Mid Wynd International Investment Trust plc (the 'Company')
Legal Entity Identifier: 549300D32517C2M3A561
Annual Financial Results for the year ended 30 June 2022
Financial Highlights
Returns for the year ended 30 June 2022
| Year ended 30 June 2022
| Year ended 30 June 2021
|
Total returns | | |
Net asset value per share† | -7.5% | 24.3% |
Share price† | -9.5% | 27.3% |
MSCI All Country World Index (GBP) | -4.2% | 24.6% |
Revenue and dividends | | |
Revenue earnings per share | 11.72p | 6.81p |
Dividend per share* | 7.20p | 6.40p |
Special dividend per share* | 3.00p | nil |
Ongoing charges†** | 0.60% | 0.61% |
| | |
| As at 30 June 2022
| As at 30 June 2021
|
Capital | | |
Net asset value per share | 692.01p | 754.43p |
Share price | 693.00p | 772.00p |
Net cash† | 0.3% | 1.5% |
Premium† | 0.1% | 2.3% |
| | |
Source: Artemis/Datastream
* A final dividend, if approved by shareholders, and a special dividend for the year to 30 June 2022 of 3.70 pence and 3.00 pence respectively will be paid on 4 November 2022 to shareholders on the register at the close of business on 23 September 2022.
** Look-through costs of underlying investment company holdings not included.
† Alternative Performance Measure
Total returns to 30 June 2022 | 3 years | 5 years | Since 1 May 2014* | 10 years |
Net asset value per share† | 29.1% | 64.9% | 177.1% | 238.5% |
Share price† | 25.8% | 64.5% | 180.7% | 237.4% |
MSCI All Country World Index (GBP) | 25.6% | 50.0% | 133.7% | 199.0% |
Source: Artemis/Datastream
* The date when Artemis was appointed as Investment Manager.
† Alternative Performance Measure
Strategic Report
Chairman's Statement
The last twelve months have seen a fall in global equity markets and a decline in the net asset value (NAV) of our Company. That the NAV of Mid Wynd has fallen further than our comparator index is disappointing but at least this underperformance comes after a prolonged period of outperformance. It would be unrealistic to expect any equity portfolio, no matter how good its construction, to outperform a comparator index over all discrete twelve-month periods. It is particularly difficult to outperform a comparator index when rapid periods of structural change occur as they have this year. Rising inflation has brought challenges that many companies and investors have not seen before. Rising interest rates have also brought further dislocation to the equity market. The role of our Managers, in this period of dislocation leading to profound structural change, is to build an equity portfolio fit for this 'new normal.' The portfolio changes made in this financial year should bear fruits for the long-term but in the shorter-term time horizon of this financial year they have struggled to do so.
Performance
For the year ended 30 June 2022 the Company's share price fell by 9.5% on a total return basis with dividends assumed to be re-invested. The Company's net asset value per share, on a total return basis, with dividends assumed to be reinvested, declined by 7.5%. This compares with a fall of 4.2% in the Company's comparator index, the MSCI All Country World Index (GBP).
Since Artemis' appointment as Investment Manager on 1 May 2014, the net asset value per share has increased by 177.1%, on a total return basis, against the comparator's increase of 133.8%.
Further details of the performance of the Company during the year are included in the Investment Manager's review.
Earnings and dividend
The total return for the year ended 30 June 2022 was a loss of 62.75 pence per share, comprising a revenue gain of 11.72 pence and a capital loss of 74.47 pence. The Board is proposing a final dividend of 3.70 pence per share and a special dividend of 3.00 pence per share which, subject to approval by shareholders at the Annual General Meeting ('AGM'), will be paid together on 4 November 2022 to those shareholders on the register at the close of business on 23 September 2022. An interim dividend of 3.50p pence per share was paid in April 2022, and so together with the proposed final dividend (but excluding the special dividend), this gives dividend growth of 12.5% on the 2020-21 outcome.
To maintain our status as an investment trust we are required by HMRC to distribute 85% of our earnings in the form of dividends. Our Company's earnings, comprised almost entirely of dividends paid by the companies in which we invest, have jumped by 72% this year. While some of this growth is due to increased dividends from existing holdings, much of the increase results from portfolio changes that have seen investment in equities with higher dividend yields. As most of our investments are in the US, the decline in the Sterling exchange rate has also boosted our earnings, but exchange rate movements can both boost and depress our earnings. Our Managers are very focused on investing at appropriate valuations and this can mean investment in companies with a wide range of dividend yields. The Board recognises that this can lead to changes in the portfolio that can create significant changes in earnings. This year these changes have resulted in a significant increase in earnings. It is important that our Managers retain the flexibility which is a key element of their approach to building a portfolio. To support the Managers' flexibility, the Board has decided that a proportion of the income we are required to pay as a dividend should, this year, be distributed as a 'special dividend.' Our aim is to show, through the growth in our regular dividend, the progressive growth in dividend which we have both targeted and delivered now over many years. The 'special dividend' represents the excess revenue which we believe the current portfolio positioning of our Managers has delivered. Shareholders should expect the Company to continue to target progressive growth in regular dividends. The move to declare a 'special dividend' is aimed at providing our Managers with the ability to pursue as flexible an investment approach as possible and not to find themselves in pursuit of ever higher income, to maintain a total dividend, at the expense of sound capital allocation.
The total dividend, including the special dividend, for the current year of 10.20 pence per share represents an increase of 59.4% on the 6.40 pence per share paid for the year ended 30 June 2021. The dividend is fully covered by the revenue return for the year. The aim remains to grow the regular dividend progressively subject to the level of revenue reserves available.
Share capital
Demand for the Company's shares continued throughout the year, all be it at a slower pace than the prior year, with 5,486,000 new shares issued compared with 9,641,000 in the year to June 2021. The share issues added approximately £44m (£66m to 30 June 2021) of value before issue costs into the balance sheet. The Company issues shares only at a price in excess of their net asset value and any issue costs. During the year, the value created for shareholders through share issuance was £0.9m. Once more, market volatility affected the Company and, although it continued trading strongly throughout the period, it ended the year at a share price premium to net asset value of 0.1%, down from a premium of 2.3% as at 30 June 2021; the average premium during the year was 2.0%.
The Company's policy, within normal market conditions, is to issue and re-purchase shares where necessary to maintain the share price within a band, plus or minus 2%, relative to the net asset value. Our Company is one of the few investment trusts that has continued to see demand for its shares at a premium to NAV and is thus in the fortunate position of being able to issue shares to the benefit of existing shareholders. That our company's shares have continued to trade at a premium to NAV, as discounts increased across the investment trust industry, almost certainly relates to the excellent long-term investment returns from our portfolio.
Shares were issued during the year using the existing authorities given at the 2021 AGM. To enable the Board to continue to implement its discount and premium management policy, shareholders will be asked to renew this authority to issue up to a further 15% of its issued share capital, on a non-pre-emptive basis, at the forthcoming AGM.
Borrowings
At 30 June 2022 the Company had drawn down €5m (2021: €4m) and US$2m (2021: US$9m) from its US$60m facility with the Bank of Nova Scotia. The Company pays a small fee for the right to access these additional funds and only when amounts are drawn down is interest expense incurred.
Board Succession
As discussed in the 2021 Annual Report, Harry Morgan is stepping down from the Board at the forthcoming AGM on 26 October 2022. I would like to thank Harry for his contribution to the Board since his appointment in 2012. It has been a period of great volatility in financial markets and also of great change and growth for our Company. Harry has played a very important role in steering Mid Wynd through this turbulence and growth. I have particularly valued his counsel as Senior Independent Director since my own appointment as Chairman. As previously announced, a search is underway for Harry's successor and an announcement in relation to the new appointment will be made soon.
Harry's imminent departure and the resulting search for a replacement, has prompted the Board to propose an update to the Articles of Association, removing the requirement for new Directors to purchase Company shares to the nominal value of £250 (5,000 shares) within two months of joining the Board. The rise in the share price of Mid Wynd has raised the bar for new Directors required investment in our Company. It is proposed instead to ask new Directors to commit to purchasing shares in the Company to the value of at least one year's remuneration within one year of joining the Board. We are of the opinion that this is more fitting to market conditions and will also avoid limiting the pool of potential candidates to the Board. The update to the Articles is proposed as a special resolution at this year's AGM.
AGM
The AGM will be held in person on 26 October 2022 at 12.00 noon at the Edinburgh office of our Investment Manager, Artemis Fund Managers Limited, at 6th Floor, Exchange Plaza, 50 Lothian Road, Edinburgh, EH3 9BY.
