Chelverton UK Dividend Trust plc: Final Results
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Chelverton UK Dividend Trust plc (SDVP) Chelverton UK Dividend Trust plc: Final Results Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. Chelverton UK Dividend Trust PLC
Annual Results for the year to 30 April 2022
Printed copies of the Annual Report will be sent to shareholders shortly. Additional copies may be obtained from the Corporate Secretary - Maitland Administration Services Limited, Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY.
The financial information set out below does not constitute the Company's statutory accounts for the year ended 30 April 2022. The financial information for 2022 is derived from the statutory accounts for that year. The auditors, Hazlewoods LLP, have reported on the 2022 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report. The financial information for 2021 is derived from the statutory accounts for that year. The following text is copied from the Annual Report & Accounts.
Strategic Report
Financial Highlights
* Adding back dividends paid in the year. ** Calculated in accordance with the Association of Investment Companies (‘AIC’) guidelines. Based on total expenses, excluding finance costs, for the year and average net asset value. *** Based on gross assets.
Chairman’s Statement It gives me great pleasure to introduce this Annual Report, my final one, for the financial year to 30 April 2022 to shareholders.
The last 12 months have been extremely challenging. Although it seems a very long time ago, the first few months of the Company’s year were still subject to lockdown regulations. An easing commenced from July 2021; however, the sudden emergence of the Omicron Covid variant towards the end of the calendar year recreated the problems arising from the global Covid-19 pandemic and caused considerable economic uncertainty for an important period. Nevertheless, your Company continued to recover, benefitting from a strong recovery in the performance of its investee companies and, at that time, an improving business and economic outlook in the UK.
However, the invasion of Ukraine by Russia on the 24 February has exacerbated all of the uncertainty in the global economy and has led to a sharp downward movement in the shares held by your company.
With a highly UK centric portfolio, only invested in smaller UK AIM traded and Listed companies, in a “risk-off” environment the shares tend to fall rather more than constituents of the FTSE 100, notwithstanding the fact that the underlying trading performance of the companies is very satisfactory. However, history, and indeed empirical studies, have shown a recovery will take place, in time, leading to longer term outperformance
Results The Company’s net asset value per ordinary share as of 30 April 2022 was 198.47p (2021: 227.07p), a decrease over the year of 12.60% with an ordinary share price of 192.50p per share (2021: 220.00p). Total assets, including audited revenue reserves, were £58.805m (2021: £64.013m), a decrease over the year of 8.14%, and the total net assets were £41.382m (2021: £47.345m). During the same period the MSCI Small Cap Index decreased by 15.22%.
The Company was launched on 12 May 1999, and over this time the net asset value per Ordinary share has risen by 106.7% and in addition a total of 217.12p has been paid in this period in dividends, including the fourth interim dividend announced with this report.
In the year total dividends of 11.00p per Ordinary share were paid and proposed, including the fourth interim dividend of 2.75p. The total dividend in 2022 represents an increase of 7.1% year on year (2021: 10.272p). The Company has partially used its revenue reserves, built over many years, to declare the core dividend.
The underlying portfolio yield has increased this year as our investee companies have continued to grow their dividends. As a result of the policy over the past twelve years of growing the annual dividend and retaining to revenue reserves the maximum permitted under the legislation, the Company is in a strong position and can continue to pay its dividend for some time from accumulated reserves should it be required. The Board is confident that the Company is well positioned to grow further the annual dividend, assuming more favourable macro-economic conditions over the medium term.
The Company’s portfolio is currently invested in 74 companies spread across 17 sectors. This spread creates a well-diversified portfolio which should, in the future, lead to a strong return of dividend income and, subsequently, steady revenue growth and, in time, capital growth.
Capital structure There was no change to the number of shares in issue during the year. We have been regularly asked to issue new shares to meet market demand. However, the Board’s policy is that it will only consider issuing new shares if it can do so at a premium to NAV which is sufficient not only to cover all the costs of issuance but also to recognise the value of the revenue reserves that have been built up over many years by retaining profits which would otherwise have been distributed to holders of the existing share capital. Provided these criteria are met, the issue of new shares will enhance net asset value per share, and the increase in the size of the Company should improve liquidity in the market for its shares while making it more attractive to potential new investors.
If the issue of new shares is considered in the future, the Board will consider the two factors discussed above, and the potential to improve the underlying performance and returns of the company for the benefit of all shareholders.
Dividend As briefly discussed in the Results section, the Board has declared a fourth interim dividend of 2.75p per Ordinary share (2021: 2.50p) which, when added to the three quarterly interim dividends of 2.75p per Ordinary share, brings the total paid and declared to 11.0p (2021: 10.0p) for the year ended 30 April 2022, an increase of 10.0% over the previous year. Under the dividend distribution policy, the Board has not declared a special dividend (2021: 0.272p) to be paid with the fourth interim dividend. The Company has revenue reserves which after payment of the fourth interim dividend represent some 81.7% of the current annual dividend or some 9.0p per Ordinary share.
The Board is committed to progressively improving the Company’s dividend for investors and as such has decided that the four interim dividends paid in respect of the financial year ending 30 April 2023 will very likely exceed, but in any event will not be less than, that paid in respect of the financial year ended 30 April 2022.
Board Changes I would like to thank William van Heesewijk who retired from the Board after 17 years of long and valued service. In his place we welcome Denise Hadgill who has extensive experience of investment management and will be a strong addition to the Board. I also welcome Howard Myles as my successor as Chairman. Howard has been a member of the Board since 2011 and became Chairman of the Audit Committee in 2016.
