Jupiter Green Investment Trust plc ('the company')
Legal Entity Identifier: 549300MFRCR13CT1L845
Annual Financial Results for the year ended 31 March 2024
Financial Highlights for the year ended 31 March 2024
Capital Performance | As at | As at |
|
| 31 March 2024 | 31 March 2023 |
|
Total assets less current liabilities (£'000) | 50,318 | 54,578 |
|
|
|
|
|
Ordinary Share Performance | As at | As at |
|
| 31 March 2024 | 31 March 2023 | % change |
|
|
|
|
Mid-market price (p) | 181.00 | 224.00 | -19.2 |
Undiluted net asset value per ordinary share▲ | 263.59 | 258.58 | +1.9 |
Diluted net asset value per ordinary share | 263.13 | 259.86 | +1.3 |
MSCI World Small Cap Index*** | 435.48 | 390.67 | 11.5 |
Discount to net asset value (%)▲ | 31.33 | 13.37 | |
Ongoing charges ratio (%) excluding finance costs (Note 6) ▲ | 1.54 | 1.72 | |
Performance (excluding dividend income) Since Launch
| | | | Year- | |
| | | | on-year | |
| | Net asset | | change in | Year- |
| Total assets | value | Dividends | Net Asset | on-year |
| less | per | declared per | Value per | change in |
| current | ordinary | ordinary | ordinary | benchmark |
Year ended 31 March | liabilities | share | share | share | index*** |
| £'000 | p | p | % | % |
8 June 2006 (launch) | 24,297 | 97.07 | - | - | - |
2007 | 31,679 | 118.07 | - | +22.3* | - |
2008 | 52,734 | 114.14 | - | -3.9** | - |
2009 | 33,809 | 76.86 | - | -32.7 | -36.5 |
2010 | 43,590 | 106.65 | - | +38.8 | +41.6 |
2011 | 41,085 | 120.49 | 0.40 | +13.0 | +11.0 |
2012 | 36,181 | 108.49 | 0.60 | -10.0 | -23.8 |
2013 | 37,571 | 124.42 | 1.20 | +14.7 | +10.3 |
2014 | 38,142 | 145.00 | 1.10 | +16.5 | +28.6 |
2015 | 38,545 | 152.35 | 0.55 | +5.1 | +10.6 |
2016 | 33,418 | 150.79 | 0.65 | -1.0 | -3.3 |
2017 | 38,509 | 184.33 | 1.20 | +22.2 | +28.4 |
2018 | 40,147 | 191.31 | 1.30 | +3.8 | +3.7 |
2019 | 35,934 | 188.70 | 2.20 | -1.4 | +6.0 |
2020 | 32,581 | 173.31 | 2.40 | -8.2 | +3.4 |
2021 | 53,304 | 266.73 | 0.64 | +53.9 | +61.0 |
2022 | 55,390 | 258.43 | 0.00 | -3.1 | +2.6 |
2023 | 54,578 | 258.58 | 0.00 | 0.0 | -5.2 |
2024 | 50,318 | 263.59^ | 0.00† | +1.9 | +11.5 |
* In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000 were issued. Investment performance adjusted for the new issues of Ordinary shares.
** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares.
*** With effect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the MSCI World Small Cap Index, both expressed in sterling terms.
^ Being the exercise price for the purposes of the 2024 subscription rights.
† No final dividend will be paid.
Chairman's Statement
Performance
I am pleased to present the Annual Report and Accounts for the Jupiter Green Investment Trust PLC ('the Company') for the 12 months to 31 March 2024.
In the period under review, financial markets were driven by intense scrutiny of inflation data and central bank policy and commentary around the direction of interest rates. Markets came under pressure during the latter half of 2023 as inflation remained elevated, central banks vowed to keep interest rates higher for longer, bond yields rose and economic growth slowed. A small group of US-listed technology companies managed to outperform the broader market as they were seen to be beneficiaries of potential growth in artificial intelligence. Inflation concerns eased late in the year as data showed the inflation rate slowing, and the US Federal Reserve forecast in December that it would cut interest rates 2024. This triggered an equity market rally that ran through early 2024.
Rising geopolitical tensions also impacted markets during the period. These included the tragic war in Ukraine, which reached its second anniversary with no end in sight. In October, Hamas launched a shocking attack on Israel, and Israel responded with an intense air and ground attack in Gaza. The conflict has left the region facing a profound humanitarian and diplomatic crisis.
In environmental policy, the Global Stocktake Technical Assessment report was released in September. Its main takeaway was that the world is off-track on the path to meeting the temperature goal set out in the Paris Agreement. Crucially, there remains an acknowledgement that the technologies exist to reach the targets, if implemented in time.
The European Union's Carbon Border Adjustment Mechanism, which aims to introduce a tax on carbon- intensive imports, entered its transitional phase. The impact of global reporting standards may offer opportunities to companies able to benefit from that trend, while presenting a risk to those unwilling to adapt.
The UK government announced a roll-back on green policies, pushing back targets for vehicle
electrification and delaying a ban on new gas boilers. These policies run counter to global measures, particularly in the US.
The 28th Conference of Parties (COP) on climate change was held in Dubai in December. Important agreements were reached to aid countries most adversely impacted by the effects of climate change, and nations agreed to phase down fossil fuels. Another important outcome was bringing food into the scope of climate change action. More than 130 companies signed a declaration on sustainable agriculture.
Discount Management and Review
The Board remains committed to its stated policy of using share buy-backs with the intention of ensuring that, in normal market conditions, the market price of the company's shares will track their underlying net asset value.
The discount at which the ordinary shares trade was 31.33 as at 31 March 2024. During the year the Company's shares traded at a discount to its NAV ranging between 9.12% and 31.33%. The Board continue to monitor the level at which the Company's shares trade and may seek to limit any future volatility through the prudent use of share buybacks, as circumstances require. The company bought back a total of 2,031,011 shares for cancellation at an average discount of 16.89%, adding 831,643 to the NAV.
Despite this, the discount has recently traded out further than the board would like. The Board takes the performance of Jupiter Green's shares very seriously and as such, we work energetically with our corporate brokers and other advisers to articulate the investment case to shareholders and potential shareholders. In tandem, due to its relatively small size and the challenging macro environment, the Board is currently evaluating options for the future of the business in recognition that it may be in the best interests of shareholders for the Company not to continue in its present form. At this point in time, there can be no certainty as to the outcome of this but the Board will notify the market at the appropriate time.
Subscription Issue
Each year shareholders are entitled to subscribe for new ordinary shares on the basis of one new ordinary share for every ten held. This year, the subscription price was 258.58p (being the audited undiluted net asset value of the ordinary shares as at 31 March 2023). As the market price on the subscription date was 181.00p, the Board decided that the share subscription would not be in the best interest of shareholders and announced on 9 April 2024 that the subscriptions received would be rejected.
Board Succession
In the Interim Report and Accounts, I noted that due to my length of tenure it was my intention to step down from the Board of the Company at the next Annual General Meeting. As a result, the Nomination Committee have been looking for replacements for both the Chair of the Board and Simon Baker, who is also approaching the limit of his tenure. However, these searches have now been put on hold due to the difficulty of finding suitable successors due to the size of the Company and the prevailing structural challenges it faces. As such, the Board composition will remain as it was during the 12 months under review.
Change in Administrator & Depositary
During the year the Board agreed that with effect from 1 April 2024, Northern Trust be appointed Administrator & Depositary for the Company.
Outlook
Technology and innovation are key to combating the world's climate and environmental crisis. These solutions are now setting the pace for policy and regulation - a welcome reversal to the previous relationship. The scale of change required to reverse global warming is creating significant opportunities for investors to support environmental solutions companies, which provide products and services critical to achieving sustainability targets. It is becoming ever more evident that these solutions will spread widely and to as-yet unpenetrated sectors of the global economy.
Governments are likely to continue to play a major role, in terms to encouraging development of environmental solutions as part of the path to net zero, and through the regulating of all companies to improve transparency around climate and biodiversity impact.
As attitudes toward addressing climate solutions shift, there is a broadening of the value chain beyond the conventional lens. The opportunities throughout the market that this creates will be plentiful and we firmly believe the Jupiter Green Investment Trust remains well-positioned to identify them.
