new branding for the Company and we have supported it
with a marketing campaign aimed at increasing awareness
of the benefits of investing in the Company and attracting
new investors, which will continue throughout 2026. Having
established the new branding, we reduced our spending
in 2025 as we focused on those areas which research has
shown are the most effective in terms of retaining and
attracting investors.
PRINCIPAL POLICIES
The Board has responsibility for the Company’s following
principal policies, which support its investment objective
of securing long-term growth in capital and income for our
shareholders.
INVESTMENT
Our publicly stated investment objective and policies are
designed to help shareholders, prospective investors and
stakeholders understand the scope of our investment remit
and the constraints imposed under it. Any material changes
to the stated objective or policies can only be made with
shareholder approval. No changes are necessary at present
as a result of the commitment to transition our investments
to net zero carbon emissions by 2050.
Our remit is global. Risk diversification is achieved through
geographic asset allocation and industry sector and stock
selection across a wide range of markets. Within the general
policy of maintaining a diversified portfolio, there are no
specific geographic or industry sector exposure limits for
the publicly listed equities. A limit of 5% of the value of the
total portfolio, excluding private equity investments, has
been placed on unlisted securities at the time of acquisition.
Any unlisted investment requires specific Board approval,
with the exception of new private equity investments,
responsibility for which has been delegated to our Manager.
Shareholder approval would be sought in the event that it
is considered that the long-term exposure to Private Equity
investments could exceed 20% of the value of the total
portfolio.
Under the Company's Articles of Association, with limited
exceptions, no single investment may be made which
exceeds 10% of the value of the total portfolio at the time of
acquisition. In addition, the Fund Manager may not, without
the prior approval of the Board, invest in any stock which,
at the time of purchase, would account for more than 7%
of the total assets of the Company. Under the UK Listing
Rules, no more than 10% of the total assets may be invested
in other listed closed-end investment companies, unless
such investment companies have themselves published
investment policies to invest no more than 15% of their total
assets in other closed-end investment companies, in which
case the limit is 15%. A limit of 5% of the value of the total
portfolio has been placed on investment funds managed
by the Manager at the time of acquisition and any such
investment requires specific Board approval.
36
The Company will typically remain fully invested in
equities but is not prohibited from investing in other types
of securities or assets. Derivatives may be used for the
purposes of income enhancement and efficient portfolio
management, covering tactical asset allocation and risk
mitigation, including protection against currency risks
within strict limits. Government bond instruments, such as
UK Gilts and US Treasuries, may be used as an alternative to
holding cash.
Due diligence with regard to the investment policies
is carried out at each Board meeting, with regular,
comprehensive reporting from the Fund Manager.
Confirmation of adherence to the investment restrictions
set by the Board is required, and given, at each meeting.
The Fund Manager’s Review on pages 9 to 18 provides
an overview of the outcome from the application of the
investment policies during the course of the year.
BORROWINGS
Using our closed-end investment company structure, we
have a long record of successfully using borrowings (or
“gearing”) to enhance shareholder returns. Our policy is to
borrow in sterling or foreign currency over short, medium
or long-term periods. Our Fund Manager has discretion
to be invested within the range of 90-120% of net assets.
Borrowing levels and covenant headroom are monitored by
Columbia Threadneedle and reported to the Board.
The Company has issued various unsecured, fixed rate
senior notes (the ‘Notes’). The Company also has a small
perpetual debenture stock. At present it does not have
any revolving credit facilities. Further information is given
in notes 13, 14 and 15 to the Accounts. A short term credit
facility is available at the custodian for settlement purposes
only.
In his report, the Fund Manager explains the impact and
longer-term performance potential for our returns as a
result of our borrowings.
DIVIDEND
Our revenue account is managed with a view to delivering
a rising dividend in real terms over the long term for
shareholders. Prudent use of our Revenue Reserve
established over many decades is made whenever
necessary to help meet any revenue shortfall and to
weather periods of crisis. The Revenue Reserve meant
that the Company had the capacity to continue to pay
an increased dividend in recent years, despite the impact
of the Covid-19 pandemic on our earnings. Worldwide
economic, political and financial instability continues and
the ongoing conflicts in Ukraine and the Middle East are of
great concern, but in the year under review our net revenue
return per share increased by 5.6% on 2024 and as a result
the proposed dividend for the year is covered by our
earnings. Dividends can also be paid from Capital Reserves,
although we have no current need, or intention, to do so.
The Board applies due diligence and determines dividend
payments by taking account of timely income forecasts,
brought forward distributable reserves, prevailing inflation
rates, the Company’s dividend payment record and
Corporation Tax rules governing investment trust status.
Risks to the dividend have been considered as part of the
Principal and Emerging Risks review noted on page 43.
They include worldwide economic, political and financial
instability leading to significant deterioration in the level of
income we receive and unforeseen and significant changes
to our regulatory environment. The Company has sufficient
liquid resources to fund envisaged levels of dividend
payment. Information on the dividend for 2025 is reported
on page 6.
DISCOUNT/PREMIUM
Over many years we have consistently applied a share
“buyback” policy. Under this policy we repurchase
the Company’s shares in the market for the benefit
of continuing shareholders where we see value and,
importantly, in pursuit of a sustainably low deviation
between the share price and NAV per share and to dampen
discount volatility, in normal market conditions. The policy
and the levels within which it has operated are continually
reviewed, with the aim of achieving the long-held aspiration
of the Company’s shares trading at or close to NAV per
share. Shares bought back may be cancelled or held in
treasury. Those held in treasury can be re-issued, or new
shares issued, in order to satisfy shareholder demand and
to moderate the premium to which the share price can rise
in relation to the NAV per share. The discount or premium
levels are reviewed at each Board meeting. Information on
the results of this policy can be found on page 4.
BUSINESS REVIEW (CONTINUED)
37Annual Report and Accounts 2025
Strategic Report
RESPONSIBLE INVESTMENT
The Board has committed to transition the Company’s
portfolio to net zero carbon emissions by 2050. Our
approach reflects our belief in the power of investor
engagement rather than simply divesting or excluding
stocks or sectors. However, the activities of some
companies are incompatible with our responsible
investment approach; namely producers of tobacco
products, controversial weapons (such as cluster bombs
and landmines) and thermal coal. We exclude companies
with exposure to these activities which exceed certain
revenue thresholds.
BOARD DIVERSITY
Our policy towards the appointment of non-executive
Directors to the Board is based on our belief in the
benefits of having a diverse range of experience, skills,
length of service and backgrounds, including gender,
ethnicity and contributions from an international
perspective. The policy is always to appoint the best
person for the role based on merit and objective criteria
and we confirm that appointments to the Board and its
succession plans reflect its policy to promote diversity,
inclusion and equal opportunity.
The overriding aim of the policy is to ensure that
the Board is composed of individuals with the best
combination of skills and experience for ensuring the
delivery of the Company's objective of securing long-term
growth in capital and income. We apply the policy for
the purpose of appointing individuals that, together as a
board, will continue to achieve that aim as well as ensuring
optimal promotion of our investment proposition in the
marketplace. In terms of diversity, the current gender
balance of four men and four women Directors exceeds
the recommendation of the FTSE Women Leaders Review
of a target of 40% women on FTSE 350 boards. As at
31 December 2025, the Company met the targets of the
FCA's UK Listing Rules for gender and ethnic diversity on
the board. The Board will strive to ensure that it continues
to comprise individuals with diverse and complementary
skills and experience in order to meet the Company's
objectives. In accordance with UK Listing Rule 6.6.6R
(9) the Board has provided the following information in
relation to its diversity:
Board Gender as at 31 December 2025
(1)
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
Men 4 50% 1
Women 4 50%
(2)
2
(3)
(1) The Company does not disclose the number of Directors in executive
management as there are none for an externally managed investment trust
company.
(2) This exceeds the FCA UK Listing Rules target of 40%.
(3) This exceeds the FCA UK Listing Rules target of one. The three senior
positions are: Chairman of the Board, Senior Independent Director and Chairman
of the Audit Committee. The position of the Chairman of the Audit Committee
is held by a woman. This role is not currently defined as a senior position under
the UK Listing Rules, however the Board believes that, for an investment trust
company, it should be regarded as such as it is broadly equivalent to the Chief
Financial Officer of a trading company.
Board Ethnic Background as at 31 December 2025
(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)
7 88% 3
(2)
Mixed/Multiple
Ethnic Groups
1
(3)
12% –
(1) The Company does not disclose the number of Directors in executive
management as there are none for an externally managed investment trust
company.
(2) The three senior positions are: Chairman of the Board, Senior Independent
Director and Chairman of the Audit Committee (see footnote (3) above).
(3) This meets the FCA UK Listing Rules target of the Board having at least one
director from an ethnic minority background.
The information included in the above tables has been
obtained from the individual Directors.
TAXATION
As an investment trust company, it is essential that we retain
our tax status by complying at all times with Section 1158 of
the Corporation Tax Act 2010 (‘Section 1158’) such that UK
Corporation Tax is not suffered on our capital gains. Taxation
returns are submitted annually and any taxation due is
settled promptly. Where possible, all taxes suffered in excess
of taxation treaty rates on non-UK dividend receipts are
claimed back in a timely manner. The Board’s policy towards
taxation is one of full commitment to complying with
applicable legislation and statutory guidelines. In applying
due diligence towards the retention of Section 1158 status
and adhering to our tax policies, the Board receives regular
38
reports from the Manager. We have received approval from
HMRC as an investment trust under Section 1158 and have
since continued to comply with the eligibility conditions.
MODERN SLAVERY ACT 2015
The values that we hold, our culture and the rationale for the
appointment of the Manager are explained on pages 33 and
34. Columbia Threadneedle Investments is an organisation
committed to respecting human rights and stands against all
forms of slavery and human trafficking. It is recognised as a
leader in responsible investment and works with policymakers
worldwide to deliver market-wide improvements in
standards and regulations. In 2025 approximately 13% of
its engagement issues across the companies in which the
Company invests was focused on human rights and 16% on
labour standards. We are very supportive of the Manager's
approach and its formal statement can be found on its
website at columbiathreadneedle.com.
Our own supply chain consists predominately of professional
advisers and service providers in the financial services
industry, which is highly regulated. We believe therefore
that the potential risk of acts of modern slavery or human
trafficking in our own environment is extremely low.
CRIMINAL FINANCES ACT 2017
The Board is committed to compliance with the Criminal
Finances Act 2017, designed to prevent tax evasion in the
jurisdictions in which the Company operates, and has zero
tolerance for tax evasion. The Company's shares are purchased
through third party intermediaries, therefore no funds flow
directly from shareholders into the Company. As the Company
has no employees, the Board’s focus is to ensure that the risk
of the Company’s service providers facilitating tax evasion
is also very low. Therefore it seeks assurance from its service
providers that effective policies and procedures are in place.
BUSINESS ETHICS
The Board has procedures in place to deal with potential
conflicts of interest and has a strict anti-bribery and anti-
corruption policy insofar as it applies to the Directors. The
Company’s operations are delegated to third-party service
providers and therefore the Board seeks assurances annually
from its principal suppliers that they maintain appropriate
policies and procedures to ensure compliance with the
provisions of the UK Modern Slavery Act 2015, the Bribery
Act 2010 and Criminal Finances Act 2017 and the sanctions
elements of the Economic Crime (Transparency and
Enforcement) Act 2022.
SECTION 172 STATEMENT
Section 172(1) of the Companies Act 2006 ('Section
172') requires that a Director must act in the way that
they consider, in good faith, would be most likely to
promote the success of the Company for the benefit of
its members (i.e. shareholders) as a whole and, in doing
so, have regard (amongst other matters) to the likely
consequences of any decision in the long term; the need
to foster the Company’s business relationships with its
stakeholders; the impact of the Company’s operations on
the community and the 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.
The Directors have had regard to the matters set out in
Section 172 and have continued to act to promote the
success of the Company for the benefit of its shareholders
as a whole. This included the likely consequences of their
decisions in the long term and how they have taken wider
stakeholders’ needs into account. Details of the Company's
key stakeholders and the engagements undertaken in
2025 are set out below.
As a long-term investor we always look to the future and
to the success of the Company from that perspective. We
believe that the Company provides a clear investment
choice, not only for existing investors, large and small,
but also for those starting their investment journey. As
reported above, we continue therefore to promote the
Company through marketing initiatives and, at a wider
social level, by supporting broader financial education
across schools and universities. We have continued
to work on these initiatives and towards the optimal
delivery of the Company’s investment proposition and to
promote the success of the Company for the benefit of all
shareholders, stakeholders and the community at large.
BUSINESS REVIEW (CONTINUED)
39Annual Report and Accounts 2025
Strategic Report
KEY STAKEHOLDERS AND SHAREHOLDER ENGAGEMENT
Stakeholders Engagement and Outcomes in 2025
The Manager
The Board's main working relationship
is with our Manager, with the aim of
achieving the Company’s investment
objective in an effective, responsible
and sustainable way in the interests
of shareholders, future investors and
society at large.
Engagement with our Manager is ongoing through regular Board meetings and
discussion. Emphasis was on investment performance. We also monitor our
progress towards transitioning the Company’s investment portfolio to net zero
carbon emissions by 2050. Our approach towards responsible investment and
aspects concerning environmental, social and governance issues are set out on
pages 19 to 28. We also show the key performance indicators that are in place to
measure our progress in meeting this Net Zero objective. The portfolio activities
undertaken by our Manager and the impact of decisions affecting investment
performance are set out in the Fund Manager’s Review.
With Columbia Threadneedle we are well placed to encourage awareness and
dialogue on responsible investment issues amongst the wider community. As
in 2018, 2020, 2022 and 2024, the Company sponsored an event, “F&C Live”,
which was held at The Landmark London Hotel on 3 March 2026, with the theme
"The Long View: Resilience in an Age of Upheaval". A recording of the event and
interviews with the speakers will be available on the Company’s website at
fandc.com shortly.
More information on the evaluation of the Manager is provided on page 61.
Lenders
Our lenders are key stakeholders as we
use borrowings to enhance returns to
shareholders over the longer-term.
We keep our lenders informed through monthly covenant compliance reporting.
The Company has total borrowings of £581m, the majority of which are through
sterling denominated fixed rate senior notes which have maturities between
2026 and 2061. The interest rates are highly attractive by historic comparisons
and the blended fixed interest rate is approximately 2.4%. At present, the
Company does not have any short term bank facilities.
Child Trust Fund, Junior ISA and other young investors
Many of our underlying shareholders
are young and hold their shares
through their parents in Columbia
Threadneedle’s Child Trust Fund and
Junior ISA. We hope to retain these
investors for the longer-term and also
foster education among young people
more generally.
Now that many Child Trust Fund accounts have reached maturity, our focus
continues to be on keeping as many of these young investors with us as
possible. Ahead of account maturity, Columbia Threadneedle writes to their
parents setting out their options. The results of our initiative to retain these
young investors are in line with expectations.
Our financial education programme continues. The programme is designed to
help people understand better the opportunities and significance of not just
saving, but how their savings can work much harder through investment over
the long-term.
40
Shareholders
Although not in the traditional sense,
our shareholders are our customers
who we hope will stay invested with us
and reap the benefits of investing over
the long-term.
The Chairman and Senior Independent Director are available to engage with
shareholders. Access to the daily publication of the Company's NAV and
monthly factsheet is available from our website.
We also publish our detailed half year and annual results for main register
shareholders and Columbia Threadneedle Savings Plan ('Savings Plan Investors')
investors. As an alternative, we provide the option of a short notification
summary with the main highlights and access details to where the full
information can be found. In addition to main register shareholders, Savings
Plan Investors are encouraged to participate fully at shareholder meetings.
The Company’s Annual General Meeting is a “hybrid” format, with shareholders
and Savings Plan Investors being able to attend in person or online. This allows
many more of our shareholders to view the meeting, to ask questions and to
vote online. Voting at the Annual General Meeting is taken on a poll, which
ensures that all votes cast are counted, whether the shareholder attends the
meeting or not. The results on each resolution are published on the Company’s
website.
The Company has very few institutional shareholders and instances of
engagement are therefore rare but are always reported to the Board.
Wealth managers and independent financial advisers
Columbia Threadneedle has a
team dedicated to fostering good
relations with wealth managers
and independent financial advisers
and keeping underlying investors
informed, with the aim to promote the
Company’s investment proposition and
improve the share price.
This team organises meetings with wealth managers and independent financial
advisers as well as preparing webinars, interviews, newsletters and videos
shared via several media channels. It gathers feedback and answers questions
in relation to the Company and its investment strategy. Feedback from these
meetings, webinars and interviews is reported regularly to the Board.
Further to the provisions of the Companies Act 2006 relating to the preparation of a Strategic Report and concerning non-financial and
diversity information, we have integrated the information required for a Non-Financial and Sustainability Information Statement (‘NFSIS’)
into this Strategic Report with a view to cohesive reporting. The NFSIS requirements are explained on page 123, together with a guide to
the location of the embedded information.
BUSINESS REVIEW (CONTINUED)
41Annual Report and Accounts 2025
Strategic Report
KEY PERFORMANCE INDICATORS
We assess the efficacy of our strategy by comparing the
Company’s long-term outcomes against the following five
key measures: Performance, Dividend, (Discount)/Premium,
Efficiency and Marketing. Detailed commentary on these
measures can be found in the Chairman’s Statement and in
the Fund Manager’s Review.
Our Key Performance Indicators ('KPIs') have been set
to help us achieve our overriding strategic objective of
securing long-term growth in capital and income for our
shareholders. Whilst the NAV per share is an important
indicator of our portfolio performance, we recognise that
the share price total return, which is the change in the
share price and assumes all dividends are reinvested, is
most important to shareholders. Income is important and
we aspire to a rising dividend in real terms over the long
term, but this is not achieved at the expense of risking
capital growth potential. A balance is struck between
income and capital needs, which may result in periods
when the dividend is not covered by earnings in pursuit of
superior total returns. Nevertheless, with our substantial
revenue reserve and the flexibility to use capital reserves,
we are in the enviable position of being able to continue
our long track record of dividend increases, even in recent
years when many companies passed or cut their dividend
payments. 2025 marks the fifty fifth consecutive increased
annual dividend and the one hundred and fifty eighth
annual dividend payment.
Volatility in the share price discount to the NAV per share
can be regarded by many as an investment opportunity but
can be unsettling for shareholders. We therefore show this
disparity between the share price and the NAV per share as
a KPI and have set a policy aspiration to see the Company’s
shares trading consistently at, or close to, the NAV per
share. Whilst not a panacea for controlling the discount, the
application of a consistent share buyback policy over many
years has dampened discount volatility and, in most years,
helped to narrow this disparity. The Board remains resolute
in applying the necessary measures towards achieving this
important policy aspiration.
We are also very focused on costs. The recognised method
of cost measurement within the investment trust industry
is Ongoing Charges
(1)
and the Company's Ongoing Charges
ratio has shown a downward trend in recent years. In 2025
it was 0.45%, consistent with the prior year and remains
highly competitive within the investment trust sector. Our
Ten Year Record on page 31 shows the extent to which
we have kept costs under control, which has made a
considerable contribution to our results over multiple years.
We promote and market the Company in a number of
ways. One of our KPIs is a marketing performance measure
that tracks the percentage of the Company’s shares held
on retail platforms as we recognise that these can provide
investors with convenient and relatively low cost access
to the Company’s shares and are an important source of
demand. A healthy level of demand will show the extent to
which we are continuing to meet our purpose and should
help to support the share price. In turn, a well-supported
share price should help towards achieving the Board's
aspiration of the Company's shares trading consistently at,
or close to, the NAV per share. The percentage of shares
held on platforms has increased over the long term.
The Board has also agreed KPIs to measure progress
towards transitioning the Company’s portfolio to net zero
carbon emissions by 2050. Those KPIs are shown within the
responsible investment report on pages 19 to 28.
(1) See Alternative Performance Measures on page 118 for explanation. Following the FCA announcement in September 2024 that, for the time
being, investment companies are not required to comply with the PRIIPs regulations, we only disclose the Company's Ongoing Charges
figure as a KPI.
42
(1) See Alternative Performance Measures on page 117 for explanation.
(2) See Glossary of terms on page 120 for explanation of “benchmark”.
(3) These are considered by the Board to be the most relevant and reliable industry-standard peer group performance measures.
Efficiency: Costs
Year to 31 December:
2021
%
2022
%
2023
%
2024
%
2025
%
Our policy is to control the costs of running the
Company
Ongoing charges
(1)
0.54 0.54 0.49 0.45 0.45
This data measures the running costs as a
percentage of the average net assets in the year.
Source: Columbia Threadneedle Investments
(Discount)/premium: Share price (discount)/premium to NAV
2021
%
2022
%
2023
%
2024
%
2025
%
We aspire to seeing the Company's shares
trading at or close to NAV per share
(Discount) at 31 December
(1)
(7.3) (3.0) (5.9) (9.2) (6.8)
This is the difference between the share price
and the NAV per share (with debt at market
value). It is an indicator of excess supply over
demand for the Company’s shares in the case of
a discount and the excess demand over supply
in the case of a premium.
Average discount in year (7. 2) (7.5) (6.6) (9.2) (7.9)
Source: Columbia Threadneedle Investments
Dividend: Dividend Growth
(1)
per annum to 31 December 2025 (Annualised)
1
Year
%
3
Years
%
5
Years
%
10
Years
%
We aim to deliver a rising dividend stream in
real terms over the longer-term
Dividend 6.4 7.1 6.5 5.6 This shows the Company’s compound annual
dividend growth rate and compares it to the
Consumer Price Index.
Consumer Price Index 3.4 3.3 5.1 3.4
Source: Columbia Threadneedle Investments and Refinitiv Eikon
Performance: Total returns to 31 December 2025 (Cumulative)
1
Year
%
3
Years
%
5
Years
%
10
Years
%
We aim to secure long-term growth in capital
and income
Share price
(1)
14.6 44.9 71.5 228.3
This compares the Company's share price and
NAV total return against that produced by the
benchmark, our peers and against inflation.
NAV (with debt at market value)
(1)
11.6 50.2 73.1 223.9
Benchmark
(2)
14.2 56.8 72.8 231.2
AIC Global Sector Median share price
(investment companies)
(3)
6.2 44.7 24.9 216.8
AIC Global Sector Median NAV
(investment companies)
(3)
8.7 42.6 36.1 197.6
IA Global Sector Median
(open-ended funds)
(3)
9.9 40.5 45.4 169.0
Consumer Price Index 3.4 10.2 28.4 39.7
Source: Columbia Threadneedle Investments, Morningstar UK Limited and Refinitiv Eikon
Marketing: Platforms
As at 31 December:
2021
%
2022
%
2023
%
2024
%
2025
%
We promote access to F&C’s shares through all
available distribution channels with the aspiration
of being on as many platforms as possible.
Platforms 65.5 67.1 67.5 69.1 68.8
This shows how the percentage of shares held
through platforms, including the Columbia
Threadneedle Investment Savings Plans, has been
increasing over the long term.
Other individuals, advisers and
institutions
34.5 32.9 32.5 30.9 31.2
Source: Columbia Threadneedle Investments
BUSINESS REVIEW (CONTINUED)
43Annual Report and Accounts 2025
Strategic Report
PRINCIPAL AND EMERGING RISKS
RISK MONITORING
The Board has continued to work with the Manager in
managing the Company’s risks. A risk summary is produced
by the Manager in consultation with the Board to identify
the risks to which the Company is exposed, the controls in
place and the actions being taken to mitigate them. The
Board, through the Audit Committee, has a robust process
for considering the resulting risk control assessment at
regular meetings and on an ongoing basis it reviews the
significance of the risks and the reasons for any changes.
To a great extent, the Company is reliant on the risk
management and internal control processes that are
embedded in the Manager's day-to-day operations. The
Board is confident through regular review and scrutiny that
the Manager has the required systems, tools, governance
and processes in place to identify, assess, monitor, manage
and mitigate all material risk and control issues that
might impact the Company. This includes the ability of
the Manager to leverage expert resource as required: for
example, the Company benefits from the Manager’s global
team of experts that focuses continuously on cybersecurity.
The Manager provides ongoing comprehensive risk
management and control across the whole of the
Company’s portfolio, including management and oversight
of the risks arising from the use of both internal resource
and third-party managers.
The Board confirms that it has carried out a robust review
and assessment of the Company's Principal and Emerging
Risks that could threaten its future success. This included
near-term risks such as those posed by geopolitical
uncertainty and longer-term risks, such as climate change.
The consequences for the Company’s strategy, business
model, liquidity, future prospects, long term viability and its
commitment to transition the portfolio to net zero carbon
emissions by 2050 formed an integral part of the review.
In 2024, the Board identified Responsible Investment
Disclosure as an emerging risk, specifically the inaccurate
collection and disclosure of relevant data. This was as a
result of an error that had occurred in the prior year. The
Board is satisfied that the Manager has implemented
additional controls and therefore this risk has receded and
is no longer considered an emerging risk.
Our risk evaluation forms an inherent part of our strategy
determination, which seeks to mitigate risks and to pursue
the opportunities that arise. As a result of the Board's
assessment, the following risk disclosures reflect what it
believes to be the Principal and Emerging Risks that the
Company faces at present, the material controls in place to
mitigate those risks and whether the status of those risks
has changed in the year under review.
44
PRINCIPAL RISKS
Risk Description Risk Mitigation/Controls Status
Unsatisfactory Investment Performance
Sub-optimal implementation
of the investment strategy,
for example poor asset
allocation, sector and stock
selection, concentration risk,
excessive diversification,
inadequate in-house private
equity capability, currency
exposure and use of gearing
and derivatives may give rise
to under-performance against
the Company’s benchmark
and companies within its peer
group. It may also impact the
Company’s dividend paying
capacity.
Under our business model, a Manager is appointed with the capability and
resources to manage the Company’s assets through asset allocation, sector
and stock selection, risk management and the use of gearing. The Manager
can delegate the management of investment portfolios externally to third-
party managers. The individual global and regional investment portfolios
are managed as a whole to provide diversification, lower volatility and lower
risk.
The performance of the Company relative to its benchmark, its peers
and inflation is a KPI measured by the Board on an ongoing basis. The
Company’s portfolio is well diversified and its closed-end structure enables
it to continue to take a long-term view. Detailed reports, including revenue
forecasts, provided by the Fund Manager are reviewed by the Board at
each of its meetings.
Long-term performance remains in line with the Company’s objective and
the Board’s expectations. Prudent management of the Company’s Revenue
Reserve means that its dividend paying capacity remains strong. The key
indicators of risk remain within tolerance across the long-term, diversified
portfolio.
Geopolitical Events
Geopolitical risks may
result in global financial and
equity markets instability.
Geopolitical actions may
result in the imposition of
government and/or regulatory
controls, causing falls in
equity markets and resulting
in long term bear markets,
with inflation damaging real
returns, thereby restricting
growth opportunities.
A significant weakening of
the US Dollar against sterling
would impact dividend income
and absolute performance
negatively and reduce the
attractiveness of overseas
assets to UK investors.
The Company has a clearly defined investment strategy. Assets are
diversified to reduce concentration risk and investment processes
incorporate non-financial and risk considerations in the assessment of
investment opportunities. Gearing limits are set by the Board and levels are
reported regularly.
The Manager has systems, staff and controls in place to enable ongoing
monitoring of, and quick reaction to, financial crises.
The results of forward-looking stress tests, ranging from moderate to
extreme scenarios, have provided the basis for the Board to confirm the
Company’s long-term viability.
Recent events in the Middle East demonstrate clearly that this risk has
increased.
BUSINESS REVIEW (CONTINUED)
Risk increased Risk decreased Risk unchanged
45Annual Report and Accounts 2025
Strategic Report
Risk Description Risk Mitigation/Controls Status
Service Delivery Failure
Service providers are unable
to provide expected services.
Delivery failure may be due
to various factors including
systems failure, a data breach
as a result of cybercrime,
material error and fraud.
This includes functions
delegated by the Manager,
for example fund accounting,
third party sub-portfolio
managers and third party
providers appointed directly
by the Company, such as
the Custodian, Registrar and
Depositary.
Legal agreements are in place with the Manager, sub-portfolio managers
and other third party service providers. These set out the agreed service
levels which are monitored. All third parties provide reports on their internal
controls environment which are independently audited. These reports
are reviewed by the Board with follow up queries directed to the relevant
parties where necessary.
The Manager produces a quarterly investment trust controls report,
detailing any breaches, errors and/or general updates relevant to the
Company. Each year the Board reviews the Manager’s Assessment of
Value for the Company, which is submitted by the Manager to the FCA in
compliance with the Consumer Duty regulation.
The Company’s Depositary is liable in the event of a loss of assets.
The performance of the Manager and the third party service providers are
evaluated formally by the Management Engagement Committee on an
annual basis.
Discount
The absolute level and
volatility of the discount/
premium to NAV at which
the Company's shares trade
moves to an extent that it
disadvantages shareholders.
For example, the discount may
widen through lack of demand
for the shares in the market
as a result of significant
underperformance. As a result,
the attractiveness of the
Company's shares to investors
is diminished. A wide discount
may also attract activist
shareholders.
The Board monitors the discount/premium at which the shares trade on an
absolute level and relative to its peer companies and the wider investment
trust sector.
It operates a share buyback programme, thereby enhancing the NAV per
share for ongoing shareholders and with the aim of minimising the absolute
level and volatility of the discount at which the Company’s shares trade.
During 2025, the discount on the Company's shares ranged between 3.6%
and 13.8% and averaged 7.9% over the year.
