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Aberforth Smaller Companies Trust plc
Annual Report and Financial Statements
31 December 2020
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Contents
Strategic Report
Investment Objective 1
Financial Highlights 1
Chairman’s Statement 2
Investment Policy and Strategy 4
Directors’ Duty to Promote the Success of the Company 5
Principal Risks and Viability Statement 6
Key Performance Indicators 7
Managers’ Report 9
Thirty Largest Investments 17
Investment Portfolio 18
Portfolio and Other Information 21
Governance Report
Board of Directors 22
Directors’ Report 23
Corporate Governance Report 27
Audit Committee Report 31
Directors’ Remuneration Policy 34
Directors’ Remuneration Report 35
Directors’ Responsibility Statement 37
Financial Report
Independent Auditor’s Report 38
Income Statement 44
Reconciliation of Movements in Shareholders’ Funds 45
Balance Sheet 46
Cash Flow Statement 47
Notes to the Financial Statements 48
Notice of the Annual General Meeting 57
Shareholder Information & Glossary 59
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATATA E ATATA TENTION. If you are in any doubt about the action
you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets
Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have
sold or otherwise transferred all your ordinary shares in Aberforth Smaller Companies Trust plc, please forward this
document, together with the accompanying documents, immediately to the purchaser or transferee, or to the stockbroker,
bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Investor Disclosure Document
The EU Alternative Investment Fund Managers Directive (AIFMD) requires certain information to be made available to
investors prior to their investment in the shares of the Company. The Company’s Investor Disclosure Document, which is
available for viewing at www.aberforth.co.uk, contains details of the Company’s investment objective, policy and strategy,
together with leverage and risk policies.
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Strategic Report
The Board is pleased to present the Strategic Report on pages 1 to 21 which incorporates the Chairman’s Statement and
Managers’ Report. It has been prepared by the Directors in accordance with Section 414 of the Companies Act 2006, as
amended.
Investment Objective
The investment objective of Aberforth Smaller Companies Trust plc (“ASCoT”) is to achieve a net asset value total return
(with dividends reinvested) greater than that of the Numis Smaller Companies Index (excluding Investment Companies)
(“NSCI (XIC)” or “benchmark”) over the long term.
The Company has appointed Aberforth Partners LLP as the investment managers ("the Managers"). Further information
can be found on page 23.
Total Return Performance
Year to 31 December 2020
%
Net Asset Value per Ordinary Share2
Numis Smaller Companies Index (excluding Investment Companies)
Ordinary Share Price2
--1155..44
--44..33
--1166..55
Financial Highlights
31 December 31 December %
2020 2019 Change
££11,,114488mm
££11,,110099mm
66..11%%
11,,229922..3388pp
11,,224488..0000pp
Shareholders’ Funds1
Market Capitalisation2
Actual Gearing employed1
Ordinary Share Net Asset Value1
Ordinary Share price2
Ordinary Share discount2
Revenue Return per Ordinary Share1
Dividends per Ordinary Share (excluding special dividends)1
Dividends per Ordinary Share (including special dividends)1
Return attributable to equity shareholders per Ordinary Share1
Ongoing Charges2
Portfolio Turnover2
£1,406m -18.3
£1,379m -19.6
0.8% n/a
1,570.15p -17.7
1,540.00p -19.0
1.9% n/a
42.26p -68.6
32.00p 4.1
36.00p -7.5
332.22p n/a
0.77% n/a
00..8811%%
3300..44%%
23.8% n/a
2 Alternative Performance Measure (refer to glossary on page 61) Source: Aberforth Partners LLP
1133..2288pp
3333..3300pp
3333..3300pp
--224455..5500pp
33..44%%
1 UK GAAP Measure
Absolute Performance over past year
(figures are total returns and have been rebased to 100 at 31 December 2019)
111100
110000
9900
8800
7700
6600
5500
DDeecc--1199
MMaarr--2200
JJuunn--2200
SSeepp--2200
DDeecc--2200
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Strategic Report
Aberforth Smaller Companies Trust plc 1
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Chairman’s Statement
Review of performance
The year was ushered in with cautious optimism by UK investors following the December 2019 election, but would end
up being defined by the Covid-19 pandemic. The direct and indirect cost to human life serves as a stark reminder of the
role infectious disease has played in history. But human ingenuity, as in the past, has responded. In the world of populist
politics and fragmented media, it has sometimes been difficult to appreciate the progress made by the scientific
community. The vaccine development is astonishing, while treatments have also developed to mitigate the impact of
the virus.
Economically, the impact is hard to contextualise, as it is necessary to go back to the 18th century to witness a
comparable decline in the UK’s gross domestic product. Policy stimulus, both monetary and fiscal, has been exceptional
and global in nature.
It was a disappointing year for the Company. The FTSE 100 Index’s total return was -11.5% and that of the FTSE All-Share
Index, which is heavily weighted towards large companies, was -9.8%. The Numis Smaller Companies Index (excluding
Investment Companies) (“NSCI (XIC)”) is the Company’s benchmark. Its total return was -4.3%. The Company’s net asset
value total return was -15.4%. This reflects the Income Statement’s return attributable to equity Shareholders of
-245.50p per share (2019: 332.22p), which comprises the capital return together with the effect of dividends received
and re-invested. The share price generated a total return of -16.5%. Despite the year's volatile events, the year-end
share price discount of 3.4% was broadly similar to the level that prevailed at the start of the year.
The Managers’ Report, which perhaps unsurprisingly is slightly longer than in previous years, reviews 2020 performance
and more importantly the prospects for the future.
With all that has happened in 2020, it is easy to forget that ASCoT reached its 30th anniversary in December. Those three
decades have witnessed many tumultuous events, including three recessions, the TMT bubble, the global financial crisis,
swings in interest rates from 15% to almost zero, referendums and, of course, a pandemic. Though not unscathed by
these events, ASCoT’s 30-year record of growth in total returns and dividends has so far stood the test of time.
Dividends
In last year’s Chairman’s Statement, I laid out the Board’s commitment to a progressive dividend policy.
I tempted fate
by suggesting that the acid test of our policy would be the ability to deliver dividend growth through the next downturn.
That downturn quickly came to pass and it includes what is unquestionably the most severe dividend recession since the
Company’s formation in 1990 or indeed since 1955 when the data series for the NSCI (XIC) begins. For small companies,
aggregate dividends more than halved in 2020.
Nevertheless, the Board remains committed to a progressive dividend policy and is able to keep to that commitment by
virtue of the revenue reserves that the Company prudently built up in the good times. In this context, the Board is pleased
to propose a final dividend of 22.9p per Ordinary Share. Total ordinary dividends of 33.3p per share for 2020 represent a
4.1% increment when compared with 2019's 32.0p, which was itself up by 5.8% year-on-year. To deliver the full year
dividend, the Company will use 19.4p of its revenue reserves. This will leave 56.7p of reserves, which is circa 1.7x the
ordinary dividend.
In reaching its decision on the dividend, the Board has taken confidence from the revenue reserves and from tentative
signs through the latter part of the year that investee companies are resuming the payment of dividends. The process of
dividend recovery will not be linear and 2020’s deficit will take more than one year to fill. Nevertheless, as the Managers’
Report explores in more detail, growth in small company dividends looks likely in 2021 and medium-term prospects still
appear consistent with the Board’s progressive dividend policy.
Gearing
It has been the Company’s policy to use gearing in a tactical manner throughout its 30-year history. The £130m facility
with The Royal Bank of Scotland International has a term that runs to June 2023. As has been the case in the past, the
facility term dovetails with the three-yearly continuation vote cycle. The facility continues to provide the Company with
access to liquidity for investment purposes and to fund share buy-backs as and when appropriate. In what is at times a
volatile and less liquid asset class, having access to immediate funds through a credit facility provides the Managers with
enhanced flexibility.
In response to the year’s severe share price declines and consistent with its tactical approach to gearing, the Company
utilised its debt facility during 2020. This is only the fourth occasion in ASCoT’s 30-year history that it has deployed
gearing and highlights the opportunity that emerged in 2020. During the year, the level of gearing ranged from nil to
7.0%, with an average of 3.1%. As my comments on the outlook below, along with the Managers’ Report, make clear,
the Company’s portfolio valuations in the early stages of the new year are consistent with keeping the gearing in place:
at the year-end gearing stood at 6.1% of Total Shareholders’ Funds.
Share buy-back
At the Annual General Meeting in March 2020, the authority to buy back up to 14.99% of the Company’s Ordinary Shares
was approved. During the year, 710,000 Ordinary Shares (0.8% of the issued share capital) were bought in at a total cost
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Chairman’s Statement
of £6.1m and at an average discount of 13.8%. Consistent with the Board’s stated policy, those Ordinary Shares have
been cancelled rather than held in Treasury. The Board continues to believe that, at the margin, buy-backs provide an
increase in liquidity for those Shareholders wishing to crystallise their investment and, at the same time, deliver an
economic uplift for those Shareholders wishing to remain invested with the Company. Once again, the Board will be
seeking to renew the buy-back authority at the Annual General Meeting on 2 March 2021.
Board changes
The Board regularly reviews its composition and structure in line with corporate governance requirements. Richard Rae,
who has been a Director for nine years, will not stand for re-election at the forthcoming Annual General Meeting.
Richard has made a significant contribution to the Board’s deliberations and we wish him well for the future. As I
indicated in my Interim Report, the Board appointed Victoria Stewart as a Director of the Company with effect from 1
September 2020 and we are already benefiting from her investment management experience of more than 22 years.
Annual General Meeting (“AGM”)
The AGM will be held at 14 Melville Street, Edinburgh EH3 7NS at 2.30 pm on 2 March 2021. Details of the resolutions
to be considered by Shareholders are set out in the Notice of the Meeting on page 57. Owing to the Covid-19 restrictions
on attendance at public gatherings, along with the Government advice to stay at home as much as possible and limit
contact with other people, Shareholders will not be permitted to attend the AGM in person and it will be held as a closed
meeting. The only attendees permitted will be those who are required to form a quorum and allow the business of the
meeting to be conducted. Accordingly, the Board advises Shareholders to submit their vote by proxy in accordance with
the Notice of the AGM. Despite the prevailing restrictions, the Board welcomes questions from Shareholders and invites
any questions to be submitted by email to enquiries@aberforth.co.uk before 11.00 am on 26 February 2021. Questions
will be considered by the Board and responses provided. In light of these circumstances a brief update on performance
and the portfolio will be available on the Managers' website following the closed meeting. In accordance with normal
practice, the results of the AGM will be issued in a regulatory news announcement and also posted on the website.
Outlook
After such a challenging year, it is worth all of us, as investors, remembering that the stockmarket always looks forward.
Through that lens, and acknowledging the world is a very different place from last January, the cautious optimism I
expressed in last year’s statement towards prospects for the Company, for small UK quoted companies and for the value
investment style remains relevant.
As was the case in 2019, the year drew to a close with a strong performance from the value investment style. Perhaps
this episode merely offers some respite from the pain of the earlier part of the year, but the final quarter of 2020 brought
a magnitude of style rotation that had not been seen since the turn of the millennium at the time of the TMT bubble.
The three catalysts of the vaccines, the Brexit trade deal and anticipation of the so-called blue wave following the US
election contributed to a quarter of exceptional returns for the Company – its strongest ever month came in November
and strongest ever quarter in the final three months of 2020. The shift in favour towards value investing may prove short
lived in much the same way as other such periods have since the financial crisis. Alternatively, the impact of change
brought by the virus, the scale of fiscal stimulus and the extreme valuation stretches within stockmarkets may combine
to make the recent moves more enduring.
While the short-term outlook is likely to be influenced by the tug of war between the vaccine roll out and disease
progression, current valuations offer a more promising outlook for the Company on a medium-term time horizon. The
historical price earnings ratio of 10.8x for the benchmark is circa 22% below the average of the past 30 years, while the
portfolio’s historical 7.3x multiple stands just over 40% below its 30-year average. Stockmarkets are well versed in
dealing with such anomalies and, as they do so, the Board is reassured that the Company should benefit. The concluding
months of 2020 demonstrate the relevance of the Managers’ value investment style and the scope for exceptional
returns for the Company when the stockmarket’s investment horizons broaden from their very narrow focus of recent
years.
As the Company moves into its fourth decade, I am chastened by tempting fate twelve months ago, but, together with
the rest of the Board, I once again look forward with cautious optimism based on the portfolio’s valuation and the
Managers’ consistency of offering.
Finally, the Board very much welcomes the views of Shareholders and is available to talk to you directly. My email
address is noted below.
Richard Davidson
ChChC airman
29 January 2021
richard.davidson@aberforth.co.uk
Strategic Report
Aberforth Smaller Companies Trust plc 3
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Investment Policy and Strategy
Investment Policy
The Company aims to achieve its objective by investing in small UK quoted companies. These are companies with a
market capitalisation, at time of purchase, equal to or lower than that of the largest company in the bottom 10% of the
main UK equity market or companies in the NSCI (XIC). At 1 January 2021 (the date of the last annual index rebalancing),
Its upper market
the index included 334 companies, with an aggregate market capitalisation of £141 billion.
capitalisation limit was £1.5 billion, although this limit changes owing to movements in the stockmarket.
If any holding
no longer falls within this definition of a small company, its securities become candidates for sale.
Portfolio risk is spread by diversification of holdings in individual companies: the portfolio will usually have holdings in
over 80 small UK quoted companies. The Company may, at time of purchase, invest up to 15% of its assets in any one
security. However, in practice, each investment will typically be substantially less and, at market value, represent less
than 5% of the portfolio on an on-going basis.
The Company’s policy towards companies quoted on the Alternative Investment Market (“AIM”) generally precludes
investment, except either where an investee company moves from the “Main Market” to AIM (so as to avoid being a
forced seller) or where a company quoted on AIM has committed to move from AIM to the “Main Market” (so as to
enable investment before a full listing is obtained). The Company does not invest in any unquoted companies. Neither
does the Company invest in securities issued by other UK listed closed-ended investment funds except where they are
eligible to be included in the NSCI (XIC). In any event, the Company invests no more than 15% of total assets in other
listed closed-ended investment funds.
The Managers aim to keep the Company near fully invested in equities at all times and there is normally no attempt to
engage in market timing by holding high levels of liquidity. The Company may employ gearing. The Board, in conjunction
with the Managers, is responsible for determining the parameters for gearing. When considered appropriate, gearing is
used tactically in order to enhance returns.
The Board believes that small UK quoted companies continue to provide opportunities for positive total returns over the
long term. Any material changes to the Company’s investment objective and policy will be subject to Shareholder
approval.
Investment Strategy
The Managers adhere to a value investment philosophy.
In practice, this approach utilises several valuation metrics,
recognising that flexibility is required when assessing businesses in different industries and that buyers of these
businesses may include other corporates as well as stockmarket investors. As a result of this philosophy, the Company’s
holdings are usually on more attractive valuations than the average for the NSCI (XIC). While there is good evidence that
a value approach within small UK quoted companies results in superior returns over the long term, there can be
extended periods when the value style is out of favour.
The Managers select companies for the portfolio on the basis of fundamental or “bottom-up” analysis. Analysis involves
scrutiny of businesses’ financial statements and assessment of their market positions. An important part of the process
is regular engagement with board members of prospective and existing investments. Holdings are sold typically when
their valuations reach targets determined by the Managers.
In order to improve the odds of achieving the investment objective, the Managers believe that the portfolio must be
adequately differentiated from the benchmark index. Therefore, within the diversification parameters described in
Investment Policy, the Managers regularly review the level of differentiation, with the aim of maximising the active share
ratio of the portfolio.
Dividend Policy
The Board confirms its commitment to a policy of progressive dividends. In addition, in order to qualify as an investment
trust, the Company must not retain more than 15% of its income from any financial year. The Company pays an interim
dividend in August each year based on the forecast net revenue position for the current financial year. A final dividend,
subject to shareholder approval, is then paid in March each year based on the actual net income for the financial year
just ended and the future earnings forecasts.
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Directors’ Duty to Promote the Success of the Company
The Directors have a duty to promote the success of the Company for the benefit of Shareholders as a whole and to
describe how they have performed this duty having regard to matters set out in section 172(1) of the Companies Act
2006. In fulfilling this duty, the Directors consider the likely consequences of their actions over the long term and on
other stakeholders.
As an externally managed investment company, the Company does not have employees. Its main stakeholders therefore
comprise its Shareholders, who are also its customers, and a small number of suppliers. These suppliers are external
firms engaged by the Board to provide, amongst others, investment management, secretarial, depositary, custodial and
banking services. The principal relationship is with the Managers and page 23 contains further information. Their
investment management services are fundamental to the long term success of the Company through the pursuit of the
investment objective. The Board regularly monitors the Company’s investment performance in relation to its objective
and also to its investment policy and strategy. It seeks to maintain a constructive working relationship with the Managers
and on an annual basis reviews their continuing appointment to ensure it is in the best long term interests of
Shareholders. The Board receives and reviews detailed presentations and reports from the Managers and other suppliers
to enable the Directors to exercise effective oversight of the Company’s activities. Further information on the Board’s
review process is set out in the Corporate Governance Report. The Managers seek to maintain constructive relationships
with other suppliers on behalf of the Company, typically through regular communications, provision of relevant
information and update meetings.
To help the Board in its aim to act fairly as between the Company’s members, it encourages communications with all
Shareholders. The Annual and Interim reports are issued to Shareholders and are available on the Managers’ website
together with other relevant information including monthly factsheets. The Managers offer to meet the larger
Shareholders twice a year to provide detailed reports on the progress of the Company and receive feedback which is
provided to the Board. Directors are also available to meet with Shareholders during the year and, in normal times, at
the AGM. Shareholders’ views are considered as part of the Board’s regular strategy reviews. Shareholders have the
opportunity to validate the Board's strategy through a triennial vote on the continuation of the Company and the Board
encourages Shareholders to participate in this vote.
In seeking to enhance value for Shareholders over the long term, the Board has also established guidelines to allow the
Managers to deploy gearing on a tactical basis when opportunities arise and to implement share buy-backs. During the
year the Company's borrowing facility was refinanced for a further three years and as described in the Chairman's
Statement part of it has been drawn down to take advantage of attractive investment valuations. In addition, the Board
remains committed to a progressive dividend policy, as reflected in the dividends announced for the year.
As described in more detail within the Corporate Governance Report, the Board is committed to maintaining and
demonstrating high standards of corporate governance in relation to the Company’s business conduct.
The Board also expects good standards at the companies within which the Company is invested. In this regard, it is
satisfied that the Managers’ investment process incorporates regular consideration of investee companies’ governance
structures and procedures. It is also encouraged that the Managers engage consistently and proactively with the boards
of investee companies on governance and other matters that are material to the investment case. These activities are
ultimately important to the long term success of the Company.
Many investment cases are influenced by environmental, social and governance (ESG) matters, particularly as the
increased profile of such issues affects the stockmarket’s valuations of companies. The successful design and
implementation of environmental and social policies are the responsibility of a company’s board and governance regime.
Whilst the Managers do not exclude investments from the portfolio based on ESG matters alone, and a broad range of
factors is used for evaluation, ESG considerations are an important component of the investment case assessment.
Where ESG matters impinge upon the investment case, the Managers actively engage with investee companies to
encourage the issues to be addressed and improved. The Managers are well placed to undertake this activity, since
engagement has always been a fully integrated element of their investment process. The Managers’ adoption of the UK
Stewardship Code 2020 highlights more transparently the engagement and voting activity undertaken. Their investment
team is well resourced and, collectively, has a deep knowledge and understanding of small UK quoted companies,
derived from many years of interaction and fundamental research. The Managers’ long history of investing in small UK
quoted companies and their willingness to take significant stakes in investee companies can also be helpful in their
engagement with investee company boards. Further detail on the Managers’ stewardship policy, and supporting
documentation, is available within the 'About Aberforth' section of the Managers’ website, at www.aberforth.co.uk.
In summary, the Board’s primary focus in promoting the long term success of the Company for the benefit of its
Shareholders as a whole is to direct the Company with a view to achieving the investment objective in a manner
consistent with its stated investment policy and strategy.
In doing so, and as described above, it has due regard to the
impact of its actions on other stakeholders and the wider community.
Strategic Report
Aberforth Smaller Companies Trust plc 5
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Principal Risks
The Board carefully considers risks, including emerging risks, faced by the Company and seeks to manage these risks
through continual review, evaluation, mitigating controls and taking action as necessary.
Investment in small companies is generally perceived to carry more risk than investment in large companies. While this
is reasonable when comparing individual companies, it is much less so when comparing the risks inherent in diversified
portfolios of small and large companies. In addition, the Company has a simple capital structure and outsources all the
main operational activities to recognised, well-established firms. The Board receives internal control reports from these
firms to review the effectiveness of their control frameworks. Since the Covid-19 pandemic, these firms have deployed
alternative operational practices, including staff working remotely, to ensure continued business service.
The principal risks faced by the Company, together with the approach taken by the Board towards them, have been
summarised below. Further information regarding the review process can be found in the Corporate Governance and
Audit Committee Reports. As described in the Chairman's Statement and Managers' Report, Covid-19 has caused a
significant reduction in capital values and dividends from UK small companies.