Michael Naylor
Chairman
24 July 2024
Investment Adviser's Review
Market review
The period under review was defined by the dominance of the 'Magnificent 7' mega-cap technology companies, particularly those supported by Artificial Intelligence (AI) as a structural tailwind. Alongside this dynamic, markets have also faced a period of volatility as investors have responded to concerns about the persistence of inflation, rising interest rates and geopolitical uncertainty.
However, in this environment environmental solutions businesses - the Company's investment universe - was resilient overall but mixed at an individual theme level. Combinations of areas of weakened environmental policy commitments, as well as signals of moderating growth rates in pockets of solution themes, was offset by continued structural growth and positive outlooks elsewhere. For example, following several years of strong growth, a weaker consumer environment combined with a more challenging policy backdrop has tempered expectations in the nearer future for electric vehicle sales growth, while expectations have risen significantly for investments into critical infrastructure such as in areas of water-related technologies and solutions for efficient, clean, and resilient power grids.
As long-term investors seeking to identify companies which provide products or services designed to address global environmental challenges, we have been encouraged by areas of convergence at recent global summits. We echo the Chairman's view that a pivotal step at the COP 28 Climate Conference was to bring food systems into national climate plans for the first time. This move has also served to help broaden the opportunity set investors looking to access solutions to reduce greenhouse gases across the economy, including those that improve natural resource efficiencies in food systems.
Policy Review
The Company's approach to investing in sustainable solutions remains focussed on six environmental solutions themes:
■ Circular Economy: solutions for sustainable materials and resource stewardship
|
■ Clean Energy: generation, storage and distribution
|
■ Sustainable Oceans & Freshwater Systems: conservation and management
|
■ Green Mobility: technologies and services for sustainable movement
|
■ Green Buildings & Industry (GBI): enabling a low carbon transition
|
■ Sustainable Agriculture & Land Ecosystems: solutions protecting natural resources and well-being
|
Within those themes, the Company is focused on companies - many of them on the smaller end of the market capitalisation spectrum - that are at the forefront of innovating technological solutions to environmental challenges with a large potential market ('innovators'), as well as companies that are already rapidly delivering proven solutions in their markets ('accelerators'). We believe this approach should deliver attractive capital growth to shareholders over the long term.
Despite the challenging market backdrop for environmental solutions companies, the period under review evidenced the attractive multi- decade opportunity afforded by an opportunity set of companies focussed on providing products and services which address vital environmental challenges.
Leading returns was the Company's Sustainable Oceans & Freshwater Systems theme, alongside the Green Building & Industry (GBI) theme. GBI is one of the Company's largest allocations, alongside Circular Economy, at around 25%, and includes solutions for energy efficiency applications that are critical to a resilient and decarbonised power sector. The prospect of a step-change in power demand in the US given an increase in planned industrial and data-centre investments also served to bolster the outlooks for several companies in this theme. Monolithic Power, Acuity Brands and Schneider Electric were among the top stock contributors within the theme.
The Water theme, which comprises relatively less at approximately 11% of our overall portfolio allocation, offers both diversification and access to structural opportunities related to much-needed investment in water infrastructure. Our investments focus on leading solution providers operating globally to serve utility and commercial sectors, as opposed to water utilities themselves.
Companies within the theme also offer climate adaptation solutions, improving efficiencies in water usage, addressing flooding control during the period of unusually high rainfall. The largest contributor at the stock level over 12 months was Advanced Drainage Systems, a US-based leader in stormwater management solutions. We recently took profits from the company following a rally on strong results. While the Green Mobility theme has faced headwinds on slowing growth in electric vehicle (EV) sales which has weakened sentiment for some of our investments engaged in the EV supply chain, our position in Horiba, a Japanese precision instrument manufacturer, contributed very positively over the year.
The largest detractor to performance during the year was the Clean Energy theme. The theme has an approximate 18% weighting in the portfolio, and saw setbacks where companies such as Solaredge and Orsted faced considerable pressure from relatively high interest rates, supply chain constraints and rising input costs.
Outlook
We have a long-held conviction that global development is and always has been dependent on the natural world. While we remain highly cognisant of geo-political tensions, potential macro-economic weaknesses and regulatory risks for instance that impact upon our investment landscape like any other, we would highlight that observed changes to the environment, not least climate indicators, are more severe than anticipated and in many cases still not fully explained.
Our conviction also remains that this presents an ever-more compelling long-term growth opportunity for leading companies focussed on delivering real- world solutions to protecting the climate as well as wider forms of natural capital, including water resources and biodiversity.
It is notable that growth drivers within our environment solution themes continue to be buoyed by an appreciation of the broader benefits of environmental solutions amongst corporations and governments. Areas where this is apparent include the role environmental technologies are playing in helping to address growing energy security concerns, and the benefits to human health of tackling longstanding and 'emerging' pollutants in water resources.
In our view, this will continue to provide resilience in investment returns at a time when there is a risk that policy commitment to environmental agendas, at least at the headline level, may wane or even take a backwards step, with the US election later this year a notable case in point. However, we are encouraged by the clear signals of a widespread recognition that, irrespective of political leaning, environmental technologies and services across our six investment themes will play a pivotal role in the economy of the future.
Jon Wallace
Investment Fund Manager
Jupiter Asset Management Limited
Investment Adviser
24 July 2024
Top five contributors and detractors
Detail |
|
|
| Total Returns (%) | Contribution to Return (%) |
Contributors |
|
|
ADVANCED DRAINAGE SYSTEMS, INC. | 100.99 | 1.86 |
HORIBA, LTD. | 75.03 | 1.35 |
ACUITY BRANDS, INC. | 44.28 | 1.19 |
MONOLITHIC POWER SYSTEMS, INC. | 35.38 | 0.99 |
SCHNEIDER ELECTRIC SE | 33.38 | 0.98 |
Detail |
|
|
| Total Returns (%) | Contribution to Return (%) |
Detractors |
|
|
ORSTED | -35.99 | -0.76 |
CERES POWER HOLDINGS PLC | -63.58 | -0.85 |
NEXTERA ENERGY PARTNERS LP | -46.75 | -1.15 |
RE:NEWCELL AB | -92.67 | -1.53 |
SOLAREDGE TECHNOLOGIES, INC. | -77.16 | -1.98 |
| | |
Source: Bloomberg | | |
Investment Portfolio as at 31 March 2024
| | | 31 March 2024 | | 31 March 2023 |
| | Market value | Percentage | Market value | Percentage |
Company | Country of Listing | £'000 | of Portfolio | £'000 | of Portfolio |
| | | | | |
Clean Harbors | United States of America | 1,697 | 3.4 | 1,402 | 2.5 |
Acuity Brands | United States of America | 1,694 | 3.4 | 1,371 | 2.5 |
Xylem | United States of America | 1,669 | 3.4 | 1,186 | 2.2 |
Waste Connections | Canada | 1,617 | 3.3 | 1,415 | 2.6 |
Republic Services | United States of America | 1,612 | 3.3 | 1,163 | 2.1 |
Prysmian | Italy | 1,595 | 3.2 | 1,728 | 3.1 |
Veolia Environnement | France | 1,506 | 3.0 | 1,851 | 3.4 |
Vestas Wind Systems | Denmark | 1,483 | 3.0 | 1,575 | 2.9 |
Borregaard | Norway | 1,465 | 3.0 | 1,277 | 2.3 |
Novonesis (Novozymes) | Denmark | 1,463 | 2.9 | 971 | 1.8 |
Advanced Drainage Systems | United States of America | 1,430 | 2.9 | 1,044 | 1.9 |
Schneider Electric | France | 1,407 | 2.8 | 1,707 | 3.1 |
Stantec | Canada | 1,406 | 2.8 | 1,551 | 2.8 |
Infineon Technologies | Germany | 1,313 | 2.6 | 1,845 | 3.3 |
Watts Water Technologies | United States of America | 1,303 | 2.6 | 1,447 | 2.6 |
ANSYS | United States of America | 1,295 | 2.6 | 1,494 | 2.7 |
Trimble | United States of America | 1,284 | 2.6 | 1,301 | 2.4 |
Renewi | United Kingdom | 1,250 | 2.5 | 1,225 | 2.2 |
Veralto | United States of America | 1,227 | 2.5 | - | - |
Monolithic Power Systems | United States of America | 1,203 | 2.4 | 1,575 | 2.9 |
DSM-Firmenich | Switzerland | 1,201 | 2.4 | - | - |
Eurofins Scientific | Luxembourg | 1,197 | 2.4 | 1,113 | 2.0 |
Alfa Laval | Sweden | 1,124 | 2.3 | 1,045 | 1.9 |
TOMRA Systems | Norway | 1,061 | 2.1 | 1,145 | 2.1 |
Horiba | Japan | 1,004 | 2.0 | 941 | 1.7 |
Flat Glass Group | China | 952 | 1.9 | 830 | 1.5 |
Hannon Armstrong Sustainable Infrastructure Capital, REIT |
United States of America |
945 |
1.9 |
972 |
1.8 |
First Solar | United States of America | 903 | 1.8 | 1,263 | 2.3 |
Littelfuse | United States of America | 888 | 1.8 | 960 | 1.7 |
Aptiv | Jersey | 874 | 1.8 | 1,021 | 1.9 |
Ormat Technologies | United States of America | 871 | 1.8 | 908 | 1.7 |
Belimo Holding | Switzerland | 842 | 1.7 | - | - |
Atlas Copco | Sweden | 803 | 1.6 | 617 | 1.1 |
Shimano | Japan | 803 | 1.6 | 944 | 1.7 |
Orsted | Denmark | 788 | 1.6 | 1,099 | 2.0 |
Azbil | Japan | 698 | 1.4 | 701 | 1.3 |
Daiseki | Japan | 694 | 1.4 | 917 | 1.7 |
Brambles | Australia | 671 | 1.4 | 585 | 1.1 |
Corbion | Netherlands | 663 | 1.3 | 579 | 1.0 |
NextEra Energy Partners | United States of America | 623 | 1.3 | 1,287 | 2.3 |
Befesa | Luxembourg | 621 | 1.3 | 837 | 1.5 |
Sensirion Holding | Switzerland | 499 | 1.0 | 754 | 1.4 |
EDP Renovaveis | Spain | 448 | 0.9 | - | - |
Greencoat Renewables | Ireland | 413 | 0.8 | 530 | 1.0 |
Hoffmann Green Cement Technologies |
France |
319 |
0.6 |
208 |
0.4 |
Innergex Renewable Energy | Canada | 310 | 0.6 | 581 | 1.1 |
SolarEdge Technologies | United States of America | 302 | 0.6 | 1,319 | 2.4 |
Ceres Power Holdings | United Kingdom | 250 | 0.5 | 686 | 1.2 |
Total Investments | | 49,686 | 100.0 | | |
The holdings listed above are all equity shares unless otherwise stated.