Outlook There is ongoing uncertainty in the world’s economies and in their recovery across all sectors, from the recent impact of the Covid-19 instigated lockdowns and the more recent impact of the war in Ukraine. The well documented increase in the price of energy, raw materials and foodstuffs is also a great concern.
Chelverton, the investment managers of the Company, meet and discuss these issues with all the companies in the portfolio, and they tell us that, generally, the investee companies are managing the current tricky situation. The companies’ management teams are redoubling their efforts to improve efficiencies and to reduce the labour required in their businesses. This will be very important, with a reported 500,000 people having taken themselves out of employment, compounded by up to a further one million European workers who have chosen not to return, yet, to the UK.
Inflation, about which people have been too complacent, will in all probability continue to rise this year but will moderate somewhat next year as the rises in the first half of this year fall out of the annual calculation. Future inflation will depend on the Bank of England and whether inflation becomes embedded.
I have very much enjoyed being Chairman of your Company over the past tumultuous period, seeing the companies and the portfolio recovering from one upset and then another. The managers of the companies are always striving to improve their businesses and to make them more resilient. I am sure that the evidence of these efforts will be seen in the future.
Lord Lamont of Lerwick Chairman 29 June 2022
Investment Manager’s Report In the year to 30 April 2022 there was a 12.60% decline in the Company’s net asset value per share from 227.07p to 198.47p. During the same period the MSCI Small Cap Index decreased by 15.22%. At the same time the core dividend increased 10% to 11.0p, in line with the intentions outlined in September 2021. The Company has not paid a special dividend in respect of the 2021/2022 financial year, in line with the dividend policy announced in March 2019.
It should be noted that prior to the Covid-19 pandemic it had been the Manager’s intention to deliver a 7% increase in the core dividend for the year to April 2021. However, given the unprecedented reduction in dividends and uncertainty across the market at the time of the first interim dividend decision, we prudently took a more conservative approach to dividend growth, delivering a 4.2% increase in the core dividend in the year. By the time of the full year results in June 2021 we had the confidence to boost the core dividend to the level originally planned via a special dividend of 0.272p. The 11.0p dividend for the year to April 2022 represents a 7.1% increase on the total dividends paid in the year to April 2021.
The year to April 2022 has been a challenging one. After a strong recovery from the depths of the pandemic, companies have had to deal with new strains of the virus and associated restrictions, supply chain challenges, rising inflation, a shortage of skilled workers and now the impact of the appalling war in Ukraine. The stock market tends to react poorly to uncertainty so, in the face of continuing shocks to the system, it is not surprising that share prices have suffered. Our investee companies have, on the whole, navigated these challenges well. The recent reporting season saw the majority of companies report an in-line set of results which, in many cases, could have been even better were it not for supply chain challenges constraining revenues. Despite the solid underlying trading performance, the market has been de-rated, resulting in the 12.6% decline in Company NAV, almost all of which came in the second half of the year. While this is slightly better than the fall in the MSCI Small Cap Index, it is nevertheless disappointing to see a reduction in NAV, particularly when we believe the improvements made during the pandemic mean that our companies are in better shape now than they were in 2019.
On a more positive note, the underlying performance of our companies was reflected in good cash generation and dividends which were generally in-line or ahead of expectations. This has allowed us to continue rebuilding the income account after the pandemic shock, while also building positions in companies which we believe will deliver strong capital growth in the coming years. Dividend income grew 51% in the year to £2.58m (2021: £1.71m), reflecting the strong recovery in dividend payments. We continued to utilise the revenue reserves built up prior to the pandemic in the year in order to maintain our desired dividend trajectory for the Company, however the rebound in dividend payments saw our reliance on revenue reserves reduce. We expect this trend to continue into the current year.
It is our fundamental belief that strong operational management, good cash generation and growing dividends result in rising share prices over the medium term. Now that the majority of companies have returned to paying dividends, we expect an element of yield support to protect ratings during turbulent times. Many of the positives we have previously talked about coming out of the pandemic have yet to be appreciated given the uncertain macro environment. This gives us confidence that our portfolio of companies is well placed to deliver over the coming years.
Portfolio review The general de-rating of UK equities has resulted in a pickup in corporate activity across the market. Within our portfolio, Brewin Dolphin received a recommended bid from RBC at an attractive premium and we took the opportunity to exit our position at close to the offer price so we could reinvest the cash. Randall & Quilter also received an opportunistic approach from its largest shareholder, although this has since been rejected by the wider shareholder base. Just after the period end we also saw a recommended bid by KKR for ContourGlobal. While the offer price represents a reasonable premium over the previous market price, we will be sorry to lose a solid cash generator which paid a very attractive dividend. In addition to the takeovers, we have sold six positions in their entirety (2021: 8): Babcock, DX, Flowtech, Go Ahead, ShoeZone and Strix Group. We have however started a new position in Strix Group more recently as the shares had de-rated significantly and offered an attractive yield again.
Shareholdings were reduced in those companies that outperformed during the period including: Bloomsbury Publishing, Braemar Shipping Services, Epwin Group, Jarvis Securities, Redde Northgate, Clarke (T.), TheWorks.co.uk, Tyman and Vertu Motors, all after strong share price performance.