(i)
Investment policy/performance risk – the Company’s portfolio is exposed to share price movements owing to the
nature of its investment policy and strategy. The performance of the investment portfolio typically differs from the
performance of the benchmark and is influenced by stock selection and market related risks including market price
and liquidity (refer to Note 19 for further details). ThThT e Board’s’s’ aim isisi to achieve the investment objbjb ective over the
long term by ensuring the investment portftft ofof lio isisi managed appropriatelylyl . ThThT e Board has outstst ourced portftft ofof lio
management to expxpx erienced managersrsr with a clearlylyl defefe ifif ned investment philosophy and investment process. ThThT e
Board receives regular and detailed reportstst on investment perfrfr ofof rmance including detailed portftft ofof lio analylyl sysy isisi ,s,s risisi k
profofo ifif le and attribution analylyl sysy isisi . Senior representatives ofofo Aberfrfr ofof rth Partnersrsr attend each Board meeting. Peer group
perfrfr ofof rmance isisi alslsl o regularlylyl monitored by the Board.
(ii) Market risk – investment performance is impacted by a number of market risk factors, including uncertainty about
future price movements of investments. ThThT e Managersrsr regularlylyl assess the expxpx osure to market risisi k when making
investment decisisi ions and the Board monitorsrsr the resultstst ofofo the investment process with the Managersrsr . ThThT e Board
and Managersrsr closelylyl monitor economic and political developmentstst and,d,d in particular,r,r are mindfdfd ufuf l ofofo the continuing
uncertaintytyt
fofof llowing the departure ofofo the UK frfrf om the EU,U,U the ongoing impact ofofo the Covid-19 pandemic and
government responses,s,s the potential efefe ffff efef ctstst ofofo climate change and other geopolitical isisi sues refefe efef rred to in the
Managersrsr ’ Report.
(iii) Share price discount – investment trust shares tend to trade at discounts to their underlying net asset values but a
significant share price discount, or related volatility, could reduce shareholder returns and confidence. ThThT e Board
and the Managersrsr monitor the disisi count on a dailylyl basisisi both in absolute terms and relative to ASCoT’T’T s’s’ peersrsr . In thisisi
context,t,t the Board intendsdsd to continue to use the buy-back authoritytyt as described in the Directorsrsr ’ Report.
(iv) Gearing risk – in rising markets, gearing enhances returns; however, in falling markets the gearing effect adversely
affects returns to Shareholders. ThThT e Board and the Managersrsr consider the gearing strategy and associated risisi k on
a regular basisisi .
(v) Reputational risk – the reputation of the Company is important in maintaining the confidence of shareholders. ThThT e
Board and the Managersrsr monitor external fafaf ctorsrsr outwith the Company’s’s’ control afafa ffff efef cting the reputation ofofo the
Company and/d/d o/o/ r the key service providersrsr and take action ififi appropriate.
(vi) Regulatory risk – failure to comply with applicable legal and regulatory requirements could lead to suspension of
the Company’s share price listing, financial penalties or a qualified audit report. A breach of Section 1158 of the
Corporation Tax Act 2010 could lead to the Company losing investment trust status and, as a consequence, any
capital gains would then be subject to capital gains tax. ThThT e Board receives quarterlylyl compliance reportstst frfrf om the
Secretaries to evidence compliance with rules and regulations,s,s together with infnfn ofof rmation on fufuf ture developmentstst .
Viability Statement
The Directors have assessed the viability of the Company over the five years to December 2025, taking account of the
Company’s position, its investment strategy, and the potential impact of the relevant principal risks detailed above,
including Covid-19. Based on this assessment, the Directors have a reasonable expectation that the Company will meet
its liabilities as they fall due and be able to continue in operation, notwithstanding that the Company's shareholders are
to vote on the continuation of the Company again in 2023.
In making this assessment, the Directors took comfort from the results of a series of stress tests that considered the
impact of a number of severe market downturn scenarios on the Company’s financial position and, in particular, its
ability to settle projected liabilities of the Company as they fall due. The Company invests in companies listed and traded
on the London Stock Exchange. These shares are actively traded and, whilst less liquid than larger quoted companies, the
portfolio is well diversified by both number of holdings and industry sector. The Directors determined that a five year
period to December 2025 is an appropriate period for which to provide this statement given the Company’s long term
investment objective, the simplicity of the business model, the resilience demonstrated by the stress testing and the
relatively low working capital requirements.
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Key Performance Indicators
The Board assesses the Company’s performance in meeting its objective against key performance indicators (also
referred to as Alternative Performance Measures): net asset value total return; share price total return; relative
performance; and share price discount to net asset value. Information on the Company’s performance is provided in the
Chairman’s Statement and Managers’ Report and a record of these measures is shown below. In addition to the above,
the Board considers the share price discount against its investment trust peer group. A glossary of these Alternative
Performance Measures can be found on page 61.
Historical Total Returns
Discrete Annual Returns (%)
Period NAV Index Share Price
1 year to 31 December 2020 -15.4 -4.3 -16.5
1 year to 31 December 2019 26.9 25.2 39.8
1 year to 31 December 2018 -15.4 -15.3 -11.8
1 year to 31 December 2017 22.1 19.5 22.6
1 year to 31 December 2016 5.8 11.1 -4.2
1 year to 31 December 2015 10.2 10.6 13.9
1 year to 31 December 2014 -0.7 -1.9 0.1
1 year to 31 December 2013 52.4 36.9 62.0
1 year to 31 December 2012 31.9 29.9 43.9
1 year to 31 December 2011 -13.5 -9.1 -18.5
Annualised Cumulative
Returns (%) Returns (%)
Share Share
Periods to 31 December 2020 NAV Index Price NAV Index Price
2 years from 31 December 2018 3.6 9.5 8.0 7.4 19.8 16.7
3 years from 31 December 2017 -3.2 0.5 1.0 -9.2 1.4 3.0
4 years from 31 December 2016 2.6 4.9 6.0 10.9 21.2 26.3
5 years from 31 December 2015 3.2 6.1 3.9 17.3 34.6 21.0
6 years from 31 December 2014 4.4 6.9 5.5 29.3 48.9 37.7
7 years from 31 December 2013 3.6 5.6 4.7 28.4 46.1 37.9
8 years from 31 December 2012 8.8 9.1 10.6 95.6 100.1 123.3
9 years from 31 December 2011 11.1 11.2 13.8 158.0 160.0 221.3
10 years from 31 December 2010 8.4 9.0 10.1 123.3 136.3 162.0
15 years from 31 December 2005 7.1 8.5 7.6 178.8 238.9 200.4
20 years from 31 December 2000 9.4 8.4 10.7 498.7 398.7 663.2
30.1 years from inception
on 10 December 1990 12.1 10.3 12.1 2,984.9 1,815.3 2,965.3
Ten Year Summary
Net Asset Revenue Dividends
Value per Share per Ordinary per Ordinary Ongoing
As at Share Price Discount Share Share net Charges
31 December p p % p p %
Gearing
%
2020 1,292.4 1,248.00 3.4 13.28 33.30 0.81
2019 1,570.2 1,540.00 1.9 42.26 36.00 0.77
2018 1,273.7 1,138.00 10.7 45.30 38.00 0.79
2017 1,543.7 1,326.00 14.1 41.59 35.50 0.76
2016 1,292.6 1,109.00 14.2 36.93 30.10 0.80
2015 1,254.3 1,193.00 4.9 35.03 28.75 0.79
2014 1,161.4 1,072.00 7.7 27.24 24.75 0.82
2013 1,193.2 1,095.00 6.7 27.37 23.50 0.79
2012 802.8 695.50 13.4 26.07 22.25 0.81
2011 627.3 501.00 20.1 24.13 20.75 0.88
2010 743.8 632.50 15.0 18.11 19.00 0.85
6.1
0.8
1.3
0.3
2.7
0.3
2.8
2.6
5.9
11.1
7.3
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Performance Indicators
Ten Year Investment Summary
Absolute Performance
(figures are total returns and have been rebased to 100 at 31 Dec 2010)
Relative Performance
(figures are total returns and have been rebased to 100 at 31 Dec 2010)
350350
330000
250250
220000
150150
100100
5500
130130
120120
110110
100100
9900
8800
1111
1122
NNAAVVAAVAA
1133
1144
1155
1166
Benchmark
Benchmark
1177
1188
1199
2200
1111
1122
1144
1133
NNAAVVAAVAA vv BBeenncchhmmaarrkk
1155
1166
1177
1188
1199
2200
Dividends and RPI Growth
(figures have been rebased to 100 at 31 Dec 2010)
Premium/Discount
(being the difference between Share Price and NAV)
180180
170170
160160
150150
140140
130130
120120
110110
100100
9900
1111
1122
1133
1144
1155
1166
1177
1188
1199
2200
RPIRPI
Dividends (exxcclluuddiinngg ssppeecciiaall ddiivviiddeennddss))
Dividends (e
-5%-5%
00%%
55%%
10%10%
15%15%
20%20%
25%25%
1111
1122
PPrreemmiiuumm
Discount
Discount
1144
1133
1166
1199
PPrreemmiiuumm//DDiissccoouunntt ooff SShhaarree PPrriiccee ttoo NNAAVVAAVAA
1177
1155
1188
2200
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Introduction
The experience of 2020 will live long in the memory for the lives lost directly and indirectly to Covid-19. Through the
measures taken to control its spread, the virus will also have lasting effects on how we live and on economic activity. A
global pandemic was often cited as a plausible “left field” risk to modern globalised societies, but the reaction of financial
markets to Covid-19 shows how unprepared the world was.
In 2020, the total return from UK equities was -9.8%, as gauged by the FTSE All-Share, which is dominated by larger
The NSCI (XIC), the index of smaller companies that is ASCoT’s benchmark, recorded a return of -4.3%.
companies.
ASCoT’s net asset value total return was -15.4%. This poor year of absolute and relative performance combined aspects
of the global financial crisis, as economies lurched into recession, and of the TMT bubble around the Millennium, as many
highly rated technology companies benefited from lockdown conditions.
The overall performance numbers belie a year of extraordinary volatility. The damage to ASCoT’s performance came in
the first quarter of the year as the impact of Covid-19 and lockdown was felt.
In this period, ASCoT’s net asset value
declined by 43.8%, which compares with a fall of 35.6% for the NSCI (XIC). This was, by some distance, the worst calendar
quarter for ASCoT in its 30 year history. The fortunes of the portfolio’s cyclical companies turned viciously as the
optimism around last year’s decisive election result evaporated. Notwithstanding the substantial assistance from
government and the Bank of England, lockdown crushed economic activity and squeezed liquidity within the corporate
sector – doubt about the viability of many businesses was extreme.
However, even though uncertainty about the virus and the path out of lockdown was still intense, most share prices
reached their low points in late March. In the nine months from 31 March to 31 December, ASCoT’s asset value rose by
50.6% in total return terms, against the NSCI (XIC) up by 48.7%. With the series of vaccine announcements breathing life
into the equity of the portfolio’s holdings, performance improved as the year progressed: November was ASCoT’s
strongest ever month and the final three months of 2020 were its strongest ever calendar quarter.
The subsequent sections of this report describe in some detail how the events of the year affected ASCoT. The
Conclusion & Outlook provides a summary of the main points as well as an assessment of the Company’s prospects.
2020 – a review of a difficult year
Despite Brexit and a US presidential election, Covid-19 dominated 2020. From the portfolio’s perspective, the virus itself
was less significant than the measures taken to tackle it. Lockdown constrained consumer behaviours and precipitated
the UK’s sharpest recession in over three hundred years. Many companies, particularly those serving the domestic
economy, saw their revenues dwindle to zero in the months after the imposition of the first lockdown and were
confronted by the prospect of rapidly diminishing cash resources. This was not a scenario with which anyone, let alone
those responsible for companies’ viability statements, had previously had to contend.
This liquidity squeeze precipitated the deepest dividend cuts since records began and would have proved fatal for many
businesses – the so-called “Covid victims” – without external assistance. That assistance came in three forms. First, the
government and Bank of England deployed huge support programmes in the form of the Coronavirus Job Retention
Scheme (furlough), the Covid Corporate Financing Facility (CCFF) and others. Second, lenders to companies relaxed the
terms of existing debt facilities. Third, the equity market played its part, with pre-emption rules temporarily eased and
large sums raised by several companies through the issue of new shares.
The second quarter was extraordinarily busy in terms of engagement with the boards of investee companies. The
companies attempted to gauge the equity markets’ appetite to be part of the solution, while the Managers sought to
quantify the extent of the liquidity problem and, with a longer term perspective, to discuss appropriate dividend policies.
Additionally, the Managers engaged with the Bank of England both to improve knowledge of their support schemes and
to relay relevant information gathered from companies. The swapping of intelligence through this period and the
preparedness on occasion to become temporary insiders were crucial, since there was a dearth of information with
company guidance generally withdrawn. Through it all, the Managers’ objective was unchanged: to discern where
ASCoT’s capital could be most profitably deployed and thus to enhance the potential upside from the portfolio.
Indeed, in certain
Consistent with this, ASCoT did not support every equity issue undertaken by investee companies.
cases the Managers advised against the issuance of shares while uncertainty was at its greatest and dilution would be
more significant.
After the initial period of confusion, reflected in the precipitous drop in share prices, the summer months brought some
stability and clarity. While the full economic impact of lockdown – the longer term “scarring” – has been deferred by the
official support measures, it became clear that the virus could be controlled. This allowed some tentative recalibration
of forecasts both by companies and investors. Meanwhile, the immediate and most pressing corporate liquidity issues
were quantified and addressed. At the same time, the easing of lockdown brought a recovery in companies’ revenues
It was through this
and suggested a willingness on the part of consumers to revert, more or less, to previous habits.
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Managers’ Report
middle part of the year that the boards of small companies proved that they could meet the challenges posed by Covid-
19 and proved the resilience of their businesses, as they did in the global financial crisis and in the wake of the EU
referendum. Trading updates through the Autumn were generally better than expected and several companies were
able to resume dividend payments.
Against this background, which was encouraging despite the advent of the second lockdown, the vaccine
announcements arrived in November. These proved the catalyst for a broad reappraisal by the financial markets of the
Investment horizons elongated as confidence rose that a
prospects for economic activity and for cyclical companies.
return to a normal way of life was achievable and that a recovery in profits could commence. The stockmarket re-
engaged with businesses that it had previously priced to be without a future of more than a few years. These companies
were aggressively re-valued, to ASCoT’s benefit. This was another damning episode for market efficiency, with the
equity market again struggling to calibrate value in a period of stress. Echoing the experience of the Nifty Fifty and the
TMT bubble, the market focused narrowly on those businesses immune to or benefiting from the effects of Covid-19. It
therefore lost sight of the beneficiaries of the ingenuity that it otherwise prized so highly.
The inspiration from the remarkably rapid vaccine development would have been a good way to have ended a bad year.
However, Brexit politics threatened to complicate the immediate outlook for the UK economy. In the event, a trade deal
with the EU was secured. The detail of its implementation is not yet fully clear, but the near term prospects for the UK
economy are undoubtedly better with an agreement in place. From the perspective of the portfolio, it reduces
uncertainty and removes an excuse for overseas investors to ignore UK assets, which have been global pariahs for several
years. Nevertheless, beyond Brexit, any upside from the UK’s regained sovereignty may be complicated by the political
fallout from Covid-19 and questions about the Union itself.
In considering the operating performance of the portfolio’s holdings and of small companies more generally in 2020, an
important lesson is the resilience of the underlying businesses. Most companies are sensitive to the economic cycle, with
It is certainly the case that, since the global
their profits waxing and waning in step with broad economic activity.
financial crisis, cyclicality around the world has been shunned by most investors – stockmarket valuations of such
businesses had fallen to the extent that they have attracted value investors, such as the Managers. With the onset of
Covid-19 and lockdown, cyclical companies have suffered disproportionately in terms of profits and share prices.
However, cyclicality does not equate to low quality. The businesses within the portfolio, while predominantly cyclical,
are resilient. They can cover their cost of capital and can grow from cycle to cycle. They are well managed and balance
the interests of their shareholders with responsibilities to other stakeholders.
These characteristics are often
overlooked, seldom to such a degree as in 2020, but give confidence that future challenges can be met.
Investment performance
To recap, ASCoT’s net asset value total return in 2020 was -15.4%. In comparison, the NSCI (XIC)’s return was -4.3%. The
following table and paragraphs describe the main influences on ASCoT’s absolute and relative performance.
Performance for the 12 months ended 31 December 2020
AtAtA tributable to the portfolio of investments, based on mid prices
(after transaction costs of 21 basis points)
Movement in mid to bid price spread
Cash/gearing
Purchase of ordinary shares
Management fee
Other expenses
Total attribution based on bid prices
Basis points
(1,229)
-
172
7
(52)
(6)
(1,108)
Note: 100 basis points = 1%. Total Attribution is the difference between the total return of the NAVAVA and the Benchmark Index (i.e. NAVAVA = -15.37%;
Benchmark Index = -4.29%; difference is -11.08% being -1,108 basis points).
Size
For the purposes of this analysis, the size effect concerns the relative performance within the NSCI (XIC) of its “larger
small” companies, which are defined as the overlap between the FTSE 250 and the NSCI (XIC), and its “smaller small”
companies, which are the index’s other constituents. This is relevant because the portfolio has a high exposure to the
index’s “smaller smalls”, a position that reflects the considerably lower valuations for these companies. A useful gauge
of the relative performance of the two groups is the performance of the FTSE 250 against that of the FTSE SmallCap. In
2020, the FTSE SmallCap out-performed the FTSE 250 by 10%, thanks principally to a much stronger rebound in
November. The strength of the “smaller smalls” means that, all else being equal, size would have benefited ASCoT’s
performance in 2020. However, other factors – notably style as described below – proved more influential.
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Style
Notwithstanding a rebound in the fourth quarter inspired by the vaccine news, the value investment style struggled in
2020. The London Business School (LBS) maintains the NSCI (XIC) and conducts style analysis on its constituents.
Defining value stocks as those with the lowest price to book ratios, it calculated that value lagged growth by 14% in 2020.
Though the Managers determine value in a broader fashion and use a variety of valuation metrics, the LBS analysis is
indicative of strong headwinds for value managers. Style was therefore an important contributor to ASCoT’s under-
performance in 2020.
The past decade has been challenging for value investors, with subdued economic growth, disinflation and ever lower
government bond yields. These conditions have favoured the valuations of companies offering secular growth potential
and have elongated investment horizons to the benefit of businesses that might not generate meaningful cash flows for
some years. The generational issues at work over the past decade remain relevant, but the specific reason for the value
style’s particular struggles in 2020 was the recession that ensued from lockdown. As explained above, coming into the
Covid-19 period, value stocks – both in the UK small cap world and more broadly – were generally sensitive to the
economic cycle. Their profits and valuations were therefore vulnerable to lockdown, which was to the detriment of
ASCoT’s performance. A corollary of this is that the portfolio is likely to fare better once confidence in economic recovery
builds – this was the case in the final quarter of the year as the vaccine news allowed markets to look beyond the second
lockdown.
Profits
The table below shows the Managers’ estimates for the aggregate EBITA (earnings before interest, tax and amortisation)
of the portfolio and of the tracked universe. The tracked universe is those companies in the NSCI (XIC) that the Managers
follow closely and represents 95% by value of the NSCI (XIC). Oil and gas production companies are excluded since their
profits are volatile and distort the underlying message of the majority of companies.
Estimated change in aggregate EBITA 2020 2021 2022 2023 4 years
Portfolio ex oil & gas producers -45% +52% +26% +12% +18%
NSCI (XIC) -37% +41% +21% +4% +11%
The table demonstrates the cyclicality of the portfolio, for worse on the way down in 2020 and for better in the
subsequent years. The recovery profile reflects considerations of the second wave of the virus, lockdowns, lasting
economic effects, changing societal behaviours and the vaccines. Certain individual forecasts will no doubt prove
inaccurate, but the Managers believe the framework to be useful.
The impact on profits shown in the table misses another factor. In the absence of Covid-19 and recession for any other
reason, profits would have grown each year. By 2023, profits would have been around 25% higher than they are now
expected to be, which is a quantification of the opportunity cost of the pandemic. However, the important point for
equity valuations is that the recovery does take place: the resilience and nimbleness of small companies has allowed
them to stay in the game to benefit from economic recovery and normalisation. For much of 2020, the stockmarket
appeared to doubt the viability of many businesses and was valuing them as if they would not make it through to the
recovery.
Sector
Since 2016’s EU referendum, sterling has weakened against other currencies, which has fostered the development of a
strong sectoral theme within UK equities in general and within the portfolio. The share price performances of overseas
facing companies have been much stronger than those of companies oriented towards the domestic economy. Covid-
19 accentuated that trend: the Managers calculate that domestics lagged by 10% in 2020 to take their
under-performance since the referendum to 27%. As a global pandemic, the coronavirus affected both overseas and
domestic businesses, but the former experienced a less harsh downturn as economic activity recovered strongly in China.
In contrast, the domestic facing sectors have been characterised as the so-called “Covid victims”.
The portfolio’s geographical profile at the start of 2020 was inappropriate for what was to come. The Managers estimate
that, of the underlying sales of the holdings at 31 December 2019, 63% were generated in the UK, compared with 54%
for the NSCI (XIC). This tilt towards the domestic economy had arisen since the EU referendum as the valuations of the
domestic businesses had fallen sharply relative to the overseas earners. The positioning proved helpful in 2019 as
political clarity promised an economic benefit, but that proved short-lived. Domestic exposure accounted for a
substantial majority of ASCoT’s under-performance against the NSCI (XIC) in 2020.