The fund manager will give a presentation to shareholders after which he and the Board will be available to answer shareholder questions. We do intend to hold a physical meeting but, in the event of changes in Government guidance, we encourage shareholders to check for relevant updates on the Company's website or via Company announcements to the London Stock Exchange.
We encourage those shareholders not attending to e-mail any questions in advance to midwyndchairman@artemisfunds.com
As always, I would encourage you to make use of your proxy votes by completing and returning the form of proxy enclosed with this report.
Outlook
'There are decades when nothing happens; and there are weeks where decades happen'. This quotation, attributed to a range of authors, seems to summarise the way we live now. The price of financial securities reflect the future and therefore they are likely to be particularly volatile when decades are happening in weeks. The return of inflation, higher interest rates, a hot and bloody war in Europe and a cold war with China are just some of the major changes that the price of financial securities are currently trying to digest. It would be peculiar if investors accurately discounted such profound shifts in how the world works at their first attempt. I was a young fund manager in 1989 and remember the initial reaction to the fall of The Berlin Wall in which investors proclaimed that the demand for capital to 'rebuild the east' would result in higher inflation and higher interest rates. The profound structural change that followed, in Europe and in China, unleashed disinflationary forces and, as a result, falling interest rates. Back then decades also happened in weeks, but markets took years to discount the consequences.
In such periods investors are even more interested than usual in what these rapid changes mean for the two powerful currents; being the future path of corporate profits and also the likely future level of interest rates, which are both key in determining equity prices. Rising interest rates tend to be negative for equity prices but rising corporate profits tend to be good for equity prices. Forecasting the net impact on share prices from these competing forces is particularly difficult in a period of structural change. It is the gap between the interest rate/discount rate and the growth rate of earnings that is particularly important in establishing the correct valuation for equities. When both variables are subject to considerable volatility the gap between them is even more volatile. This greater uncertainty brings greater volatility in share prices and greater opportunities for those focusing on longer-term trends during this choppy period.
The aim of the investor, seeking to preserve and grow the purchasing power of capital through such turbulence, should be to focus on the long-term prospects and attempt to create an equity portfolio suited to the dominant current when it finally prevails. The cross-currents that prevail until that new current dominates create opportunities for investors. Our Managers have made significant changes to our Company's equity holdings over the past year in a period when contending currents have produced choppy waters. A dominant current is not yet established but the portfolio has been re-positioned to provide what our Managers believe will be a greater inflation protection than that available to those who invest only in equity indices. In last year's Chairman's Statement, I discussed why higher levels of inflation are indeed likely and this repositioning is a welcome move to prepare for what is likely to be the dominant current shaping investment returns over the next decade and possibly even longer.
Can an investment in equities alone defend investors from the ravages of inflation? As ever in the investment field there is no clear-cut answer to that question but there is evidence that a well-selected portfolio of equities can provide such protection. An era of higher inflation has had a dramatic impact on equity markets before. The valuation of the S&P 500, a broad index of US equities, declined, not of course in a straight line, from January 1966 to July 1982. However, with dividends re-invested the total return from large capitalisation US equities was still positive. The problem was that the total return of 126%, from 1966 to 1982, was significantly less than the rise in the inflation index of 206% over the same period. For those who invested in small capitalisation stocks there was much better news as they produced a total return of 643% far outstripping the rise in inflation. There were sectors of the US equity market that also produced positive real returns at a time when investors who had bought the stock market index witnessed a major decline in the purchasing power of their savings.
The point of these reflections is not that the inflationary winners of that era will be the inflationary winners of our new era. The point is that it has been possible to find a portfolio of equities that can produce positive real returns in a prolonged period of high inflation. That portfolio is unlikely to be biased towards the stocks in the S&P 500 or other key global equity indices. The companies now included in these indices, due entirely to their large market capitalisations, represent the companies that have prospered and have been awarded higher valuations in the old regime. To preserve and grow the purchasing power of savings via equity investment, it is now important to find the winners of a new and very different regime. The definition of an index fund is that it operates a portfolio that is 100% aligned with the composition of the index. Mid Wynd's portfolio is less than 20% aligned with the composition of our comparator index. Our Managers are actively seeking the new winners in the period of higher inflation and associated disruptions that higher inflation entails.
Our Managers have the flexibility to invest our capital in tens of thousands of different companies that are listed on the global exchanges. The management of each company has significant flexibility to adapt their business to change. The world is changing but so is our portfolio as are the companies that we invest in. Having started with a somewhat alarming quotation, let us end with something more upbeat from Socrates - 'The secret of change is to focus all of your energy not on fighting the old, but on building the new.', So, Mid Wynd will stick to its core purpose of seeking to increase the real wealth of our shareholders, more inspired by Socrates than frightened by those 'weeks when decades happen'
Contact us
Shareholders can keep up to date with Company performance by visiting midwynd.com where you will find information on the Company, a monthly factsheet and regular updates from the Investment Manager. In addition, the Board is always keen to hear from shareholders.
Should you wish to, you can e-mail me at midwyndchairman@artemisfunds.com.
Russell Napier
9 September 2022
Investment Manager's Review
Introduction
After many years of excellent returns, global equities have fallen throughout the last year. The Company's net asset value fell by 7.5% compared with the index down 4.2% in sterling. An average share price premium of 2% to the net asset value (NAV) has been maintained through the year.
Inflation returned as economies reopened after the Covid years. The Russian invasion of Ukraine intensified the inflationary pressures, especially because of the rise in European gas prices. However, the companies we have selected for the portfolio have generally coped well with the changes in the economic background. Clearly, a number of stocks have fallen in valuation as markets have readjusted, but they continue to show revenue growth, healthy margins and underlying cashflows.
Regional performance
Region
| Contribution %
|
Asia Pacific ex Japan | 0.4 |
Emerging Markets | (1.3) |
Europe | (1.6) |
United Kingdom | (0.9) |
Japan | (2.5) |
North America | (1.2) |
Thematic performance
Theme
| Contribution %
|
Healthcare Costs | 3.0 |
Scientific Equipment | 0.1 |
Low Carbon World | (0.1) |
Online Services | (0.6) |
Materials | (0.6) |
Screen Time | (0.7) |
Building The Future | (0.9) |
Sustainable Consumer | (1.3) |
Digital Banking | (1.7) |
Automation | (4.3) |
Current investment themes
Healthcare Costs (15% of the portfolio): This was by far the best performing part of the portfolio with American health insurance companies, in particular, enjoying rising employment (and thus policy sales) in the USA combined with a lower level of medical claims per person. Our holding in Pfizer also performed well as its Covid vaccine proved the mainstay of public healthcare globally in the pandemic.
Scientific Equipment (6% of the portfolio): This theme again performed quite well, despite the largest holding, Thermo Fisher, being seen as an 'expensive growth stock' at a time when such stocks were generally out of favour with investors. The company's underlying profitability, growth and pricing power have been able to generate good investment returns even in recent market conditions.
Automation (13% of the portfolio): This theme has been by far the worst performing in the portfolio, despite good long-term prospects and order books continuing to improve. Automation companies generally have China as their largest market. Given much of this country has been closed down under the zero-covid policy, there has been a delay to deliveries. Some companies have seen cost pressures and found it hard to raise their own prices. Our Japanese holdings also underperformed in sterling terms, as the yen declined materially.
However, the persistent inflation we are currently experiencing encourages businesses to raise productivity through automation. Also, many companies are planning to diversify their supply chains, again suggesting that longer-term investment in automated plant and distribution is a strong growth theme. We have therefore continued to add to holdings in this area.
Online Services (15% of the portfolio): About a year ago, we noted valuations had become stretched and reduced our exposure by selling a number of holdings. This avoided some losses, but the remaining holdings have generally seen their valuations fall over the year. Our remaining holdings, however, continue to have convincing longer-term potential for growth. Although share prices in this area have fallen materially, only a few of the companies with what we believe to have the best business models have come down to attractive valuations. We have only bought back holdings in Salesforce.com and Adobe.
Sustainable Consumer (16% of the portfolio) has been somewhat sluggish in performance terms which is no great surprise given pressures on consumers' budgets from the rising cost of living. Once again the largest holding in this theme, Louis Vuitton, managed to buck the trend; presumably fewer of their customers worry about the cost of necessities such as energy.
Screen Time (6% of the portfolio): We invested in some telephone stocks over the last year and their ability to cope with rising inflation helped these holdings perform very well against the falling market. We have taken profits in some of the holdings. However, the TV streaming companies in this theme - Netflix and Disney - continue to wage a spending war trying to retain customer subscriptions while consumers cut back on expenditure. We have sold our holdings, (in the case of Netflix, at a loss) and prefer to be on the side-lines while these two, Apple, Amazon, Sky and others fight it out.