Eight new shareholdings were added to the Company’s portfolio in the year (2021: 8), including: DSW Capital – a challenger mid-market professional services business; Kitwave Group – an independent impulse product wholesaler; Spectra Systems – an IP led business focussing on secure transaction technology; Springfield Properties – a Scottish housebuilder; and speciality chemicals business, Synthomer. Shareholdings were also increased in 20 companies (2021: 33) which were in the portfolio at the start of the year, including Bakkavor, ContourGlobal, Duke Royalty, Hargreaves Services, iEnergizer, MP Evans and Palace Capital.
Outlook The market is currently coming to terms with a phenomenon which it has not experienced for quite some time, namely inflation. In times of uncertainty there is usually a “flight to liquidity”, and we have seen this occur this time around, to the detriment of the small and mid-cap stocks in which we invest. As noted above however, the solid underlying performance and low valuations in our part of the market have sparked an increase in corporate activity, a sure sign that there is value in the market.
We have also seen a marked increase in the number of companies undertaking share buy-backs, another consequence of current valuations combined with good cash generation and strong balance sheets. As long as buy-backs are instigated alongside an appropriate dividend policy, and the shares are subsequently cancelled, buy-backs are a positive for our stocks, as they should ultimately result in faster dividend growth in future years.
Supply chain challenges are likely to remain in the short to medium term, however good management teams are finding ways to adapt to the current climate. One consequence of this is higher levels of inventory throughout the system, something we will need to keep an eye on as this should unwind to some degree as and when supply chains become more predictable. We are unlikely to see a return to the positive earnings forecast momentum seen at the beginning of last year until management teams feel they are able to predict macro conditions more accurately; however, we take comfort from the fact that our companies have kept forecasts on the conservative side coming out of the pandemic. This, combined with the operational improvements made over the last few years at our investee companies and the attractive dividend yields currently available, gives us a significant degree of confidence looking into the medium term.
David Horner Chelverton Asset Management Limited 29 June 2022
Breakdown of Portfolio by Industry
Portfolio Statement
Investment Objective and Policy The investment objective of the Company is to provide Ordinary shareholders with a high income and the opportunity for capital growth, having provided a capital return sufficient to repay the full final capital entitlement of the Zero Dividend Preference shares issued by the wholly-owned subsidiary company SDVP.
The Company’s investment policy is that:
Performance Analysis using Key Performance Indicators At each quarterly Board meeting, the Directors consider a number of key performance indicators (‘KPIs’) to assess the Group’s success in achieving its objectives, including the net asset value (‘NAV’), the dividend per share and the total ongoing charges.
Principal Risks The Directors confirm that they have carried out a robust annual assessment of the principal risks facing the Company, including those that would threaten its objectives, business model, future performance, solvency or liquidity. The Board regularly monitors the principal risks facing the Company, the likelihood of any risk crystallising, the potential implications for the Company and its performance, and any additional mitigation that might be introduced. Mitigation of these risks is primarily sought and achieved in a number of ways as set out below:
Market risk The Company is exposed to UK market risk due to fluctuations in the market prices of its investments. The Investment Manager actively monitors economic performance of investee companies and reports regularly to the Board on a formal and informal basis. The Board meets formally with the Investment Manager on a quarterly basis when the portfolio transactions and performance are discussed and reviewed.
The Company is substantially dependent on the services of the Investment Manager’s investment team for the implementation of its investment policy.
The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego potential gains as a result of maintaining such liquidity, during negative market movements this may provide downside protection.
Discount volatility The Board recognises that, as a closed-ended company, it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board is pleased to report that discount volatility improved with the Company’s stronger net asset value position and share price during the year. However, the Board, with its advisers, continues to monitor the Company’s discount levels and shares may be bought back in future should it be considered appropriate to do so by the Board.
Regulatory risks A breach of Companies Act provisions or Financial Conduct Authority (‘FCA’) rules may result in the Group’s companies being liable to fines or the suspension of either of the Group companies from listing and from trading on the London Stock Exchange. The Board, with its advisers, monitors the Group and SDVP’s regulatory obligations both on an ongoing basis and at quarterly Board meetings.
Financial risk The financial position of the Group is reviewed via detailed management accounts at each Board meeting and both financial position and controls are monitored by the Audit Committee.
Political risk The Board recognises that changes in the political landscape may substantially affect the Company’s prospects and the value of its portfolio companies. Potential future changes to the UK’s policies and regulatory landscape in light of the UK’s departure from the EU could impact the Company and its portfolio companies. Potential consequences for the Company are regularly monitored and assessed by the Board.
Climate change risk The Board and Investment Manager consider and discuss how climate change could affect the Company’s portfolio companies and shareholder returns. Environmental, social and governance factors increasingly form a part of the dialogue between the Investment Manager and the management teams of portfolio companies and also contribute to portfolio investment decisions.
The coronavirus pandemic The intensive vaccine rollouts, combined with the arrival of less potent strains of the virus, have resulted in a return to more normalised social, travel and work patterns, albeit with hybrid working arrangements remaining in place for a large number of organisations. The fiscal stimulus provided by governments around the world served to limit the impact on many economies. The Board and Investment Manager continue to monitor the effects of the social and economic changes arising from the pandemic, together with their impact on the market, the Company’s key service providers and the future prospects of the portfolio companies.
Accounting policies New developments in accounting standards and industry-related issues are actively reported to and monitored by the Audit Committee, the Board where applicable and the Company’s advisers, ensuring that all appropriate accounting policies are adhered to.