46
PRINCIPAL RISKS (CONTINUED)
Risk Description Risk Mitigation/Controls Status
Cybercrime
Disruption to the Manager’s
or third party suppliers'
systems as a result of
cybercrime, including with the
use of Artificial Intelligence,
could prevent the accurate
monitoring and reporting
of the Company’s financial
position and impact the
confidentiality or integrity of
company data. Cybercrime
could also impact other
service providers’ ability to
provide the agreed services
and could result in the theft of
client assets.
The Audit Committee receives an annual update from the Manager’s
Chief Information Security Officer and the organisation ensures that it is
compliant with the Digital Operational Resilience Act (‘DORA’)
(1)
, which
came into effect in January 2025. There are multiple layers of controls
in place from protecting data, applications, end points, servers and the
network through to people and processes and there are a number of
proactive policies in place, along with a 24/7 security operation centre
to monitor threats. The Manager is fully aware and acts upon new cyber
information as and when it becomes available.
Whilst the risk remains high, Board and management vigilance also remains
heightened.
Loss of Key Personnel
A key individual or team
could depart from the
Manager causing disruption
to the management of the
Company’s assets and under-
performance.
The greatest key person risk is
the Company’s Fund Manager,
Paul Niven, who is Head of
Multi-Asset Solutions (EMEA)
at Columbia Threadneedle
Investments and who has been
managing the Company’s
assets since 2014.
The Board meets with members of the wider Columbia Threadneedle
Investments management team to ensure that relationships are fully
developed at all levels. Succession planning concerning any potential
significant management changes is shared with the Board.
The Manager's Multi-Asset Solutions team is more than 20 strong and
senior members of the team attend Board meetings regularly. The Board
has received assurance from senior management at Columbia Threadneedle
Investments that it has the necessary breadth and experience if it was
required to manage without Mr Niven and it is confident that the structure
that supports him could manage in the event that he was to become
incapacitated or leave the firm. Having considered who are the key people
that could potentially pose a risk to the Company should they leave
Columbia Threadneedle Investments, the Board is confident that they
could be replaced appropriately through internal promotion or external
recruitment.
Failure to Transition to Net Zero
The Board has made a
commitment to transition
the Company's portfolio to
net zero carbon emissions by
2050. Responsible investment
is a field that is evolving
rapidly and it can present
both opportunities and threats
to the long-term investment
performance that we aim to
deliver to our shareholders.
The Manager believes in the power of engaged, long-term ownership
as a force for positive change. It applies high standards of responsible
investment in managing the investments on behalf of our shareholders
and takes seriously its stewardship responsibilities, actively engaging
with investee companies. The Board meets with Columbia Threadneedle’s
responsible investment team on a regular basis. We recognise the
importance of disclosing information on responsible investment that
is relevant, reliable and, as far as possible, ensuring that it is presented
in a consistent way from year to year in order that our progress can be
assessed.
Continuing geopolitical uncertainty and policy changes may lead to
increases in carbon intensity globally.
(1) See Glossary of terms on page 120.
BUSINESS REVIEW (CONTINUED)
47Annual Report and Accounts 2025
Strategic Report
EMERGING RISKS
Risk Description Risk Mitigation/Controls
Disruptive Technology
The emergence of new, disruptive technology,
including the use of Artificial Intelligence, presents both
opportunities and threats. It could have a negative impact
on the valuation of investments within the portfolio and/
or the consequences of new disruptive technology are not
understood fully and therefore investment opportunities
are missed.
The Company’s Fund Manager is supported by a team of
experienced investment professionals who provide research,
supplemented by third party firms.
Assets are diversified to reduce concentration risk, in line
with the agreed investment strategy. We believe that it will
take some time for the impact of Artificial Intelligence to
flow through which, therefore, gives the Fund Manager time
to react and reposition the Company’s portfolio accordingly.
LONG-TERM VIABILITY
The UK Corporate Governance Code and the AIC Code
of Corporate Governance require the Board to assess the
prospects of the Company over a longer period than the 12
months required by the Going Concern provision.
The Audit Committee carried out scenario testing in order to
consider the Company’s long-term viability over a period of
ten years to 31 December 2035. The tests commenced with
a base case scenario that covered a range of assumptions
that it considers to be the most relevant, to which sensitivity
analysis was then applied in order to assess the impact of
more extreme scenarios. A key assumption in each scenario
included no change to the Company’s dividend policy.
The worst case scenario tested by the Audit Committee
was based on what it believed to be severe but realistic
assumptions. It addressed the potential impact of falls of
40% in the value of the listed investments and 35% for the
private equity investments in 2026; followed by a 20% fall in
listed equities in 2027 together with fluctuations in income
receipts. The fall in value of investments may occur for a
variety of reasons. Under this scenario the early funding
of the private equity commitments would increase the
proportion of that portfolio as a percentage of the total
value of the investments as a whole. All loans were assumed
to have been repaid at the beginning of 2026. Private equity
valuations were assumed to make a modest recovery in later
years, while exchange rate movements would fluctuate from
year to year.
The results from the worst-case scenario showed that under
such highly adverse conditions the net assets would fall to
no lower than £1.6 billion and would be at £2.5 billion by
31 December 2035. Dividend payments to shareholders
could continue to be paid through the utilisation of Capital
Reserves.
Under a scenario based on the movements in income,
inflation and valuations over the ten year period that
followed the financial crisis of 2008, net assets would rise
to £11.9 billion at 31 December 2035. Whilst a scenario that
used the movements in income, inflation and valuations in
the ten years following the 1970’s oil crisis showed that net
assets would rise to £13.1 billion by 31 December 2035.
The assumptions used for these tests purposefully did
not take into account that under such severe conditions
the Board and Manager would have taken further
action to mitigate the impact. Furthermore, the tests
were a theoretical and illustrative scenario exercise, the
assumptions for which are extreme and highly unlikely. Their
purpose was to help inform the Directors of the Company’s
resilience under conditions so severe that they would impact
global economies, markets, companies and businesses alike.
The tests help to support the Board’s assessment of the
Company’s long-term viability. The results do not represent
its views or give an indication of the likely outcome.
Having considered its current position and the principal and
emerging risks that the Company faces and having applied
stress tests under worst-case scenarios that would severely
impact global economies and markets alike, the Board
confirms that it has assessed the Company’s prospects, to
the extent that it is able to do so, over the next ten years.
48
In concluding that ten years is an appropriate period for
this assessment, the Board considers that this approximates
to a suitable period over which its longer-term investment
performance should be judged and the periods over which it
would typically commit to and benefit from its private equity
investments.
The Board also took into consideration the long-term
duration of the Company’s debt, the perceived viability of
the Company’s principal service providers, the potential
effects of expected regulatory changes and the potential
threat from competition. The Company’s business model,
strategy and the embedded characteristics have helped
define and maintain its stability over many decades. The
Board expects this to continue over many more years to
come.
The Directors confirm therefore, that they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities in full over the coming ten
years to 31 December 2035.
On behalf of the Board
Beatrice Hollond
Chairman
13 March 2026
RESILIENT, RESPONSIBLE AND PROSPEROUS FOR OVER 150 YEARS
• We have a long-term investment strategy under
which we invest mainly in readily realisable, publicly
listed securities and which restricts the level of
borrowings.
• We are able to take advantage of our closed-end
investment trust structure to deliver on our objective
over the long-term and have secured borrowings
with terms well in excess of ten years at historically
low interest rates.
• Our business model and strategy are not time limited
and, as a global investment trust company, we are
unlikely to be adversely impacted materially as a
direct result of geopolitical events over the long term.
• We have a strong record of taking advantage of
investment opportunities that arise from market
shocks and volatility.
• Our revenue and expenditure forecasts are subject
to regular and robust review throughout the year
against a backdrop of large revenue and capital
reserves.
• We have substantial headroom under our loan
covenants.
• We can hold a proportion of our long-term less liquid
private equity investments over very many years
without pressure to realise them ahead of time.
• We retain title to all assets held by the Custodian
which are subject to further safeguards imposed on
the Depositary.
• We have made a commitment to transition our
portfolio to net zero carbon emissions by 2050.
BUSINESS REVIEW (CONTINUED)
49Annual Report and Accounts 2025
Governance Report
BOARD OF DIRECTORS
BEATRICE HOLLOND
(2)
Chairman Appointed to the Board on 1
September 2017 and as Chairman of the Board
and the Management Engagement Committee
on 1 January 2020. She was appointed Chairman
of the Nomination Committee on 1 September
2019.
Experience and skills: Beatrice brings to the
Board investment knowledge and expertise
in both equities and global fixed income. She
also brings leadership skills from her time as
a Managing Director of Credit Suisse Asset
Management, LLC where she spent 16 years
in global fixed income. Beatrice was a non-
executive director of Templeton Emerging
Markets Investment Trust PLC until 2022.
Other public company appointments: None.
JOSH BOTTOMLEY
(3)
Appointed to the Board on 1 September 2025.
Experience and skills: Josh is Chief Executive
Officer of Dunnhumby, a global artificial
intelligence and analytics business. He
brings experience and expertise in leading
differentiation, innovation and scaled growth
in highly competitive, rapidly changing sectors.
Josh was previously an Operating Partner
at CVC Capital Partners and has held senior
positions at HSBC Holdings plc (Global Head
of Digital, Data and Development), Google
Inc. (Global Head, Display) and LexisNexis
(Managing Director).
Other public company appointments: None.
ANURADHA CHUGH
(1)(3)
Appointed to the Board on 1 July 2023. Anu
has been appointed Chairman of the newly-
established Customer Strategy Committee.
Experience and skills: Anu brings to the Board
extensive marketing experience. She was the
Chief Executive of Pukka Herbs, where she was
responsible for governance and strategy until
June 2023. She is a marketing professional
with more than 25 years’ experience in the
consumer-packaged goods industry, having
formerly been Managing Director of Ben and
Jerrys Europe, Global Marketing Director of
Unilever and Marketing Director of Pepsi Lipton
International. Prior to that she held a number of
senior marketing roles at Unilever.
Other public company appointments: None.
RAIN NEWTON-SMITH
(2)
Appointed to the Board on 11 May 2021.
Experience and skills: Rain has considerable
economic and political insight as well as
expertise in sustainability, governance on
reducing carbon emissions and in developing
environmental, social and governance
(‘ESG’) reporting. She is Chief Executive
of the Confederation of British Industry,
having previously been its Chief Economist,
providing business leaders with advice on the
UK economic outlook and global risks. Rain
was formerly Head of Emerging Markets at
Oxford Economics, where she was the lead
expert on China. Prior to that, Rain worked as
a research advisor to the Bank of England’s
Monetary Policy Committee, which included
a secondment to the International Monetary
Fund.
Other public company appointments: None.
50
QUINTIN PRICE
(1)(2)
Senior Independent Director
Appointed to the Board on 10 March 2020.
Experience and skills: Quintin brings
investment banking and investment
management knowledge and expertise to
the Board from a 40 year career working at a
senior level for a number of leading companies.
From 2005 to 2015 he was at BlackRock where
he was Global Head of Alpha Strategies and a
member of the Global Executive Committee.
Other public company appointments: None.
STEPHEN RUSSELL
(1)(3)
Appointed to the Board on 1 February 2022.
Experience and skills: Stephen brings a very
high level of investment skills and knowledge
to the Board. Until 2025 he was Investment
Director and a member of the multi asset
investment committee at Ruffer LLP, where
he helped direct its investment strategy. He
joined Ruffer in 2003 and managed its flagship
pooled funds and developed its institutional
pension fund offering into one of the largest
multi asset/absolute return fund managers
in the UK. Stephen previously managed
segregated pension funds at Sun Life of
Canada and advised pension fund managers as
a strategist at HSBC.
Other public company appointments: None.
JULIE TANKARD
(1)(2)
Chairman of the Audit Committee
Appointed to the Board and as Chairman of the
Audit Committee on 1 August 2022.
Experience and skills: Julie has a strong
financial background. She is a fellow of
the Chartered Institute of Management
Accountants and until July 2023 was the
Chief Financial Officer and a Board member
of the Port of London Authority where, as
well as finance, she was responsible for risk,
procurement, legal and information technology.
Julie previously chaired the audit committee
of Leeds & York NHS Foundation Trust, prior to
which she held various senior positions at BT
plc.
Other public company appointments: Julie is a
non-executive director of The Biotech Growth
Trust plc.
(1) Member of the Audit Committee
(2) Member of the Nomination Committee
(3) Member of the Customer Strategy Committee
All the Directors are members of the Management Engagement Committee. No Director has a shared directorship elsewhere with other Directors.
RICHARD ROBINSON
(1)
Appointed to the Board on 3 May 2024.
Experience and skills: Richard has extensive
investment knowledge, expertise and
experience in global equity markets. He
is Investment Director at Paul Hamlyn
Foundation. Richard was previously Head of
Charities & Foundations at Schroders plc and
held a number of senior positions at Rothschild
Asset Management. He is a former director of
JPMorgan Global Emerging Markets Income
Trust plc and Aurora Investment Trust plc.
Other public company appointments: None.
BOARD OF DIRECTORS (CONTINUED)
51Annual Report and Accounts 2025
Governance Report
DIRECTORS’ REPORT
The Directors submit the Annual Report and Accounts of
the Company for the year ended 31 December 2025. The
Business Review, Corporate Governance Report, Directors’
biographies, the Reports of the Management Engagement
and Audit Committees and the Directors' Remuneration
Report all form part of this Directors’ Report.
RESULTS AND DIVIDENDS
The results for the year are set out in the attached accounts.
The three interim dividends totalling 11.40 pence per share,
together with the final dividend of 5.20 pence per share
which, subject to approval at the forthcoming Annual
General Meeting (‘AGM’) (Resolution 4), will be paid on 6
May 2026 to shareholders registered on 10 April 2026, will
bring the total dividend for the year to 16.6 pence per share.
This represents an increase of 6.4% over the comparable
15.60 pence per share paid in respect of the previous year.
ACCOUNTING
The Financial Statements, starting on page 82, comply
with current UK Financial Reporting Standard (FRS) 102,
supplemented by the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’ (‘SORP’) published by the
Association of Investment Companies (‘AIC’). The significant
accounting policies of the Company are set out in note 2
to the Accounts. The unqualified auditors’ opinion on the
Financial Statements appears on page 74. Shareholders will
be asked to approve the adoption of the Annual Report and
Accounts at the forthcoming AGM (Resolution 1).
DISCLOSURE OF INFORMATION TO THE AUDITORS
Each Director confirms that, to the best of their knowledge
and belief:
i) there is no information relevant to the preparation of the
Annual Report and Accounts of which Ernst & Young LLP
(‘EY’ or the ‘auditors’) is unaware; and
ii) each of the Directors has taken all the steps that a
Director might reasonably be expected to have taken to
be aware of relevant audit information and to establish
that EY is aware of that information.
The above confirmation is given and should be interpreted
in accordance with the provision of Section 418 of the
Companies Act 2006.
APPOINTMENT OF AUDITOR
As explained more fully in the Report of the Audit
Committee on page 68, an audit tender was undertaken
during the year. As a result of that process, it was agreed to
appoint KPMG LLP to succeed EY as the Company’s auditor.
Resolutions proposing KPMG’s appointment and authorising
the Audit Committee to determine its remuneration for
the ensuing year will be put to shareholders at the AGM
(Resolutions 13 and 14).
CAPITAL STRUCTURE
As at 31 December 2025 there were 561,819,016 ordinary
shares of 25 pence each (‘ordinary shares’) in issue, of
which 87,350,495 were held in treasury. The total number of
voting rights in the Company as at 11 March 2026 is set out
in Note 17 to the Notice of Annual General Meeting.
All ordinary shares (excluding those held in treasury) rank
equally for dividends and distributions and carry one vote
each. There are no restrictions concerning the transfer of
securities in the Company, no special rights with regard
to control attached to securities, no agreements between
holders of securities regarding their transfer known to the
Company and no agreement which the Company is party
to that affects its control following a takeover bid. More
details of the capital structure can be found in note 16 to the
Accounts. The revenue profits of the Company (including
accumulated Revenue Reserve), together with the realised
capital profits of the Company, are available for distribution
by way of dividends to the holders of the ordinary shares.
Upon a winding-up, after meeting the liabilities of the
Company, the surplus assets would be distributed to
shareholders pro rata to their holdings of ordinary shares.
Full details are set out in the Company’s Articles of
Association.
The price of the Company’s existing ordinary shares of
25p each (the ‘Existing Ordinary Shares’) has increased
substantially over the last 10 years and, as at 11 March 2026
(being the latest practicable date prior to publication of
this document), the closing share price was 1,228p. To assist
monthly savers and those who reinvest their dividends
or are looking to invest smaller amounts, the Directors
believe that it is appropriate to propose a sub-division of
each Existing Ordinary Share into four new ordinary shares
of 6.25p each (the ‘New Ordinary Shares’). The Directors
believe that the sub-division (the ‘Share Split’) may also
improve the liquidity in and marketability of the Company’s
shares, which would benefit all shareholders. Following the
52
Share Split, each shareholder will hold four New Ordinary
Shares for each Existing Ordinary Share that they held
immediately prior to the Share Split. Whilst the Share Split
will increase the number of ordinary shares the Company
has in issue, upon the Share Split becoming effective the
net asset value, share price and dividend per share can be
expected to become one quarter of their respective values
immediately preceding the Share Split. A holding of New
Ordinary Shares following the Share Split will represent the
same proportion of the issued ordinary share capital of the
Company as the corresponding holding of Existing Ordinary
Shares immediately prior to the Share Split. The Share Split
will not affect, therefore, the overall value of a shareholder’s
holding in the Company.
By way of example, taking the net asset value (including
current year revenue with debt at par) and share price as
at 11 March 2026 of 1,309.13p and 1,228p respectively per
Existing Ordinary Share, if the Share Split had become
effective as at that date, each holder of one Existing
Ordinary Share would receive four New Ordinary Shares
with a share price of 307p per share and an aggregate
net asset value and share price of 1,309.13p and 1,228p
respectively immediately following the Share Split. The
New Ordinary Shares will rank pari passu with each other
and will carry the same rights and be subject to the same
restrictions as the Existing Ordinary Shares, including
the same rights to participate in dividends paid by the
Company. The ex-dividend date and the payment date for
the final dividend payable in respect of the financial year
ended 31 December 2025 are before the date of the Share
Split and therefore the dividend payment on 6 May 2026 is
not affected. In future years, dividends per share will be one
quarter of the level that they would otherwise have been
but a shareholder who neither buys nor sells shares will
continue to receive the same total amount in dividends as
they would otherwise have received.
Communication preferences and mandates and other
instructions for the payment of dividends in paper form or
via CREST will, unless and until revised, continue to apply
to the New Ordinary Shares. The Share Split will not itself
give rise to any liability to UK income tax (or corporation
tax on income) for shareholders. For the purposes of UK
capital gains tax and corporation tax on chargeable gains,
the receipt of the New Ordinary Shares from the Share Split
will be a reorganisation of the share capital of the Company.
Accordingly, a shareholder’s holding of New Ordinary Shares
will be treated as the same asset as the shareholder’s holding
of Existing Ordinary Shares and as having been acquired
at the same time, and for the same consideration, as the
shareholder's holding of Existing Ordinary Shares. The Share
Split requires the approval of shareholders and, accordingly,
Resolution 17 at the forthcoming AGM seeks such approval.
The Share Split is conditional on the New Ordinary Shares
being admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange’s
main market for listed securities. Applications for such
admissions will be made and, if they are accepted, it is
proposed that the last day of dealings in the Existing
Ordinary Shares will be Friday 8 May 2026 (with the record
date for the Share Split being 6.00pm on that date) and
that dealings in the New Ordinary Shares will commence
on Monday 11 May 2026. If Resolution 17 is passed, the
Share Split will become effective on admission of the New
Ordinary Shares to the Official List, which is expected to be
at 8.00am on Monday 11 May 2026. The aggregate nominal
value of the Company’s issued share capital as at 11 March
2026 was £118,312,883 comprising 473,251,531 ordinary
shares of 25p each (a further 88,567,485 shares were held
in treasury). If the Share Split is applied to the issued share
capital as at 11 March 2026, the total aggregate nominal
value of the share capital will remain at £118,312,883 but will
comprise 1,893,006,124 ordinary shares of 6.25p each in
issue and a further 354,269,940 shares in treasury.
The New Ordinary Shares may be held in certificated or
uncertificated form. Following the Share Split becoming
effective, share certificates in respect of the Existing
Ordinary Shares will cease to be valid and will be cancelled.
New certificates in respect of the New Ordinary Shares will
be issued to those shareholders who hold their Existing
Ordinary Shares in certificated form and are expected to
be dispatched not later than 22 May 2026. No temporary
documents of title will be issued. Transfers of New
Ordinary Shares between 11 May 2026 and the dispatch
of new certificates will be certified against the Company’s
register of members held by the Company’s Registrars. It
is expected that the ISIN (GB0003466074) of the Existing
Ordinary Shares will be disabled in CREST at the close of
business on 8 May 2026 and the New Ordinary Shares will
be credited to CREST accounts on 11 May 2026. In order
for the Share Split to be processed and for trading on the
New Zealand Stock Exchange to continue, a temporary
ticker code with a new ISIN will be created only for use in
New Zealand. It is expected that this will be used from the
commencement of trading on 7 May 2026 until close of
DIRECTORS’ REPORT (CONTINUED)
53Annual Report and Accounts 2025
Governance Report
trading on 8 May 2026. On 11 May 2026, trading will resume
using the original ticker code with the new ISIN continuing
to be used and trading in the temporary ticker code will
cease.
REPURCHASE AND ISSUE OF SHARES
At the annual general meeting held on 30 April 2025,
shareholders renewed the Board’s authority to repurchase
up to 14.99% of its own issued ordinary shares, (excluding
any shares held in treasury) at a discount to NAV per share.
The shares repurchased can either be cancelled or held in
treasury, to be re-issued as and when the share price is at a
premium to the NAV per share. Shareholders also authorised
the Board to issue new ordinary shares or sell shares from
treasury up to 10% of the number then in issue.
A total of 8,064,027 ordinary shares were repurchased
during the year, all of which were placed in treasury. The
shares repurchased represented 1.7% of the shares in issue
(calculated exclusive of any shares held in treasury) as at
31 December 2024. The repurchases were made at prices
ranging between 1,063.4 pence and 1,251.2 pence per
share and the aggregate consideration paid for the shares,
including stamp duty and commissions, was £95.4m. A total
of 1,216,990 ordinary shares have been repurchased into
treasury between 31 December 2025 and 11 March 2026.
NOTIFIABLE INTERESTS IN THE COMPANY’S VOTING
RIGHTS
As at 31 December 2025 and since that date no notifications
of significant voting rights have been received under the
DTRs.
PROPORTIONAL VOTING
Approximately 42% of the Company’s share capital is held
on behalf of non-discretionary clients through the Columbia
Threadneedle Savings Plans. For those planholders who do
not return their voting directions for the forthcoming AGM,
the nominee company will vote their shares in proportion to
those who do vote (‘proportional voting’). Implementation
of this arrangement is subject to a minimum threshold of
5% of the shares held in the plans being voted. A maximum
limit of 492,261 shares that any one individual investor can
vote, being approximately 5% of the minimum threshold,
also applies. Any shares voted by an investor in excess
of the maximum limit remain valid, but do not form part
of the proportional voting basis. Planholders have the
right to exclude their shares from the proportional voting
arrangement.
APPOINTMENTS TO THE BOARD
Under the Articles of Association of the Company, the
number of Directors on the Board may be no less than
three and no more than fifteen. Directors may be appointed
by the Board or by the Company by ordinary resolution.
All Directors so appointed are subject to re-election by
shareholders at the next annual general meeting. On
appointment, Directors are provided with a handbook
that includes key company documents and details and
have a series of meetings with key individuals at Columbia
Threadneedle Investments as part of their induction process.
REMOVAL OF DIRECTORS
The Company may by special resolution remove any
Director and may by ordinary resolution appoint another
person who is willing to act to be a Director in their place.
The provisions under which a Director would automatically
cease to be a Director are set out in the Company’s Articles
of Association.
CONTRIBUTION AND INDEPENDENCE OF DIRECTORS
The Board is composed solely of independent non-executive
Directors. The Nomination Committee has considered
each Director's performance and the Board has concurred
with its assessment that each Director continues to
make a valuable and effective contribution and remains
committed in their role. Furthermore, no Director has a
past or current connection with the Manager and each
remains independent in character and judgement with no
relationships or circumstances relating to the Company that
are likely to affect their judgement. The Board has therefore
concurred with the Nomination Committee’s assessment
that all the Directors are independent of the Manager and of
the Company itself.
DIRECTORS
The biographies of the Directors who held office at the end
of the financial year are set out on pages 49 and 50. The
skills and experience each Director brings to the Board for
the long-term sustainable success of the Company are also
set out there. Having served as a Director for nine years,
in accordance with corporate governance best practice,
Edward Knapp retired from the Board on 31 July 2025.
With the exception of Josh Bottomley, who was appointed
on 1 September 2025, all the other Directors held office
throughout the year under review. All the Directors will
stand for re-election by shareholders at the forthcoming
AGM in accordance with the Company’s Articles of
Association (Resolutions 5 to 12). Beatrice Hollond will have
54
served as a Director for nine years in September 2026. She
will seek re-election at the AGM but will step down from the
Board later this year.
DIRECTORS’ INTERESTS AND INDEMNIFICATION
There were no contracts to which the Company was a party
and in which a Director is, or was, materially interested
during the year. There are no agreements between the
Company and its Directors concerning compensation for
loss of office.
The Company has granted a deed of indemnity to the
Directors in respect of liabilities that may attach to them
in their capacity as Directors of the Company. This covers
any liabilities that may arise to a third party for negligence,
default or breach of trust or duty. This deed of indemnity is
a qualifying third-party provision (as defined by section 234
of the Act) and has been in force throughout the year under
review and remains in place as at the date of this report.
It is available for inspection at the Company’s registered
office during normal business hours and at the AGM. The
Company also maintains directors’ and officers’ liability
insurance.
ARTICLES OF ASSOCIATION
The Company may only adopt new Articles of Association
by special resolution passed by shareholders at a general
meeting.
CONFLICTS OF INTEREST
A company director has a statutory obligation to avoid a
situation in which they have, or potentially could have, a
direct or indirect interest that conflicts with the interests
of the company of which they are a director (a ‘situational
conflict’). The Board therefore has procedures in place for
the review and authorisation of potential conflicts relating to
the Directors. Limits can be imposed as appropriate.
Other than the formal authorisation of the Directors’ other
directorships, no authorisations have been sought. Those
authorisations were reviewed last in January 2026. Aside
from situational conflicts, the Directors must also comply
with the statutory rules requiring company directors to
declare any interest in an actual or proposed transaction or
arrangement with the Company.
SAFE CUSTODY OF ASSETS
The Company’s listed 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 Columbia Threadneedle in accordance
with the provisions of the investment management
agreement. The Custodian is paid a variable fee dependent
on the volume of transactions 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: 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 limits
requirements. The Depositary receives for its services a fee
of one basis point per annum on the first £1 billion of the
Company’s net assets and 0.25 basis points per annum on
net assets in excess of that amount, payable monthly in
arrears.
Although the Depositary has delegated to the Custodian
the safekeeping of all listed investments held within
the Company’s portfolio, in the event of loss of those
investments 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 FEES
Information on the management fees payable by the
Company is set out in the Report of the Management
Engagement Committee on page 61.
UK LISTING RULE 6.6.4R
The FCA's UK Listing Rule 6.6.4R requires the Company to
include certain information in a single identifiable section
of the Annual Report or a cross reference table indicating
where that information is set out. The Directors confirm that
there are no disclosures to be made in this respect.
DIRECTORS’ REPORT (CONTINUED)
55Annual Report and Accounts 2025
Governance Report
ANNUAL GENERAL MEETING (‘AGM’)
The Company's AGM will be held at The Merchant
Taylors’ Hall, 30 Threadneedle Street, London EC2R 8JB
on Wednesday 29 April 2026 at 12.00 noon. The Notice
of Meeting is set out on pages 108 to 112 and includes
a map of the venue location. The Fund Manager will
give a presentation at the meeting and there will be an
opportunity to ask questions. If you are unable to attend
the AGM, you are requested to 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:
fcitagm@columbiathreadneedle.com. The Fund Manager’s
presentation will be available to view on the Company’s
website at fandc.com, following the meeting.
The AGM will be a "hybrid" meeting, with shareholders
being able to attend the meeting in person or online. For
shareholders choosing to view the AGM online, they will be
able to participate by asking questions and voting. Details
of how to do so are given in the letter that accompanies
your Form of Proxy or Form of Direction. Voting on all
resolutions will be conducted by way of a poll. You are
therefore requested to lodge your votes either through the
online portal or by completing and returning your Form of
Proxy or Form of Direction in accordance with the guidance
set out below. Its completion and return will not preclude
you from attending the meeting and voting in person. The
results of each poll will be announced via a regulatory
announcement to The London Stock Exchange and posted
on the Company’s website at fandc.com after the meeting.
AUTHORITY TO ALLOT SHARES AND SELL SHARES FROM
TREASURY (RESOLUTIONS 15 AND 16)
By law, directors are not permitted to allot new shares (or
to grant rights over shares) unless authorised to do so by
shareholders. In addition, directors require specific authority
from shareholders before allotting new shares (or granting
rights over shares) for cash or selling shares out of treasury,
without first offering them to existing shareholders in
proportion to their holdings.