Cross Holdings in other Investment Companies
As at 31 March 2024, 0.8% of the company's total assets was invested in Greencoat Renewables, a Irish listed investment company.
Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of the total assets of the Company (before deducting borrowed money) in other investment companies (including investment trusts) listed on the Main Market of the London Stock Exchange, it is the Directors' current intention that the Company invests not more than 5% in other investment companies.
Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector
Analysis of Investments by Investment Theme and Stage of Development
As at 31 March 2024 (ex-cash)
| | | Environmental theme |
|
| ||
|
|
|
|
|
|
|
|
| Circular | Clean | Green Buildings & | Green | Sustainable Agriculture and Land | Sustainable & Ocean Freshwater |
|
| economy | Energy | Industry | Mobility | ecosystems | Systems | Total |
Stage of Development | % | % | % | % | % | % | % |
| | | | | | | |
Accelerators* | 12.30 | 15.20 | 18.99 | 3.60 | 13.48 | 8.94 | 72.51 |
| | | | | | | |
Established Leaders* | 11.26 | - | 4.05 | 3.80 | - | 2.68 | 21.79 |
| | | | | | | |
Innovators* | 2.66 | 2.37 | 0.67 | - | - | - | 5.70 |
| | | | | | | |
Total 2024 | 26.22 | 17.57 | 23.71 | 7.40 | 13.48 | 11.62 | 100.00 |
* Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market. Established leaders are larger companies which have developed a commanding presence in their chosen markets.
Analysis of Investments by Geography and Economic Sector
As at 31 March 2024 (ex-cash)
| United | | | | | | |
| States of | | | United | | | |
| America | Japan | France | Kingdom | Denmark | Others | Total |
Sectors | % | % | % | % | % | % | % |
| | | | | | | |
Basic Materials | - | - | - | - | - | 3.0 | 3.0 |
| | | | | | | |
Consumer Discretionary | - | 1.6 | - | - | - | 1.8 | 3.4 |
| | | | | | | |
Consumer Staples | - | - | - | - | - | 3.7 | 3.7 |
| | | | | | | |
Energy | 2.4 | - | - | 0.5 | 3.0 | - | 5.9 |
| | | | | | | |
Health Care | - | - | - | - | 2.9 | 2.4 | 5.3 |
| | | | | | | |
Industrials | 19.2 | 3.4 | 3.4 | - | - | 18.0 | 44.0 |
| | | | | | | |
Real Estate | 1.9 | - | - | - | - | - | 1.9 |
| | | | | | | |
Technology | 5.0 | - | - | - | - | 2.6 | 7.6 |
| | | | | | | |
Utilities | 9.8 | 1.4 | 3.0 | 2.5 | 1.6 | 6.9 | 25.2 |
| | | | | | | |
Total 2024 | 38.3 | 6.4 | 6.4 | 3.0 | 7.5 | 38.4 | 100.0 |
Strategic Review
The Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
The Strategic Report seeks to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review.
Business and Status
During the year the Company carried on business as an investment trust with its principal activity being portfolio investment. The Company has been approved by HM Revenue & Customs ('HMRC') as an investment trust subject to the Company continuing to meet the eligibility conditions of sections 1158 and 1159 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011.
In the opinion of the Directors, the Company has conducted its affairs in the appropriate manner to retain its status as an investment trust.
The Company is a public limited Company and is an investment Company within the meaning of section 833 of the Companies Act 2006. It is also an Alternative Investment Fund (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive.
The Company has a fixed share capital although it may issue or purchase its own shares subject to shareholder approval, usually sought annually.
The Company is not a close Company within the meaning of the provisions of the Corporation Tax Act 2010 and has no employees.
The Company was incorporated in England & Wales on 12 April 2006 and started trading on 8 June 2006, immediately following the Company's launch.
There has been no significant change in the activities of the Company during the year to 31 March 2024 and the Directors anticipate that the Company will continue to operate in the same manner during the current financial year.
Investment Objective
The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions.
Investment Strategy
The Investment Adviser has adopted a bottom- up approach. The Investment Adviser, supported by Jupiter's Governance and Sustainability team, researches companies, ensuring that each potential investment falls within the Company's stated investment policy. Consideration is also given to a potential investment's risk/return profile and growth prospects before an investment is made. Once companies operating within the appropriate theme have been identified and due diligence has been carried out, the Investment Adviser will decide whether a particular investment would be appropriate.
Investment Policy
From the year ended 31 March 2021, the Company's investment focus was adjusted towards a greater emphasis on Companies which are innovating technological solutions to sustainability challenges ('innovators') and companies that are already rapidly delivering proven sustainable solutions in their markets ('accelerators'). A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions.
The following investment restrictions are observed:
■ no more than 5% of the Company's total assets (at the time of such investment) may be invested in unlisted securities;
|
■ no more than 15% of the total assets of the Company (before deducting borrowed money) is lent to or invested in any one Company or group at the time the investment or loan is made. For this purpose any existing holding in the Company or group concerned is aggregated with the proposed investment;
|
■ distributable income is principally derived from investments;
|
■ not more than 10%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) is invested in other UK listed investment companies (including investment trusts) listed on the Official List. Whilst the requirements of the UK Listing Authority permit the Company to invest up to this 10% limit, it is the Directors' current intention that the Company invests not more than 5%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) in such other investment companies; and
|
■ the Company at all times invests and manages its assets in a way which is consistent with its objective of spreading investment risk.
|
In accordance with the requirements of the UK Listing Authority, any material changes in the principal investment policies and restrictions of the Company would only be made with the approval of shareholders by ordinary resolution.
Future Developments
It is the Board's ambition to continue to grow the asset base of the Company through a combination of organic growth of net asset value and issuance of new shares with a view to achieving the critical mass necessary to attract broader demand from large national discretionary wealth managers, and other long-term institutional buyers of investment trust shares. The Board is currently evaluating options for the future of the business in recognition that it may be in the best interests of shareholders for the Company not to continue in its present form.
At this point in time, there can be no certainty as to the outcome of this but the Board will notify the market at the appropriate time.
Benchmark Index
The Company's benchmark is the MSCI World Small Cap Index.
