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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Lindsell Train Investment Trust Plc | LSE:LTI | London | Ordinary Share | GB0031977944 | ORD 75P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2.00 | 0.25% | 806.00 | 798.00 | 814.00 | 802.00 | 798.00 | 800.00 | 355 | 16:35:28 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Trust,ex Ed,religious,charty | 1.16M | -771k | -3.8550 | -207.00 | 159.6M |
From Apr 2019 to Apr 2024
TIDMLTI
RNS Number : 9718B
Lindsell Train Investment Trust PLC
12 June 2019
The following amendments have been made to the 'Annual Financial Report' announcement released on 12 June 2019 at 7am under RNS No 8859B.
The record date for the final dividend has been amended to 16 August 2019 and the ex-dividend date has been amended to 15 August 2019.
All other details remain unchanged.
The full amended text is shown below.
THE LINDSELL TRAIN INVESTMENT TRUST PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2019
A copy of the Company's Annual Report for the year ended 31 March 2019 will shortly be available to view and download from the dedicated page on Lindsell Train's website www.lindselltrain.com. Neither the contents of this website nor the contents of any website accessible from hyperlinks on this website (or any other website) is incorporated into or forms part of this announcement.
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 Annual General Meeting of the company will be held on Wednesday 4 September 2018 at 2.30pm.
A final dividend of GBP27.87 per Ordinary Share (2018: GBP21.29) and a special dividend of GBP1.63 per Ordinary Share (2018: GBP0.51) is proposed for the year ended 31 March 2019. If these dividends are approved by Shareholders, they will be paid on 9 September 2019 to Shareholders on the register at close of business on 16 August 2019 (ex-dividend 15 August 2019).
The following text is copied from the Annual Report and Accounts.
Company Summary
The Company
The Company is an investment trust and its shares are listed on the premium segment of the Official List and traded on the main market of the London Stock Exchange. The Company is a member of the Association of Investment Companies ("AIC").
The Company is a UK Alternative Investment Fund ("AIF") under the European Union Alternative Investment Fund Managers' Directive ("AIFMD"). The Board is the Small Registered UK Alternative Investment Fund Manager ("AIFM") of the Company.
Management
The Company has appointed Lindsell Train Limited ("LTL") as its Investment Manager. Accounting, company secretarial and administrative services are provided by Maitland Administration Services Limited. Further details of the terms of these appointments are provided below.
Investment Objective
The objective of the Company is to maximise long-term total returns with a minimum objective to maintain the real purchasing power of Sterling capital. The Investment Policy is described below.
Performance and Benchmark
The performance highlights are provided below.
The performance benchmark is the annual average running yield on the longest-dated UK government fixed rate bond (currently UK Treasury 3.5% 2068), calculated using weekly data, plus a premium of 0.5%, subject to a minimum yield of 4.0% ("the Benchmark").
Dividend
A final dividend of GBP27.87 per Ordinary Share (2018: GBP21.29) and a special dividend of GBP1.63 per Ordinary Share (2018: GBP0.51) is proposed for the year ended 31 March 2019. If these dividends are approved by Shareholders, they will be paid on 9 September 2019 to Shareholders on the register at close of business on 16 August 2019 (ex-dividend 15 August 2019).
Annual General Meeting
A notice of the Annual General Meeting, scheduled for 4 September 2019 at the Marlborough Suite, St Ermin's Hotel, 2 Caxton Street, London, SW1H 0QW, is provided below.
Capital Structure
The Company's capital structure comprises 200,000 Ordinary Shares of 75 pence each. Details are given in note 14 to the Financial Statements on page 57.
Strategic Report
The Directors present their Strategic Report for the Company for the year ended 31 March 2019. The Report contains: a review of the Company's strategy, an analysis of its performance during the financial year, comment on its future outlook and details of the principal risks and challenges that it faces.
Reviews of the financial year and commentary on the future outlook are presented in the Chairman's Statement on pages 3 to 5 and the Investment Manager's Report on pages 8 and 9. The Company's Investment Objective and Investment Policy are set out on page 10.
Performance
http://www.rns-pdf.londonstockexchange.com/rns/9718B_1-2019-6-12.pdf
Highlights for the Year
Hot Features
Premium
Performance comparisons Change
Middle market share price per Ordinary Share* 45.7%
Net Asset Value per Ordinary Share* 23.2%
Benchmark 4.0%
MSCI World Index (Sterling) 12.0%
UK RPI Inflation (all items) 2.4%
--------------------------------------------------- ------
* Calculated on a total return basis. The Net Asset Value and the share price at 31 March 2019 have been adjusted to include a dividend of GBP21.29 per Ordinary Share and a special dividend of GBP0.51 per Ordinary Share paid on 7 September 2018.
The annual average running yield on the longest-dated UK government fixed rate bond (currently UK Treasury 3.5% 2068) calculated using weekly data, plus a premium of 0.5%, subject to a minimum yield of 4.0%.
Source: Datastream, Lindsell Train Limited, Morningstar and Bloomberg
Chairman's Statement
The year to the 31st March 2019 proved to be another successful one for the Company. The Net Asset Value ('NAV') total return was 23.2% which outperformed the Benchmark return of 4.0% and world equity markets, as measured by the MSCI World Index in Sterling, of 12.0%. This strong positive performance earned Lindsell Train Limited ('LTL'), the Manager, a performance fee of GBP2.43m for the year.
It was the rise in the Directors' valuation of the Company's holding of LTL of 26% (36% including the dividend) that contributed most to returns. This performance and the perceived undervaluation of the holding in the minds of some investors contributed to the 45.7% rise in the Company's share price and the expansion of the share price premium to the NAV to 64.6% As regular readers of my Chairman's statements will know, any share price premium to the NAV comes with a health warning to new investors. This is because Company shares bought at a high premium can quickly lose substantial value if world stock markets fall and/or the business performance of Lindsell Train Limited deteriorates. I realise that these warnings have proved to be too cautious in the past. Benign markets and good performance at LTL have driven the value of the Company ever upwards; but history tells us that after ten years of more or less unbroken gains in world markets the risks of a shake-out, for reasons we cannot necessarily predict today, must be rising. The sharp 11% fall in markets in the last quarter of 2018 was a warning to investors of how quickly prices can decline in a short space of time.
The fortunes of the Company are inextricably linked to the prosperity of LTL, where we are a minority shareholder with 24.23% ownership. LTL's performance over the year and historically is outlined quantitatively in Appendix 1 (unaudited). In summary, funds under management ('FUM') for its financial year to the end of January 2019 were up GBP3.1bn, or 23%, to GBP16.3bn. Of this increase GBP2.3bn was from net new flows, a bigger total than in any previous year. The investment performance of LTL's three strategies has been good and is the key reason for the success in garnering new assets over the years. In LTL's year to January 2019 I am glad to say performance was even better, with all strategies outperforming their respective benchmarks resulting in long-term excess returns increasing further. That bodes well for the growth in LTL's business. LTL's financial returns over the year were impressive with operating profits up 46% and LTL's dividend reflecting the increase, up 40%. LTL's impact on the Company may be measured by its proportion of NAV, that ended the year at 46%, up from 42% 12 months ago; but another way of expressing it is by the proportion its dividend represented of the Company's total income. Last year that reached a new high at 83%. By that measure at least its influence is overwhelming and further underlines how critical LTL is to the Company's future.
LTL has always been and remains an institutional business. The majority of its clients are pension funds, endowments and wealth management firms. However, over recent years some of LTL's funds have received considerable support from retail and IFA investment platforms, to the extent that funds sourced from these clients now make up over 40% of LTL's FUM. Here, and also with funds from wealth managers, the ultimate client may be a retail investor but importantly from LTL's perspective the direct relationship remains with the institution not the individual. This has resulted in a number of benefits for LTL. First, LTL's profile and recognition is higher than might be the case for a traditional institutional manager. Next, it is good to have a client base where the underlying clients are so numerous and diversified. And finally it means that LTL can remain, even with GBP16.3bn under management, a compact and simple business. Staff numbers have increased marginally, from 16 to 18, but fixed costs remain a fraction of what they are in other businesses of a similar size that operate diversified investment strategies. Consequently LTL's average fee rate (excluding performance fees) of 0.51% per annum is lower than many comparable businesses and on a par with larger quoted fund managers where huge scale works in their favour. LTL believes, and the Board would concur, that low fees are a vital ingredient to ensuring competitive performance over the long term.
In that vein I am glad to report that LTL has offered to reduce the management fee it charges the Company from 0.65% to 0.60% per annum. The move will coincide with the fees on most share classes of LTL's open end funds also reducing and will be applied from the beginning of July 2019.
The Board's formula for valuing its stake in LTL has not changed. It is however under constant review. We have noted how the valuations of large quoted fund management companies declined in the last year in response to the rising share of passive management, pressure on fees and undifferentiated performance. Whilst these pressures could in theory impinge upon LTL, the manager's good performance, competitive fee structure and highly differentiated active strategy should for now help shield it from these concerns. Perhaps more pertinent to the valuation is the Board's qualitative assessment of succession planning. Nick and Michael are aged 60 and 59 respectively and hope to be actively engaged in the future of LTL for many years yet. But it is good to see that the investment team has once again expanded, with the addition of another graduate recruit early in 2019. This means the team now numbers six: the two principals together with a portfolio manager, a deputy portfolio manager and two analyst/portfolio managers' assistants. These individuals are the most obvious successors to Nick and Michael. Both the Company and LTL recognise the importance of ensuring that they are incentivised to build their careers at LTL by the transfer of share ownership and the sharing of profits as their careers mature. These are as yet tentative steps. Succession planning takes time and the Board recognise that its success is by no means assured. It is an implicit cautionary factor that significantly influences the ongoing valuation we determine for LTL and one to which we fear some shareholders do not pay enough attention in bidding up the share price premium to the Company's NAV.
We decided to sell the Company's holding in the Lindsell Train Global Equity LLC. The Company first invested at the fund's inception to support its launch and help give it greater critical mass. Now, four years on, the fund has a growing list of investors, has established its own successful track record, has a competitive ongoing charge of 0.78% per annum and is valued at GBP146m. Also, in the future LTL wants to restrict the fund's investors to US entities only. The fund earned the Company a 14% annualised return over its tenure (compared to a benchmark return of 4.4%) and by supporting it at the start the Company helped underpin its success and the growth of LTL's US client base. It is a nice example of the symbiotic relationship between the two companies. The proceeds of the sale were invested in existing positions bulking up the holdings of Mondelez, RELX, Unilever and Heineken Holdings at what were fortuitous price points early in the year. Otherwise the only other investment activity was the continued accumulation of the relatively new position in Laurent-Perrier.
The strong growth in dividends from both LTL and the other investments the Company owns has generated a 35% rise in this year's proposed total dividend, from GBP21.80 to GBP29.50 per share, in keeping with the Company's policy to retain the greatest amount of earnings that Investment Trust regulations allow. This is made up of an ordinary dividend of GBP27.87 and a special dividend of GBP1.63 in respect of the proportion of the Company's income attributable to LTL performance fees, which remain unpredictable. This means that annualised dividend growth of 21.5% from 2003, when dividends were first paid, has well exceeded the annualised growth in NAV of 14.5% from inception of the Company at the beginning of 2001.
Julian Cazalet Chairman
11 June 2019
Strategic Report
Portfolio Holdings at 31 March 2019
(All ordinary shares unless otherwise stated)
Look-through
Fair basis %
value % of total of total
Holding Security GBP'000 assets assets
645 Lindsell Train Limited 82,317 45.94 45.94
1 Lindsell Train Limited* 43 0.02 0.02
420,500 Diageo 13,195 7.36 7.57
246,500 London Stock Exchange 11,704 6.53 6.69
1,263,393 A.G. Barr 10,145 5.67 5.71
222,000 Unilever 9,757 5.45 5.64
41,000 Nintendo 8,969 5.01 5.26
101,000 PayPal 8,048 4.49 4.49
89,000 Heineken 6,848 3.82 3.94
161,552 Mondelez International 6,186 3.45 3.62
363,000 RELX 5,957 3.32 3.52
Lindsell Train Japanese
3,288,767 Equity Fund - B 4,753 2.66 2.40
Finsbury Growth & Income
420,000 Trust 3,473 1.94 0.81
300,000 Pearson 2,509 1.40 1.45
74,400 eBay 2,119 1.18 1.18
20,795 Laurent-Perrier 1,670 0.93 0.93
Total investments 177,693 99.17 99.17
Net current assets 1,492 0.83 0.83
--------- ----------- -------------
Total assets 179,185 100.00 100.00
========= =========== =============
Look-through basis: This adjusts the percentages held in each security upwards by the amount held by LTL managed funds and adjusts the fund's holdings downwards to account for the overlap. It provides Shareholders with a measure of stock specific risk by amalgamating the direct holdings of the Company with the indirect holdings held within the LTL funds.
* Granted as an option, exercisable from 31/3/2019 until 31/3/2026.
Leverage
We detail below the equity exposure of these funds managed by LTL as at 31 March 2019:
Equity
Fund Exposure
Lindsell Train Japanese Equity
Fund 95.8%
Finsbury Growth & Income
Trust 101.3%
Analysis of Investment Portfolio at 31 March 2019
Breakdown by location of listing
(look-through basis)^
Japan 8%
Europe 5%
UK* 77%
USA 9%
Emerging 0%
Cash and Equivalents 1%
----
100%
====
Breakdown by location of underlying company revenues
(look-through basis)^
Japan 4%
Europe** 27%
UK** 36%
USA** 20%
Emerging 12%
Cash and Equivalents 1%
----
100%
====
Breakdown by sector
(look-through basis)^
Consumer Staples 29%
Communication Services 7%
Industrials 4%
Financials 53%
Information Technology 5%
Consumer Discretionary 1%
Cash and Equivalents 1%
----
100%
====
* LTL accounts for 46% and is not listed.
**LTL accounts for 25 percentage points of the UK figure, 16 percentage points of the Europe figure and 5 percentage points of the US figure.
^ Look-through basis: This adjusts the percentages held in each asset class, country or currency by the amount held by LTL managed funds. It provides Shareholders with a more accurate measure of country and currency exposure by aggregating the direct holdings of the Company with the indirect holdings held by the LTL funds.
Investment Manager's Report year ended 31 March 2019
As I write this report, I'm struck by how many of The Lindsell Train Investment Trust's ("LTIT's") holdings are at all-time highs. It's true of nine of our thirteen quoted equities (or true to within a percent). LTIT itself was recently at an all-time high. What is this telling us - and you as shareholders?
Well, first it is at least a part rebuttal of the arguments you hear about consumer brands dying in the 21st century. Dying as a result of the changing tastes of younger consumers or the brand-destroying power of digital media. We own six branded goods companies - AG Barr, Diageo, Heineken, Laurent-Perrier, Mondelez and Unilever. And of these all but Laurent-Perrier have recently been at all-time high share prices. What's more, the four big global companies - Diageo, Heineken, Mondelez and Unilever have all delivered double digit share price gains so far in calendar 2019. It is clear that something about these brand-owning companies has surprised investors lately - and surprised them in a good way. What we'd say is that when you look at the business performance of individual brands owned by these companies - brands such as Johnnie Walker, Tanqueray, Heineken, Cadbury, Oreos, Dove and Magnum - then it becomes hard to sustain the argument that consumer brands are losing relevance and customer loyalty as we approach the third decade of the 21st century. In fact, these global brands are selling more than ever before; the pace of their growth is accelerating and, almost certainly, they are more valuable today that at any previous time in their venerable histories.
Actually, we're sure that's true too for the value of both IRN-BRU and Laurent-Perrier (now that would make for an effervescent cocktail, albeit tending to spoil each constituent), even though this pair have had dull share prices so far in 2019.
Also standing at recent all-time share price highs are London Stock Exchange ("LSE"), PayPal and, after a rally, RELX. This trio are each more or less digital "growth" companies - for this is what the LSE has transformed itself into. Over time these have been amazing winners for your portfolio. We have held them through periods of underperformance and through periods when the consensus has been that their shares had become overvalued. We've held on for a variety of reasons. First, we don't care if our holdings underperform the market. Next, we have disagreed with the worries about their purported overvaluation, because our thinking about valuation justifies very high valuations for exceptional companies. But, most important, we have not sold because of the lesson Mike and I have learned ourselves over the last 20 years. And that lesson is not to sell out of structural growth companies, for as long as the prospects for that growth still seem assured.
Now - we're not saying that last proposition is an eternal verity. We know that so-called "growth" has not and will not always outperform so-called "value". We well know that owning expensive "growth" companies has proven a gilt-edged way to lose money over stock market history. But it is important to reflect on two circumstances when considering where investment value lies in today's equity markets. First, it really does seem as though successful digital "growth" companies have bigger opportunities, with more favourable profitability, than most of us expected. And that the growth surprises delivered by digital growth companies have meant that their valuations have actually stayed persistently too low, despite looking "high" by conventional measures. Second, their success as businesses is actively undermining the relevance and profitability of many "value" industries and companies. Meaning that the ostensible "value" of those companies may be illusory.
As a result we are not yet tempted to sell out of these digital winners. In addition, we are also content to hold on to the other three of our four holdings which are not standing at all-time highs. You remember from above that Laurent-Perrier is one of the four - currently 27% below its peak reached in 2007. The other three are also digital growth companies - or at least digital growth companies manqué. They are eBay, Nintendo and Pearson. Their share prices were recently 11%, 47% and 58% below their all-time highs in 2018, 2007 and 2000 respectively. Perhaps we have been too patient with these holdings. But if being patient is central to your investment process - as it is with us - then it is difficult to establish when you have become too patient. Suffice to say, we still see plenty of potential in these three investments. Particularly Nintendo is fascinating for us - as the valuations being placed on other global entertainment franchises keep going up and up.