Resolution 15 gives the Directors the necessary authority
to allot securities up to an aggregate nominal amount
of £11,831,288, being equivalent to approximately 10% of
the Company’s issued share capital (calculated exclusive
of any shares held by the Company in treasury) as at 11
March 2026, being the latest practicable date before the
publication of the notice of the AGM.
Resolution 16 empowers the Directors to allot such
securities for cash, other than to existing shareholders on a
pro rata basis and also to sell treasury shares without first
offering them to existing shareholders in proportion to their
holdings, up to an aggregate nominal amount of £11,831,288
(representing approximately 10% of the issued ordinary
share capital of the Company at 11 March 2026, calculated
exclusive of the shares held in treasury).
These authorities provide the Directors with a degree
of flexibility to increase the assets of the Company by
issuing new shares or re-issuing shares from treasury, in
accordance with its policies or should any other favourable
opportunities arise to the advantage of shareholders. The
Directors expect that they will use the authorities mainly
to satisfy demand from participants in the Columbia
Threadneedle Savings Plans when they believe it is
advantageous to the Company’s shareholders to do so.
Under no circumstances would the Directors issue shares
or re-issue treasury shares at a price which would result in a
dilution of the NAV per ordinary share.
SHARE SPLIT (RESOLUTION 17)
The Board is recommending that shareholders approve the
proposal for a four for one share split of the Company’s
shares, whereby shareholders will be issued four shares of
6.25p each for each share of 25p currently held. Full details
are provided on pages 51 and 52 under Capital Structure.
AUTHORITY FOR THE COMPANY TO REPURCHASE ITS
OWN SHARES (RESOLUTION 18)
At the annual general meeting held in 2025 the Company
was authorised to repurchase approximately 14.99% of
its own shares for cancellation or to be held in treasury.
The number of shares remaining under that authority as
at 31 December 2025 was 64,704,593 shares or 13.6% of
the issued share capital, exclusive of the number of shares
held in treasury. Resolution 18 will authorise the renewal
of such authority, enabling the Company to repurchase
in the market up to a maximum of 70,940,404 ordinary
shares (or, should Resolution 17 be passed and the
proposed share split become effective, 283,761,617 New
Ordinary Shares) equivalent to approximately 14.99% of
the issued share capital, exclusive of treasury shares and
sets out the minimum and maximum prices at which they
may be repurchased exclusive of expenses, reflecting the
requirements of the Companies Act 2006 (the ‘Act’) and
the UK Listing Rules.
56
The Directors will continue to use this authority in
accordance with its share repurchase policy. Under the
Act, the Company is allowed to hold its own shares in
treasury following a repurchase, instead of cancelling them.
This gives the Company the ability to reissue shares from
treasury quickly and cost-effectively (including pursuant to
the authority under Resolution 16, see above) and provides
the Company with additional flexibility in the management
of its capital base. Such shares may be resold for cash but
all rights attaching to them, including voting rights and any
right to receive dividends are suspended whilst they are
held in treasury. Repurchases of ordinary shares under the
authority will be financed out of realised revenue and/or
capital reserves and funded from the Company’s own cash
resources or, if appropriate, from borrowings. The Board
intends to seek a renewal of such authority at subsequent
annual general meetings.
FORM OF PROXY
If you are a registered shareholder you will have received
a Form of Proxy for use at the AGM. You will also have
the option of lodging your proxy vote using the internet.
For shares held through CREST, proxy appointments may
be submitted via the CREST proxy voting system. Please
either complete, sign and return the Form of Proxy in the
envelope provided as soon as possible in accordance with
the instructions or, alternatively, lodge your proxy vote via
the internet or the CREST proxy voting system, whether or
not you intend to be present at the AGM.
All proxy appointments should in any event be returned or
lodged so as to be received not later than 12.00 noon on
Monday 27 April 2026.
FORM OF DIRECTION
If you are an investor in any of the Columbia Threadneedle
Savings Plans, you will have received a Form of Direction for
use at the AGM and you will also have the option of lodging
your voting directions using the internet.
All voting directions should be made as soon as possible in
accordance with the instructions on the Form of Direction
and, in any event, not later than 12.00 noon on Wednesday
22 April 2026, so that the nominee company can submit a
Form of Proxy within the required period.
VOTING RECOMMENDATION
The Board considers that the resolutions to be proposed at
the AGM are in the best interests of shareholders as a whole.
It therefore recommends that shareholders vote in favour of
each resolution, as the Directors intend to do in respect of
their own beneficial holdings.
By order of the Board
Columbia Threadneedle Investment Business Limited
Company Secretary
13 March 2026
DIRECTORS’ REPORT (CONTINUED)
57Annual Report and Accounts 2025
Governance Report
CORPORATE GOVERNANCE REPORT
COMPLIANCE
The Board is committed to high standards of corporate
governance. It has considered the principles and provisions
of the AIC Code of Corporate Governance published in
2024 (the ‘AIC Code’), which addresses the principles
and provisions set out in the UK Corporate Governance
Code (the ‘UK Code’), as they apply to investment trust
companies. The Board considers that reporting against the
AIC Code, therefore, provides more appropriate information
to the Company’s shareholders. It confirms that the
Company has complied with the principles and provisions of
the AIC Code (with the exception of provision 34, which is
applicable for accounting periods commencing on or after
1 January 2026), in so far as they apply to the Company’s
business, throughout the year under review. As all of the
Company’s day-to-day management and administrative
functions are outsourced to third parties, it has no executive
directors, employees or internal operations and therefore
has not reported in respect of the following:
• the role of the executive directors and senior
management;
• executive directors’ and senior management
remuneration; and
• the workforce
The rationale for the Company not having established its
own internal audit function is explained on page 65.
Copies of the AIC Code and UK Code and can be found on
the following websites: theaic.co.uk and frc.org.uk.
GOVERNANCE OVERVIEW
The Board has established an Audit Committee,
Management Engagement Committee, Nomination
Committee and Customer Strategy Committee. As the
Board has no executive directors and no employees and
is composed solely of non-executives, it does not have a
Remuneration Committee. Detailed information on the
remuneration arrangements for the Company’s Directors can
be found in the Directors' Remuneration Report on pages 69
to 72 and in note 5 to the Accounts.
The Company has appointed the Manager to manage the
investment portfolios as well as to carry out the day-to-day
management and administrative functions. An explanation
of the reporting arrangements from the Manager is set out
in the Strategic Report on page 39 and in the Report of
the Audit Committee in respect of risk management and
internal control on pages 64 to 65. Explanations regarding
the Board’s appointment of the Manager, including reference
to the strength and depth of its resources, measurement of
performance and alignment with the values of the Board can
be found on pages 33 and 34.
The Board has direct access to the 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
and regulations 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. The Board has
the power to appoint or remove the Company Secretary in
accordance with the terms of the investment management
agreement.
BOARD LEADERSHIP
The Board, led by the Chairman, is responsible for the
effective stewardship of the Company’s affairs and has in
place a schedule of matters that is reserved for its decision,
which are reviewed annually. These are categorised and
reviewed under strategy, policy, finance, risk, investment
restrictions, performance, marketing, appointments, the
Board and public documents. It has responsibility for all
corporate strategic issues, principal policies and corporate
governance matters, which are all reviewed regularly.
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 objective and is
responsible for setting investment and gearing limits within
which the Fund Manager has discretion to act and thus
supervises the management of the investment portfolio
which is contractually delegated to the Manager. The Board
has the right of veto over the appointment of sub-managers
recommended by the Fund Manager. It has responsibility for
the approval of all investments in in-house funds managed
or advised by the Manager and any unlisted investments
with the exception of new private equity investments,
responsibility for which has been delegated to the Manager.
58
DIVISION OF BOARD RESPONSIBILITIES
As an externally managed investment company, there are no
executive directors; all the Directors are non-executive. The
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 items in conjunction
with the Company Secretary. Building on the strong working
relationship with the Manager, the Fund Manager and other
management company personnel attend the meetings
throughout the year and report to the Board. Discussions at
all levels are held in a constructive and supportive manner
with appropriate challenge and strategic guidance and
advice from the Board whenever necessary consistent with
its culture and values.
Quintin Price is the Board’s Senior Independent Director
('SID'). He acts as an experienced sounding board for the
Chairman and an intermediary for other Directors and
shareholders and he 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 are able to seek independent professional advice
at the Company’s expense in relation to their duties. No such
advice was taken during 2025.
COMPOSITION OF BOARD COMMITTEES
Committee membership is noted in each Director’s biography
on pages 49 and 50, while the respective terms of reference
can be found on the Company’s website at fandc.com.
CUSTOMER STRATEGY COMMITTEE
The Customer Strategy Committee was established in
January 2026 to formalise the work that Directors undertake
in partnership with the Manager on the Company's
marketing and sales strategy and related activities.
NOMINATION COMMITTEE
The primary role of the Nomination Committee is to
review and make recommendations regarding Board
structure, size and composition, the balance of knowledge,
experience, range of skills and diversity and to consider
succession planning and tenure policy. It oversees the
process for evaluating the Board, its committees and
individual Directors. The Committee also reviews the level of
Directors' fees and makes recommendations to the Board
as appropriate. Mr Price, as SID, is leading the recruitment
process for the Chairman’s successor.
TENURE
The Board is of the view that length of service will not
necessarily compromise the independence or contribution
of directors of an investment trust company or, indeed, its
chairman. This is because continuity and experience can add
significantly to the strength of investment trust company
boards where the characteristics and relationships tend
to differ from those of trading companies. However, the
Chairman and Directors normally serve for a maximum nine-
year term. None of the Directors standing for re-election at
the forthcoming AGM has served in excess of nine years.
The Chairman will have served as a Director for nine years
in September 2026. She will stand for re-election at the
forthcoming AGM and step down from the Board later this
year.
DIVERSITY
The Board's policy on diversity is set out on page 37.
SUCCESSION PLANNING
A Board succession plan is in place, with the emphasis
on maintaining the highest level of skills, knowledge and
experience on the Board. When recruiting a new Director
to the Board, the Nomination Committee refers to a matrix
that sets out the skills and experience and considers the
remaining tenure of each of the Directors. This assists
in identifying the desired attributes of the new Director
and ensures that the Board continues to be composed of
individuals with appropriate and complementary skills and
experience and provides continuity.
Nurole Limited was engaged for the recruitment process
that resulted in the appointment of Josh Bottomley in
September 2025 to succeed Edward Knapp, who retired
from the Board on 31 July 2025. A wide range of candidates
with diverse backgrounds, skills and experience were
considered.
Sainty Hird & Partners has been engaged for the process to
recruit a successor to the Chairman, who will retire from the
Board later this year.
Neither Nurole Limited or Sainty Hird provide any other
services to the Company and have no other connection with
the Company or individual Directors.
CORPORATE GOVERNANCE REPORT (CONTINUED)
59Annual Report and Accounts 2025
Governance Report
BOARD EVALUATION AND EFFECTIVENESS
The 2025 annual evaluation of the Board, its committees and
the individual Directors was carried out by an independent
third party, Christopher Saul Associates (‘CSA’). CSA has no
other connection with the Company, save that Quintin Price
is a trustee of The Leverhulme Trust and Christopher Saul
was also a trustee until 31 December 2025. The evaluation
process included (i) a review of past Board and Committee
meeting papers; (ii) confidential, unattributable one-to-
one interviews between the external evaluator and each
Director, Columbia Threadneedle’s Head of Investment
Trusts, the Company Secretary and the Fund Manager and
(iii) attendance at a meeting of the Board and each of its
Committees as an observer. CSA also conducted an appraisal
of the Chairman and shared the outcome with the Senior
Independent Director..
CSA discussed the findings of the review with the Chairman
and delivered a comprehensive report to the Board. The
review concluded that the Board is operating effectively.
Board culture is collegiate, open, positive and engaged. There
is an appropriate mix of skills and experience among the
Directors, each of whom is well prepared and demonstrates
commitment to their role, and challenge of the Fund Manager
is thoughtful and constructive.
Areas identified for ongoing focus included succession, with
Chairman succession being the priority, and ensuring that
agenda setting continues to highlight key opportunities and
threats in a fast-changing world.
The activities of the Nomination, Management Engagement
and Audit Committees were considered as part of the
review process. The conclusion was that the Committees
continued to operate effectively, with an appropriate balance
of membership, experience and skills, and are well integrated
into overall Board processes.
BOARD AND COMMITTEE MEETINGS
The table below sets out the Directors’ meeting attendance
record in 2025. The Board also held a separate meeting in
September 2025 to consider strategic issues. In addition to
its scheduled annual meeting, the Nomination Committee
met on two other occasions as part of the process to recruit
a new Director and to determine which independent third
party would be engaged to conduct the external evaluation
of the Board, its committees and the Chairman.
AUDIT, RISK MANAGEMENT AND INTERNAL CONTROL
The Board has a well established and effective Audit
Committee, whose report is set out on pages 63 to 68.
The report includes an explanation of the assessment
of the Company’s going concern status and how the
Board oversees the risk management and internal control
framework and the procedures under which risk is managed.
The Committee also considers the Company’s long-term
viability and the nature and extent of the risks the Company
is willing to take in order to achieve its long-term strategic
objectives as well as identifying emerging risks. The
rationale for the Company not having established its own
internal audit function is explained on page 65, while further
information on the Company’s risk management and internal
control framework can be found on pages 64 to 65.
The report of the Audit Committee provides an overview of
how the Board satisfies itself on the integrity of the financial
statements and how the independence and effectiveness of
the external auditor is assessed. An explanation is also given
on the process under which the Board satisfied itself that
the Annual Report and Accounts, taken as a whole, presents
a fair, balanced and understandable assessment of the
Company’s position and prospects.
Directors’ attendance in 2025
Board
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
No. of meetings
6 3 3 1
Beatrice Hollond
(1)
6 3 3 1
Josh Bottomley
(2)
2 n/a n/a n/a
Anuradha Chugh 6 3 n/a 1
Edward Knapp
(3)
4 2 n/a 1
Rain
Newton-Smith
6 n/a 3 1
Quintin Price 6 3 3 1
Richard Robinson
(4)
6 3 n/a 1
Stephen Russell 6 3 n/a 1
Julie Tankard 6 3 3 1
(1) Attended but is not a member of the Audit Committee.
(2) Appointed to the Board on 1 September 2025.
(3) Retired from the Board on 31 July 2025.
(4) Attended one meeting of the Audit Committee prior to becoming a
member of the Committee on 1 July 2025.
60
RELATIONS WITH STAKEHOLDERS AND SHAREHOLDERS
Information on the Company’s engagement with its key
stakeholders and shareholders is set out on pages 39 and
40.
DIRECTORS' REMUNERATION AND THE MANAGEMENT
FEE
The Directors' remuneration policy is explained on page
69. As non-executive Directors, 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.
This is achieved by charging the management fee on the
Company’s market capitalisation, on a tiered basis. Having a
tiered fee structure assists in bringing down the Company’s
cost ratio as it grows, with the benefits of scale being passed
on to shareholders.
By order of the Board
Columbia Threadneedle Investment Business Limited
Company Secretary
13 March 2026
CORPORATE GOVERNANCE REPORT (CONTINUED)
61Annual Report and Accounts 2025
Governance Report
REPORT OF THE MANAGEMENT
ENGAGEMENT COMMITTEE
ROLE OF THE COMMITTEE
The primary role of the Management Engagement
Committee is to evaluate the performance of the Manager
for the investment, company secretarial, financial,
administration, marketing and support services that it
provides under the investment management agreement.
It also reviews the terms of that agreement, including
the level and structure of fees payable, the length of the
notice period and best practice provisions generally.
The Committee is also responsible for the review of
the Company's third-party service providers. All of the
Committee’s responsibilities have been carried out over the
course of 2025 and 2026 to date.
MANAGER EVALUATION PROCESS
The Committee met once during the year under review
and again in January 2026 for the purpose of the annual
evaluation of all aspects of the Manager’s performance. Its
performance is considered at every Board meeting, with
a formal evaluation by the Committee each year. For the
purposes of its ongoing monitoring, the Board receives
detailed reports and views from the Fund Manager on
investment policy, asset allocation, stock selection, gearing
and risk, together with quarterly reports on the Columbia
Threadneedle managed portfolio strategies. Quarterly
updates are also received from the sub-managers. The
Board receives comprehensive performance data from
the Manager and also from Morningstar UK Limited
and Refinitiv Eikon, which are leading data suppliers.
These enable it to assess: the success or failure of the
management of the total portfolio against the performance
objectives set by the Board; the sources of positive and
negative contribution to portfolio returns in terms of asset
allocation, sector and stock selection and gearing; and the
performance of each investment portfolio against its local
index, where applicable, and the risk/return characteristics.
Portfolio performance information, which is relevant in
monitoring the Manager, the sub-managers and the Private
Equity funds of funds managers, is set out on pages 9 to 18.
MANAGER REAPPOINTMENT
The annual evaluation that took place in January 2026
included presentations from the Fund Manager and
the Manager's Head of Investment Trusts. This focused
primarily on the objectives set by the Board and the
Manager’s contribution towards achieving those objectives,
particularly with regard to investment strategy and
marketing. With regard to performance, over the twenty
years to 31 December 2025, the Company’s net asset value
total return was 567.8%, equivalent to 10.0% per annum.
Our capital-only return (i.e. without dividends reinvested)
over that period was +384.3% (+8.2% per annum) and
our shareholder return was +619.1% (+10.4% per annum).
Dividends paid to shareholders have risen by 5.6% per
annum over the past decade, thus meeting the Company’s
objective of delivering long-term growth in capital and
income. The Committee met in closed session following
the presentations and concluded that, in its opinion, the
continuing appointment of the Manager on the terms
agreed was in the interests of shareholders as a whole. The
Board ratified this recommendation.
THIRD-PARTY SERVICE PROVIDERS
During the year, the Committee also reviewed the
performance of all the Company's third-party service
providers, including the share registrar Computershare,
Columbia Threadneedle Investments acting as Company
Secretary, JPMorgan whose various entities act as broker,
custodian and depositary, and PwC who act as tax advisors.
The Manager provides updates on the performance of the
Company’s third-party service providers during the year as
necessary. The Committee confirmed that it was satisfied
with the level of services delivered by each third party
provider.
THE MANAGER’S FEE
An important responsibility of the Committee is the
regular review of the Manager’s fee. The management fee
is reviewed by the Committee every three years and was
reviewed in January 2025. The fee was revised with effect
from 1 January 2025 and charged at the rate of 0.3% on
the first £3.5bn of the market value of the Company (down
from £4bn previously) and at 0.25% on the value of the
Company between £3.5bn and £6.0bn. A new tier was
introduced, with a fee of 0.2% on the market value above
£6.0bn applying. From 1 January 2026 the level at which
the 0.25% fee applies has fallen further, to £3.0bn. The fee
is calculated and paid monthly in arrears and is subject to
a reimbursement for amounts earned from investments
in other investment vehicles managed by the Manager.
As part of the fee arrangement, the Manager will make an
annual contribution to the Company’s budget for marketing
activities in each of the three years to and including 2027.
62
In the year under review, the total management fee paid
directly to the manager was £15.6m, an increase from the
total fee of £14.8m paid in 2024. Note 4 to the Accounts
provides detailed information in relation to the management
fee.
During the year, the Manager delegated the management
of the US portfolios to Barrow, Hanley, Mewhinney & Strauss
and JPMorgan Asset Management and, from March 2025
onwards, the emerging markets portfolio to Invesco Asset
Management Limited, for which it incurs fees. The Company
reimburses the Manager for these fees, which are reviewed
by the Committee and which in 2025 amounted to £4.8m
(2024: £3.7m) (see note 4 to the Accounts).
PRIVATE EQUITY MANAGEMENT FEES
No additional fees (beyond the fee detailed above) are paid
to the Manager for any future commitments made to Private
Equity that fall within its remit. The Manager and certain
individuals employed by the Manager are, however, entitled
to participate in a performance fee arrangement in the form
of carried interest over secondary or co-investments made
within the Private Equity programme.
The fees paid to the Private Equity managers in respect
of the Private Equity funds amounted to £2.0m for 2025
(2024: £2.0m) (see note 4 to the Accounts) all of which
were incurred indirectly through the funds. Some of the
funds have arrangements whereby the Private Equity
managers share in the profits once certain “hurdle” rates of
return to investors have been achieved. These arrangements
are varied and complex but are on normal commercial
terms within the Private Equity funds of funds industry. Fees
payable by the underlying funds are negotiated by each
manager. The arrangements also vary from fund to fund,
but management fees of 2% per annum and a 20% carried
interest, once an agreed hurdle rate of return for investors
has been achieved, are normal.
PE Investment Holdings 2018 LP pays an annual fee of
£1,000 to the General Partner. This is not directly incurred
by the Company but is reflected in the underlying value
of the investment. The investment in Inflexion Strategic
Partners is a direct investment in that business and
therefore no fees are incurred in relation to it.
Beatrice Hollond
Chairman, Management Engagement Committee
13 March 2026
REPORT OF THE MANAGEMENT ENGAGEMENT COMMITTEE (CONTINUED)
63Annual Report and Accounts 2025
Governance Report
ROLE OF THE COMMITTEE
The primary responsibilities of the Audit Committee are
to ensure the integrity of the financial reporting and
statements of the Company, to oversee the preparation and
audit of the annual accounts, the preparation of the half
year accounts and the risk management and internal control
processes. The Committee met three times during the year
with the Manager’s Investment Trust Accountant, Head of
Investment Trusts and the Fund Manager in attendance.
EY, the Company’s independent auditor, attended on
two occasions and have met in private session with the
Committee. The Board Chairman was invited to, and
regularly attended, Committee meetings.
Specifically, the Committee considered, monitored and
reviewed the following matters:
• The financial statements, including advice to the Board
as to whether the annual report and accounts taken as
a whole is fair, balanced and understandable;
• The accounting policies of the Company;
• A report setting out a review of the appropriateness
of continuing to adopt the going concern basis in
preparing the Company’s accounts;
• The assumptions and results of the scenario testing of
the long-term viability of the Company and the basis of
the Long-Term Viability statement;
• The principal and emerging risks faced by the
Company and the effectiveness of the Company’s
system of risk management and internal control
environment;
• How the Company has applied the principles and
complied with the provisions of the AIC Code;
• The effectiveness of the external audit process and the
current independence and objectivity of the auditor,
EY;
• The appointment, remuneration and terms of
engagement of EY;
• The policy on the engagement of the external auditor
to supply non-audit services and approval of any such
services;
• Whether to change the Company’s current policy by
establishing its own Internal Audit function;
• The ISAE/AAF and SSAE16 reports or their equivalent
from the Manager, the Custodian, the Depositary, the
Private Equity managers and the sub-managers and
a due diligence report from the Company’s Share
Registrar;
• The Company’s trademarks and intellectual property
rights;
• The operational performance of the Manager; and
• The Committee’s terms of reference for approval by the
Board.
Comprehensive papers relating to each of these matters
were prepared for discussion. These were debated by
the Committee and any recommendations were fully
considered if there was a judgement to be applied in
arriving at conclusions. Recommendations were then made
to the Board as appropriate. The Committee has received
confirmation from the Manager that the systems of risk
management and internal control operated effectively
throughout the year under review and thereafter to the date
of this report.
The Board retains ultimate responsibility for all aspects
relating to external financial statements and other
significant published financial information, as noted in the
Statement of Directors’ Responsibilities on page 73. On
broader control policy issues, the Committee has reviewed,
and is satisfied with, the Code of Conduct and the Anti-
Corruption Policy and Guidelines 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. Mindful of this, the
Committee has reviewed the Manager's Whistleblowing
Policy, under which its staff may, in confidence, raise
concerns about possible improprieties in financial reporting
or other matters. The Committee Chairman followed this up
with a meeting with Columbia Threadneedle Investments’
Head of Compliance. The Committee has received
assurances that the necessary arrangements are in place for
communication by the Manager to the Committee where
matters might impact the Company, with appropriate
follow-up action. In 2025 there were no such concerns
raised with the Committee.
COMPOSITION OF THE COMMITTEE
The Board recognises the requirement for at least one
member of the Committee to have recent and relevant
financial experience and for the Committee as a whole
to have competence relevant to the sector in which
the Company operates. The Committee comprises five
independent non-executive Directors. Julie Tankard is
Chairman of the Committee and a fellow of the Chartered
Institute of Management Accountants. Until 2023, she was
REPORT OF THE AUDIT COMMITTEE
64
Chief Financial Officer of the Port of London Authority
and was also responsible for risk. The other members of
the Committee have a combination of financial, investment
and business experience through the senior posts held
throughout their careers. Details of the Committee
members can be found on pages 49 and 50. Richard
Robinson was appointed to the Committee with effect from
1 July 2025, replacing Edward Knapp who retired from the
Board on 31 July 2025. The Committee’s terms of reference
can be found on the Company's website at fandc.com.
MANAGEMENT OF RISK
The Manager’s Operational Risk Department provides
regular control reports to the Committee covering risk and
compliance, while the Company’s investment management
agreement requires that any significant issues of direct
relevance to the Company are reported to the Committee
and to the Board without delay. There were no such reports
during the year under review and up to the date of this
report.
For the management of risk, a key risk summary is
produced by the Manager in consultation with the Board
to identify the risks to which the Company is exposed,
the controls that are in place and the actions being taken
to mitigate them. The Board considers the resulting risk
control assessment at regular meetings and reviews the
significance of the risks and the reasons for any changes.
The Company’s Principal and Emerging Risks are set out on
pages 43 to 47, with additional information given in note
25 to the Accounts. Included within these disclosures is
information detailing the reverse stress test that has again
been carried out as part of the Board’s assessment of the
Company’s long-term viability. Those tests consider the
combination and magnitude of plausible events that could
potentially force the Company to discontinue its operations
or impact its resilience and its ability to meet its liabilities
over the coming ten years.
The Board, through the Committee, carried out a
robust review and assessment of the principal risks
and identification of emerging risks to the Company.
The integration of the risks identified into the analyses
underpinning the Long-Term Viability statement on page
47 was considered fully and the Committee concluded that
the Board’s statement was soundly based. The period of
ten years was also agreed as remaining appropriate for the
reasons given in the statement, whilst recognising that it
remains longer than that used by many other companies.
RISK MANAGEMENT AND INTERNAL CONTROL
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 Manager's day-to-day operations. The Committee
has reviewed and reported to the Board on those 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,
covering financial, operational, compliance and overall
risk management, is exercised by the Committee through
regular reports provided by the Manager. The reports
cover investment performance, performance attribution,
compliance with agreed and regulatory investment
restrictions, financial analyses, revenue estimates,
performance of the third-party administrators of Columbia
Threadneedle's Savings Plans and on other relevant
management issues. In addition, the Committee receives an
annual presentation from the Manager's Chief Information
Security Officer to gain assurance on its cyber security
policies, testing and controls.
The system of risk management and internal control is
designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide
reasonable, but not absolute, assurance against material
misstatement or loss or fraud. Further to the review by the
Committee, the Board has assessed the effectiveness of
the Company’s internal controls. The assessment included a
review of the Manager’s risk management infrastructure and
the report on its policies and procedures in operation and
tests for the year to 30 September 2025 and subsequent
confirmation from the Manager that there had been no
material changes to the control environment in the period
to 11 March 2026. The report on the Manager’s control
policies and procedures with respect to the management
of clients’ investments and maintenance of their financial
records is prepared in accordance with the International
Standard on Assurance Engagement (ISAE) No. 3402 and
to the standards of the Institute of Chartered Accountants
in England and Wales Technical Release AAF (01/06)
(the ‘ISAE/AAF Report’) and is reviewed and reported
on by independent reporting accountants KPMG. The
effectiveness of the controls is monitored by the Manager’s
Audit and Risk Committee which, for the year to
30 September 2025, received regular reports from its
internal audit department. Procedures are also in place to
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
65Annual Report and Accounts 2025
Governance Report
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.
Any errors or breaches relating to the Company are
reported at each Committee and Board meeting by the
Manager, including those relating to the administration of its
Savings Plans and related complaint levels. Material issues
would be reported earlier to the Chairman. No failings
or weaknesses that were material to the overall control
environment or financial statements were identified in the
year under review. The Committee also reviewed the control
reports of the Custodian, the Depositary, Barrow, Hanley,
Mewhinney & Strauss, JPMorgan Asset Management,
Invesco Asset Management Limited, the Private Equity
managers and the Share Registrars' due diligence report
and was satisfied that there were no material exceptions.
Through the reviews noted above and by direct enquiry of
the Manager and other relevant parties, the Committee and
the Board are satisfied that there were no material control
failures or exceptions affecting the Company’s operations
during the year under review or in 2026 to the date of this
report.
Based on the processes and controls in place within the
management company, the Committee has concluded, and
the Board has concurred, that there is no current need for
the Company to have a separate internal audit function.
EXTERNAL AUDIT PROCESS AND SIGNIFICANT ISSUES
CONSIDERED BY THE COMMITTEE
In carrying out its responsibilities, the Committee has
considered the planning arrangements, scope, materiality
levels and conclusions of the external audit for the year
ended 31 December 2025. The table on page 66 describes
the significant judgements and issues considered by the
Committee in relation to the financial statements for the
year and how these issues were addressed. Specifically,
the most significant judgement for the year concerned
the private equity investment, Inflexion Strategic Partners,
which was revalued upwards. The Committee also included
in its review the areas of judgements, estimates and
assumptions referred to in note 2(c)(xiii) to the Accounts.