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The Travel & Leisure sector is a useful illustration. The portfolio’s exposure here coming into 2020 was principally
through bus and rail companies, a pub group, a restaurant business and a gaming operator. Covid-19 brought three
impacts on relative performance.
• First, the recessionary conditions saw the profits of the holdings in the pub, restaurant and casino companies
collapse. The specifics of lockdown worsened the experience, but the falls in profits and share prices were broadly
what might be expected of cyclical businesses.
• Second, the bus and rail operators also saw their profits vanish.
In the context of the analysis of these businesses
before the advent of Covid-19, this was more surprising. One of the attractions of bus franchises over the years has
been the relative stability of their revenues. However, that stability was overwhelmed by the pandemic and
lockdown – the bus operators went from being one of the more resilient components of the portfolio to one of its
most vulnerable.
• Third, the portfolio had no exposure to the highly valued companies operating on-line betting platforms within the
Travel & Leisure sector. As capital light “Covid beneficiaries”, these performed strongly through 2020 and therefore
were a drag on ASCoT’s relative performance.
The stockmarket’s judgement of the prospects for these groups of businesses was swift and severe. What were already
wide valuation gaps within the sector expanded, which led to opportunities for further investment. To date, the
Managers have seen better value among the holdings in the first group of companies, in some cases taking advantage of
equity issues to do so. The outlook is less clear for the bus and rail operators. These have relied heavily on official
support and it is unclear how the relationship with government will develop once the pandemic is brought under control.
Balance sheets
The table below sets out the development of the portfolio’s exposure to four categories of holding. The categories are
determined by the balance sheet position of each company. The estimates underlying the future years are the
Managers’.
Net debt/EBITDA Net debt/EBITDA
Portfolio weight Net cash < 2x > 2x Other*
2019 24% 49% 22% 4%
2020 20% 34% 31% 15%
2021 28% 40% 28% 4%
2022 32% 45% 22% 1%
*Includes loss-makers, IPOs and lenders
The portfolio came into 2020 with balance sheets in a good position. The decisive general election results at the end of
2019 promised to reduce political uncertainty and to release economic activity. That optimism was overtaken by the
onset of Covid-19. Balance sheets that were secure in normal conditions were suddenly challenged in a manner that few
had anticipated. That challenge is evident in the much higher proportion of the portfolio exposed to companies with
leverage above 2x in 2020 compared with 2019. Existing lenders have eased their terms and government facilities have
helped, but the pressure on liquidity and balance sheets has seen numerous equity issues through 2020.
ASCoT supported ten equity issues by its investee companies in the year, with an aggregate sum of £30m committed.
The Managers did not back every issue offered, but sought to prioritise those companies that they calculated needed the
funds most and where, therefore, the pricing of the deal offered most upside. Compared with their expectations at the
time of the interim report, there were few equity issues in the second half of the year. This in part reflects the efforts
undertaken by companies to address liquidity issues in other ways and the fact that the year did not develop in quite so
bad a fashion as might have been feared amid the first lockdown. Nevertheless, it is likely that 2021 will see further
equity issues as companies seek to rebuild working capital as their revenues start the recovery.
In supporting the equity issues and taking advantage of distressed prices, ASCoT benefited from its £130m three year
debt facility from Royal Bank of Scotland International. ASCoT came into the Covid-19 period ungeared, which was
consistent with its historical practice of gearing in a tactical manner, in response to episodes of economic and financial
It offered
market stress. Gearing was deployed for only the fourth time in the Company’s 30 year history in April.
flexibility to add to existing holdings, to participate in equity issues and to buy back shares without having to disturb the
underlying portfolio. At the year end, the gearing ratio was 6%.
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Returning to the table above, it can be seen that the portfolio’s exposure to high leverage reduces in 2021 and 2022.
This reflects the underlying generation of free cash flow by the investee companies – no further equity issues are
assumed. The ability of the portfolio’s holdings to pay down debt in this fashion underscores their viability and
relevance. While cyclical, these companies are well run and resilient – they are not zombies.
Income
Dividends paid by UK companies – large and small – suffered their worst year in the post war era in 2020: the London
Business School calculates that aggregate dividends from NSCI (XIC) constituents fell by 52% in real terms. In 2009, which
was previously the worst year, the decline was “just” 22%. ASCoT’s Revenue Investment Income, again adjusted for
special dividends, fell in line with the NSCI (XIC). The table below gives a different perspective on the portfolio’s dividend
experience, categorising the holdings by their most recent dividend action.
Cut to zero Other cuts Unchanged payer Higher Nil payer
34 20 3 8 15
The lesson of 2009 was that the dividend cuts were quickly forgotten as growth recommenced in 2010. Given how much
further dividends fell in 2020, growth in 2021 is likely but the trajectory of the recovery is important. The early signs are
positive and support the decision by ASCoT’s Board to raise its final dividend. The latter part of 2020 saw several
companies return to the dividend register after having cut to zero amid the deep uncertainty of March and the second
quarter. Within the portfolio, three holdings reinstated dividends in the form of a bonus issue of shares and another six
reinstated cash dividends. The bonus issues, while dilutive, maintain discipline and provide a bridge to reinstated cash
returns to shareholders. The Managers believe that dividends are a crucial component of equity returns and continue
their engagement with the boards of investee companies. However, it is important to emphasise that the Managers
would not jeopardise a company’s viability or ability to undertake profitable investments for the sake of a dividend –
ASCoT’s portfolio continues to be managed in line with its total return objective.
Corporate activity
It was a tremendously busy year for corporate activity – given the pressure on companies’ liquidity it had to be and the
portfolio’s participation in equity issues has already been quantified above. As the year progressed, M&A picked up
strongly. Takeovers of 17 companies within NSCI (XIC) were completed, up from 12 in each of the two previous years.
ASCoT held seven of the 17. On top of this, bids for another eight companies were outstanding at the year end. The
buyers were a mix of domestic and overseas, with both private equity and other corporates featuring. Deal structures
also varied: alongside the full takeover, private equity proved willing to take stakes in companies that retained their
public market listing. At one level, this upsurge in interest in small UK quoted companies is surprising – stockmarket
valuations would seem to indicate that prospects for these businesses are poor. That, though, is the point: other
companies and private equity are keen to take advantage of these extremely low valuations. For the Managers, this
opportunism is entirely rational. The real issue is that a standard 30% control premium on prevailing share prices does
not represent good value for most companies in the portfolio.
It may prove necessary to forgo a one day boost to
performance and to push back on approaches for investee companies if the valuations are unrealistic.
Turnover
Portfolio turnover – as defined in the glossary – was 30% in 2020. This is slightly lower than the 33% long term average,
but higher than the 24% and 26% rates in the previous two years.
In any year, an element of portfolio turnover is
unavoidable because of M&A and the annual rebalancing of the NSCI (XIC). This rebalancing sees companies that have
grown too large for the index ejected, to be replaced by companies whose share prices have fallen enough to merit
inclusion. This process effectively refreshes the value characteristics of the index and ensures there are numerous
opportunities for investment.
It also creates an element of forced turnover, since, in accordance with the Investment
Policy, there are limited circumstances in which ASCoT can hold companies that are not in the NSCI (XIC).
There were two important influences on the rise in turnover during the year. First, Covid-19 and the reaction to it have
undoubtedly changed the prospects for some businesses, notwithstanding the overall resilience of the UK’s small
companies. Where these changes are not fully reflected in share prices, the Managers make sales and look to reinvest
in companies with strong upsides. Second, the vaccine news saw the stockmarket rediscover its enthusiasm for some of
the cyclical businesses. Some were drastically re-rated close to target valuations, encouraging a rotation of capital to
companies with greater upside – the “value roll” – and resulting in a pick-up in turnover from low levels of activity in the
second quarter.
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Active share
At the end of December, ASCoT’s active share in relation to the NSCI (XIC) was 78%, well above the Managers’ target of
It is calculated as half of the sum
at least 70%. Active share is a measure of how different a portfolio is from an index.
of the absolute differences between each stock’s weighting in an index and its weighting in the portfolio. A higher active
share would indicate that a portfolio has a higher chance of performing differently from the index, for better or worse.
A portfolio analysis
Amid the depths of the year’s uncertainty, the Managers categorised the portfolio in order to quantify where the impact
on performance had been greatest but, more importantly, to understand where the sources of greatest upside might lie.
To be clear, this analysis did not change the underlying investment process. As described in more detail in the 2019
Managers’ Report, the process is based on understanding the businesses, determining appropriate target valuations and
circulating the portfolio’s capital from those companies with low upsides to those with high upsides, the “value” roll.
Rather, the analysis focused attention on the most controversial holdings within the portfolio and to challenge the
investment cases.
Category Number Weight 2020 return Upside to target 2022 EV/EBITA
Demand beneficiaries 19 26% +3% 43% 8.4x
Demand cyclicals 25 29% -15% 46% 7.6x
Supply side beneficiaries 12 13% -29% 58% 8.0x
Strategic accelerators 10 16% +0% 84% 7.4x
Structural victims? 13 16% -39% 75% 8.4x
• Demand benefefe ifif ciaries are companies that either have benefited or are likely to benefit from the pandemic, lockdown
conditions and official support measures. These suffered less in share price terms, but this is reflected in higher
valuations and lower upsides. Examples include holdings involved in logistics, healthcare businesses, digital platforms
and likely beneficiaries of higher infrastructure and housing investment. Given the lower upside, this category is a
more likely source of capital.
• Demand cyclicalslsl comprises companies whose fortunes are driven by the ebbs and flows of economic activity. This
category contains overseas earners, as well as many domestic businesses, such as retailers and leisure companies,
whose sales and profits suffered from lockdown conditions. The profitability and share prices of these companies are
expected to recover with the economy at large over the next three years.
• Supplylyl side benefefe ifif ciaries are also economically sensitive and have suffered accordingly, but their recovery prospects
are likely to be enhanced by an improving competitive position as capital is withdrawn from their industries and as
competitors fail. The upside from this category is therefore higher. Within it are some retailers, oil producers and
housebuilders.
• Strategic acceleratorsrsr is a somewhat clumsy term for companies that are not letting the crisis go to waste – they are
Examples include the accelerated
seeking to achieve in one year what might otherwise have taken three.
In some cases, companies
deployment of an online strategy, deep cost restructuring and acquisition integration.
here required additional equity funding, but the upsides from successful execution promise to be substantial.
Significant investment has been made in this category through 2020.
• Structural victims? is the most controversial category, which includes companies that the stockmarket has
determined to be the most fundamentally affected by Covid-19. The category’s constituents in aggregate suffered
most in 2020 and have received greater scrutiny from the Managers. The business models here have been severely
challenged by lockdown, such as the bus companies, doorstep lenders and travel related businesses. Valuations are
low and upsides are potentially very attractive, which has led to further investment in the category. However, not
all constituents have received incremental capital, since in some cases the future role of government is a significant
uncertainty – official support has been important, but the degree of future government involvement and regulation
are not yet clear. The question mark in the name of the category acknowledges the controversy but, in view of the
valuations, also hints at the potential here should the stockmarket’s blunt judgement prove extreme.
Valuations
Consideration of valuations at the present time is complicated by the uncertainty of forecasts as the recession takes its
effect on companies’ profits. The use of historical profits can adjust for this. At 31 December 2019, the portfolio’s
historical price earnings ratio (PE) – the current share price divided by historical earnings per share – was 10.0x. This
compares with a 30 year average of 11.5x and so, even before the onset of Covid-19, the portfolio offered attractive
14 Strategic Report
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Managers’ Report
valuation characteristics in relation to history. During 2020, as pessimism intensified, the PE fell as low as 5.8x, before
ending the year at 7.3x as share prices recovered in the fourth quarter. At 5.8x, the PE was in line with its low points
over the past 30 years, which coincided with the recessions in the early 1990s and during the financial crisis.
The portfolio’s PE of 7.3x at 31 December 2020 was 32% lower than the NSCI (XIC)’s 10.8x. Though the discount has
narrowed from over 50% at points through 2020, the year end figure of 32% is much wider than the 30 year average of
13%. The portfolio thus remains much more attractively valued than usual relative to small companies as a whole. The
stockmarket would appear to be judging that many businesses simply will not make it to the other side of the recession.
This gloomy view is hard to reconcile with the progress made by companies through the year and the measures taken to
address liquidity pressures. Indeed, some recognition of this came in November as share prices started to adjust to the
vaccine news.
Even without a further rise in share prices, the portfolio’s historical PE will rise through 2021 as companies report results
in respect of 2020. These results will reflect the impact of lockdown and lower profits. History suggests that share prices
can look through the decline in profits to the recovery: the rise in ASCoT’s historical PE in the early 1990s from 7x to 19x
was driven by a combination of lower historical profits and rising share prices as the stockmarket anticipated recovery.
Indeed, low historical valuations have been a useful gauge of likely future returns – unsurprisingly, a lower starting PE
today increases the chance of a higher return over five years.
The table below brings forecasts into the valuation analysis for the portfolio and for the tracked universe. The ratio used
here is EV/EBITA (enterprise value to earnings before interest, tax and amortisation), which is the Managers’ preferred
valuation metric. Also shown are the ratios for a subset of growth stocks within the NSCI (XIC), along with those of the
rest, which highlights the valuation stretch at the present time.
EV/EBITA
ASCoT
Tracked universe (253 stocks)
- 42 growth stocks
- 211 other stocks
2020
12.9x
15.2x
22.8x
14.0x
2021
9.6x
12.1x
19.4x
11.1x
2022
7.8x
10.0x
16.9x
9.1x
2023
6.4x
8.8x
14.8x
8.0x
The profit forecasts underlying the ratios in the outer years are the Managers’ and are established from the bottom-up
analysis of the portfolio’s holdings. The forecasts will evolve and are influenced by the second lockdown, official support
measures and the vaccine news. They are also framed in the context of the likely longer term economic impact of Covid-
19, as companies cut costs and as consumer behaviour adjusts to higher unemployment. Consistent with the
commentary above, the EV/EBITA ratios imply a robust recovery over the next few years, with aggregate EBITA in 2023
estimated to be back to 2019 levels.
The table below provides characteristics of the portfolio, including the historical PE ratios that were addressed above. It
also shows historical dividend yield and dividend cover data, which are higher for the portfolio than for the NSCI (XIC).
The portfolio’s 2.2% yield reflects part of the deep dividend downturn: the full impact will come through as investee
companies with December year ends report their full year results in the first quarter of 2021.
31 December 2020 31 December 2019
Portfolio Characteristics ASCoT NSCI (XIC) ASCoT NSCI (XIC)
Number of companies 80 334 80 346
Weighted average market capitalisation £587m £866m £672m £883m
Price earnings (PE) ratio (historic) 7.3x 10.8x 10.0x 14.9x
Dividend yield (historic) 2.2% 1.5% 3.4% 3.2%
Dividend cover 6.1x 6.2x 2.9x 2.1x
Conclusion & Outlook
It is difficult to do justice to just how extraordinary 2020 was. A normal year would have been defined by the recently
decided presidential election, remarkable for the conduct of the incumbent, or, closer to home, by the on-going
wrangling over a trade deal with the EU. Both these issues have, of course, been overwhelmed by Covid-19. The
stockmarket’s verdict on the impact of the coronavirus was abrupt and decisive: the share prices of the strong but
cyclical businesses favoured by ASCoT were crushed, while the share prices of the highly valued technology companies
benefiting from lockdown conditions rose further. ASCoT’s performance suffered accordingly.
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Managers’ Report
The Managers do not disagree with the stockmarket’s differentiation between those two cohorts of companies in the
context of the onset of the coronavirus or with the proposition that the prospects of some businesses have been
fundamentally changed by the pandemic. However, the degree of the differentiation was harder to understand, unless
numerous inherently profitable businesses were going to fail. As government and shareholders offered their support
and as management teams took the necessary actions, it became clear that this would not happen. Additionally, the
stockmarket’s reasoning only went so far: it was fascinated with the ingenuity underlying the technology businesses that
benefited from pandemic conditions, but did not appear to contemplate which companies might benefit from the
astonishing human endeavour involved in developing the vaccines. From this it was clear that much of the universe of
small UK quoted companies, already more attractively valued than usual at the start of the year, was offering exceptional
value. This led to ASCoT deploying its debt facility for the fourth time in its 30 years.
The vaccine news went on to challenge the stockmarket’s prejudices and, alongside the Brexit trade deal, allowed the
year to end in a more encouraging fashion. The recovery is, though, in its early days and the portfolio’s valuations remain
lower than their long term historical average. This in part reflects lingering uncertainty about Covid-19: as the new year
begins, the world is grappling with a new more highly transmissible variant of the virus, which is necessitating
incremental lockdown measures in the UK and elsewhere. Nevertheless, the vaccines continue to be rolled out and thus
allow markets to contemplate prospects beyond the duration of the current lockdown.
Looking, therefore, to the medium term, an important component in the opportunity offered by ASCoT today is
normalisation – of social behaviours, of economic activity, of profits and of share prices. This is not to assert that there
will be a full return to what was normal, since the coronavirus will effect permanent change on societies and economies,
not least through the acceleration of pre-existing disruptive trends. However, share prices have already adjusted to this
new reality and not all that Covid-19 has wrought will necessarily prove lasting. The markets’ on-going efforts to
distinguish between the truly long term and ephemeral effects of the virus will provide further investment opportunities.
Further out, the impact of normalisation will inevitably fade, which is likely to bring the broader influences on investment
style back to the fore. The disinflationary trend of the past 40 years, accelerated by the extraordinary monetary policies
imposed after the global financial crisis, has favoured the growth style.
It remains to be seen how the world reacts to
the shock of the pandemic. The initial collapse in demand is undoubtedly deflationary, but the supply side has also been
affected. On top of this, governments appear to be looking to move on from stimulus policies that have relied heavily
on monetary actions. Fiscal spending, sometimes under the banner of “modern monetary theory”, is being widely
heralded as the solution to the coronavirus deficit, low growth and wealth disparity. Even leaving aside the dubious
recent record of politicians, fiscal stimulus and a larger role for government usually lead to inflationary pressure.
Despite the complexity of the generational issues that affect the debate between inflation and deflation, the financial
markets harbour little doubt. The consensus view is that yesterday’s winners will be tomorrow’s winners and there is
little questioning of taut valuation stretches between and within markets. Government bonds are priced as “return free
risks” and most listed companies, in the UK and more broadly, are very lowly valued by the stockmarket.
Accordingly, the upside today from a diversified portfolio of companies selected within a value investment philosophy is
much greater than usual.
In making this assertion, the Managers are acutely conscious of what ASCoT has endured to
get to this point – both in the coronavirus afflicted year of 2020 and over longer periods, exposure to the value
investment style has incurred an opportunity cost. However, the sanity check comes through considering the qualities
of the underlying companies, which are well run, in command of their balance sheets and able to grow profitably from
cycle to cycle. These viable businesses benefit from innovation and provide us with essential products and services –
they merit higher valuations from the stockmarket. As 2019 and the final quarter of 2020 showed, the scope for strong
total returns is considerable and ASCoT therefore remains geared as 2021 begins. The Managers are optimistic about
ASCoT’s prospects and have added meaningfully to their shareholdings through 2020.
Aberforth Partners LLP
Managers
29 January 2021
16 Strategic Report
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Thirty Largest Investments
As at 31 December 2020
Value % of Total
No. Company £’000 Net Assets Business Activity
1
2
3
4
5
6
7
8
9
10
Reach
Provident Financial
Morgan Advanced Materials
Brewin Dolphin Holdings
Vesuvius
FirstGroup
RWS Holdings
TI Fluid Systems
Wincanton
Vectura Group
40,460
36,589
34,665
30,663
30,234
28,827
28,777
28,030
27,753
27,696
3.5
3.2
3.0
2.7
2.6
2.5
2.5
2.5
2.4
2.4
UK newspaper publisher
Personal credit provider
Manufacture of carbon & ceramic materials
Private client fund manager
Metal flow engineering
Bus & rail operator
Software - translation & content management
Automotive parts manufacturer
Logistics
Inhaled pharmaceuticals - respiratory specialism
TToopp TTeenn IInnvveessttmmeennttss
331133,,669944
2277..33
Redde Northgate
11
Vitec Group
12
De La Rue
13
Robert Walters
14
Forterra
15
DFS Furniture
16
17
Just Group
18 Mitchells & Butlers
19
20
Eurocell
SIG
26,888
25,510
24,663
24,007
23,726
23,603
23,352
23,300
22,215
21,562
2.3
2.2
2.2
2.1
2.1
2.1
2.0
2.0
1.9
1.9
Van rental
Photographic & broadcast accessories
Bank note printer
Recruitment
Manufacture of bricks
Furniture retailer
Individually underwritten annuities
Operator of restaurants, pubs & bars
Manufacture of UPVC building products
Specialist building products distributor
TToopp TTwweennttyy IInnvveessttmmeennttss
555522,,552200
4488..11
Rank Group
Spire Healthcare Group
Keller
Rathbone Brothers
International Personal Finance
TT Electronics
Crest Nicholson
CMC Markets
21
22
23
24
25
26
27
28
29 McKay Securities
30
Senior
TToopp TThhiirrttyy IInnvveessttmmeennttss
Other Investments (50)
TToottaall IInnvveessttmmeennttss
Net Liabilities
TToottaall NNeett AAsssseettss
Multi-channel gaming operator
Private healthcare provider
Ground engineering services
Private client fund manager
Home credit provider
Sensors & other electronic components
Housebuilding
Financial derivatives dealer
Property - London & South East offices
Aerospace & automotive engineering
21,385
20,881
20,609
20,088
19,784
19,564
19,547
19,166
19,045
18,450
775511,,003399
467,034
11,,221188,,007733
(70,143)
11,,114477,,993300
1.9
1.8
1.8
1.7
1.7
1.7
1.7
1.7
1.7
1.6
6655..44
40.7
110066..11
(6.1)
110000..00
Investments are in Ordinary Shares unless otherwise stated.