Low Carbon World (8% of the portfolio): This theme is now dominated by our holdings in US railroad stocks which performed well in the earlier part of the year, but have come back a little more recently as investors worry about a slowdown in the US economy.
Materials (5% of the portfolio): Mining shares have generally been under pressure as concerns about a global recession have risen. Longer term we believe China, in particular, will revive its economy and building sector, which could lead iron ore and copper prices higher. How long this will take is a tricky question to answer, but we have modest holdings in anticipation of that event.
Digital Finance (11% of assets) had an uneventful year with financials doing well when it seemed lending rates might rise and then retreating when markets became concerned about recession. Having sold our investments in financial technology, such as Paypal, we avoided some of the share price falls in this area.
Five largest stock contributors
Company
| Theme
| Contribution %
|
Elevance Health | Healthcare Costs | 1.0 |
Pfizer | Healthcare Costs | 0.9 |
Koninklijke KPN | Screen Time | 0.6 |
Thermo Fisher Scientific | Scientific Equipment | 0.6 |
UnitedHealth Group | Healthcare Costs | 0.6 |
Five largest stock detractors
Company
| Theme
| Contribution %
|
Netflix | Screen Time | (0.7) |
Cognex | Automation | (0.6) |
KION Group | Automation | (0.5) |
Hoya | Automation | (0.4) |
Nabtesco | Automation | (0.4) |
Outlook
The last year has seen global equity markets fall by 15.8% in US dollar terms, with losses to sterling investors moderated to 4.2% by sterling's fall relative to the dollar. Bond yields, the amount of annual interest paid to investors expressed as a percentage of the asset's price, have also risen sharply - UK 10-year gilt yields were 0.7% at the start of the period and 1.9% at the end. Both of these moves are a result of rising inflation: bond investors require higher yields to compensate them for inflation and equity valuations tend to fall when bond yields rise. A number of our longer-term holdings have seen their valuations fall over the last year: some through their share prices falling, others by their cashflows catching up their share prices.
The rises in interest rates and bond yields to date seem very small compared with the increase in consumer inflation - reported at 9.4% in June 2022 for the UK. Markets seem to expect inflation to fall back to manageable levels fairly easily. We do not and so we are trying to ensure the stocks we select for the portfolio sell essential products, have the ability to pass on cost inflation through raising prices and have only modest exposure to discretionary consumer spending.
We expect the next year will be a tough one, especially in Europe, as fuel prices remain high and interest rates need to rise to contain inflation. The quality of business models will be tested. We believe the US economy will continue to benefit from its flexibility, high labour demand, fairly comfortable household balance sheets and domestic hydrocarbon production. China will hopefully revive its property sector and see reduced outbreaks of covid. This should allow the Chinese economy to recover helping global growth and removing some supply chain blockages.
The correction in markets has brought a number of our favoured investments down to attractive valuations. We are using the market correction as an opportunity to improve the quality of the stocks in the portfolio - so we are often adding stocks which have not fallen that much over the last year, but which have shown their ability to keep cashflows growing even in tough times. It would not surprise us if investing continues to be challenging as markets see more of the effects of stubborn inflation, but we believe companies chosen for their business quality will continue to cope with these conditions.
Sustainable investing
In this year's Report & Accounts we include a section giving more detail on our approach to sustainable investing, including the effects of climate change. It has always been integral to our analysis of suitable investments. Over time different aspects of environmental, social and governance can rise or fall in importance and these changes are used, alongside the changing financial progress of any company, to assess each investment.
Over the last year, the portfolio has benefitted from our decision not to invest in Russia, because of concerns over governance. Secondly, while avoiding fossil fuel production companies has contributed to our underperformance relative to the benchmark index, the effect has been quite modest (around 1.4% over the year) but has resulted in the Company continuing to show low carbon intensity compared with the index of global equities.
Artemis' investment approach
Our aim is to identify reliable commercial trends around the world that are likely to deliver superior growth to the companies we invest in. By focusing the portfolio around trends, such as the demand for consumer goods with sustainable sourcing, the growth in demand for healthcare and technological change on the internet and in the energy industry, we believe our thematic-based approach can deliver superior returns over time.
Within each chosen investment theme's universe of companies, there may be many quoted equities which could be attractive investments. Our preference is to select high-quality companies with proven records of profitability, high cash generation and strong balance sheets and which have established barriers to entry to their industries. Such companies sometimes lag equity markets when they recover vigorously following a decline, but they can help to protect capital well when economic conditions become more testing.
Once an investment opportunity has been identified, we will only commit capital to it when the price offers the chance to invest at a reasonable valuation. This valuation discipline is at the heart of all of our investment decisions. In terms of portfolio construction, this will reflect opportunities that meet our investment criteria and will not be weighted to a benchmark. We aim to run a diversified portfolio, with around 55-75 holdings spread across eight to 10 different themes.
Over time we have found this investment approach gives a framework to deliver very attractive returns to investors.
Further information on our investment approach can be found on our website at https://www.artemisfunds.com/
Voting & engagement
In the 12 months to 30 June 2022, we voted against management recommendations 69 times (8.6% of votable items), as detailed in the chart below.
Voting activity - Mid Wynd (year to 30 June 2022) | |||
Meeting overview | | | |
Category | Number | Percentage | |
Votable meetings | 64 | | |
Meetings voted | 62 | 96.9% | |
Meetings with at least 1 vote against management, withhold or abstain | 30 | 46.9% | |
Proposal overview | | | |
Category | Number | Percentage | |
Votable items | 852 | | |
Items voted | 800 | 93.9% | |
Votes against management | 69 | 8.6% | |
| | | |
Simon Edelsten & Alex Illingworth
Fund Managers
Bobby Powar & May Laghzaoui
Analysts
9 September 2022
Strategy and Business Review
This Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
Purpose
Our purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs.
Mid Wynd International Investment Trust plc can trace its heritage back to 1797, when the founder of the Company set up a textiles business in Dundee. Its origins as an investment company date from 1949, when the Board began to manage the financial reserves as a separate entity from the main trading business. In September 1981, the shares of Mid Wynd International PLC were floated on the London Stock Exchange. At that time, the Board was entrusted by shareholders to manage their wealth, with a focus on investing in global companies with strong growth prospects and sustainable businesses. This focus remains as true for the Board and Investment Manager today as it did back then.
Through our investment company structure, we enable shareholders, large or small, to invest in an actively-managed diversified portfolio of securities in a cost-effective way, giving them access to the growth opportunities offered by world markets.
Strategy
As stated above, the Company's purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs. To achieve this goal, the Company has adopted a number of policies which are set out below
Objective and investment policy
The objective of the Company is to achieve capital and income growth by investing on a worldwide basis. Although the Company aims to provide dividend growth over time, its primary aim is to maximise total returns to shareholders.
The Company is prepared to move freely between different markets, sectors, industries, market capitalisations and asset classes as investment opportunities dictate. On acquisition, no holding shall exceed 15% of the portfolio. The Company will not invest more than 15% of its gross assets in UK listed investment companies. Assets other than equities may be purchased from time to time including but not limited to fixed interest holdings, unquoted securities and derivatives. Subject to prior Board approval, the Company may use derivatives for investment purposes or for efficient portfolio management (including reducing, transferring or eliminating investment risk in its investments and protection against currency risk).
The number of individual holdings will vary over time. To ensure diversification of opportunity and management of risk, the Company is permitted by its policy to hold between 40 and 140 holdings; however, the portfolio will generally hold between 55 and 75 stocks. The portfolio will be managed on a global basis rather than as a series of regional sub-portfolios. As at 30 June 2022 there were 61 holdings in the portfolio.
The Board and Investment Manager assess investment performance with reference to the MSCI All Country World Index (GBP). However, little attention is paid to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index. A long-term view is taken and there may be periods when the net asset value per share declines in absolute terms and relative to the comparative index.
Business model
The Company is incorporated in Scotland and operates as an Investment Trust Company. It is an investment company within the meaning of section 833 of the Companies Act 2006 (the "Act") and is approved as an investment trust by HM Revenue and Customs subject to the Company continuing to comply with the requirements of section 1158 of the Corporation Tax Act 2010. The Company has a premium listing on the London Stock Exchange. The Company is also an Alternative Investment Fund whose investment manager is regulated by the Financial Conduct Authority.
The Company has no employees and the Board, which comprises solely of non-executive Directors, has delegated most of the Company's operational functions to a number of key service providers. All key service providers are appointed under rolling contracts which are periodically reviewed, at which time the appropriateness of the continuing appointment of such service providers is considered. Details of the key service providers are set out later in this Annual Report.