Likewise, it reviewed the disclosure and description of the
Alternative Performance Measures provided on pages 117 to
119 and is satisfied that the disclosure is fair and relevant.
Given the complexity of the Private Equity investments,
the Committee continues to scrutinise and challenge the
valuation of those investments. It questioned Columbia
Threadneedle and Pantheon on their processes in meetings
during the year. The year end valuation is an estimate
based on the September valuations extrapolated to the
year end by adjusting for cash flows and any known events
(as described in notes 2(c)(ii) and 25(d) to the Accounts).
The Committee back-tested the validity of this estimation
process by comparing variances in the estimated value with
the actual audited values as at 31 December 2024 (which
become known in May/June of the following year). The
overall percentage change between the Company’s year
end valuations and those shown in the audited accounts
of the underlying holdings was immaterial. In testing and
challenging underlying adjustments made by the Private
Equity managers, the Committee ensures that the highest
levels of oversight and scrutiny are applied. The process
for determining the direct Private Equity valuations was
reviewed and confirmed by the Committee as being
appropriate. The Committee has adopted a formal valuation
policy for the Company’s private equity investments which
is reviewed annually.
The Committee met in February 2026 to discuss the Annual
Report and Accounts, with representatives of EY and the
Manager in attendance. EY submitted its year end report
and indicated that at that stage it would have no reason
not to issue an unqualified audit opinion in respect of the
Annual Report and Accounts. The Committee established
that there were no material issues or findings arising which
needed to be brought to the attention of the Board.
The Committee recognises the importance of continually
improving non-financial reporting and the increased
focus on the Strategic Report by investors and regulators.
Therefore, the Committee has carefully considered the
disclosures made in the Annual Report and Accounts
particularly in relation to those made under section 172(1)
of the Act, including how wider stakeholder interests
have been taken into account by the Directors while
performing their duties and related disclosures with regard
to responsible investment issues. The Committee has had
regard to the non-financial reporting requirements in the
Act, which is an area of reporting that continues to evolve.
66
The Committee also noted that an independent,
experienced and objective third-party consultant was
engaged to review the Annual Report and Accounts and
comment on its fairness, balance and comprehension. The
Committee recommended to the Board that the Annual
Report and Accounts was in its view, fair, balanced and
understandable in accordance with accounting standards,
regulatory requirements and best practice.
The Independent Auditor’s Report which sets out the
unqualified audit opinion, the scope of the audit and the
areas of focus, in compliance with applicable auditing
standards, can be found on pages 74 to 81.
GOING CONCERN
The Directors confirm their reasonable expectation 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. This
confirmation is based on a review of assumptions that
took into account the outlook for global stock markets and
economies; the diversified portfolio of readily realisable
securities which can be used to meet short-term funding
commitments; and the ability of the Company to meet all of
its liabilities and ongoing expenses. The Directors also took
account of the results of illustrative stress tests, which were
based on assumptions that they considered to be the most
Significant Judgements and Issues considered by the Committee
Matter Action
Investment Portfolio Valuation
The Company’s portfolio of
investments comprises large cap,
liquid securities quoted on recognised
stock exchanges, together with illiquid
Private Equity funds of funds and
one direct investment. The Private
Equity vehicles, which are subject to
signed agreements covering long-
term commitments and funding, hold
a diversity of unquoted investments
whose values are subjective. Incorrect
valuations could have a material impact
on the Company's NAV.
The Committee reviewed annual audited internal control reports from the Manager,
the sub-managers and Private Equity funds of funds managers. These reports
indicated that the relevant systems and controls surrounding daily pricing, cash and
holdings reconciliations, security valuation and Private Equity funding had operated
satisfactorily. In addition, with regard to Private Equity vehicles, the Committee
discussed controls directly with the managers; reviewed the managers’ estimated
valuations in detail at six monthly intervals; and performed a thorough review and
comparison of each Private Equity fund’s 31 December 2024 or most recent audited
value versus the managers’ estimated valuation adopted by the Company in its
own reporting. The review indicated that the Private Equity managers’ estimated
valuations could continue to be relied upon as being at fair value in accordance
with the Company’s accounting policy. The process for revaluing Inflexion Strategic
Partners was reviewed and agreed by the Committee.
Misappropriation of Assets
Misappropriation of the Company’s
investments or cash balances could
have a material impact on its NAV.
The Committee reviewed the annual audited internal control reports of the Manager
and the Custodian. Neither of these reports indicated any failures of controls
over the existence and safe custody of the Company’s investments and cash
balances. The Committee reviews regularly the list of banks which the Manager
and sub-managers are authorised to place cash and deposits with. The Company’s
Depositary reported quarterly on the safe custody of the Company’s investments
and the operation of controls over the movement of cash in settlement of
investment transactions. Through these reports the Committee is satisfied that the
assets remained protected throughout the year.
Income Recognition
Incomplete controls over, or inaccurate
recognition of, income could result in
the Company misstating its revenue
receipts and associated tax, with
consequences for overall performance,
payment of dividends to shareholders
and compliance with taxation rules.
The Committee’s review of the Manager’s annual audited controls report indicated
that there were no control failures in the year. The Committee satisfied itself that
special dividends had been correctly treated in accordance with the Company’s
accounting policy. Investment income was tested and reported on by the Manager
and agreed by the Committee.
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
67Annual Report and Accounts 2025
Governance Report
relevant, covering the period to 31 March 2027 that enabled
them to assess the impact of varying degrees of:
• falls in the value of the publicly listed investments;
• increased share buyback volumes;
• illiquidity and early calls on private equity
commitments;
• adverse fluctuations in exchange rates; and
• falls in annual revenue.
In addition to the stress tests, a reverse stress test was
carried out to establish the extent to which markets and
revenue would need to fall and exchange rates move such
that the Company would breach its most onerous financial
loan covenants. These covenants stipulate that the net
assets of the Company must not fall below £750m and
that gearing must not exceed 35% of the adjusted portfolio
value
(1)
. The results of the test illustrated that there would
need to be a 62% fall in the values of the public and private
equity portfolios together with a 62% fall in revenue and
adverse exchange rate movements of 20% to breach
the maximum gearing covenant of 35%. The test was
illustrative only and undertaken without any assumptions of
intervention that would mitigate their effect. Such an event
is therefore highly unlikely. Under any scenario of prolonged
severe market falls that could threaten the Company’s
ability to continue as a going concern, the Board would
work with the Manager to take mitigating action that could
include portfolio restructuring, reduced dividend payments
and share buybacks and cost cutting.
At present, the Company does not have any revolving
credit facilities in place and currently its gearing is provided
entirely by a perpetual debenture and unsecured, fixed rate
senior notes, with various rates of interest and maturities.
Should the Board wish to take out a short term loan facility,
based on past experience it does not believe that it would
have difficulty in obtaining such a facility.
Based on their assessment of the magnitude of the events
that would cause the Company to fail to meet its liabilities
as they fall due, and their knowledge and experience of
the Company’s portfolio and stock markets, the Directors
continue to adopt the going concern basis in preparing the
accounts for the year ended 31 December 2025. See also
note 24 to the Accounts.
AUDITOR ASSESSMENT AND INDEPENDENCE
The Committee reviews the reappointment of the auditor
every year. It has been satisfied with the effectiveness of
EY’s performance but this year it held a tender for audit
services (see page 68). The audit partner rotates at least
every five years, in accordance with professional guidelines.
James Beszant is the senior statutory auditor and this is his
fifth year as audit partner. The Committee is satisfied that
EY are independent of the Company and have complied
with relevant auditing standards. In evaluating EY, the
Committee has taken into consideration the standing,
skills and experience of the firm and of the audit team.
The Committee is satisfied that EY provided effective
independent challenge in carrying out its responsibilities.
The FRC’s Ethical Standard continues to press for ever
higher quality auditing standards which means that
audit firms are incurring substantial costs. It also expects
audit firms to demonstrate that they are economically
sustainable. This upward pressure on costs has been
reflected in increases in the audit fee in recent years. The
audit fee for 2025, excluding VAT, was £161,500 (2024:
£156,000). More details can be found in note 5 to the
Accounts. The Committee has a duty to consider carefully
the audit for value and effectiveness and, as part of its
annual review, the need for putting the audit out to tender
for reasons of quality, independence or value.
The Committee confirms that the Company is in compliance
with the requirements of the Statutory Audit Services for
Large Companies Market Investigation (Mandatory Use
of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014. This order relates to the
frequency and governance of tenders for the appointment
of the external auditor and the setting of the policy on the
provision of non-audit services.
NON-AUDIT SERVICES
The Committee regards the continued independence of
the external 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 auditors are not considered to be expert providers
(1) See Glossary of Terms on page 120 for an explanation of adjusted portfolio value.
68
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;
or
• the services are considered to be likely to inhibit the
auditor’s independence or objectivity as auditors.
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%
cumulatively over three years. Any individual service likely
to exceed £5,000 is agreed by the Committee prior to the
commencement of the service. There were no non-audit
services for the year ended 31 December 2025 (2024: nil).
AUDIT TENDER
As a Public Interest Entity, the Company is required to put
its audit out to tender every ten years and to rotate auditors
every twenty years. EY was appointed the Company’s
independent auditor following the last tender undertaken
in 2016 and therefore the next audit tender was due to be
conducted before the 2026 financial year end. In order to
allow the various audit firms sufficient time to clear any
potential conflicts of interest, the Committee carried out
the tender in July 2025. Initial enquiries were made of the
so-called “Big Four” audit firms and one “challenger” firm.
Following receipt of formal tender proposals the Committee
received presentations from, and held discussions with,
four audit firms. EY did not participate for commercial
reasons that might risk its future independence. After fair
and objective consideration, the Committee recommended
to the Board its first and second audit firm choices.
The Board agreed that KPMG LLP be appointed as the
Company’s independent auditor to replace EY with effect
from the conclusion of the forthcoming AGM. In reaching
its decision to appoint KPMG, the Committee took account
of the quality of the written proposals, presentations and
discussions, the technical competence of the individuals
comprising the proposed audit team and a review of the
evaluation of each firm’s audit performance through the
Audit Quality Inspection Report for 2024/25 published by
the Financial Reporting Council (the ‘FRC’). The Committee
confirms that the tender process complied with the FRC's
"Audit Committees and the External Audit: Minimum
Standard". We thank EY for their service over the past ten
years and we look forward to working with KPMG.
REGULATION
The Committee seeks to maintain a forward-looking view
of forthcoming regulatory, legislative and governance
requirements to ensure that it is fully prepared to meet
and, where appropriate, exceed requirements, given its
firm commitment that sound governance adds value and
mitigates risk.
The Committee has noted that, under the revised
AIC Code that was published in 2024, the Board will
be responsible for not only establishing but also for
maintaining the effectiveness of the risk management
and internal control framework and making a declaration
concerning the effectiveness of its material internal
controls. The new declaration will be required in respect
of financial years commencing on or after 1 January
2026. In readiness for this new requirement, in 2025 the
Committee identified the Company’s material controls
(including financial, operational, reporting and compliance
controls) encompassing all key risk areas and how they
are monitored. This formalised a process that was already
in place and enabled the Committee to ensure that the
Company was on course to meet the new requirement
under the AIC Code. In compliance with the new
requirement, the annual report to be published in 2027 will
include a declaration of the effectiveness of the material
controls as at the balance sheet date and a description of
any material controls which have not operated effectively,
the action taken or proposed to improve them and any
action to address previously reported issues.
Julie Tankard
Chairman, Audit Committee
13 March 2026
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
69Annual Report and Accounts 2025
Governance Report
DIRECTORS’ REMUNERATION POLICY
The Board’s policy is to set Directors’ remuneration at
a level to recruit and retain individuals with the skills
and experience necessary for the effective stewardship
of the Company and the expected contribution of the
Board as a whole in continuing to achieve the Company’s
objectives. The time committed to the Company’s
business and the specific responsibilities of the Chairman,
Senior Independent Director, Directors and the chairmen
and members of the various committees of the Board
are taken into account. The policy aims to be fair and
reasonable in relation to comparable investment trust
companies and other similar sized financial companies.
This includes provision 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 by HMRC as a benefit in
kind subject to tax and national insurance.
This policy was last approved by shareholders in April
2023: of the votes cast, 93.1% were in favour, with 6.9%
against. Of the total proxy votes received, 4.6% were
withheld from this resolution (a vote withheld is not a
vote in law and is not counted in the calculation of the
votes for and against a resolution). The Board has not
subsequently received any views from shareholders in
respect of the levels of Directors’ remuneration. 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 (Resolution
2) at the forthcoming AGM to be held on 29 April 2026.
The Company’s Articles of Association limit the aggregate
fees payable to the Board to a total of £750,000 per
annum. Within that limit, it is the responsibility of the
Board as a whole to determine and approve the Directors’
fees, following a recommendation from the Nomination
Committee. The fees are fixed and are payable in cash,
quarterly in arrears. Directors are not eligible for bonuses,
pension benefits, share options or long-term incentive
schemes. The Board considers the level of Directors’
fees annually. In January 2026, the Board agreed the
recommendation of the Nomination Committee that,
commencing 1 January 2026, all fees should be increased
by 3.4%, in line with inflation, to the levels shown in the
table opposite.
Annual fees for Board Responsibilities
Fees for services to
the Company
2026
£
2025
£
Board
Chairman 92,230 89,200
Senior Independent Director 53,800 52,040
Director 46,120 44,600
Additional fees payable for committee membership:
Audit Committee
Chairman 16,550 16,010
Members 6,500 6,290
Nomination Committee
Chairman 3,840 3,715
Members 3,840 3,715
Customer Strategy Committee
(1)
Chairman 6,000 n/a
Members 3,840 n/a
(1) Customer Strategy Committee established in January 2026 (see
page 58).
No additional fees are payable for membership of the
Management Engagement Committee.
The Board is composed solely of non-executive Directors,
none of whom has a service contract with the Company
and therefore the Board has not established a separate
remuneration committee. Each Director has signed a
terms of appointment letter with the Company, in each
case including one month’s notice of termination by
either party. There is no provision for compensation for
loss of office. The letters of appointment are available
for inspection by emailing the Company Secretary
at FCITCoSec@columbiathreadneedle.com and will
be available for 15 minutes before, and during, the
forthcoming AGM. The dates on which each Director was
appointed to the Board are set out in their biographies on
pages 49 and 50.
DIRECTORS' REMUNERATION REPORT
70
DIRECTORS’ SHAREHOLDINGS
There is no requirement under the Company’s Articles of
Association for the Directors to hold shares in the Company.
The beneficial shareholdings of the Directors who held office
at the end of the financial year are shown below:
Directors’ share interests (audited)
At 31 December 2025 2024
Beatrice Hollond 10,406 9,371
Josh Bottomley
(1)
36,247 n/a
Anuradha Chugh 2,084 2,084
Rain Newton-Smith 1,736 1,013
Quintin Price 15,765 15,335
Richard Robinson 5,201 5,201
Stephen Russell 28,360 28,360
Julie Tankard 2,851 2,242
(1) Appointed to the Board on 1 September 2025.
The Company’s register of Directors’ interests contains full details of Directors’
shareholdings.
Since the year end, and up to 11 March 2026 (being the
latest practicable date before the publication of this Annual
Report and Accounts), the following Directors have acquired
ordinary shares in the Company: Beatrice Hollond 259; Rain
Newton-Smith 239; Stephen Russell 1,176 and Julie Tankard
8. There have been no changes in any of the other Directors’
shareholdings detailed above. No Director held any interests
in the issued stock or shares of the Company other than as
stated above.
As at 11 March 2026 Paul Niven, the Company’s Fund
Manager, held 228,871 ordinary shares in the Company.
POLICY IMPLEMENTATION
The Directors’ Remuneration Report (excluding the
Directors' remuneration policy) is subject to an annual
advisory vote and therefore an ordinary resolution for its
approval will be put to shareholders at the forthcoming AGM
(Resolution 3). At the 2025 AGM, shareholders approved
the Remuneration Report in respect of the year ended 31
December 2024: of the total votes cast, 94.5% were cast in
favour of the resolution, with 5.5% against. Of the total proxy
votes received, 3.1% were withheld from this resolution.
SINGLE TOTAL FIGURE OF REMUNERATION
The single total figure of remuneration for the Board as a
whole for the year ended 31 December 2025 was £461,700
(excluding taxable benefits). The single total figure of
remuneration for each Director is detailed overleaf, together
with the prior year comparative. The amounts paid by the
Company to the Directors were for services as non-executive
Directors.
DIRECTORS' REMUNERATION REPORT (CONTINUED)
71Annual Report and Accounts 2025
Governance Report
The following table sets out the annual percentage change in Directors’ fees for the years to 31 December 2021, 2022, 2023, 2024
and 2025 (where Directors have served for a full year in each of the two years and therefore fees can be compared on a like-for-
like basis):
Single total figure table
Fees
£’000s
Taxable Benefits
(1)
£’000s
Total
£’000s
Director 2025 2024 2025 2024 2025 2024
Josh Bottomley
(2)
14.8 n/a – n/a 14.8 n/a
Anuradha Chugh
(3)
50.9 48.9 3.8 2.4 54.7 51.3
Beatrice Hollond
(4)
92.9 90.2 0.5 0.7 93.4 90.9
Tom Joy
(5)
n/a 11.7 n/a 0.4 n/a 12.1
Edward Knapp
(6)
29.8 49.4 0.4 0.7 30.2 50.1
Rain Newton-Smith 48.3 46.9 – 0.6 48.3 47.5
Quintin Price 62.1 60.2 0.5 0.3 62.6 60.5
Richard Robinson
(7)
47.7 28.6 0.6 0.4 48.3 29.0
Stephen Russell 50.9 49.4 0.5 0.6 51.4 50.0
Julie Tankard 64.3 62.5 0.5 0.8 64.8 63.3
Total 461.7 447.8 6.8 6.9 468.5 454.7
(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) Appointed to the Board on 1 September 2025.
(3) Appointed to the Audit Committee on 1 February 2024.
(4) Highest paid Director.
(5) Retired from the Board on 31 March 2024.
(6) Retired from the Board on 31 July 2025.
(7) Appointed to the Board on 3 May 2024 and to the Audit Committee on 1 July 2025.
Annual Percentage Change in Directors' fees
% change from
2024 to 2025
% change from
2023 to 2024
% change from
2022 to 2023
% change from
2021 to 2022
Josh Bottomley
(1)
n/a n/a n/a n/a
Anuradha Chugh
(2)
4.1 n/a n/a n/a
Francesca Ecsery
(3)
n/a n/a n/a 4.4
Beatrice Hollond 3.0 6.0 4.7 4.2
Tom Joy
(4)
n/a n/a 4.7 5.8
Edward Knapp
(5)
n/a 6.0 4.7 4.0
Rain Newton-Smith
(6)
3.0 5.9 7.0 n/a
Quintin Price
(7)
3.2 12.7 4.7 9.2
Richard Robinson
(8)
n/a n/a n/a n/a
Stephen Russell
(9)
3.0 6.0 n/a n/a
Julie Tankard
(10)
2.9 12.6 n/a n/a
(1) Appointed to the Board on 1 September 2025.
(2) Appointed to the Board on 1 July 2023 and to the Audit Committee on 1 February 2024.
(3) Retired from the Board immediately following the AGM on 27 April 2023.
(4) Retired from the Board on 31 March 2024.
(5) Retired from the Board on 31 July 2025.
(6) Appointed to the Board on 11 May 2021 and to the Nomination Committee on 8 February 2022.
(7) Appointed to the Board on 10 March 2020, the Audit Committee on 7 May 2020, became Senior Independent Director on 11 May 2021 and appointed to the
Nomination Committee on 1 January 2024.
(8) Appointed to the Board on 3 May 2024 and to the Audit Committee on 1 July 2025.
(9) Appointed to the Board and Audit Committee on 1 February 2022.
(10) Appointed to the Board and as Chairman of the Audit Committee on 1 August 2022 and appointed to the Nomination Committee on 1 January 2024.
72
Shareholder total return vs benchmark total return
over ten years
Rebased to 100 at 31 December 2015
Source: Columbia Threadneedle Investments & Refinitiv Eikon
100
125
150
175
200
225
250
275
300
325
350
2017 20222015 2018 2019 2020 20212016
FTSE All-World Index
(Total Return)
F&C Investment Trust
2023 20252024
The following table shows the total remuneration, excluding
taxable benefits, for the Chairman over the five years ended
31 December 2025:
Remuneration for the Chairman over the five years
ended 31 December 2025
Year ended 31 December Fees £’000s
2025 93
2024 90
2023 85
2022 81
2021 78
The table below is shown to enable shareholders to assess
the relative importance of the expenditure on remuneration.
It compares the remuneration, excluding taxable benefits,
against the shareholder distributions of dividends and share
buybacks.
Actual expenditure
2025
£’000s
2024
£’000s
%
Change
Aggregate Directors’
remuneration
461.7 447.8 3.1
Aggregate dividends paid
to shareholders
76,949 75,604 1.8
Aggregate cost of ordinary
shares repurchased
95,388 280,120 -65.9
COMPANY PERFORMANCE
An explanation of the performance of the Company for the
year ended 31 December 2025 is given in the Chairman’s
Statement and Fund Manager’s Review.
A comparison of the Company’s performance over the last
ten years is set out on the graph below. This shows the total
return (assuming all dividends are reinvested) to ordinary
shareholders compared with that of the Company’s
benchmark, the FTSE All-World Index (Total Return). The
Board believes that this index is the most appropriate for
performance comparison purposes as it reflects the Fund
Manager’s investment universe.
ANNUAL STATEMENT
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) regulations
2013, it is confirmed that the above Remuneration Report
summarises, as applicable, for the year to 31 December
2025:
• The major decisions on Directors’ remuneration;
• Any substantial changes relating to Directors’
remuneration made during the year; and
• The context in which the changes occurred and
decisions have been taken.
On behalf of the Board
Beatrice Hollond
Chairman
13 March 2026
DIRECTORS' REMUNERATION REPORT (CONTINUED)
73Annual Report and Accounts 2025
Governance Report
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the financial statements in
accordance with United Kingdom Accounting Standards,
comprising FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company
and of the return or loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the financial statements. Further
details can be found in notes 2 and 24 to the Accounts.
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 Act. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Report that comply with that law and those
regulations.
The Annual Report and Accounts is published on the
fandc.com website, which is maintained by the Manager.
The maintenance and integrity of the website is, so
far as it relates to the Company, the responsibility of
the Manager. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information that is published on the website. The work
undertaken by the auditor does not involve consideration
of the maintenance and integrity of the website and,
accordingly, the auditor accepts no responsibility for any
changes that have occurred to the financial statements
since they were initially presented on the website.
Visitors to the website need to be aware that legislation
in the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors listed on pages 49 and 50 confirms
to the best of their knowledge that:
• the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair
view of the assets, liabilities, financial position and
profit of the Company;
• the Strategic Report includes a fair review of the
development and performance of the business
and the position of the Company, together with a
description of the principal risks and uncertainties
that it faces; and
The Directors consider that the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Beatrice Hollond
Chairman
13 March 2026
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
74
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF F&C INVESTMENT TRUST PLC
OPINION
We have audited the financial statements of F&C
Investment Trust plc (the ‘Company’) for the year
ended 31 December 2025 which comprise the Income
Statement, Statement of Changes in Equity, Balance Sheet,
Statement of Cash Flows and the related notes 1 to 27,
including a summary of significant accounting policies.
The financial reporting framework that has been applied
in their preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting
Practice).
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs as at
31 December 2025 and of its profit for the year then
ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
INDEPENDENCE
We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
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:
• Confirming our understanding of the Company’s going
concern assessment process and making enquiries of
the Directors and Columbia Threadneedle Investment
Business Limited (‘CTIB’ or the ‘Manager’) to determine
if the key factors that we have become aware of during
our audit were considered in their assessment. We
considered whether the factors taken account of in the
Directors’ assessment addressed those matters which
we considered important.
• Inspection of board minutes to identify any risks,
events or contrary evidence that, individually or
collectively, may cast significant doubt on the
Company’s ability to continue as a going concern.
• Inspection of the Directors’ assessment of going
concern, including the revenue forecast, the stress
and reverse stress tests, and liquidity assessment,
for the period to 31 March 2027. We considered the
appropriateness of the methods used in calculating
the revenue forecast and liquidity assessment and
determined, through testing of the methodology and
calculations, that the methods, inputs and assumptions
utilised were appropriate to be able to make an
assessment for the Company. We also considered the
likelihood of the occurrence of the reverse stress test
scenario and any mitigating controls that are in place.
• In relation to the Company’s borrowing arrangements,
we inspected the Company’s assessment of the risk
of breaching the debt covenants as a result of a
reduction in the value of the Company’s portfolio. We
recalculated the Company’s compliance with debt
covenants in the scenarios assessed by the Directors
in order to identify what factors would lead to the
Company breaching the covenants.
• Review of the Director’s assessment of the principal
and emerging risks facing the Company, including
those that would threaten its business model, future
performance, solvency or liquidity and comparing them
to our understanding of the Company’s risks.
• Review of the Company’s going concern disclosures
included in the annual report in order to assess whether
the disclosures are consistent with the financial
statements and our understanding of the Company
and in conformity with the reporting standards.
75Annual Report and Accounts 2025
Auditor’s Report
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 the period to 31 March 2027.
In relation to the Company’s reporting on how they have
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. However, because not all future
events or conditions can be predicted, this statement is not
a guarantee as to the Company’s ability to continue as a
going concern.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality
and our allocation of performance materiality determine our
audit scope for the Company. This enables us to form an
opinion on the financial statements. We take into account
size, risk profile, the organisation of the Company and
effectiveness of controls, the potential impact of climate
change and changes in the business environment when
assessing the level of work to be performed.
Climate change
The Company has determined that the most significant
future impacts from climate change on its operations will be
on the valuation of its investment portfolio. This is explained
in Note 2 on page 90 of this annual report. The Board has
also explained the Company's climate commitments on
page 20 of this annual report. All of these disclosures form
part of the “Other information,” rather than the audited
financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line
with our responsibilities on “Other information”.
In planning and performing our audit we assessed the
potential impacts of climate change on the Company’s
business and any consequential material impact on its
financial statements. The Company has explained in Note
2 (c)(xiii) how they have reflected the impact of climate
change in their financial statements. Significant judgements
and estimates relating to climate change are included in
Note 2 (c)(xiii).
Our audit effort in considering the impact of climate change
on the financial statements was focused on evaluating
management’s assessment of the impact of climate
risk, their climate commitments, the effects of climate
risks disclosed on pages 20 and 90 and the significant
judgements and estimates disclosed in Note 2 (c)(xiii) and
whether these have been appropriately reflected in the
valuation of unquoted investments.
OVERVIEW OF OUR AUDIT APPROACH
KEY AUDIT MATTERS • Incomplete or inaccurate revenue recognition, including the classification of special
dividends as revenue or capital items in the Income Statement.
• Incorrect valuation or ownership of the unquoted investment portfolio and the
resulting impact on the Income Statement.
• Incorrect valuation or ownership of the quoted investment portfolio.
MATERIALITY • Overall materiality of £61.7m which represents 1% of net assets.
76
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and
viability and associated disclosures. Where considerations
of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work we have not identified the impact of
climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
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 our opinion
thereon, and we do not provide a separate opinion on these
matters.
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
77Annual Report and Accounts 2025
Auditor’s Report
Risk Our response to the risk
Incorrect valuation or ownership of the
unquoted investment portfolio and the
resulting impact on the Income Statement
(2025: £717.6m, 2024: £636.6m)
Refer to the Audit Committee Report (page
66); Accounting policies (page 87); and
Note 10 of the Financial Statements (page
95)
The Company invests in a number of
unquoted private equity ('PE') holdings,
either through investments in funds or
through co-investments managed by
the Company’s specialist private equity
managers (the ‘PE Managers’). The PE
Managers responsible for managing the
majority of the Company’s unquoted
portfolio are CTIB, HarbourVest Partners
LLC and Pantheon Ventures (UK) LLP
(the ‘primary PE Managers’). Primary PE
fund investments are held through the
Company while secondary or co-investment
opportunities are held through PE
Investment Holdings 2018 LP (‘PE LP’), an
investment vehicle in which the Company
is the sole Limited Partner. The Company
also holds a direct investment in Inflexion
Strategic Partners (‘Inflexion’), a Private
Equity Investment Management business.
Valuation
The Company’s approach to the valuation of
these investments is as follows;
• Funds and co-investments –
valuations of investments in funds
and co-investments are recorded
based on valuations provided by the
PE Managers as at 30 September,
rolled forward for any calls and
distributions in the three-month period
to 31 December. The Company also
takes into account foreign exchange
movements and any significant events
which have occurred in the three-
month period to 31 December in the
final valuation.
• Direct investment in Inflexion – the
investment is valued by CTIB using a
weighted-average earnings multiple
method, incorporating material
judgements, as at 31 December.
There is the risk that inaccurate judgements
and estimates made in the assessment of
fair value could materially misstate the value
of the investment portfolio in the Balance
Sheet, and the unrealised gains/(losses)
in the Income Statement. There is also
incentive and opportunity for the Manager
to inflate valuations to meet shareholders’
expectations.
Ownership
There is a risk that holdings in investments
are incorrectly recorded and a risk of
failure to maintain proper legal title of the
unquoted investments held by the Company
which could have a significant impact
on the portfolio valuation and the return
generated for shareholders.