Management
The Company has no employees and most of its day to day responsibilities are delegated to Jupiter Asset Management Limited ('JAM'), who act as the Company's Investment Adviser and Company secretary. Further details of the Company's arrangement with JAM and the Alternative Investment Fund Manager ('AIFM'), Jupiter Unit Trust Managers Limited, can be found in Note 22 to the accounts. Both JAM and JUTM are part of the Jupiter Group which comprises Jupiter Fund Management PLC and all of its subsidiaries ('Jupiter').
J.P. Morgan Europe Limited ('JPMEL') acts as the Company's depository. The Company has also entered into an outsourcing arrangement with J.P. Morgan Chase Bank N.A. ('JPMCB') for the provision of accounting and administration services.
Although JAM is named as the company secretary, JPMEL provides administrative support to the Company secretary as part of its formal mandate to provide broader fund administration services to the Company.
During the year the Board agreed that with effect from 1 April 2024, Northern Trust be appointed Administrator & Depositary for the Company.
Viability Statement
In accordance with Provision 36 of the Code of Corporate Governance as issued by the Association of Investment Companies in February 2019 (the 'AIC Code'), the Board has assessed the prospects of the Company over a longer period than the twelve months required by the 'Going Concern' provision, reviewing in line with the three year cycle of the continuation vote. The Company's investment objective is to achieve capital growth and income, both over the long term and the Board regards the Company as a long-term investment.
The Board has considered the Company's business model including its investment objective and investment policy as well as the principal and emerging risks and uncertainties that may affect the Company.
Notwithstanding, as discussed in the Chairman's Statement, the board is currently evaluating the options for the future of the Company and the material uncertainty identified in relation to this matter.
In addition, the Board has considered the reporting produced by the Jupiter Investment Risk Team concerning a number of potential future scenarios resulting from ongoing market volatility. The Board continues to monitor income and expense forecasts for the Company.
The Board has noted that:
■ The Company holds a highly liquid portfolio invested predominantly in listed equities.
|
■ The investment management fee is the most significant expense of the Company. It is charged as a percentage of the portfolio value and so would reduce if the market value of the portfolio were to fall. The remaining expenses are more modest in value and are predicable in nature. No significant increase to ongoing charges or operational expenses is anticipated.
|
■ Green and sociably responsible investing is now high on the agenda of many retail investors and that the Company is well placed to attract these retail investors through targeted marketing.
|
■ Climate change is a key issue for asset managers and their investors. ESG issues are integrated into the Company's investment processes and these are continually monitored to ensure that the investment objectives are followed to mitigate any risk of the perception of greenwashing and any related litigation.
|
■ The Board is satisfied that Jupiter and the Company's other key third-party suppliers maintain suitable processes and controls to ensure that they can continue to provide their services to the Company.
|
The Board has therefore concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three years.
Gearing
Gearing is defined as the ratio of a Company's debt less cash held compared to its equity capital, expressed as a percentage. The effect of gearing is that in rising markets the Company tends to benefit from any growth of the Company's investment portfolio above the cost of payment of the prior ranking entitlements of any lenders and other creditors. Conversely, in falling markets the Company suffers more if the Company's investment portfolio underperforms the cost of those prior entitlements.
The Company may utilise gearing at the director's discretion for the purpose of financing the Company's portfolio and enhancing shareholder returns. In particular, the Company may be geared by bank borrowings which will rank in priority to the ordinary shares for repayment on a winding up or other return of capital.
The Articles provide that, without the sanction of the Company in a general meeting, the Company may not incur borrowings above a limit of 25% of the Company's total assets at the time of drawdown of the relevant borrowings.
Loan Facility
The Company has a revolving loan facility agreement with Royal Bank of Scotland International Limited
of £5 million which the Investment Adviser has been authorised by the Board to draw down for investment purposes. The facility to gear the Company's investment portfolio is deployed tactically by the Investment Adviser with a view to enhancing shareholder returns. The Directors have determined that the maximum level of gearing will be 25% of the Company's total assets at the time of drawdown. The finance costs shown in the Statement of Comprehensive Income are in respect of interest charges on the utilised balance along with the costs incurred for non-utilisation of the facility during the year to the end of the loan term.
Use of Derivatives
The Company may invest in derivative financial instruments comprising options, futures and contracts for difference for investment, hedging and efficient portfolio management, as more fully described in the investment policy. There is a risk that the use of such instruments will not achieve the goals desired. Also, the use of swaps, contracts for difference and other derivative contracts entered into by private agreements may create a counterparty risk for the Company. This risk is mitigated by the fact that the counterparties must be institutions subject to prudential supervision and that the counterparty risk on a single entity must be limited in accordance with the individual restrictions. There were no open derivatives at year end.
Currency Hedging
The Company's accounts are maintained in sterling while investments and revenues are likely to be denominated and quoted in currencies other than sterling. Although it is not the Company's present intention to do so, the Company may, where appropriate and economic to do so, employ a policy of hedging against fluctuations in the rate of exchange between sterling and other currencies in which its investments are denominated.
Key Performance Indicators
At their quarterly Board meetings the Directors consider a number of performance indicators to help assess
the Company's success in achieving its objectives. The key performance indicators used to measure the
performance of the Company over time are as follows:
■ Net asset value changes over time;
|
■ Ordinary share price movement;
|
■ A comparison of ordinary share price and net asset value to benchmark;
|
■ Discount and premium to net asset value; and
|
■ Growth in assets under management. |
Information on some of the above key performance indicators and how the Company has performed against them can be found within the Report and Accounts.
In addition, a history of the net asset values, the price of the ordinary shares and the benchmark index are shown on the monthly factsheets which can be viewed on the Investment Adviser's website www.jupiteram.com/JGC and which are available on request from the company secretary.
Discount to Net Asset Value
The Directors review the level of the discount or premium between the middle market price of the Company's ordinary shares and their net asset value on a regular basis.
The Directors have powers granted to them at the last AGM to purchase ordinary shares and either cancel or hold them in treasury as a method of controlling the discount to net asset value and enhancing shareholder value.
The Company repurchased 2,031,011 ordinary shares for holding in treasury during the year under review at an average discount of 16.89%.
Under the Listing Rules, the maximum price that may currently be paid by the Company on the repurchase of any ordinary shares is 105% of the average of the middle market quotations for the ordinary shares for the five business days immediately preceding the date of repurchase. The minimum price will be the nominal value of the ordinary shares. The Board is proposing that its authority to repurchase up to approximately 14.99% of its issued share capital should be renewed at the AGM. The new authority to repurchase will last until the conclusion of the AGM of the Company in 2024 (unless renewed earlier). Any repurchase made will be at the discretion of the Board in light of prevailing market conditions and within guidelines set from time to time by the Board, the Companies Act, the Listing Rules and Model Code.
Treasury Shares
In accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the 'Regulations') which came into force on 1 December 2003 any ordinary shares repurchased, pursuant to the above authority, may be held in treasury. These ordinary shares may subsequently be cancelled or sold for cash. This would give the Company the ability to reissue shares quickly and cost effectively and provide the Company with additional flexibility in the management of its capital. The Company issued 13,639 ordinary shares from treasury during the year under review.
Principal and Emerging Risks and Uncertainties
The Directors confirm that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit Committee reviews the Company's risk control summary at each meeting, and as part of this process, gives consideration to identifying emerging risks. Any emerging risks that are identified, that are considered to be of significance will be recorded on the Company's Risk Control Summary with any mitigations. In carrying out this assessment, consideration is being given to the current market conditions which may impact the Company. No emerging risks have been identified.
Investment policy and process - Inappropriate investment policies and processes may result in under performance against the prescribed benchmark index and the Company's peer group.
The Board manages these risks by ensuring a diversification of investments and regularly reviewing the portfolio asset allocation and investment process. In addition, certain investment restrictions have been set and these are monitored as appropriate.
Investment Strategy and Share Price Movements -The Company is exposed to the effect of variations in the price of its investments. A fall in the value of its portfolio will have an adverse effect on shareholders' funds. It is not the aim of the Board to eliminate entirely the risk of capital loss, rather it is its aim to seek capital growth. The Board reviews the Company's investment strategy and the risk of adverse share price movements at its quarterly Board meetings taking into account the economic climate, market conditions and other factors that may have an effect on the sectors in which the Company invests. There can be no assurances that appreciation in the value of the Company's investments will occur but the Board seeks to reduce this risk.