Dividend policy
The Company's main focus is on growing shareholders' capital. Nevertheless, the Company does have a progressive dividend policy which is not solely determined by the requirements of s1158 of the Corporation Tax Act 2010 to retain no more than 15% of revenue earnings in any financial year. The Board intends to grow dividends, subject to the availability of distributable reserves. Where appropriate, the Board may declare a special dividend.
Gearing and leverage
The Company may use borrowings to support its investment strategy and can borrow up to 30% of its net assets. The Company has a USD60m multicurrency revolving credit facility with the Bank of Nova Scotia (London Branch) which is available to the Company until 19 February 2024. As at 30 June 2022, €5.0m (£4.3m) and US$2.0m (£1.6m) was drawn down from this facility.
The Company's gearing is reviewed by the Board and Investment Manager on an ongoing basis.
Leverage is defined in the Alternative Investment Fund Managers Directive ('AIFMD') as any method by which the Company can increase its exposure by borrowing cash or securities, or from leverage that is embedded in derivative positions. The Company is permitted to borrow up to 30% of its net assets (determined as 130% under the Commitment and Gross ratios). The Company is permitted to have additional leverage of up to 100% of its net assets, which results in permitted total leverage of 230% under both ratios. The Alternative Investment Fund Manager (the 'AIFM') monitors leverage values on a daily basis and reviews the limits annually. No changes have been made to these limits during the year. At 30 June 2022, the Company's leverage was 100.64% as determined using the Commitment method and 105.94% using the Gross method.
Current and future developments
A summary of the Company's developments during the year ended 30 June 2022 together with its prospects for the future, is set out in the Chairman's Statement and the Investment Manager's Review. The Board's principal focus is the delivery of positive long-term returns for shareholders. This will be dependent on the success of the investment strategy, in the context of both economic and stock market conditions. The investment strategy, and factors that may have an influence on it, are discussed regularly by the Board and the Investment Manager. The Board furthermore considers the ongoing development and strategic direction of the Company, including its promotion and the effectiveness of communication with shareholders.
Culture and values
Culture
Corporate culture for an externally-managed investment trust like Mid Wynd International Investment Trust PLC, refers to the beliefs and behaviours that determine how the Directors interact with one another and how the Board manages relationships with shareholders and key service providers, such as the Investment Manager. The culture is defined by the values which are set out below. The s172 report included in this Strategy and Business Review provides further details of how the Board has operated in this regard.
Values
The Board is mindful that it is overseeing the management of a substantial investment portfolio on behalf of investors. In many cases, the investment in the Company may represent a large proportion of an individual's savings. As all the Directors are invested in the Company, the Directors' interests are aligned with those of fellow shareholders in this regard.
Our approach to governing the Company is therefore underpinned by our determination to do the right thing for our shareholders. Key to this is having a constructive relationship with them, through monthly updates, half-yearly and Annual Financial Reports, and the opportunity to meet with them at the Annual General Meeting, when this is held under normal circumstances. We also believe in having strong relationships with our Investment Manager and other service providers, one based on mutual trust and respect, with constructive challenge when required. Below is a summary of the Board's most important values:
· | Excellence: the Directors want the Company to succeed. The Board is very focused on its purpose of delivering long-term value for all its shareholders, whether they are large or small. Focusing on this strategic imperative and adopting best practice wherever appropriate in all the Company's dealings are key to driving excellence. We will always put our shareholders first and will constantly look at how to enhance long term value, for example through the use of gearing, share issuance, and buybacks. |
· | Integrity: the Board seeks to be ethical and honest, to comply with all laws and regulations applicable to investment companies, avoid conflicts of interest and have zero tolerance to bribery and corruption, tax evasion or other fraudulent behaviour. It expects the same high standards to be adopted by all its key service providers. |
· | Accountability: the Board recognises the need to explain the Company's performance to investors, including the upsides, the downsides and the risks in a clear, straightforward and transparent manner. Accountability also involves the Board challenging its key service providers to ensure the Company continues to receive a high standard of service to drive long term shareholder value. Each of the Directors recognises their individual responsibility to shareholders and accordingly each of the Directors will stand for re-election at each Annual General Meeting. |
· | Respect: the Board is collegiate and recognises the value of the diverse backgrounds and opinions of its Directors. It also recognises the importance of treating shareholders and key service providers with respect. Contact by shareholders via the Chairman's email address is welcomed, while the Company adheres to key service provider terms and conditions such as prompt payment. |
· | Sustainable investing, and Environment, Social and Governance ('ESG') issues: Both the Board and our Investment Manager, Artemis, recognise that sustainability and ESG matters should be cornerstones to the investment approach. Artemis' own overview of its stewardship activities during 2021-22, including a summary of its own values (which align with those of the Board) can be found on the Company's website at midwynd.com. |
Environmental, Social & Governance Matters ("ESG") / Stewardship & Sustainability
The Board and Investment Manager, Artemis Fund Managers Limited ("Artemis"), recognise that sustainability and ESG matters are important cornerstones to responsible investment; both parties are committed to taking a responsible approach with the Company's own governance matters and, more materially, a responsible approach to the impact the Company has through the investment decisions made by its Investment Manager.
The Board has delegated authority to its Investment Manager to invest responsibly; engaging actively with investee companies to understand their management ethos and to seek sustainable returns.
The below report from the Investment Manager summarises the integration of ESG within its investment process.
The Mid Wynd portfolio and ESG within the investment process
We have a five-point sustainability process to help identify risks that might not be uncovered by a purely financial assessment. It can also help us unearth companies that are well placed to accrue additional value to investors because of the work they are doing to become more sustainable.
1. Secular growth focus
Our investment process, which is built around investment themes, naturally biases our portfolio towards sustainable sectors. We focus on companies in areas that are enjoying secular growth rather than those exposed to economic cycles. This tends to steer us away from companies that carry the highest environmental risks, which are often within declining sectors.
2. Sustainability analysis
Gathering Data
We focus on the sustainability metrics that we consider material to the investment case of stocks in each theme. We highlight these metrics and incorporate them into our analysis to understand downside risk, inform the upside, but also to allow us a better understanding of how the company operates.
Mostly, these raw metrics and scores are only used as a signpost to further analysis - for instance, alerting us to controversies.
We strive to identify the vital data points (and these can vary from industry to industry), but the full list includes circa 50 ESG criteria. This approach allows relative focus and works globally. Ultimately, we are looking to highlight externalities or issues that are not reflected in today's share price. Where possible we will try to quantify this. These data points are ever evolving because of ongoing improvements in company reporting and we look forward to further standardisation by both the Global Sustainability Standards Board and the International Finance Reporting Standards Foundation on these issues.
Evaluating Data
We co-mingle sustainability data with financial data through our Value Model process as both are integral to the eventual investment decision. The trend and the absolute level of the metrics inform our decisions. We source data from Bloomberg, MSCI & Sustainalytics. None of the providers are a single source of truth so are not a substitute for our own due diligence and our experience/knowledge of the companies. Evaluating the material metrics for each investment decision is a critical step. Overall, we are looking for investments that create value over the long-term in a sustainable manner.
Portfolio carbon emissions
The challenges around climate change are of increasing concern. We have recently placed greater importance on considering the issue separately from other ESG issues. We have looked at the portfolio through a climate lens to better understand the areas of strengths and weaknesses. This was done through activities such as reviewing the portfolio's current and projected absolute carbon emissions, emissions intensity and the implied temperature rise of the portfolio and individual companies.
The portfolio's carbon emissions have remained consistently below its benchmark, the MSCI All Country World Index (GBP).
Other environmental metrics that are a focus are percentage of renewable energy used and the implementation of appropriate net zero or science-based targets.
When we are looking at governance issues, we are generally looking for ethical culture, effective leadership, and controls. We also monitor political risk in our governance approach. Political change, affecting property rights for shareholders or currency markets can cause permanent or significant loss of value. Our approach is to minimise such risks. Social issues are the least well reported yet can be critical. The focus here is on ethical practices towards staff and effective supply chain management.
3. Permanent / hard exclusions
We aim to exclude from the portfolio the following: companies which receive more than 10% of their revenue from Tobacco, Gambling, Weapons (including a total exclusion of companies involved in the production of cluster munitions, landmines, biological and chemical weapons) and Fossil fuels (companies which derive more than 10% revenue from mining or sale of thermal coal; or extraction, production or refining of either oil or gas). These restrictions reinforce our avoidance of companies that cause the most harm to the planet and society. We believe this satisfies the principled needs of most investors. These exclusions are primarily focused on environmental and social factors, although we include soft exclusions around governance risks.
4. Soft exclusions
Our thematic approach of identifying and investing in companies that can benefit from long-term sector trends is intrinsically forward looking. Some approaches to sustainability focus on historic metrics or scores. We believe issues around sustainability are constantly evolving, which requires us to apply judgement and make informed predictions in identifying trends.