A more detailed explanation of the financial risks facing the Group is given in note 21 to the financial statements on pages 66 to 71 of the Annual Report.
Gearing The Company’s shares are geared by the Zero Dividend Preference shares and should be regarded as carrying above average risk, since a positive NAV for the Company’s shareholders will be dependent upon the Company’s assets being sufficient to meet those prior final entitlements of the holders of Zero Dividend Preference shares. As a consequence of the gearing, a decline in the value of the Company’s investment portfolio will result in a greater percentage decline in the NAV of the Ordinary shares and vice versa.
Section 172 Statement The Directors are mindful of their duties to promote the success of the Company in accordance with Section 172 of the Companies Act 2006, for the benefit of the shareholders, giving careful consideration to wider stakeholders’ interests and the environment in which the Company operates. The Board recognises that its decisions are material, not only to the Company and its future performance, but also to the Company’s key stakeholders, as identified below. In making decisions, the Board considered the outcome from its stakeholder engagement exercises as well as the need to act fairly as between the members of the Company.
Key stakeholders Investors – The Company’s shareholders have a significant role in monitoring and safeguarding the governance of the Company and can exercise their voting rights to do so at general meetings of the Company. Shareholders also benefit from improving performance and returns.
All shareholders have access to the Board via the Company Secretary and the Investment Manager at key company events, such as the annual general meeting, and throughout the year if appropriate. These regular communications help the Board make informed decisions when considering how to promote the success of the Company for the benefit of shareholders. This year’s Annual General Meeting is to be held on 8 September 2022 and will be held at the new offices of the Investment Manager, Basildon House, 7 Moorgate, London EC2. Shareholders are strongly encouraged to vote by proxy and to appoint the Chairman as their proxy. Shareholders are also encouraged to put forward any questions to the Company Secretary in advance of the Annual General Meeting.
The Board received enhanced Investor Relations themed reporting from its broker Shore Capital during the year to ensure continuing awareness of key shareholder concerns.
Investment Manager – The Board recognises the critical role of the Investment Manager in delivering the Company’s future success. The Investment Manager attends Board and Audit Committee meetings, to participate in transparent discussions, where constructive and collegiate challenge is encouraged. The Board and Investment Manager communicate regularly outside of these meetings with the aim of maintaining an open relationship and momentum in the Company’s performance and prospects. The Investment Manager’s performance is evaluated informally on a regular basis, with a formal review carried out on an annual basis by the Board when performing the functions of a management engagement committee. The Investment Management Agreement is reviewed as part of this process as further discussed on page 21 of the Annual Report.
Key service providers – The Company employs a collaborative approach and looks to build long term partnerships with its key service providers. These are required to report to the Board on a regular basis and their performance and the terms on which they are engaged, are evaluated and considered annually, as detailed on pages 29 and 30 of the Annual Report.
Portfolio companies – The Investment Manager regularly liaises with the management teams of companies within the Investment Portfolio and reports on findings and the performance of investee companies to the Board on at least a quarterly basis.
Regulators – The Board regularly reviews the regulatory landscape and ensures compliance with rules and regulations relevant to the Company via reporting at quarterly Board meeting from the Company Secretary. Compliance with relevant rules and regulations is formally assessed on at least an annual basis.
Viability Statement The Board and Investment Manager continuously consider the performance, progress and future prospects of the Company over a variety of future timescales. These assessments, including regular investment performance updates from the Investment Manager, and a continuing programme of risk monitoring and analysis, form the foundations of the Board’s assessment of the future viability of the Company. The Directors are mindful of the Company’s commitments to shareholders of the subsidiary SDVP in 2025 in forming their viability opinion for the Company each year.
The Directors consider that a period of three years is currently the most appropriate time horizon to consider the Company’s future viability. After careful analysis, taking into account the potential impact of the current risks and uncertainties to which the Company is exposed, the Directors confirm that in their opinion:
The following facts, which have not materially changed in the last financial year, support the Directors’ view:
In order to maintain viability, the Company has a robust risk control framework for the identification and mitigation of risk, which is reviewed regularly by the Board. The Directors also seek assurances from its independent service providers, to whom all management and administrative functions are delegated, that their operations are well managed and they are taking appropriate action to monitor and mitigate risk. The Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment.
Other Statutory Information Company status and business model The Company was incorporated on 6 April 1999 and commenced trading on 12 May 1999. The Company is a closed-ended investment trust with registered number 03749536. Its capital structure consists of Ordinary shares of 25p each, which are listed and traded on the main market of the London Stock Exchange.
The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HMRC as an investment trust under Sections 1158/1159 of the Corporation Tax Act 2010 on an ongoing basis. The Company will be treated as an investment trust company subject to there being no serious breaches of the conditions for approval. The Company is also an investment company as defined in Section 833 of the Companies Act 2006. The current portfolio of the Company is such that its shares are eligible for inclusion in Individual Savings Accounts (‘ISAs’) up to the maximum annual subscription limit and the Directors expect this eligibility to be maintained.
The Group financial statements consolidate the audited annual report and financial statements of the Company and SDVP, its subsidiary undertaking, for the year ended 30 April 2022. The Company owns 100% of the issued ordinary share capital and voting rights of SDVP, which was incorporated on 25 October 2017.
Further information on the capital structure of the Company and SDVP can be found on pages 74 to 75 of the Annual Report.