Liquidity Risk - The Company may invest in securities that have a very limited market which will affect the ability of the Investment Adviser to dispose of securities when it is no longer felt that they offer the potential for future returns. Likewise the Company's shares may experience liquidity problems when shareholders are unable to realise their investment in the Company because there is a lack of demand for the Company's shares. At its quarterly meetings the Board considers the current liquidity in the Company's investments and the level of liabilities when setting restrictions on the Company's exposure. The Board also reviews, on a quarterly basis, the Company's buy-back programme and in doing so is mindful of the liquidity in the Company's shares.
Gearing Risk - The Company's gearing can impact the Company's performance by accelerating the decline in value of the Company's net assets at a time when the Company's portfolio is declining. Conversely gearing can have the effect of accelerating the increase in the value of the Company's net assets at a time when the Company's portfolio is rising. The Company's level of gearing is under constant review by the Board who take into account the economic environment and market conditions when reviewing the level.
Regulatory Risk - The Company operates in a complex regulatory environment and faces a number of regulatory risks. A breach of section 1158 of the Corporation Tax Act 2010 could result in the Company being subject to capital gains tax on portfolio movements. Breaches of other regulations such as the UKLA Listing rules, could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers such as the Investment Adviser could also lead to reputational damage or loss. The Board monitors regulatory risks at its quarterly Board meetings and relies on the services of its Company secretary, JAM, and its professional advisers to ensure compliance with, amongst other regulations, the Companies Act 2006, the UKLA Listing Rules, the FCA's Disclosure Guidance and Transparency Rules and the Alternative Investment Fund Managers' Directive. In order to ensure that the Company remains compliant, the Board directly and via the Audit Committee/ Management Engagement Committee receives regular updates from the Investment Adviser and the Company's other key service providers. The Investment Adviser is contractually obliged to ensure that its conduct of business conforms to applicable laws and regulations.
Credit and Counterparty Risk - The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. Further details of the management of this risk can be found in Note 13 to the accounts of the Annual Report.
Loss of Key Personnel - The day-to-day management of the Company has been delegated to the Investment Adviser. Loss of the Investment Adviser's key staff members could affect investment return. The Board is aware that JAM recognises the importance of its employees to the success of its business. Its remuneration policy is designed to be market competitive in order to motivate and retain staff and succession planning is regularly reviewed. The Board also believes that suitable alternative experienced personnel could be employed to manage the Company's portfolio in the event of an emergency.
Operational - Failure of the core accounting systems, or a disastrous disruption to the Investment Adviser's business or that of the administration provider JPMCB, could lead to an inability to provide accurate reporting and monitoring.
Financial - Inadequate financial controls could result in misappropriation of assets, loss of income and debtor receipts and inaccurate reporting of net asset value per share. The Board annually reviews the Investment Adviser's report on its internal controls and procedures.
Details of how the Board monitors the operational services and financial controls of Jupiter and J.P. Morgan are included within the Internal Control section of the Report of the Directors.
Enterprise risk is reviewed twice a year, taking into its remit emerging risks as they become immediate, whist still maintaining a long-term perspective where they are evolving at a fast rate. Climate change and its potential impacts is under scrutiny at every meeting, this being the very purpose of the Company.
Climate Change - There are multiple risks of climate change or ESG on companies, either directly, through any third parties or through our investments in companies on shareholders' behalf. The impact of climate change risk has been considered and it is concluded that it does not have a material impact on the Company's investments. In line with UK adopted International Accounting Standards investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at the Statement of Financial Position date and therefore reflect market participants view of climate change.
Geopolitical - There is increasing risk to market stability and investment opportunities from geopolitical conflicts such as between Russia and Ukraine.
The Board reviews the investment portfolio to identify any stocks that could be impacted.
The Company has limited exposure to stocks within current conflict areas thereby mitigating this risk as far as possible.
Capital Gains Tax Information
The closing price of the ordinary shares on the first date of dealing for capital gain tax purposes was 99p.
Directors
Details of the Directors of the Company and their biographies are set out within the Report and Accounts.
The Company's policy on Board diversity is included in the Corporate Governance section of the Report of the Directors.
As at 31 March 2024, the Board comprises of one female and three male Directors.
Employees, Environmental, Social and Human Rights issues
The Company has no employees as the Board has delegated the day to day management and administration functions to JUTM, JAM and other third-party suppliers. There are therefore no disclosures to be made in respect of employees.
Integration of Environmental, Social and Governance ('ESG') considerations into the Investment Adviser's Investment Process
As described within the Investment Approach, the investment adviser is dedicated to environmental solutions. This means seeking long-term opportunities and allocating capital to companies focused on solving environmental challenges such as climate change and natural capital depletion. The integration of ESG risks and opportunities is fundamental to the investment decision-making process and to the ongoing stewardship of shareholder assets.
The integration of ESG risks and opportunities with respect to stock selection is centred on the six environmental themes described within the Investment Policy. The monitoring of assets is crucial, and the Investment Adviser understands the importance of active ownership. Where relevant, the investment adviser will engage on matters connected to financial performance, strategic execution, sustainability issues and corporate governance. The Investment Adviser will use engagement to obtain investor insights and where relevant to utilise its investor influence (either directly or collaboratively) to affect change or escalate concerns. This will be conducted at the discretion of the investment adviser.
The Investment Adviser is supported by the investment manager and specifically resources from the ESG Research & Integration team and Stewardship team.
Please refer to the investment manager's website for details concerning the group-wide:
■ Responsible Investment Policy
|
■ Proxy Voting Policy
|
■ Annual Stewardship Report |
Task Force on Climate-related Financial Disclosures
The Company's report on the UK's Task Force on Climate-related Financial Disclosures Report ('TCFD') discloses estimates of the portfolio's climate-related risks and opportunities according to the Financial Conduct Authority Environmental, Social and Governance Sourcebook and the Task Force on Climate-related Financial Disclosures Recommendation. It is available on the website: Task Force on Climate-Related Financial Disclosures - Jupiter Asset Management (jupiteram.com)
Jupiter Unit Trust Managers Limited also has a TCFD report which is available here: Task Force on Climate-Related Financial Disclosures - Jupiter Asset Management (jupiteram.com)
UK Stewardship Code and the Exercise of Voting Powers
The Investment Adviser supports the principles of the UK Stewardship Code 2020. The Investment Manager's parent, Jupiter Fund Management plc is the formal signatory under the UK Stewardship Code 2020. Please refer to the Investment Manager's website to access the Annual Stewardship Report.
As an active owner, the Investment Adviser recognises the importance of stewardship in relation to the pursuit of sustained value creation and sustainability outcomes. The Investment Adviser will be engaged in an array of issues and receives support from the Stewardship Team on matters connected with corporate governance and dialogue with management teams and company boards.
The exercise of rights and responsibilities through informed voting is fundamental to the Investment Adviser's stewardship approach. The Investment Adviser is ultimately accountable for voting decisions and receives support from the Stewardship Team to assess ballots and provide subject matter expertise regarding best practice. The Investment Adviser has access to third party proxy research but is not mandated to follow these recommendations.
Please refer to the Investment Manager's website for full voting disclosure.
Modern Slavery Act
The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human trafficking statement. As the Company has no employees and does not supply goods and services, it is not required to make such a statement.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations as the day to day management and administration functions have been outsourced to third-parties and it neither owns physical assets, property nor has employees of its own. It therefore does not have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report on Directors' Reports) Regulations 2013.
Section 172 Statement
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. This includes taking into consideration the likely consequences of their decisions on the long term and on the Company's stakeholders such as its shareholders, employees and suppliers, while acting fairly between stakeholders. The Directors must also consider the impact of the Company's decisions on the environment, the community and its reputation for maintaining high standards of business conduct.
The Company ensures that the Directors are able to discharge this duty by, amongst other things, providing them with relevant information and training on their duties. The Company also ensures that information pertaining to it is provided, as required, to the Directors as part of the information presented in regular Board meetings in order that stakeholder considerations can be factored into the Board's decision-making. The Directors' responsibilities are also 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. At all times the Directors can access as a Board, or individually, advice from its professional advisers including the company secretary and independent external advisers.
The Company's investment objective, to achieve capital and income growth over the long term, supports the Directors' statutory obligations to consider the long-term consequences of the Company's decisions. How the long-term focus of the Company is achieved, is set out in more detail in the Annual Report and above where the Investment Adviser's approach to environmental, social and governance issues is explained in the section entitled Integration of ESG considerations into the Investment Adviser's investment process. This approach is fundamental to the Company achieving long-term success for the benefit of all of its stakeholders.