Strategic Report
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Investment Portfolio
As at 31 December 2020
Value % of Total % of NSCI
Security £’000 Net Assets (XIC)3
Oil & Gas Producers
EnQuest
Pharos Energy plc
Premier Oil
Oil Equipment, Services & Distribution
Gulf Marine Services
Chemicals
RHI Magnesita
Industrial Metals & Mining
International Ferro Metals1
Mining
Anglo Pacific Group
Capital
Gem Diamonds
Kenmare Resources
Construction & Materials
Dialight
Eurocell
Forterra
Keller
SIG
Aerospace & Defence
Senior
General Industrials
Electronic & Electrical Equipment
Morgan Advanced Materials
TT Electronics
Industrial Engineering
Castings
Vesuvius
Vitec Group
XAAR
Industrial Transportation
Wincanton
Support Services
De La Rue
Essentra
PageGroup
Paypoint
Redde Northgate
Robert Walters
RPS Group
RWS Holdings
Smiths News
Speedy Hire
Automobiles & Parts
TI Fluid Systems
Beverages
C&C Group
Food Producers
Bakkavor Group
R.E.A. Holdings
18 Strategic Report
28,403
14,040
1,968
12,395
2,316
2,316
13,410
13,410
––
––
39,824
14,975
8,307
4,877
11,665
95,522
7,410
22,215
23,726
20,609
21,562
18,450
18,450
––
54,229
34,665
19,564
84,167
15,446
30,234
25,510
12,977
27,753
27,753
153,539
24,663
7,936
4,373
7,439
26,888
24,007
15,331
28,777
7,130
6,995
28,030
28,030
9,312
9,312
18,897
17,660
1,237
2.5
1.2
0.2
1.1
0.2
0.2
1.2
1.2
3.5
1.3
0.7
0.5
1.0
8.3
0.6
1.9
2.1
1.8
1.9
1.6
1.6
4.7
3.0
1.7
7.3
1.3
2.6
2.2
1.2
2.4
2.4
13.4
2.2
0.7
0.5
0.6
2.3
2.1
1.3
2.5
0.6
0.6
2.5
2.5
0.8
0.8
1.6
1.5
0.1
3.7
1.0
1.1
1.2
3.8
4.8
3.6
1.0
2.6
2.6
1.8
10.7
0.9
1.3
2.5
Aberforth Smaller Companies Trust plc
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Investment Portfolio
As at 31 December 2020
Value % of Total % of NSCI
Security £’000 Net Assets (XIC)3
Household Goods & Home Construction
Crest Nicholson
Headlam Group
Leisure Goods
Personal Goods
Health Care Equipment & Services
Medica Group
Spire Healthcare Group
Pharmaceuticals & Biotechnology
Vectura Group
Food & Drug Retailers
McColl’s Retail Group
General Retailers
Card Factory
DFS Furniture
Halfords Group
Lookers2
RM
Topps Tiles
Media
Centaur Media
Future
Hyve Group
Reach
STV Group
Wilmington Group
Travel & Leisure
FirstGroup
Go-Ahead Group
Hollywood Bowl
Hostelworld Group
Mitchells & Butlers
Rank Group
Restaurant Group
Stagecoach Group
Fixed Line Telecommunications
Zegona Communications
Mobile Telecommunications
Electricity
Banks
Nonlife Insurance
Conduit Holding
Life Insurance
Hansard Global
Just Group
Real Estate Investment & Services
Foxtons
U and I Group
Real Estate Investment Trusts
McKay Securities
32,935
19,547
13,388
––
––
37,293
16,412
20,881
27,696
27,696
2,676
2,676
73,275
7,320
23,603
13,256
3,933
16,496
8,667
88,496
4,783
6,923
9,977
40,460
9,274
17,079
119,622
28,827
6,450
7,134
10,869
23,300
21,385
12,626
9,031
10,375
10,375
––
––
––
12,950
12,950
27,347
3,995
23,352
13,873
5,936
7,937
19,045
19,045
2.9
1.7
1.2
3.2
1.4
1.8
2.4
2.4
0.2
0.2
6.4
0.6
2.1
1.2
0.3
1.4
0.8
7.7
0.4
0.6
0.9
3.5
0.8
1.5
10.4
2.5
0.6
0.6
0.9
2.0
1.9
1.1
0.8
0.9
0.9
1.1
1.1
2.4
0.4
2.0
1.2
0.5
0.7
1.7
1.7
1.8
0.1
2.0
0.9
2.5
0.0
3.9
1.7
10.3
1.8
1.1
2.1
2.4
1.1
0.9
5.1
3.9
Strategic Report
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Investment Portfolio
As at 31 December 2020
Value % of Total % of NSCI
Security £’000 Net Assets (XIC)3
149,805
1,749
30,663
15,564
6,202
19,166
19,784
36,589
20,088
28,833
13,811
15,022
––
1,218,073
(70,143)
1,147,930
13.1
0.2
2.7
1.4
0.5
1.7
1.7
3.2
1.7
2.5
1.2
1.3
106.1
(6.1)
100.0
10.3
4.7
0.8
100.0
100.0
Financial Services
Amigo Holdings
Brewin Dolphin Holdings
Charles Stanley Group
City of London Investment Group
CMC Markets
International Personal Finance
Provident Financial
Rathbone Brothers
Software & Computer Services
Alfa Financial Software Holdings
Micro Focus
Technology Hardware & Equipment
Investments as shown in the Balance Sheet
Net Liabilities
Total Net Assets
1 Listing cancelled.
2 Listing suspended.
3 Reflects the rebalanced index as at 1 January 2021.
Summary of Material Investment Transactions
For the year ended 31 December 2020
Cost Proceeds
Purchases £’000 Sales £’000
45,850
Provident Financial
35,272
Rathbone Brothers
35,216
SIG
28,655
Spire Healthcare Group
24,321
Premier Oil
18,975
Medica Group
17,429
Conduit Holding
14,187
Crest Nicholson
10,811
Micro Focus
9,589
C&C Group
7,850
Mitchells & Butlers
7,801
De La Rue
RHI Magnesita
7,513
Kenmare Resources
6,522
STV Group
5,818
Card Factory
5,263
Hostelworld Group
4,811
Paypoint
4,091
Zegona Communications
3,591
Hyve Group
3,563
18,785
Other Purchases
Urban&Civic
Future
Huntsworth
CMC Markets
Grainger
Ultra Electronics Holdings
Speedy Hire
Mitchells & Butlers
Keller
Essentra
Hansteen Holdings
Low & Bonar
Rank Group
Devro
RM
Brewin Dolphin Holdings
SDL
N Brown Group
RWS Holdings
Halfords Group
Other Sales
37,139
18,470
17,603
15,363
15,105
13,545
12,966
12,955
10,199
9,214
9,152
9,053
8,966
8,802
7,901
7,345
7,168
6,708
6,468
6,261
102,951
TToottaall PPuurrcchhaasseess ((iinnccll.. ttrraannssaaccttiioonn ccoossttss))
334433,,333344
TToottaall SSaallee PPrroocceeeeddss ((iinnccll.. ttrraannssaaccttiioonn ccoossttss))
331155,,991133
20 Strategic Report
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Portfolio Information
FTSE Industry Classification Exposure Analysis
31 December 2019 31 December 2020
Net Net
NSCI (XIC)
Weight
Sector %
64
Oil & Gas
Basic Materials
32
Industrials
Consumer Goods
Health Care
Consumer Services
Telecommunications
Utilities
Financials
Technology
Portfolio Portfolio Purchases/ Appreciation/ Portfolio Portfolio NSCI (XIC)
Weight Valuation (Sales)1 (Depreciation) Valuation Weight Weight
% £’000 £’000 £’000 £’000 % %
(39,335)
(790)
(31,633)
(12,041)
11,291
(68,698)
(563)
–
(38,433)
(45,824)
16,413
20,649
(10,075)
22,250
29,203
(40,933)
6,468
–
(21,723)
5,169
53,640
33,374
475,367
78,967
24,495
393,700
4,470
–
283,177
69,488
30,718
53,233
433,659
89,176
64,989
284,069
10,375
––
223,021
28,833
18
2–
1–
23
2
5
24
79
53
96
72
35
56
18
2
13
45
23
20
16
27
29
36
27
34
100
100
1,416,678
27,421
(226,026)
1,218,073
100
100
FTSE Index Classification Exposure Analysis
31 December 2019 31 December 2020
NSCI NSCI
Portfolio (XIC) Portfolio (XIC)2
No. of Valuation Weight Weight No. of Valuation Weight Weight
Index Classification Companies £’000 % % Companies £’000 % %
FTSE 100 – – – – – – – –
FTSE 250 19 520,641 37 66 19 400,518 33 64
FTSE SmallCap 41 717,479 51 28 42 627,943 52 28
FTSE Fledgling 11 40,352 3 1 9 48,298 4 1
Other 9 138,206 9 5 10 141,314 11 7
80 1,416,678 100 100 80 1,218,073 100 100
2
1 Includes transaction costs.
2 This reflects the rebalanced index as at 1 January 2021.
Other Information
Company Status
The Company is a closed-ended investment trust listed on the London Stock Exchange and an Alternative
Investment Fund under the Alternative Investment Fund Managers (AIFM) Directive. The Company has been
approved by HM Revenue & Customs as an investment trust for accounting periods commencing on or after
1 January 2013 subject to the Company continuing to meet the eligibility conditions. The Company will continue to
conduct its affairs as an investment trust. Furthermore, the Company is an investment company as defined within
the meaning of Section 833 of the Companies Act 2006.
Board Diversity
The Board’s policy for the appointment of non-executive directors is based on its belief in the benefits of having a diverse
range of experience, skills, length of service and backgrounds. The policy is always to seek to appoint the best person for
the job. The Board actively promotes equality and fairness for all and there will be no discrimination on the grounds of
gender, race, ethnicity, religion, sexual orientation, age or physical ability. The overriding aim of the policy is to seek to
ensure that the Board is composed of the best combination of people to promote the success of the Company for
The current Directors have a range of relevant business, financial and asset
Shareholders over the long term.
management skills and experience. Brief biographical details of the members of the Board are shown on page 22.
Environmental, Human Rights, Employee, Social and Community Issues
The requirement to detail information about environmental matters, human rights, social and community issues does
not apply to the Company as it has no employees, all Directors are non-executive and it has outsourced its functions to
third party service providers. The Company’s and the Managers’ approach to environmental, social and governance
matters is set out within the Corporate Governance Report on page 30.
The Strategic Report, contained on pages 1 to 21, has been approved by the Board of Directors on 29 January 2021 and signed
on its behalf by:
Richard Davidson,
ChChC airmrmr an
Strategic Report
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Governance Report
Board of Directors
Richard Davidson, Chairman
Appointed: 26 January 2019
Shareholding in the Company: 32,000 Ordinary Shares
Richard is Chair of Miton Global Opportunities plc. He is also Chair of the University of Edinburgh’s Investment
Committee as well as being a Trustee of its pension scheme. Formerly, he was a Partner and Manager of the Macro Fund
at Lansdowne Partners. Prior to that, he was a Managing Director and No.1 ranked investment strategist at Morgan
Stanley, where he worked for 15 years. Since 2003, Richard has also been heavily involved in forestry investment and
management.
2
Julia Le Blan
Appointed: 29 January 2014 and chairs the Audit Committee
Shareholding in the Company: 3,000 Ordinary Shares
Julia is a chartered accountant and has worked in the financial services industry for over 30 years. She was formerly a tax
partner at Deloitte and expert on the taxation of investment trust companies. She sat for two terms on the AIC’s
technical committee and is also a director of The Biotech Growth Trust plc, BMO UK High Income Trust plc and JP
Morgan US Smaller Companies Investment Trust plc.
Paula Hay-Plumb
Appointed: 29 January 2014 and is a member of the Audit Committee
Shareholding in the Company: 2,600 Ordinary Shares
Paula is a chartered accountant and an experienced director with a wealth of finance and governance expertise in both
the private and public sectors. Her previous roles include Corporate Finance and Group Reporting Director at Marks and
Spencer plc, Chairman of the National Australia Group Common Investment Fund and non-executive board member of
Skipton Building Society and the National Audit Office. Paula is currently a non-executive board member of Michelmersh
Brick Holdings plc, The Crown Estate and Oxford University Hospitals NHS Foundation Trust and a Trustee of Calthorpe
Estates.
Richard Rae
Appointed: 26 January 2012 and is a member of the Audit Committee
Shareholding in the Company: 4,000 Ordinary Shares
Richard qualified as a chartered accountant with KPMG and joined Hoare Govett as an investment analyst in 1987. He
spent 22 years working in investment research and equities management, latterly as a Managing Director, responsible
for smaller companies, in the Global Equities division of ABN AMRO. Since 2009, he has established himself as an
independent management consultant providing corporate advice to both listed and unlisted companies.
Victoria Stewart
Appointed: 1 September 2020
Shareholding in the Company: 4,200 Ordinary Shares
Victoria spent twenty two years as a fund manager, mostly with Royal London Asset Management. She was the sole
manager of the Royal London UK Smaller Companies Fund from its inception in 2007, leaving in 2016 and taking up a
non-executive director role with Secure Trust Bank PLC where she is chairman of the remuneration committee. Victoria
has considerable experience of managing and investing in various investment vehicles and mid and small-cap listed
companies and has a strong working knowledge of performance analysis and corporate governance. Victoria is also a
non-executive director of Artemis Alpha Fund plc and JPMorgan Claverhouse Investment Trust plc.
Martin Warner
Appointed: 1 March 2018
Shareholding in the Company: 7,000 Ordinary Shares
Martin co-founded Michelmersh Brick Holdings plc in 1997 and served as Chief Executive and subsequently non-
executive Chairman from May 2017. Martin is a Fellow of the Royal Institute of Chartered Surveyors and is Chairman of
the Brick Development Association.
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Directors’ Report
The Directors submit their Annual Report and Financial Statements for the year ended 31 December 2020.
Directors
The Directors of the Company during the financial year are listed on page 35. Further information about the Board can
be found in the Corporate Governance Report, which forms part of this Directors’ Report.
It is the responsibility of the Board to ensure that there is effective stewardship of the Company’s affairs. In common
with the majority of investment trusts, the Company has neither executive directors nor any employees. However, the
Board has engaged external firms to undertake the investment management, secretarial, depositary and custodial
activities of the Company.
Objective, Investment Policy, Investment Strategy, Dividend Policy and Risks
These are explained fully in the Strategic Report.
Return and Dividends
The total return attributable to shareholders for the year ended 31 December 2020 amounted to a loss of £219,198,000
(2019: profit of £299,510,000). The Net Asset Value per Ordinary Share at 31 December 2020 was 1,292.38p (2019:
1,570.15p).
Your Board is pleased to declare a final dividend of 22.90p which produces total dividends for the year of 33.30p (total of
£29,644,000). The final dividend, subject to Shareholder approval, will be paid on 9 March 2021 to Shareholders on the
register at the close of business on 12 February 2021.
Investment Managers
Aberforth Partners LLP (the firm, Managers or Aberforth) act as Alternative Investment Fund Manager and Secretaries
to the Company. The business was established in 1990 to provide institutional and wholesale investors with a high level
of resources focused exclusively on small UK quoted companies and deployed in accordance with a value investment
philosophy.
At 31 December 2020, funds under management were £1.8 billion, of which 64% was represented by investment trusts,
7% by a unit trust and 29% by segregated charity funds. All these funds are managed in line with the value philosophy
applied to the Company’s portfolio. The Managers believe that diseconomies of scale come with managing too much
money within an asset class such as small UK quoted companies. Accordingly, they impose a ceiling on funds under
management, which in normal circumstances would be equivalent to 1.5% of the total market capitalisation of the NSCI
(XIC) benchmark. Consistent with this, current capacity is circa £400 million of funds under management.
The firm is wholly owned by seven partners. Six are investment managers, with the investment team completed by one
other who is not currently a partner. Analytical responsibilities are divided by stockmarket sector among the investment
managers, but investment decisions and portfolio management are undertaken on a collegiate basis by the full team.
The investment managers are remunerated on the basis of the success of the firm and its funds as a whole. Alignment
with the Company’s Shareholders is further enhanced by the team’s meaningful investments in the Company’s equity.
These services can be terminated by either party at any time by giving six months’ notice of termination. Compensation
would be payable in respect of this six month period only if termination were to occur sooner. Aberforth receives an
annual management fee, payable quarterly in advance, equal to 0.75% of the net assets up to £1 billion, and 0.65%
thereafter. The management fee amounted to £7,246,000 in the year ended 31 December 2020 (2019: £8,869,000).
The secretarial fee amounted to £89,538 (excluding VATATA ) during 2020 (2019: £87,569, excluding VATATA ). It is adjusted
annually in line with the Retail Prices Index and is subject to VATATA , which is currently irrecoverable by the Company.
The Board reviews the Company’s investment management and secretarial arrangements on an on-going basis and
formally at its October meeting, where each Director completes a Managers’ Evaluation questionnaire. The Board then
considers the results of the questionnaire and discusses the following matters, amongst others, in its review:
•
•
•
•
•
•
•
Following the most recent review, the Board was of the opinion that the continued appointment of Aberforth as
investment managers, on the terms agreed, remains in the best interests of Shareholders.
investment performance in relation to the investment objective, policy and strategy;
the continuity and quality of personnel managing the assets;
the level of the management fee;
the quality of reporting to the Board;
the alignment of interests between the Managers and the Company’s Shareholders;
the administrative services provided by the Secretaries; and
the level of satisfaction of major Shareholders with the Managers.
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Directors’ Report
holding or controlling all assets of the Company that are entrusted to it for safekeeping;
cash monitoring and verifying the Company’s cash flows; and
oversight of the Company and the Managers.
Depositary
NatWest Trustee & Depositary Services Limited carry out the duties of Depositary as specified in the Alternative
Investment Fund Managers (AIFM) Directive in relation to the Company, including:
•
•
•
In carrying out such duties, the Depositary acts in the best interests of the Shareholders of the Company. The Depositary
is contractually liable to the Company for the loss of any securities entrusted to it. The Depositary is also liable to the
Company for all other losses suffered as a result of the Depositary’s fraud, negligence and/or failure to fulfil its duties
properly.
NatWest Trustee & Depositary Services Limited receive an annual fee, payable quarterly in arrears, of 0.0085% of the net
assets of the Company, being £108,000 for the year ended 31 December 2020 (2019: £119,000) and their appointment
may be terminated at any time by giving at least six months’ notice. A Depositary may only be removed from office when
a new Depositary is appointed by the Company.
Capital Structure and Share Buy-Backs
At 31 December 2020, the Company’s authorised share capital consisted of 333,299,254 Ordinary Shares of 1p of which
88,823,066 were issued and fully paid. During the year, 710,000 shares (0.8% of the Company’s issued share capital with
a nominal value of £7,100) were bought back and cancelled at a total cost of £6,090,000. No shares are held in treasury.
Share buy-backs may succeed in narrowing the discount between the Company’s share price and net asset value per
share (NAVAVA ) or in limiting its volatility, but their influence is inevitably subject to broader stockmarket conditions.
Irrespective of their effect on the discount, buy-backs at the margin provide an increase in liquidity for those
Shareholders seeking to crystallise their investment and at the same time deliver an economic uplift for those
Shareholders wishing to remain invested in the Company. Accordingly, it is the intention to continue to use the share
purchase facility within guidelines established from time to time by the Board.
Continuation of the Company
The Company has no fixed duration. However, in accordance with the Company’s Articles of Association, Shareholders
are asked every three years to vote on the continuation of the Company and an ordinary resolution will be proposed at
the Annual General Meeting to be held in March 2023.
If such resolution is not passed, the Directors will prepare and submit to shareholders (for approval by special resolution)
proposals for the unitisation or appropriate reconstruction of the Company. In putting forward such proposals the
Directors will seek, inter alia, to provide shareholders with a means whereby they can defer any liability to capital gains
tax on their investment at that time. If such proposals are not approved, shareholders will, within 180 days of the
relevant Annual General Meeting, have the opportunity of passing an ordinary resolution requiring the Company to be
wound up. On a winding-up, after meeting the liabilities of the Company, the surplus assets will be paid to the holders
of Ordinary Shares and distributed, pro rata, among such holders.
Going Concern
The Audit Committee has undertaken and documented an assessment of whether the Company is a going concern. This
assessment included the impact on the Company of Covid-19. The Committee reported the results of its assessment to
the Board.