AIFM The Board is compliant with the directive and the Company is registered as a Small Registered Alternative Investment Fund Manager (‘AIFM’) with the FCA and all required returns have been completed and filed.
Employees, environmental, human rights and community issues The Board recognises the requirement under Section 414C of the Companies Act to detail information about employees, environmental, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements and the requirements of the Modern Slavery Act 2015 do not directly apply to the Company as it has no employees and no physical assets, all the Directors are non-executive and it has outsourced all its management and administrative functions to third-party service providers. The Company has therefore not reported further in respect of these provisions. However, in carrying out its activities and in relationships with service providers, the Company aims to conduct itself responsibly, ethically and fairly at all times.
Environmental, Social, Governance (‘ESG’) ESG matters continue to have an increasing prominence in financial and regulatory reporting. In company meetings, the Investment Manager routinely questions the corporate management on a variety of topics, such as safety records, environmental footprint and the key areas of focus of their board papers, to ensure that portfolio companies and prospective investments are adhering to best practice and emerging market trends at all times.
The way companies respond to ESG issues can affect their business performance, both directly and indirectly. ESG factors are considered by Chelverton Asset Management (‘Chelverton’) investment teams and increasingly contribute to investment decision making; however investment decisions also continue to balance ESG performance in the context of overall investment potential . The Investment Manager is successfully integrating responsible investing considerations more closely into investment processes for the Company and the other investment vehicles it operates on behalf of investors, a process that began in 2018. The appointment and integration in 2018 of a Corporate Governance Manager within the investment team at Chelverton has been supported by the appointment of an experienced ESG professional to the position of Responsible Investing Manager in October 2020. This renewed commitment is strengthening the Chelverton team’s focus on ESG priorities within all Chelverton’s investment processes. Misjudgements on ESG matters can increasingly incur major additional costs to portfolio holdings, as well as undermining their equity returns through reputational damage.
Global greenhouse gas emissions The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.
Streamlined energy and carbon reporting The Company is categorised as a lower energy user under the HMRC Environmental Reporting Guidelines March 2019 and is therefore not required to make the detailed disclosures of energy and carbon information set out within the guidelines. The Company has therefore not reported further in respect of these guidelines.
Culture and values The Company’s values are to act responsibly, ethically and fairly at all times. The Company’s culture is driven by its values and is focused on providing Ordinary shareholders with a high income and opportunity for capital growth, as set out on page 11. As the Company has no employees, its culture is represented by the values, conduct and performance of the Board, the Investment Manager and its key service providers, all of whom work collaboratively to support delivery of the Company’s strategy.
Current and future developments A review of the main features of the year and the outlook for the Company is contained in the Chairman’s Statement on pages 2 to 4 and the Investment Manager’s Report on pages 5 and 6. Dividends declared/paid
The Directors do not declare a final dividend.
Ten year dividend history
Diversity and succession planning Throughout the year to 30 April 2022 the Board comprised four male Directors. On 30 April 2022, Mr van Heesewijk retired as a Director. In order to draw upon as diverse a pool of candidates as possible, the Board engaged the services of a third-party recruitment consultant in its search for an additional director. On 1 May 2022, Ms Hadgill was appointed to the Board. The Board recognises the need to consider the benefits of diversity when considering new appointments to the Board. All appointments are made on the basis of merit against objective criteria; however, the Board seeks to consider a wide range of candidates with due regard to diversity, spanning gender, ethnicity, background and experience. As all appointments are based on merit, and in view of the small size of the Board, the Board does not consider it appropriate to set diversity targets. The Board will continue to consider succession planning on an annual basis.
The Strategic Report is signed on behalf of the Board by
Lord Lamont of Lerwick Chairman 29 June 2022
Statement of Directors’ Responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with UK adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under international accounting standards.
Under company law the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group and the Company for that period.
In preparing each of the Group and the Company’s financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group’s financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group 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, a Directors’ Report, Directors’ Remuneration Report and Statement on Corporate Governance that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the FCA.
The Directors are responsible for the maintenance and integrity of the corporate and financial information relating to the Company on the Investment Manager’s website. Legislation in the UK governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge and belief:
On behalf of the Board of Directors Lord Lamont of Lerwick Chairman 29 June 2022
Consolidated Statement of Comprehensive Income for the year ended 30 April 2022
The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance with UK adopted IFRS and with the requirements of the Companies Act 2006. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. All of the net return for the period and the total comprehensive income for the period is attributable to the shareholders of the Group. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the AIC. The accompanying notes form part of these financial statements.
Consolidated and Parent Company Statement of Changes in Net Equity for the year ended 30 April 2022
The accompanying notes form part of these financial statements.
Consolidated and Parent Company Balance Sheets as at 30 April 2022
The accompanying notes form part of these financial statements. These financial statements were approved by the Board of Chelverton UK Dividend Trust PLC and authorised for issue on 29 June 2022. Lord Lamont of Lerwick Company Registered Number: 03749536 Consolidated and Parent Company Statement of Cash Flows for the year ended 30 April 2022
The accompanying notes form part of these financial statements.
Notes to the Financial Statements as at 30 April 2022
1 ACCOUNTING POLICIES Chelverton UK Dividend Trust PLC is a public company, limited by shares, domiciled and registered in the UK. The consolidated financial statements for the year ended 30 April 2022 comprise the financial statements of the Company and its subsidiary SDV 2025 ZDP plc (SDVP) (together referred to as the ‘Group’).