Therefore, alongside the 'hard exclusion' sectors noted above, we also have 'soft exclusions' where we think that the risks are currently too great given our capital-protective approach to Company management. For example, we have excluded Russian companies since we started managing the Company in 2014. We do not consider the current governance standards to be sufficient. We are also increasingly concerned about governance issues in China and have reduced our positions as a consequence.
Attitudes change and this is a fast-moving area. Thinking forward in this way encourages us to engage in new areas and can uncover potential new themes, such as the Future of Energy Delivery. Global initiatives (like the UN's sustainable development goals) are often useful too, as the alignment of geopolitical drivers and economic opportunity often gives rise to themes with exceptional longevity.
Overall, we believe that it is sensible to have a forward-looking lens on sustainability issues when running a qualitative approach to stock selection that is built on fundamentals. For this reason, we have a sustainability approach which is integrated as part of active, pragmatic fundamental equity analysis. These conclusions may vary from sustainability scoring where data is often out of date or leads to conclusions which the team doubt are in shareholder interests.
5. Company engagement
In order to better inform our engagement process, we conduct a quarterly ESG review. This involves assessing the MSCI and Sustainalytics 'worst rated' stocks alongside any that have been flagged to have an orange or red label controversy. The team reviews the highlighted controversies, conducting further research where issues are deemed material. This process then feeds back into our engagement plan of companies to approach.
Where we can influence through engagement we will. This is not always feasible given the small percentage of any company's stock we generally hold. If we feel sustainability issues are not being addressed, we favour a policy of engagement over divestment. However, if our attempts to influence companies show little evidence of success and they are failing to make their businesses more sustainable we will sell holdings.
In summary, through the five-point sustainability process we are able to effectively identify risks and analyse companies' sustainability credentials. This analysis, alongside our controversy review, guides our engagement approach and allows us to have informed engagements with companies on the most material ESG issues.
Key performance indicators ('KPIs')
The performance of the Company is reviewed regularly by the Board and it uses a number of KPIs to assess the Company's success in meeting its objective. The KPIs which have been established for this purpose are set out below.
- Net asset value performance compared to the MSCI All Country World Index (GBP)
The Board monitors the performance of the net asset value per share against that of the MSCI All Country World Index (GBP).
- Share price performance
The Board monitors the performance of the share price of the Company to ensure that it reflects the performance of the net asset value.
Discrete annual total returns
Year ended 30 June
| Net asset value
| Share price
| MSCI All Country World Index (GBP)
|
2018 | 12.7% | 13.4% | 8.9% |
2019 | 13.3% | 15.2% | 9.7% |
2020 | 12.2% | 9.1% | 5.2% |
2021 | 24.3% | 27.3% | 24.6% |
2022 | (7.5)% | (9.5)% | (4.2)% |
- Share price premium/(discount) to net asset value
The Board recognises that it is in the interests of shareholders to maintain a share price as close as possible to the net asset value (NAV) per share. The policy of the Board is to limit the discount or premium to a maximum of 2 per cent in normal circumstances. The Company may issue shares at such times as demand is not being met by liquidity in the market and buy back shares when there is excess supply. This policy has proved consistently effective in generating value within the Company and protecting shareholders' liquidity requirements. During the COVID-19 emergency the stock markets and thus the Company's NAV were particularly volatile. This current year has brought volatility from geopolitical events in Ukraine/ Russia as well as inflationary pressures. At all times the Company sought to manage the discount and premium within the target parameters and achieved an average premium of 2% over the year. No share buybacks were performed over the year. While the Company declares its NAV daily, markets are open almost twenty four hours per day and this accounts for the wider range in premium and discount in 2022. Whilst the Company underperformed its comparator index this year, it has continued to issue shares during the challenging market conditions encountered and as a result, 5,486,000 shares have been issued during the year to 30 June 2022, raising proceeds, net of dealing commission and stock exchange fees, of £44.2m. At the year end the issued share capital of the Company had risen by approximately 152% from the time of the Investment Manager's appointment in May 2014.
Although the Company incurs modest costs for operating the policy and when renewing shareholder authority, issuance at a premium and buying back at a discount under the policy more than compensates and is consistently accretive to NAV. The Board estimates that since the Investment Manager was appointed, the NAV has further benefited from the premium that new shares have been issued at by £5.0m after all costs, with £0.9m of this gain being generated in the latest financial year.
- Ongoing charges
The Board is mindful of the ongoing costs to shareholders of running the Company and monitors operating expenses on a regular basis. An increase in funds under management during the year has led to the reduction in the Company's current ongoing charges ratio to 0.60% (2021: 0.61%).
- Dividend per share
The Board, in addition to capital growth, continues to pursue its policy of growing dividends. It monitors the revenue returns generated by the Company during the year, its historic revenue reserves and expected future revenue and then determines the dividends to be paid. Earnings during the year increased by 72% which has allowed the Board to increase the interim and final dividends payable to shareholders along with the addition of a special dividend of 3.00p. Subject to approval of the final dividend by shareholders, a total dividend of 7.20 pence per share (2021: 6.40 pence per share) will be paid in respect of the year ended 30 June 2022. This represents an increase of 12.5%.
Total dividends payable for the year ended 30 June 2022, including the special dividend, amount to 10.20 pence per share and an increase of 59.4% on the prior year.
Dividends payable/paid in respect of the years ended June 2022 and June 2021 were fully covered by their respective current year earnings.
Principal risks and risk management
As required by the 2018 UK Code of Corporate Governance, the Board has carried out a robust assessment of the principal and emerging risks facing the Company.
The Board, in conjunction with the Investment Manager, has developed a risk map which sets out the principal risks faced by the Company and the controls established to mitigate these risks. This is an ongoing process and the risk map, including any emerging risks, is formally reviewed every six months. The Board has given particular attention to those risks that might threaten the long-term viability of the Company. Further information on the Company's internal controls is set out in the corporate governance section of the Annual Financial Report. As an investment company the main risks relate to the nature of the individual investments and the investment activities generally; these include strategic risk, market price risk, borrowing risk, regulatory risk, climate change, and the risk of reliance on third parties and key personnel.
A summary of the key areas of risk, their movement during the year and their mitigation is set out below:
Movement | Principal risk | Mitigation/control |
No change | Strategic risk The management of the portfolio of the Company may not achieve its investment objective and policy.
| The investment objective and policy of the Company is set by the Board and is subject to ongoing review and monitoring in conjunction with the Investment Manager. The Company's investments are selected on their individual merits and the performance of the portfolio may not track the wider market (represented by the MSCI All Country World Index (GBP)). The Board believes this approach will continue to generate good long-term returns for shareholders. Risk is diversified through a broad range of investments being held. The Investment Manager has a proven track record; the Board discusses the investment portfolio and its performance with the Investment Manager at each Board meeting.
|
Increased risk | Market risks The Company invests in a portfolio of international quoted equities. The prices of equity investments may be volatile and are affected by a wide variety of factors many of which can be unforeseen and are outwith the control of the investee company or the Investment Manager. These price movements could result in significant losses for the Company. Current events such as the recent experience of COVID-19 and the current war in Ukraine may negatively affect investment values leading to the inability to buy, sell or value assets at a competitive price, and have an adverse effect on the Company's results. The Company's functional currency and that in which it reports its results is Sterling. However, the majority of the Company's assets, liabilities and income are denominated in currencies other than Sterling. Consequently, movements in exchange rates will affect the Sterling value of those items. The country in which a portfolio company is listed is furthermore not necessarily where it earns its profits and movements in exchange rates on overseas earnings may have a more significant impact upon a portfolio company's valuation than a simple translation of that company's share price into Sterling. The Company does not generally hedge its currency exposures and changes in exchange rates may lead to a reduction in the Company's NAV. The Company pays interest on amounts drawn down under its borrowing facility with The Bank of Nova Scotia. As such, the Company will be exposed to fluctuations in the prevailing interest and exchange rates for each currency drawn down under the facility. Globally, climate change effects are already emerging in the form of changing weather patterns. Extreme weather events could potentially impair the operations of individual investee companies, potential investee companies, their supply chains and their customers. Covid-19, including various governments' responses to managing the crisis and the war in Ukraine have resulted in increasing levels of inflation directly affecting economic growth and the underlying investment values.