The Company's corporate purpose is to generate a total return by investing in companies which are developing and implementing solutions for the world's environmental challenges. The Company is also aware of its own potential impact on the environment and has a number of practical policies in place to reduce that impact. Examples include the use and sharing of electronic documents by the Board rather than printing documentation and the provision of electronic copies of the annual report and accounts which are available to shareholders and others on the Company website. Where physical copies of the annual and half yearly financial reports are made, they use materials and processes designed to both minimise the environmental impact and to maximise the recycling potential as described in more detail on the inside back cover of this document. The proxy voting form previously printed in the annual report and accounts and posted back to the registrars has been removed and shareholders are invited to vote via the registrar's secure portal. The Board will continue to review its travel arrangements and will seek to minimise physical meetings. The Directors as a matter of course continue to seek new opportunities and to make use of new technologies and processes that will further enhance environmental operation of the Company.
Engagement with stakeholders and the effect on principal decisions
The Shareholders - The shareholders of the Company are both institutional and retail in nature and details of those with substantial shareholdings are detailed within the Report and Accounts.
The Board believe that shareholders have a vital role in encouraging a higher level of corporate performance and is committed to listening to the views of its shareholders and giving useful and timely information by providing open and accessible channels of communication including those listed below.
The AGM - The Company encourages participation from shareholders at its AGMs where they can communicate directly with the Directors and investment adviser. Given the environmental ethos of the Company shareholders are encouraged to submit their votes by proxy ahead of the meeting, or attend the meeting remotely, rather than attending in person. Further details of how the AGM will be held can be found within the Report and Accounts. The Board and investment adviser welcome your questions which may be submitted to Nick.Black@jupiteram.com. Subject to confidentiality, we will respond to any questions submitted either directly or by publishing our response on the company's website. All views of the shareholders will be taken into consideration and action taken where appropriate.
Online Information - The Company's website (www.jupiteram.com/JGC) contains the Annual and Half Yearly Financial Report along with monthly factsheets and commentaries and video updates from the investment adviser. The daily NAV per share, monthly top ten portfolio listings, dividend announcements and various regulatory announcements can be found on the regulatory news service of the London Stock Exchange.
Shareholder Communications
Shareholders can raise issues or concerns at any time by writing to the Chairman or the Senior Independent Director at the registered office.
Further details about how the Board incorporates the views of the company's shareholders in its decision-making process can be found in the UK Stewardship Code and the Exercise of Voting Powers section. Further information about how the Board ensures that each director develops an understanding of the views of the Company's shareholders and can be found in the section entitled Shareholder Relations.
The Investment Adviser
The investment management function is critical to the long-term success of the Company. The Board and the investment adviser maintain an open and constructive relationship, with meetings taking place a minimum of four times per annum with monthly updates and additional meetings as circumstances require. The Audit Committee meets at least twice a year and as part of its role considers the internal controls put in place by the investment adviser. The 'Management of the Company' section in the report details the Board's consideration of the investment adviser's performance, its terms of appointment and their annual assessment of its continued stewardship of the portfolio and its oversight of the administrative functions.
The day to day responsibilities of the Company are delegated to the investment adviser who is the key service provider and supplies investment management, administration and Company secretarial services. The investment adviser oversees the activities of the Company's other third-party suppliers on behalf of the Company and maintains open and collaborative relationships to maintain quality, efficiency and cost control through regular communication with dedicated members of the investment adviser's operational teams. The Board regularly reviews reports from its investment adviser, the AIFM, the depositary, the Company broker, the investor relations research provider and the auditors. These provide vital information concerning changes in market practice or regulation which affect the Company and assist the Board in its decision-making process. Representatives from these providers attend Company Board meetings and give presentations on a regular basis enabling in depth discussions concerning both their findings and their performance.
The Board reviews the culture and values of the investment adviser as part of its ongoing assessment of its performance to ensure these are aligned to those of the Board. Further information on the investment adviser's culture and values can be found in the 'Integration of ESG considerations into the investment adviser's investment process' section of the Annual Report.
Investee companies
On the Company's behalf, the Investment Adviser engages with investee companies and updates the Board on material developments affecting individual investee companies. The Investment Adviser has discretionary authority to exercise voting rights on behalf of the Company on resolutions proposed by investee companies.
Corporate broker and retail marketer
The Company's broker, Cavendish (previously known as finnCap), and retail marketer, Kepler Partners LLP, attend all quarterly Board meetings and support the Board in its strategic decisions on growing the Company. The Company's broker has published research on the Company and frequently engages with potential investors on the Company's behalf.
Public relations advisors
The Company works with its public relations adviser, SEC Newgate, to raise the Company's profile through press and media activity.
The Association of Investment Companies ('AIC')
The Company is a member of the AIC and provides regular reporting on the Company to the AIC. The Company engages with AIC consultations such as voting on the AIC Board elections.
Other third-party suppliers
As an externally managed investment Company with no employees or physical assets, the principal stakeholders of the Company are its shareholders, investment adviser, AIFM, depositary, custodian, administrator and registrar.
The Investment Adviser works with the key service providers to ensure the adequacy of the services provided to the Company. On occasion, representatives of the key service providers are invited to attend to present to the Board in addition to the regular updates provided by the Investment Adviser.
Principal Decisions
The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board discussions that appropriate attention is given to the short and long-term benefits for stakeholders. Examples of significant Board discussions and decisions made in the period are set out below:
Issue | How we engage | Decision |
Discount management | The Board continues to monitor the Company's discount to ensure that it is in a position to issue shares to grow the Company when market conditions allow. In July 2021 the Board discussed utilising the share buyback programme alongside the share issuance programme to balance supply and demand and manage the Company's discount. | Following discussion at the Board and with the Company's broker, the Board decided to use the share buy-back programme within agreed parameters. This resulted in a decision to buyback 2,031,011 ordinary shares of the Company during the year.
With the discount widening since the year end, the Board are evaluating options in relation to the future of the Company. |
Board evaluation | The Board has not arranged an externally facilitated evaluation during this period, although this is considered by the Board on a regular basis. | The independent non-executive directors undertake on, an annual basis, an appraisal in relation to their oversight and monitoring of the performance of the investment adviser and other key service providers.
In addition the directors undertake, on an annual basis, a written assessment of the effectiveness of the Board as a whole by completion of a formal evaluation questionnaire. The SID also leads a formal evaluation of the performance of the Chairman. |
Board succession | The Nomination Committee undertakes an annual evaluation of the composition of the Board and its committees taking into account the requirements of the AIC Code. Appropriate recommendations will then be made to the Board in respect of the need to refresh the composition of the Board and its committees. | In the Interim Report and Accounts, the Chairman noted his intention to step down from the Board as a result of length of tenure. As a result, the Nomination Committee have been looking for replacements for both the Chair of the Board and Simon Baker, who is also approaching the limit of his tenure. However, these searches have now been put on hold due to the difficulty of finding suitable successors due to the size of the Company and the prevailing structural challenges it faces. As such, the Board composition will remain as it was during the 12 months under review. |
Loan | The Company may utilise gearing at the director's discretion for the purpose of financing the Company's portfolio and enhancing shareholder returns. | A revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million was approved by the Board, and the Investment Adviser has been authorised by the Board to draw down for investment purposes.
The Loan facility has been drawn down to £3 million of the £5 million facility. |
Third-Party suppliers | The continuance, or otherwise, of engagement of key third-party service providers are principal decisions taken by the Board every year. | During the year the Board agreed that with effect from 1 April 2024, Northern Trust be appointed Administrator & Depositary for the Company. |
Geopolitical Considerations | Given the conflicts in various parts of the globe the Board has considered what impact this may have on the Company. | The Board has discussed the investment risks and risks in respect of third parties. The Board considers that the levels of risk within the Company are acceptable and in line with its investment objective. |
In Summary
The structure of the Board and its various committees and the decisions it makes are underpinned by the duties of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the Company depends upon taking into account the interests of all the Company's key stakeholders.
Michael Naylor
Chairman
24 July 2024
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and financial statements in accordance with UK adopted International Accounting standards.
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the return or loss of the Company for that period.