Basis of preparation The consolidated financial statements of the Group and the financial statements of the Company have been prepared in accordance with UK adopted International Financial Reporting Standards (‘UK adopted IFRS’) and with the Companies Act 2006 as applicable to companies reporting under international accounting standards, and reflect the following policies which have been adopted and applied consistently.
New standards, interpretations and amendments adopted by the Group There are no amendments to standards effective this year, being relevant and applicable to the Group.
Critical accounting judgements and uses of estimation The preparation of financial statements in conformity with UK adopted IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the amounts reported in the Balance Sheet and the Statement of Comprehensive Income. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. There were no significant accounting estimates or significant judgements in the current period.
Basis of consolidation The Group financial statements consolidate (under IFRS10), the financial statements of the Company and its wholly-owned subsidiary undertaking, SDVP, drawn up to the same accounting date. The disclosure basis of recognition is at cost.
The subsidiary is consolidated from the date of its incorporation, being the date on which the Company obtained control, and will continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights. The financial statements of the subsidiary are prepared for the same reporting year as the Company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated.
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The amount of the Company’s return for the financial period dealt with in the financial statements of the Group is a loss of £3,665,000 (2021: profit of £23,375,000).
Convention The financial statements are presented in Sterling rounded to the nearest thousand. The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of investments classified as fair value through profit or loss. Where presentational guidance set out in the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (‘SORP’), issued by the Association of Investment Companies (dated April 2021) is consistent with the requirements of UK adopted IFRS, the Directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP.
Segmental reporting The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business. The Group only invests in companies listed in the UK.
Investments All investments held by the Group are recorded at ‘fair value through profit or loss’. Investments are initially recognised at cost, being the fair value of the consideration given.
After initial recognition, investments are measured at fair value, with unrealised gains and losses on investments and impairment of investments recognised in the Consolidated Statement of Comprehensive Income and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost.
For investments actively traded in organised financial markets, fair value is generally determined by reference to quoted market bid prices at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.
Trade date accounting All ‘regular way’ purchases and sales of financial assets are recognised on the ‘trade date’, i.e. the day that the Group commits to purchase or sell the asset. Regular way purchases, or sales, are purchases or sales of financial assets that require delivery of the asset within a time frame generally established by regulation or convention in the market place.
Income Dividends receivable on quoted equity shares are taken into account on the ex-dividend date. Where no ex-dividend date is quoted, they are brought into account when the Group’s right to receive payment is established. Other investment income and interest receivable are included in the financial statements on an accruals basis. Overseas dividends received from UK Companies are stated gross of any withholding tax.
Expenses All expenses are accounted for on an accruals basis. All expenses are charged through the revenue account in the Consolidated Statement of Comprehensive Income except as follows:
All other expenses are allocated to revenue with the exception of 75% (2021: 75%) of the Investment Manager’s fee which is allocated to capital. This is in line with the Board’s expected long-term split of returns from the investment portfolio, in the form of capital and income gains respectively.
Cash and cash equivalents Cash in hand and in banks including where held by custodians and short-term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
Loans and borrowings All loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs, where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. Any difference between cost and redemption value is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.
Zero Dividend Preference shares Shares issued by the subsidiary are treated as a liability of the Group, and are shown in the Balance Sheet at their redemption value at the Balance Sheet date. The appropriations in respect of the Zero Dividend Preference shares necessary to increase the subsidiary’s liabilities to the redemption values are allocated to capital in the Consolidated Statement of Comprehensive Income. This treatment reflects the Board’s long-term expectations that the entitlements of the Zero Dividend Preference shareholders will be satisfied out of gains arising on investments held primarily for capital growth.
Share issue costs Costs incurred directly in relation to the issue of shares in the subsidiary are borne by the Company and taken 100% to capital. Share issue costs relating to Ordinary share issues by the Company are taken 100% to the share premium account in respect of premiums on issue of such shares. Where there is no premium on issue, costs are taken directly to equity against revenue reserves.
Capital reserve Capital reserve (other) includes:
Capital reserve (investment holding gains) includes increase and decrease in the valuation of investments held at the year end. This reserve is distributable to the extent that gains have been realised.
Revenue reserve This reserve includes net revenue recognised in the revenue column of the Statement of Comprehensive Income. This reserve is distributable.
Capital redemption reserve This reserve represents the cancellation of the C shares when they were converted into Ordinary shares and deferred shares. This reserve is not distributable.
Taxation There is no charge to UK income tax as the Group’s allowable expenses exceed its taxable income. Deferred tax assets in respect of unrelieved excess expenses are not recognised as it is unlikely that the Group will generate sufficient taxable income in the future to utilise these expenses. Deferred tax is not provided on capital gains and losses because the Company meets the conditions for approval as an investment trust company.
Dividends payable to shareholders Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Net Equity. Dividends declared and approved by the Group after the Balance Sheet date have not been recognised as a liability of the Group at the Balance Sheet date. 2 INCOME
Total income is comprised entirely of dividends.
3 INVESTMENT MANAGEMENT FEE
At 30 April 2022 there were amounts outstanding of £73,000 (2021: £86,000).
The current tax charge for the year is lower than the standard rate of corporation tax in the UK of 19% to 30 April 2022 and 30 April 2021. The differences are explained below:
The Group has unrelieved excess expenses of £24,105,279 (2021: £23,268,343). It is unlikely that the Group will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.