| The Board considers that the risk of market volatility is mitigated by the longer-term nature of the investment objective and the Company's closed-ended structure, and that such investments should be a source of positive returns for shareholders over the longer period. Risks are diversified through having a range of investments in the portfolio with exposure to various geographies, sectors and themes. The Investment Manager has a proven track record and reports regularly to the Board on market developments. At each Board meeting the Investment Manager provides explanations for the performance of the portfolio and the rationale for any changes in investment themes, sectors and geographies. Any use of derivatives to manage market risks requires Board approval. The Investment Manager takes climate risks into account, along with the downside risk to any company (whether in the form of its business prospects or market valuation or sustainability of dividends) that is perceived to be making a detrimental contribution to climate change. The Company invests in a broad portfolio of businesses with operations spread geographically, which should limit the impact of location- specific weather events. The Board and its Investment Manager have regular discussions to assess the likely impact of inflation rates on the economy, corporate profitability and asset prices. |
No change | Legal and regulatory risk Changes to the requirements of the framework of regulation and legislation (including rules relating to listed closed-end investment companies), within which the Company operates, could have a material adverse effect on the ability of the Company to carry on its business and maintain its listing. A change to the legal or regulatory rules in the future could, amongst other things, lead to the Company being subject to tax on capital gains.
| The Company relies on the services of the Company Secretary and Investment Manager to monitor ongoing compliance with relevant regulations, accounting standards and legislation. The Company Secretary and Investment Manager also appraise the Board of any prospective changes to the legal and regulatory framework so that any requisite actions can be planned. The Company's auditor provides an annual update on accounting standard changes that are deemed relevant for the Company. The affects of such change are assessed and implemented by the Investment Manager. The Board receives internal control reports from the Investment Manager confirming compliance with regulations. These reports also highlight any matter that the Compliance team feel should be brought to the Board's attention along with any items discussed during internal audit review. The Board meets each year with the Risk and Compliance team to discuss the areas of risk appropriate to the Company and the control environment.
|
| Operational risks | |
No change | Reliance on third-party service providers The Company has no employees and all of the Directors have been appointed on a non-executive basis; all operations are outsourced to third-party service providers. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection or to perform its obligations to the Company at all as a result of insolvency, fraud, breaches of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on the Company's operations.
| Experienced third-party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. The Board receives regular reports from its service providers and reviews the performance of its key service providers at least annually.
|
No change | Reliance on key personnel The Company's portfolio is managed by the Investment Manager and in particular there are two investment executives within the Artemis fund management team who have direct responsibility for portfolio selection. Any change in relation to the investment executives may adversely affect the performance of the Company. | The engagement of these two individuals in the management of the portfolio provides continuity. The Investment Manager additionally has business continuity plans in the event that they were to leave. The individuals hold substantial interests in the Company and the Investment Manager has appropriate incentive arrangements in place to retain its staff.
|
No change | Borrowing The Company has a multicurrency revolving credit facility with The Bank of Nova Scotia to borrow money for investment purposes. If the Company's investments fall in value, any borrowings will magnify the extent of the losses and if borrowing facilities are not renewed, the Company may also have to sell investments to repay borrowings.
| All borrowing arrangements entered into require the prior approval of the Board and gearing levels are discussed by the Board and Investment Manager at each Board meeting. The Bank of Nova Scotia requires the Company to confirm adherence to the agreed covenants on a monthly basis. There has been no breach of these covenants during the year or the prior year. The majority of the Company's investments are in quoted companies which are highly liquid.
|
| Emerging / New risks | |
Emerging/ new risk included during the year | Geopolitical risk There is an increasing risk to market stability from geo- political conflicts, such as the war in Ukraine and the recent tension increase between Taiwan and China.
| The Board discusses such risks as they arise and continues to monitor the impact on the Company and its investments through discussion with the Investment Manager as and when required. The Board is provided with information from the Investment Manager on the measures it takes to assess the potential impact of geopolitical events, both on itself and other service providers, and any action taken.
|
Further information on risks and the management of them are set out in the notes to the financial statements included in the Annual Financial Report.
Long-term Viability
Viability statement
In accordance with the Association of Investment Companies (the "AIC") Code of Corporate Governance, the Board has considered the longer-term prospects for the Company beyond the twelve months required by the going concern basis of accounting. The period of assessment, in line with our Key Information Document, is five years to 30 June 2027. The Board has concluded that this period is appropriate, carefully taking into account the inherent risk with equities and the long-term investor outlook.
As part of its assessment of the viability of the Company, the Board has discussed and considered each of the principal risks, market, operational and legal & regulatory risks, including matters relating to Covid-19 and inflationary pressures and their impact on the Company. Although the damage to the economy through the total cost of Covid-19 and the geopolitical effect of the war in Ukraine cannot be known with certainty, the Board has considered these risks and does not believe they affect the long term viability of the Company and its portfolio. The Company is authorised to trade as an investment company and has the associated tax benefits. Any change to the Company's tax arrangements could affect the Company's viability as an effective investment vehicle. The Investment Manager carried out stress testing scenarios in connection with a longer-lasting damage to the economy, of the withdrawal of liquidity by the financial authorities and of a significant and sustained fall in markets. The Board has also considered the liquidity of the Company's portfolio to ensure that it will be able to meet its liabilities, as they fall due. The results demonstrated the impact on the Company's NAV throughout the five year period and on its expenses and liabilities. The Board have concluded, given the realisable nature of the majority of the investments, the level of ongoing expenses and the availability of gearing that the Company will continue to be in a position to cover its liabilities.
The Board has also made the below assumptions when considering the viability of the Company:
· the Company will continue to adopt the same investment objective
· the Company's performance will continue to be attractive to shareholders
· the Company will continue to meet the requirements to maintain its status as an investment trust
In considering the viability, the Directors have taken into account the principal risks and the associated mitigating controls. The Company's assets are liquid, its commitments limited, and it intends to continue as an investment trust.
The conclusion of this review is that the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.
Duty to Promote the Success of the Company
How the Directors discharge their duties under s172 of the Companies Act
Under section 172 of the Companies Act 2006, the Directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard to:
a) the likely consequences of any decision in the long term,
b) the interests of the company's employees,
c) the need to foster the company's business relationships with suppliers, customers and others,
d) the impact of the company's operations on the community and the environment,
e) the desirability of the company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the company.
As an externally managed investment trust, the Company has no employees or physical assets. Our shareholders, our investee companies, Artemis as our Investment Manager and other professional service providers, such as the administrator, depositary, registrar, auditor, corporate broker and lenders are all considered to fall within the scope of section 172.
The Board is responsible for promoting the long-term sustainable success and strategic direction of the Company for the benefit of the Company's shareholders. Whilst certain responsibilities are delegated, directors' responsibilities are set out in the schedule of matters reserved for the Board and the terms of reference of its committees, both of which are reviewed regularly by the Board. The Board has set the parameters within which the Investment Manager operates and these are set out in the Investment Management Agreement and in Board minutes.
The Company's corporate values have been established by the Board to manage its key business relationships. The Company's approach on anti-bribery and prevention of tax evasion can be found in the Annual Financial Report and on the Company's website at midwynd.com.
Shareholders
To help the Board in its aim to act fairly as between the Company's members, it encourages communications with all shareholders. The Annual and Half-yearly Financial Reports are issued to shareholders and are available on the Company's website together with other relevant information including monthly factsheets. The Board regularly reviews and discusses any shareholder communications received at Board meetings. This ensures that shareholder views are taken into consideration as part of any decisions taken by the Board. The Board continued to authorise the issue and allotment of new ordinary shares. The Board considers communication with shareholders an important function and Directors are always available to respond to shareholder queries. Shareholders are welcome to contact the Board through use of the midwyndchairman@artemisfunds.com email address. This year we are inviting shareholders to attend our AGM where they will be able to ask questions of the Board and the Investment Manager.
As a means of ensuring good communication with our shareholders, the Company continues to engage a communications consultancy firm to assist with its marketing and future development and the Board and Investment Manager discuss the topic regularly.
The Investment Managers have presented at a number of conferences throughout the year, including the Winterflood Investment Trusts seminar in June. This was in addition to providing regular investor updates to wealth managers. The Investment Manager continues to keep the interaction with all shareholders high and plans to participate in similar events in the upcoming year.
Additionally, through its membership of the AIC, the Board believes the Company and shareholders benefit from the work undertaken by this body with their representation of the investment trust industry.
Investment Manager
The Board receives regular updates from the Investment Manager and ensures that information pertaining to its key parties is provided, as required, as part of the information presented in regular board meetings.
This enables the Investment Manager to demonstrate the Company's strategy through those channels that reach its key parties, ensuring they are kept updated of the latest developments. The Investment Manager ensures communication with the Company's brokers is maintained and opportunities for growing the Company's retail base and featuring on investment platforms is strengthened.
During the period, the market volatility resulted in additional discussions being held between the Board and Investment Manager to discuss the impact on the Company, and specifically to ensure the protection of shareholders' interests and to understand the opportunities presented for investment in the sometimes volatile equity markets.