Valuation procedures
• We obtained an understanding of the Manager’s and primary PE Managers’ processes
and controls for the valuation of the unquoted investments by performing walkthrough
procedures and reviewing the primary PE Managers’ internal control reports to evaluate the
design and implementation of controls.
• We obtained an understanding of the governance of unquoted valuations through
discussions with the Manager and assessing the oversight of the unquoted valuation process
by the Board through reading minutes of Board meetings throughout the year.
• We recalculated the valuation of all unquoted investments in foreign currencies using
exchange rates from third party sources to gain assurance over the reasonableness of
currency rates used.
• We recalculated the unrealised gains/(losses) on the revaluation of all unquoted investments
and tied these to the financial statements.
• We compared the Company’s valuation methodology to the requirements of the
International Private Equity and Venture Capital Valuation Guidelines.
• To address the risk of management override, we tested a sample of manual journal entries
posted in relation to unquoted investments during the year.
Fund and co-investments
• For a sample of fund and co-investments, we performed back-testing to assess the historical
accuracy of valuations in the 31 December 2024 financial statements. We compared the
valuations per the Company’s 2024 audited financial statements, which were estimates at
the time, to the investment valuations subsequently reported by the respective PE Manager
in the audited financial statements of the fund as at 31 December 2024. For this sample,
we also assessed whether the PE Managers are following fair value accounting principles
by reviewing the valuation policies disclosed in the latest audited accounts or quarterly
valuation reports of the funds.
For all fund and co-investments, we
• agreed management’s calculation of the valuation to the 30 September 2025 NAV
statements provided directly by the respective PE Managers or PE fund administrators,
whether held directly by the Company or indirectly through PE LP;
• agreed adjustments made by the Manager for cash flows, foreign exchange movements and
any other significant adjustments to supporting documentation; and
• where available before the date of approval of the financial statements, compared the
31 December 2025 NAV statements received from the PE managers or PE fund
administrators to the valuation at 31 December 2025.
• We made enquiries of the private equity teams of the primary PE Managers to understand:
– the annual performance of the investment funds during the year to 31 December 2025
and the valuation approaches adopted;
– the reasons for any material variances noted between estimated and actual NAVs for the
year ended 31 December 2024; and
– whether any post balance sheet information is available that would require adjustments
to be made to the estimated 31 December 2025 NAVs.
Direct investment in Inflexion Strategic Partners
• With the assistance of our specialist valuation team, we performed the following procedures:
– updated our understanding of the performance of the Inflexion Strategic Partners
investment through enquiries of the CTIB private equity team;
– reviewed the CTIB valuation model and assessed its appropriateness against FRS 102 and
the International Private Equity and Venture Capital Valuation Guidelines;
– challenged the Manager's judgements and assumptions, including: their choice of
valuation model, the choice of comparable quoted companies and the liquidity discount
applied compared to comparable quoted company multiples; and
– performed an independent valuation analysis to derive a reasonable valuation range.
• The audit team compared the inputs to the model to third party data and recalculated the
valuation to test the mathematical accuracy of the calculation.
Ownership procedures
• We obtained an understanding of the Manager’s processes and controls for the ownership of
the unquoted investments by performing walkthrough procedures.
• For all investments, we compared independently obtained confirmations from the underlying
PE Managers or PE fund administrators to the Company’s records to confirm the total
committed capital and the amount drawn down at the year end.
Key observations communicated to the Audit Committee
The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of unquoted investments.
Based on the work performed, we had no matters to report to the Audit Committee.
78
Risk Our response to the risk
Incomplete or inaccurate revenue recognition, including the
classification of special dividends as revenue or capital items in the
Income Statement (Special dividends - 2025: £2.8m 2024: £3.6m;
Other revenue - 2025: £110.4m, 2024: £108.2m).
Refer to the Audit Committee Report (page 66); Accounting policies
(page 88); Note 3 of the Financial Statements (page 90); and Note 18
of the Financial Statements (page 99);
The investment income received by the Company during the year
directly affects the Company’s revenue return. There is a risk of
incomplete or inaccurate recognition of revenue through the failure to
recognise proper income entitlements or failure to apply appropriate
accounting treatment.
Special dividends represent dividends paid by investee companies
that are additional to the normal or expected dividend cycle for those
companies. In accordance with the AIC SORP, special dividends
can be included within either the revenue or capital columns of the
Income Statement, depending on the commercial circumstances
behind the payments. The Directors may be required to exercise
judgement in determining whether income receivable in the form of
special dividends should be classified as ‘revenue’ or ‘capital’.
There were 19 special dividends received by the Company during
the year (2024: 26). 14 special dividends, amounting to £2.8m (2024:
25, £3.6m), were classified as revenue and five special dividends,
amounting to £0.3m (2024: one, £0.2m), were classified as capital.
There is a risk that an incorrect classification of special dividends
could result in an under distribution of revenue and put the
Company's investment trust status at risk. There is also a risk that
the revenue column is overstated to increase the dividend paid to
shareholders.
• We obtained an understanding of the Manager’s and the
Administrator’s processes and controls surrounding revenue
recognition and identification and classification of special dividends
by performing walkthrough procedures and reviewing their internal
controls reports to evaluate the design and implementation of
controls.
• For all dividends, we recalculated the income by multiplying the
investment holdings at the ex-dividend date, traced from the
accounting records, by the dividend per share, which was agreed
to an independent data vendor. We agreed a sample of dividend
receipts to bank statements and, where applicable, we also agreed
the exchange rates to an external source.
• For all dividends accrued at the year end, we reviewed the
investee company announcements to assess whether the dividend
obligation arose prior to 31 December 2025. We agreed the
dividend rate to corresponding announcements made by the
investee company, recalculated the dividend amount receivable and
confirmed this was consistent with cash received as shown on post
year end bank statements.
• To test completeness of recorded dividend income, we verified that
expected dividends for each investee company held during the year
have been recorded as revenue with reference to investee company
announcements obtained from an independent data vendor.
• For 100% of investments during the year, we reviewed the type of
dividends received and accrued with reference to an independent
external data vendor to identify those which are special.
• For a sample of special dividends, we assessed the appropriateness
of the Director’s classification as either revenue or capital by
verifying the underlying rationale for the distribution through
inspection of publicly available information regarding the
circumstances of each special dividend.
Key observations communicated to the Audit Committee
The results of our procedures identified no material misstatement in relation to the incomplete or inaccurate revenue recognition, including
the classification of special dividends as revenue or capital items in the Income Statement.
Based on the work performed, we had no matters to report to the Audit Committee.
Incorrect valuation or ownership of the quoted investment portfolio
(2025: £5,944.7m; 2024: £5,527.9m)
Refer to the Audit Committee Report (page 66); Accounting policies
(page 87); and Note 10 of the Financial Statements (page 95)
The Company holds a portfolio of quoted investments both in the UK
and overseas. The quoted portfolio is managed by the Manager who
in turn delegates the role of investment management for a proportion
of the portfolio to Barrow, Hanley, Mewhinney and Strauss LLC,
JPMorgan Asset Management (UK) & Invesco Asset Management
(together the ‘Sub-Managers’).
Certificates of investment ownership are held by JPMorgan Chase
Bank (the ‘Custodian’) and not directly by the Company. JPMorgan
Europe Limited (the ‘Depositary’) has a regulatory obligation to
oversee the investment holdings stated by the Administrator and the
Custodian.
The incorrect valuation of the investment portfolio, including
incorrect application of exchange rates, could have a significant
impact on the financial statements. In addition, there is a risk of
failure to maintain proper legal title of the quoted investments
held by the Company which could have a significant impact on the
portfolio valuation and the return generated for shareholders.
Valuation Procedures
• We obtained an understanding of the Manager's and the
Administrator’s processes and controls surrounding investment
pricing by performing our walkthrough procedures and reviewing
the Manager’s and the Administrator's internal control reports.
• For 100% of quoted investments in the portfolio, we verified the
market prices and exchange rates to an independent pricing vendor
and recalculated the investment valuations as at the year-end.
• We inspected the stale pricing report produced by the
Administrator as at 31 December 2025 to identify prices that
have not changed around the year-end and assessed whether
the Administrator’s price is a fair value through review of trading
activity.
Ownership procedures
• We obtained an understanding of the Administrator’s and the
Custodian’s processes and controls related to legal title of quoted
investments by inspecting their internal control reports and
performing walkthrough procedures.
• We compared the Company’s listed investment holdings as at
31 December 2025 to independent confirmations received directly
from the Company’s Custodian and Depositary.
Key observations communicated to the Audit Committee
The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of the quoted investment
portfolio.
Based on the work performed, we had no matters to report to the Audit Committee.
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
79Annual Report and Accounts 2025
Auditor’s Report
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the
users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit
procedures.
We determined materiality for the Company to be £61.7
million (2024: £56.8 million), which is 1% (2024: 1%) of net
assets. We believe that net assets provides us with the
most appropriate measure as it is the primary measure that
investors use to assess the performance of the Company.
During the course of our audit, we reassessed initial
materiality and made no changes to the basis of calculation
from our original assessment at the planning stage.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2024: 75%) of our planning materiality, namely £46.2m
(2024: £42.6m). We have set performance materiality
at this percentage based on our understanding of the
control environment that indicates a lower risk of material
misstatements, both corrected and uncorrected.
Given the importance of the distinction between revenue
and capital for investment trusts, we have also applied a
separate testing threshold for the revenue column of the
Income Statement of £5.0m (2024: £4.9m), being 5% of the
net revenue return on ordinary activities before taxation.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit differences in excess of £3.1m
(2024: £2.8m), which is set at 5% of planning materiality, as
well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
OTHER INFORMATION
The Directors are responsible for the other information. The
other information comprises the information included in
the annual report and financial statements other than the
financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this 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 the other
information, we are required to report that fact.
We have nothing to report in this regard.
80
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 Directors’ Reports have
been prepared in accordance with applicable legal
requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
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 material misstatements in the
Strategic Report or Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
• the financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit
CORPORATE GOVERNANCE STATEMENT
We have reviewed 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 by the UK Listing
Rules.
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 or our knowledge obtained
during the audit:
• Directors’ statement with regards to the
appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified
set out on pages 66 and 67;
• Directors’ explanation as to their assessment of
the Company’s long-term viability, the period this
assessment covers and why the period is appropriate
set out on pages 47 and 48;
• Director’s statement on whether they have a reasonable
expectation that the Company will be able to continue
in operation and meets its liabilities set out on page 66;
• Directors’ statement on fair, balanced and
understandable set out on page 73;
• Board’s confirmation that it has carried out a robust
assessment of the principal and emerging risks set out
on page 43;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 64 and 65;
and
• The section describing the work of the Audit
Committee set out on page 63.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors'
Responsibilities set out on page 73, 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.
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,
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
81Annual Report and Accounts 2025
Auditor’s Report
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.
EXPLANATION AS TO WHAT EXTENT 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 irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the Company and management.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and determined that the most significant
are UK Generally Accepted Accounting Practice,
Companies Act 2006, the FCA UK Listing Rules, the
UK Corporate Governance Code, the Association
of Investment Companies’ Code and Statement
of Recommended Practice, Section 1158 of the
Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018.
• We understood how the Company is complying with
those frameworks through discussions with the Audit
Committee and Company Secretary and review of
Board minutes and the Company's documented
policies and procedures.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement, including
how fraud might occur by considering the key risks
impacting the financial statements. We identified
fraud risks with respect to the incorrect valuation
of the unquoted investment portfolio and resulting
impact on the Income Statement, and the incomplete
or inaccurate revenue recognition through incorrect
classification of special dividends between revenue and
capital. Further discussion of our approach is set out in
the section on key audit matters above.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved journal entry
testing, a review of the Company Secretary’s reporting
to the Directors with respect to the application of the
documented policies and procedures and review of the
financial statements to confirm compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
• Following the recommendation from the Audit
Committee, we were appointed by the Company on
26 April 2016 to audit the financial statements for
the year ending 31 December 2016 and subsequent
financial periods. The period of total uninterrupted
engagement including previous renewals and
reappointments is 10 years, covering the years ending
31 December 2016 to 31 December 2025.
• The audit opinion is consistent with the additional
report to the Audit Committee.
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.
James Beszant (Senior statutory auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
London
13 March 2026
82
INCOME STATEMENT
for the year ended 31 December
Revenue
£’000s
Capital
£’000s
2025
Total
£’000s
Revenue
£’000s
Capital
£’000s
2024
Total
£’000s
10
Gains on investments – 618,318 618,318 – 935,609 935,609
18,21
Exchange movements on foreign currency loans,
cash balances and derivatives (190) (13,747) (13,937) (779) 5,003 4,224
3
Income 113,205 – 113,205 111,806 – 111,806
4
Management fees (5,098) (15,295) (20,393) (4,603) (13,811) (18,414)
5
Other expenses (4,603) (70) (4,673) (5,739) (79) (5,818)
Net return before finance costs and taxation 103,314 589,206 692,520 100,685 926,722 1,027,407
6
Finance costs (3,459) (10,377) (13,836) (3,433) (10,298) (13,731)
Net return before taxation 99,855 578,829 678,684 97,252 916,424 1,013,676
7
Taxation (13,649) (175) (13,824) (12,695) (1,222) (13,917)
8
Net return attributable to shareholders 86,206 578,654 664,860 84,557 915,202 999,759
8
Net return per share – (pence) 17.97 120.59 138.56 17.01 184.10 201.11
The total column of this statement is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
The net return attributable to shareholders is also the total comprehensive income.
The notes on pages 86 to 107 form an integral part of the financial statements.
Notes
83Annual Report and Accounts 2025
Financial Report
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Notes
Share
capital
£’000s
Capital
redemption
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
shareholders’
funds
£’000s
Balance brought forward 31 December 2024 140,455 122,307 5,299,520 116,240 5,678,522
9
Dividends paid – – – (76,949) (76,949)
16
Shares repurchased by the Company and held in
treasury
– – (95,388) – (95,388)
Net return attributable to shareholders – – 578,654 86,206 664,860
Balance carried forward 31 December 2025 140,455 122,307 5,782,786 125,497 6,171,045
for the year ended 31 December 2024
Notes
Share
capital
£’000s
Capital
redemption
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
shareholders’
funds
£’000s
Balance brought forward 31 December 2023 140,455 122,307 4,664,438 107,287 5,034,487
9
Dividends paid – – – (75,604) (75,604)
16
Shares repurchased by the Company and held in
treasury
– – (280,120) – (280,120)
Net return attributable to shareholders – – 915,202 84,557 999,759
Balance carried forward 31 December 2024 140,455 122,307 5,299,520 116,240 5,678,522
The notes on pages 86 to 107 form an integral part of the financial statements.
84
BALANCE SHEET
at 31 December
Notes
£’000s
2025
£’000s £’000s
2024
£’000s
Fixed assets
10
Investments 6,662,302 6,164,525
Current assets
12
Debtors 13,046 15,060
21
Cash and cash equivalents 84,594 91,147
97,640 106,207
Creditors: amounts falling due within one year
13
Other (7,649) (12,909)
13,14
Loans (36,673) –
(44,322) (12,909)
Net current assets 53,318 93,298
Total assets less current liabilities 6,715,620 6,257,823
Creditors: amounts falling due after more than one year
14,21
Loans (544,000) (578,726)
15,21
Debenture (575) (575)
(544,575) (579,301)
Net assets 6,171,045 5,678,522
Capital and reserves
16
Share capital 140,455 140,455
17
Capital redemption reserve 122,307 122,307
18
Capital reserves 5,782,786 5,299,520
18
Revenue reserve 125,497 116,240
Total shareholders’ funds 6,171,045 5,678,522
19
Net asset value per share – prior charges at nominal value (pence) 1,300.62 1,176.82
The notes on pages 86 to 107 form an integral part of the financial statements.
The Financial Statements were approved by the Board on 13 March 2026 and signed on its behalf by
Beatrice Hollond, Chairman
85Annual Report and Accounts 2025
Financial Report
STATEMENT OF CASH FLOWS
for the year ended 31 December
Notes
2025
£’000s
2024
£’000s
20
Cash flows from operating activities before dividends received and interest paid (38,009) (36,166)
Dividends received 110,868 108,543
Interest paid (13,836) (13,731)
Cash flows from operating activities 59,023 58,646
Investing activities
Purchases of investments (4,333,580) (3,604,576)
Sales of investments 4,453,721 3,904,506
Other capital charges and credits (72) (78)
Cash flows from investing activities 120,069 299,852
Cash flows before financing activities 179,092 358,498
Financing activities
9
Dividends paid (76,949) (75,604)
Cash paid on share buybacks into treasury (96,228) (281,473)
Cash flows from financing activities (173,177) (357,077)
21
Net increase in cash and cash equivalents 5,915 1,421
21
Cash and cash equivalents at the beginning of the year 91,147 87,170
21
Effect of movement in foreign exchange (12,468) 2,556
Cash and cash equivalents at the end of the year 84,594 91,147
Represented by:
Cash at bank 68,425 73,488
Short-term deposits 16,169 17,659
Cash and cash equivalents at the end of the year 84,594 91,147
The notes on pages 86 to 107 form an integral part of the financial statements.
86
NOTES TO THE ACCOUNTS
1. GENERAL INFORMATION
F&C Investment Trust plc is an Investment Company, incorporated in the United Kingdom which is listed on the London Stock
Exchange. The Company Registration number is 12901 and the Registered office is Cannon Place, 78 Cannon Street, London EC4N
6AG, England. The Company has conducted its affairs so as to qualify as an Investment Trust under the provisions of Section 1158 of
the Corporation Tax Act 2010. Approval of the Company under Section 1158 has been received. The Company intends to conduct its
affairs so as to enable it to continue to comply with the requirements of Section 1158. Such approval exempts the Company from UK
Corporation Tax on gains realised in the relevant year on its portfolio of fixed asset investments and derivatives.
There have been no significant changes to the Company’s accounting policies during the year ended 31 December 2025, as set out
in note 2 below.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Going concern
As referred to in note 24 and the Report of the Audit Committee on page 66, the Directors believe that it is appropriate for the
accounts to be prepared on a going concern basis.
(b) Basis of accounting
The accounts of the Company have been prepared on a going concern basis under the historical cost convention, modified to
include fixed asset investments and derivatives at fair value, and in accordance with the Companies Act 2006, Financial Reporting
Standard (FRS) 102 applicable in the UK and the Republic of Ireland and with the Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture Capital Trusts’ issued by the AIC in July 2022 ('SORP').
The functional and presentational currency of the Company is pounds sterling because that is the currency of the primary economic
environment in which the Company operates.
All of the Company’s operations are of a continuing nature.
The Company had no operating subsidiaries at any time during the years ended 31 December 2025 and 31 December 2024.
Consequently, consolidated accounts have not been prepared.
The Directors are of the opinion that the Company’s activities comprise a single operating segment, which is investing
internationally in equities to secure long-term growth in income and capital.
In accordance with the SORP, the Income Statement has been analysed between a Revenue Account (dealing with items of a
revenue nature) and a Capital Account (relating to items of a capital nature). Revenue returns include, but are not limited to,
dividend income and operating expenses and tax (insofar as the expenses and tax are not allocated to capital, as described in notes
2(c)(vii) and 2(c)(viii)). Net revenue returns are allocated via the Revenue Account to the Revenue Reserve, out of which interim
and final dividend payments are made. The amounts paid by way of dividend are shown in the Statement of Changes in Equity.
Capital returns include, but are not limited to, realised and unrealised profits and losses on fixed asset investments and derivatives
and currency profits and losses on cash and borrowings. The Company may distribute net capital returns by way of dividend. It is
the Board’s current stated intention to continue paying dividends to equity shareholders out of the Revenue Reserve.
(c) Principal accounting policies
The policies set out below have been applied consistently throughout the year ended 31 December 2025 and the prior year.
(i) Financial instruments
Financial instruments include fixed asset investments, derivative assets and liabilities, short and long-term debt instruments, cash
and short-term deposits, debtors and creditors. FRS 102 recognises a hierarchy of fair value measurements, for financial instruments
measured at fair value in the Balance Sheet, which gives the highest priority to unadjusted quoted prices in active markets for
87Annual Report and Accounts 2025
Financial Report
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 1 – Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Included within
this category are investments listed on any recognised stock exchange or quoted on the AIM Market in the UK.
Level 2 – Quoted prices for similar assets or liabilities or other directly or indirectly observable inputs which exist for the duration
of the period of investment. Examples of such instruments would be forward exchange contracts and certain other derivative
instruments.
Level 3 – Where no active market exists and recent transactions for identical instruments do not provide a good estimate of fair
value, the value is the Directors’ best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation
techniques and on assumptions as to what inputs other market participants would apply in pricing the same or similar instruments.
Included within this category are investments in private companies or securities, whether invested in directly or through pooled
Private Equity vehicles, (see notes 10 and 25(d) for further information).
(ii) Investments
As an investment trust company, the Company measures its fixed asset investments at fair value through profit or loss and treats
all transactions on the realisation and revaluation of investments held as fixed assets, as transactions on the Capital Account.
Purchases are recognised on the relevant trade date, including expenses which are incidental to the acquisition of the investments.
Sales are also recognised on the trade date, after deducting expenses incidental to the sales. Quoted investments are valued at bid
value at the close of business on the relevant date on the exchange on which the investment is quoted. Within investments, short-
dated gilts are classified as current investments in the balance sheet given their short maturity of six months or less. Investments
which are not quoted or which are not frequently traded are stated at Directors’ best estimate of fair value. In arriving at their
estimate, the Directors make use of recognised valuation techniques and may take account of recent arm’s length transactions in
the same or similar investment instruments. Where no reliable fair value can be estimated, investments are carried at cost less any
provision for impairment.
With respect specifically to investments in Private Equity, whether through funds or partnerships, where year end valuations are
not available the Directors establish an estimate of the value at 31 December using unaudited valuations of the underlying unlisted
investments as at 30 September as supplied by the investment advisers or managers of those funds or partnerships and roll
forward for any calls and distributions in the subsequent quarter and any foreign exchange movements plus significant events
which have occurred in the subsequent quarter. The advisers' or managers’ unlisted investment policy applies methodologies
consistent with the International Private Equity and Venture Capital Valuation guidelines (‘IPEV’). The Directors regularly review
the principles applied by the managers to those valuations to ensure they are in compliance with the above policies. Distributions
from Private Equity funds are recognised when the right to distributions is established. Direct investments are fair valued on initial
recognition and are revalued at the balance sheet date at fair value with reference to a price earnings model. Changes in fair value
are recognised in the Income Statement.
(iii) Derivative Instruments
Derivatives including forward exchange contracts, futures and options are classified as fair value through profit or loss and
accounted for as financial assets or liabilities. Where it can be demonstrated that the derivative is connected to the maintenance
of the Company’s investments, the change in fair value is recognised as capital and shown in the Capital column of the Income
Statement. Where an option is written in the expectation that it will not be exercised, or that any losses on exercise will be
outweighed by the value of the premiums received, the premiums are recognised in the Revenue column of the Income Statement.
The value of the premium is usually the option’s initial fair value and is recognised evenly over the life of the option. Subsequent
changes to fair value are adjusted in the Capital column of the Income Statement such that the total amounts recognised within
Revenue and Capital represent the change in fair value of the option.
88
(iv) Debt Instruments
The Company’s debt instruments include the 4.25% perpetual debenture stock included in the Balance Sheet at proceeds received,
net of issue costs, as well as unsecured loan notes, bank borrowings and overdrafts. These are all initially measured at the amount of
cash received less direct issue costs and subsequently measured at amortised cost using the effective interest rate method.
The fair market value of the Company's borrowings are set out in notes 14 and 15. Finance charges, including interest, are accrued
using the effective interest rate method. See 2(c)(vii) below for allocation of finance charges within the Income Statement.
(v) Foreign currency
Foreign currency monetary assets and liabilities are expressed in sterling at rates of exchange ruling at the Balance Sheet date.
Purchases and sales of investment securities, dividend income, interest income and expenses are translated at the rates of exchange
prevailing at the respective dates of such transactions. Exchange profits and losses on fixed assets investments are included within
the changes in fair value in the Capital Account. Exchange profits and losses on other currency balances are separately credited or
charged to the Capital Account except where they relate to revenue items.
(vi) Income
Income from equity shares is brought into the Revenue Account (except where, in the opinion of the Directors, its nature indicates
it should be recognised within the Capital Account) on the ex-dividend date or, where no ex-dividend date is quoted, when the
Company’s right to receive payment is established. Fixed returns on non-equity shares and debt securities are recognised on a
time apportionment basis so as to reflect the effective yield on the investment. Dividends are accounted for on the basis of income
actually receivable, without adjustment for any tax credit attaching to the dividends. Dividends from overseas companies are shown
gross of withholding tax. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash
(scrip dividends), the amount of the cash dividend foregone is recognised as income. Any excess in the value of the shares received
over the amount of the cash dividend foregone is recognised in the Capital Account.
(vii) Expenses, including finance charges
Expenses inclusive of associated irrecoverable value added tax (VAT) are charged to the Revenue Account of the Income
Statement, except as noted below:
– expenses incidental to the acquisition or disposal of fixed assets investments are charged to Capital Reserves via the Capital
Account;
– costs of professional advice relating to the capital structure of the Company are charged to Capital Reserves (see note 2(c)(xi));
and
– 75% of other management fees and finance costs are allocated to Capital Reserves via the Capital Account, in accordance with
the Board’s long-term expected split of returns from the investment portfolio of the Company. The Board reviews this allocation
every three years.
All expenses are accounted for on an accruals basis.
(viii) Taxation
Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the period
which differs from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax.
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE ACCOUNTS (CONTINUED)
89Annual Report and Accounts 2025
Financial Report
Deferred tax is provided for in accordance with FRS 102 on all timing differences that have been enacted by the Balance Sheet date
and are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised
if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can
be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses
charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged
through the Revenue Account, then no tax relief is transferred to the Capital Account.
(ix) Dividends payable
Dividends are included in the financial statements on the date on which they are paid or, in the case of final dividends, when they
are approved by shareholders.
(x) Capital Redemption Reserve
This is a non-distributable reserve. The nominal value of ordinary share capital cancelled is transferred out of Share Capital and into
the Capital Redemption Reserve, on a trade date basis. Where shares are repurchased into treasury, the transfer of nominal value to
the Capital Redemption Reserve is made if and when the shares are cancelled.
(xi) Capital Reserves
These are distributable reserves which may be utilised for the repurchase of share capital and for distributions to shareholders by
way of dividend.
Capital reserve – arising on investments sold
The following are accounted for in this reserve:
• gains and losses on the disposal of fixed asset investments and derivatives;
• realised exchange differences of a capital nature;
• costs of professional advice, including related irrecoverable VAT, relating to the capital structure of the Company;
• other capital charges and credits charged or credited to this account in accordance with the above policies; and
• costs of repurchasing ordinary share capital into treasury or for cancellation, including related stamp duty, are recognised on a
trade date basis.
Capital reserve – arising on investments held
The following are accounted for in this reserve:
• increases and decreases in the valuation of fixed asset investments and derivatives held at the year end; and
• unrealised exchange differences of a capital nature.
(xii) Revenue reserve
The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to
shareholders as a dividend.
(xiii) Use of judgements, estimates and assumptions
The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements, estimates
and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and
judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and
other factors. Actual results may differ from these estimates.
The areas requiring the most significant judgement and estimation in the preparation of the financial statements are: accounting for the
value of unquoted investments and recognising and classifying special dividends received as either revenue or capital in nature.
90
The policy for the valuation of unquoted securities is set out in note 2(c)(ii) and further information on Board procedures is contained
in the Report of the Audit Committee and note 25(d). The choice to use the September quarter end valuations and apply a roll forward
process to incorporate any known transactions and material events is a judgement made each year for the indirect investments. The
valuations as at 31 December are not generally available before approval of the financial statements. Material judgments were applied
to the valuation of the Company’s direct investment, Inflexion Strategic Partners. This investment was valued using an earnings method
incorporating an average of European listed comparable companies multiple (where the judgement of which comparable companies to
select and what discounts to apply are subjective) adjusted for a call and put option. The fair value of unquoted (Level 3) investments, as
disclosed in note 10 to the accounts, represented 10.8% of total investments at 31 December 2025. In the opinion of the Directors, under
foreseeable market conditions the collective value of such investments may rise or fall in the short term by more than 10%. A fall of 10%
in the value of the unlisted (Level 3) portfolio at the year-end would equate to £72m or 1.2% of net assets and a similar percentage rise
would equate to a similar increase in net assets.
We have considered the impact of climate change on the value of both the listed and private equity investments included in the financial
statements. The listed investments should already include the impact of climate change in their prices as quoted on the relevant
exchange. Climate risk is indirectly factored into the valuation of the indirect and direct private equity investments, by General Partners
and the Manager respectively, through consideration and use of market comparable data where climate risk is factored into the quoted
prices. Specific ESG risks are covered, as applicable, as part of the Manager's investment process. For further detail on the private equity
investment process, refer to page 20.
Dividends received which appear to be unusual in size or circumstance are assessed on a case-by-case basis, based on interpretation of
the investee companies’ relevant statements, to determine their allocation in accordance with the SORP to either the Revenue Account
or Capital Account. Dividends which have clearly arisen out of the investee company’s reconstruction or reorganisation are usually
considered to be capital in nature and allocated to Capital Account. Investee company dividends which appear to be paid in excess of
current year profits will still be considered as revenue in nature unless evidence suggests otherwise. The value of dividends received in the
year treated as capital in nature, as disclosed in note 18, was not material in relation to capital reserves or the revenue account. The value
of special dividends receivable in any period cannot be foreseen as such dividends are declared and paid by investee companies and
funds without prior reference to the Company.