I have now accounted for twelve of our thirteen quoted equity holdings. The last also stands at an all-time high today. It is your Company's holding in Finsbury Growth & Income Trust ("FGT"). We are proud of the investment track record of that company over our eighteen full years of responsibility for it. We are also thrilled by FGT's success in attracting new shareholders and issuing new shares. It now stands at a GBP1.6bn market capitalisation; it was less than GBP100m when we were appointed investment advisers. This growth in FGT has contributed meaningfully to the increase in profits and value of Lindsell Train Limited (and hence to your company, LTIT).
But here is the thing. LTIT has thirteen quoted holdings. FGT has twenty. Eight of LTIT's holdings are also in FGT. In other words, what has taken your Company to an all-time high is to a significant extent the same as has taken FGT, and indeed Lindsell Train's other investment strategies, to all-time highs - with the partial exception of our Japan Fund. There is little diversification across our portfolios - certainly compared to many other investment houses - and this is on top of a great deal of portfolio concentration. Dispassionately, one must observe that Lindsell Train's investment vehicles are highly likely to sink or swim together. To me - as a principal of Lindsell Train Limited - our consistency is admirable. Our strategies invest in the way that we tell our clients they will invest and we are invested in exactly the type of companies we say we will invest in. But for you, as shareholders in LTIT, I'd want to make sure that my exposure to this Company was prudent in size. And if diversification is important to you to mitigate investment risk, then you also want to make sure you've got a decent spread of holdings across the rest of your portfolio. Because you are not getting much diversification with us.
Nick Train
Investment Manager
Lindsell Train Limited
11 June 2019
Company Profile
Investment Objective
The objective of the Company is to maximise long-term total returns with a minimum objective to maintain the real purchasing power of Sterling capital.
Investment Policy
The Investment Policy of the Company is to invest:
-- in a wide range of financial assets including equities, unquoted equities, bonds, funds, cash and other financial investments globally with no limitations on the markets and sectors in which investment may be made, although there may be bias towards Sterling assets, consistent with a Sterling-dominated investment objective. The Directors expect that the flexibility implicit in these powers will assist in the achievement of the absolute returns that the investment objective requires;
-- in Lindsell Train managed fund products, subject to Board approval, up to 25% of its gross assets; and
-- in LTL and to retain a holding, currently 24.23%, in order to benefit from the growth of the business of the Company's Investment Manager.
The Company does not envisage changing its objective, its investment policy, or its management for the foreseeable future. The current composition of the portfolio as at 31 March 2019, which may be changed at any time (excluding investments in LTL and LTL managed funds) at the discretion of the Investment Manager within the confines of the policy stated above, is shown above.
Diversification
The Company expects to invest in a concentrated portfolio of securities with the number of equity investments averaging fifteen companies. The Company will not make investments for the purpose of exercising control or management and will not invest in securities of or lend to any one company (or other members of its group) more than 15% by value of its gross assets at the time of investment. The Company will not invest more than 15% of gross assets in other closed-ended investment funds.
Gearing
The Directors have discretion to permit borrowings up to 50% of the Net Asset Value. However, the Directors have decided that it is in the Company's best interests not to use gearing. This is in part a reflection of the increasing size and risk associated with the Company's unquoted investment in LTL, but also in response to the additional administrative burden required to adhere to the full scope regime of the Alternative Investment Fund Managers Directive ("AIFMD").
Dividends
The Directors' policy is to pay annual dividends consistent with retaining the maximum permitted earnings in accordance with investment trust regulations.
Key Performance Indicators
Total return and Net Asset Value are measured against the Benchmark and provide the key performance indicators for assessing the development and performance of the Company.
Principal Data
31 March 2019 31 March 2018 % change
Shareholders' funds (GBP'000) 179,185 149,416 19.9
Basic NAV per Ordinary Share GBP895.93 GBP747.08 19.9
Premium to NAV 64.63% 37.87%
Closing mid-market price per Ordinary
Share GBP1,475.00 GBP1,030.00 43.2
Recommended final dividend per
Ordinary Share GBP27.87 GBP21.29 30.9
Recommended special dividend per
Ordinary Share GBP1.63 GBP0.51 219.6
Dividend yield 1.96% 2.12%
Ongoing Charges 0.88% 0.85%
Earnings per Ordinary Share - basic GBP170.65 GBP174.67 (2.3)
Revenue GBP35.86 GBP26.42 35.7
Capital GBP134.79 GBP148.25 (9.1)
NAV total return 23.2
Share price total return 45.7
Benchmark* 4.0
* See Company Summary on inside front cover.
Please see Glossary on page 80 for an explanation of terms
used.
Five Year Historical Record
Gross Net Revenue Dividends on Ordinary Basic net Mid-market
Income available Shares asset value price per
for Ordinary per Ordinary Ordinary
Shares Share Share
Cost Rate
To 31 March GBP'000 GBP'000 GBP'000 (GBP) (GBP) (GBP)
2015 2,657 1,839 1,440 7.70 402.93 426.50
2016 3,358 2,320 1,780 8.90 443.13 570.00
2017 4,887 3,900 3,160 15.80 588.21 809.98
2018 6,505 5,283 4,360 21.80 747.08 1,030.00
2019 8,680 7,172 5,900 29.50 895.93 1,475.00
Ongoing Charges
The ongoing charges (excluding the performance fee) for the year ended 31 March 2019 amounted to GBP1,459,000 (2018: GBP1,188,000) equivalent to 0.88% (2018: 0.85%), based on average undiluted net assets of GBP166,566,000 (2018: GBP139,524,000).
The charge for the performance fee for the year ended 31 March 2019 amounted to GBP2,433,000 based on an increase in NAV of 23.2% (2018: GBP2,827,000 based on an increase in NAV of 30.0%) equivalent to 1.5% (2018: 2.0%) of average net assets of GBP166,566,000 (2018: GBP139,524,000).
Principal Risks
The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its objective, future performance, solvency or liquidity. The Board considers at each Board meeting the key risks and its Investment Manager also closely monitors them. In the event that any factor poses a potential material risk to the Company, the Board will consider what action (if any) should be taken.
The keys risks affecting the Company are described below. Further detail on financial risks and how these are managed are discussed in note 17 to the Financial Statements on pages 58 to 60.
Market risk: Equity price risk is the largest component of market risk. The other lesser components of market risk are foreign exchange risk and interest rate risk, which are discussed in note 17 to the Financial Statements on page 59. Market risk is monitored by the Board on a quarterly basis and on a continuous basis by the Investment Manager.
Investment performance: The Company is an investment trust and to generate returns for Shareholders it may invest in a range of different companies and sectors. Investors should be aware of certain factors which apply to the Company:
-- The investment approach of the Company involves investing in a concentrated portfolio of securities (averaging around fifteen companies). When compared to most other investment trusts the number of investments is relatively few.
-- The Company retains a holding in LTL, currently 24.23%, and has benefited over the years from the growth of the Company's Investment Manager. The holding in LTL now represents 46% of the Company's NAV; there is no guarantee that this growth will continue at the same pace or at all.
-- The Investment Manager will invest in securities on the Company's behalf that it believes to be attractively valued. There is no guarantee that the perceived value of the underlying investments will be crystallised in any expected timeframe or at all.
-- The Company's portfolio is constructed in a manner that does not seek to mirror any stock market index. Consequently there will be periods where performance will be quite unlike that of any index or the Benchmark and there is no guarantee that this divergence will be to the Company's advantage.
-- Market liquidity in the shares of investment trusts is frequently inferior to the market liquidity of shares issued by larger companies traded on the London Stock Exchange. The Company's Ordinary Shares are traded on the London Stock Exchange Main Market but it is possible that there may not always be a liquid market in them and investors may have difficulty in selling.
The Board meets formally with the Investment Manager on a quarterly basis when the investment performance and portfolio transactions are discussed and reviewed. The Company is dependent on the services of the Investment Manager for the implementation of its investment policy.
Loss of key personnel: The Board considers that the roles undertaken by Nick Train and Michael Lindsell are central to the performance of the Company and the loss of either would be likely to have an adverse effect on both the Company and its major investment in LTL. Key-man insurance has been established by the Company to mitigate this risk (see page 19). The Board is also encouraged by the continued development of staff at LTL who are now taking on greater responsibility at a more senior level.
Protection of assets: The Company's assets are protected by the use of an independent custodian, Northern Trust Company. The Board monitors the custodian to ensure assets remain protected. In addition, the Investment Manager and Administrator are both asked to demonstrate their internal controls including for the safeguarding of assets. The Company does not use gearing in order to benefit from a higher threshold of EUR500m risk adjusted net asset value before being required to follow the full scope regime under AIFMD.
Economic Conditions: Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political events and trends and tax legislation, can substantially and adversely or favourably affect the Company's prospects and the value of the Company's portfolio.
Regulatory risk: The Company must abide by section 1158 of the Corporation Tax Act 2010 to maintain its investment trust status. The Board monitors and also seeks assurance from the Administrator that investment trust status is being maintained. The Board also reviews a schedule of regulatory risk items at quarterly meetings in order to monitor and take action to address any regulatory changes.
Viability Statement
The Board reviews the performance and progress of the Company in depth at each quarterly Board meeting over three year periods and uses these assessments, regular investment performance updates from the Investment Manager and a continuing programme of monitoring risk to assess the future viability of the Company. The Directors consider that a period of three years is the most appropriate time horizon to consider the Company's viability and, after careful analysis, the Directors believe that the Company is viable over a three year period. The following facts support the Directors' view.
-- The Company has a liquid investment portfolio in relation to investments in UK and internationally listed securities and has some short-term cash on deposit. These liquid assets represent 54% of net assets, the other 46% is the unquoted investment in LTL, which is not readily realisable.
-- The founder directors of LTL, in which the Company holds 24.23%, have given their verbal assurance that they remain committed to the business for the foreseeable future.
-- The Company has decided not to use gearing. -- Revenue expenses of the Company are covered five times by investment income.
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 reassurance from suppliers 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 their assessment.
Employees, Social, Human Rights and Environmental Matters
The principal activity of the Company is to invest in line with the Investment Policy set out on page 10. The Company has no employees and accordingly it has no direct social, human rights or environmental impact from its operations. It does not hold sufficiently large proportions of portfolio companies to be able to influence their social or environmental footprints.
As an investment vehicle the Company does not provide goods or services in the normal course of business, and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015.
Company's Directors and Employees
The number of Directors and employees at the financial year end was 6 (2018: 5).
2019 2018
Male Female Male Female
----- ------- ----- -------
Directors (Non-Executive) 5 1 4 1
----- ------- ----- -------
There were no Executive Directors or employees during the year.
Board Diversity
When considering new appointments, the Board reviews the skills of the Directors and seeks to add persons with complementary skills or who possess skills and experience which fill any gaps in the Board's knowledge or experience. The Company is committed to ensuring that any vacancies arising are filled by the most qualified candidates. The Board acknowledges the benefits of greater diversity, and remains committed to ensuring that the Company's Directors bring a wide range of skills, knowledge, experience, backgrounds and perspectives to the Board. As such, the Board is minded to increase the diversity of its Board and in particular the proportion of female directors.
The following key objectives for the appointment process for new Directors have been established:
-- all Board appointments will be made on merit, in the context of the skills, knowledge and experience that are needed for the Board to be effective;
-- candidates selected must have sufficient time to devote to their duties as a Director of the Company; and
-- long lists of potential non-executive directors should include diverse candidates of appropriate merit.
Approval Statement
The Strategic Report of the Company, comprising pages 2 to 14 of this Report, has been approved by the Board.
For and on behalf of the Board
Julian Cazalet Chairman
11 June 2019
Governance Directors
Julian Cazalet*^ , Chairman, is a director of Deltex Medical Group plc and a number of charitable trusts. He was Chairman of Herald Investment Trust plc until April 2019, Managing Director - Corporate Finance at J.P. Morgan Cazenove until his retirement in December 2007. From 1989 he worked in corporate finance and advised investment trusts in addition to his work with industrial and commercial companies. A qualified Chartered Accountant, he has an M.A. in economics from Cambridge University.
Nicholas Allan*^ is a non-executive director of Walled City Hotels Pte Limited (India), Kangra Valley Garden Hotels Pte Limited (India), Indian Room with a View Pte Limited (Singapore), Asian Resort Developments Limited (Mauritius) and Pixton Woodlands Limited (UK). He has significant experience of investment management, namely at Boyer Allan Investment Management and Kleinwort Benson. He was joint founder of Boyer Allan Investment Management and joint fund manager of the Boyer Allan Pacific Fund Inc. He was a director of Boyer Allan Investment Services Limited from 1998 to 2016 and a director of Dresdner Kleinwort Securities Limited from 1992 to 1998.
Vivien Gould*^ , Audit Committee Chairman, is a non-executive director of Baring Emerging Europe PLC, Schroder AsiaPacific Fund plc and National Philanthropic Trust UK. She has worked in the financial services sector since 1981. She was a founder director of River & Mercantile Investment Management Limited (1985) and served as a senior executive and Deputy Managing Director with the Group until 1994. She then worked as an independent consultant and served on the boards of a number of investment management companies, listed investment trusts, other financial companies and charitable trusts.
Richard Hughes*^ is a non-executive director of Middlefield Canadian Income PCC. He has significant experience with closed-end funds, namely M&G's Investment Trust business of which he was a director. He managed a number of funds, including M&G Smaller Companies Fund, M&G Recovery Fund and M&G Charifund. He was a director of M&G Group plc and Managing Director of M&G Investment Management Limited. He was a director of M&G Limited and M&G Group plc from 1994 to 2000, and a director of M&G Recovery Trust plc from 1992 to 1998.
Rory Landman*^ is the Senior Bursar of Trinity College, Cambridge, and was previously a senior director and the head of global emerging market equities at Baring Asset Management. He was a founding partner of the Nevsky emerging market equities team at Thames River Capital. A qualified Chartered Accountant, he has an M.A. in Law from Cambridge University.
Michael Lindsell joined the investment department of Lazard Brothers in 1982 after obtaining a BSc (Hons) degree in zoology from Bristol University. In 1985 he moved to Scimitar Asset Management in Hong Kong where he ran Pacific and Japanese mandates before specialising in Japan. In 1989 he moved to Warburg Asset Management where he was a director and head of Mercury Asset Management's Japanese fund management division. In 1992 he joined GT Management's Tokyo office where he held the post of chief investment officer with responsibility for GT's Japanese funds, and global funds sourced out of Japan. He returned to the UK in 1997 and following the acquisition of GT by INVESCO in 1998, he was appointed head of the combined global product team. He left INVESCO to set up LTL in 1999.
All Directors are non-executive.
* Independent ^ Audit Committee member Management Engagement Committee member
M Lindsell was appointed on 13 July 2006. R Landman was appointed on 20 July 2011. J Cazalet and V Gould were both appointed on 29 January 2015. N Allan and R Hughes were both appointed on 18 September 2018.
Investment Manager
LTL acts as discretionary Investment Manager of the Company's assets.
Administrator and Company Secretary
Maitland Administration Services Limited is the Administrator and Company Secretary.
Report of the Directors
The Directors present their report together with the audited financial statements of the Company for the year ended 31 March 2019.
Status
The Company is registered in England & Wales under number 04119429. It is an investment company as defined in Section 833 of the Companies Act 2006.
The Company has been confirmed by HM Revenue & Customs as having approved investment trust status under the Investment Trusts (Approved Company) (Tax) Regulations 2011, subject to it continuing to comply with the Regulations. The Directors conduct the affairs of the Company with a view to maintaining this approved investment trust status in order to preserve the Company's exemption from UK capital gains tax.
The Board has been approved by the Financial Conduct Authority to be a Small Registered UK Alternative Investment Manager ('AIFM').
The Alternative Investment Fund Managers' Directive ('AIFMD') requires certain disclosures to be made in respect of any remuneration policy for the AIFM, leverage, risk disclosures and pre-investment disclosures. The Board is the AIFM, and receives no remuneration in this regard. The Company does not use gearing, makes sufficient risk disclosure within the report, and there have been no material changes to investment policy or objectives. Therefore, it is considered that separate disclosures are not required.
The Company is a member of the Association of Investment Companies ('AIC').
Investment Policy and Objective
Details of the Company's investment policy and objective of the Company are set out above.
Results and Dividend
The revenue return for the financial year ended 31 March 2019 after taxation amounted to GBP7,172,000 (2018: GBP5,283,000). A final dividend of GBP27.87 per Ordinary Share (2018: GBP21.29) and a special dividend of GBP1.63 per Ordinary Share (2018: GBP0.51) is proposed for the year ended 31 March 2019. If these dividends are approved by Shareholders at the forthcoming Annual General Meeting they will be paid on 9 September 2019 to Shareholders on the register at close of business on 16 August 2019 (ex-dividend 15 August 2019).
Use of Financial Instruments
The Company's use of financial instruments is disclosed in note 17 to the Financial Statements.
Share Capital
Full details of the Company's Ordinary Share capital are provided in Note 14 of the Financial Statements.
Supplier Agreements
Details of the Company's supplier agreements can be found in Appendix 3.