Investee companies
The Board has discussed with the Investment Manager how Environmental, Social and Governance ('ESG') factors are taken into account when selecting and retaining investments for the Company. The Board recognises the increasing importance placed on this area. A report from Artemis on ESG matters / stewardship and sustainability and the Mid Wynd portfolio has been included in the Annual Financial Report.
The Board has given discretion to the Investment Manager to exercise the Company's voting rights. The Investment Manager endorses the UK Stewardship Code and has active engagement in industry bodies as well as with investee company boards as set out in the Annual Financial Report.
Other key service providers
The Board regularly reviews the performance of other service providers to ensure that services provided to the Company are managed efficiently and effectively for the benefit of the Company's shareholders. The Board monitors the performance of these other key service providers such as the administrator, depositary and registrar through regular reporting at Board meetings or via the Company Secretary. The Board receives regulatory updates at every Board meeting and as necessary from the Company Secretary and carefully assesses the impact of these on the Company.
The Company's auditor attends two Audit Committee meetings per year which provides the Board with good opportunity for engagement and discussion of upcoming regulatory change and emerging best industry practice. This also gives the Audit Committee the opportunity to discuss the approach to the audit, its effectiveness and the level of professional scepticism applied.
Board discussions and decisions
Key discussions and decisions made by the Board during the year ended 30 June 2022:
Topic | Background & discussion | Decision |
Share issuance | The Board discussed the on-going strategy of share issuance to assist in controlling the share premium to NAV. | It was decided this strategy was working as required and the Board continued to give authority as required. |
Environmental, social and governance matters ('ESG') | The Board discussed its responsibilities for ESG and how Artemis, as Investment Manager, undertook the required steps to ensure ESG continued to be incorporated within the investment process. The Board made enquiries of the Fund Manager as to the ESG credentials of the underlying portfolio. The Fund Manager confirmed engagement with investee boards helped gain an understanding of the governance in place. | The Board received reporting on ESG and sustainability quarterly. A representative of the Risk team presents annually, or as required, to the Board. It was decided that ESG was appropriately incorporated within the Artemis investment process and the Board would continue to discuss and monitor on an on-going basis. |
Marketing and Distribution | The Board held a session with the Marketing and Distribution teams of the Investment Manager. At this session, details of the marketing strategy and its effectiveness were discussed with the Board. | The Board concluded the Company was marketed efficiently and the Investment Manager was making good use of available internal and external resources. The Board requested an annual review with the Marketing and Distribution teams. |
Administration, Depositary and Custodian arrangements | The Board considered and discussed the proposal made by the Investment Manager to move these services to Northern Trust in 2023. | The Board confirmed agreement with the proposal. |
Gearing | The Board discussed the current policy and level of gearing utilised. | The Board decided that this policy continues to provide gearing appropriate to the Company's requirements. |
Internal audit | The Audit Committee discussed the possibility of the Company having its own internal audit function. | The Audit committee and Board decided the Company should continue to place reliance on the internal audit function performed by the Investment Manager. |
Director succession | The Board discussed succession of Directors taking into account the number of years served and the mix of skills required to perform the role. | The Board concluded its policies on Director and Chairman tenure were still appropriate. The recruitment to replace Harry Morgan is ongoing. |
Board evaluation | The Board discussed whether an external board evaluator should be appointed. | The Board requested the Company Secretary source further detail on external board evaluation with a view to completing this during 2023. |
The Board's primary focus is to promote the long-term success of the Company for the benefit of the Company's shareholders. In doing so, the Board has regard to the impact of its actions on other stakeholders as described above.
Directors & Diversity
The Directors of the Company and their biographical details are set out in the Annual Financial Report.
No Director has a contract of service with the Company.
The Board recognises the principles of diversity in the boardroom and acknowledges the benefits of having greater diversity, including gender, age, social and ethnic backgrounds, and cognitive and personal strengths. The Nomination Committee considers diversity alongside seeking to ensure that the overall balance of skills and knowledge that the Board has remains appropriate, so that it can continue to operate effectively. Appointments to the Board will be made on merit with due regard to the benefits of diversity, including gender. The Board recognises the benefits of diversity and over time, as suitably qualified candidates emerge, expects that this will increase. The Board considers its commitment to greater diversity is not in conflict with a policy on board tenure in which the Chairman would not ordinarily serve for more than ten years as Chairman. The Board is of the view that the shareholders' best interests are served by retaining the services of a well-qualified Chairman rather than losing them for reasons unrelated to ability. This policy on tenure does not materially restrict the ability of the Board to increase diversity and the annual appraisal process assesses whether the Chairman retains the confidence of the Board. The Board is currently comprised of four male Directors and one female Director.
Modern Slavery Act 2015
The Company is not within scope of the Modern Slavery Act 2015 and is not, therefore, obliged to make a human trafficking statement. The Company has no employees and its supply chain consists mainly of professional advisers so is considered to be low risk in relation to this matter.
Greenhouse gas emissions
As the Company has delegated the investment management and administration of the Company to third party service providers, and has no fixed premises, there are no greenhouse gas emissions to report from its operations. The Company has no employees and all of its Directors are non-executive, with all day to day activities being carried out by third parties. The Company considers itself to be a low energy user as defined in the Streamlined Energy and Carbon Reporting Regulations and therefore is not required to disclose energy and carbon information.
Employee, Environmental Social and Human Rights Issues
The Company has no employees as the Board has delegated the day-to-day management and administrative functions to the Investment Manager. There are therefore no disclosures to be made in respect of employees. The Company's responsible investment process is detailed in the Annual Financial Report.
For and on behalf of the Board.
Russel Napier
Chairman
9 September 2022
Statement of Directors' Responsibilities in respect of the Annual Financial Report and the Financial Statements
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Financial Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland'.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing each of the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, a Directors' Report and Corporate Governance Statement, and a Directors' Remuneration Report that complies with that law and those regulations.
The financial statements are published on a website, midwynd.com, maintained by the Company's Investment Manager, Artemis Fund Managers Limited. Responsibility for the maintenance and integrity of the corporate and financial information relating to the Company on this website has been delegated to the Investment Manager by the Directors. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position of the Company as at 30 June 2022 and of the loss for the year then ended;
(b) in the opinion of the Directors, the Annual Financial Report taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy; and
(c) the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
For and on behalf of the Board.
Russell Napier
Chairman
9 September 2022
Statement of Comprehensive Income For the year ended 30 June
|
| 2022 Revenue £'000
| 2022 Capital £'000
| 2022 Total £'000
| 2021 Revenue £'000
| 2021 Capital £'000
| 2021 Total £'000
|
(Losses)/gains on investments | | - | (45,017) | (45,017) | - | 78,606 | 78,606 |
Currency gains | | - | 446 | 446 | - | 428 | 428 |
Income | | 9,377 | - | 9,377 | 5,294 | - | 5,294 |
Investment management fee | | (609) | (1,828) | (2,437) | (480) | (1,440) | (1,920) |
Other expenses | | (488)
| (8)
| (496)
| (408)
| (8)
| (416)
|
Net return/(loss) before finance costs and taxation |
| 8,280 | (46,407) | (38,127) | 4,406 | 77,586 | 81,992 |
Finance costs of borrowings | | (83)
| (252)
| (335)
| (55)
| (165)
| (220)
|
Net return/(loss) on ordinary activities before taxation |
| 8,197 | (46,659) | (38,462) | 4,351 | 77,421 | 81,772 |
Taxation on ordinary activities | | (854)
| -
| (854)
| (550)
| -
| (550)
|
Net return/(loss) on ordinary activities after taxation |
| 7,343
| (46,659)
| (39,316)
| 3,801
| 77,421
| 81,222
|
Net return/(loss) per ordinary share |
| 11.72p
| (74.47)p
| (62.75)p
| 6.81p
| 138.63p
| 145.44p
|
The total column of this statement is the profit and loss account of the Company.
All revenue and capital items in this statement derive from continuing operations.
The net return/(loss) for the year disclosed above represents the Company's total comprehensive income.
Statement of Financial Position As at 30 June
|
| 2022 £'000
| 2021 £'000
|
Non-current assets | | | |
Investments held at fair value through profit or loss | | 439,101 | 445,592 |
Current assets | | | |
Debtors | | 24,969 | 596 |
Cash and cash equivalents | | 7,096
| 16,556
|
| | 32,065 | 17,152 |
Creditors | | | |
Amounts falling due within one year | | (18,513)
| (10,651)
|
Net current assets |
| 13,522
| 6,501
|
Total net assets |
| 452,653
| 452,093
|
Capital and reserves | | | |
Called up share capital | | 3,271 | 2,997 |
Capital redemption reserve | | 16 | 16 |
Share premium | | 235,110 | 191,253 |
Capital reserve | | 206,979 | 253,638 |
Revenue reserve | | 7,277
| 4,189
|
Shareholders' funds |
| 452,653
| 452,093
|
Net asset value per ordinary share |
| 692.01p
| 754.43p
|
These financial statements were approved by the Board of Directors and signed on its behalf on 9 September 2022.