The Company’s business activities, capital structure and borrowing facilities, together with the factors likely to affect its
development and performance are set out in the Strategic Report. In addition, the Annual Report includes the Company’s
objectives, policies and processes for managing its capital and financial risk, along with details of its financial instruments
and its exposures to credit risk and liquidity risk. The Company’s assets comprise mainly readily realisable equity
securities and funding flexibility can typically be achieved through the use of the borrowing facilities which are described
in notes 12 and 13 to the financial statements. The Company has adequate financial resources to enable it to meet its
day-to-day working capital requirements.
In summary and taking into consideration all available information, the Directors have concluded it is appropriate to
continue to prepare the financial statements on a going concern basis.
Voting Rights of Shareholders
At shareholder meetings and on a show of hands, every shareholder present in person or by proxy has one vote. On a
poll, every shareholder present in person has one vote for each share he/she holds and a proxy has one vote for every
share in respect of which he/she is appointed.
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Directors’ Report
The Board is pleased to offer electronic proxy voting, including CREST voting capabilities. Further details can be found in
the Notice of the AGM.
Notifiable Share Interests
The Board has received notifications of the following interests in the voting rights of the Company as at 31 December
2020 and 29 January 2021. The total number of voting rights amounted to 88,823,066 at 31 December 2020. Since 31
December 2020, 100,000 shares have been bought back and cancelled and therefore the total number of votes at 29
January 2021 amounted to 88,723,066.
Notified interests
Brewin Dolphin Limited
Investec Wealth & Investment Limited
Rathbone Brothers plc
Percentage
of Voting
Rights Held
10.0%
8.9%
5.9%
Annual General Meeting
The AGM will be held on 2 March 2021 at 2.30 p.m. at 14 Melville Street, Edinburgh EH3 7NS. As explained in the
Chairman's Statement owing to restrictions caused by Covid-19, this will be a closed meeting and Shareholders will not
be able to attend in person. Shareholders are encouraged to submit their votes by proxy in advance of the meeting. The
following special resolution will be proposed at the AGM.
Purchase of Own Shares (Special Resolution)
The current authority of the Company to make market purchases of up to 14.99% of the issued Ordinary Shares of the
Company expires at the end of the AGM. Resolution 11, as set out in the Notice of the AGM, seeks renewal of such
authority until the AGM in 2022. The price paid for shares will not be less than the nominal value of 1p per share and the
maximum price shall be the higher of (i) 105% of the average of the middle market quotations for the shares for the five
business days immediately preceding the date of purchase and (ii) the higher of the price of the last independent trade
and the highest current independent bid on the trading venue where the purchase is carried out. This authority, if
conferred, will be used as described on page 24 and only if to do so would be in the best interests of Shareholders
generally. Any shares purchased under the authority will be automatically cancelled, rather than being held in treasury,
thereby reducing the Company’s issued share capital. There are no outstanding options or warrants to subscribe for
equity shares in the capital of the Company.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of Shareholders as a whole
and they unanimously recommend that all Shareholders vote in favour of them, as they intend to do so in respect of their
own beneficial shareholdings.
Additional information in respect of the Companies Act 2006
The following information is disclosed in accordance with Section 992 of the Companies Act 2006.
•
• Details of the substantial shareholders in the Company are listed above.
•
The Company’s capital structure and voting rights are summarised on pages 24 and 25.
The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of
Association and are discussed on pages 27 and 28.
Amendment of the Company’s Articles of Association and powers to issue shares on a non pre-emptive basis or buy
back the Company’s shares requires a special resolution to be passed by shareholders.
There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to
control attached to securities; no agreements between holders of securities regarding their transfer known to the
Company; no agreements to which the Company is party that might affect its control following a takeover bid.
There are no agreements between the Company and its Directors concerning compensation for loss of office.
•
•
•
Greenhouse Gas Emissions
As the Board has engaged external firms to undertake the investment management, secretarial and custodial activities
of the Company, the Company has no greenhouse gas emissions to report from its operations, nor does it have
responsibility for any other emissions-producing sources under the Companies Act 2006 (Strategic Report and Directors’
Reports) Regulations 2013.
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Directors’ Report
Bribery Act 2010
The Company does not tolerate bribery and is committed to carrying out business fairly, honestly and openly. Aberforth
Partners LLP, the Company’s Investment Managers, have confirmed that anti-bribery policies and procedures are in place
and they do not tolerate bribery.
Modern Slavery Statement
The Company is not within scope of the Modern Slavery Act 2015 and is not, therefore, obliged to make a human
trafficking statement. The Company has no employees and its supply chain consists mainly of professional advisers so is
considered to be low risk in relation to this matter.
Criminal Finances Act 2017
The Company does not tolerate the criminal facilitation of tax evasion.
Post Balance Sheet Events
Since 31 December 2020, there are no post balance sheet events which would require adjustment of or disclosure in the
financial statements.
Independent Auditor
Deloitte LLP has expressed its willingness to continue in office as auditor and a resolution proposing their re-appointment
will be put to the forthcoming Annual General Meeting.
Disclosure of Information to Auditor
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s Auditor is unaware; and each Director has taken all steps
that they ought to have taken as a Director to make themselves aware of any relevant audit information, and to establish
that the Company’s Auditor is aware of that information.
Future Developments
The future success of the Company is dependent primarily on the performance of its investments. Although the Company
invests in companies that are listed or quoted in the United Kingdom, the underlying businesses of those companies are
affected by various economic factors, many of an international nature. The Board’s intention is that the Company will
continue to pursue its investment objective and the stated investment strategy and policy.
Approved and authorised for issue by the Board of Directors
Richard Davidson
ChChC airman
29 January 2021
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Corporate Governance Report
Introduction
The Board is committed to maintaining and demonstrating high standards of corporate governance. The Board has
considered the principles and provisions of the 2019 Association of Investment Companies Code of Corporate
Governance (“the AIC Code”). The AIC Code addresses all the principles and provisions set out in the UK Corporate
Governance Code which applies for the year ended 31 December 2020, as well as setting out additional principles and
provisions on issues that are of specific relevance to investment trusts. The Board considers that reporting in accordance
with the principles and provisions of the AIC Code provides more relevant and comprehensive information to
shareholders. The AIC Code is available on the AIC website at www.theaic.co.uk. This report forms part of the Directors’
Report on pages 23 to 26.
Compliance
Throughout the year ended 31 December 2020 the Company complied with the recommendations of the AIC Code
except, as explained below, where the Company does not believe it appropriate to comply.
The Board, being small in size and composed entirely of independent non-executive Directors, has not appointed a
Remuneration or a Nomination Committee. Directors’ fees and the appointment of new Directors are considered by the
Board as a whole. The Board has also decided not to nominate a Deputy Chairman or a Senior Independent Director,
although the Chair of the Audit Committee fulfils this role when necessary, for example in taking the lead in the annual
evaluation of the Chairman.
The UK Corporate Governance Code includes provisions relating to the role of the chief executive, executive Directors’
remuneration and the need for an internal audit function. For reasons set out in the AIC Code, the Board considers these
provisions are not relevant to the Company as it is an externally managed investment company. In particular, all of the
Company’s day-to-day management 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.
The Board
The Board is responsible for the effective stewardship of the Company’s affairs. Strategic issues and all operational
matters of a material nature are considered at its meetings. At 31 December 2020, the Board comprised six non-
executive Directors, of whom Richard Davidson is Chairman. A formal schedule of matters reserved for decision by the
Board has been adopted. The Board has engaged external firms to provide investment management, secretarial,
depositary and custodial services. Contractual arrangements are in place between the Company and these firms.
The Board carefully considers the various guidelines for determining the independence of non-executive Directors, placing
particular weight on the view that independence is evidenced by an individual being independent of mind, character and
judgement. During the year Paula Hay-Plumb was appointed to the board of Michelmersh Brick Holdings plc as a non
executive director and this represents a cross directorship with Martin Warner who is non executive chairman of
Michelmersh Brick Holdings plc. The Board, excluding these two Directors, considered the cross directorship and was
satisfied that it did not afffff ect the judgement or independence of either Director. All Directors are presently considered to
be independent. All Directors retire at the AGM each year and, if appropriate and continuing, seek re-election. Each Director
has signed a letter of appointment to formalise the terms of their engagement as a non-executive Director, copies of which
are available on request and at the AGM.
Meetings
The Board meets at least quarterly to review the overall business of the Company and to consider the matters specifically
reserved for it. Detailed information is provided by the Managers and Secretaries for these meetings and additionally at
regular intervals to enable the Directors to monitor compliance with the investment objective and the Company’s
investment performance compared with its benchmark index. The Directors also review several
important areas
including:
•
•
•
•
•
•
•
•
the stockmarket environment;
the Company’s investment activity over the quarter relative to its investment policy;
performance in relation to comparable investment trusts and open-ended funds;
the revenue account, balance sheet and gearing position;
share price discount (both absolute levels and volatility);
shareholder register (including significant changes);
regulatory matters; and
relevant industry issues.
The Board also holds an annual strategy session to consider, amongst other matters, the Company’s objective and
investment strategy.
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Annual Plan
The following highlights various additional matters considered by the Board during the past year:
January
April
July
October
Consider Final &
Special Dividend
Approval of the
Annual Report
Shareholder
Communication
Consider Interim
Dividend
Approval of Half
Yearly Report
Internal Control
Review
Corporate
Governance Review
including the
Managers’ policy
on stewardship
Review of
Gearing
Impact of
Covid-19
Review of
significant
interests
Detailed review
of Investment
Trust Peer Group
Review Managers’
continued
appointment and
remuneration
Board &
Committee
Evaluation
Board
Composition
Review of
Directors’ Fees
Annual Strategy
Review
The following table sets out the Directors of the Company during the financial year, together with the number of Board
and Committee meetings held and the number of meetings attended by each Director (whilst a Director or Committee
member).
Board
Director Eligible to attend Attended Eligible to attend Attended
Audit
Committee
9 9 – –
Richard Davidson, Chairman 9 9 – –
9 9 – –
9 9 – –
9 9 – –
Paula Hay-Plumb 9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
Julia Le Blan 9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
Richard Rae 9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
9 9 3 3
3 3 – –
3 3 – –
3 3 – –
3 3 – –
Victoria Stewart (appointed 1 September 2020) 3 3 – –
9 9 – –
Martin Warner 9 9 – –
9 9 – –
9 9 – –
9 9 – –
There has been no change to the Directors between 31 December 2020 and 29 January 2021.
Appointments to the Board
The Board regularly reviews its composition, having regard to the Board’s structure and to the present and future needs
of the Company. The Board takes into account its diversity, the balance of expertise and skills brought by individual
Directors, and length of service, where continuity and experience can add significantly to the strength of the Board. The
Board has not yet set diversity targets but its diversity policy is described on page 21.
The Board established a Committee in 2020, chaired by Richard Davidson, for the purpose of appointing a new Director.
External search consultants, Nurole, a firm having no other connection with the Company or its Directors, were appointed
to conduct a full search. The Committee held meetings with a shortlist of candidates and the process concluded with
Victoria Stewart being appointed a Director with effect from 1 September 2020.
The Board believes in regular refreshment of the Board and in the benefits of having a diverse range of experience, skills,
length of service and backgrounds. The Board is also of the view that length of service will not necessarily compromise the
independence or contribution of directors of an investment trust company or, indeed, its chairman. Continuity and
experience can add significantly to the strength of the Board especially in times of market turbulence. Nevertheless, the
Board’s policy is that in normal circumstances the Chairman and Directors are expected to serve for a nine-year term,
though this may be adjusted for reasons of flexibility. Richard Rae is retiring from the Board at the 2021 AGM having been
a Director for nine years and all the continuing Directors have served for fewer than nine years.
Board performance and re-appointment of Directors
The Board undertakes a formal annual assessment of Directors and their collective performance on a range of issues
including the Board’s role, processes and interaction with the Managers. The Board conducted this internal review of the
Board and the Audit Committee by way of an evaluation questionnaire, the results of which were discussed by the Board in
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Corporate Governance Report
October 2020, providing valuable feedback for improving Board effectiveness and highlighting areas for further
development. The appraisal of the Chairman was led by the Chair of the Audit Committee. The Board has agreed to utilise
external facilitators every three years.
In line with the Board’s policy, all continuing Directors offfff er themselves for re-election at the forthcoming AGM. The Board
believes that each Director continues to be efffff ective, bringing a wealth of knowledge and experience to the Board, and the
Chairman recommends their re-election to Shareholders.
Directors’ and Officers’ Liability Insurance
The Company maintains appropriate insurance cover in respect of legal action against its Directors. The Company has
also entered into qualifying third party deeds of indemnity with each Director to cover any liabilities that may arise to a
third party, other than the Company, for negligence, default or breach of trust or duty. The deeds were in force during
the year to 31 December 2020 and up to the date of approval of this report. The Directors are not indemnified in respect
of liabilities to the Company or costs incurred in connection with criminal proceedings in which the Director is convicted
or required to pay any regulatory or criminal fines.
Training and Advice
New Directors are provided with an induction programme that is tailored to the particular requirements of the
appointee. Thereafter regular briefings are provided on changes in regulatory requirements that affect the Company.
Directors are also encouraged to attend industry and other seminars. Directors, in the furtherance of their duties, may
also seek independent professional advice at the expense of the Company. No Director took such advice during the
financial year under review.
All Directors have access to the advice and services of the Company’s Secretaries, Aberforth Partners LLP, who are
responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are
complied with. The Company Secretaries are also responsible for advising the Board through the Chairman on all
governance matters.
Conflicts of Interest
Company directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have,
a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. The Board has in place
procedures for managing any actual or potential conflicts of interest. No interests conflicting with those of the Company
arose during the year under review.
Risk Management and Internal Control
The Board has overall responsibility for the Company’s risk management and internal control systems and for reviewing
their efffff ectiveness. The Company applies the guidance published by the Financial Reporting Council on internal controls.
Internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the business objective
and can provide only reasonable and not absolute assurance against material misstatement or loss. These controls aim to
ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the
Company’s financial information is reliable. The Directors have a robust process for identifyfyf ing, evaluating and managing
the significant risks faced by the Company, which are recorded in a risk matrix. As part of its risk process, the Board seeks
to identifyfyf emerging risks to ensure that they are efffff ectively managed as they develop and are recorded in the risk matrix.
The Board considers each risk as well as reviewing the mitigating controls in place. Each risk is rated for its “likelihood” and
“impact” and the resultant numerical rating determines its ranking into High, Medium or Low Risk. The principal risks faced
by the Company and Board’s approach to managing these risks are set out on page 6. This process was in operation during
the year and continues in place up to the date of this report. It principally involves the Audit Committee receiving and
examining regular reports from the main service providers. The Board then receives a detailed report from the Audit
Committee on its findings. Further information on internal control and risks is contained in the Audit Committee Report on
page 33. The Directors have not identified any significant failures or weaknesses in respect of the Company’s internal control
systems.
Relations with Shareholders
The Board places great importance on communication with Shareholders. Directors of the Company are available to meet
with any Shareholder on request. The Managers meet the larger Shareholders twice a year to provide them with a detailed
report on the progress of the Company and to receive feedback. The Board receives reports from the Managers on these
Shareholder meetings. Furthermore, following publication of the Annual Report, the Chairman emails the largest
Shareholders inviting questions on all aspects concerning the Company. The Directors may be contacted via the Secretaries
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Corporate Governance Report
whose details are shown on the back cover or through the Chairman’s email address, richard.davidson@aberforth.co.uk.
During the year, the Chairman was in contact with some Shareholders to discuss a range of topics and provided feedback
to the Board.
All Shareholders have the opportunity to vote at and in normal circumstances attend the AGM where the Directors and
Managers are available to discuss important issues afffff ecting the Company. Proxy voting figures are available at the AGM
and via the Managers’ website shortly thereaftftf er. In addition to the annual and half yearly reports, the Company’s
information is published at
performance, daily Net Asset Values, monthly factsheets and other relevant
www.aberforth.co.uk.
Environmental, Social and Governance Matters
In this regard, it is encouraged
The Board expects good standards at the companies in which the Company is invested.
that the Managers consistently and proactively engage with investee companies on environmental, social and
governance (ESG) matters. It is recognised that these can be material to the investment case and therefore to the long
term success of the Company. The Managers believe that sound ESG policies make good business sense and make
assessments of these factors in their company valuations and investment decisions. The Managers do not exclude
companies from their investment universe purely on the grounds of ESG considerations.
Instead, the Managers reflect
these considerations in their target valuations for companies and adopt a positive approach, engaging with company
directors with the aim of improving operations, culture and, ultimately, valuation. The Board has been encouraged by
Aberforth’s increasing emphasis on ESG matters, which reflects broader society’s increased awareness and its
implications for companies’ actual and potential valuations.
UK Stewardship Code and UN Principles for Responsible Investment
The Board and the Managers support the UK Stewardship Code, issued by the FRC, which sets out the principles of
effective stewardship by institutional investors. The Company’s investment portfolio is managed by Aberforth Partners
LLP who invest exclusively in small UK quoted companies and, as a significant investor within this asset class, the
Managers have a strong commitment to effective stewardship. The Managers have embraced the principles and been
early adopters of the UK Stewardship Code 2020, publishing their stewardship policy in June 2020. The Managers have
also published supporting documents detailing their Investment Philosophy, Engagement and Voting framework, and
providing examples of Engagement and Voting. The Managers are a signatory to, and participate in, the annual UNPRI
assessment, the results of which are available within the 'About Aberforth' section of the Managers' website, at
www.aberforth.co.uk. The Board was pleased to see the positive results in 2020.
The Board has reviewed, and endorses, the Managers’ Stewardship Policy, which is available within the ‘About Aberforth’
section of the Managers’ website, at www.aberforth.co.uk.
Voting Policy
The Board has given discretionary voting powers to the Managers to exercise the voting rights on every resolution that is
put to shareholders of the companies in which the Company is invested. The Board supports the Managers’ voting
philosophy, which treats clients as part owners of the underlying companies. Exercising the rights, they vote on all matters
at all meetings. The Managers vote against resolutions that they believe may damage shareholders’ rights or economic
interests, which specifically includes consideration of environmental and social matters. Under normal circumstances these
concerns would have been raised with directors of the company concerned. The Board receives quarterly reports from the
Managers on governance issues, including voting, pertaining to investee companies. As part of the Managers' early
adoption of the Stewardship Code 2020, they have published their voting and engagement framework as well as examples
of voting and engagement undertaken.
By Order of the Board
Richard Davidson
ChChC airman
29 January 2021
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Audit Committee Report
The Committee members are all independent non-executive directors who have been selected by the Board to fulfil
the Committee’s duties based upon their range of financial and commercial expertise. The Committee members during
the year were Julia Le Blan (Chair), Richard Rae and Paula Hay-Plumb. The current members’ biographies can be found
on page 22. Each member of the Committee has recent and relevant financial experience and the Committee as a
whole has competency relevant to the sector in which the Company operates.
Principal Objective:
The objective of the Committee is to provide assurance to the Board as to the effectiveness of the Company’s internal
controls and the integrity of its financial records and externally published results. In doing so the Committee operates
within terms of reference that have been agreed by the Board. These are reviewed annually and are available upon
request.
Principal Responsibilities:
The Committee has been given the following responsibilities:
•
reviewing the Company’s internal financial controls and risk management systems, identifying principal risks and
monitoring the mitigating controls that have been established;
• monitoring compliance with the relevant statutory, regulatory and taxation requirements for a UK based
investment trust that is listed on the London Stock Exchange;
reviewing the Company’s annual and interim financial statements and any formal announcements on the
Company’s financial performance, the accounting policies adopted and the main judgemental areas;
ensuring that the Annual Report, taken as a whole, is fair, balanced and understandable;
agreeing the external auditor’s terms of appointment and remuneration, determining the independence and
objectivity of the auditor and assessing the effectiveness of the audit;
considering whether it is appropriate for certain non-audit services to be carried out by the auditor;
reviewing the need for an internal audit function; and
assessing the going concern and viability of the Company, including assumptions used.
•
•
•
•
•
•
The Chair reports formally to the Board on the Committee’s proceedings after each meeting. To assist with the various
duties of the Committee, a meeting plan has been adopted and is reviewed annually. This is the latest version.
Audit Committee Annual Plan
January
April
July
October
Annual Report
including judgemental
areas, going concern,
viability statement,
letter of
representation,
expense analysis and
Annual Report
announcement
Custodian’s
Controls Report
update
Investment Trust
Status
Key Risks of the
Company
Meetings to be
called if required
Provision of non-
audit services,
including taxation
compliance services
Basis of
Management Fee
allocation (every
three years)
Audit meeting/
evaluation of the
audit including
auditor
independence
Half Yearly Report
including
judgemental areas,
going concern,
expense analysis and
Half Yearly Report
announcement
Key Risks of the
Company
Investment Trust
Status
Corporate
Governance
Compliance
Evaluation of the
Committee
Key Risks of the
Company
Investment Trust
Status
Audit Fees
Committee’s
Terms of Reference
Audit Plan
Auditor Plan,
together with the
Terms of
Engagement
Cyber Security
Measures (Aberforth
Partners)
Internal Controls
Review including
reports from the
Managers and other
third parties
Meetings
Typically three meetings are held each year. Representatives of Aberforth Partners LLP, who provide the Company with
secretarial services, attend all of the meetings. Deloitte LLP (“Deloitte”), the external auditor, attends the meetings in
January and October.