Substantial Shareholdings
As at the dates below the Company had received notifications (DTR 5.1.2R) and/or become aware of the following shareholdings representing 3% or greater of the Ordinary Share capital of the Company:
No. of Shares No. of Shares % of
at 31 March at 30 May issued
2019 2019 capital
Hargreaves Lansdown Asset Management
Limited 30,881 34,138 17.07
-------------- -------------- ---------
Mr Nicholas Train 11,573 11,573 5.79
-------------- -------------- ---------
Rathbone Investment Management
Limited 11,360 11,369 5.68
-------------- -------------- ---------
Mr M Lindsell (including non-beneficial
interests) 10,755 10,755 5.38
-------------- -------------- ---------
Alliance Trust PLC 10,384 10,213 5.11
-------------- -------------- ---------
Finsbury Growth & Income Trust
PLC 10,000 10,000 5.00
-------------- -------------- ---------
A J Bell Group 8,684 8,729 4.36
-------------- -------------- ---------
Interactive Investor Clients 7,506 8,049 4.02
-------------- -------------- ---------
Details of the Directors of the Company who served during the year are set out on page 15. Particulars of their remuneration are given on pages 31 to 36. All of the Directors as at the date of this report will stand for re-election at the Company's forthcoming Annual General Meeting.
Powers of the Directors
The powers of the Directors are contained in the Company's Articles of Association, which are publicly available at Companies House. Subject to the provisions of the Companies Acts and the Company's Articles, the Directors may exercise all powers within their scope to manage the business of the Company and may delegate any of those powers to a Director, Committee or Agent.
The Directors may exercise the Company's authority to borrow, to pay fees, expenses and additional remuneration or salary for special duties undertaken by any Director, and vote the shares of portfolio companies.
Directors' Interests
The interests of the Directors, and connected persons, in the Ordinary Shares of the Company are shown in the Directors' Remuneration Report on page 35.
Directors' Indemnification and Insurance
Articles 165 and 166 of the Company's Articles of Association provide that, insofar as permitted by law, every Director shall be indemnified by the Company against all costs, charges, expenses, losses or liabilities incurred in the execution and discharge of the Directors' duties, powers or office. The Company has arranged appropriate insurance cover in respect of legal action against its Directors. This cover was in place during the year and also to the date of signing this report.
Given the importance of the investment in LTL, the Company has taken out a policy to insure the lives of the founders and key managers, Michael Lindsell and Nick Train, for GBP6m each for a premium of GBP21,000 per annum (2018: GBP21,000). In the unfortunate event of a claim being made the funds would partly offset the likely fall in the value of the investment in LTL.
Disclosure of Interests
Save as disclosed below and in note 6 to the Financial Statements, no Director was a party to, or had an interest in, any contract or arrangement with the Company.
Michael Lindsell is a director of the Investment Manager, LTL, and the beneficial holder of 36.27% of the issued share capital of that company. He is actively involved in the management of the Lindsell Train Japanese Equity Fund in which he invests, and in which the Company also invests. Details of the Company's investment in this fund can be found on page 6 of the Annual Report.
All of the Directors are non-executive and no Director had a contract of service with the Company at any time during the year.
Corporate Governance
The Corporate Governance Statement, which forms part of this Report of the Directors, is set out on pages 23 to 27.
Employment, Social, Human Rights and Environmental Statements
The Strategic Report on pages 2 to 14 includes statements on social, economic, human rights and environmental issues.
Disclosure Concerning Greenhouse Gas Emissions
The Company itself has no greenhouse gas emissions to report on from its activities.
Annual General Meeting
The Annual General Meeting of the Company will be held on Wednesday 4 September 2019 at 2:30 p.m. and all Shareholders are encouraged to attend. In accordance with the AIC Code, the Notice of Meeting is circulated more than twenty working days before the meeting. The Meeting will be held at St Ermin's Hotel, 2 Caxton Street, London, SW1H 0QW.
The Directors recommend that Shareholders vote in favour of all Resolutions being put to the Annual General Meeting, as they themselves intend to do in respect of their own holdings representing 3.6% of total voting rights.
Special business at the Annual General Meeting
Directors' Remuneration Policy
Resolution 12 is proposed as an Ordinary Resolution to receive and adopt the Directors' Remuneration Policy.
Share buyback authority
Resolution 13 is proposed as a Special Resolution and would, if passed, renew the authority to permit the Company to buy back through the stock market up to a maximum of 29,999 Ordinary Shares of 75p each (equivalent to 14.99% of the Ordinary Shares in issue at the date of this report). Purchases will only be made through the market for cash at prices below the prevailing NAV per Ordinary Share, thereby resulting in an increased NAV per Ordinary Share.
Shares bought back may be held in treasury, which are then eligible for subsequent resale or cancellation. No voting rights or entitlement to distribution (either dividend or on a winding up) applies to shares held in treasury.
Authority to sell treasury shares
Resolution 14 authorises the Directors to sell back into the market shares held in treasury. Treasury shares would not be resold at a price below that at which they had been bought back nor below NAV.
Statement of Directors' responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have prepared the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing the Financial Statements the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
-- make judgments and estimates that are reasonable and prudent;
-- prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The 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 and the Directors' Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent Auditors
Following a formal tender process, led by the Company's Audit Committee, the Board appointed PricewaterhouseCoopers LLP as the Company's Auditors in January 2018. PricewaterhouseCoopers LLP has expressed its willingness to continue to act as the Company's independent auditors ("the Auditors"). A resolution to appoint PricewaterhouseCoopers LLP as the Auditors to the Company and to authorise the Directors to determine the Auditors' remuneration will be proposed at the forthcoming Annual General Meeting.
Audit information
Each of the persons who were Directors at the date of approval of this Annual Report confirm, in accordance with the provisions of Section 418 of the Companies Act 2006 that:
-- so far as each is aware there is no relevant audit information (as defined in the Companies Act 2006) of which the Auditors are unaware; and
-- each has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Auditors are aware of that information.
Going Concern
The Company's business activities, together with the factors likely to affect its future development, performance and position, are described in the Chairman's Statement and in the Investment Manager's Report. The Company has adequate financial resources including readily realisable equity securities and cash and the value of its assets is greater than its liabilities. Additionally, after reviewing the Company's budget including the current financial resources and projected expenses for the next 12 months and its medium-term plans, the Directors believe that the Company's resources are adequate for continuing in business for the foreseeable future. Accordingly, the Directors believe that the Company is well placed to manage its business risks successfully and it is thus appropriate to prepare the Annual Report and financial statements on a going concern basis. The Company does not have a fixed life.
The Directors consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and it provides the information necessary for Shareholders to assess the Company's position, performance, business model and strategy.
Directors' Confirmation Statement
The Directors, as the persons responsible within the Company, hereby confirm to the best of their knowledge:
a) that the Financial Statements within the Annual Report of which this statement forms part have been prepared in accordance with applicable UK Accounting Standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
b) the Strategic Report includes a fair review of the development and performance of the business and position of the Company, together with the principal risks and uncertainties which the Company faces.
By order of the Board
Maitland Administration Services Limited Secretary
11 June 2019
Corporate Governance Statement
The Corporate Governance Statement forms part of the Report of the Directors.
The Board has considered the principles and recommendations of the AIC Code of Corporate Governance ("AIC Code") by reference to the AIC Corporate Governance Guide ("AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.
The Board considers that reporting in line with the principles and recommendations of the AIC Code will provide better information to Shareholders.
The Board confirms that it complies with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.
The UK Corporate Governance Additional Information
Code
- the role of the chief The Board considers these provisions
executive; are not relevant to the Company, as
- executive directors' it is an externally managed investment
remuneration; and company.
- the need for an internal All of the Company's data-to-day management
audit function and administrative functions are outsourced
to third parties. As a result, the Company
has no executive directors, employees
or internal operations. The Company
has therefore not reported further in
respect of these provisions.
---------------------------------------------
AIC Code Principle Additional Information
---------------------------------------------
1 - Senior Independent The Board does not consider it necessary
Director to appoint a Senior Independent Director
as all the Directors endeavor to make
themselves available to Shareholders,
including at general meetings of the
Company.
---------------------------------------------
4 - The Board should have The Board does not have a formal policy
a policy on tenture which requiring Directors to stand down after
is described in the Annual a fixed period. It considers that a
Report long association with the Company and
experience of a number of investment
cycles is valuable and does not compromise
a Director's independence.
Mr Lindsell has served on the Board
for more than nine years. Mr Lindsell
is not considered independent as a result
of his role with the Investment Manager
and stands for reelection annually.
---------------------------------------------
16 - The Board should The Investment Management Agreement
agree policies with the between the Company and the Investment
manager covering key operational Manager sets out the authority delegated
issues. by the Company. Prior Board approval
must be sought for any matters not covered
under this Agreement.
Voting Policy - In the absence of any
direct instruction from the Board the
Directors have authorized one Director,
Mr Lindsell, to vote shares of investee
companies (excluding Lindsell Train
managed fund investments and shares
in LTL) at his discretion. He is required
to consult with the Chairman before
voting on special business or any issues
of a contentious nature.
---------------------------------------------
The Board has considered the 2019 AIC Code of Corporate Governance ("2019 AIC Code") published in early 2019. The Company will report against the 2019 AIC Code in the Annual Report for the year ending 31 March 2020. It is not expected that the Company will report any material departures from the principles contained within the 2019 AIC Code.
Board Structure
The Board recognises that its prime purpose is to direct the business so as to maximise Shareholder value within a framework of proper controls. The Board at the date of this report currently comprises six members, five of whom are male and one who is female. All directors are non-executive and five are independent of the Investment Manager.
The Directors normally meet as a Board on a quarterly basis. The Board lays down guidelines within which the Investment Manager implements investment policy and has a schedule of matters reserved exclusively for resolution by the Directors. All Board members have access to the advice and services of the Company Secretary, the removal or replacement of whom is a matter for the Board as a whole. The Directors are also able to take independent professional advice at the Company's expense.
The Investment Manager, Company Secretary and Administrator all operate in a supportive and cooperative manner and representatives of each attend Board meetings.
The number of meetings of the Board and Committees for the year under review is given below, together with individual Director's attendance at those meetings:
Board Management
(regular Audit Engagement
meetings) Committee Committee
Total number of meetings 4 2 1
Julian Cazalet 4 2 1
Nicholas Allan 2/2 1/1 1
Vivien Gould 4 2 1
Richard Hughes 1/2 0/1 1
Rory Landman 4 2 1
Michael Lindsell 4 2* -
Michael Mackenzie 2/2 1/1 -
* Present as an attendee and not a member of Committee.
Board Performance Evaluation
The Board evaluates the performance of the Board, Committees, individual Directors and third party service providers using a structured questionnaire and without recourse to an external facilitator. The Board is satisfied from the results of these that the Board, its Committees and its third party providers function effectively, both collectively and individually, and contain an appropriate balance of skills and experience for the effective management of the Company.
Board Responsibilities
It is the responsibility of the independent members of the Board, led by the Chairman, to ensure the effectiveness of the Investment Manager and other third party service providers. The Board receives accurate, timely and clear information to assist it in its decision making, and no one Director has unfettered powers of decision.
Matters Reserved for the Board
The Board is responsible for setting the Company's investment objectives, strategy and benchmark. It also decides on the appointment and replacement of key suppliers including the Investment Manager, the Auditors (subject to Shareholder approval), Registrar, Custodian, Company Secretary, Administrator and Tax Services Supplier.
The Board determines what items will be put to Shareholders at general meetings, approves financial results and any communications/announcements relating to the Company. Within the authority granted by Shareholders the Board approves allotments and buy-backs of Ordinary Shares and increases/reductions of Ordinary Shares in issue and in treasury.
The Board monitors key risks and ensures that there is a structure of internal controls in place to mitigate the likelihood of risks materialising. These are explained in greater detail below. Authority has been delegated to the Investment Manager to take decisions on the purchase and sale of individual investments. However, the Board retains authority in relation to the investment in LTL and LTL funds. The Board has also delegated authority to the Committees listed on page 27 and has established Terms of Reference which are available on the Company's page on LTL's website and from the Registered Office of the Company.
A schedule of matters reserved for the Board is also available on the Company's page on LTL's website and from the Registered Office of the Company.
Internal Control
The Board confirms that there is an ongoing process for identifying, evaluating and managing those risks which are significant for the Company (particularly operational risks) and that this process reflects the guidance provided by the FRC. This process has been in place for the year ended 31 March 2019 and up to the date of the Annual Report and Financial Statements, and is regularly reviewed by the Board. The review covers all material financial, operational and compliance controls and risk management systems.
The Board has ultimate responsibility for the system of internal control and for reviewing its effectiveness. The key elements of the system are the appointment of an independent custodian with responsibility for safeguarding the Company's assets and clearly defined responsibilities between the Board, the Custodian and the Investment Manager, all of whom have detailed operating procedures in place. The controls operated by the Board include the authorisation of the investment strategy and regular reviews of the investment performance and financial results. The system is designed to manage rather than eliminate the risk of being unable to meet business objectives and can provide reasonable but not absolute assurance against material misstatement or loss. The Board reviews the operation and effectiveness of the Company's internal controls regularly through identification and assessment of key risks and there is an annual review of how these are managed.
The Board has delegated the management of the investment portfolio (excluding investments in LTL and LTL managed funds) to the Investment Manager, LTL. LTL and the Board regularly discuss the investments in LTL and LTL funds. The day-to-day administration and the Company Secretarial requirements are contractually delegated to Maitland Administration Services Limited, and the custodial services including the safeguarding of assets to Northern Trust Company (see note 17). These contracts have been entered into after full consideration by the Board of the services undertaken and are reviewed annually. The Investment Manager, Administrator and Custodian all maintain their own systems of internal and financial controls.
The Investment Manager has established a framework to provide reasonable assurance on the effectiveness of internal controls operated on behalf of its clients. The Investment Manager's compliance officer assesses and reports to the Board on that effectiveness and on the various business risks that may be encountered by the Investment Manager.
The Company Secretary and Administrator also has established internal controls and have procedures in place to monitor them.
The Audit Committee reviews, at least annually, a detailed analysis of the activities and potential risks to which the Company might be exposed and the key controls in place to minimise risk.
The Board is satisfied that its approach to managing internal control and risk conforms to the recommendations of the FRC's Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014).
As the Company's investment management, administration and custodial activities are carried out by third party service providers, the Board does not consider it necessary to have an internal audit function or whistleblowing procedures. The Audit Committee reviews annually the whistleblowing procedures of the Investment Manager and the Administrator.
The Nomination Committee
The Board as a whole fulfils the function of a Nomination Committee, but decisions on the appointment of new Directors are taken by independent Directors only. The Directors have many years' experience within the industry between them and a broad knowledge of individuals who would have the necessary skills to promote and develop the Company. Accordingly the Nomination Committee does not consider it necessary to engage the services of third party search consultants unless the Directors are unable to identify suitably skilled individuals.
The Board's policy on diversity, including gender, is described in more detail on page 14.
The Board's policy on tenure is that Directors' appointments are reviewed through the regular board performance evaluations. There is no requirement for Directors to stand down after a fixed period of time as the Company values experience over a number of investment cycles.
Remuneration Committee
The Company has no executive Directors and the Board as a whole fulfils the function of a Remuneration Committee.
Audit Committee
The Company's Audit Committee during the year comprised Vivien Gould (Chairman), Julian Cazalet and Rory Landman. Michael Mackenzie served on the Committee until 29 August 2018. Nicholas Allan and Richard Hughes served on the Committee from 18 September 2018. Although Mr Cazalet is Chairman of the Board, the Board considers it desirable that he continues as a member of the Committee. The Audit Committee has set out a formal Report on pages 28 to 30 of the Annual Report.
Management Engagement Committee
The Company's Management Engagement Committee during the year comprised Julian Cazalet (Chairman), Vivien Gould and Rory Landman. Michael Mackenzie served on the Committee until 29 August 2018. Nicholas Allan and Richard Hughes served on the Committee from 18 September 2018. The Committee considers the performance, terms, fees and other remuneration payable to LTL, Maitland Administration Services Limited and other service providers.
Shareholder Relations
The Company, through the Investment Manager (in accordance with its stated policy on stewardship), has regular contact with its institutional Shareholders. The Board supports the principle that the Annual General Meeting should be used to communicate with private investors. It has implemented the provisions of the AIC Code in this Report for the forthcoming Annual General Meeting and recommends that Shareholders attend the meeting, where the Directors present will be able to answer any questions they may have in relation to the Company and its activities.
Rather than read out proxy voting figures at General Meetings of the Company, the Board has instead elected to provide attending Shareholders with a printed summary of proxy voting. The proxy voting figures are also made available on the web pages of the Company after the meeting.
Shareholders may contact the Board through either the Investment Manager or the office of the Company Secretary, contact details for whom are given on page 79.
This report to Shareholders for the year ended 31 March 2019 has been prepared in accordance with guidance issued by the Financial Reporting Council and the UK Corporate Governance Code issued by it in September 2014.
Composition of the Committee
The Audit Committee during the year comprised five Directors all of whom are members of the Board. All of the members of the Committee are independent and considered to have sufficient recent and relevant experience to enable the Committee to function effectively. Julian Cazalet and Rory Landman have current experience in relation to accounting and financial matters. The Company Secretary is Secretary to the Committee.
Role of the Committee
The principal activities undertaken by the Audit Committee are:
-- to monitor and review the effectiveness of all aspects of the Company's financial reporting;
-- to satisfy itself as to the integrity of the full year and half year reports to Shareholders;
-- to advise the Board that such reports are fair, balanced and understandable and comply with applicable laws and regulations;
-- to monitor the effectiveness of internal controls operated by third party service providers appointed by the Board to undertake the day-to-day activities and administration of the Company's business;
-- to consider significant issues (if any) which are identified by the Auditors and to determine such action (if any) as needs to be recommended to the Board in connection therewith;
-- to meet, at least annually, with the Auditors and review the audit plan proposed by them; including areas of risk they will look particularly at, their level of materiality and the fee proposed by them for the statutory audit work;
-- to make recommendations to the Board on the appointment, reappointment, replacement or removal of the Auditors;
-- to consider all proposals and fees for non-audit work, which may include tenders from independent third parties as well as proposals from the Auditors to undertake such work, the fees for such work and their suitability to undertake the work involved;
-- to monitor and satisfy itself as to the independence, objectivity, resources and qualifications of the Auditors at least annually;
-- to consider, at least annually, whether or not the Company should have an internal audit function.