8 RETURN PER SHARE Ordinary shares Revenue return per Ordinary share is based on revenue on ordinary activities after taxation of £2,084,000 (2021: £1,277,000) and on 20,850,000 (2021: 20,850,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. Capital return per Ordinary share is based on the capital loss of £5,749,000 (2021: profit of £22,098,000) and on 20,850,000 (2021: 20,850,000) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. Zero Dividend Preference shares Capital return per Zero Dividend Preference share 2025 is based on allocations from the Company of £654,000 (2021: £630,000) and on 14,500,000 (2021: 14,500,000) Zero Dividend Preference shares 2025, being the weighted average number of Zero Dividend Preference shares in issue during the year. 9 DIVIDENDS
10 INVESTMENTS – Group and Company
Transaction costs During the year the Group incurred transaction costs of £20,000 (2021: £24,000) and £12,000 (2021: £14,000) on purchases and sales of investments respectively. These amounts are included in gains on investments, as disclosed in the Consolidated Statement of Comprehensive Income. 11 SIGNIFICANT INTERESTS The Company has provided notifications of holdings of 3% or more in relevant issuers. The following issuer notifications remain effective as at 30 April 2022:
12 INVESTMENT IN SUBSIDIARY
The Company owns the whole of the issued ordinary share capital of SDVP, especially formed for the issuing of Zero Dividend Preference shares, which is incorporated and registered in England and Wales, under company number: 11031268. 13 TRADE AND OTHER RECEIVABLES
14 TRADE AND OTHER PAYABLES
15 ZERO DIVIDEND PREFERENCE SHARES On 8 January 2018, SDVP issued 10,977,747 Zero Dividend Preference shares at 100p per share from the conversion of Zero Dividend Preference shares of SCZ, the 2018 ZDP subsidiary. On 8 January 2018, 1,802,336 Zero Dividend Preference shares were also issued at 100p per share by a placing with net proceeds of £1.8 million. The expenses of the placing were borne by the Company and the Investment Manager. On 11 April 2018, SDVP issued a further 1,419,917 Zero Dividend Preference shares at 103p per share (a premium of 3p per share), and net proceeds of £1.5 million. On the 10 May 2018 and 15 May 2018, SDVP issued a further 100,000 and 200,000 Zero Dividend Preference shares at 104p per share (a premium of 4p per share), and net proceeds of £313,000. The Zero Dividend Preference shares each have an initial capital entitlement of 100p per share, growing by an annual rate of 4% compounded daily to 133.18p on 30 April 2025, a total of £19,311,000. The accrued entitlement as per the Articles of Association of SDVP at 30 April 2022 was 118.52p (2021: 114.01p) per share, being £17,186,000 in total, and the total amount accrued for the year of £654,000 (2021: £630,000) has been charged as a finance cost to capital. 16 SECURED LOAN Pursuant to a loan agreement between SDVP and the Company, SDVP has lent the gross proceeds of the following Zero Dividend Preference transactions to the Company:
The loan is non-interest bearing and is repayable three business days before the Zero Dividend Preference share redemption date of 30 April 2025 or, if required by SDVP, at any time prior to that date in order to repay the Zero Dividend Preference share entitlement. The funds are to be managed in accordance with the investment policy of the Company. The loan is secured by way of a floating charge on the Company’s assets under a loan agreement entered into between the Company and SDVP dated 27 November 2017. A contribution agreement between the Company and SDVP has also been made whereby the Company will undertake to contribute such funds as would ensure that SDVP will have in aggregate sufficient assets on 30 April 2025 to satisfy the final capital entitlement of the Zero Dividend Preference shares. The contribution accrued by the Company to cover the entitlement for the year was £654,000 (2021: £630,000).
As to dividends each year Ordinary shares are entitled to all the revenue profits of the Company available for distribution, including all undistributed income. As to capital on winding up On a winding up, holders of Zero Dividend Preference shares issued by SDVP are entitled to a payment of an amount equal to 100p per share, increased daily from 8 January 2018 at such a compound rate, equivalent to 4%, as will give a final entitlement to 133.18p for each Zero Dividend Preference share at 30 April 2025, £19,311,000 in total. The holders of Ordinary shares will receive all the remaining Group assets available for distribution to shareholders after payment of all debts and satisfaction of all liabilities of the Company rateably according to the amounts paid or credited as paid up on the Ordinary shares held by them respectively. Voting Each holder of Ordinary shares on a show of hands will have one vote and, on a poll, will have one vote for each Ordinary share held. Each holder of Zero Dividend Preference shares on a show of hands will have one vote at meetings where Zero Dividend Preference shareholders are entitled to vote and, on a poll, will have one vote for every Zero Dividend Preference share held. Duration Under the Parent Company’s Articles of Association, the Directors are required to convene a General Meeting of the Company to be held in April 2025 so as to align the vote with any timetable for a further issue of Zero Dividend Preference shares or to save costs by proposing the Continuation Resolution (as defined below) at the Annual General Meeting or some other General Meeting of the Company (‘the First GM’), at which an Ordinary Resolution will be proposed to the effect that the Company continues in existence (‘the Continuation Resolution’). In the event that such Resolution is not passed, the Directors shall, subject to the Statutes, put forward further proposals to shareholders regarding the future of the Company (which may include voluntary liquidation, unitisation or other reorganisation of the Company) (‘the Restructuring Resolution’) at a General Meeting of the Company to be convened not more than four months after the date of the First GM (or such adjournment). The Restructuring Resolution shall be proposed as a Special Resolution. If the Restructuring Resolution is either not proposed or not passed then the Directors shall convene a General Meeting not more than four months after the date of the First GM (or such adjournment). If the Restructuring Resolution is not proposed or four months after the date the Restructuring Resolution is not passed, an Ordinary Resolution pursuant to Section 84 of the Insolvency Act 1986 to voluntarily wind up the Company shall be put to shareholders and the votes taken on such Resolution shall be on a poll. 18 NET ASSET VALUE PER SHARE The net asset value per share and the net assets attributable to the Ordinary shareholders and Zero Dividend Preference shareholders are as follows:
The net asset value per Ordinary share is calculated on 20,850,000 (2021: 20,850,000) Ordinary shares, being the number of Ordinary shares in issue at the year end. The net asset value per Zero Dividend Preference share is calculated on 14,500,000 (2021: 14,500,000) Zero Dividend Preference shares, being the number of Zero Dividend Preference shares in issue at the year end.