During the year to 31 December 2020 the Committee has focused on the areas described below.
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Audit Committee Report
Matters Considered and Action taken by the Committee
Financial Reporting
In July 2020, the Committee focused on the preparation and content of the Half Yearly Report, including supporting
documentation from the Secretaries. The Half Yearly Report was not audited, as is customary for investment trusts.
In January 2021, the Committee received a report and supporting presentation from the external auditor on its audit
of the financial statements for the year to 31 December 2020. In addition, the Secretaries reported on the preparation
of the financial results and other relevant matters. The Committee considered these reports in detail and took further
comfort from the internal control and risks review covered below. The Chair of the Committee had discussed the
outcome of the audit process and the Annual Report with the audit partner without representatives of Aberforth
Partners being present. As part of its review of the financial statements, the Committee considered the following
significant issues.
Significant Issue
How the issue was addressed
Ownership and valuation of
the investment portfolio as
at 31 December 2020
Revenue recognition including
dividend completeness and
the accounting treatment of
special dividends
Investment Trust Status
Impact of Covid-19
Calculation of
management fees
Impact of Brexit
ThThT e Committee reviewed the Managersrsr ’ control frfrf amework,k,k which includes controlslsl over
valuation and ownersrsr hipipi ofofo investmentstst . ThThT e appointed Depositaryryr
responsible fofof r
holding and controlling all assetstst ofofo the Company entrusted fofof r safafa efef keeping. Ownersrsr hipipi ofofo
investmentstst isisi verififi ifif ed through reconciliations by the Managersrsr to Custodian recordsdsd . ThThT e
frfrf om the Company’s’s’ Custodian. ThThT e
Committee has reviewed internal control reportstst
valuation ofofo the portftft ofof lio isisi undertaken in accordance with the accounting policy fofof r
investmentstst as stated in Note 1 to the fifif nancial statementstst .
isisi
ThThT e Committee reviewed the Managersrsr ’ control frfrf amework,k,k which includes controlslsl over
revenue recognition. ThThT e Committee reviewed actual and fofof recast revenue entitlement at
each meeting. ThThT e accounting treatment ofofo all special dividendsdsd isisi
reviewed by the
Committee and the external auditor.
ThThT e Committee confnfn ifif rmed the position ofofo the Company in respect ofofo compliance with
investment trust status at each meeting with refefe efef rence to a checklisisi t prepared by the
Secretaries. ThThT e position isisi alslsl o confnfn ifif rmed by the external auditor as part ofofo the audit
process.
ThThT e Committee considered the impact ofofo Covid-19 on the Company's's'
fifif nancial statementstst
and the refefe efef rences in the Annual Report,t,t including those contained in the 'Principipi al Risisi ksksk ',
'Going Concern' and 'Managersrsr ' Report' sections.
ThThT e Committee reviewed the Managersrsr ’ control frfrf amework,k,k which includes controlslsl over
expxpx enses,s,s
including management fefef es. ThThT e Committee reviewed management fefef es
payable to the Managersrsr . ThThT e external auditorsrsr have tested the management fefef es as part
ofofo their audit.
ThThT e Committee considered the refefe efef rences in the Annual Report to the impact ofofo Brexit on
the Company,y,y noting those contained in the ‘P‘P‘ rincipipi al Risisi ksksk ’ and ‘M‘M‘ anagersrsr ’ Report’
sections.
The Committee read and discussed this Annual Report and concluded that it is fair, balanced and understandable. It
provides the information necessary for shareholders to assess the Company’s performance, objective and strategy.
Accordingly, the Committee recommended to the Board that the financial statements be approved for publication.
Going Concern and Viability
The Committee received reports on going concern from the Secretaries in July and January. Both reports included
assessment of the impact of Covid-19 on the Company. The content of the investment portfolio, trading activity,
portfolio diversification and the existing borrowing facilities were also discussed. After due consideration, the
Committee concluded it was appropriate to prepare the Company’s accounts on a going concern basis and made this
recommendation to the Board. The main factors that led to this conclusion were the portfolio composition and the
relatively low levels of cash required to continue operating the Company.
The Committee also assessed the viability of the Company. The Committee agreed that it was appropriate to provide
a Viability Statement for a five year period for the reasons set out in the Statement on page 6. In January 2021, the
Committee reviewed a series of stress tests that considered the impact of severe market downturn scenarios on
Shareholders’ funds, the borrowing facilities, investment income and also the impact of losing investment trust status.
The outcome of this activity led the Committee to recommend the Viability Statement to the Board.
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Audit Committee Report
Matters Considered and Action taken by the Committee
including: adding the impact of Covid-19 in market,
Internal Control and Risks
The Committee carefully considered a Matrix of the Company’s principal and emerging risks and the mitigating
controls at each meeting. In October the risks and controls were addressed in more detail. The Committee enhanced
the content of the Matrix during the year,
investment
performance and operational risks; separating out market risk as a principal risk; adding reference to climate change
in principal market risks; and updating emerging risks. The Committee believes the Matrix continues to reflect
accurately the Company’s principal risks. These risks are detailed on page 6.
Also in October the Committee received the Managers’ report on internal controls, including the assurance report
issued by PricewaterhouseCoopers LLP (PwC) on the nature and effectiveness of the control framework that has been
established by the Managers. A representative of PwC attended the meeting. In addition, the Committee received
internal control reports from the Custodian, Northern Trust, and the Registrar, Link Asset Services. The Committee
reviewed these reports and concluded that there were no significant control weaknesses or other issues that needed
to be brought to the Board’s attention.
The Committee continues to monitor closely the increasing risk arising from cyber threats, notwithstanding that the
Company outsources all of its activities to external parties. In October, the Committee received presentations from
Aberforth Partners and their external service provider for cyber security, covering the measures that are in place to
protect the Managers’ systems and the Company information that they contain. The Committee noted the assurances
that have been given about the effectiveness of control measures. It concluded that, although cyber-attack represents
an increasing threat to companies and public bodies worldwide, the Company has taken all reasonable steps to
ensure that appropriate protection measures are in place. Nevertheless this particular threat will continue to be
monitored closely.
External Auditor, Audit Planning and Audit fees
Deloitte was appointed as the Company’s Auditor on 17 April 2013 following a formal tender process and this
appointment has been renewed at each subsequent AGM. The Committee reviews the reappointment of the auditor
every year and the need to put the audit out to tender. Based upon existing legislation, another tender process will
be conducted no later than 2023. The Company is therefore in compliance with the provisions of “The Statutory Audit
Services for Large Companies Market Investigation” (Mandatory use of competitive tender processes and audit
committee responsibilities) Order 2014 as issued by the Competition & Markets Authority.
The audit partner needs to be rotated every five years and Chris Hunter was first appointed audit partner for the 2018
audit. Deloitte presented its audit plan to the Committee in October in advance of the 2020 audit. The plan set out
the scope of the audit, the principal risks that would be addressed (as detailed in the Independent Auditor's Report),
the timetable and the proposed fees. These amounted to £27,000, excluding VATATA , for the year (2019: £22,100) and
the Committee considered the increase with general audit market trends. There were no non-audit activities carried
out by Deloitte.
Evaluation of the Auditor
Following the completion of the audit in January 2021, the Committee reviewed the auditor’s effectiveness. The
Committee acknowledged that the audit team comprised staff with appropriate levels of knowledge and experience.
The Committee noted positive feedback from the Secretaries on Deloitte's performance on the audit. Additionally
Deloitte had provided confirmation that they have complied with the relevant UK professional and regulatory
requirements on independence.
Taking these factors into account, the Committee is satisfied that the external audit was carried out effectively. It has
therefore recommended the re-appointment of Deloitte as the Company's Auditor for the 2021 financial year. The
Board has given its support and a proposal will be put to Shareholders at the forthcoming AGM.
Committee Evaluation
A formal internal review of the Committee’s effectiveness, using an online evaluation questionnaire, was undertaken
during the year. The outcome was positive with no significant concerns expressed. The Committee has agreed to utilise
external facilitators every three years.
Julia Le Blan
Audit Committee ChChC air
29 January 2021
Governance Report
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Directors’ Remuneration Policy
This section provides details of the remuneration policy applying to the Directors of the Company. All Directors are non-
executive, appointed under the terms of letters of appointment and none has a service contract. The Board has prepared this
report in accordance with the requirements of the Companies Act 2006.
This policy was previously approved by Shareholders at the Annual General Meeting held in 2020. The policy provisions
continue to apply until they are next put to Shareholders for approval, which must be at intervals not exceeding three years.
This policy, together with the Directors’ letters of appointment may be inspected at the Company’s registered office.
The Board considers and determines all matters relating to the Directors’ remuneration at the beginning of each financial
period. A Remuneration Committee has not been formed as all of the Directors are non-executive and considered independent.
Company’s Policy on Directors’ Remuneration
The Company’s policy is that the remuneration of the Directors should be commensurate with the duties and responsibilities
of the role and consistent with the requirement to attract and retain Directors of appropriate quality and experience. No
Shareholder has expressed any views to the Company in respect of the Directors’ remuneration policy. The remuneration policy
is not subject to employee consultation as the Company has no employees. It is intended that this policy will remain in place
for the following financial year and subsequent periods.
The Board, at its discretion, determines Directors’ remuneration subject to the aggregate annual fees not exceeding £200,000
in accordance with the Company’s Articles of Association. Such remuneration solely comprised Directors’ fees as set out below
and Directors are not eligible for any other remuneration.
The table below sets out the Directors’ fees in respect of the year ended 31 December 2020 and year ending 31 December
2021. There is no change to Directors' fees for the year ending 2021.
Chairman of the Company
Director and Chair of the Audit Committee
Director and Member of the Audit Committee
Director
Annual Fees
2021
£
37,425
30,950
26,450
24,950
Annual Fees
2020
£
37,425
30,950
26,450
24,950
Loss of Office
A Director may be removed without notice and no compensation will be due on loss of office.
Expenses
All directors are entitled to the reimbursement of expenses paid by them in order to perform their duties as a Director of the
Company.
Review of the Remuneration Policy
The Board has agreed to review the above policy at least annually to ensure that it remains appropriate.
34 Governance Report
Aberforth Smaller Companies Trust plc
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Directors’ Remuneration Report
The Board has prepared this report in accordance with the requirements of the Companies Act 2006. The law requires the
Company’s Auditor to audit certain elements of this report. These elements are described below as “audited”. The Auditor’s
opinion is included in the Independent Auditor’s Report on page 38.
Directors’ Letters of Appointment
Each Director has entered into a letter of appointment with the Company and is subject to annual re-election by Shareholders.
Directors are subject to election by Shareholders at the first Annual General Meeting after their appointment and thereafter
at every subsequent Annual General Meeting.
The following Directors held office during the year.
Date of Date of election/
Director Appointment re-election
Richard Davidson, ChChC airman 26 January 2019 AGM 2021
Paula Hay-Plumb 29 January 2014 AGM 2021
Julia Le Blan 29 January 2014 AGM 2021
Richard Rae 26 January 2012 n/a
Victoria Stewart 1 September 2020 AGM 2021
Martin Warner 1 March 2018 AGM 2021
Directors’ Fees (Audited)
The emoluments of the Directors who served during the year were as follows.
Fees Fees
(Total Emoluments) (Total Emoluments)
2020 2019
Director £ £
Richard Davidson, Chairman (appointed 26 January 2019) 37,425 32,966
Julia Le Blan, Chair of the Audit Committee 30,950 30,500
Paula Hay-Plumb 26,450 26,000
Richard Rae 26,450 26,000
Victoria Stewart (appointed 1 September 2020) 8,288 –
Paul Trickett, Chairman (retired 28 February 2019) – 5,940
Martin Warner 24,950 24,500
154,513 145,906
Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, pension contributions or other
benefits apart from the reimbursement of allowable expenses.
The following table shows the remuneration of the Directors in relation to distributions to Shareholders by way of dividends
and share buy-backs.
Total Directors’ remuneration
Total dividends in respect of that year
Total share buy-back consideration
2020
£’000
155
29,644
6,090
2019
£’000
146
32,287
12,622
Absolute
change
£’000
9
(2,643)
(6,532)
Governance Report
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Directors’ Remuneration Report
Statement of Directors’ Shareholdings and Share Interests (Audited)
The Directors who held office at any time during the year ended 31 December 2020 and their interests in the Shares of the
Company as at that date and 1 January 2020 were as follows.
Directors Nature of Interest
31 December 2020
1 January 2020
Ordinary Shares
Richard Davidson, Chairman Beneficial
Julia Le Blan Beneficial
Paula Hay-Plumb Beneficial
Richard Rae Beneficial
Victoria Stewart (appointed 1 September 2020) Beneficial
Martin Warner Beneficial
Non Beneficial
32,000
3,000
2,600
4,000
4,200
2,000
5,000
20,350
3,000
2,600
4,000
n/a
2,000
5,000
There has been no change in the beneficial or non-beneficial holdings of the Directors between 31 December 2020 and
29 January 2021. The Company has no share options or share schemes. Directors are not required to own shares in the
Company.
Consideration of Shareholders’ Views and Statement of Voting
An ordinary resolution to approve the remuneration report is put to members at each Annual General Meeting. To date, no
Shareholders have commented in respect of the remuneration report or policy. At the last Annual General Meeting held on 3
March 2020, Shareholders, on a show of hands, passed the resolution to approve the Directors’ Remuneration Report: of the
50,745,770 proxy votes, 48,853,980 were cast in favour, 10,039 were cast against, 42,982 were discretionary and 1,838,769
votes were withheld. At the Annual General Meeting held on 3 March 2020, Shareholders, on a show of hands, passed the
resolution to approve the Directors’ Remuneration Policy: of the proxy votes cast, 48,850,679 votes were cast in favour, 12,390
were cast against , 43,932 were discretionary and 1,838,769 votes were withheld.
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Share Price Performance
This graph compares the performance of
the Company’s share price with the Numis
Smaller Companies
Index (excluding
Investment Companies), on a total return
basis (assuming all dividends reinvested)
since 31 December 2010. This index has
been selected for
the purposes of
comparing the Company’s share price
it has been the
performance
Company’s benchmark since inception.
as
During 2020, the Company's performance
suffered from the impact of Covid-19. The
main influences on performance over the
year are described in the Managers'
Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Directors’ Remuneration Report summarises,
as appropriate, for the year ended 31 December 2020:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which those changes occurred and decisions were taken.
On behalf of the Board
Richard Davidson
ChChC airman
29 January 2021
36 Governance Report
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Directors’ Responsibility Statement
The Directors are required by law to prepare financial statements for each financial year in accordance with applicable
law and regulations. The Directors are also required to prepare a Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance Statement.
The Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (Financial Reporting Standard 102 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 these financial statements, the Directors
are required to:
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed
and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume the Company will
continue in business.
select suitable accounting policies and then apply them consistently;
•
The Directors are responsible for keeping 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 that enable
them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Annual Report is published on www.aberforth.co.uk, which is the website maintained by the Managers. The work
undertaken by the Auditor does not involve consideration of the maintenance and integrity of the website and,
accordingly, the Auditor accepts no responsibility for any changes that may have occurred to the financial statements
since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
Declaration
Each of the Directors confirms to the best of their knowledge that:
(a) the financial statements, which have been prepared in accordance with applicable accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
(b) the Strategic Report includes a fair review of the development and performance of the business and the position
of the Company, together with a description of the principal risks and uncertainties that it faces; and
(c) the Annual Report, taken as a whole, is fair, balanced and understandable and provides information necessary for
Shareholders to assess the Company’s position and performance, business model and strategy.
On behalf of the Board
Richard Davidson
ChChC airman
29 January 2021
Governance Report
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Independent Auditor’s Report
To the Members of Aberforth Smaller Companies Trust plc
Opinion
In our opinion the financial statements of Aberforth Smaller Companies Trust plc (the ‘Company’):
•
•
give a true and fair view of the state of the Company’s affairs as at 31 December 2020 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102
“The Financial Reporting Standard applicable in the UK and Republic of Ireland” and the Statement of Recommended Practice
issued by the Association of Investment Companies in October 2019 “Financial Statements of Investment Trust Companies and
Venture Capital Trusts”; and
have been prepared in accordance with the requirements of the Companies Act 2006.
•
We have audited the financial statements which comprise:
•
•
•
•
•
the income statement;
the reconciliation of movement in shareholders’ funds;
the balance sheet;
the cash flow statement; and
the related notes 1 to 22.
The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom Accounting Standards,
including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally
Accepted Accounting Practice) and the Statement of Recommended Practice issued by the Association of Investment Companies
(‘SORP’) in October 2019 “Financial Statements of Investment Trust Companies and Venture Capital Trusts”.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements
section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit
services prohibited by the FRC’s Ethical Standard were not provided to the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
The key audit matter that we identified in the current year was:
•
Valuation and ownership of listed investments
Materiality
Scoping
Significant changes
in our approach
The materiality that we used in the current year was £11.48m (2019: £14.06m) which was determined as
1% of net assets.
Audit work to respond to the risks of material misstatement was performed directly by the audit
engagement team.
There has been no significant changes to our approach.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting
included:
•
Reviewing the holdings in the investment portfolio to assess its liquidity and any potential impairment, including the results of
management’s stress testing;
Assessing the Covid-19 impact considerations prepared as part of management’s going concern assessment;
Evaluating Management’s revenue account projections for the subsequent 12 month period (from Jan 2021) for reasonableness;
Assessing whether the Company has complied with the covenants in place on a monthly basis for its borrowings facility; and
Assessing whether the latest continuation vote has taken place and whether it has been favourable for the continuation of the
Company.
•
•
•
•
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Independent Auditor’s Report
Conclusions relating to going concern (continued)
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Valuation and ownership of listed investments
Key audit matter
ddeessccrriippttiioonn
The quoted investments held by the Company, £1,218m (2019: £1,417m) are key to its performance and
aaccccoouunntt ffoorr tthhee mmaajjoorriittyy ooff tthhee ttoottaall aasssseettss 9999.77%% aatt 3311 DDeecceemmbbeerr 22002200 ((22001199:: 9999.88%%)). PPlleeaassee sseeee
Accounting Policy 1b and note 10.
Investments listed on recognised exchanges are valued at the closing bid price at the year end.
There is a risk that the investments disclosed in the financial statements may not represent the property
of the Company. As they are a key driver of the Company’s performance and due to their significance to
the net asset value there is a risk that these investments might not be correctly valued.
This key audit matter is also included in the Report of the Audit Committee within the annual report as a
significant audit risk.
How the scope of
our audit responded
to the key audit
matter
We have performed the following procedures to test the valuation and ownership of the investment
portfolio at 31 December 2020:
• obtained an understanding of the relevant controls over valuation and ownership of listed
investments;
• agreed 100% of the Company’s investment portfolio at the year end to confirmations received
directly from the custodian;
• independently agreed 100% of the bid prices of quoted investments on the investment ledger at
year end to closing bid prices published by an external pricing source;
• evaluating management judgements regarding the split between capital and revenue income and
investment hierarchy levels; and
• examined the internal controls report over the custodian, as it applies to custody and attended the
Audit Committee meeting at which the custodian controls report was evaluated to enhance our
understanding of the relevant controls at the custodian.
In addition to the above, we also tested the recording of a sample of purchases and sales of listed
investments and assessed the completeness and appropriateness of disclosures in relation to fair value
measurement and liquidity risk. We also considered the impact of Covid-19 on the price of investments
through the year.
Key observations
Based on the work performed we concluded that the valuation and ownership of listed investments is
appropriate.
Financial Report
Aberforth Smaller Companies Trust plc 39
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 40
Independent Auditor’s Report
Our application of materiality
Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of
our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
Basis of determining
materiality
£11.48m (2019: £14.06m)
1% (2019: 1%) of net assets
Rationale for the benchmark
applied
Net assets has been chosen as a benchmark as it is the main focus for investors and is a
key driver of shareholder value. Additionally, it is the standard industry benchmark for
materiality for investment trusts.
Net Assets £1,147.93m
Materiality £11.48m
Net Assets
Materiality
Audit Commi(cid:127)ee
repor ng threshold
£0.57m
Performance Materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70%
of materiality for the 2020 audit (2019: 70%). In determining performance materiality, we considered factors including:
•
•
the quality of the control environment over financial reporting; and
there have been no uncorrected misstatements noted in our audits during prior years.
Error Reporting Threshold
We agreed with the Audit Committee that we would report to the Audit Committee all audit differences in excess of £574,000 (2019:
£702,900), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report
to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control and assessing the
risks of material misstatement through quantitative and qualitative factors relating to each account balance, class of transactions
and disclosure. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
As part of our risk assessment, we assessed the control environment in place at the administrator to the extent relevant to our audit.