Meetings
The Audit Committee normally meets twice each year. Meetings are held to consider the full year and half year results, and shortly before each year end to review the Auditors' proposed plans, scope of work and costs for the ensuing full year audit. Representatives of the Investment Manager and the Administrator attend meetings to provide input and respond to questions. The Committee also holds meetings with the Auditors without any of the Company's third party service providers present at which any aspect of the Auditors' work may be discussed.
The Audit Committee operates under written Terms of Reference, copies of which are available on the Company's page on LTL's website and from the Registered Office of the Company.
Internal Controls
The Committee is responsible for ensuring that suitable controls are in place to prevent and detect fraud, error and misstatement of financial information. As the Company outsources all of its functions to third parties, neither the Committee nor the Company has any internal control structure in place but instead requires its third party service providers to report on their internal controls. These reports are received at least annually, including reports which have been independently verified by the relevant service provider's independent auditors.
Audit process
The Committee reviews at least annually whether the Company should have an internal audit function. It has recommended to the Board that, given the size, structure and nature of the Company's activities, and that all operations are carried out by third party service providers, an internal audit function is not appropriate. The Board has endorsed the recommendation of the Committee.
PricewaterhouseCoopers LLP are the Auditors and were appointed in March 2018 after the resignation of Grant Thornton LLP. The Committee is not aware of any contractual or other restrictions which would impinge on the Committee's ability to select independent auditors.
The Partner responsible for the audit affairs of the Company is subject to change at least every five years.
The Committee satisfies itself as to the independence of the Auditors, and in particular takes into account any non-audit work undertaken by the Auditors. When considering whether to appoint the Auditors to undertake non-audit work the Committee takes into account any potential impairment of independence or impartiality, knowledge of the Company and their proposed fee. The Committee may also put non-audit work out to tender.
Tax Compliance
The Company has engaged ACA Compliance Group to assist with the Company's tax compliance matters. In particular, the preparation and submission of the Company's corporation tax computation and tax return.
Significant issues in relation to Financial Statements
When planning the statutory audit, the Committee identified the following areas of particular significance which might require particular audit emphasis:
-- ownership of investments and assets included in the portfolio;
-- valuation of positions in the portfolio, especially any which are illiquid or unquoted; and
-- accuracy and completeness of the recognition of revenue.
Ownership of investments
The Administrator has highlighted no issues and confirmed that all additions, disposals and corporate actions were agreed to contract notes or other supporting documentation. In addition, a list of holdings was checked against an independent statement provided by the Company's custodian.
Valuation of investments
The Audit Committee considered the valuation methodology of the unquoted investment in LTL representing 46% of net assets. During the financial year ended 31 March 2018 the Board appointed professional external advisors to conduct a review of the valuation methodology. As a result of this review, the Board agreed to maintain the valuation methodology and hence the valuation approach remains consistent with prior years.
The other 54% of the Company's net assets are quoted investments and cash. The valuation of these investments is a material matter in the production of the Financial Statements. The Audit Committee reviewed the procedures in place for ensuring the accuracy of the values and is content that these procedures remain robust.
The results of the valuation of all investments were discussed with the Auditors. No material issues were identified.
Revenue
The Audit Committee reviewed the Auditors' approach to the audit prior to the commencement of the audit. The results of the audit in this area were discussed with the Auditor and there were no significant issues arising in relation to the recognition of revenue. The Administrator has also highlighted no issues in relation to revenue recognition.
Independence and effectiveness of the Auditors
The Committee is satisfied with the independence, objectivity and impartiality of the Auditors. In order to fulfil the Committee's responsibility regarding the independence of the Auditors, we reviewed the Auditors arrangements concerning any conflicts of interest, the extent of any non-audit services, and the statement by the Auditors that they remain independent within the meaning of the regulations and their professional standards. No non-audit services were provided by the Auditors.
The Committee is also satisfied that the audit process was effective. In order to consider the effectiveness of the audit process, we reviewed the Auditors' fulfilment of the agreed audit plan, the report arising from the audit and feedback from those involved in the audit process.
Reappointment of the Independent Auditors
The Committee is satisfied that the independence, objectivity and impartiality of the Auditors has not been compromised. Accordingly a resolution to reappoint Pricewaterhouse Coopers LLP as the Auditors will be proposed at the forthcoming Annual General Meeting.
The Committee has decided not to put the Company's audit work out to tender as it has been satisfied with the services it has been provided with and the audit fees paid are inline with expectations
Vivien Gould
Chairman - Audit Committee
11 June 2019
Directors' Remuneration Report
This Remuneration Report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It describes the Company's Directors' Remuneration Policy ("Policy"), and how the Policy was implemented for the year to 31 March 2019.
The Board does not consider it necessary or appropriate to establish a separate Remuneration Committee as the Company has no employees, the Board is small, and there are no executive Directors. Non-executive Directors' remuneration is determined by the Board in line with the Directors' Remuneration Policy (below).
Remuneration Policy
This Directors' Remuneration Policy ("Policy") sets out details of the Company's policy on the remuneration of Directors of the Company.
The Policy is subject to a triennial binding vote. However, the Board has resolved that, for good governance purposes, the Policy vote will be put to Shareholders every year. Accordingly, a resolution to approve the Policy will be put to Shareholders at the 2019 Annual General Meeting. The Policy, subject to the vote, is set out in full below and is currently in force.
The Company has only non-executive directors and no employees. The Directors of the Company are entitled to such rates of annual fees as the Board at its discretion determines, subject to aggregate annual fees not exceeding GBP220,000 under the Company's Articles of Association ("Articles"). No change to this ceiling is currently envisaged. Each Director abstains from voting on the specific remuneration to be paid to them.
In addition to fees, Directors are entitled to reimbursement of reasonable expenses incurred by them in the performance of their duties. In line with the majority of investment trusts, no component of any Director's remuneration is subject to performance factors. There are no provisions in Directors' Letters of Appointment for recovery or withholding of fees or expenses. Annual fees are pro-rated where a change takes place during a financial year.
The Board reviews annually the remuneration paid by other similar investment trusts. The Board considers it important to pay sufficient compensation in order to promote the long-term success of the Company. The following table of remuneration components was approved with effect from 1 January 2018.
Table of Directors' Remuneration Components
Component Annual Purpose and operation
Rate (GBP)
Basic Annual 22,000 In recognition of the time and commitment
Fee: required by Directors of public companies.
Each Director The basic fee is reviewed
against those paid for peer companies
to ensure that it reflects fair and
adequate compensation for the role.
Additional 10,000 For the additional time, commitment
Fee: and responsibility
Chairman of required on the Company's business
the Board issues; and providing leadership as
Chairman of the Board.
Additional 4,000 For the greater time required on the
Fee: Audit financial and
Committee Chairman Audit Committee reporting affairs of
the Company.
Additional Variable In the event that the Company undertakes
Fee: a complex or large project, such additional
Each Director fee as will fairly compensate for the
additional time and commitment required
by a Director.
Expenses: Variable Reimbursement of expenses properly
Each Director incurred by Directors in attending
meetings and/or otherwise in the performance
of their duties to the Company.
Notes:
1. The Board only exercises its discretion to fix fees after an analysis of fees paid to directors of other companies of a similar size to that of the Company.
2. As the Company has no employees, there are no differences in policy between the remuneration of Directors and the remuneration of employees.
3. None of the Directors are entitled to receive any remuneration which is performance-related.
The table below shows the rate of annual fees payable to the highest paid Director, the Chairman, and all other non-executive Directors as at 31 March 2019 and as at 31 March 2018:
Fees 2019 (GBP) 2018 (GBP)
Chairman 32,000 32,000
Chairman of Audit Committee 26,000 26,000
Board Member 22,000 22,000
Recruitment Remuneration Principles
1. The remuneration package for any new Chairman or non-executive Director will be the same as the prevailing rates determined on the bases set out above. The fees and entitlement to reclaim reasonable expenses will be set out in Directors' Letters of Appointment.
2. The Board will not pay any introductory fee or incentive to any person to encourage them to become a Director. However, it may engage the services of search & selection specialists in connection with the process of appointing new non-executive Directors.
3. The Company does not intend appointing any executive Directors in the foreseeable future. 4. The aggregate maximum fees currently payable to all Directors is GBP220,000 per annum.
Service Contracts
None of the Directors has a service contract with the Company. Non-executive Directors are engaged under Letters of Appointment.
Loss of Office
Directors' Letters of Appointment expressly prohibit any entitlement to payment or compensation on loss of office.
Scenarios
All remuneration of the Chairman and non-executives Directors' is fixed at annual rates and there are no performance related scenarios where remuneration will vary. It is accordingly not considered appropriate to provide different remuneration scenarios for each Director.
Statement of consideration of conditions elsewhere in the Company
The Company has no employees, nor does it have any subsidiaries or associated companies which have employees, and accordingly a process of consulting with employees on the setting of the Company's Remuneration Policy is not applicable.
Other Items
None of the Directors has any entitlement to pensions or pension related benefits, medical or life insurance schemes, share options, long-term incentive plans or any form of performance related payments. No Director is entitled to any other monetary payment or any assets of the Company except in their capacity (where applicable) as Shareholders of the Company.
Directors' and Officers' liability insurance cover is maintained by the Company, at the Company's expense, on behalf of all Directors.
The Company has also provided indemnities to the Directors in respect of costs or other liabilities which they may incur in connection with any claims relating to their performance or the performance of the Company whilst they are Directors.
The Directors' interests in contractual arrangements with the Company are as shown in the Annual Report on Remuneration below. No Director had any interest in any contracts with the Company during the year to 31 March 2019 or subsequently other than as stated in the Report of the Directors.
Annual Report on Remuneration
A Resolution to adopt this Annual Report on Remuneration will be put to the forthcoming Annual General Meeting. The vote is advisory only and not binding on the Company, but does give Shareholders a chance to inform the Board of their views on Directors' remuneration. The Board has proposed no significant changes to the way the remuneration policy will be implemented in the next financial year.
The rates of fees paid to Directors were reviewed during the year and remained unchanged. The directors' fees (effective from 1 January 2018) are equivalent to the following annual rates: Julian Cazalet (Chairman of the Board) GBP32,000; Vivien Gould (Chairman of the Audit Committee) GBP26,000; and other directors GBP22,000 each with the exception of Michael Lindsell who, because of his connection with the Investment Manager, waived his entitlement to fees.
Directors' emoluments
The single total figure of remuneration for each Director for the year to 31 March 2019 is detailed below together with the prior year comparative.
Single Total Figure Table (audited information)
Name of Director Fees paid/Total
(GBP)*
Year to 31 March: 2019 2018
Julian Cazalet 32,000 30,500
Nicholas Allan 11,700 -
Vivien Gould 26,000 24,500
Richard Hughes 11,700 -
Rory Landman 22,000 20,500
Michael Lindsell - -
Michael Mackenzie# 8,500 20,500
--------- ------
TOTALS 112,000 96,000
========= ======
* There were no taxable benefits.
Nicholas Allan and Richard Hughes were appointed on 18 September 2018.
# Michael Mackenzie resigned on 29 August 2018.
None of the Directors are entitled to pensions or pension related benefits, medical or life insurance, share options, long-term incentive plans, and any form of performance related pay. Also, no Director has any right to any payment by way of monetary equivalent to an entitlement or to any assets of the Company except in their capacity as Shareholders.
As the Company does not have a Chief Executive Officer or any executive Directors, there are no percentage increases to disclose in respect of their Single Total Figure.
Sums paid to Third Parties (audited information) - There were no sums paid to third parties during the year ended 31 March 2019 (2018: nil).
Directors' & Officers' insurance is maintained by the Company, at the Company's expense, on behalf of all Directors, in accordance with Article 173 of the Company's Articles of Association.
Taxable benefits - None of the Directors received any taxable benefits other than fees.
Expenses - Under the Articles of Association, Directors are entitled to reimbursement of reasonable expenses incurred by them in connection with attendance at Board and General Meetings, the performance of their duties, and any additional work or duties they undertake at the Company's request.
Pensions related benefits - Although Article 109 of the Company's Articles of Association permits the Company to provide pensions and/or similar benefits for Directors and employees of the Company, no schemes or arrangements have been established and no Director is entitled to any pension or similar benefits.
Loss of office
Directors do not have service contracts with the Company but are engaged under Letters of Appointment. These expressly exclude any entitlement to compensation upon leaving office for whatever reason.
Statement of Directors' shareholding and share interests (audited information)
Neither the Articles nor the Directors' Letters of Appointment require any Director to own shares in the Company. The interests of the Directors and their connected persons in the equity securities of the Company at 31 March 2019 and 31 March 2018 are shown in the table below:
Ordinary Shares of Ordinary Shares
75p 31 March 2019 of 75p 31 March
2018
J Cazalet - -
N Allan - -
V Gould - -
R Hughes - -
R Landman 100 100
M Lindsell 7,155 7,155
M Lindsell (non-beneficial)* 3,600 3,600
M Mackenzie (non-beneficial) n/a 150
*Mr Lindsell's non-beneficial shares relate to him acting as a trustee of a family trust.
No changes in the above interests occurred between 31 March 2019 and the date of this Report. None of the Directors has been granted, or exercised, any options or rights to subscribe for Ordinary Shares of the Company.
Share Price Total Return
The chart below illustrates the total Shareholder return for a holding in the Company's shares as compared to the Benchmark between the relevant dates. The Board has adopted this as the measure for both the Company's performance and that of the Investment Manager for the year.
http://www.rns-pdf.londonstockexchange.com/rns/9718B_2-2019-6-12.pdf
Relative Importance of Spend on Pay
The table below shows the amount of the Company's income spent on Directors' remuneration in comparison with investment management and performance fees paid and dividends paid to Shareholders.
2019 2018 Increase/
GBP GBP (decrease)
%
Directors' remuneration 112,000 96,000 16.7%
Investment management fees and other
expenses 1,459,000 1,188,000 22.8%
Performance fees (charged to capital) 2,433,000 2,827,000 (13.9%)
Dividends to Shareholders (final and
special) 5,900,000 4,360,000 35.3%
Voting at Annual General Meeting
A binding Ordinary Resolution approving the Directors' Remuneration Policy and a non-binding Ordinary Resolution adopting the Annual Report on Directors' Remuneration for the year ended 31 March 2018 were approved by Shareholders at the Annual General Meeting held on 29 August 2018. The votes cast by proxy were as follows:
Remuneration Policy
For - % of votes cast 99.9%
Against - % of votes cast 0.1%
At Chairman's discretion - %
of votes cast 0.0%
Total votes cast 58,241
Number of votes withheld 0
Annual Report on Directors'
Remuneration
For - % of votes cast 99.9%
Against - % of votes cast 0.1%
At Chairman's discretion - %
of votes cast 0.0%
Total votes cast 58,238
Number of votes withheld 3
Statement by the Chairman of the Board
The Directors confirm that the Directors' Remuneration Policy and the Annual Report on Directors' Remuneration set out above provide a fair and reasonable summary for the financial year ended 31 March 2019 of:
a) the major decisions on Directors' remuneration; b) any changes relating to Directors' remuneration made during the year; and c) the context in which those changes occurred and the decisions which have been taken.
By order of the Board
Julian Cazalet Chairman
11 June 2019
Independent auditors' report to the members of
The Lindsell Train Investment Trust plc
Report on the audit of the Financial Statements
Opinion
In our opinion, The Lindsell Train Investment Trust plc's Financial Statements:
-- give a true and fair view of the state of the Company's affairs as at 31 March 2019 and of its return and cash flows for the year then ended;
-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law); and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the Financial Statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the statement of financial position as at 31 March 2019; the income statement, the cash flow statement and the statement of changes in equity for the year then ended; and the notes to the Financial Statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company.
We have provided no non-audit services to the Company in the period from 1 April 2018 to 31 March 2019.
Our audit approach
Overview
Materiality
-- Overall materiality: GBP1.79m (2018: GBP1.49m), based on 1% of Net Asset Value.
Audit scope
-- The Company is a standalone Investment Trust Company and engages Lindsell Train Limited (the "Manager") to manage its assets.
-- We conduct our audit of the Financial Statements with the assistance of Maitland Administration Services Limited (the "Administrator") to whom the Directors have delegated the provision of certain administrative functions.
-- We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the third parties referred to above, the accounting processes and controls, and the industry in which the Company operates.