Russell Napier
Chairman
Statement of Changes in Equity
For the year ended 30 June 2022
| Share capital
£'000
| Capital redemption reserve £'000
| Share premium
£'000
| Capital reserve
£'000
| Revenue reserve
£'000
| Shareholders' funds
£'000
|
Shareholders' funds at 1 July 2021 | 2,997 | 16 | 191,253 | 253,638 | 4,189 | 452,093 |
Net (loss)/return on ordinary activities after taxation | - | - | - | (46,659) | 7,343 | (39,316) |
Issue of new shares (net of costs) | 274 | - | 43,857 | - | - | 44,131 |
Dividends paid | - | - | - | - | (4,255) | (4,255) |
Shareholders' funds at 30 June 2022 | 3,271 | 16 | 235,110 | 206,979 | 7,277 | 452,653 |
For the year ended 30 June 2021
| Share capital
£'000
| Capital redemption reserve £'000
| Share premium
£'000
| Capital reserve
£'000
| Revenue reserve
£'000
| Shareholders' funds
£'000
|
Shareholders' funds at 1 July 2020 | 2,515 | 16 | 125,454 | 176,217 | 3,841 | 308,043 |
Net return on ordinary activities after taxation | - | - | - | 77,421 | 3,801 | 81,222 |
Issue of new shares (net of costs) | 482 | - | 65,799 | - | - | 66,281 |
Dividends paid | - | - | - | - | (3,453) | (3,453) |
Shareholders' funds at 30 June 2021 | 2,997 | 16 | 191,253 | 253,638 | 4,189 | 452,093 |
Statement of Cash Flows For the year ended 30 June
|
| 2022 £'000
| 2022 £'000
| 2021 £'000
| 2021 £'000
| |
Cash generated in operations |
|
| 4,768 |
| 2,575 | |
Interest received | | 10 | | 17 | | |
Interest paid | | (335) | | (220) | | |
|
|
| (325) |
| (203) | |
Net cash generated from operating activities |
|
| 4,443 |
| 2,372 | |
Cash flow from investing activities | | | | | | |
Purchase of investments | | (689,754) | | (530,125) | | |
Sale of investments | | 639,527 | | 465,478 | | |
Realised currency gains/(losses) | | 1,517 | | (305) | | |
Net cash used in investing activities |
|
| (48,710) |
| (64,952) | |
Cash flow from financing activities |
|
|
|
|
| |
Issue of new shares, net of costs | | 44,131 | | 66,592 | | |
Dividends paid | | (4,255) | | (3,453) | | |
Net (repayment)/drawdown of credit facility | | (5,064) | | 1,176 | | |
Net cash generated from financing activities |
|
| 34,812
|
| 64,315
| |
Net (decrease)/increase in cash and cash equivalents |
|
| (9,455)
|
| 1,735
| |
Cash and cash equivalents at start of the year |
|
| 16,556 |
| 14,716 | |
Increase/(decrease) in cash in the year | | | (9,455) | | 1,735 | |
Currency losses/(gains) on cash and cash equivalents | | | (5)
| | 105
| |
Cash and cash equivalents at end of the year |
|
| 7,096
|
| 16,556
| |
Notes to the Financial Statements
1. Accounting policies
The financial statements are prepared on a going concern basis under the historical cost convention modified to include the revaluation of investments.
The financial statements have been prepared in accordance with the Companies Act 2006, applicable United Kingdom accounting standards, including Financial Reporting Standard ('FRS') 102, and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies (the 'AIC') in April 2021.
In order to better reflect the activities of the Company and in accordance with guidance issued by the AIC, supplementary information which analyses the profit and loss account between items of a revenue and capital nature has been presented in the Statement of Comprehensive Income.
Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when it becomes a party to the contractual provisions of the instrument.
No significant estimates or judgements have been made in the preparation of the financial statements.
The Directors consider the Company's functional currency to be Sterling as the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment.
2. Income
| 2022 | 2021 |
| £'000
| £'000
|
Income from investments | | |
Overseas dividends | 8,149 | 4,849 |
UK dividends | 1,110 | 428 |
Scrip dividends | 108
| -
|
| 9,367 | 5,277 |
Other income | | |
Bank interest | 10
| 17
|
Total income | 9,377
| 5,294
|
Total income comprises: | | |
Dividends and UK interest from financial assets designated at fair value through profit or loss | 9,367 | 5,277 |
Other income | 10
| 17
|
Total income | 9,377
| 5,294
|
3. Dividends paid and proposed
|
|
| 2022 | 2021 |
| 2022
| 2021
| £'000
| £'000
|
Amounts recognised as distributions in the year: | | | | |
Unclaimed dividends refunded to the Company | - | - | (14) | - |
Previous year's final dividend | 3.30p | 3.12p | 2,018 | 1,652 |
First interim dividend | 3.50p
| 3.10p
| 2,251
| 1,801
|
Total dividend | 6.80p
| 6.22p
| 4,255
| 3,453
|
Set out below are the total dividends paid and payable in respect of the financial year. The revenue available for distribution by way of dividend for the year is £7,343,000 (2021: £3,801,000).
|
|
| 2022 | 2021 |
| 2022
| 2021
| £'000
| £'000
|
Dividends paid and payable in respect of the year: | | | | |
First interim dividend | 3.50p | 3.10p | 2,251 | 1,801 |
Proposed final dividend | 3.70p | 3.30p | 2,420 | 1,977 |
Special dividend | 3.00p
| nil
| 1,962
| nil
|
Total dividend | 10.20p
| 6.40p
| 6,633
| 3,778
|
4. Net return/(loss) per ordinary share
| 2022 | 2022 | 2022 | 2021 | 2021 | 2021 |
| Revenue
| Capital
| Total
| Revenue
| Capital
| Total
|
Net return/(loss) on ordinary activities after taxation | 11.72p
| (74.47)p
| (62.75)p
| 6.81p
| 138.63p
| 145.44p
|
Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation for the financial year of £7,343,000 (2021: £3,801,000), and on 62,652,936 (2021: 55,845,969) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year.
Capital loss per ordinary share is based on the net capital loss on ordinary activities after taxation for the financial year of £46,659,000 (2021: gain £77,421,000), and on 62,652,936 (2021: 55,845,969) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year.
5. Net asset value per ordinary share
The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end were as follows:
| 2022 Net asset value
| 2022 Net assets £'000
| 2021 Net asset value
| 2021 Net assets £'000
|
Ordinary shares | 692.01p
| 452,653
| 754.43p
| 452,093
|
During the year the movements in the assets attributable to shareholders were as follows:
| 2022 £'000
| 2021 £'000
|
Total net assets at 1 July | 452,093 | 308,043 |
Total recognised (losses)/gains for the year | (39,316) | 81,222 |
Issue of new shares | 44,131 | 66,281 |
Dividends paid | (4,255)
| (3,453)
|
Total net assets at 30 June | 452,653
| 452,093
|
Net asset value per ordinary share is based on net assets as shown above and on 65,411,114 (2021: 59,925,114) ordinary shares, being the number of ordinary shares in issue at the year end.
6. Transactions with the Investment Manager and related parties
The amounts paid to the Investment Manager and amounts outstanding at the year end are disclosed in the Annual Financial Report. The amount outstanding at 30 June 2022 was £597,000 (2021: £549,000). The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies and therefore the Investment Manager is not considered to be a related party.
Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report in the Annual Financial Report.
7. Annual Financial Report
This Annual Financial Report announcement does not constitute the Company's statutory accounts for the years ended 30 June 2022 and 30 June 2021 but is derived from those accounts. Statutory accounts for the year ended 30 June 2021 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 June 2021 and the year ended 30 June 2022 both received an audit report which was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Companies Act 2006 respectively. The statutory accounts for the year ended 30 June 2022 will be delivered to the Registrar of Companies shortly.
The audited Annual Financial Report for the year ended 30 June 2022 will be posted to shareholders shortly. Copies may be obtained from the Company's registered office at 6th Floor, Exchange Plaza, 50 Lothian Road, Edinburgh, EH3 9BY or at midwynd.com.
The Annual General Meeting of the Company will be held on Wednesday, 26 October 2022.
For further information, please contact:
Company Secretary
Tel: 0131 225 7300
Artemis Fund Managers Limited
12 September 2022
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