40 Financial Report
Aberforth Smaller Companies Trust plc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 41
Independent Auditor’s Report
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated.
inconsistencies or apparent material misstatements, we are required to
If we identify such material
determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to
report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
. This description forms part of our auditor’s report.
www.frc.org.uk/auditorsresponsibilities
p
g
/
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws
and regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including the design of the Company’s
remuneration policies, key drivers for directors’ and the Managers remuneration and performance targets;
results of our enquiries of the Managers and the audit committee about their own identification and assessment of the risks of
irregularities;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating
to:
–
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
–
–
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
•
•
•
Financial Report
Aberforth Smaller Companies Trust plc 41
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 42
Independent Auditor’s Report
Extent to which the audit was considered capable of detecting irregularities, including fraud
(continued)
Identifying and assessing potential risks related to irregularities (continued)
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas: the valuation and ownership of quoted investments. In common with
all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of
those laws and regulations that:
•
had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies Act, Listing Rules and UK tax legislation.
do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability
to operate or to avoid a material penalty. This included the requirements of the United Kingdom’s Financial Conduct Authority
(FCA).
•
Audit response to risks identified
As a result of performing the above, we identified the valuation and ownership of listed investments as a key audit matter related to
the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the
specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management and the audit committee concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with governance; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
•
•
•
•
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
•
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have
not identified any material misstatements in the strategic report or the directors’ report.
Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
•
the directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 24;
the directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the
period is appropriate set out on pages 6 and 24;
the directors' statement on fair, balanced and understandable set out on page 37;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 29;
the section of the annual report that describes the review of effectiveness of risk management and internal control systems set
out on page 29; and
the section describing the work of the audit committee set out on page 31.
•
•
•
•
•
42 Financial Report
Aberforth Smaller Companies Trust plc
Independent Auditor’s Report
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
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, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns.
•
We have nothing to
report in respect of
these matters.
Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
directors’ remuneration have not been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to
report in respect of
these matters.
Other matters which we are required to address
Auditor tenure
Following the recommendation of the audit committee, we were appointed by the shareholders on 17 April 2013 to audit the
financial statements for the period ending 31 December 2013 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is 8 years, covering the years ending 31 December 2013
to 31 December 2020.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with
ISAs (UK).
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Chris Hunter CA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Edinburgh, United Kingdom
29 January 2021
(a) The maintenance and integrity of the Aberforth Partners LLP web site is the responsibility of the partners of Aberforth Partners LLP; the work carried out by the auditor of
Aberforth Smaller Companies Trust plc does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may
have occurred to the financial statements since they were initially presented on the web site.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
(b)
Financial Report
Aberforth Smaller Companies Trust plc 43
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 44
Income Statement
For the year ended 31 December 2020
2020
Revenue Capital Total
NNoottee
£’000 £’000 £’000
RReevveennuuee
££’’000000
22001199
CCaappiittaall
££’’000000
TToottaall
££’’000000
1100
NNeett ((lloosssseess))//ggaaiinnss oonn iinnvveessttmmeennttss
3 15,656 – 15,656
3
IInnvveessttmmeenntt iinnccoommee 3
4 (2,717) (4,529) (7,246)
4
IInnvveessttmmeenntt mmaannaaggeemmeenntt ffeeee 4
PPoorrttffoolliioo ttrraannssaaccttiioonn ccoossttss 5
5 – (2,747) (2,747)
5
5 (731) – (731)
5
OOtthheerr eexxppeennsseess 5
– – 226699,,883366
229955
4422,,447788
((33,,332266))
((55,,554433))
–
– ((22,,559955))
((669988)) –
226699,,883366
4422,,777733
((88,,886699))
((22,,559955))
– ((669988))
– (223,279) (223,279)
NNeett rreettuurrnn bbeeffoorree ffiinnaannccee ccoossttss aanndd ttaaxx
6 (301) (502) (803)
6
FFiinnaannccee ccoossttss 6
12,208 (230,555) (218,347)
3388,,445544 226611,,999933
((335511))
((558866))
330000,,444477
((993377))
RReettuurrnn oonn oorrddiinnaarryy aaccttiivviittiieess bbeeffoorree ttaaxx
229999,,551100
3388,,110033 226611,,440077
– – –
7 (48) – (48) – – –
– – –
7
TTaaxx oonn oorrddiinnaarryy aaccttiivviittiieess 7
11,907 (231,057) (219,150)
RReettuurrnn aattttrriibbuuttaabbllee ttoo eeqquuiittyy sshhaarreehhoollddeerrss
11,859 (231,057) (219,198)
3388,,110033 226611,,440077
229999,,551100
9 13.28p (258.78)p (245.50)p
9
RReettuurrnnss ppeerr OOrrddiinnaarryy SShhaarree 9
4422..2266pp 228899..9966pp
333322..2222pp
TThhee BBooaarrdd ddeeccllaarreedd oonn 2299 JJaannuuaarryy 22002211 aa ffiinnaall ddiivviiddeenndd ooff 2222..9900pp ppeerr OOrrddiinnaarryy SShhaarree.. TThhee BBooaarrdd ddeeccllaarreedd oonn 2288 JJuullyy 22002200 aann
iinntteerriimm ddiivviiddeenndd ooff 1100..4400pp ppeerr OOrrddiinnaarryy SShhaarree..
TThhee ttoottaall ccoolluummnn ooff tthhiiss ssttaatteemmeenntt iiss tthhee pprrooffiitt aanndd lloossss aaccccoouunntt ooff tthhee CCoommppaannyy.. AAllll rreevveennuuee aanndd ccaappiittaall iitteemmss iinn tthhee aabboovvee
ssttaatteemmeenntt ddeerriivvee ffrroomm ccoonnttiinnuuiinngg ooppeerraattiioonnss.. NNoo ooppeerraattiioonnss wweerree aaccqquuiirreedd oorr ddiissccoonnttiinnuueedd iinn tthhee yyeeaarr.. AA SSttaatteemmeenntt ooff
CCoommpprreehheennssiivvee IInnccoommee iiss nnoott rreeqquuiirreedd aass aallll ggaaiinnss aanndd lloosssseess ooff tthhee CCoommppaannyy hhaavvee bbeeeenn rreefflleecctteedd iinn tthhee aabboovvee ssttaatteemmeenntt..
TThhee aaccccoommppaannyyiinngg nnootteess ffoorrmm aann iinntteeggrraall ppaarrtt ooff tthhiiss ssttaatteemmeenntt..
4444 FFiinnaanncciiaall RReeppoorrtt
AAbbeerrffoorrtthh SSmmaalllleerr CCoommppaanniieess TTrruusstt ppllcc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 45
Reconciliation of Movements in Shareholders’ Funds
For the year ended 31 December 2020
Capital
Share redemption Special Capital Revenue
capital reserve reserve reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
NNoottee
BBaallaannccee aass aatt 3311 DDeecceemmbbeerr 22001199
RReettuurrnn oonn oorrddiinnaarryy aaccttiivviittiieess aafftteerr ttaaxxaattiioonn
EEqquuiittyy ddiivviiddeennddss ppaaiidd
PPuurrcchhaassee ooff OOrrddiinnaarryy SShhaarreess
895 93 102,753 1,210,620 91,439 1,405,800
– – – (231,057) 11,859 (219,198)
– – –
– – –
8 – – – – (32,582) (32,582)
8 – – – –
8 – – – –
(7) 7 (6,090) – – (6,090)
1144
BBaallaannccee aass aatt 3311 DDeecceemmbbeerr 22002200
888 100 96,663 979,563 70,716 1,147,930
For the year ended 31 December 2019
CCaappiittaall
SShhaarree
ccaappiittaall
rreeddeemmppttiioonn
rreesseerrvvee
££’’000000
SSppeecciiaall
rreesseerrvvee
££’’000000
CCaappiittaall
rreesseerrvvee
££’’000000
RReevveennuuee
rreesseerrvvee
££’’000000
TToottaall
££’’000000
NNoottee
££’’000000
BBaallaannccee aass aatt 3311 DDeecceemmbbeerr 22001188
RReettuurrnn oonn oorrddiinnaarryy aaccttiivviittiieess aafftteerr ttaaxxaattiioonn
EEqquuiittyy ddiivviiddeennddss ppaaiidd
PPuurrcchhaassee ooff OOrrddiinnaarryy SShhaarreess
BBaallaannccee aass aatt 3311 DDeecceemmbbeerr 22001199
990066
994499,,221133
111155,,337755
8822
8888,,116600
– – – 226611,,440077
– – –
3388,,110033
8 – – – – ((3344,,882244))
8 – – – –
((1122,,662222)) – –
11,,115533,,773366
229999,,551100
((3344,,882244))
– – ((1122,,662222))
((1111))
1111
1144
889955
9933
110022,,775533 11,,221100,,662200
9911,,443399
11,,440055,,880000
TThhee aaccccoommppaannyyiinngg nnootteess ffoorrmm aann iinntteeggrraall ppaarrtt ooff tthhiiss ssttaatteemmeenntt..
FFiinnaanncciiaall RReeppoorrtt
AAbbeerrffoorrtthh SSmmaalllleerr CCoommppaanniieess TTrruusstt ppllcc 4455
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 46
Balance Sheet
As at 31 December 2020
2020
£’000
NNoottee
22001199
££’’000000
FFiixxeedd aasssseettss
IInnvveessttmmeennttss aatt ffaaiirr vvaalluuee tthhrroouugghh pprrooffiitt oorr lloossss
1100
1,218,073
11,,441166,,667788
CCuurrrreenntt aasssseettss
DDeebbttoorrss
CCaasshh aatt bbaannkk
1111
2,963
968
22,,880099
118877
3,931
22,,999966
CCrreeddiittoorrss ((aammoouunnttss ffaalllliinngg dduuee wwiitthhiinn oonnee yyeeaarr))
1122
(1,231)
((1133,,887744))
NNeett ccuurrrreenntt aasssseettss//((lliiaabbiilliittiieess))
2,700
((1100,,887788))
TTOOTTAALL AASSSSEETTSS LLEESSSS CCUURRRREENNTT LLIIAABBIILLIITTIIEESS
CCrreeddiittoorrss ((aammoouunnttss ffaalllliinngg dduuee aafftteerr mmoorree tthhaann oonnee yyeeaarr)
1,220,773
) 1133
11,,440055,,880000
–
–
(72,843) –
TTOOTTAALL NNEETT AASSSSEETTSS
1,147,930
11,,440055,,880000
CCAAPPIITTAALL AANNDD RREESSEERRVVEESS:: EEQQUUIITTYY IINNTTEERREESSTTSS
14 888
14
CCaalllleedd uupp sshhaarree ccaappiittaall 14
CCaappiittaall rreeddeemmppttiioonn rreesseerrvvee 15
15 100
15
SSppeecciiaall rreesseerrvvee 15
15 96,663
15
CCaappiittaall rreesseerrvve
15 70,716
15
RReevveennuuee rreesseerrvvee 15
889955
9933
110022,,775533
11,,221100,,662200
9911,,443399
e 1155
979,563
TTOOTTAALL SSHHAARREEHHOOLLDDEERRSS’’ FFUUNNDDSS
1,147,930
11,,440055,,880000
16 1,292.38p
16
NNeett AAsssseett VVaalluuee ppeerr OOrrddiinnaarryy SShhaarree 16
11,,557700..1155pp
AApppprroovveedd aanndd aauutthhoorriisseedd ffoorr iissssuuee bbyy tthhee BBooaarrdd ooff DDiirreeccttoorrss oonn 2299 JJaannuuaarryy 22002211 aanndd ssiiggnneedd oonn iittss bbeehhaallff bbyy::
RRiicchhaarrdd DDaavviiddssoonn,,
CChhCChCC aaiirrmmaann
CCoommppaannyy NNuummbbeerr:: SSCC112266552244
RReeggiisstteerreedd iinn SSccoottllaanndd
TThhee aaccccoommppaannyyiinngg nnootteess ffoorrmm aann iinntteeggrraall ppaarrtt ooff tthhiiss ssttaatteemmeenntt..
4466 FFiinnaanncciiaall RReeppoorrtt
AAbbeerrffoorrtthh SSmmaalllleerr CCoommppaanniieess TTrruusstt ppllcc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 47
Cash Flow Statement
For the year ended 31 December 2020
2020
£’000
NNoottee
22001199
££’’000000
12,208
OOppeerraattiinngg aaccttiivviittiieess
NNeett rreevveennuuee bbeeffoorree ffiinnaannccee ccoossttss aanndd ttaaxx
3388,,445544
–
–
3 (904) –
3
SSccrriipp ddiivviiddeennddss rreecceeiivveedd 3
7 (48) –
TTaaxxaattiioonn 7
–
–
7
229955
3 –
3
RReecceeiipptt ooff ssppeecciiaall ddiivviiddeennddss ttaakkeenn ttoo ccaappiittaall 3
((55,,554433))
IInnvveessttmmeenntt mmaannaaggeemmeenntt ffeeee cchhaarrggeedd ttoo ccaappiittaall 4
4 (4,529)
4
442211
DDeeccrreeaassee iinn ddeebbttoorrss
((1133))
DDeeccrreeaassee iinn ootthheerr ccrreeddiittoorrss
1,841
–
NNeett ccaasshh iinnffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess
8,568
3333,,661144
IInnvveessttiinngg aaccttiivviittiieess
PPuurrcchhaasseess ooff iinnvveessttmmeennttss
SSaalleess ooff iinnvveessttmmeennttss
(341,319)
315,913
((330000,,556688))
331199,,229966
CCaasshh ((oouuttffllooww))//iinnffllooww ffrroomm iinnvveessttiinngg aaccttiivviittiieess
(25,406)
1188,,772288
FFiinnaanncciinngg aaccttiivviittiieess
PPuurrcchhaasseess ooff OOrrddiinnaarryy SShhaarreess
(6,090)
8 (32,582)
8
EEqquuiittyy ddiivviiddeennddss ppaaiidd 8
(964)
IInntteerreesstt aanndd ffeeeess ppaaiidd
1177
59,250
NNeett ddrraawwddoowwnn//((rreeppaayymmeenntt)) ooff bbaannkk ddeebbtt ffaacciilliittiieess ((bbeeffoorree aannyy ccoossttss))
1144
((1122,,662222))
((3344,,882244))
((11,,001188))
((33,,775500))
1188
CCaasshh iinnffllooww//((oouuttffllooww)) ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
19,614
((5522,,221144))
CChhaannggee iinn ccaasshh dduurriinngg tthhee ppeerriioodd
2,776
112288
CCaasshh aatt tthhee ssttaarrtt ooff tthhee ppeerriioodd
CCaasshh aatt tthhee eenndd ooff tthhee ppeerriioodd
187
2,963
5599
118877
TThhee aaccccoommppaannyyiinngg nnootteess ffoorrmm aann iinntteeggrraall ppaarrtt ooff tthhiiss ssttaatteemmeenntt..
FFiinnaanncciiaall RReeppoorrtt
AAbbeerrffoorrtthh SSmmaalllleerr CCoommppaanniieess TTrruusstt ppllcc 4477
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 48
Notes to the Financial Statements
1 Significant Accounting Policies
A summary of the principal accounting policies adopted, all of which have been applied consistently throughout the year and
the preceding year, is set out below.
(a) Basis of accounting
The financial statements have been presented under Financial Reporting Standard 102 (FRS 102) and under the AIC’s
Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts”
(SORP) issued in October 2019, applicable for accounting periods beginning on or after 1 January 2019. The financial
statements have been prepared on a going concern basis under the historical cost convention, modified to include the
revaluation of the Company’s investments as described below. The Directors' assessment of the basis of going concern is
described on page 24. The functional and presentation currency is pounds sterling, which is the currency of the environment
in which the Company operates. The Board confirms that no critical accounting judgements or significant sources of estimation
uncertainty have been applied to the financial statements and therefore there is not a significant risk of a material adjustment
to the carrying amounts of assets and liabilities within the next financial year.
(b) Investments
The Company’s investments have been categorised as “financial assets at fair value through profit or loss” as the Company’s
business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
Quoted investments are valued at their fair value, which is represented by the bid price. Where trading in the securities of an
investee company is suspended, the investment is valued at the Board’s estimate of its fair value. Purchases and sales of
investments are recognised and de-recognised on trade date. Gains and losses arising from changes in fair value are included
in the capital return for the period and transaction costs on acquisition or disposal of a security are expensed to the capital
reserve.
(c) Income
Dividends receivable on quoted equity shares are accounted for on the ex dividend date as revenue, except where, in the
opinion of the Board, the dividend is capital in nature, in which case it is treated as a return of capital. Where the Company has
received its dividends in the form of additional shares rather than in cash, an amount equivalent to the cash dividend forgone
is recognised as income. Any surplus or deficit in the value of the shares received compared to the cash dividend forgone is
recognised as capital. Other income is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to revenue except as follows:
expenses that are related to the acquisition and disposal of an investment are charged to capital; and
•
expenses are charged to capital reserve where a connection with the maintenance or enhancement of the value of the
•
investments can be demonstrated. In this respect the investment management fee has been allocated 62.5% to capital
reserve and 37.5% to revenue reserve, in line with the Board’s expected long-term split of returns, in the form of capital
gains and income respectively, from the investment portfolio of the Company.
(e) Finance costs
Interest costs are accounted for on an accruals basis. Finance costs of debt, insofar as they relate to the financing of the
Company’s investments or to financing activities aimed at maintaining or enhancing the value of the Company’s investments,
are allocated 62.5% to capital reserve and 37.5% to revenue reserve, in line with the Board’s expected long-term split of
returns, in the form of capital gains and income respectively, from the investment portfolio of the Company.
The arrangement fee in relation to the £130 million bank debt facility is being amortised over the expected life of the facility
(with 62.5% allocated to capital reserve and 37.5% to revenue reserve) on a straight line basis. The unamortised value of these
costs is deducted from the fair value of the bank debt facility.
(f) Capital reserve
The following are accounted for in this reserve:
• gains and losses on the realisation of investments;
• increases and decreases in the valuation of investments held at the year end;
• gains on the return of capital by way of investee companies paying dividends that are capital in nature; and
• expenses, together with the related taxation effect, charged to this reserve in accordance with the above policies.
(g) Special reserve
This reserve may be treated as distributable profits for all purposes, excluding the payment of dividends. The cost of purchasing
Ordinary Shares for cancellation is accounted for in this reserve.
(h) Revenue reserve
This reserve represents the only reserve from which dividends can be funded.
(i) Capital Redemption Reserve
The nominal value of shares bought back for cancellation is added to this reserve.
48 Financial Report
Aberforth Smaller Companies Trust plc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 49
Notes to the Financial Statements
2 Alternative Performance Measures
Alternative Performance Measures (“APMs”) are measures that are not defined by FRS102. The Company believes that APMs,
referred to as “Key Performance Indicators” on page 7, provide shareholders with important information on the Company and
are appropriate for an investment trust company. These APMs are also a component of management reporting to the Board.
A glossary of the APMs can be found on page 61.
3
Income
22002200
RReevveennuuee
££’’000000
22001199
TToottaall
££’’000000
RReevveennuuee
££’’000000
CCaappiittaall
££’’000000
CCaappiittaall
££’’000000
TToottaall
££’’000000
Income from investments
UK dividends
Scrip dividends
Overseas dividends
Property income distributions
Total income
13,830
904
857
65
15,656
–
–
–
–
–
13,830
904
857
65
15,656
41,162
–
622
694
42,478
295
–
–
–
295
41,457
–
622
694
42,773
During the year the Company received special dividends amounting to £1,714,000 (2019: £2,785,000), of which £nil (2019:
£295,000) were considered a return of capital by the investee company.
4 Investment Management Fee
22002200
RReevveennuuee
££’’000000
22001199
TToottaall
££’’000000
RReevveennuuee
££’’000000
CCaappiittaall
££’’000000
CCaappiittaall
££’’000000
TToottaall
££’’000000
Investment management fee
2,717
4,529
7,246
3,326
5,543
8,869
Details of the investment management contract can be found on page 23.
5 Other Expenses
22002200
££’’000000
22001199
££’’000000
The following expenses (including VATATA , where applicable) have been charged to revenue:
Directors’ fees (refer to Directors’ Remuneration Report)
Depositary fee
Secretarial services
Registrar fee
FCA and LSE listing fees
Custody and other bank charges
Auditor’s fee – audit of the financial statements
– for non-audit services
Legal fees
AIC fee
Directors’ and Officers’ liability insurance
Other expenses
155
108
107
81
70
48
32
–
20
22
10
78
731
146
119
105
57
70
59
26
–
5
22
11
78
698
Financial Report
Aberforth Smaller Companies Trust plc 49
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 50
Notes to the Financial Statements
5 Other Expenses (continued)
Expenses incurred in acquiring or disposing of investments classified at fair value through profit or loss, and charged to capital,
are analysed below:
22002200
££’’000000
22001199
££’’000000
Analysis of total purchases
Purchase consideration before expenses 341,169 298,590
Commissions 633 529
Taxes 1,532 1,449
Total purchase expenses 2,165 1,978
Total purchase consideration 343,334 300,568
Analysis of total sales
Sales consideration before expenses 316,495 319,913
Commissions (582) (617)
Total sale proceeds net of expenses 315,913 319,296
Total expenses incurred in acquiring/disposing of investments 2,747 2,595
6 Finance Costs
22002200
RReevveennuuee
££’’000000
22001199
TToottaall
££’’000000
RReevveennuuee
££’’000000
CCaappiittaall
££’’000000
CCaappiittaall
££’’000000
TToottaall
££’’000000
Interest/non-utilisation costs on bank debt facility 275 459 734 328 547 875
Amortisation of bank debt facility costs 26 43 69 23 39 62
301 502 803 351 586 937
7 Taxation
AAnnaallyyssiiss ooff ttaaxx cchhaarrggeedd oonn rreettuurrnn oonn oorrddiinnaarryy aaccttiivviittiieess
22002200
TToottaall
RReevveennuuee
££’’000000
££’’000000
UK corporation tax charge for the year (see below) – – – – – –
22001199
TToottaall
££’’000000
RReevveennuuee
££’’000000
CCaappiittaall
££’’000000
CCaappiittaall
££’’000000
Factors affecting current tax charge for the year
The tax assessed for the period is lower than the standard rate of corporation tax in the UK for a large company. The differences
are explained below.