We obtained an understanding of the control environment in place at the Administrator, and adopted a fully substantive testing approach using reports obtained from the Administrator.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the Financial Statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the on-going qualification as an Investment Trust under the Corporation Tax Act 2010 (see page 53 of the Annual Financial Report) and we considered the extent to which non-compliance might have a material effect on the Financial Statements. We also considered those laws and regulations that have a direct impact on the Financial Statements such as the Companies Act 2006 and Chapter 15 of the UK Listing Rules applicable to Closed-Ended Investment Funds, and we considered the extent to which non-compliance might have a material effect on the Financial Statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the Financial Statements (including the risk of override of controls), and determined that the principal risks were related to posting of inappropriate journal entities to increase income or to overstate the value of investments and increase the net asset value of the Trust. Audit procedures performed by the engagement team included:
-- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud, and review of the reports made by management;
-- Reviewing relevant meeting minutes, including those of the audit and risk committee;
-- Assessment of the Company's compliance with the requirements of section 1158 of the Corporation Tax Act 2010, including recalculation of numerical aspects of the eligibility conditions; and
-- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Key audit matters
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit
matter
Valuation and existence Our main audit procedures over valuation
of unlisted investments and existence of unlisted
Refer to page 30 (Audit investments were as follows:
Committee Report), pages * We understood and evaluated the valuation methodology
48 and 49 (Accounting applied, by reference to industry practice, and
Policies) and page 55 tested the techniques used, by the Directors in
(notes). determining the fair value of the unlisted
investment.
The investment portfolio
at 31 March 2019 included
one unlisted investment. * This together with our knowledge of the investee
entity, FRS 102 and the AIC SORP, enabled us to
We focused on the valuation discuss with and challenge the Directors as to the
and existence of the appropriateness of the methodology and key inputs
unlisted investment used, and the valuation itself. Supported by our
as this investment represented internal Valuation experts we tested appropriateness
a material balance in of the key assumptions, including the discount rate
the Financial Statements and earnings multiples, being applied to the
(GBP82m) and the valuation valuation.
requires estimates and
significant judgements
to be applied by the * We found that the valuation of the unlisted
Directors such that investment was consistent with the above accounting
changes to key inputs policies and hat the assumptions used in aggregate to
to the estimates and/or derive the valuation within the Financial Statements
the judgements made were appropriate based on the investee's
can result in a material circumstances, and actual and expected financial
change to the valuation performance.
of the unlisted investment.
* We tested the existence of the unlisted investment by
agreeing the holding to an independent confirmation
from the Custodian.
------------------------------------------------------------------
Key audit matter How our audit addressed the key audit
matter
Valuation and existence Our main audit procedures over valuation
of listed investments and existence of listed investments
Refer to page 30 (Audit were as follows:
Committee * We tested the valuation of all listed investments by
Report), pages 48 and agreeing the prices used in the valuation to
49 (Accounting Policies) independent third party sources. No misstatements
and page 55 (notes). were identified by our testing which required
reporting to those charged with governance.
The investment portfolio
at 31 March 2019 comprised
listed equity investments * We agreed the existence of investments to independent
of GBP95 million. We third party sources by agreeing the holdings of
focused on the valuation investments to an independent confirmation from the
and existence of investments Depositary. No differences were identified.
because investments
represent the principal
element of the net asset
value as disclosed in
the Statement of Financial
Position in the Financial
Statements.
------------------------------------------------------------------
Income from investments Our main audit procedures over income
Refer to page 30 (Audit from investments were as follows:
Committee Report), page * We assessed the accounting policy for income
49 (Accounting Policies) recognition for compliance with accounting standards
and page 50 (notes). and the AIC SORP and performed testing to check that
ISAs (UK) presume there income had been accounted for in accordance with this
is a risk of fraud in stated accounting policy.
income recognition.
We considered this risk
to specifically relate * We found that the accounting policies implemented
to the risk of overstating were in accordance with accounting standards and the
investment gains and AIC SORP, and that income has been accounted for in
the misclassification accordance with the stated accounting policy.
of dividend income as
capital rather than
revenue due to the pressure * We understood and assessed the design and
management may feel implementation of key controls surrounding income
to achieve capital growth recognition.
in line with the objective
of the Company.
We focused on the valuation * To test the occurrence and accuracy of capital gains,
of investments with we reconciled realised gains and recalculated
respect to gains on unrealised gains and losses through testing the
investments and the valuation of the portfolio.
accuracy and completeness
of dividend income recognition
and its presentation * In addition, we tested dividend receipts by agreeing
in the Income Statement the dividend rates from investments to independent
as set out in the requirements third party sources. No misstatements were identified
of The Association of by our testing which required reporting to those
Investment Companies charged with governance.
Statement 'AIC
of Recommended Practice
(the SORP'). * To test for completeness, we tested that the
appropriate dividends had been received in the year
by reference to independent data of dividends
declared for a sample of investment holdings in the
portfolio. Our testing did not identify any
unrecorded dividends.
* We tested the allocation and presentation of dividend
income between the revenue and capital return columns
of the Income Statement in line with the requirements
set out in the AIC SORP. We did not find any special
dividends that were not treated in accordance with
the AIC SORP.
------------------------------------------------------------------
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the Financial Statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which it operates.
The Company's accounting is delegated to the Administrator, who maintains the Company's accounting records and who has implemented controls over those accounting records.
We obtained our audit evidence from substantive tests. However, as part of our risk assessment, we understood and assessed the internal controls in place at the Administrator to the extent relevant to our audit. This assessment of the operating and accounting structure in place at both organisations involved obtaining and analysing the relevant control reports issued by the independent service auditor of the Administrator in accordance with generally accepted assurance standards for such work. Following this assessment, we applied professional judgement to determine the extent of testing required over each balance in the Financial Statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the Financial Statements as a whole.
Based on our professional judgement, we determined materiality for the Financial Statements as a whole as follows:
Overall materiality GBP1.79m (2018: GBP1.49m).
How we determined 1% of Net Asset Value.
it
-----------------------------------------------------
Rationale for benchmark We have applied this benchmark, a generally
applied accepted auditing practise for investment
trust audits, in the absence of indicators
that an alternative benchmark would be appropriate
and because we believe this provides an appropriate
and consistent year on year basis for our
audit.
-----------------------------------------------------
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above GBP90,000 (2018: GBP75,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Going concern
In accordance with ISAs (UK) we report as follows:
Reporting obligation Outcome We are required to report if We have nothing material to we have anything material to add or to draw attention to. add or draw attention to in respect However, because not all future of the Directors' statement in events or conditions can be the Financial Statements about predicted, this statement is whether the Directors considered not a guarantee as to the Company's it appropriate to adopt the going ability to continue as a going concern basis of accounting in concern. For example, the terms preparing the Financial Statements on which the United Kingdom and the Directors' identification may withdraw from the European of any material uncertainties Union are not clear, and it to the Company's ability to continue is difficult to evaluate all as a going concern over a period of the potential implications of at least twelve months from on the Company's business and the date of approval of the Financial the wider economy. Statements. We are required to report if We have nothing to report. the Directors' statement relating
to Going Concern in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the Financial Statements and our auditors' report thereon. The Directors are responsible for the other information. Our opinion on the Financial Statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the Financial Statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report, Report of the Directors and Corporate Governance Statement, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated).
Strategic Report and Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Report of the Directors for the year ended 31 March 2019 is consistent with the Financial Statements and has been prepared in accordance with applicable legal requirements. (CA06)
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Report of the Directors. (CA06)
Corporate Governance Statement
In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Statement (on page 26) about internal controls and risk management systems in relation to financial reporting processes in compliance with rules 7.2.5 and 7.2.6 of the Disclosure Guidance and Transparency Rules sourcebook of the FCA ("DTR") is consistent with the Financial Statements and has been prepared in accordance with applicable legal requirements. (CA06)
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in this information. (CA06)
In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Statement (on pages 23 to 27) with respect to the Company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the DTR. (CA06)
We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company. (CA06)
The Directors' assessment of the prospects of the Company
and of the principal risks that would threaten the solvency
or liquidity of the Company
We have nothing material to add or draw attention to regarding:
* The Directors' confirmation on page 12 of the Annual
Report that they have carried out a robust assessment
of the principal risks facing the Company, including
those that would threaten its business model, future
performance, solvency or liquidity.
* The disclosures in the Annual Report that describe
those risks and explain how they are being managed or
mitigated.
* The Directors' explanation on page 21 of the Annual
Report as to how they have assessed the prospects of
the Company, over what period they have done so and
why they consider that period to be appropriate, and
their statement as to whether they 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 their assessment, including
any related disclosures drawing attention to any
necessary qualifications or assumptions.
We have nothing to report having performed a review of the
Directors' statement that they have carried out a robust assessment
of the principal risks facing the Company and statement in
relation to the longer-term viability of the Company. Our
review was substantially less in scope than an audit and only
consisted of making inquiries and considering the Directors'
process supporting their statements; checking that the statements
are in alignment with the relevant provisions of the UK Corporate
Governance Code (the "Code"); and considering whether the
statements are consistent with the knowledge and understanding
of the Company and its environment obtained in the course
of the audit. (Listing Rules)
Other Code Provisions
We have responsibility to report when:
* The statement given by the Directors, on page 22,
that they consider the Annual Report taken as a whole
to be fair, balanced and understandable, and provides
the information necessary for the members to assess
the Company's position and performance, business
model and strategy is materially inconsistent with
our knowledge of the Company obtained in the course
of performing our audit.
* The section of the Annual Report on page 28
describing the work of the Audit Committee does not
appropriately address matters communicated by us to
the Audit Committee.
* The Directors' statement relating to the Company's
compliance with the Code does not properly disclose a
departure from a relevant provision of the Code
specified, under the Listing Rules, for review by the
auditors.
We have nothing to report in relation to these matters.
Directors' Remuneration
* In our opinion, the part of the Directors'
Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
(CA06)
Responsibilities for the Financial Statements and the audit
Responsibilities of the Directors for the Financial Statements
As explained more fully in the Statement of Directors' Responsibilities for the Annual Report set out on pages 20 and 21, the Directors are responsible for the preparation of the Financial Statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- the Financial Statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the audit committee, we were appointed by the members on 1 March 2018 to audit the Financial Statements for the year ended 31 March 2018 and subsequent financial periods. The period of total uninterrupted engagement is 2 years, covering the years ended 31 March 2018 to 31 March 2019.
Christopher Meyrick (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Edinburgh
11 June 2019
Financial Statements
Income Statement for the year ended 31 March 2019
Revenue 2019 Capital Total Revenue 2018 Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments
held at fair value
through profit or loss 11 - 29,414 29,414 - 32,469 32,469
Exchange (losses)/gains
on currency - (24) (24) - 9 9
Income 2 8,680 - 8,680 6,505 - 6,505
Investment management
fees 3 (995) (2,433) (3,428) (818) (2,827) (3,645)
Other expenses 4 (464) - (464) (370) (1) (371)
-------- ------------- --------- -------- -------------- ---------
Net return before finance
costs and tax 7,221 26,957 34,178 5,317 29,650 34,967
Interest payable and
similar charges 7 - - - (1) - (1)
-------- ------------- --------- -------- -------------- ---------
Return before tax 7,221 26,957 34,178 5,316 29,650 34,966
Tax 8 (49) - (49) (33) - (33)
-------- ------------- --------- -------- -------------- ---------
Return after tax for
the financial year 7,172 26,957 34,129 5,283 29,650 34,933
======== ============= ========= ======== ============== =========
Return per Ordinary
Share 10 GBP35.86 GBP134.79 GBP170.65 GBP26.42 GBP148.25 GBP174.67
All revenue and capital items in the above statement derive from continuing operations.
The total columns of this statement represent the profit and loss accounts of the Company. The revenue and capital return columns are supplementary to this and are prepared under the guidance published by the Association of Investment Companies.
The Company does not have any other recognised gains or losses. The net gains for the year disclosed above represent the Company's total comprehensive income.
No operations were acquired or discontinued during the year.
The notes on pages 48 to 64 form part of these Financial Statements.
Statement of Changes in Equity for the year ended 31 March 2019
Share capital Special Capital Revenue
reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the year ended 31 March
2019
At 31 March 2018 150 19,850 121,078 8,338 149,416
Return after tax for the
financial year - - 26,957 7,172 34,129
Dividends paid (see note
9) - - - (4,360) (4,360)
----------------- -------- -------- --------- -------
At 31 March 2019 150 19,850 148,035 11,150 179,185
================= ======== ======== ========= =======
Share Special Capital Revenue
capital reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the year ended 31 March
2018
At 31 March 2017 150 19,850 91,428 6,215 117,643
Return after tax for the
financial year - - 29,650 5,283 34,933
Dividends paid (see note
9) - - - (3,160) (3,160)
----------------- -------- -------- --------- -------
At 31 March 2018 150 19,850 121,078 8,338 149,416
================= ======== ======== ========= =======
The notes on pages 48 to 64 form part of these Financial Statements.
Statement of Financial Position at 31 March 2019
2019 2018
Notes GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Investments held at fair
value through profit or
loss 11 177,693 148,950
Current assets
Other receivables 12 293 263
Cash at bank and in hand 3,782 3,163
----- ------- --------- -------
4,075 3,426
Creditors: amounts falling
due within one year
Other payables 13 (2,583) (2,960)
----- ------- --------- -------
Net current assets/(liabilities) 1,492 466
--------- ---------
Net assets 179,185 149,416
========= =========
Capital and reserves
Called up share capital 14 150 150
Special reserve 15 19,850 19,850
--------- ---------
20,000 20,000
Capital reserve 15 148,034 121,078
Revenue reserve 11,151 8,338
--------- ---------
Total Shareholders' funds 16 179,185 149,416
========= =========
Net Asset Value per Ordinary 16 GBP895.93 GBP747.08
Share
The Financial Statements on pages 44 to 64 were approved by the Board on 11 June 2019 and were signed on its behalf by:
Julian Cazalet Chairman
The Lindsell Train Investment Trust plc
Registered in England & Wales, No: 4119429
The notes on pages 48 to 64 form part of these Financial Statements.
Cash Flow Statement for the year ended 31 March 2019
Notes 2019 2018
GBP'000 GBP'000
Operating Activities
Net return before finance costs
and tax 34,178 34,966
Gains on investments held at fair
value (29,414) (32,469)
Losses/(gains) on exchange movements 24 (9)
Decrease in other receivables 24 1
(Decrease)/increase in accrued income (57) (1)
(Decrease)/increase in other payables (377) 26
Purchase of investments held at
fair value (4,414) (970)
Sale of investments held at fair
value 5,088 3,119
--------- ---------
Net cash inflow from operating activities
before interest and taxation 5,052 4,663
Interest paid - (1)
Taxation on investment income (49) (25)
--------- ---------
Net cash inflow from operating activities 5,003 4,637
Financing activities
Equity dividends paid 9 (4,360) (3,160)
--------- ---------
Net cash outflow from financing
activities (4,360) (3,160)
Increase in cash and cash equivalents 643 1,477
Cash and cash equivalents at beginning
of year 3,163 1,677
Gains on exchange movements (24) 9
--------- ---------
Cash and cash equivalents at end
of year 3,782 3,163
========= =========
The notes on pages 48 to 64 form part of these Financial Statements.
Notes to the Financial Statements
1 Accounting policies
A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below:
(a) Basis of accounting
The Financial Statements of the Company have been prepared under the historical cost convention modified to include the revaluation of fixed assets in accordance with United Kingdom Company law, FRS 102 'The Financial Reporting Standard applicable in the UK and Ireland' and with the Statement of Recommended Practice ("SORP") "Financial Statements of Investment Trust Companies and Venture Capital Trusts", issued by the Association of Investment Companies (issued November 2014 and updated in February 2018 with consequential amendments).
After considering a schedule of the Company's current financial resources and liabilities for the next twelve months, and as a majority of the net assets of the Company are securities which are traded on recognised stock exchanges, the Directors have determined that its resources are adequate for continuing in business for the foreseeable future and that it is appropriate to prepare the Financial Statements on a going concern basis. The Company does not have a fixed life.
(b) Reporting currency
The Financial Statements are presented in Sterling which is the functional currency of the Company because it is the currency of the primary economic environment in which the Company operates.
(c) Dividends
Under Section 32 of FRS 102, final dividends should not be accrued in the Financial Statements unless they have been approved by Shareholders before the balance sheet date.
Dividends payable to Shareholders are recognised in the Statement of Changes in Equity when they have been approved by Shareholders and have become a liability of the Company. Interim dividends are only recognised in the Financial Statements in the period in which they are paid.
(d) Valuation of fixed asset investments
The Company's investments are classified as held at fair value through profit or loss in accordance with Section 11 and 12 of FRS 102 and are managed and evaluated on a fair value basis in accordance with its investment strategy.
When a purchase or sale is made under a contract, the terms of which require delivery within the time frame of the relevant market, the investments concerned are recognised or derecognised on the trade date.
The investment in LTL (representing 24.23% of the Investment Manager) is held as part of the investment portfolio. Accordingly, the shares are accounted for and disclosed in the same way as other investments in the portfolio. The valuation of the investment (see note 17) is calculated at the end of each month on the basis of fair value as determined by the Directors of the Company. The valuation process is based upon a methodology that takes into account, inter alia, the value of the funds under LTL's management and the moving average of its monthly earnings.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:
-- Level 1 - The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
-- Level 2 - Inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.
-- Level 3 - Inputs are unobservable (ie for which market data is unavailable) for the asset or liability.
(e) Income
Dividends are credited to the revenue column of the Income Statement on an ex-dividend basis. Where an ex-dividend date is not available, dividends are recognised when the Company's right to receive payment is established. The fixed return on a debt security is recognised on a time apportionment basis so as to reflect the effective interest rate on the debt security. Bank and deposit interest is accounted for on an accruals basis.
(f) Expenses
All expenses are accounted for on an accruals basis. Finance costs are accounted for on an accruals basis using the effective interest rate method. Expenses are charged through the revenue column of the Income Statement except as follows:
- expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Income Statement;
- expenses are charged to the realised capital reserve, via the capital column of the Income Statement, where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; and
- performance fees payable to the Investment Manager are charged 100% to capital.