In preparing those financial statements, the Directors are required to:
a) select suitable accounting policies in accordance with UK adopted International Accounting standards 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
|
b) present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information
|
c) provide additional disclosures when compliance with the specific requirements in UK adopted International Accounting standards is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance
|
d) state that the Company has complied with UK adopted International Accounting standards subject to any material departures disclosed and explained in the financial statements; and |
e) make judgements and estimates that are reasonable and prudent. |
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website www.jupiteram.com/JGC. The work carried out by the auditors does not include consideration of the maintenance and integrity of the website and accordingly the auditors accept no responsibility for any changes that have occurred to the financial statements when they are presented on the website.
The financial statements are published on www.jupiteram.com/JGC, which is a website maintained by Jupiter Asset Management Limited.
Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations.
Each of the Directors, who are listed the report, confirm to the best of their knowledge that:
a) the financial statements, prepared in accordance with UK adopted International Accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
|
b) the report includes a fair view of the development and performance of the business and the position of the Company together with a description of the principal and emerging risks and uncertainties that the Company faces; and
|
c) in their opinion, the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy |
So far as each Director is aware at the time the report is approved:
a) there is no relevant audit information of which the Company's Auditors are unaware; and
|
b) the Directors have taken all steps required of a Company director to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information. |
By order of the Board
Michael Naylor
Chairman
24 July 2024
Statement of Comprehensive Income
for the year ended 31 March 2024
| | Year ended 31 March 2024 | Year ended 31 March 2023 | ||||
|
| Revenue | Capital | Total | Revenue | Capital | Total |
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Loss on investments at fair value through | | | | | | | |
profit or loss | | - | 182 | 182 | - | (265) | (265) |
Foreign exchange (loss)/gain | | - | 465 | 465 | - | 465 | 465 |
Income | 3 | 705 | - | 705 | 759 | - | 759 |
Total income | | 705 | 84 | 705 | 759 | 200 | 959 |
Investment management fee | 4 | (86) | (257) | (343) | (92) | (277) | (369) |
Other expenses | 5 | (412) | - | (412) | (539) | - | (539) |
Total expenses | | (498) | (257) | (755) | (631) | (277) | (908) |
Net return/(loss) before finance costs and tax | | 207 | (173) | 34 | 128 | (77) | 51 |
Finance costs | | (48) | (144) | (192) | (27) | (82) | (109) |
Return/(loss) on ordinary activities | | | | | | | |
before taxation | | 159 | (317) | (158) | 101 | (159) | (58) |
Taxation | | (79) | - | (79) | (91) | - | (91) |
Net return/(loss) after taxation | | 80 | (317) | (237) | 10 | (159) | (149) |
Return/(loss) per ordinary share | 7 | 0.40p | (1.58)p | (1.18)p | 0.05p | (0.75)p | (0.70)p |
Diluted return/(loss) per ordinary share | 7 | 0.40p | (1.58)p | (1.18)p | 0.05p | (0.75)p | (0.70)p |
* There is no other comprehensive income and therefore the 'Net loss after taxation' is the total comprehensive expense for the year.
The total column of this statement is the income statement of the Company, prepared in accordance with UK adopted international accounting standards. The supplementary revenue return and capital return columns are both prepared under guidance produced by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations.
Statement of Financial Position as at 31 March 2024
| | 2024 | 2023 |
| Note | £'000 | £'000 |
Non current assets | | | |
Investments held at fair value through profit or loss | | 49,686 | 55,002 |
Current assets | | | |
Prepayments and accrued income | | 124 | 1,459 |
Cash and cash equivalents | | 3,670 | 2,954 |
| | 3,794 | 4,413 |
Total assets | | 53,480 | 59,415 |
Current liabilities | | | |
Other payables | | (3,162) | (4,837) |
Total assets less current liabilities | | 50,318 | 54,578 |
| | | |
Capital and reserves | | | |
Called up share capital | | 34 | 34 |
Share premium | | 2,485 | 2,468 |
Redemption reserve* | | 239 | 239 |
Retained earnings* | | 47,560 | 51,837 |
Total equity shareholders' funds | | 50,318 | 54,578 |
Net Asset Value per ordinary share | | 263.59p | 258.58p |
Diluted Net Asset Value per ordinary share | | 263.13p | 259.86p |
* Under the company's Articles of Association, dividends may be paid out of any distributable reserve of the company.
Approved by the Board of directors and authorised for issue on 24 July 2024 and signed on its behalf by:
Michael Naylor
Chairman
Company Registration Number 05780006
Statement of Changes in Equity for the year ended 31 March 2024
| Share | Share | Redemption | Retained | |
| Capital | Premium | Reserve | Earnings | Total |
For the year ended 31 March 2024 | £'000 | £'000 | £'000 | £'000 | £'000 |
Balance at 31 March 2023 | 34 | 2,468 | 239 | 51,837 | 54,578 |
Net loss for the year | - | - | - | (237) | (237) |
Ordinary shares reissued from treasury | - | 17 | - | 18 | 35 |
Ordinary shares repurchased | - | - | - | (4,058) | (4,058) |
Balance at 31 March 2024 | 34 | 2,485 | 239 | 47,560 | 50,318 |
| | | | | |
| Share | Share | Redemption | Retained | |
| Capital | Premium | Reserve | Earnings | Total |
For the year ended 31 March 2023 | £'000 | £'000 | £'000 | £'000 | £'000 |
Balance at 31 March 2022 | 34 | 2,465 | 239 | 52,652 | 55,390 |
Net loss for the year | - | - | - | (149) | (149) |
Ordinary shares reissued from treasury | - | 3 | - | 3 | 6 |
Ordinary shares repurchased | - | - | - | (669) | (669) |
Balance at 31 March 2023 | 34 | 2,468 | 239 | 51,837 | 54,578 |
Dividends paid during the period were paid out of revenue reserves.
Cash Flow Statement for the year ended 31 March 2024
| | 2024 | 2023 |
| Note | £'000 | £'000 |
Cash flows from operating activities | | | |
Investment income received (gross) | | 702 | 712 |
Deposit interest received | | 48 | 27 |
Investment management fee paid | | (349) | (338) |
Other cash expenses | | (488) | (475) |
Interest paid | | (192) | (109) |
Net cash outflow from operating activities before taxation | | (279) | (183) |
Taxation | | (79) | (91) |
Net cash outflow from operating activities | | (358) | (274) |
Net cash flows from investing activities | | | |
Purchases of investments | | (6,711) | (12,177) |
Sale of investments | | 11,906 | 10,989 |
Net cash outflow from investing activities | | 5,195 | (1,188) |
Cash flows from financing activities | | | |
Shares repurchased | | (4,058) | (669) |
Shares reissued from treasury | | 35 | 6 |
Net cash outflow from financing activities | | (4,023) | (663) |
Increase/(decrease) in cash | | 814 | (2,125) |
Change in cash and cash equivalents | | | |
Cash and cash equivalents at start of year | | 2,954 | 4,614 |
Realised (loss)/gain on foreign currency | | (98) | 465 |
Cash and cash equivalents at end of year | | 3,670 | 2,954 |
Notes to the accounts
1. Accounting policies
The Accounts comprise the financial results of the Company for the year to 31 March 2024. The Accounts are presented in pounds sterling, as this is the functional currency of the Company. The Accounts were authorised for issue in accordance with a resolution of the directors on 24 July 2024. All values are rounded to the nearest thousand pounds (£'000) except where indicated.
The accounts have been prepared in accordance with UK adopted International Accounting Standards.
Where presentational guidance set out in the Statement of Recommended Practice (SORP) for Investment Trusts issued by the Association of Investment Companies (AIC) in April 2021 is consistent with the requirements of UK adopted International Accounting Standards, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
Basis of preparation
In preparing these financial statements the Directors have considered the impact of climate change risk as a principal risk, and have concluded that it does not have a material impact on the Company's investments. In line with IFRS investments are valued at fair value, which for the Company are quoted prices for the investments in active markets at the Balance Sheet date and therefore reflect market participants view of climate change risk.
The financial statements have been prepared on a going concern basis, with material uncertainty, and under the historical cost convention modified by the revaluation of investments held at fair value through profit or loss. In considering this, the directors took into account the Company's investment objective, risk management policies and capital management policies, the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses as for the period to 31 July 2025, which is a period of at least 12 months from the date the financial statements were authorised for issue.
The Board is currently evaluating options for the future of the business in recognition that it may be in the best interests of shareholders for the Company not to continue in its present form. At this point in time, there can be no certainty as to the outcome of this evaluation and the Board will notify the market at the appropriate time. Whilst there can be no certainty as to the outcome of this evaluation within 12 months of the approval of these financial statements, and therefore while there remains a material uncertainty, the Board has prepared the financial statements on a going concern basis. The financial statements do not contain the adjustments that would result if the Company were unable to continue as a going concern.