19 RECONCILIATION OF NET RETURN BEFORE AND AFTER TAXATION
21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES Objectives, policies and strategies The Group primarily invests in mid and small capitalised companies. All of the Group’s investments comprise ordinary shares in companies listed on the Official List and companies admitted to AIM. The Group finances its operations through Zero Dividend Preference shares issued by SDVP and equity. Cash, liquid resources and short-term debtors and creditors arise from the Group’s day-to-day operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. In pursuing its investment objective, the Group is exposed to a variety of risks that could result in either a reduction in the Group’s net assets or a reduction of the profits available for distribution. These risks are market risk (comprising currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. As required by IFRS 7: Financial Instruments: Disclosures, an analysis of financial assets and liabilities, which identifies the risk to the Group of holding such items, is given below. Market risk Market risk arises mainly from uncertainty about future prices of financial instruments used in the Group’s business. It represents the potential loss the Group might suffer through holding market positions by way of price movements and movements in exchange rates and interest rates. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager. Market price risk Market price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments. The Board manages the risks inherent in the investment portfolios by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance is reviewed at each Board meeting. The Group’s exposure to changes in market prices at 30 April on its investments is as follows:
Sensitivity analysis A 10% increase in the market value of investments at 30 April 2022 would have increased net assets by £5,775,000 (2021: £6,277,000). An equal change in the opposite direction would have decreased the net assets available to shareholders by an equal but opposite amount. Foreign currency risk All the Group’s assets are denominated in Sterling and accordingly the only currency exposure the Group has is through the trading activities of its investee companies. Interest rate risk Interest rate movements may affect the level of income receivable on cash deposits. The Group does not currently receive interest on its cash deposits. The majority of the Group’s financial assets are non-interest bearing. As a result the Group’s financial assets are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The exposure at 30 April 2022 of financial assets and financial liabilities to interest rate risk is limited to cash and cash equivalents of £534,000 (2021: £488,000). Cash and cash equivalents are all due within one year. Credit risk Credit risk is the risk of financial loss to the Group if the contractual party to a financial instrument fails to meet its contractual obligations. The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date. Listed investments are held by Jarvis Investment Management Limited acting as the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian to be delayed. The Board monitors the Group’s risk by reviewing the custodian’s internal controls reports. Investment transactions are carried out with a number of brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by the Group has delivered in its obligations before any transfer of cash or securities away from the Group is completed. Cash is only held at banks that have been identified by the Board as reputable and of high credit quality. The maximum exposure to credit risk as at 30 April 2022 was £58,805,000 (2021: £64,013,000). The calculation is based on the Group’s credit risk exposure as at 30 April 2022 and this may not be representative of the year as a whole. None of the Group’s assets are past due or impaired. Liquidity risk The majority of the Group’s assets are listed securities in small companies, which can under normal conditions be sold to meet funding commitments if necessary. They may, however, be difficult to realise in adverse market conditions. Please see notes 15 and 16 for details of liabilities that fall due for payment in more than one year. All other payables are due in less than one year. Financial instruments by category The financial instruments of the Group fall into the following categories:
30 April 2022
30 April 2021
IFRS 7 hierarchy As required by IFRS 7 the Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arm’s length basis.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 2 inputs include the following:
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to investments actively traded in organised financial markets. Fair value is generally determined by reference to Stock Exchange quoted market bid prices (or last traded in respect of SETS) at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset. Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these investments. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. Investments classified within Level 3 have significant unobservable inputs. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. The Company has no Level 2 or Level 3 investments (2021: same). 22 CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and to maximise equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows and projected strategic investment opportunities. The management regards capital as total equity and reserves, for capital management purposes. The Group currently do not have any loans and the Directors do not intend to have any loans or borrowings. 23 CAPITAL MANAGEMENT POLICIES AND PROCEDURES There are no post balance sheet events.
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| ISIN: | GB0006615826, GB00BZ7MQD81 |
| Category Code: | FR |
| TIDM: | SDVP |
| LEI Code: | 213800DAF47EJ2HT4P78 |
| OAM Categories: | 1.1. Annual financial and audit reports |
| Sequence No.: | 171571 |
| EQS News ID: | 1387157 |
| End of Announcement | EQS News Service |
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