(g) Taxation
Deferred taxation is provided on all differences which have originated but not reversed by the balance sheet date, calculated at the rate at which it is anticipated the timing differences will reverse. Deferred tax assets are recognised only when, on the basis of available evidence, it is more likely than not that there will be taxable profits in the future against which the deferred tax asset can be recovered.
In line with recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented in the capital column of the Statement of Comprehensive Income is the marginal basis under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Income Statement then no tax relief is transferred to the capital column.
(h) Foreign currency
Transactions denominated in foreign currencies are recorded in the local currency at the actual exchange rates as at the date of the transaction. Assets and liabilities denominated in foreign currencies at the year end are reported at the rate of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the capital or revenue column of the Income Statement depending on whether the gain or loss is of a capital or revenue nature respectively.
(i) Capital reserve
The following are taken to this reserve:
- Gains and losses on the disposal of investments;
- Exchange differences of a capital nature;
- Expenses, together with the related taxation effect, allocated to this reserve in accordance
with the above policies; and
- Investment holding gains being the increase and decrease in the valuation of investments
held at the year end.
Revenue reserve
The revenue reserve reflects all income and expenditure which are recognised in the revenue column of the income statement.
Special reserve
The special reserve arose following Court approval in September 2002 to transfer GBP19,850,000 from the share premium account. This reserve can be used to finance the redemption and/or purchase of shares in issue.
In accordance with the Company's Articles of Association, the capital reserve and special reserve may not be distributed by way of a dividend but may be unitised for the purposes of share buyback. The Company may only distribute by way of dividend accumulated revenue profits within the revenue reserve.
(j) Significant judgments and estimates
The key significant estimate to report is the valuation of the LTL investment. In the course of preparing the Financial Statements, no material judgments have been made in the process of applying the Company's accounting policies, other than that involving estimations. These have had a significant effect on the amounts recognised in the Financial Statements. Please refer to notes 1(d) and 17 for details of how this is valued.
(k) Registered address and nature of business
The Company is an investment company defined in Section 833 of the Companies Act 2006. Its registered office address is provided on page 79.
2 Income
2019 2018
GBP'000 GBP'000
Income from investments
Overseas dividends 434 309
UK dividends
- Lindsell Train Limited 7,099 5,072
- Other UK dividends 1,147 1,124
------- -------
8,680 6,505
======= =======
Total income comprises:
Dividends 8,680 6,505
------- -------
8,680 6,505
======= =======
Investment Management fees
2019 2018
GBP'000 GBP'000
Investment management fee 1,066 885
Investment Manager's performance fee -
charged to capital 2,433 2,827
Rebate of investment management fee (see
below) (71) (67)
------- -------
Total management fee 3,428 3,645
======= =======
In accordance with an Investment Management Agreement dated 21 December 2000 (last revised in March 2016) between the Company and LTL, LTL has been providing investment management services to the Company. For their services, LTL receive an annual fee of 0.65%, calculated on the lower of the Adjusted Market Capitalisation and the Adjusted Net Asset Value of the Company, calculated using weekly data and payable in arrears in respect of each calendar month. The amount charged during the year is shown in note 3, and GBP93,180 (2018: GBP75,964) of the fee for the year was outstanding as at the balance sheet date.
A performance fee is payable at the rate of 10 per cent of the amount by which the growth in the lower of (i) the Adjusted Market Capitalisation per Ordinary Share of the Company and (ii) the Adjusted Net Asset Value per Ordinary Share of the Company in each performance period exceeds the annual average running yield on the longest-dated UK government fixed rate bond, currently Treasury 3.5% 2068, calculated using weekly data, plus a premium of 0.5% over the period, subject to a minimum yield of 4%, and to a high watermark. The Company has twelve month performance periods, ending on 31 March in each year. The performance fee is payable in arrears in respect of each performance period.
The performance fee for the year to 31 March 2019 amounts to GBP2,433,000 (2018: GBP2,827,000).
For the avoidance of double charging management fees, the Investment Manager has agreed to rebate any periodic management fee that it receives from the Company by the amount of fees receivable by it from Lindsell Train fund products and other fund products where LTL is the Investment Manager in respect of the Company's investments in those funds. The amounts rebated on the Investment Management fee are shown above, of which GBP33,725 (2018: GBP33,749) relates to the Company's investment in the Lindsell Train Japanese Equity Fund, GBP22,395 (2018: GBP25,998) relates to the Company's investment in the Lindsell Train Global LLC and GBP14,975 (2018: GBP13,982) relates to the Company's investment in the Finsbury Growth & Income Trust PLC.
4 Other expenses
2019 2018
GBP'000 GBP'000
Directors' emoluments (see note 5) 112 96
Administration fee 80 80
AIFM monitoring fee 11 28
Auditors' remuneration for:
- audit of the Financial Statements of the
Company* 25 21
Tax Compliance fee 3 4
Safe custody fees 19 19
Printing fees 16 15
Registrars' fees 27 28
Listing fees 15 16
Legal fees 3 -
Employer's National Insurance 7 6
Directors' liability insurance 7 8
Key man insurance 21 21
Sundry 82 28
VAT irrecoverable 36 -
------- -------
464 370
Capital charges - 1
------- -------
464 371
* Excluding VAT
In accordance with an administration agreement dated 21 December 2000 between the Company and Maitland Administration Services Limited ("Maitland"), Maitland has been appointed to provide administration and company secretarial services to the Company for which Maitland receives an annual fee of GBP80,000.
5 Directors' emoluments
There were no Director's emoluments assigned to a consultancy during the financial year. These are reflected in the table below:
2019 2018
GBP'000 GBP'000
Directors'
fees 112 96
Since 1 January 2018, the Chairman of the Board, Chairman of the Audit Committee, and other Directors receive set fees at rates of GBP32,000, GBP26,000 and GBP22,000 respectively per annum, and have no entitlement to any performance fees. Directors' fees amounting to GBP22,000 (2018: GBP20,500) have been waived by Mr Michael Lindsell in view of his connection with the Investment Manager.
There were no pension contributions paid or payable.
6 Disclosure of interests
As at 31 March 2019 the Company had investments in the following Lindsell Train managed funds: 3,288,767 shares in Lindsell Train Japanese Equity Fund at a cost of GBP1,382,594; 420,000 shares in Finsbury Growth & Income Trust PLC at a cost of GBP758,721.
LTL is also the Investment Manager of Finsbury Growth & Income Trust PLC in which the Company has an investment (see page 6).
LTL's appointment as Investment Manager to the Company is subject to termination by either party on twelve months' notice.
7 Interest payable and similar charges
GBP'000 GBP'000
On foreign currency cash balances - 1
--------- --------
- 1
============================================== ========
The tax charge on the profit on ordinary activities for the year was as follows:
2019 2018
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
UK corporation tax - - - - - -
Overseas tax 54 - 54 41 - 41
Overseas tax recoverable (5) - (5) (8) - (8)
------- ------- ------- ------- ------- -------
Tax charge per accounts 49 - 49 33 - 33
======= ======= ======= ======= ======= =======
The current taxation charge for the year is the same as the standard rate of corporation tax in the UK of 19% (2018: 19%). The differences are explained below:
2019 2018
GBP'000 GBP'000
Net return before tax 34,178 34,966
======== ========
Theoretical tax at UK corporation tax rate
of 19% (2018: 19%) 6,494 6,644
Effects of:
- UK dividends which are not taxable (1,567) (1,177)
- Overseas dividends which are not taxable (82) (59)
- Capital gains not subject to corporation
tax (5,584) (6,171)
- Current year excess expenses 277 226
- Unutilised capital expenses 462 537
- Overseas tax suffered 54 41
- Overseas tax recoverable (5) (8)
-------- --------
Actual current tax charge 49 33
======== ========
As an investment trust the Company, whilst it obtains exemption under Sections 1158/1159 Corporation Tax Act 2010, is not subject to UK taxation on capital gains. In the opinion of the Directors, the Company has complied with the requirements of Section 1159 Corporation Tax Act 2010.
Factors that may affect future tax charges
The Company has not recognised a deferred tax asset of GBP3,838,000 (2018: GBP2,772,000) arising from management expenses exceeding taxable income. These expenses could only be utilised if the Company were to generate taxable profits in the future.
9 Dividends paid and payable
2018 2017
GBP'000 GBP'000
Final dividend for the year ended 31 March 2018
of 2,129p per Ordinary Share (2017: 1,545p per
Ordinary Share) 4,258 3,090
Special dividend paid for the year ended 31
March 2018 of 51p per Ordinary Share (2017:
35p per Ordinary Share) 102 70
-------- --------
Total Dividends 4,360 3,160
======== ========
The total dividend forming the basis of Sections 1158 Corporation Tax Act 2010 payable in respect of the financial year is set out below:
2019 2018
GBP'000 GBP'000
Final dividend for the year ended 31 March
2019 of 2,787p
per Ordinary Share (2018: 2,129p per Ordinary
Share) 5,574 4,258
Special dividend paid for the year ended
31 March 2019 of 163p
per Ordinary Share (2018: 51p per Ordinary
Share) 326 102
------------- -------------
Total Dividends 5,900 4,360
============= =============
10 Total return per Ordinary Share
2019 2018
Total return per Ordinary Share
Total return GBP34,129,000 GBP34,933,000
Weighted average number of Ordinary Shares
in issue during the year 200,000 200,000
------------- -------------
Total return per Ordinary Share GBP170.65 GBP174.67
============= =============
The total return per Ordinary Share shown above can be further analysed between revenue and capital, as below:
2019 2018
Revenue return per Ordinary Share
Revenue return GBP7,172,000 GBP5,283,000
Weighted average number of Ordinary Shares
in issue during the year 200,000 200,000
------------- ---------------
Revenue return per Ordinary Share GBP35.86 GBP26.42
============= ===============
Capital return per Ordinary Share
Capital return GBP26,957,000 GBP29,650,000
Weighted average number of Ordinary Shares
in issue during the year 200,000 200,000
------------- ---------------
Capital return per Ordinary Share GBP134.79 GBP148.25
============= ===============
Investments held at fair value through
profit or loss
2019 2018
GBP'000 GBP'000
Investments listed on a recognised investment
exchange 95,333 82,917
Unlisted investments 82,360 66,033
------------- -------------
Valuation at year end 177,693 148,950
============= =============
Opening book cost 31,095 31,285
Opening investment holding gains 117,855 87,386
------------- -------------
Opening valuation 148,950 118,671
Movements in the year:
Purchases at cost 4,414 932
Sales - proceeds (5,085) (3,122)
- gains on sales 2,994 2,000
Increase in investment holding gains
for the year 26,420 30,469
------------- -------------
Closing valuation 177,693 148,950
============= =============
Closing book cost 33,418 31,095
Closing investment holding gains 144,275 117,855
------------- -------------
177,693 148,950
============= =============
Realised gains on sales 2,994 2,000
Increase in investment holding gains
for the year 26,420 30,469
------------- -------------
29,414 32,469
============= =============
Investment transaction costs on purchases and sales of investments during the year to 31 March 2019 amounted to GBP7,064 and GBP2 respectively (2018: GBP931 and GBP13 respectively).
During the year the investment holding gain attributable to the Company's holding in LTL amounted to GBP20,014,000 (2018: GBP18,497,000).
11 Investments held at fair value through profit or loss continued Significant holdings
Included in the above are the following investments in which the Company has an interest exceeding 10% of the nominal value of the shares of that class in the investee company as at 31 March 2019.
Investments Country of registration Class of capital % of class
or incorporation held
Lindsell Train Ordinary Shares
Limited England of GBP100 24.23%
*As at 31 January 2019, the latest year end for LTL, the audited aggregate capital and reserves amounted to GBP50,251,000 (2018: GBP34,550,000) and the profit for that year ended amounted to GBP45,000,000 (2018: GBP30,627,000). The total amount of dividends paid during the year was GBP29,299,000, equating to a dividend of GBP10,990 per share. The earnings per share was GBP16,879. The cost of the investment in LTL was GBP64,500.
LTL is the only related undertaking of the Company. LTL's registered office address is 66 Buckingham Gate, London SW1E 6AU.
LTL has been accounted for as an investment in accordance with the accounting policy in note 1(d).
The Company has arrangements in place with the Investment Manager to avoid double charging of fees and expenses on investments made in other Lindsell Train fund products (see note 3).
12 Other receivables
2019 2018
GBP'000 GBP'000
Amounts due from brokers - 3
VAT recoverable 15 24
Prepayments and accrued income 278 236
------- -------
293 263
======= =======
13 Other payables
2019 2018
GBP'000 GBP'000
Accruals and deferred income 2,583 2,960
------- -------
2,583 2,960
======= =======
14 Called up share capital
No. of shares 2019 No. of shares 2018
000's GBP'000 000's GBP'000
Authorised:
Ordinary Shares of 75p each 200 150 200 150
============= ======= ============= =======
Allotted, called up and fully
paid:
Ordinary Shares of 75p each 200 150 200 150
============= ======= ============= =======
There has been no change in the capital structure during the year to 31 March 2019.
15 Capital reserve
The capital reserve includes investment holding gains of GBP144,275,000 (2018: GBP117,855,000).
Revenue reserve
The revenue reserve reflects all income and expenditure which are recognised in the revenue column of the income statement.
Special reserve
The special reserve arose following Court approval in September 2002 to transfer GBP19,850,000 from the share premium account. This reserve can be used to finance the redemption and/or purchase of shares in issue.
In accordance with the Company's Articles of Association the capital reserve and special reserve may not be distributed by way of a dividend but may be utilised for the purposes of share buybacks. The Company may only distribute by way of dividend accumulated revenue profits within the revenue reserve.
The Institute of Chartered Accountants in England and Wales has issued guidance stating that profits arising out of a change in fair value of assets, recognised in accordance with Accounting Standards, may be distributed provided the relevant assets can be readily convertible into cash. Securities listed on a recognised stock exchange are generally regarded as being readily convertible into cash. In accordance with the Company's Articles of Association the capital reserve and special reserve may not be distributed by way of dividend but may be utilised for the purposes of share buybacks and the Company may only distribute by way of dividend accumulated revenue profits.
16 Net Asset Value per Ordinary Share
The Net Asset Value per Ordinary Share and the Net Asset Value at the year end calculated in accordance with the Articles of Association of the Company were as follows:
Net asset value Net asset value
per share attributable attributable
2019 2018 2019 2018
GBP GBP GBP'000 GBP'000
895.93 747.08 179,185 149,416
============ =========== ======== =======
The movements during the year of the assets attributable to each Ordinary Share are disclosed in the Statement of Changes in Equity on page 45.
The Net Asset Value per Ordinary Share is based on net assets of GBP179,185,000 (2018: GBP149,416,000) and on 200,000 Ordinary Shares (2018: 200,000), being the number of Ordinary Shares in issue at the year end.
17 Financial instruments and capital disclosures
Risk management policies and procedures
The investment objective of the Company is to maximise long-term total returns with a minimum objective to maintain the real purchasing power of Sterling capital. In pursuit of this objective, the Company may be exposed to various forms of risk, as described below.
The Board sets out its principal risks on pages 12 and 13 and its investment policy including its policy on gearing (bank borrowing), diversification and dividends on page 10.
The Board and its Investment Manager consider and review the number of risks inherent with managing the Company's assets which are detailed below.
Market risk
The fair values or future cash flows of the Company's financial instruments may fluctuate due to changes in market risk. Market risk encompasses mainly equity price risk but also foreign exchange risk and interest rate risk which are discussed below.
At 31 March 2019, the fair value of the Company's assets exposed to market price risk was GBP177,694,000 (2018: GBP148,950,000). If the fair value of the Company's investments at the Statement of Financial Position date increased or decreased by 10%, whilst all other variables remained constant, the capital return and net assets attributable to shareholders for the year ended 31 March 2019 would have increased or decreased by GBP17,769,000 or 88.85p per share (2018: GBP14,895,000 or 74.47p per share).
Market risk is reviewed by the Board on a quarterly basis and monitored on a continuous basis by the Investment Manager.
Foreign currency exposure as at 31 March 2019
Sterling US$ Euro JPY Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Short-term debtors 125 27 7 132 291
Cash at bank 3,783 - - - 3,783
Short-term creditors (2,583) - - - (2,583)
---------- --------- --------- --------- ----------
Foreign currency exposure
on net monetary items 1,325 27 7 132 1,491
Investments held at fair
value through profit
or loss that are equities 139,100 16,353 8,519 13,722 177,694
Total net foreign currency
exposure 140,425 16,380 8,526 13,854 179,185
========== ========= ========= ========= ==========
Foreign currency exposure as at 31 March 2018
Sterling US$ Euro JPY Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Short-term debtors 144 16 7 96 263
Cash at bank 2,918 31 214 - 3,163
Short-term creditors (2,960) - - - (2,960)
---------- --------- --------- --------- ----------
Foreign currency exposure
on net monetary items 102 47 221 96 466
Investments held at fair
value through profit
or loss that are equities 109,387 14,151 6,925 18,487 148,950
Total net foreign currency
exposure 109,489 14,198 7,146 18,583 149,416
========== ========= ========= ========= ==========
Over the year against all of the Company's principal investing currencies, Sterling weakened against the US Dollar by 7.15% (2018: strengthened by 12.23%), strengthened against the Euro by 1.92% (2018: weakened by 2.61%) and weakened against the Japanese Yen by 3.25% (2018: strengthened by 6.98%).
A 5% decline or rise of Sterling against foreign currency denominated (i.e. non Sterling) assets held at the year end would have increased/decreased the Net Asset Value by GBP1,938,000 or 1.08% of Net Asset Value (2018: GBP1,996,000 or 1.34% of Net Asset Value). The impact on the profit and loss account is difficult to estimate, since the profit and loss is the net result of all the transactions in the portfolio throughout the year.