3. INCOME
2025
£’000s
2024
£’000s
Income from investments:
UK dividends
8,601 6,867
UK gilt income
– 1,205
Overseas dividends
103,643 102,050
112,244 110,122
Other Income:
Interest on cash and short-term deposits
961 1,684
961 1,684
Total income
113,205 111,806
Included within income from investments is £2,845,000 (2024: £3,556,000) of special dividends classified as revenue in nature in
accordance with note 2(c)(xiii).
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE ACCOUNTS (CONTINUED)
91Annual Report and Accounts 2025
Financial Report
4. MANAGEMENT FEES
2025
£’000s
2024
£’000s
Payable directly to Columbia Threadneedle Investments:
– in respect of management services provided by the Manager (i) 15,643 14,756
– reimbursement in respect of services provided by sub-managers (i) 4,750 3,658
Total directly incurred management fees 20,393 18,414
Incurred indirectly within funds managed by Private Equity managers (ii) 1,972 2,008
Total direct and indirect management fees 22,365 20,422
(i) 75% of these fees allocated to Capital Reserve-arising on investments sold. See note 2(c)(vii).
(ii) Indirectly incurred fees are included within the value of the respective funds and therefore arise in the Income Statement in gains/(losses) on investments.
The fees are disclosed here for completeness and transparency.
Directly incurred fees are analysed as follows:
Management fees
2025
£’000s
2024
£’000s
– payable directly to Columbia Threadneedle Investments 20,393 18,414
Less: allocated to capital reserves (see note 18) (15,295) (13,811)
Allocated to revenue account 5,098 4,603
(a) Management fees payable to Columbia Threadneedle Investments
The Manager provides investment management, company secretarial, financial, marketing and general administrative services to the
Company under the terms of an agreement which may be terminated upon six months’ notice given by either party. In the event of
a change of control of the Manager, the Company may give three months’ notice of termination.
In the year under review, the management fee was charged at the rate of 0.30% per annum of the market capitalisation of the
Company up to £3.5 billion, 0.25% on the value of the Company between £3.5 billion and £6.0 billion, 0.20% above £6.0 billion
calculated at each month end on a pro rata basis; the fee is adjusted for fees earned by the Manager in respect of investment
holdings managed or advised by the Manager or other members of the Columbia Threadneedle Investments Group. Variable fees
payable in respect of third-party sub-managers are also reimbursed.
(b) Management fees payable to the Private Equity funds of funds managers
At 31 December 2025 the Company had outstanding commitments in 33 Private Equity funds (2024: 32) (see note 22). Fees
in respect of Private Equity funds are based on total capital commitments and are charged quarterly against the underlying
investments in those funds. The fees are not directly incurred by the Company and are disclosed for information purposes only. The
fee rates applying during 2025 varied from 0.00% per annum to 2.50% per annum (2024: 0.00% to 2.50%).
PE Investment Holdings 2018 LP pays an annual fee of £1,000 to the General Partner. This is not directly incurred by the Company
but included in the underlying value of the investment.
92
5. OTHER EXPENSES
2025
£’000s
2024
£’000s
Other revenue expenses
Auditor’s remuneration:
for audit and audit-related assurance services
(1)
163 159
Custody fees 549 545
Depositary fees 223 214
Directors’ emoluments (see Remuneration Report on pages 69 to 72):
Fees for services to the Company 462 448
Subscriptions 24 21
Directors’ and officers’ liability insurance 55 66
Marketing 2,079 3,328
Registrars fees 149 165
Professional charges 116 97
Printing and postage 195 186
Sundry 588 510
Total other revenue expenses 4,603 5,739
Other capital expenses 70 79
Total other expenses 4,673 5,818
All expenses are stated gross of irrecoverable VAT, where applicable.
(1) Total auditor’s remuneration for audit services, exclusive of VAT, amounted to £161,500, (2024: £156,000 exclusive of VAT). Irrecoverable VAT of £1,500
(2024: £3,000) is included within the table above. There were no non-audit services paid to EY in the year (2024: none).
6. FINANCE COSTS
2025
£’000s
2024
£’000s
Debenture stock 24 24
Loans 13,628 13,615
Overdrafts 184 92
13,836 13,731
Less: allocated to capital reserves (see note 2(c)(vii) and note 18) (10,377) (10,298)
Allocated to revenue account 3,459 3,433
The interest on the debenture stock, loans and overdrafts is further analysed as follows:
Loans and overdrafts repayable within one year, not by instalments (see note 13) 521 92
Debenture and loans repayable after more than one year, not by instalments (see notes 14 and 15) 13,315 13,639
13,836 13,731
NOTES TO THE ACCOUNTS (CONTINUED)
93Annual Report and Accounts 2025
Financial Report
7. TAXATION ON ORDINARY ACTIVITIES
(a) Analysis of tax charge for the year
Revenue
£’000s
Capital
£’000s
2025
Total
£’000s
Revenue
£’000s
Capital
£’000s
2024
Total
£’000s
Overseas taxation 13,649 – 13,649 12,695 – 12,695
Indian tax on capital gains – 175 175 – 1,222 1,222
Total taxation (see note 7(b)) 13,649 175 13,824 12,695 1,222 13,917
The tax assessed for the year is lower (2024: lower) than the standard rate of Corporation Tax in the UK.
(b) Factors affecting the current tax charge for the year
Revenue
£’000s
Capital
£’000s
2025
Total
£’000s
Revenue
£’000s
Capital
£’000s
2024
Total
£’000s
Net return on ordinary activities before taxation 99,855 578,829 678,684 97,252 916,424 1,013,676
Net return on ordinary activities multiplied by the standard
rate of corporation tax of 25% (2024: 25%)
24,964 144,707 169,671 24,313 229,106 253,419
Effects of:
Dividends
(1)
(28,061) – (28,061) (27,229) – (27,229)
Exchange losses
(1)
48 – 48 195 – 195
Capital returns
(1)
– (151,143) (151,143) – (235,153) -235,153
Expenses not deductible for tax purposes 260 17 277 406 20 426
Expenses not utilised in the year 2,789 6,419 9,208 2,315 6,027 8,342
Overseas tax in excess of double taxation relief 13,649 – 13,649 12,695 – 12,695
Indian tax on capital gains
(2)
– 175 175 – 1,222 1,222
Total taxation (see note 7(a)) 13,649 175 13,824 12,695 1,222 13,917
(1) These items are not subject to Corporation Tax within an investment trust company.
(2) The Company is liable to Indian capital gains tax under section 115 AD of the Indian Income Tax Act 1961. A tax provision on Indian capital gains is calculated
based on the long term (securities held more than one year) or short term (securities held less than one year) nature of the Investments and the applicable tax
rate at the year end. The short-term rate is 20% (2024:15%) and the long-term rate is 12.5% (2024:10%). The tax is allocated to Capital Reserve as it relates to
capital transactions.
The Company has an unrecognised deferred tax asset of £143.8 million (2024: £134.3 million) in respect of unutilised expenses at 31 December 2025 which has
not been recognised in the financial statements as it is unlikely to be utilised in the foreseeable future. Of this amount £48.6 million (2024: £45.8 million) relates
to revenue expenses and £95.2 million (2024: £88.5 million) to capital expenses.
8. NET RETURN PER SHARE
2025
pence
2025
£’000s
2024
pence
2024
£’000s
Total return 138.56 664,860 201.11 999,759
Revenue return 17.97 86,206 17.01 84,557
Capital return 120.59 578,654 184.10 915,202
Weighted average ordinary shares in issue, excluding shares
held in treasury – number
479,847,623 497,113,190
94
9. DIVIDENDS
Dividends on ordinary shares Record date Payment date
2025
£’000s
2024
£’000s
2023 Third interim of 3.40p 5-Jan-2024 1-Feb-2024 – 17,325
2023 Final of 4.50p 12-Apr-2024 9-May-2024 – 22,682
2024 First interim of 3.60p 28-Jun-2024 1-Aug-2024 – 18,003
2024 Second interim of 3.60p 4-Oct-2024 1-Nov-2024 – 17,594
2024 Third interim of 3.60p 3-Jan-2025 3-Feb-2025 17,371 –
2024 Final of 4.80p 11-Apr-2025 7-May-2025 23,137 –
2025 First interim of 3.80p 4-Jul-2025 1-Aug-2025 18,283 –
2025 Second interim of 3.80p 3-Oct-2025 3-Nov-2025 18,158 –
76,949 75,604
A third interim dividend of 3.80p was paid on 2 February 2026 to all shareholders recorded on the register on 5 January 2026.
The Directors have proposed a final dividend in respect of the year ended 31 December 2025 of 5.20p payable on 6 May 2026 to all
shareholders recorded on the register at close of business on 10 April 2026. The total dividends paid and payable in respect of the
financial year for the purposes of the income retention test for Section 1159 of the Corporation Tax Act 2010 are set out below.
2025
£’000s
2024
£’000s
Revenue available for distribution by way of dividends for the year 86,206 84,557
First interim dividend for the year ended 31 December 2025 – 3.80p per share (2024: 3.60p) (18,283) (18,003)
Second interim dividend for the year ended 31 December 2025 – 3.80p per share (2024: 3.60p) (18,158) (17,594)
Third interim dividend for the year ended 31 December 2025 – 3.80p per share (2024: 3.60p) (18,030) (17,371)
Proposed final dividend for the year ended 31 December 2025 – 5.20p per share (2024: 4.80p) (24,609) (23,137)
(estimated cost based on 473,251,531 shares in issue at 11 March 2026, excluding shares held in
treasury)
Estimated amount transferred to revenue reserve for Section 1159 purposes
(1)
7,126
8,452
All dividends are paid from revenue.
(1) Represents 6% of total income as stated in note 3 (2024: 8%)
The table below reflects the revenue reserve after adjusting for the third interim and final dividends for the years to 31 December
2025 and 31 December 2024.
2025
£’000s
2024
£’000s
Revenue reserve at 31 December (per Balance Sheet) 125,497 116,240
Third interim dividend for the year ended 31 December 2025 – 3.80p per share (2024: 3.60p) (18,030) (17,371)
Proposed final dividend for the year ended 31 December 2025 – 5.20p per share (2024: 4.80p) (24,609) (23,137)
Revenue reserve after adjusting for the third interim and final dividends 82,858
75,732
NOTES TO THE ACCOUNTS (CONTINUED)
95Annual Report and Accounts 2025
Financial Report
10. INVESTMENTS
Investments
Level 1
(1)
£’000s
Level 3
(1)
£’000s
2025
Total
£’000s
Level 1
(1)
£’000s
Level 3
(1)
£’000s
2024
Total
£’000s
Cost at 1 January 4,490,601 569,647 5,060,248 4,308,857 520,264 4,829,121
Unrealised gains at 1 January 1,037,333 66,944 1,104,277 627,711 74,046 701,757
Fair value of investments at 1 January 5,527,934 636,591 6,164,525 4,936,568 594,310 5,530,878
Purchases at cost 4,231,116 97,399 4,328,515 3,518,466 88,107 3,606,573
Sales proceeds (4,396,022) (53,034) (4,449,056) (3,816,828) (91,707) (3,908,535)
Gains on investments sold 498,665 17,349 516,014 480,106 52,983 533,089
Gains/(losses) on investments held 82,981 19,323 102,304 409,622 (7,102) 402,520
Fair value of investments at 31 December 5,944,674 717,628 6,662,302 5,527,934 636,591 6,164,525
Analysed at 31 December
Cost 4,824,360 631,361 5,455,721 4,490,601 569,647 5,060,248
Unrealised gains 1,120,314 86,267 1,206,581 1,037,333 66,944 1,104,277
Fair value of investments at 31 December 5,944,674 717,628 6,662,302 5,527,934 636,591 6,164,525
Gains on investments held at fair value
2025
£’000s
2024
£’000s
Gains on investments sold during the year 516,014 533,089
Gains on investments held at year end 102,304 402,520
Total gains on investments 618,318 935,609
Investments sold during the year have been revalued over time since their original purchase, and until they were sold any unrealised gain or loss was included in
the fair value of investments.
(1) The hierarchy of investments and derivative instruments is described in note 2(c)(i) and below.
No investments held in 2025 or 2024 were valued in accordance with Level 2.
Level 1 includes investments listed on any recognised stock exchange or quoted on the AIM market in the UK and quoted open-ended funds.
Level 3 includes investments in private companies or securities, whether invested in directly or through pooled Private Equity vehicles, for which observable
market data is not specifically available.
Investments managed or advised by Columbia Threadneedle Investments
The portfolio of investments, excluding unquoted investments, did not include at any time during the year any funds or investments
managed or advised by Columbia Threadneedle Investments (2024: none). Under the terms of the Company’s Management
Agreement with the Manager as set out in note 4, the management fee is adjusted for fees earned by the Manager on all such
holdings.
Unquoted investments
Unquoted investments include £717.6 million (2024: £636.6 million) of investments described as Private Equity, the underlying
portfolios of which principally comprise unlisted investments. These are valued in accordance with the policies set out in note 2(c)
(ii).
It is in the nature of Private Equity and similar unquoted investments that they may be loss making, with no certainty of survival, and
that they may prove difficult to realise. The concept of “fair value” as applied to such investments is not precise and their ultimate
realisation may be at a value materially different from that reflected in the accounts. Further details on the valuation process in
respect of Private Equity investments can be found in notes 2(c)(xiii) and 25(d).
96
11. SUBSTANTIAL INTERESTS
At 31 December 2025 the Company held more than 3% of one class of the capital of the following undertakings held as investments,
none of which, in the opinion of the Directors, provide the Company with significant influence.
Investment
Country of
registration,
incorporation and
operation Holding
(1)
%
Private Equity Funds
HIPEP V – Direct Fund LP USA 15.66
HIPEP VI – Emerging Markets Fund USA 12.06
HIPEP VI – Asia Pacific Fund LP USA 4.93
Pantheon Europe Fund III LP USA 44.41
Pantheon Europe Fund V LP Scotland 9.29
Pantheon Asia Fund IV LP Channel Islands 8.40
Pantheon Asia Fund V LP Channel Islands 6.19
Pantheon Global Secondary Fund III LP Scotland 3.50
Maison Capital China 4.84
MVM USA/Europe 4.10
PE Investment Holdings 2018 LP* Scotland 100.00
(1)
The Company neither has a controlling interest nor significant influence in the management of any of these undertakings. The
Board has no participation in the investment decision making process as this lies solely with the General Partner. The percentage
holdings have not changed since the prior year.
The valuation of those holdings greater than 10% are: HIPEP V – Direct Fund LP: Nil; HIPEP VI – Emerging Markets Fund: £5,519,000;
Pantheon Europe Fund III LP: £2,236,000; PE Investment Holdings 2018 LP: £273,785,000.
Under FRS 102, as interests are held as part of an investment portfolio, consolidation is not required.
*In 2018 the Company signed a Limited Partnership agreement in which it holds 100% of the Limited Partner share in PE Investment
Holdings 2018 LP and Columbia Threadneedle Investments holds the General Partner interest. The Partnership was set up to
partake in Private Equity investments. The Board has no participation in the investment decision making process as this lies solely
with the General Partner and therefore no consolidated financial statements are prepared. The registered address of PE Investment
Holdings 2018 LP is 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh, EH3 9EG.
The loss for the year ended 31 December 2025 in the LP was £1.6m and its Capital and Reserves was £273.8m.
The outstanding commitments are shown in note 22.
NOTES TO THE ACCOUNTS (CONTINUED)
97Annual Report and Accounts 2025
Financial Report
12. DEBTORS
2025
£’000s
2024
£’000s
Investment debtors 542 5,207
Forward exchange contracts* 478 –
Prepayments and accrued income 5,919 4,564
Overseas taxation recoverable 6,107 5,289
13,046 15,060
*Forward exchange contracts with a net unrealised capital gain of £478,000 (2024: nil) were valued in accordance with level 2. See
notes 2(c)(i) and 25(c).
13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Other
2025
£’000s
2024
£’000s
Investment creditors 601 5,667
Management fees payable to the Manager 3,674 2,647
Provision for Capital Gains Taxation on Indian Investments 603 727
Cost of ordinary shares repurchased 508 1,348
Other accrued expenses 2,263 2,520
7,649 12,909
Loans
Non-instalment debt payable within one year
0.93% Loan notes €42 million repayable June 2026 36,673 –
14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Loans
Non-instalment debt payable after more than one year
2025
£’000s
2024
£’000s
2.80% Loan notes £25 million repayable June 2028 25,000 25,000
3.16% Loan notes £50 million repayable June 2031 50,000 50,000
2.92% Loan notes £75 million repayable May 2048 75,000 75,000
0.93% Loan notes €42 million repayable June 2026 – 34,726
2.59% Loan notes £57 million repayable June 2042 57,000 57,000
2.69% Loan notes £37 million repayable June 2049 37,000 37,000
2.72% Loan notes £20 million repayable June 2059 20,000 20,000
2.09% Loan notes £50 million repayable June 2036 50,000 50,000
2.15% Loan notes £50 million repayable June 2038 50,000 50,000
2.33% Loan notes £40 million repayable June 2056 40,000 40,000
2.06% Loan notes £50 million repayable March 2037 50,000 50,000
1.96% Loan notes £45 million repayable March 2056 45,000 45,000
1.87% Loan notes £45 million repayable March 2061 45,000 45,000
544,000 578,726
In June 2016 the Company issued unsecured, fixed rate senior notes in tranches of £25 million and £50 million expiring in June
2028 and June 2031 respectively. In May 2018 the Company issued unsecured, fixed rate senior notes of £75 million expiring in May
2048. In June 2019 the Company issued unsecured, fixed rate senior notes in tranches of EUR42 million, £57 million, £37 million and
98
£20 million expiring in June 2026, June 2042, June 2049 and June 2059 respectively. In June 2021 the Company issued unsecured,
fixed rate senior notes in tranches of £50 million, £50 million and £40 million expiring in June 2036, June 2038 and June 2056
respectively. In March 2022 the Company issued unsecured, fixed rate senior notes in tranches of £50 million, £45 million and £45
million expiring in March 2037, March 2056 and March 2061 respectively. Interest rates applying to the notes are commercially
competitive and fixed until the expiry dates.
The market value of the short and long-term loans at 31 December 2025 was £377,992,000 based on the equivalent benchmark
gilts or relevant commercially available current debt (2024: £372,235,000).
At 11 March 2026, short and long-term borrowings comprised £544 million loan notes and €42 million loan notes.
15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Debenture
2025
£’000s
2024
£’000s
4.25% perpetual debenture stock – secured 575 575
The 4.25% perpetual debenture stock, which was issued in 1960, is listed on the London Stock Exchange and secured by floating
charges over the assets of the Company. The market value of the debenture stock at 31 December 2025 was £429,000 (2024:
£429,000).
16. SHARE CAPITAL
2025
Shares held in
treasury
Number
Shares
entitled to
dividend
Number
Total shares
in issue
Number
Issued and
fully paid
nominal
£’000s
Ordinary shares of 25p each
Balance brought forward 79,286,468 482,532,548 561,819,016 140,455
Shares repurchased by the Company and held in treasury 8,064,027 (8,064,027) – –
Balance carried forward 87,350,495 474,468,521 561,819,016 140,455
2024
Shares held in
treasury
Number
Shares
entitled to
dividend
Number
Total shares
in issue
Number
Issued and
fully paid
Nominal
£’000s
Ordinary shares of 25p each
Balance brought forward 52,025,962 509,793,054 561,819,016 140,455
Shares repurchased by the Company and held in treasury 27,260,506 (27,260,506) – –
Balance carried forward 79,286,468 482,532,548 561,819,016 140,455
During the year the Company repurchased 8,064,027 ordinary shares at a total cost of £95,388,000, all of which were placed in
treasury.
Since the year end, and up to 11 March 2026, 1,216,990 ordinary shares each have been repurchased and held in treasury.
NOTES TO THE ACCOUNTS (CONTINUED)
99Annual Report and Accounts 2025
Financial Report
17. CAPITAL REDEMPTION RESERVE
2025
£’000s
2024
£’000s
Balance brought forward and carried forward 122,307 122,307
18. OTHER RESERVES
Capital reserve
arising on
investments
sold
£’000s
Capital reserve
arising on
investments
held
£’000s
Capital
reserves
– total
£’000s
Revenue
reserve
£’000s
Gains and losses transferred in current year:
Gains on investments and derivatives sold (see note 10) 516,014 – 516,014 –
Gains on investments held at year end (see note 10) – 102,304 102,304 –
Exchange movements on foreign currency loans, cash balances
and derivatives
6,368 (20,115) (13,747) –
Management fees (see note 4) (15,295) – (15,295) –
Finance costs (see note 6) (10,377) – (10,377) –
Other capital expenses (see note 5) (70) – (70) –
Indian capital gains tax (see note 7) (175) – (175) –
Net revenue return attributable to shareholders – – – 86,206
Total gains and losses transferred in current year 496,465 82,189 578,654 86,206
Cost of ordinary shares repurchased in year (see note 16) (95,388) – (95,388) –
Dividends paid in year (see note 9) – – – (76,949)
Balance brought forward 4,194,972 1,104,548 5,299,520 116,240
Balance carried forward 4,596,049 1,186,737 5,782,786 125,497
Included within the capital reserve movement for the year is £258,000 (2024: £196,000) of dividend receipts recognised as capital
in nature in accordance with note 2(c)(xiii). £2,446,000 of transaction costs on purchases of investments are included within the
capital reserve movements disclosed above (2024: £2,029,000). £1,751,000 of transaction costs on sales of investments are similarly
included (2024: £1,420,000).
19. NET ASSET VALUE PER ORDINARY SHARE
2025 2024
Net asset value per share – pence 1,300.62 1,176.82
Net assets attributable at end of period – £’000s 6,171,045 5,678,522
Ordinary shares of 25p in issue at end of year, excluding shares held in treasury – number 474,468,521 482,532,548
Net asset value per share (with the debenture stock and short and long-term loans at market value – see notes 14 and 15) was
1,343.37p (2024: 1,219.64p).
100
20. RECONCILIATION OF NET RETURN BEFORE TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
2025
£’000s
2024
£’000s
Net return before taxation 678,684 1,013,676
Adjusted for non-cash flow items, dividend income and interest expense:
Gains on investments (618,318) (935,609)
Exchange losses/(gains) 13,937 (4,224)
Non-operating expenses of a capital nature 70 79
(Increase)/decrease in debtors (51) 169
Increase/(decrease) in creditors 770 (40)
Dividends receivable (112,243) (108,917)
Interest payable 13,836 13,731
Tax on overseas income (14,694) (15,031)
(716,693) (1,049,842)
Cash flows from operating activities before dividends received and interest paid (38,009) (36,166)
21. ANALYSIS OF CHANGES IN NET DEBT
2025
Cash
£’000s
Short and
long-term
loans
£’000s
Debenture
£’000s
Forward
exchange
contracts
£’000s
Total
£’000s
Opening net debt as at
31 December 2024
91,147 (578,726) (575) – (488,154)
Cash-flows:
Net movement in cash and cash
equivalents
5,915 – – – 5,915
Non-cash:
Effect of Foreign Exchange
movements
(12,468) (1,947) – 478 (13,937)
Closing net debt as at
31 December 2025 84,594 (580,673) (575) 478 (496,176)
NOTES TO THE ACCOUNTS (CONTINUED)
101Annual Report and Accounts 2025
Financial Report
22. CAPITAL COMMITMENTS
The Company had the following capital commitments at the year end:
2025
Currency
2024
Currency
2025
£’000s
2024
£’000s
Managed by Harbourvest:
HarbourVest Partners VII:
– Venture Partnership Fund LP US$0.5m US$0.5m 390 419
Dover Street VII LP US$3.2m US$3.2m 2,370 2,545
HarbourVest Partners VIII:
– Buyout Partnership Fund LP US$1.8m US$1.8m 1,338 1,437
– Venture Partnership Fund LP US$0.8m US$0.8m 595 639
HIPEP V – Direct Fund LP €2.1m €2.1m 1,801 1,705
HIPEP VI – Asia Pacific Fund LP US$1.3m US$1.3m 929 998
Managed by Pantheon:
Pantheon Europe Fund III LP €5.4m €5.4m 4,680 4,432
Pantheon Europe Fund V LP €4.5m €4.5m 3,929 3,721
Pantheon Asia Fund IV LP US$2.7m US$2.7m 1,970 2,116
Pantheon Asia Fund V LP US$3.5m US$3.5m 2,584 2,775
Pantheon Global Secondary Fund III LP US$2.4m US$2.4m 1,821 1,956
Pantheon Access SICAV (the two "Future Growth"
programmes)
US$123.0m US$176.1m 91,469 140,634
Selected by Columbia Threadneedle Investments:
Astorg VI
(1)
€1.1m €1.1m 978 926
August Equity IV
(1)
£0.0m £0.2m - 151
Procuritas VI
(1)
€0.4m €0.5m 364 393
Stellex Capital
(1)
US$1.6m US$1.6m 1,158 1,317
Centana
(1)
US$0.2m US$0.2m 122 148
Graycliff
(1)
US$1.1m US$1.3m 800 1,023
Maison Capital
(1)
US$0.1m US$0.1m 41 44
Inflexion Partnership Capital II
(1)
£0.2m £0.5m 162 490
PE Investment Holdings 2018 LP
(1)
£99.1m £134.1m 99,118 134,118
Verdane Edda
(1)
SEK 9.7m SEK 9.7m 782 701
Inflexion Supplemental V
(1)
£0.8m £1.5m 830 1,454
Graycliff IV
(1)
US$1.9m US$2.8m 1,442 2,220
Centana II
(1)
US$0.8m US$1.3m 625 1,038
MED Platform
(1)
€1.6m €2.2m 1,416 1,788
Inflexion Buyout Fund VI
(1)
£5.3m £7.6m 5,270 7, 552
Hg Saturn 3
(1)
US$4.0m US$4.0m 2,942 3,179
Inflexion Partnership Capital III
(1)
£12.1m £14.1m 12,107 14,135
Graycliff V
(1)
US$11.9m US$15.0m 8,876 11,977
Inflexion Enterprise Fund VI
(1)
£9.1m £10.0m 9,073 10,000
August Equity VI
(1)
£8.2m £9.7m 8,160 9,700
Castle Mount Impact Partners LP
(1)
€10.1m - 8,774 -
Hg Saturn 3
(1)
US$15.0m - 11,124 -
288,040 365,731
(1) Columbia Threadneedle Investments is responsible for the selection and oversight of these funds, within the terms of its management agreement with the Company.
These commitments will be called upon over a number of years.
102
23. TRANSACTIONS WITH THE MANAGER AND RELATED PARTIES
The Board of Directors is defined as a related party. Under the FCA Listing Rules, the Manager is also defined as a related party.
However, under the Investment Trust SORP issued by the AIC, in accordance with which these financial statements are prepared,
the Manager is not considered to be a related party for accounting purposes.
There are no transactions with the Board other than aggregated remuneration for services as Directors as disclosed in the
Remuneration Report on page 71 and as set out in note 5. There were no outstanding balances with the Board at the year end.
There were no transactions with the Ameriprise group other than those detailed: in note 4 on management fees; in note 10, where
investments managed or advised by Columbia Threadneedle Investments are disclosed; in note 13 in relation to fees owed to the
Manager at the Balance Sheet date; and in the Report of the Management Engagement Committee on page 62 regarding the
Management agreement in respect of Private Equity fees.
24. GOING CONCERN
In assessing the going concern basis of accounting, being the period at least 12 months from the date the financial statements
are issued, the Directors have had regard to the guidance issued by the Financial Reporting Council. They have also considered
the Company’s objective, strategy and investment policy, the current cash position of the Company, the availability of borrowings
and compliance with covenants and the operational resilience of the Company and its service providers. More information on the
Directors' assessment is provided on page 66.
25. FINANCIAL RISK MANAGEMENT
The Company is an investment company, listed on the London Stock Exchange, and conducts its affairs so as to qualify in the UK as
an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010. In so qualifying, the Company is exempted
in the UK from corporation tax on capital gains on its portfolio of investments.
The Company’s objective is to secure long-term growth in capital and income through a policy of investing primarily in an
internationally diversified portfolio of publicly listed equities, as well as unlisted securities and Private Equity, with the use of
gearing. In pursuing the objective, the Company is exposed to financial risks which could result in a reduction of either or both of
the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to
the market (currency movements, interest rate changes and security price movements), liquidity and credit. The Board of Directors,
together with the Manager, is responsible for the Company’s risk management. The Directors’ policies and processes for managing
the financial risks are set out in (a), (b) and (c) on the following pages.
The significant accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and
liabilities, as well as the related income and expenditure, are set out in note 2 to the accounts. The policies are in compliance with
FRS 102 and best practice, and include the valuation of financial assets and liabilities at fair value except as noted in (d) on page 107
and in notes 14 and 15 in respect of loans and the perpetual debenture stock. The Company does not make use of hedge accounting
rules.
(a) Market risks
The fair value of equity and other financial securities, including any derivatives, held in the Company’s portfolio fluctuates with
changes in market prices. Prices are themselves affected by movements in currencies, interest rates and other macroeconomic,
market and financial issues, including the market perception of future risks. The Board’s policies for managing these risks within
the Company’s objective are set out on page 34. The Board meets regularly to review full, timely and relevant information on
investment performance and financial results. The Manager assesses exposure to market risks when making each investment
decision and monitors ongoing market risk within the portfolio.