(a) Income recognition
Income includes dividends from investments quoted ex-dividend on or before the date of the Statement of Financial Position.
Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive Income.
Special dividends are treated as repayment of capital or as revenue depending on the facts of each particular case.
Bank interest and interest on short-term deposits are accrued up to the period end date are taken to the revenue return column of the Statement of Comprehensive Income.
(b) Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies (AIC), supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the statement.
Investment Management fees and finance costs are charged 75 per cent. to capital and 25 per cent. to revenue (2023: 75 per cent. to capital and 25 per cent. to revenue). All other operational costs (including administration expenses to capital) are charged to revenue.
(c) Basis of valuation of investments
Investments are recognised and derecognised on a trade date where a purchase and sale of an
investment is under contract whose terms require delivery of the investment within the timeframe established by the market transaction concerned, and are initially measured at transaction cost, being the consideration given.
All investments are classified as held at fair value through profit or loss. All investments are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income in the period in which they arise.
The fair value of listed investments on the last reporting date being 28 March 2024 is based on their quoted bid price at the reporting without any deduction for estimated future selling costs.
Foreign exchange gains and losses on fair value through profit and loss investments are included within the changes in the fair value of the investments.
For investments that are not actively traded and/or where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques. These techniques may draw, without limitation, on one or more of: the latest arm's length traded prices for the instrument concerned; financial modelling based on other observable market data; independent broker research; or the published accounts relating to the issuer of the investment concerned.
(d) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risks of changes in value.
(e) Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date.
Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column depending on the nature of the underlying item.
(f) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Statement of Financial Position.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised.
Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation of capital gains.
(g) Accounting developments
At the date of authorisation of the financial statements, the following amendment to the UK adopted International Accounting Standards and Interpretations was assessed to be relevant and is effective for annual periods beginning on or after 1 January 2024:
IAS 1: Classification of Liabilities as Current or Non-current - Amendments to UK adopted International Accounting Standards 1. Effective for annual reporting periods beginning on or after 1 January 2024.
Definition of Accounting Estimates - Amendments to UK adopted International Accounting Standards IAS 8. Effective for annual reporting periods beginning on or after 1 January 2024.
Disclosure of Accounting Policies - Amendments to UK adopted International Accounting Standards IAS 1 and IFRS Practice Statement 2. Effective for annual reporting periods beginning on or after 1 January 2024.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to UK adopted International Accounting Standards 12. Effective for annual reporting periods beginning on or after 1 January 2024.
The directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the financial statements of the Company in future periods.
2. Significant accounting judgements, estimates and assumptions
Management have not applied any significant accounting judgements to this set of Financial Statements or those of the prior period other than the allocation of special dividends received between revenue and capital.
The allocation is dependent upon the underlying reason for the payment. Examples of capital events which would result in the dividend being allocated to capital is a return of capital to shareholders or proceeds from the disposal of assets. Examples of revenue events which would result in the dividend being allocated to revenue are the distribution of excess or exceptional profits in the year. The circumstances are reviewed by the manager making recommendations to the Board who determine the appropriate allocation.
The management make no significant accounting estimates.
3. Income
| Year ended | Year ended |
| 31 March 2024 | 31 March 2023 |
| £'000 | £'000 |
| | |
Income from investments | | |
Dividends from overseas companies | 657 | 732 |
Deposit interest | 48 | 27 |
Total income | 705 | 759 |
Special dividends received in the year amounted to £0.02m (2023: £0.02m) allocated to revenue and £nil (2023: £nil) allocated to capital.
4. Investment management fee
| Year ended 31 March 2024 | Year ended 31 March 2023 | ||||
| Revenue | Capital | Total | Revenue | Capital | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
Investment management fee | 86 | 257 | 343 | 92 | 277 | 369 |
75% (2023: 75%) of the investment management fee is treated as a capital expense.
5. Other expenses
| Year ended 31 March 2024 | Year ended 31 March 2023 | ||||
| Revenue | Capital | Total | Revenue | Capital | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
Directors' remuneration | 107 | - | 107 | 107 | - | 107 |
Auditors' remuneration including VAT - audit | 66 | - | 66 | 62 | - | 62 |
Fund accounting | 54 | - | 54 | 56 | - | 56 |
Broker fees | 36 | - | 36 | 45 | - | 45 |
Registrar services | 51 | - | 51 | 22 | - | 22 |
Professional and legal fees | - | - | - | 49 | - | 49 |
Public Relations Fee | 36 | - | 36 | - | - | 36 |
Other | 62 | - | 62 | 162 | - | 162 |
| 412 | - | 412 | 539 | - | 539 |
6. Ongoing charges
| Year ended | Year ended |
| 31 March 2024 | 31 March 2023 |
| £'000 | £'000 |
| | |
Investment management fees | 343 | 369 |
Other expenses | 412 | 539 |
Total expenses (excluding finance costs) | 755 | 908 |
Average net assets | 48,899 | 52,866 |
Ongoing charges % | 1.54 | 1.72 |
7. Earnings per ordinary share
The earnings per ordinary share figure is based on the net loss for the year of £237,000 (2023: net loss £149,000) and on 20,120,482 (2023: 21,300,543) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as below.
| Year ended | Year ended |
| 31 March 2024 | 31 March 2023 |
| £'000 | £'000 |
| | |
Net revenue gain | 80 | 10 |
Net capital loss | (317) | (159) |
Net total loss | (237) | (149) |
Weighted average number of ordinary shares in issue during the year used for the | | |
purposes of the undiluted calculation | 20,120,482 | 21,300,543 |
Weighted average number of ordinary shares in issue during the year used for the | | |
purposes of the diluted calculation | 20,120,482 | 21,300,543 |
Diluted/Undiluted | | |
| | |
Revenue gain per ordinary share | 0.40p | 0.05p |
Capital losses per ordinary share | (1.58)p | (0.75)p |
Total losses per ordinary share | (1.18)p | (0.70)p |
Diluted |
|
|
Revenue gain per ordinary share | 0.40p | 0.05p |
Capital losses per ordinary share | (1.58)p | (0.75)p |
Total losses per ordinary share | (1.18)p | (0.70)p |
8. Related parties
Jupiter Unit Trust Managers Limited ('JUTM'), the Alternative Investment Fund Manager, is a Company within the same group as Jupiter Asset Management Limited ('JAM'), the investment adviser. JUTM receives an investment management fee as set out below.
JUTM is contracted to provide investment management services to the Company subject to termination by not less than twelve months' notice by either party. The basis for calculation of the management fee charged to the Company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to £250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of any Jupiter managed investments.
The management fee payable to JUTM for the period 1 April 2023 to 31 March 2024 was £342,792 (year to 31 March 2023: £369,162) with £58,542 (31 March 2023: £64,344) outstanding at period end.
There are no transactions with the Directors other than aggregated remuneration for services as Directors as disclosed in the Directors' Remuneration Report and as set out in Note 5 to the Accounts and the beneficial interests of the Directors in the Ordinary shares of the Company.
The company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year end (31 March 2023: Nil). No investment management fee is payable by the company to Jupiter Asset Management Limited in respect of the company's holdings
in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or investment adviser.
All transactions with related parties were carried out on an arm's length basis.
9. Contingent liabilities and capital commitments
There were no contingent liabilities or capital commitments at 31 March 2024 (2023: Nil).
10. Post balance sheet events
Since the year end (1 April to 24 July 2024) 114,003 ordinary shares were repurchased to be held in treasury and no ordinary shares were re-issued from treasury.
11. Availability of Annual Report and Accounts
A copy of the Annual Report & Accounts will also be available for download from the company's section of Jupiter Asset Management's website www.jupiteram.com/JGC
A copy of the Annual Report & Accounts will also be submitted to the FCA's National Storage Mechanism and will soon be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Annual Report and Accounts will shortly be posted to those registered shareholders who have elected to receive a hard copy.
For further information, please contact:
Investment manager | Jupiter Asset Management | |
Media enquiries | Jupiter Asset Management | |
| SEC Newgate (Chairman) | 07960 342 503 |
Corporate Broker | Cavendish |
Nick Black
Client Group
Jupiter Asset Management Limited, Company Secretary
25 July 2024
[END]
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.