Interest rate risk
There is no material exposure to interest rate risk
Liquidity risk
Liquidity risk is not significant in normal market conditions in relation to the Company's investments which are listed on recognised stock exchanges and are for the most part in readily realisable securities which can be easily sold to meet funding commitments if necessary. The Company's unlisted investment in LTL is not readily realisable.
On the basis of using 20% of 90 days' average trading volume, after two working days, the Company should be able to sell all but four of its quoted holdings, which together represent 13% of NAV.
Credit risk
Cash at bank and other debtors of the Company at the year end as shown on the Balance Sheet was GBP4,075,000 (2018: GBP3,426,000).
Counterparty risk
Northern Trust Company (the "Bank") is the appointed custodian of the Company. It provides securities clearing, safe-keeping, foreign exchange, advance credits and overdrafts, and cash deposit services. The Bank has a credit rating for long-term deposits/debt of Aa2 from Moody's and AA- from Standard & Poor's.
As cash placed at the Bank is deposited in its capacity as a banker not a trustee in line with usual banking practice, such cash is not held in accordance with the Financial Conduct Authority's client money rules.
Fair values of financial assets and financial liabilities
The tables below set out fair value measurements of financial instruments as at the year end, by the level in the fair value hierarchy into which the fair value measurement is categorised.
Financial assets/liabilities at fair value through profit or loss
Level 1 Level 2 Level 3 Total
At 31 March 2019 GBP'000 GBP'000 GBP'000 GBP'000
Investments 95,333 - 82,360 177,693
------- ------- ------- -------
95,333 - 82,360 177,693
======= ======= ======= =======
Level 1 Level 2 Level 3 Total
At 31 March 2018 GBP'000 GBP'000 GBP'000 GBP'000
Investments 82,917 3,687 62,346 148,950
------- ------- ------- -------
82,917 3,687 62,346 148,950
======= ======= ======= =======
Note: Within the above tables, the entirety of level 1 comprises all the Company's ordinary equity investments, level 2 represents the investment in Lindsell Train Global Equity LLC and level 3 represents the investment in LTL, including the one share in LTL against which an option has been granted.
The valuation techniques used by the Company are explained in the accounting policies note on pages 48 to 50.
LTL valuation methodology
LTL's shares are valued at the end of each month by LTIT's directors using a methodology first adopted by the Board in October 2007, after taking professional advice. The Board reviews the LTL valuation at its quarterly Board meetings. In 2018, the valuation methodology was independently assessed and it was decided no change of approach was required. It uses a simple average of two different components:
-- 1.5% of LTL's most recent funds under management; and
-- LTL's net earnings (adjusted for a notional increase in staff costs to 45% of revenues excluding performance fees) calculated on a three month rolling basis, one month in arrears and annualised, divided by the annual average running yield on the longest dated UK government fixed rate bond (currently UK Treasury 3.5% 2068), calculated using weekly data, plus a premium of 0.5%, subject to a minimum yield of 4%, plus an equity risk premium of 4.5%.
The calculation of the LTL valuation as at 31 March 2019 using this methodology is provided in full on page 72 (unaudited).
The following valuation matrix shows the sensitivity of the value of each LTL share, which as at 31 March 2019 was GBP12,762 per share, to changes to key assumptions in the LTL valuation methodology. The horizontal axis shows the impact when the percentage of LTL's funds under management (currently 1.5%) is changed. The vertical axis shows the impact when the discount rate (currently 8.5%) is changed.
LTL Valuation Matrix at 31 March 2019
LTL value per share using differing valuation assumptions
Discount rate Funds under Management Multiple
0.5% 1.0% 1.5% 2.0% 2.5%
7.0% GBP10,932 GBP12,659 GBP14,387 GBP16,114 GBP17,841
7.5% GBP10,318 GBP12,046 GBP13,773 GBP15,500 GBP17,228
8.0% GBP9,781 GBP11,509 GBP13,236 GBP14,963 GBP16,691
8.5% GBP9,307 GBP11,035 GBP12,762 GBP14,490 GBP16,217
9.0% GBP8,886 GBP10,614 GBP12,341 GBP14,069 GBP15,796
9.5% GBP8,510 GBP10,237 GBP11,964 GBP13,692 GBP15,419
10.0% GBP8,170 GBP9,898 GBP11,625 GBP13,353 GBP15,080
The following scenarios show the sensitivity of the Company's NAV to changes in the value of LTL arising from both a 10% increase and a 10% decrease in LTL's funds under management ("FUM").
31 March 2019 31 March 2018
LTL LTIT LTL LTIT
Value of NAV Value of NAV
investment investment
GBP'000 GBP'000 GBP'000 GBP'000
82,317 179,186 62,303 149,416
---------------- ------------ ---------------- ------------
LTL LTIT LTL LTIT
Change in Change in Change in Change in
value (estimated) NAV (estimated) value (estimated) NAV (estimated)
10% increase
in LTL's
FUM 11.7% 5.4% 11.7% 4.9%
------------------- ----------------- ------------------- -----------------
LTL LTIT LTL LTIT
Change in Change in Change in Change in
value (estimated) NAV (estimated) value (estimated) NAV (estimated)
10% decrease
in LTL's
FUM (9.1)% (4.2)% (9.3)% (3.9%
-------------- ------------------- ----------------- ------------------- -----------------
Notes:
-- The estimates assume that the change in the FUM has an immediate impact on the percentage of FUM part of the valuation formula but a delayed impact on the earnings part.
-- The estimated LTIT prices assumes that all quoted securities remain at 31 March 2019 prices, excludes the receipt of dividends and makes no change in the allowance for fund expenses.
-- It is assumed that the issued share capital of the Company remains 200,000 shares and the shareholding in LTL also remains unchanged.
There were no transfers between levels for financial assets and financial liabilities during the year recorded at fair value as at 31 March 2019 and 31 March 2018. A reconciliation of fair value measurements in Level 3 is set out below.
Level 3 Financial assets at fair value through
profit or loss at 31 March
2019 2018
GBP'000 GBP'000
Opening fair value 62,346 43,849
Purchases at cost - -
Sales proceeds - (98)
Total gains or losses included in gains on
investments in the Income Statement
- on sold assets - 98
- on assets held at the end of the year 20,014 18,497
Closing fair value 82,360 62,346
Capital management policies and procedures
The Company's capital management objectives
are:
-- to ensure that it will be able to continue as a going concern; and
-- to maximise long-term total returns with a minimum objective to maintain the real purchasing power of Sterling capital through an appropriate balance of equity capital and debt. The Directors have discretion to permit borrowings up to 50% of the Net Asset Value. However, the Directors have decided it is in the best interests of the Company not to use gearing.
The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis.
The Company's objectives, policies and processes for managing capital are unchanged from last year.
The Company is subject to externally imposed capital requirements:
-- as a public company, the Company has a minimum share capital of GBP50,000; and
-- in order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by UK company law.
These requirements are unchanged since last year and the Company has complied with them at all times.
The Company intends to renew its authority to repurchase shares at a discount to Net Asset
Value in order to enhance value for Shareholders at the next Annual General Meeting.
18 Guarantees, financial commitments and contingent liabilities
There were no financial commitments or contingent liabilities outstanding at the year end (2018: None)
19 Ongoing charges
2019 2018
GBP'000 % GBP'000 %
Total operating expenses 1,459 0.88 1,188 0.85
Total operating expenses include GBP78,000 (2018: GBP74,000) in respect of a management fee waiver (see note 3). They exclude the Manager's performance fee of GBP2,433,000 charged to capital in 2019 (2018: GBP2,827,000).
The above total expense ratios are based on the average Shareholders' funds of GBP166,565,000 (2018: GBP139,524,000) calculated at the end of each month during the year.
It should be noted that administrative expenses borne by the Lindsell Train funds are excluded from the above.
20 Related Party transactions
Lindsell Train Limited acts as the Investment Manager of the Company. LTL is considered a related party as it has a director in common with the Company, as well as the Company owning a significant share of LTL. The amounts paid to the Investment Manager are disclosed in note 3 and further details of the relationship between the Company and the Investment Manager are set out in note 6 and note 11. Disclosure of the Directors' interests in the Ordinary Shares of the Company and fees and expenses payable to the Directors are set out in the Directors' Remuneration Report on pages 31 to 36.
Appendices
DISCLAIMER
The information contained in these Appendices has not been audited by the Auditors and does not constitute any form of financial statement. The appendices are for information purposes and should not be regarded as any offer or solicitation of an offer to buy or sell shares in the Company.
Appendix 1
Annual Review of Lindsell Train Limited ('LTL') at 31 January 2019 The Manager of the Lindsell Train Investment Trust
Background
LTL was established in 2000 by Michael Lindsell and Nick Train and was founded on the shared investment philosophy that developed while they worked together during the 1990s. The company's aim is to foster a work environment in which the investment team can manage capital consistent with this philosophy, which entails managing concentrated portfolios, invested strategically in durable franchises. Essential to success is maintaining a relatively simple business structure encompassing an alignment of interests between on one side LTL's clients and on the other its founders and employees.
People
LTL's board of directors consists of the two founders Michael Lindsell and Nick Train, the Chief Operating Officer Michael Lim, the Head of Marketing and Client Services Jane Orr and James Alexandroff, the only non-executive director. James was a co-founder of a specialist investment boutique, Arisaig Partners, and is a longstanding shareholder in the Lindsell Train Investment Trust. LTL's executive staff number 17, an increase from 16 a year ago with the recruitment of one extra member of staff in Marketing and Client Services. All staff are based in the UK aside from our North American Marketing and Client Services representative, who works out of Boston.
LTL's board recognises that key employees should share in the ownership and in the fortunes of the company, whilst furthering the alignment of interests between them, LTIT and the founders. This is achieved by acquiring shares from LTL's major stakeholders and through a recently introduced dedicated profit share scheme.
Business
LTL's strategy is to build excellent long-term performance records for its funds in a way that is consistent with its investment principles and that meet the aims of its clients. Long term performance is detailed below.
Success in achieving satisfactory investment performance should allow the company to expand its funds under management ('FUM') in its three product areas: UK, Global and Japanese equities. LTL aspires to manage multiple billions of pounds in each product whilst recognising that there will be a size per product above which their ability to achieve clients' performance objectives may be compromised. LTL thinks this growth is possible without significantly expanding the investment staff, which stood at five at 31 January 2019 and has since increased to six.
To achieve this growth in a manageable way LTL looks to direct new business flows into LT badged pooled funds and to limit the number of separately managed accounts. The open-ended pooled funds represented 72% of FUM at end of January, up from 67% the year before. Additionally, LTL managed 17 separate client relationships, two more than a year ago. The largest pooled fund (the LF Lindsell Train UK Equity Fund) represented 35% of total FUM and the largest segregated portfolio accounted for 9%.
In the year to 31 January 2019 LTL's total FUM grew 23% from GBP13.2bn to GBP16.3bn, of which GBP2,273m represented net new inflows, broken down by strategy as UK GBP963m, Global GBP1,121m and Japan GBP189m. Performance was strong in all strategies over the 12 months, enhancing LTL's long-term annualised excess returns, as shown in the table below.
To 31.1.2019 Outperformance Inception date Benchmark UK Equity Fund (GBP) +5.9% July 2006 FTSE All Share Global Equity Fund +6.5% March 2011 MSCI World (GBP) Japanese Equity Fund +3.3% January 2004 TOPIX (Yen)
Returns based on NAV. LF Lindsell Train UK Equity Fund Acc share class; Lindsell Train Global Equity Fund B share class; Lindsell Train Japanese Equity Fund A Yen share class.
The Marketing and Client Services team is in contact with institutional clients both directly and through investment consultants, primarily in the UK and the USA. Currently only 6% of LTL's FUM derives from US clients and LTL believes there is still significant opportunity to grow its institutional client base there. LTL's funds are also widely represented on the major UK retail and IFA platforms to the extent that clients through these platforms now make up over 40% of LTL's FUM.
Financials
In the year to January 2019 LTL's total revenues grew 39%. Annual management fees made up the lion's share, at 90%, with less predictable performance fees the rest. LTL's biggest cost item, direct staff remuneration, is capped at 25% of fees (other than those earned from the Lindsell Train Investment Trust), as governed by LTL's shareholders' agreement. Employer national insurance costs are excluded from the restriction. Total staff remuneration, including employer national insurance, amounted to 32% of total revenues, down from 34% last year. Fixed overheads were up from GBP1.6m to GBP2.3m owing to operational upgrades, the rising costs associated with increased contributions to the Financial Services Compensation Scheme and the decision of LTL to fund investment research costs directly. Operating profits were up 46%, registering a margin on sales of 66%.
LTL intends to distribute to shareholders dividends equivalent to 80% of its retained profits in respect of each accounting year-end, subject to retaining sufficient working and fixed or regulatory capital to enable it to continue its business in a prudent manner. Total dividends paid in the year to January 2019 were GBP10,990 per share, up from GBP7,840 per share in 2018.
At the end of January 2019 LTL's balance sheet was made up of shareholders' funds of GBP50.3m backed by GBP50.3m of net current assets including GBP48.3m of cash.
The Future
Since the end of its financial year LTL has hired two additional members of staff, one in compliance and the other in investment. There are plans to add one other in marketing and client service during the course of the year. It may be necessary to expand LTL's office space to accommodate future increases in staff numbers in the current financial year.
LTL expects interest to continue to build in its strategies from overseas, particularly from the USA where it has had a marketing and client service presence since 2013. As a direct manifestation of this LTL has seen increased interest in the Lindsell Train Global Equity LLC, which is specifically targeted at US qualifying investors and has grown in asset size to GBP146m, up from GBP22m two years ago.
With the support of a stable and dedicated team of investment managers and a strong performance track record, LTL hopes to continue to grow its FUM. But there are risks that could impinge on that growth. The greatest is the demise of either of the founders. They are currently aged 60 and 59, in good health and remain strongly committed to LTL. It is encouraging to see LTL's other investment staff maturing around them and taking on more responsibility. The other key risks would be a significant fall in markets and/or a bout of sustained underperformance from LTL's strategies, which could lead to a fall in FUM. Any of these eventualities could have a material impact on the value of LTL and its dividend paying potential.
All data is to 31 January 2019 unless stated otherwise. The period from 31 January to 31 March 2019 has been reviewed by the Board and there are no significant matters to highlight.
Funds Under Management FUM Jan 2019 Jan 2018
by Strategy GBPm GBPm
UK 8,311 7,199
Global 7,465 5,694
Japan 484 286
Total 16,260 13,179
Largest Client Accounts
Jan 2019 Jan 2018
% of FUM % of FUM
Largest Pooled Fund Asset 35% 36%
Largest Segregated Account 9% 9%
Lindsell Train Fund Performance
1 Year 3 Years 5 Years 10 Years
Annualised data to 31 January % % % %
2019
GBP UK Equity Fund (Accumulation) 2.8 11.6 10.7 17.1
FTSE All-Share (total
return) (3.8) 8.7 5.6 10.2
Global Equity Fund (B
GBP share) 13.5 22.0 19.6
MSCI World (total return) 1.0 14.1 11.8
Japanese Equity Fund
JPY (A share) (4.4) 12.6 13.2 11.7
TOPIX (total return) (12.8) 5.3 7.3 9.1
Source: Morningstar Direct
Financials Jan 2019 Jan 2018 %
Profit & Loss GBP'000 GBP'000 Change
Fee Revenue:
Investment Management fee 76,317 56,265 36%
Performance Fee 8,187 4,648 76%
Bank Interest 212 60
84,716 60,972
Staff Remuneration* (27,467) (20,521) 34%
Fixed Overheads (2,281) (1,641) 39%
FX Currency Translation (Loss)/Gain 597 (834)
Operating Profit 55,566 37,976 46%
Taxation (10,565) (7,349)
Net Profit 45,000 30,627 47%
Dividends (29,299) (20,901)
Retained profit 15,701 9,726
Capital & Reserves
Called up Share Capital 267 267
Profit & Loss Account 49,984 34,283
Shareholders' Funds 50,251 34,550
Balance Sheet
Fixed Assets 43 75
Current Assets (inc cash at
bank) 61,036 42,477
Liabilities (10,828) (8,002)
Net Assets 50,251 34,550
* No more than 25% of fees (other than LTIT fees) can be paid as staff remuneration. Employer national insurance costs are excluded from this limit.