NOTES TO THE ACCOUNTS (CONTINUED)
103Annual Report and Accounts 2025
Financial Report
The Company’s other assets and liabilities may be denominated in currencies other than sterling and may also be exposed to
interest rate risks. The Manager and the Board regularly monitor these risks. Foreign currency borrowings are limited to amounts
and currencies commensurate with the portfolio’s exposure to those currencies, thereby limiting the Company’s exposure to future
changes in foreign exchange rates. The debenture deed and loan contracts are agreed and signed by the Board and compliance
with the agreements is monitored by the Board at each meeting. Gearing may be short or long-term in sterling and foreign
currencies, and enables the Company to take a long-term view of the countries and markets in which it is invested without having
to be concerned about short-term volatility.
Currency Exposure
The carrying value of the Company’s assets and liabilities at 31 December, by currency, are shown below:
2025
Short-term
debtors
£’000s
Cash and
deposits
£’000s
Debentures
£’000s
Unsecured
loans
£’000s
Short-term
creditors
£’000s
Net monetary
assets/
(liabilities)
£’000s
Investments
£’000s
Net exposure
£’000s
Sterling 1,415 16,723 (575) (544,000) (5,079) (531,516) 615,481 83,965
US Dollar 3,234 61,822 – – (1,903) 63,153 4,291,524 4,354,677
Euro 2,835 1,877 – (36,673) (5) (31,966) 626,705 594,739
Yen 380 1,152 – – – 1,532 368,785 370,317
Other 5,182 3,020 – – (662) 7,540 759,807 767, 347
Total 13,046 84,594 (575) (580,673) (7,649) (491,257) 6,662,302 6,171,045
2024
Short-term
debtors
£’000s
Cash and
deposits
£’000s
Debentures
£’000s
Unsecured
loans
£’000s
Short-term
creditors
£’000s
Net monetary
assets/
(liabilities)
£’000s
Investments
£’000s
Net exposure
£’000s
Sterling 790 6,464 (575) (544,000) (5,166) (542,487) 628,056 85,569
US Dollar 6,617 80,097 – – (5,900) 80,814 4,093,352 4,174,166
Euro 2,892 3,094 – (34,726) (4) (28,744) 473,117 444,373
Yen 1,512 1,433 – – (1,112) 1,833 352,655 354,488
Other 3,249 59 – – (727) 2,581 617,3 45 619,926
Total 15,060 91,147 (575) (578,726) (12,909) (486,003) 6,164,525 5,678,522
The principal currencies to which the Company was exposed were the US Dollar, Euro and Yen. The exchange rates applying against
sterling at 31 December, and the average rates during the year, were as follows:
2025 Average 2024
US Dollar 1.3450 1.3157 1.2524
Euro 1.1453 1.1709 1.2095
Yen 210.8298 197. 8003 196.8272
25. FINANCIAL RISK MANAGEMENT (CONTINUED)
104
Based on the financial assets and liabilities held, adjusted for the underlying gross exposure value of the forward exchange
contracts against USD, and exchange rates applying at each Balance Sheet date, a weakening or strengthening of sterling against
each of these currencies by 10% would have had the following approximate effect on annualised income after tax and on NAV per
share:
Weakening of sterling
US$
£’000s
€
£’000s
2025
¥
£’000s
US$
£’000s
€
£’000s
2024
¥
£’000s
Income Statement Return after tax
Revenue return 3,778 1,843 826 3,750 1,874 813
Capital return 440,621 59,474 37,032 417,428 44,389 35,449
Total return 444,399 61,317 37,858 421,178 46,263 36,262
NAV per share – pence 93.66 12.92 7.98 87.28 9.59 7. 51
Strengthening of sterling
US$
£’000s
€
£’000s
2025
¥
£’000s
US$
£’000s
€
£’000s
2024
¥
£’000s
Income statement return after tax
Revenue return (3,778) (1,843) (826) (3,750) (1, 874) (813)
Capital return (440,621) (59,474) (37,032) (417,428) (44,389) (35,449)
Total return (444,399) (61,317) (37, 858) (421,178) (46, 263) (36,262)
NAV per share – pence (93.66) (12.92) (7.98) (87. 28) (9.59) (7.51)
These analyses are broadly representative of the Company’s activities during the current and prior years as a whole, although the
level of the Company’s exposure to currencies fluctuates in accordance with the investment and risk management processes.
Interest rate exposure
The exposure of the financial assets and liabilities to interest rate risks at 31 December is shown below:
Within
one year
£’000s
More than
one year
£’000s
2025
Total
£’000s
Within
one year
£’000s
More than
one year
£’000s
2024
Total
£’000s
Exposure to floating rates
Cash 68,425 – 68,425 73,488 – 73,488
Exposure to fixed rates
Deposits 16,169 – 16,169 17,659 – 17,659
Debentures – (575) (575) – (575) (575)
Other borrowings (36,673) (544,000) (580,673) – (578,726) (578,726)
Net exposure at year end 47,921 (544,575) (496,654) 91,147 (579,301) (48 8,154)
Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising out
of the investment and risk management processes.
Interest received on cash balances, or paid on bank overdrafts and borrowings, is at ruling market rates. The interest rate applying
on the loans and the debenture stock is set out in notes 13, 14 and 15.
NOTES TO THE ACCOUNTS (CONTINUED)
105Annual Report and Accounts 2025
Financial Report
The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings, except in respect of
the debenture and loans (see notes 13, 14 and 15), on which the interest rates are fixed.
Based on the financial assets and liabilities held, and the interest rates pertaining, at each Balance Sheet date, a decrease or
increase in interest rates by 2% would have the following approximate effects on the Income Statement revenue and capital
returns after tax and on the NAV:
Increase
in rate
£’000s
2025
Decrease
in rate
£’000s
Increase
in rate
£’000s
2024
Decrease
in rate
£’000s
Revenue return 1,369 (1,369) 1,470 (1,470)
Capital return – – – –
Total return 1,369 (1,369) 1,470 (1,470)
NAV per share – pence 0.29 (0.29) 0.30 (0.30)
Other market risk exposures
Based on the portfolio of investments held at each Balance Sheet date, and assuming other factors remain constant, a decrease
or increase in the fair values of the portfolio by 20% would have had the following approximate effects on the net capital return
attributable to equity shareholders and on the NAV:
Increase
in value
£’000s
2025
Decrease
in value
£’000s
Increase
in value
£’000s
2024
Decrease
in value
£’000s
Income statement capital return 1,332,460 (1,332,460) 1,232,905 (1,232,905)
NAV per share – pence 280.83 (280.83) 255.51 (255.51)
(b) Liquidity risk exposure
The Company requires funds to meet commitments associated with financial instruments, Private Equity investments, dividends
and share buybacks. These commitments may be met by the utilisation of existing cash balances, through the realisation of assets
or through increased borrowing. The risk of the Company not having sufficient liquidity at any time is not considered by the Board
to be significant, given: the large proportion of listed investments held in the Company’s portfolio (89.2% at 31 December 2025); the
liquid nature of the portfolio of investments; the industrial and geographical diversity of the portfolio and the ability to meet short
term settlements through our custody account and the availability of loan facilities. Cash balances are held with approved banks,
usually on overnight deposit. The Manager reviews liquidity at the time of making each investment decision. The Board reviews
liquidity exposure at each of its meetings.
The Company has total borrowings of £581.2 million as set out in notes 13, 14 and 15. Their terms limit the amount which the
Company may borrow at any one time as a proportion of the relevant portfolio of investments and cash. The most onerous financial
covenant limits total borrowings to 35% of the Company’s adjusted portfolio value, which at 31 December 2025 was £2,110 million.
Actual borrowings at par value at 31 December 2025 were £580.7 million in loans (market value: £378.0 million) (see notes 13 and
14) and £0.6 million (market value: £0.4 million) in a debenture (see note 15).
At 31 December 2025 the Company had £288.0 million of outstanding commitments to Private Equity investments (see note 22).
25. FINANCIAL RISK MANAGEMENT (CONTINUED)
106
The contractual maturities of the financial liabilities at each balance sheet date, based on the earliest date on which payment can be
required using undiscounted cashflows, were as follows:
2025
Three months
or less
£’000s
More than three
months but less
than one year
£’000s
More than
one year
£’000s
Total
£’000s
Other creditors 7,649 – – 7,649
Short and long-term liabilities
(1)
(including interest) 1,372 48,775 782,959 833,106
9,021 48,775 782,959 840,755
2024
Three months
or less
£’000s
More than three
months but less
than one year
£’000s
More than
one year
£’000s
Total
£’000s
Other creditors 12,909 – – 12,909
Long-term liabilities
(1)
(including interest) 1,372 12,257 831,316 844,945
14,281 12,257 831,316 857,854
(1) See notes 13, 14 and 15 for maturity dates
(c) Credit risk and counterparty exposure
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. The Board reviews all counterparties used in such transactions, which must be settled
on the basis of delivery against payment (except where local market conditions do not permit).
A list of pre-approved counterparties is maintained by the Manager. Broker counterparties are selected based on a combination of
criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past
has been negligible. Payments in respect of Private Equity investments are made only to counterparties with whom a contracted
commitment exists. Cash and deposits are held with approved banks.
The Company has an ongoing contract with the Custodian for the provision of custody services. The contract was executed in 2014
and custody fees last revised in 2017. Details of securities held in custody on behalf of the Company are received and reconciled
monthly. The Depositary has regulatory responsibilities relating to segregation and safe keeping of the Company’s financial assets,
amongst other duties, as set out in the Directors’ Report. The Board has direct access to the Depositary and receives regular reports
from it via the Manager.
To the extent that the Manager carries out management and administrative duties (or causes similar duties to be carried out
by third parties) on the Company’s behalf, the Company is exposed to counterparty risk. The Board assesses this risk through
regular meetings with the management of Columbia Threadneedle Investments (including the Fund Manager) and with its Risk
Management function. In reaching its conclusions the Board, through the Audit Committee, also reviews the annual ISAE/AAF
Report on the Manager's internal control policies and procedures.
None of the Company’s financial assets are past their due date or impaired.
During the year the Company took out a forward exchange contract of approximately £100m in sterling against the US dollar, which
was subsequently reduced to £52m. Prior to year end, instruction was given to close it out in February 2026. At 31 December 2025
there was a net unrealised capital gain of £478,000 (2024: nil).
The maximum exposure to credit risk on cash and debtors equates to their carrying amounts as per the balance sheet.
NOTES TO THE ACCOUNTS (CONTINUED)
107Annual Report and Accounts 2025
Financial Report
(d) Fair values of financial assets and liabilities
The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the balance sheet at fair value, or at a
reasonable approximation thereof, except for the short and long-term loans which are carried at amortised cost and the debenture
which is carried at proceeds less costs, in accordance with Accounting Standards.
The fair values of the short and long-term loans and debenture at 31 December 2025 are set out in notes 14 and 15. Borrowings under
overdraft and short-term loan facilities do not have a value materially different from their capital repayment amount. Borrowings in
foreign currencies are converted into sterling at exchange rates ruling at each valuation date.
The fair value of investments quoted on active markets is determined directly by reference to published price quotations in these
markets.
Forward currency contracts are valued on the basis of exchange rates for a similar contract for the same residual duration, as
provided by the counterparty.
Unquoted investments, including Private Equity investments, are valued based on professional advice and assumptions that
are not wholly supported by prices from current market transactions or by observable market data. The Directors make use of
recognised valuation techniques including reference to: net assets; industry benchmarks; cost of investment; roll forward of calls
and redemptions; and recent arm’s length transactions in the same or similar investments. With respect specifically to investments
in Private Equity funds or partnerships, the underlying investment advisers and managers provide regular estimated valuations to
the Directors, based on the latest information available. The Directors review these valuations for consistency with the Company’s
own accounting policies and with fair value principles. The investment advisers’ and managers’ estimated valuations relating to the
Private Equity funds’ period ends are compared annually by the Directors to the final audited annual valuations of those funds to
ensure that their valuation techniques gave rise to valid estimates. The Directors were satisfied with the results of this annual review,
which took place most recently in June 2025, indicating that the Company can, all things being equal, continue to place reliance
on the Private Equity advisers’ and managers’ estimates and valuation techniques. The Company's direct investment in Inflexion
Strategic Partners is valued with reference to an earnings multiple (see further information in note 2(c)(xiii)).
(e) Capital risk management
The objective of the Company is stated as being to secure long-term growth in capital and income. In pursuing this long-term
objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern. It must therefore maintain
an optimal capital structure through varying market conditions. This involves the ability to:
• issue and buy back share capital within limits set by shareholders in general meeting;
• borrow monies in the short and long terms; and
• pay dividends to shareholders out of current year revenue earnings as well as out of brought forward revenue and capital reserves.
Changes to ordinary share capital are set out in note 16. Dividend payments are set out in note 9. The Directors have no current
intention to pay dividends out of capital reserves. Borrowings are set out in notes 13, 14 and 15.
26. SECURITIES FINANCING TRANSACTIONS (‘SFT’)
The Company has not, in the year to 31 December 2025 (2024: same), participated in any: repurchase transactions; securities lending
or borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively called SFT). As
such, it has no disclosure to make in satisfaction of the UK regulations on transparency of SFT, issued in November 2015.
27. EVENTS AFTER THE END OF THE REPORTING PERIOD
The Directors have reviewed the period following the year end and have not identified any subsequent events requiring disclosure.
25. FINANCIAL RISK MANAGEMENT (CONTINUED)
108
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the one hundred and forty-
seventh Annual General Meeting of the Company will be
held at Merchant Taylors’ Hall, 30 Threadneedle Street,
London EC2R 8JB on Wednesday 29 April 2026 at 12.00
noon for the following purposes:
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors’ report and the
audited accounts for the year ended 31 December 2025.
2. To approve the Directors’ remuneration policy.
3. To approve the Directors’ Remuneration Report
(excluding the Directors' remuneration policy) for the
year ended 31 December 2025.
4. To declare a final dividend for the year ended
31 December 2025 of 5.2 pence per ordinary share.
5. To re-elect Josh Bottomley as a Director.
6. To re-elect Anuradha Chugh as a Director.
7. To re-elect Beatrice Hollond as a Director.
8. To re-elect Rain Newton-Smith as a Director.
9. To re-elect Quintin Price as a Director.
10. To re-elect Richard Robinson as a Director.
11. To re-elect Stephen Russell as a Director.
12. To re-elect Julie Tankard as a Director.
13. THAT KPMG LLP be appointed as Auditors of the
Company in place of the retiring Auditors to hold office
until the conclusion of the next general meeting at
which accounts are laid before the Company.
14. To authorise the Audit Committee to determine the
remuneration of the auditors.
15. Authority to allot shares.
THAT, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the
date hereof, the Directors be and they are hereby generally
and unconditionally authorised, in accordance with section
551 of the Companies Act 2006, to exercise all the powers
of the Company to allot shares in the Company and to grant
rights to subscribe for, or convert any security into, shares in
the Company (together being ‘relevant securities’) up to an
aggregate nominal amount of £11,831,288 during the period
commencing on the date of the passing of this resolution
and expiring at the conclusion of the annual general
meeting of the Company to be held in 2027 or on 30 June
2027, whichever is earlier, unless previously revoked, varied
or extended by the Company in a general meeting (the
‘relevant period’) save that the Company may, at any time
prior to the expiry of this authority, make offers or enter into
agreements which would or might require relevant securities
to be allotted after the expiry of the relevant period and
notwithstanding such expiry the Directors may allot relevant
securities in pursuance of such offers or agreements.
SPECIAL RESOLUTION
16. Disapplication of pre-emption rights
THAT, subject to the passing of resolution 15 above and in
substitution for any existing authority, but without prejudice
to the exercise of any such authority prior to the date hereof,
the Directors be and they are hereby authorised, pursuant to
sections 570 and 573 of the Companies Act 2006 (the 'Act'),
to allot equity securities (within the meaning of section 560
of the Act) either pursuant to the authority conferred by
Resolution 15 for cash or by way of a sale of treasury shares
as if section 561(1) of the Act did not apply to any such
allotment or sale, provided this authority shall be limited to:
(a) the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or
invitation to apply for, equity securities:
(i) to ordinary shareholders in proportion (as
nearly as may be practicable) to their existing
holdings; and
(ii) to holders of other equity securities as required
by the rights of those securities or as the
Directors otherwise consider necessary,
so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary
or appropriate to deal with any treasury shares, fractional
entitlements or securities represented by depositary
receipts, record dates, legal, regulatory or practical problems
in, or under the laws of, any territory or the requirements of
any regulatory body or stock exchange or any other matter;
and
(b) the allotment (otherwise than under paragraph
(a) of this Resolution 16) of equity securities up to
an aggregate nominal amount of £11,831,288, such
authority to expire upon the expiry of the general
authority conferred by Resolution 15 above save that
the Company may at any time prior to the expiry of this
authority make offers or enter into agreements which
would or might require equity securities to be allotted
(and treasury shares to be sold) after the expiry of the
relevant period and notwithstanding such expiry the
Directors may allot equity securities (and sell treasury
shares) in pursuance of such offers or agreements as
if the authority conferred by this resolution had not
expired.
109Annual Report and Accounts 2025
Notice of Meeting
ORDINARY RESOLUTION
17. Share Split
That each of the issued ordinary shares of 25 pence each in
the capital of the Company be and is hereby sub-divided into
four ordinary shares of 6.25 pence each (the ‘New Ordinary
Shares’) having the rights and being subject to the restrictions
and obligations set out in the articles of association of the
Company, provided that such sub-division shall be conditional
on, and shall take effect on, the New Ordinary Shares
being admitted to the Official List of the Financial Conduct
Authority and to trading on the main market of the London
Stock Exchange, which is expected to be occur at 8.00
a.m. on 11 May 2026 (or such other time and/or date as the
Directors may in their absolute discretion determine).
SPECIAL RESOLUTION
18. Share Buyback Authority
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 in the capital
of the Company on such terms and in such manner as the
Directors may from time to time determine, provided that:
(a) the maximum number of ordinary shares hereby
authorised to be purchased shall be 70,940,404 (or
283,761,617 provided that Resolution 17 is passed) or, if
less, 14.99% of the number of ordinary shares in issue
(excluding treasury shares) as at the date of the passing
of this resolution;
(b) the minimum price (exclusive of expenses) which may
be paid for an ordinary share shall be 25 pence (or 6.25
pence provided that Resolution 17 is passed);
(c) the maximum price (exclusive of expenses) which may
be paid for an ordinary share is the higher of:
(i) an amount equal to 105% of the average of the
middle market quotations for an ordinary share
(as derived from the London Stock Exchange
Daily Official List) for the five business days
immediately preceding the date on which the
ordinary share is contracted to be purchased,
and
(ii) an amount equal to the higher of the price
of the last independent trade for an ordinary
share and the highest current independent bid
for an ordinary share on the trading venues
where the purchase is carried out;
(d) the authority hereby conferred shall expire on 30 June
2027 unless the authority is renewed before that time
at the Company’s annual general meeting to be held
in 2027 or unless such authority is varied, revoked or
renewed prior to such time by the Company in general
meeting by special resolution; and
(e) the Company may at any time prior to the expiry of
such authority enter into a contract or contracts to
purchase ordinary shares under such authority which
will or may be completed or executed wholly or partly
after the expiration of such authority and the Company
may purchase ordinary shares pursuant to any such
contract or contracts as if the authority conferred by
this resolution had not expired.
By Order of the Board
Columbia Threadneedle
Investment Business Limited,
Company Secretary
13 March 2026
Registered office:
Cannon Place
78 Cannon Street
London EC4N 6AG
Registered number: 12901
The AGM will be a “hybrid” meeting, with shareholders
and savings plan holders being able to attend the
meeting in person or online. This allows many more of
our shareholders the opportunity to view the AGM and
to participate by asking questions and voting online. Full
details of how to do so are set out in your Form of Proxy
or Form of Direction. Please read these carefully as failure
to complete your form correctly will result in you not
being able to vote at the meeting.
Mansion
House
Bank
Monument
Cornhill
Leadenhall Steet
Threadneedle Street
Bank
of
England
Lloyds
of
London
Fenchurch St
Station
Liverpool
Street
King William Street
Bishopsgate
Old Broad Street
Lombard Street
Threadneedles
Hotel
Merchant
Taylors’ Hall
Meeting Location
110
Notes:
1. A member is entitled to appoint one or more proxies to
exercise all or any of the member’s rights to attend, speak
and vote at the meeting. A proxy need not be a member
of the Company but must attend the meeting for the
member’s vote to be counted. If a member appoints more
than one proxy to attend the meeting, each proxy must
be appointed to exercise the rights attached to a different
share or shares held by that member.
Please contact Computershare Investor Services PLC by
email on corporate-representatives@computershare.co.uk
or alternatively call 0370 707 1529, providing details of
your proxy appointment including their email address so
that unique credentials can be issued to allow the proxy
to access the electronic meeting. Access credentials will
be emailed to the appointee one working day prior to the
meeting. Lines are open 8.30am to 5.30pm Monday to
Friday (excluding public holidays).
2. If the Chairman, as a result of any proxy appointments,
is given discretion as to how the votes are cast and the
voting rights in respect of those discretionary proxies,
when added to the interests in the Company’s securities
already held by the Chairman, result in the Chairman
holding such number of voting rights that she has a
notifiable obligation under the Disclosure Guidance and
Transparency Rules (‘DTRs’), the Chairman will make the
necessary notifications to the Company and the Financial
Conduct Authority (‘FCA’). As a result, any person holding
3% or more of the voting rights in the Company who
grants the Chairman a discretionary proxy in respect of
some or all of those voting rights and so would otherwise
have a notification obligation under the DTRs need not
make a separate notification to the Company and the FCA.
3. Any such person holding 3% or more of the voting rights
in the Company who appoints a person other than the
Chairman as their proxy will need to ensure that both they
and such person complies with their respective disclosure
obligations under the DTRs.
4. A Form of Proxy is provided with this notice for members.
If a member wishes to appoint more than one proxy and
so requires additional Forms of Proxy, the member should
contact Computershare Investor Services PLC on 0370
707 1529. To be valid, the Form of Proxy and any power
of attorney or other authority under which it is signed
(or a notarially certified copy of such authority) must be
received by post or (during normal business hours only) by
hand at the Company’s registrars, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6ZY, no later than 12.00 noon on Monday 27 April 2026
or two business days before the time of any adjournment.
Completion and return of a Form of Proxy will not preclude
members from attending and voting at the meeting should
they wish to do so. Amended instructions must also be
received by the Company’s registrars by the deadline for
receipt of Forms of Proxy.
5. Alternatively, members may register the appointment of
a proxy for the meeting electronically, by accessing the
website eproxyappointment.com where full instructions for
the procedure are given. The Control Number, Shareholder
Reference Number and PIN as printed on the Form of
Proxy will be required in order to use the electronic
proxy appointment system. This website is operated
by Computershare Investor Services PLC. The proxy
appointment and any power of attorney or other authority
under which the proxy appointment is made must be
received by Computershare Investor Services PLC no later
than 12.00 noon on Monday 27 April 2026 or two business
days before any adjourned meeting or (in the case of a poll
taken otherwise than at or on the same day as the meeting
or adjourned meeting) for the taking of the poll at which it
is to be used. If you wish to appoint more than one proxy
electronically please contact Computershare Investor
Services PLC on 0370 707 1529.
6. Investors holding shares in the Company through the
Columbia Threadneedle ISA, Junior ISA, Child Trust
Fund, General Investment Account, Lifetime ISA and/
or Junior Investment Account should ensure that Forms
of Direction are returned to Computershare Investor
Services PLC not later than 12.00 noon on Tuesday 21 April
2026. Alternatively, voting directions can be submitted
electronically at eproxyappointment.com by entering the
Control Number, Shareholder Reference Number and PIN
as printed on the Form of Direction. Voting directions must
be submitted electronically no later than 12.00 noon on
Tuesday 21 April 2026.
7. Any person receiving a copy of this notice as a person
nominated by a member to enjoy information rights
under section 146 of the Companies Act 2006 (the 'Act')
(a ‘Nominated Person’) should note that the provisions
in notes 1, 4 and 5 above concerning the appointment
of a proxy or proxies to attend the meeting in place of
a member do not apply to a Nominated Person as only
shareholders have the right to appoint a proxy. However, a
Nominated Person may have a right under an agreement
between the Nominated Person and the member by whom
he or she was nominated to be appointed, or to have
someone else appointed, as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or
does not wish to exercise it, he/she may have a right under
such an agreement to give instructions to the member as
to the exercise of voting rights at the meeting.
8. Nominated Persons should also remember that their
main point of contact in terms of their investment in
the Company remains the member who nominated the
Nominated Person to enjoy information rights (or, perhaps,
the custodian or broker who administers the investment
on their behalf). Nominated Persons should continue to
contact that member, custodian or broker (and not the
Company) regarding any changes or queries relating to
the Nominated Person’s personal details and interest in the
Company (including any administrative matter). The only
exception to this is where the Company expressly requests
a response from a Nominated Person.
9. Pursuant to Regulation 41(1) of the Uncertificated
Securities Regulations 2001 (as amended) and for the
purposes of section 360B of the Act, the Company has
specified that only those members registered on the
register of members of the Company at close of business
on Monday 27 April 2026 (the ‘Specified Time’) (or, if the
meeting is adjourned to a time more than 48 hours after
the Specified Time, by close of business on the day which
is two business days prior to the time of the adjourned
meeting) shall be entitled to attend and vote at the
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
111Annual Report and Accounts 2025
Notice of Meeting
meeting in respect of the number of shares registered
in their name at that time. If the meeting is adjourned
to a time not more than two business days after the
Specified Time, that time will also apply for the purpose
of determining the entitlement of members to attend and
vote (and for the purposes of determining the number of
votes they may cast) at the adjourned meeting. Changes
to the register of members after the relevant deadline shall
be disregarded in determining the rights of any person to
attend and vote at the meeting.
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 proxymity.io. Your
proxy must be lodged by 12.00 noon on Monday 27 April
2026 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.
10. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof
by using the procedures described in the CREST Manual.
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.
11. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information
required for such instruction, as described in the CREST
Manual (available via euroclear.com/CREST). The message,
regardless of whether it constitutes the appointment of
a proxy or is an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be
transmitted so as to be received by the issuer’s agent (ID
number 3RA50) by the latest time(s) for receipt of proxy
appointments specified in notes 4 and 5 above. For this
purpose, the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message by
the CREST Application Host) from which the issuer’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.
12. CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It
is the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting
service provider(s), to procure that their CREST sponsor
or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting service provider(s) are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings (euroclear.com/CREST).
13. 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 (as
amended).
14. Any corporation which is a member can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a member provided that, if it is
appointing more than one corporate representative, it does
not do so in relation to the same shares.
Please contact Computershare Investor Services PLC by
emailing corporate-representatives@computershare.co.uk
providing details of your appointment including their
email address, confirmation of the meeting they wish to
attend and a copy of the Letter of Representation, so that
unique credentials can be issued to allow the corporate
representative to access the electronic meeting. Access
credentials will be emailed to the appointee one working
day prior to the meeting. If documentation supporting the
appointment of the corporate representative is supplied
later than the deadline for appointment of a proxy (48
hours prior to the meeting), issuance of unique credentials
to access the meeting will be issued on a best endeavours
basis.
15. Under section 527 of the Act, members meeting the
threshold requirements set out in that section have the
right to require the Company to publish on a website a
statement setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
auditor’s report and the conduct of the audit) that are
to be laid before the meeting; or
(b) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which annual accounts and reports were
laid in accordance with section 437 of the Act.
The Company may not require the members requesting
any such website publication to pay its expenses in
complying with sections 527 or 528 of the Act. Where
the Company is required to place a statement on a
website under section 527 of the Act, it must forward the
statement to the Company’s auditor not later than the time
when it makes the statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required under
section 527 of the Act to publish on a website.
16. Any member attending the meeting has the right to ask
questions. The Company must cause to be answered any
question relating to the business being dealt with at the
meeting put by a member attending the meeting. However,
members should note that no answer need be given in the
following circumstances:
(a) if to do so would interfere unduly with the preparation
of the meeting or would involve a disclosure of
confidential information;
112
(b) if the answer has already been given on a website in
the form of an answer to a question; or
(c) if it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered.
17. As at 11 March 2026, being the latest practicable date prior
to the printing of this notice, the Company’s issued capital
(i.e. excluding those shares held in treasury) consisted
of 473,251,531 ordinary shares of 25 pence each carrying
one vote each. Therefore, the total voting rights in the
Company as at 11 March 2026 are 473,251,531.
18. This notice, together with information about the total
number of shares in the Company in respect of which
members are entitled to exercise voting rights at the
meeting as at 11 March 2026, being the latest practicable
date prior to the printing of this notice, and, if applicable,
any members’ statements, members’ resolutions or
members’ matters of business received by the Company
after the date of this notice, will be available at fandc.com.
19. Any electronic address provided either in this notice or in
any related documents (including the Form of Proxy) may
not be used to communicate with the Company for any
purposes other than those expressly stated.
20. Copies of the letters of appointment between the
Company and its Directors; a copy of the Articles of
Association of the Company; the register of Directors’
holdings; and a deed poll relating to Directors’ indemnities
will be available for inspection at the registered office of
the Company during usual business hours on any weekday
(Saturdays, Sundays and Public Holidays excluded) until
the date of the meeting and also on the date and at
the place of the meeting from 15 minutes prior to the
commencement of the meeting to the conclusion thereof.
21. No Director has a service contract with the Company.
22. Your personal data includes all data provided by you,
or on your behalf, which relates to you as a shareholder,
including your name and contact details, the votes you
cast and your shareholder Reference Number (attributed
to you by the Company). The Company determines the
purposes for which and the manner in which your personal
data is to be processed. The Company and any third party
to which it discloses the data (including the Company's
registrar) may process your personal data for the purposes
of compiling and updating the Company's records, fulfilling
its legal obligations and processing the shareholder rights
you exercise. A copy of the Company's privacy policy can
be found online at fandc.com.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
113Annual Report and Accounts 2025
Other Information
THE MANAGEMENT COMPANY
F&C Investment Trust plc is
managed by Columbia Threadneedle
Investment Business Limited (the
‘Manager’), a wholly-owned subsidiary
of Columbia Threadneedle AM
(Holdings) PLC, which is ultimately
owned by Ameriprise Financial, Inc.
The Manager is appointed under an
investment management agreement
with the Company, which sets out
its responsibilities for investment
management, administration and
marketing. The Manager is authorised
and regulated by the Financial
Conduct Authority.
The Manager also acts as the
Alternative Investment Fund Manager
and Company Secretary.
Paul Niven is the Company’s Fund
Manager and Columbia Threadneedle
Investments’ Head of Multi-Asset
Solutions (EMEA). He has extensive
experience in managing large,
diversified investment funds and has
managed the Company’s assets since
July 2014. He joined the management
company in 1996.
Jonathan Latter represents the
Manager as Company Secretary and
is responsible for the Company’s
statutory compliance. He joined the
management company in 2021.
Marrack Tonkin is Head of Investment
Trusts at the Manager, with
responsibility for its relationship
with the Company. He joined the
management company in 1989.
US SUB-MANAGERS
Barrow, Hanley, Mewhinney & Strauss,
LLC (North America) – appointed
2005
JPMorgan Asset Management (UK)
Limited – appointed 2023
EMERGING MARKETS SUB-MANAGER
Invesco Asset Management Limited –
appointed 2025
PRIVATE EQUITY MANAGERS
HarbourVest Partners LLC –
appointed 2003
Pantheon Ventures Limited –
appointed 2003
COMPANY SECRETARY AND
REGISTERED OFFICE
Columbia Threadneedle Investment
Business Limited
Cannon Place
78 Cannon Street
London EC4N 6AG
Telephone: 020 7464 5000
Website: fandc.com
Email: invest@columbiathreadneedle.com
INDEPENDENT AUDITOR
Ernst & Young LLP
25 Churchill Place
London E14 5EY
CUSTODIAN
JPMorgan Chase Bank
25 Bank Street
Canary Wharf
London E14 5JP
DEPOSITARY
JPMorgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
NEW ZEALAND SHARE REGISTRARS
Computershare Investor Services
Limited Private Bag 92119
Auckland 1142
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Telephone: +64 9 488 8700
Facsimile: +64 9 488 8787
SHARE REGISTRARS
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1529
Authorised and regulated in the UK by
the Financial Conduct Authority.
SOLICITORS
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
STOCKBROKER
JPMorgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
MANAGEMENT AND ADVISERS
114
ADDITIONAL INFORMATION
FOR SHAREHOLDERS (UNAUDITED)
ALTERNATIVE INVESTMENT FUND MANAGERS
DIRECTIVE
The Company is an ‘alternative investment fund’ (‘AIF’) for
the purposes of the AIFMD and has appointed its Manager,
Columbia Threadneedle Investment Business Limited, to act
as its Alternative Investment Fund Manager (the ‘AIFM’).
The Manager is authorised and regulated by the FCA as a
‘full scope UK AIFM’.
The Company is required to make certain disclosures
available to investors in accordance with the AIFMD. Those
disclosures that are required to be made pre-investment
are included within the Investor Disclosure Document
(‘IDD’) which can be found on the Company’s website at
fandc.com. There have not been any material changes to
the disclosures contained within the IDD since it was last
updated in March 2025.
In accordance with the AIFMD, information in relation
to the Company’s leverage and the remuneration of the
Company’s AIFM are 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.
LEVERAGE
The Company’s maximum and actual leverage levels at
31 December 2025 are shown below:
Leverage exposure
Gross
method
Commitment
method
Maximum permitted limit 200% 200%
Actual 109% 109%
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.
The Company and the AIFM also wish to make the following
disclosures to investors:
• the investment strategy, geographic and sector
investment focus and principal stock exposures are
included in the Strategic Report. A list of the twenty
largest listed equity holdings is included on pages 29
and 30; none of the Company’s assets is subject to
special arrangements arising from their illiquid nature;
• the Strategic Report and note 25 to the accounts set
out the risk profile and risk management systems
in place. There have been no changes to the risk
management systems in place in the year under review
and no breaches of any of the risk limits set, with no
breach expected;
• there are no new arrangements for managing the
liquidity of the Company or any material changes to
the liquidity management systems and procedures that
it employs;
• all authorised Alternative Investment Fund Managers
are required to comply with the AIFMD Remuneration
Code in respect of the AIFM’s remuneration. The
relevant disclosures required are within the IDD; and
• information in relation to the Company’s leverage is
contained within the IDD.
Following completion of an assessment of the application
of the proportionality principle to the FCA’s AIFM
Remuneration Code, the AIFM has disapplied the pay-out
process rules with respect to it and any of its delegates.
This is because the AIFM considers that it carries out non-
complex activities and is operating on a small scale.
KEY INFORMATION DOCUMENT ('KID')
In September 2024 the FCA announced that, for the time
being, investment companies are not required to comply
with the PRIIPs regulations and therefore do not need to
make a KID available for investors. However, the Board has
chosen to continue to produce a KID, which is available on
the Company’s website at fandc.com. The costs disclosure
has been revised to include the Company’s Ongoing
Charges figure, consistent with the annual report. In
December 2025 the FCA announced that, under the rules
for Consumer Composite Investments which are due to
take effect on 6 April 2026 (with a transitional period for
compliance until June 2027), investment companies will be
required to highlight the Ongoing Costs Figure as the key
pre-sale cost disclosure. Other costs, such as gearing and
transaction costs, will be disclosed separately and will no
longer be required to be amalgamated into one costs figure.
115Annual Report and Accounts 2025
Other Information
NET ASSET VALUE AND SHARE PRICE
The Company’s net asset value is released daily, on the
working day following the calculation date, to the London
and New Zealand Stock Exchanges. The current share price
of the Company is shown in the investment trust section
of the stock market page in several leading newspapers.
Investors in New Zealand can obtain share prices from
leading newspapers in that country.
UK CAPITAL GAINS TAX (‘CGT’)
An approved investment trust does not pay tax on its
capital gains. UK resident individuals may realise net capital
gains of up to £3,000 in the tax year ending 5 April 2027
without incurring any tax liability.
A rate of CGT of 18% will apply where taxable income and
gains do not exceed the income tax higher rate threshold.
A higher rate of 24% will apply to those whose income and
gains exceed this figure.
INCOME TAX
The final dividend of 5.2 pence per share is payable on
6 May 2026. From 6 April 2026, the annual tax-free
allowance to UK residents on dividend income is £500.
Dividend income received in excess of this amount
will be taxed at rates of 10.75% (basic rate taxpayers),
35.75% (higher rate taxpayers) or 39.35% (additional rate
taxpayers). Dividend income on shares held within an
Individual Savings Account is not subject to tax.
116
HOW TO INVEST
One of the most convenient ways to invest in F&C Investment Trust plc is through one of the Savings Plans run by
Columbia Threadneedle Investments.
Financial promotion
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).
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. 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. JISAs 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.
CT General Investment Account (GIA)
This is a flexible way to invest in our range of Investment
Trusts with no maximum contributions.
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.
CT Child Trust Fund (CTF)*
If your child already has a CTF, you can invest up to £9,000
per birthday year. CTFs with other providers can be
transferred to Columbia Threadneedle Investments.
Our adult products
We offer three different products for those over 18 to suit
your needs. The minimum opening investment amount for an
adult product is £2,000 and you can then invest from £25 a
month or make additional one-off investments from £100.
Our child products
We also offer three different products for children. The
minimum opening investment amount for these is £1,000
and you can then invest from £25 a month or make
additional one-off investments from £100.
Charges
Annual management charges and other charges apply according
to the type of Savings Plan, these can be found on the relevant
product Presales Cost & Charges disclosure on our website
www.ctinvest.co.uk.
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 www.ctinvest.co.uk/documents.
How to Invest
To open a new Columbia Threadneedle Savings Plan, apply online
at www.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 www.ctinvest.co.uk/documents or by contacting
Columbia Threadneedle Investments.
New Customers:
Call: 0345 600 3030**
(9:00am – 5:00pm, weekdays)
Email: invest@columbiathreadneedle.com
Existing Savings Plan Holders:
Call: 0345 600 3030**
(9:00am – 5:00pm, weekdays)
Email: investor.enquiries@columbiathreadneedle.com
Post: Columbia Threadneedle Management Limited,
PO Box 11114, Chelmsford CM99 2DG
*The CTF and JISA accounts are opened in the child’s name and they can
have access to the account at age 18.
**Calls may be recorded or monitored for training and quality purposes.
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.
Capital at risk. The material relates to an investment trust and its Ordinary Shares that are traded on the main market of the London Stock Exchange. The Investor
Disclosure Document, Key Information Document (KID), latest annual or half year reports and the applicable terms & conditions are available from Columbia Threadneedle
Investments, Cannon Place, 78 Cannon Street, London EC4N 6AG, your financial advisor and/or on our website www.columbiathreadneedle.com. Please read the Investor
Disclosure Document before taking any investment decision. This material should not be considered as an offer, solicitation, advice or an investment recommendation.
This communication is valid at the date of publication and may be subject to change without notice. Information from external sources is considered reliable but there
is no guarantee as to its accuracy or completeness. In the UK: Issued by Columbia Threadneedle Management Limited, No. 517895, registered in England and Wales and
authorised and regulated in the UK by the Financial Conduct Authority. © 2026 Columbia Threadneedle Investments.
You can also invest in the trust through online dealing platforms for private investors that offer share dealing and ISAs. Companies include:
AJ Bell, Barclays Stockbrokers, EQi, Halifax, Hargreaves Lansdown, HSBC, Interactive Investor, LLoyds Bank and The Share Centre.
117Annual Report and Accounts 2025
Other Information
ALTERNATIVE PERFORMANCE MEASURES
The Company uses the following Alternative Performance Measures ('APMs') throughout the annual report, financial
statements and notes to the financial statements. The APMs are reconciled to the financial statements through the narrative
detailed below. The Board believes that each of the APMs, which are typically used within the investment trust sector,
provide additional useful information to shareholders in order to assess the Company’s performance and against its peer
group.
Discount or Premium – the share price of an investment trust company is derived from buyers and sellers trading their
shares on the stock market. This price is not identical to the 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 said to be at a premium, in
which case there tend to be more buyers than sellers. The Board’s policy is set out on page 36.
31 December 2025
pence
31 December 2024
pence
Net Asset Value per share (with debt at market value) (a)
1,343.37 1,219.64
Share price per share (b)
1,252.00 1,108.00
(Discount)/Premium (c= (b-a)/a) (c)
(6.8)% (9.2)%
Dividend growth – the amount by which the Company's annual dividend has increased compared to the previous year,
expressed as a percentage of the previous annual dividend.
31 December 2025
pence
31 December 2024
pence
Total dividend paid/payable for the prior year (a)
15.60 14.70
Total dividend paid/payable for the current year (b)
16.60 15.60
Dividend growth (c= (b-a)/a) (c)
6.4% 6.1%
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 ordinary shareholders in their entitlement to capital and/or income. They may include:
preference shares; debentures; 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 and Directors’ Report.
31 December 2025
£’000
31 December 2024
£’000
Loans
580,673 578,726
Debenture
575 575
(a)
581,248 579,301
Less Cash and cash equivalents
(84,594) (91,147)
Less Investment debtors
(542) (5,207)
Add Investment creditors
601 5,667
Total (b)
496,713 488,614
Net Asset Value (c)
6,171,045 5,678,522
Effective gearing (d= b/c) (d)
8.0% 8.6%
Fully invested gearing (e= a/c) (e)
9.4% 10.2%
118
Net Asset Value (NAV) – the assets less liabilities of the Company, as set out in the Balance Sheet, all valued in accordance
with the Company’s Accounting Policies (see note 2 to the accounts) and UK Accounting Standards. The net assets
correspond to Total Shareholders’ Funds, which comprise the share capital account, capital redemption reserve and capital
and revenue reserves.
31 December 2025 31 December 2024
Net assets at year end - £'000s
6,171,045 5,678,522
Number of ordinary shares in issue at year end
474,468,521 482,532,548
Net asset value (with debt at par) at year end - pence
1,300.62 1,176.82
Net Asset Value (NAV) with Debt at Market Value – the Company's debt (debenture and loans) is valued in the Balance
Sheet (on page 84) at amortised cost, which is materially equivalent to the repayment value of the debt on the assumption
that it is held to maturity. This is often referred to as "debt at par". The current replacement or market value of the debt,
which assumes it is repaid and renegotiated under current market conditions, is often referred to as the "Debt at Market
Value" or "Debt at Fair Value". The market value of the debt is shown in notes 14 and 15 to the Accounts.
31 December 2025 31 December 2024
Net assets at year end - £'000s
6,171,045 5,678,522
Add back: Debt at par - £'000s
581,248 579,301
Deduct: Debt at market value - £'000s
(378,421) (372,664)
6,373,872 5,885,159
Number of ordinary shares in issue at year end
474,468,521 482,532,548
Net asset value (with debt at market value) at year end - pence
1,343.37 1,219.64
Ongoing Charges – all operating costs expected to be regularly incurred and that are payable by the Company or suffered
within underlying investee fund, 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 ordinary shares.
Ongoing Charges calculation
31 December 2025
£’000
31 December 2024
£’000
Management fees
20,393 18,414
Other expenses
4,603 5,739
Ad hoc non-recurring expenses*
(250) (1,039)
Underlying costs of Private Equity Funds and Collectives
1,972 2,008
Total (a)
26,718 25,122
Average daily net assets (b)
5,986,352 5,601,379
Ongoing charges (c= a/b) (c)
0.45% 0.45%
ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)
* These expenses relate to changes to the management fee arrangements and a reduced marketing budget from 1 January 2025 onwards.
119Annual Report and Accounts 2025
Other Information
Total Expense Ratio (TER) – an alternative measure of expenses to Ongoing Charges. It comprises all operating costs
incurred in the reporting period by the Company (see notes 4 and 5 to the Accounts), calculated as a percentage of the
average net assets in that year. Operating costs exclude costs suffered within underlying investee funds, costs of buying
and selling investments and derivatives, interest costs, taxation and the costs of buying back or issuing ordinary shares.
TER calculation
31 December 2025
£’000
31 December 2024
£’000
Management fees
20,393 18,414
Other expenses
4,603 5,739
Total (a)
24,996 24,153
Average daily net assets (b)
5,986,352 5,601,379
TER (c= a/b) (c)
0.42% 0.43%
Total Return – the theoretical return to shareholders calculated on a per share basis by adding dividends paid in the period
to the increase or decrease in the Share Price or NAV in the period. The dividends are assumed to have been re-invested in
the form of shares or net assets, respectively, on the date on which the shares were quoted ex-dividend.
Net Asset Value
(1)
Share price
NAV/Share Price per share at 31 December 2024 (pence)
1,219.64 1,108.00
NAV/Share Price per share at 31 December 2025 (pence)
1,343.37 1,252.00
Change in the year
10.1% 13.0%
Impact of dividend reinvestments
1.5% 1.6%
Total return for the year to 31 December 2025
11.6% 14.6%
Net Asset Value
(1)
Share price
NAV/Share Price per share at 31 December 2023 (pence)
1,022.07 962.00
NAV/Share Price per share at 31 December 2024 (pence)
1,219.64 1,108.00
Change in the year
19.3% 15.2%
Impact of dividend reinvestments
1.7% 1.7%
Total return for the year to 31 December 2024
11.3% 8.1%
(1) With debt at market value.
120
GLOSSARY OF TERMS
AAF Report – report prepared in accordance with Audit and Assurance Faculty guidance issued by the Institute of
Chartered Accountants in England and Wales.
Adjusted portfolio value – this is as defined within our loan covenant tests and comprises the gross assets less the value of
all unquoted and private equity investments.
Administrator – the administrator is State Street Bank and Trust Company to which Columbia Threadneedle has outsourced
trade processing, valuation and middle office tasks and systems.
AGM – annual general meeting of the Company.
AIC – Association of Investment Companies, the trade body for closed-end Investment Companies.
AIC Code – the AIC Code of Corporate Governance, published in 2024, which addresses the principles and provisions set
out in the UK Code, as they apply to investment trust companies.
AIFMD – the Alternative Investment Fund Managers Directive that requires investment vehicles to appoint a Depositary and
an Alternative Investment Fund Manager.
AIFM – the Alternative Investment Fund Manager appointed by the Board of Directors in accordance with the AIFMD is the
Company’s Manager, as defined below.
Ameriprise Financial, Inc. – the ultimate owner of Columbia Threadneedle Investments, a diversified financial services and
bank holding company incorporated in Delaware, USA.
Benchmark – the FTSE All-World (Total Return) Index is the benchmark against which the Company’s performance is
measured. The Index averages the performance of a defined selection of companies listed in stock markets around the
world and gives an indication of how those markets have performed in any period. Divergence between the performance
of the Company and the Index is to be expected as: the investments within this Index are not identical to those held by the
Company; the Index does not take account of operating costs; and the Company’s strategy does not include replicating
(“tracking”) this Index.
“FTSE®” is a trademark of the London Stock Exchange Group companies and is used by FTSE International Limited under
licence. All rights in the FTSE indices and/or FTSE ratings vest in FTSE and/or its licensers. Neither FTSE nor its licensers
accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data. No further
distribution of FTSE Data is permitted without FTSE’s express written consent.
Carbon footprint – total carbon emissions for a portfolio normalised by the market value of the portfolio, expressed in
tonnes CO2/$M invested.
Closed-end company – a company, including an Investment Company, with a fixed issued ordinary share capital, the shares
of which are traded on an exchange at a price not necessarily related to the net asset value of the company and which can
only be issued or bought back by the company in certain circumstances.
Columbia Threadneedle – the asset management business of Ameriprise Financial, Inc.
121Annual Report and Accounts 2025
Other Information
Columbia Threadneedle Savings Plans – these comprise the CT General Investment Account, CT Junior Investment
Account, CT Lifetime ISA, CT ISA, CT Junior ISA and CT Child Trust Fund operated by Columbia Threadneedle Management
Limited, a company authorised by the Financial Conduct Authority.
Consumer Duty – a set of FCA rules which requires asset management firms to put their customers' needs first.
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 – the Company's Custodian is JPMorgan Chase Bank. The custodian is a 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.
Depositary – the Company's Depositary is JPMorgan Europe Limited. Under AIFMD rules 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 the AIFMD rules, the Depositary has strict liability for the loss of the Company’s
financial assets in respect of which it has safekeeping duties. The Depositary’s oversight duties include but are not limited
to oversight of share issues/buybacks, dividend payments and adherence to investment restrictions and guidelines.
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.
Digital Operational Resilience Act ('DORA') – a regulation, implemented in January 2025, which requires financial entities
to improve their digital operational resilience.
Distributable Reserves – reserves distributable by way of dividend or for the purpose of buying back ordinary share
capital (see notes 2(c)(x), 2(c)(xi), 16, 17 and 18 to the Accounts). Company Law requires that Share Capital and the Capital
Redemption Reserve may not be distributed. The Company’s Articles of Association allow distributions by way of dividend
out of Capital Reserves. Dividend payments are currently made out of Revenue Reserve. The cost of all share buybacks is
deducted from Capital Reserves.
Dividend Dates – reference is made in announcements of dividends to three dates. The “record” date is the date after
which buyers of the shares will not be recorded on the register of shareholders as qualifying for the pending dividend
payment. The “payment” date is the date that dividends are credited to shareholders’ bank accounts. The “ex-dividend”
date is normally the business day prior to the record date (most ex-dividend dates are on a Thursday).
DTRs – the Disclosure Guidance and Transparency Rules issued by the FCA.
EY – the Company’s auditor, Ernst & Young LLP.
FCA – Financial Conduct Authority, the conduct regulator for financial services firms and financial markets in the UK.
F&C – F&C Investment Trust plc or the 'Company'.
FRC – Financial Reporting Council which regulates auditors, accountants and actuaries in the UK and sets the UK's
Corporate Governance and Stewardship Codes.
122
FTSE Women Leaders Review – an independent body that aims to increase the number of women on boards and
leadership teams which sets out target recommendations for FTSE 350 companies.
Fund Manager – Paul Niven, an employee of the Manager with overall management responsibility for the Company’s total
portfolio.
GAAP – Generally Accepted Accounting Practice. This includes UK Financial Reporting Standards ('FRS') and International
GAAP (IFRS or International Financial Reporting Standards applicable in the UK).
Investment Company (Section 833 CA 2006) – An Investment Company is defined as investing its funds in shares, land or
other assets with the aim of spreading investment risk.
Investment portfolios – sometimes referred to as strategies, the separate regional, global and Private Equity portfolios that
together make up the total investment portfolio of the Company.
Investment Trust taxation status (Section 1158 Corporation Tax Act 2010) – UK Corporation Tax law exempts an
Investment Company (referred to in Tax law as an Investment Trust) from tax on its profits realised on investment
transactions, provided it complies with certain rules. The rules are similar to the provisions that apply to Investment
Companies but also require that the Company must be listed on a regulated stock exchange and that it cannot retain more
than 15% of income received. The Directors’ Report contains confirmation of the Company’s compliance with this law and
its consequent exemption from taxation on capital gains.
ISAE Report – report prepared in accordance with the International Standard on Assurance Engagements.
Leverage – as defined under AIFMD rules, leverage is any method by which the exposure of an alternative investment fund
(as defined under the AIFMD) is increased through borrowing of cash or securities or leverage embedded in derivative
positions. Leverage is broadly equivalent to gearing but is expressed as a ratio between the assets (excluding borrowings)
and the net assets (after taking account of borrowings). 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.
Manager (or AIFM) – Columbia Threadneedle Investment Business Limited, which is a subsidiary of Ameriprise Financial,
Inc. Its responsibilities and the management fee are set out in the Business Model, Report of the Management Engagement
Committee and note 4 to the Accounts.
Market capitalisation – the sum of the Company’s share price multiplied by the number of shares in issue, excluding any
shares held in treasury. If the Company’s shares trade at a discount to NAV, the market capitalisation will be lower than the
NAV. Conversely, if the shares trade at a premium, it will be higher than the NAV.
Net Zero Asset Managers initiative ('NZAM') – launched in 2020, NZAM aims to support the asset management industry
to commit to a goal of net zero carbon emissions in order to mitigate financial risk and to maximise the long-term value of
assets.
Non-executive Director – a Director who is part time and who does not have a contract of employment with the Company.
The Company’s board of directors comprises entirely of non-executive Directors.
GLOSSARY OF TERMS (CONTINUED)
123Annual Report and Accounts 2025
Other Information
Non-Financial and Sustainability Information Statement (NFSIS) – under sections 414CA and 414CB of the Act, certain
large companies are subject to an additional level of narrative reporting originally introduced under the EU Non-Financial
Reporting Directive (EU/2014/95) and implemented by amending the strategic report requirements in the Companies
Act 2006 by the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations 2016 and by
the Companies (Strategic Report)(Climate-related Financial Disclosure) Regulations 2022. The regulations require those
companies to disclose, to the extent necessary, an understanding of its development, performance, position and the
impact of its activity, information relating to environmental, employee, social, respect for human rights, anti-corruption and
anti-bribery matters. Although the Company does not fall within the scope of these requirements, the Board has opted to
comply and has integrated the disclosures into the Strategic Report. The Company’s Non-Financial Reporting disclosures
that have been made in relation to the requirements are referenced in the following table to indicate in which part of the
Strategic Report they appear.
Non-financial information Section Page
Business model Business Review 33
Key performance Indicators Key Performance Indicators 41
Principal Risks Principal and Emerging Risks 43
Policies Principal Policies 35
Open-ended Fund – a collective investment scheme which issues shares or units directly to investors, and redeems directly
from investors, at a price that is linked to the net asset value of the fund.
Peer group – investment trust companies and funds investing in Global markets on behalf of investors, in competition with
the Company and included within either the AIC Global Sector or the Investment Association (IA) Global Sector in the UK.
Portfolio Return – the gross return on assets generated by the Company's portfolio of investments.
PRIIPs – Packaged Retail and Insurance-based Investment Products regulations that require generic pre-sale disclosure of
investment “product” costs, risks and indicative future return scenarios. In September 2024 the FCA announced that, for the
time being, investment companies are not required to comply with the PRIIPs regulations.
Private Equity – an asset consisting of shares and debt in operating companies that are not publicly traded on a stock
exchange. The holdings in such companies may be held in a fund which operates as a limited partnership, with partners
contributing capital to the fund over a period of years and receiving proportional repayments when the investments are
sold.
Public Documents – financial statements, reports, circulars, press releases, analyst presentations and other documents to be
issued publicly.
Science-based Targets Initiative (SBTi) – this is a partnership between Carbon Disclosure Project (CDP), the United Nations
Global Compact (UNGC), World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). SBTi drives
ambitious climate action in the private sector by enabling companies to set science-based emissions reduction targets.
Scope 1, 2 and 3 emissions – the building blocks used to measure the carbon emissions and carbon intensity of a company.
Under an international framework called the Greenhouse Gas Protocol these are divided into scope 1, 2 and 3 emissions.
Scope 1 emissions are generated directly by the business (e.g. its facilities and vehicles). Scope 2 covers emissions caused
by something a company uses (e.g. electricity). Scope 3 is the most difficult to measure: it covers other indirect emissions
generated by the products it produces (e.g. from people driving the cars that a company manufactures).
124
Section 172(1) – Section 172(1) of the Companies Act 2006 requires a director of a company to act in the way they consider,
in good faith, to 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 to matters specified in that section. The Directors are required to report on this in the Strategic
Report section of the annual report and accounts each year.
SSAE – Statement on Standards for Attestation Engagements issued by the American Institute of Certified Public
Accountants.
SORP – Statement of Recommended Practice. The accounts of the Company are drawn up in accordance with the
Investment Trust SORP, issued by the AIC, as described in note 2 to the Accounts.
Special Dividends – dividends received from investee companies which have been paid out of capital reconstructions or
reorganisations of the investees are sometimes referred to as Special Dividends and may be allocated to Capital Reserves
in accordance with the Company’s accounting policies and the SORP. Dividends which are unusually large in terms of the
investee companies’ annual earnings or normal payment pattern are also sometimes referred to as special but are treated
as revenue in nature unless evidenced otherwise.
The Act or CA 2006 – the Companies Act 2006.
The Task Force on Climate-related Financial Disclosures (the 'TCFD') – this was set up in 2015 by the Financial Stability
Board to develop voluntary, consistent climate-related financial risk disclosures for use by companies, banks and investors
in providing information to stakeholders. Columbia Threadneedle reports in line with TCFD recommendations. The TCFD
was disbanded in December 2023, after its recommendations were incorporated into the standards of the International
Sustainability Standards Board (ISSB). However, companies continue to utilise its climate reporting framework.
Treasury shares – ordinary shares in issue that have been bought back from shareholders on the open market and kept
in treasury by the Company. Such shares may, at a later date, be reissued on the open market or cancelled if demand is
insufficient. Treasury shares carry no rights to dividends and have no voting rights and hence are not included within the
calculations of earnings per share or net asset value per share.
UK Code – the UK Code of Corporate Governance, published in 2024, which sets out the standards of good practice
in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders that all
companies with an Equity Shares (Commercial Companies) category listing on the London Stock Exchange are required to
report on in their annual report and accounts. As an investment trust company, the Company adheres to the AIC Code.
UK Listing Rules - the FCA's UK Listing Rules set out mandatory standards for any company wishing to list its shares or
securities for sale to the public.
The United Nations-supported Principles for Responsible Investment (UNPRI) – the six Principles for Responsible
Investment are a voluntary and aspirational set of investment principles that offer a menu of possible actions for
incorporating ESG issues into investment practice. In implementing them, signatories contribute to developing a more
sustainable global financial system.
GLOSSARY OF TERMS (CONTINUED)
125Annual Report and Accounts 2025
Warning to Shareholders – Beware of Share Fraud.
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell to you shares
that turn out to be worthless or non-existent, or to buy your shares at an inflated price in return for an upfront payment
following which the proceeds are never received.
If you receive unsolicited investment advice or requests:
• Check the Financial Services Register from fca.org.uk to see if the person or firm contacting you is authorised by
the FCA
• Call the Financial Conduct Authority ('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 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 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 Report Fraud on 0300 123 2040 or online
at www.reportfraud.police.uk.
202
Registered office:
Cannon Place
78 Cannon Street
London EC4N 6AG
020 7464 5000
invest@columbiathreadneedle.com
fandc.com
Share Registrars:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
0370 707 1529
web.queries@computershare.co.uk
computershare.com
© 2026 Columbia Threadneedle Investments. Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.