Five Year History Jan 2019 Jan 2018 Jan 2017 Jan 2016 Jan 2015
Operating Margin 66% 62% 68% 63% 64%
Earnings per share (GBP) 16,879 11,488 8,127 6,068 3,649
Dividends per share (GBP) 10,990 7,840 5,450 3,520 2,400
Total staff costs as
% of Revenue 32% 34% 30% 34% 32%
Opening FUM (GBPm) 13,179 8,975 6,189 5,022 3,392
Changes in FUM (GBPm) 3,081 4,204 2,786 1,167 1,630
- of market movement 808 2,074 1,179 312 707
- of net new fund inflows 2,273 2,130 1,607 855 923
Closing FUM (GBPm) 16,260 13,179 8,975 6,189 5,022
Open ended funds as %
of total 72% 67% 61% 53% 43%
Client Relationships
Pooled funds 4 4 4 4 4
Separate accounts 17 15 16 16 16
Ownership
Jan 2019 Jan 2018
Michael Lindsell & spouse 967 968
Nick Train & spouse 967 968
Lindsell Train Investment Trust plc 646 647
Other Directors/employee 86 83
Total shares 2,666 2,666
Board of Directors
Nick Train, Chairman and Portfolio Manager
Michael Lindsell, Chief Executive & Portfolio
Manager
Michael Lim, Chief Operating Officer
Jane Orr, Head of Client Servicing & Marketing
James Alexandroff, Non-Executive
Employees
Jan 2019 Jan 2018
Investment Team (inc. 3 Portfolio Managers) 5 5
Client Servicing & Marketing 5 4
Operations & Administration 7 7
Non-Executive director 1 1
Total number of employees 18 17
LTL Valuation (unaudited) Mar 2019 Mar 2018
GBP'000 GBP'000
Funds under Management excluding LTIT
holdings 18,421,064 13,414,032
Value of LTL based on 1.5% of FUM (A) 276,315 201,210
Annualised revenue ex performance fee* 82,229 63,952
Notional staff costs (45%) (37,003) (28,778)
Annualised interest income 224 106
Annual operating costs (2,507) (1,935)
Notional tax (8,589) (6,669)
Notional post tax earnings 34,354 26,676
Benchmark(+) 4.0% 4.0%
Equity risk premium 4.5% 4.5%
Total yield + premium (discount rate) 8.5% 8.5%
Value of LTL based on earnings (B) 404,168 313,831
Average value of LTL (A+B)/2 (C) 340,242 257,521
Shares in issue (D)# 26,666 2,666
Average value per share in LTL (C/D) GBP12,758 GBP96,594
* Annualised figures are previous three months' data.
+ As described in the Company summary on the inside front cover.
# On 1 February 2019, LTL undertook a share split, and each share was subdivided into 10 shares of GBP10 each.
LTL's valuation is based on a formula first developed at the inception of the company, amended by an independent professional advisor in 2007 and further reviewed by professional external advisors in 2018.
At its core are two methodologies widely used in the industry - a value based on a percentage of LTL's FUM and one on its earnings. The LTIT Board's view is that these methods of valuation have equal validity and thus equally weight their contribution to the overall calculation.
In calculating the valuation based on LTL's FUM the LTIT Board currently values LTL at 1.5% of FUM. LTL monitors merger and acquisition transactions in the fund management industry and of the 123 transactions recorded since 2009 the median transaction value was at 1.7% of FUM. As many of these involved unquoted companies like LTL the LTIT Board's view is that the comparison is more relevant than using current comparative values of quoted fund managers.
In calculating the earnings based valuation, performance fees are excluded owing to their unpredictability.
Salary and bonus expenses at LTL are restricted by a salary and bonus cap* (see below). Currently the founders of LTL earn rewards for their endeavours from salaries and bonuses together with dividends from their shareholdings. The LTIT Board believe that if it became necessary to replace the founders with individuals with a lesser ownership interest in the company, it may be necessary to increase the salary and bonus cap to compensate them sufficiently. LTL's actual salary and bonus costs have averaged 38% of revenues since 2001 but the LTIT Board judge it necessary to instead apply a notional salary cost at 45% of revenues in calculating earnings. Currently a quoted peer group of fund managers exhibit an average salary cost to revenue ratio of 42% but the salary to revenue ratio of peers with FUM equivalent to LTL are higher at 54%. The LTIT Board believe a salary to revenue ratio of 45% makes sufficient allowance for the eventuality described above.
Notional post-tax earnings are discounted by a discount rate made up of two parts: the Benchmark (see definition on inside front cover), and an equity risk premium of 4.5%. As the current average annual yield on the longest dated UK Government bond is c.2.2%, well below the minimum, there is an implicit additional risk premium of 1.8%. This part of the calculation will fluctuate but only when the Benchmark yield rises above 3.5%. The 4.5% equity risk premium could change at the LTIT Board's discretion if there was more (or less) certainty that LTL could continue beyond the active participation of the founders. While there remains doubt the LTIT Board believe it is prudent to use a higher premium (4.5%). The warranted discount rate amounting to 8.5% is the sum of the risk premium and the benchmark.
The formula is calculated monthly referencing the end month FUM of LTL and LTL's annualised revenues ex performance fees based on the prior three month data.
*No more than 25% of fees (other than LTIT fees) can be paid as staff remuneration. Employer national insurance costs are excluded from this limit.
Appendix 2 Share Capital
At 31 March 2019 and 31 March 2018, and up to the date of this report, the Company had an authorised and issued share capital comprising 200,000 Ordinary Shares of 75p nominal value each. At 31 March 2019 the Ordinary Share price was GBP1,475.00 (31 March 2018: GBP1,030.00).
Income entitlement
The Company's revenue earnings are distributed to holders of Ordinary Shares by way of such dividends (if any) as may from time to time be declared by the Directors and approved by the Shareholders.
Capital entitlement
On a winding up of the Company, after settling all liabilities of the Company, holders of Ordinary Shares are entitled to a distribution of any surplus assets in proportion to the respective amounts paid up or credited as paid up on their shares.
Voting entitlement
Holders of Ordinary Shares are entitled to one vote on a show of hands, and on a poll to one vote for each Ordinary Share held. Notices of Meetings and Proxy Forms set out the deadlines for the valid exercise of voting rights and, other than with regard to Directors not being permitted to vote on matters upon which they have an interest, there are no restrictions on the voting rights of Ordinary Shareholders.
Transfers
There are no restrictions on transfers of Ordinary Shares except: a) dealings by Directors, Persons Discharging Managerial Responsibilities and their connected persons which may constitute insider dealing or are otherwise prohibited by the rules of the UKLA; b) transfers to more than four joint holders; c) transfers to US persons other than as specifically permitted by the Directors; d) if, in the Directors' opinion, the assets of the Company might become "plan assets" for the purposes of US ERISA 1974; and e) transfers which in the opinion of the Directors would cause material legal, regulatory, financial or tax disadvantage to the Company.
Appendix 3
Supplier Agreements
Investment Management Agreement
The Investment Manager, LTL, is engaged under the terms of a contract dated 13 August 2014, details of which are given in note 6 to the Financial Statements, terminable on twelve months' notice by either party. Since 1 April 2016, the Investment Management Fee has been calculated by reference to the lower of the Adjusted Market Capitalisation or the Adjusted NAV of the Company. During the year the Directors reviewed the performance of the Investment Manager and consider that the continued engagement of LTL under the existing terms is in the best interests of the Company and Shareholders. Michael Lindsell did not participate in the review as he is an employee and shareholder of the Investment Manager.
In addition to the day to day management of investments, the Investment Manager advises the Board on liquidity and borrowings and liaises with major Shareholders. The Investment Manager has a stated policy on stewardship and engagement with investee companies, which the Board has reviewed and endorses, and provides verbal reports to the Board where any concerns or issues have been raised.
Administration and Secretarial Agreement
Accounting, company secretarial and administrative services are provided by Maitland Administration Services Limited ("Maitland") pursuant to an agreement dated 21 December 2000. The agreement is terminable by either party on not less than three months' notice. Details of the fees paid to Maitland are given in note 4 to the Financial Statements. The services provided by Maitland were also reviewed during the year and the Board considered it to be in the best interests of the Company to continue Maitland's appointment under the existing terms.
Since the year end a new agreement has been finalised with Maitland. However, the principal terms remain the same.
Other third party service providers
In addition to the Investment Manager and Administrator the Company has engaged Link Asset Services to maintain the share register of the Company and Northern Trust Company, London Office as the Company's custodian. The agreements for these services were entered into after careful consideration of their terms and their cost-effectiveness for the Company.
Shareholder Information
Notice of Annual General Meeting
Notice is hereby given that the eighteenth Annual General Meeting of The Lindsell Train Investment Trust plc will be held at the Marlborough Suite, St Ermin's Hotel, 2 Caxton Street, London, SW1H 0QW on 4 September 2019 at 2.30 pm for the following purposes:
Ordinary business
1. To receive the Financial Statements and Reports of the Directors and the Auditors for the year ended 31 March 2019;
2. To approve the Directors' Remuneration Report for the year ended 31 March 2019;
3. To approve the payment of a final dividend for the year ended 31 March 2019 of GBP27.87 per Ordinary Share;
4. To approve the payment of a special dividend for the year ended 31 March 2019 of GBP1.63 per Ordinary Share;
5. To re-elect Mr Julian Cazalet as a Director of the Company; 6. To elect Mr Nicholas Allan as a Director of the Company; 7. To re-elect Ms Vivien Gould as a Director of the Company; 8. To elect Mr Richard Hughes as a Director of the Company; 9. To re-elect Mr Rory Landman as a Director of the Company; 10. To re-elect Mr Michael Lindsell as a Director of the Company;
11. To appoint PricewaterhouseCoopers LLP as Auditors to the Company and authorise the Directors to determine their remuneration.
Special Business
To consider and, if thought fit, pass resolution 12 as an Ordinary Resolution:
12. To receive and adopt the Directors' Remuneration Policy
To consider and, if thought fit, pass resolutions 13 and 14 as Special Resolutions:
13. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary Shares of 75p each ("Ordinary Shares") in the capital of the Company provided that:
a. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 29,999;
b. the minimum price which may be paid for an Ordinary Share shall be 75p;
c. the maximum price (excluding expenses) which may be paid for an Ordinary Share shall be the higher of (a) 5% above the average of the mid-market values for the Ordinary Shares in the Stock Exchange Daily Official List for the five business days immediately preceding the date of the purchase and (b) the higher of the last independent trade and highest independent bid;
d. any purchase of Ordinary Shares will be made in the market for cash at prices below the then prevailing Net Asset Value per Ordinary Share;
e. any Ordinary Shares so purchased shall be cancelled unless the Directors otherwise determine that they shall be held in treasury and treated as treasury shares; and
f. unless renewed, such authority hereby conferred shall expire at the end of the next following Annual General Meeting of the Company to be held after the passing of this resolution or, if earlier, the date fifteen months from the passing of the resolution, save that the Company may, prior to such expiry, enter into contract(s) to purchase shares which will or may be completed or executed wholly or partly after such expiry.
14. THAT the Directors be and are hereby generally and unconditionally authorised in accordance with Section 573 of the Companies Act 2006 ("Act") to sell and/or transfer Ordinary Shares held by the Company in treasury for cash as if Section 561 of the Act did not apply to such sale or transfer, provided that the authority hereby granted shall expire at the earlier of the conclusion of the next following Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, save that the Directors may before such expiry enter into offer(s) or agreement(s) which may or shall require Ordinary Shares held in treasury to be sold or transferred after such expiry and the Directors shall be entitled to sell or transfer Ordinary Shares pursuant to such offer(s) or agreement(s) as if the authority hereby granted had not so expired.
By order of the Board
Maitland Administration Services Limited Secretary
11 June 2019
Notes
(i) This Annual Report and Financial Statements is sent to holders of Ordinary Shares, all of whom are entitled to attend, speak and vote at the above Annual General Meeting ("AGM").
(ii) Members entitled to attend and vote at the AGM are also entitled to appoint one or more proxies to exercise all or any of their rights to attend and speak and vote on their behalf. Where multiple proxies are appointed they must be appointed to exercise the rights in relation to different Ordinary Shares. Proxies need not be members of the Company.
(iii) You can vote either:
-- by logging on to www.signalshares.com and following the instructions; or
-- in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by 2.30 pm on 2 September 2019.
If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Asset Services, on 0871 664 0391 if calling from the UK, or +44 (0) 371 664 0391 if calling from outside of the UK, or email Link at enquiries@linkgroup.co.uk
To be valid the form of proxy and any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power of attorney or authority) must be sent to the Company's registrar - Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF - so as to arrive no later than 2.30 pm on 2 September 2019. Where multiple proxies are being appointed the form of proxy should be copied and a separate one completed for each proxy identifying that the form of proxy, is a multiple form and the different Ordinary Shares that each proxy represents. Completion and return of form(s) of proxy will not preclude a member from attending, speaking and voting in person at the AGM.
(iv) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
(v) In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent Link Asset Services (ID: RA10) by 2.30 pm on 2 September 2019. In this respect the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message in the manner prescribed by CREST.
(vi) CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by the particular time the CREST member requires.
(vii) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
(viii) A person who is not a member of the Company and receives this notice of meeting as a person nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 ("Act") does not have a right to appoint proxies. However, if a nominated person has an agreement with the member who nominated them, the nominated person may have a right to be appointed as a proxy or a right to instruct the member as to the exercise of voting rights at the AGM.
(ix) Shareholders entered on the Register of Members of the Company at the close of business on 2 September 2019, or the close of business on the day two days prior to the time of an adjourned meeting, shall be entitled to attend and vote at the AGM. Any changes to the Register of Members after such dates shall be disregarded in determining the rights of any Shareholders to attend and vote at the AGM.
(x) Under Section 319(A) of the Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the AGM unless answering the question would interfere unduly with the preparation for the meeting, would involve the disclosure of confidential information, an answer has already been given on a website, or is undesirable in the interests of the Company or the good order of the AGM.
(xi) Members may not use any electronic address provided in this notice or any related document(s) to communicate with the Company for any purpose other than as specifically stated.
(xii) As at 9 June 2019, the latest practicable date prior to the publication of this notice, the Company's issued share capital comprised 200,000 Ordinary Shares of 75p each, of which none are held in treasury. Each Ordinary Share carries a right to one vote at general meetings of the Company and accordingly the total number of voting rights in the Company as at 9 June 2019 is 200,000.
(xiii) Information regarding the AGM, including the information required by Section 311A of the Act, can be found on the Company's web-pages by following the appropriate links at www.lindselltrain.com.
(xiv) No Director has a service agreement with the Company. Directors' letters of appointment will be available for inspection at the AGM venue from 15 minutes before the time for the meeting until the conclusion of the meeting.
(xv) Member(s) have a right in accordance with Section 338 of the Act to require the Company to give to members of the Company entitled to receive the above notice of meeting, notice of any resolution which they may properly move at the meeting. Under Section 338A of the Act member(s) may request the Company to include in the business to be dealt with at the meeting any matter, other than a proposed resolution, which may be properly included in that business.
(xvi) Members may require the Company, under Section 527 of the Act, to publish on a website a statement setting out any matter relating to the audit of the Company's Financial Statements being laid before the meeting, including the Auditors' report and the conduct of the audit at the Company's expense. Where the Company is required to place such a statement on a website it must forward the statement to the Auditors not later than the time it makes the statement available on that website, and include the statement in the business to be dealt with at the meeting.
Company Information
Directors
Julian Cazalet (Chairman)
Nicholas Allan
Vivien Gould
Richard Hughes
Rory Landman
Michael Lindsell
Investment Manager
Lindsell Train Limited
5th Floor
66 Buckingham Gate
London
SW1E 6AU
Tel: 020 7808 1210
(Authorised and Regulated by the
Financial Conduct Authority)
Company Secretary and Registered Office
Maitland Administration Services Limited
Hamilton Centre
Rodney Way
Chelmsford
Essex
CM1 3BY
Tel: 01245 398950
www.maitlandgroup.com
email: cosec@maitlandgroup.co.uk
Registrar
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Tel: 0871 664 0300
Calls cost 12p per minute plus network extras (from outside the UK: +44 208 639 3399)
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
Broker
J.P. Morgan Cazenove Ltd
25 Bank Street
Canary Wharf
London
E14 5JP
Independent Auditors
PricewaterhouseCoopers LLP
Atria One,
144 Morrison Street
Edinburgh
EH3 8EX
Custodian
Northern Trust Company
50 Bank Street
Canary Wharf
London
E14 5NT
Shareholder relations
The Company's share price for Ordinary Shares is listed daily in the Financial Times. For further information visit: www.lindselltrain.com and follow the links.
Individual Savings Account ("ISA")
The Company's shares are eligible to be held in an ISA account subject to HM Revenue & Customs' limits.
Registered in England, No: 4119429
Glossary
Discount and premium
If the share price of an investment trust is higher than the Net Asset Value (NAV) per share, the shares are trading at a premium to NAV. In this circumstance the price that an investor pays or receives for a share would be more than the value attributable to it by reference to the underlying assets. The premium is the difference between the share price (based on mid-market share prices) and the NAV, expressed as a percentage of the NAV.
A discount occurs when the share price is below the NAV. Investors would therefore be paying less than the value attributable to the shares by reference to the underlying assets.
A premium or discount is generally the consequence of supply and demand for the shares on the stock market.
Dividend yield
A financial ratio that indicates how much a company pays out in dividends each year relative to its share price. Dividend yield is represented as a percentage and can be calculated by dividing the value of dividends paid in a given year per share held by the share price.
Middle market price
The middle (or mid) market price is the price between the best offered price and the best bid price. It can simply be defined as the average of the current bid and offer prices being quoted.
Net asset value (NAV) per Ordinary Share
The NAV is shareholders' funds expressed as an amount per individual share. Equity shareholders' funds are the total value of all the Company's assets, at current market value, having deducted all current and long-term liabilities and any provision for liabilities and charges.
The NAV of the Company is published weekly.
Ongoing charges
Ongoing charges are expenses of a type that are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the Company as an investment trust, excluding the costs of acquisition or disposal of investments, financing costs and gains or losses arising on investments. Ongoing charges are based on costs incurred in the year as being the best estimate of future costs and include the annual management charge but not the performance fee. The calculation methodology is set out by the Association of Investment Companies.
Revenue return per Share
The revenue return per share is the revenue return profit for the year divided by the weighted average number of ordinary shares in issue during the year.
Total return performance
This is the return on the share price or NAV taking into account both the rise and fall of share prices and the dividends paid to shareholders. Any dividends received by a shareholder are assumed to have been reinvested in either additional shares (for share price total return) or the Company's assets (for NAV total return
END
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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June 12, 2019 06:09 ET (10:09 GMT)
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