Total returns on ordinary activities before tax 11,907 (231,057) (219,150) 38,103 261,407 299,510
Corporation tax at 19% (2019: 19%) 2,262 (43,901) (41,639) 7,240 49,667 56,907
Adjusted for the effects of:
Non-taxable UK dividend income (2,628) – (2,628) (7,821) (56) (7,877)
Non-taxable overseas dividend income (139) – (139) (118) – (118)
Expenses not deductible for tax purposes – 522 522 – 493 493
Excess expenses for which no relief has been taken 505 956 1,461 699 1,165 1,864
Non-taxable capital losses/(gains) – 42,423 42,423 – (51,269) (51,269)
UK corporation tax charge for the year – – – – – –
Irrecoverable overseas taxation suffered 48 – 48 – – –
Total tax charge for the year 48 – 48 – – –
The Company has not recognised a potential asset for deferred tax of £27,913,000 (2019: £23,494,000) in respect of unutilised
management expenses because it is unlikely that there will be suitable taxable profits from which the future reversal of a
deferred tax asset may be deducted. The potential deferred tax asset has been calculated using a corporation tax rate of 19%
(2019: 17%).
50 Financial Report
Aberforth Smaller Companies Trust plc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 51
Notes to the Financial Statements
8 Dividends
22002200
££’’000000
22001199
££’’000000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2019 of 22.00p
(2018: 20.75p) paid on 6 March 2020 19,697 18,795
Special dividend for the year ended 31 December 2019 of 4.00p
(2018: 7.75p) paid on 6 March 2020 3,581 7,020
Interim dividend for the year ended 31 December 2020 of 10.40p
(2019: 10.00p) paid on 28 August 2020 9,304 9,009
32,582 34,824
Amounts not recognised in the period:
Final dividend for the year ended 31 December 2020 of 22.90p
(2019: final dividend of 22.00p) payable on 9 March 2021 20,340 19,967
Special dividend for year ended 31 December 2020 of nil
(2019: 4.00p) – 3,581
20,340 23,278
The final dividends for 2020 and 2019 and the special dividend for 2019 have not been included as liabilities in the financial
statements.
9 Returns per Ordinary Share
22002200
22001199
The returns per Ordinary Share are based on:
Returns attributable to Ordinary Shareholders £(219,198,000) £299,510,000
Weighted average number of shares in issue during the year 89,285,989 90,154,625
Return per Ordinary Share (245.50)p 332.22p
There are no dilutive or potentially dilutive shares in issue.
10 Investments
22002200
££’’000000
Investments at fair value through profit or loss
Opening fair value 1,416,678 1,168,165
Opening fair value adjustment 35,117 212,901
22001199
££’’000000
Opening book cost 1,451,795 1,381,066
Purchases at cost 341,169 298,590
Sale proceeds (316,495) (319,913)
Realised (losses)/gains on sales (25,932) 92,052
Closing book cost 1,450,537 1,451,795
Closing fair value adjustment (232,464) (35,117)
Closing fair value 1,218,073 1,416,678
All investments are in ordinary shares listed on the London Stock Exchange unless otherwise stated on pages 18 to 20.
Gains/(losses) on investments:
Net realised (losses)/gains on sales (25,932) 92,052
Movement in fair value adjustment (197,347) 177,784
Net (losses)/gains on investments (223,279) 269,836
The company received £316,495,000 (2019: £319,913,000) from investments sold in the year. The book cost of these
investments was £342,427,000 (2019: £227,861,000). These investments have been revalued over time and until they were
sold any unrealised gains/losses were included in the fair value of the investments.
Financial Report
Aberforth Smaller Companies Trust plc 51
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 52
Notes to the Financial Statements
10 Investments (continued)
In accordance with FRS 102 fair value measurements have been classified using the fair value hierarchy:
Level 1 - using unadjusted quoted prices for identical instruments in an active market;
Level 2 - using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on
market data); and
Level 3 - using inputs that are unobservable (for which market data is unavailable).
Investments held at fair value through profit or loss
AAss aatt 3311 DDeecceemmbbeerr 22002200
Listed equities
Unlisted equities
LLeevveell 11
££''000000
1,214,140
–
LLeevveell 22
££''000000
–
––
LLeevveell 33
££''000000
3,933
TToottaall
££''000000
1,218,073
–
Total financial asset investments
1,218,073
During the year, an investment with a book cost of £16,538,000 was transferred from Level 1 to Level 3 as its listing in the
market was suspended. This investment, Lookers, has been valued at its suspension price. The shares were relisted on 29
January 2021.
1,214,140
3,933
–
AAss aatt 3311 DDeecceemmbbeerr 22001199
Listed equities
Unlisted equities
Total financial asset investments
LLeevveell 11
££''000000
1,416,678
–
1,416,678
LLeevveell 22
££''000000
––
––
––
LLeevveell 33
££''000000
TToottaall
££''000000
1,416,678
–
1,416,678
11 Debtors
22001199
22002200
££’’000000
££’’000000
Investment income receivable 939 2,777
Other debtors 29 32
Total 968 2,809
12 Creditors: Amounts falling due within one year
22001199
22002200
££’’000000
££’’000000
Amounts due to brokers 1,111 –
Other creditors 120 153
Bank debt facility – 13,750
Less: Unamortised costs on bank debt facility – (29)
Total 1,231 13,874
On 14 May 2020, the Company took out an uncommitted overdraftftf credit facility of £20 million with The Northern Trust Company.
The interest rate applying to overdrawn balances is 1.25% over the UK Base Rate. In addition, an arrangement fee of £15,000 was
incurred in respect of the facility. Amounts drawn in 2019 relate to the bank debt facility referred to in Note 13 below.
13 Creditors: Amounts falling due after more than one year
22001199
22002200
££’’000000
££’’000000
Bank debt facility 73,000 –
Less: Unamortised costs on bank debt facility (157) –
Total 72,843 –
On 14 May 2020, the Company entered into a three year unsecured £130 million Facility Agreement with The Royal Bank of
Scotland International Limited. A 0.15% arrangement fee was paid on entering into the agreement and is being amortised over
the expected life of the facility. Under the facility, all funds drawn down attract interest at a margin of 0.80% over LIBOR. A non-
utilisation fee is also payable on any undrawn element, at a rate ranging from 0.3% to 0.5%, depending on the level of utilisation.
This new facility replaced the three year unsecured £125 million Facility Agreement with The Royal Bank of Scotland
International Limited which was on comparable terms.
The main covenant under the facility requires that, every month, total borrowings shall not exceed 25% of the Company’s total
adjusted gross assets. There were no breaches of the covenants during the year. As at 31 December 2020, total borrowings
represented 6.0% of total adjusted gross assets (as defined by Facility Agreement). The current facility is due to expire on 15
June 2023.
52 Financial Report
Aberforth Smaller Companies Trust plc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 53
Notes to the Financial Statements
14 Share Capital
22002200
NNoo.. ooff
NNoo.. ooff
££’’000000
SShhaarreess
Authorised:
Ordinary Shares of 1p 333,299,254 3,333 333,299,254 3,333
SShhaarreess
22001199
££’’000000
Allotted, issued and fully paid:
Ordinary Shares of 1p 88,823,066 888 89,533,066 895
During the year, the Company bought back and cancelled 710,000 shares (2019: 1,047,245) at a total cost of £6,090,000 (2019:
£12,622,000). During the period 1 January to 29 January 2021, 100,000 shares have been bought back for cancellation.
15 Capital and Reserves
CCaappiittaall
RReevveennuuee
SShhaarree
rreesseerrvvee
ccaappiittaall
££’’000000
££’’000000
rreeddeemmppttiioonn
rreesseerrvvee
££’’000000
CCaappiittaall
rreesseerrvvee
0 ££’’000000
SSppeecciiaall
rreesseerrvvee
££’’00000
TToottaall
££’’000000
AtAtA 31 December 2018 906 82 115,375 949,213 88,160 1,153,736
Net gains on sale of investments – – – 92,052 – 92,052
Movement in fair value adjustment – – – 177,784 – 177,784
Cost of investment transactions – – – (2,595) – (2,595)
Management fees charged to capital – – – (5,543) – (5,543)
Finance costs charged to capital – – – (586) – (586)
Special dividends taken to capital – – – 295 – 295
Revenue return attributable to equity
shareholders – – – – 38,103 38,103
Equity dividends paid – – – – (34,824) (34,824)
Purchase of Ordinary Shares (11) 11 (12,622) – – (12,622)
AtAtA 31 December 2019 895 93 102,753 1,210,620 91,439 1,405,800
Net losses on sale of investments – – – (25,932) – (25,932)
Movement in fair value adjustment – – – (197,347) – (197,347)
Cost of investment transactions – – – (2,747) – (2,747)
Management fees charged to capital – – – (4,529) – (4,529)
Finance costs charged to capital – – – (502) – (502)
Special dividends taken to capital – – – – – –
Revenue return attributable to equity
shareholders – – – – 11,859 11,859
Equity dividends paid – – – – (32,582) (32,582)
Purchase of Ordinary Shares (7) 7 (6,090) – – (6,090)
AtAtA 31 December 2020 888 100 96,663 979,563 70,716 1,147,930
16 Net Asset Value per Share
The Net Asset Value per Share and the net assets attributable to the Ordinary Shares at the year end are calculated in
accordance with their entitlements in the Articles of Association and were as follows.
22002200
22001199
Net assets attributable £1,147,930,000 £1,405,800,000
Ordinary Shares in issue at the end of year 88,823,066 89,533,066
Net Asset Value per Ordinary Share 1,292.38p 1,570.15p
Dividend reinvestment factor (defined in glossary) 1.028250 1.029434
Net Asset Value on a total return basis 1,328.89p 1,616.37p
The net asset value total return for the year ended 31 December 2020 is the percentage movement from the net asset value
as at 31 December 2019 of 1,570.15p (31 December 2018: 1,273.72p) to the net asset value, on a total return basis, at
31 December 2020 of 1,328.89p (31 December 2019: 1,616.37p), which is -15.4% (2019: +26.9%).
Financial Report
Aberforth Smaller Companies Trust plc 53
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 54
Notes to the Financial Statements
17 Interest and Finance Costs Paid
22002200
££’’000000
22001199
££’’000000
Bank debt facility fee 195 –
Interest/non-utilisation costs on bank debt facility 769 1,018
Total 964 1,018
18 Analysis of changes in net debt
NNeett ddeebbtt
aatt 11 JJaannuuaarryy
22002200
££’’000000
OOtthheerr
CCaasshh
ffllooww
££’’000000
nnoonn--ccaasshh
mmoovveemmeenntts
££’’000000
NNeett ddeebbtt aatt
3311 DDeecceemmbbeerr
s 22002200
££’’000000
Cash at bank 187 2,776 – 2,963
Bank debt facility (13,750) (59,250) – (73,000)
Bank debt facility fee (see notes 12 and 13) 29 195 (67) 157
Total (13,534) (56,279) (67) (69,880)
19 Financial instruments and risk management
The Company’s financial instruments comprise its investment portfolio (see pages 18 to 20), cash balances, bank debt facilities,
debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement, and accrued
income. Bank debt facilities are utilised when the Managers believe it is in the interest of the Company to gear the portfolio.
Note 1 sets out the significant accounting policies, including criteria for recognition of and the basis of measurement applied
for significant financial instruments excluding cash at bank, which is carried at fair value. Note 1 also includes the basis on which
income and expenses arising from financial assets and liabilities are recognised and measured.
The main risks that the Company faces arising from its financial instruments are as follows.
(i) Interest rate risisi k is the risk that the interest receivable/payable and the market value of investment holdings may fluctuate
because of changes in market interest rates. The Company’s investment portfolio is not directly exposed to interest rate risk.
risisi k is the risk that the Company will encounter difficulty raising funds to meet its cash commitments as they fall
due. Liquidity risk may result from either the inability to sell financial instruments quickly at their fair values or from the
inability to generate cash inflows as required.
(ii) Liquiditytyt
(iii) Credit risisi k is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that
it has entered into with the Company.
(iv) Market price risisi k is the risk that the market value of investment holdings will fluctuate as a result of fluctuations in market
prices caused by factors other than interest rate or currency rate movement.
The Company’s financial instruments are all denominated in sterling and therefore the Company is not directly exposed to
significant currency risk. However, it is recognised that most investee companies, whilst listed in the UK, are exposed to global
economic conditions and currency fluctuations.
(i) Interest rate risk
The Company’s policy is to hold cash in variable rate bank accounts and not usually to invest in fixed rate securities. Cash deposit
balances are held on variable rate bank accounts yielding nil as at 31 December 2020 (2019: nil).
The Company has a bank debt facility of £130,000,000 of which £73,000,000 was drawn down as at 31 December 2020 (2019:
debt facility of £125,000,000, of which £13,750,000 was drawn down). Further details of this facility can be found in Note 13.
If LIBOR and the bank base rate had been 1% point higher at 31 December 2020, the impact on the profit or loss and therefore
Shareholders’ funds would have been negative £730,000 per annum (2019: negative £137,500). If LIBOR and the bank base rate had
been 0.1% point lower at 31 December 2020, the impact on the profit or loss and therefore Shareholders’ funds would have been
a positive £73,000 per annum (2019: positive £103,125 at 0.75%). There would be no direct impact on the portfolio valuation.
The calculations are based on the bank facility drawn down and cash balances as at the respective balance sheet dates and are
not representative of the year as a whole and assume all other variables remain constant. The level of change is considered to
be a reasonable illustration based on current market conditions.
54 Financial Report
Aberforth Smaller Companies Trust plc
193022 ASCOT AR20 Txt PRINT.qxp_193022 ASCOT AR20 Txt V15 03/02/2021 11:07 Page 55
Notes to the Financial Statements
19 Financial instruments (continued)
(ii) Liquidity risk
With the exception of two investments, the Company’s assets comprise mainly readily realisable equity securities which are all
Level 1 assets and actively traded. The two exceptions are described below under Market price risk. Whilst less liquid than
larger quoted companies, the portfolio is well diversified by both numbers of holdings and industry sector. Short term funding
flexibility can be achieved through the use of bank debt facilities. The Company’s current liabilities all have a remaining
contractual maturity of less than three months with the exception of the bank debt facility.
(iii) Credit risk
The Company invests in UK equities traded on the London Stock Exchange. Investment transactions are carried out with a number
of FCA regulated brokers, with trades typically undertaken on a delivery versus payment basis and on a short settlement period.
The investment portfolio assets of the Company are held by The Northern Trust Company, the Company’s custodian, in a
segregated account. In the event of the bankruptcy or insolvency of Northern Trust the Company’s rights with respect to the
securities held by the custodian may be delayed or limited. The Secretaries and the Depositary monitor the Company’s risk by
reviewing Northern Trust’s credit ratings and their internal control report. Cash at bank is held with reputable banks with
acceptable external credit ratings. Outstanding investment income is reconciled to receipts on payment date.
The exposure to credit risk at the year-end comprises the following.
22001199
22002200
££’’000000
££’’000000
Investment income receivable 939 2,777
Cash at bank 2,963 187
Total 3,902 2,964
(iv) Market price risk
The Company’s investment portfolio is exposed to market price fluctuations, which are monitored by the investment managers
in pursuance of the investment objective. Further information on the investment portfolio is set out in the Managers’ Report
on pages 9 to 16. It is not the Managers’ policy to use derivatives or hedging instruments to manage market price risk.
If the investment portfolio valuation fell by 10% at 31 December 2020, the impact on the profit or loss and therefore
Shareholders’ funds would have been negative £121.8m (2019: negative £141.7m). If the investment portfolio valuation rose
by 10% at 31 December 2020, the impact on the profit or loss and therefore Shareholders’ funds would have been positive
£121.8m (2019: positive £141.7m). The calculations are based on the portfolio valuation as at the respective balance sheet
dates, are not representative of the year as a whole and assume all other variables remain constant. The level of change is
considered to be a reasonable illustration based on historic stockmarket volatility.
As at 31 December 2020, all of the Company’s financial instruments (excluding loans) were included in the balance sheet at fair
value. The investment portfolio largely consisted of investments valued at their bid price, which represents fair value, with the
exception of two investments (2019: one). One investment has been fair valued at £nil and the other investment, suspended
from trading as at 31 December 2020, has been fair valued at its suspension price. Any cash balances, which are held in variable
rate bank accounts, can be withdrawn on demand with no penalty.
Maturity profile of the Company’s financial liabilities
As at 31 December 2020
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Liabilities:
Bank debt facility 35 – – 73,000 – 73,035
Unamortised costs on bank debt facility – – – (157) – (157)
Other creditors – 85 – – – 85
Total liabilities 35 85 – 72,843 – 72,963
Financial Report
Aberforth Smaller Companies Trust plc 55
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Notes to the Financial Statements
19 Financial instruments (continued)
As at 31 December 2019
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Liabilities:
Bank debt facility 67 – 13,750 – – 13,817
Unamortised costs on bank debt facility – – (29) – – (29)
Other creditors – 86 – – – 86
Total liabilities 67 86 13,721 – – 13,874
Cash flows payable under financial liabilities by remaining contractual maturities
As at 31 December 2020
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Bank debt facility – 189 580 74,119 – 74,888
Other creditors – 120 – – – 120
Total – 309 580 74,119 – 75,008
As at 31 December 2019
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Bank debt facility – 189 13,910 – – 14,098
Other creditors – 153 – – – 153
Total – 342 13,910 – – 14,251
Capital Management Policies and Procedures
The Company’s capital management objectives are to support the Company’s objective and to ensure that the Company will
be able to continue as a going concern.
This is achieved through the appropriate balance of equity capital and gearing. Further details can be found in the Strategic
Report. The Company does not have any externally imposed capital requirements other than the covenant on its bank debt
facility as set out in Note 13.
20 Related Party Transactions
Directors’ fees and their shareholdings are detailed in the Directors’ Remuneration Report on pages 35 and 36. There were no
matters requiring disclosure under s412 of the Companies Act 2006.
21 Contingencies, guarantees, financial commitments and contingent assets
The Company had no contingencies, guarantees or financial commitments as at 31 December 2020 (2019: nil).
22 Company information
Aberforth Smaller Companies Trust plc is a closed-ended investment company, registered in Scotland No SC126524, with its
Ordinary Shares listed on the London Stock Exchange. The address of the registered office is 14 Melville Street, Edinburgh,
EH3 7NS.
56 Financial Report
Aberforth Smaller Companies Trust plc
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Notice of the Annual General Meeting
Notice is hereby given that the thirtieth Annual General Meeting of Aberforth Smaller Companies Trust plc will be held at 14
Melville Street, Edinburgh on 2 March 2021 at 2.30 p.m. for the following purposes:
To consider and, if thought fit, pass the following Ordinary Resolutions:
1. That the Report and Financial Statements for the year ended 31 December 2020 be adopted.
2. That the Directors’ Remuneration Report for the year ended 31 December 2020 be approved.
3. That a final dividend of 22.90p per share be approved.
4. That Richard Davidson be re-elected as a Director.
5. That Julia Le Blan be re-elected as a Director.
6. That Paula Hay-Plumb be re-elected as a Director.
7. That Martin Warner be re-elected as a Director.
8. That Victoria Stewart be elected as a Director.
9. To re-appoint Deloitte LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual
General Meeting at which the Financial Statements are laid before the Company.
10. That the Audit Committee be authorised to determine the remuneration of the Independent Auditor for the year to
31 December 2021.
To consider and, if thought fit, pass the following Special Resolution:
11. That pursuant to and in accordance with its Articles of Association and in substitution for any existing authority, the
Company be and is hereby 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 1p each in the capital of the
Company (“Shares”), provided that:
(a) the maximum number of Shares hereby authorised to be purchased shall be 13,299,588 (or, if less, 14.99% of the
issued share capital of the Company on the date on which this resolution is passed);
(b) the minimum price which may be paid for a Share shall be 1p being the nominal value of a Share;
(c) the maximum price (exclusive of expenses) which may be paid for a Share shall be the higher of (i) 5% above the
average of the middle market quotations (as derived from the London Stock Exchange Daily Official List) for the
Shares for the five business days immediately preceding the date of purchase and (ii) the higher of the price of the
last independent trade and the highest current independent bid on the trading venue where the purchase is carried
out; and
(d) unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 31 July 2022 or, if
earlier, at the conclusion of the annual general meeting of the Company to be held in 2022, save that the Company
may, prior to such expiry, enter into a contract to purchase Shares under such authority which will or might be
executed wholly or partly after the expiry of such authority and may make a purchase of Shares pursuant to any
such contract.
By Order of the Board
Aberforth Partners LLP, Secretaries
29 January 2021
Aberforth Smaller Companies Trust plc 57
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Notice of the Annual General Meeting
1. Attending the Annual General Meeting in person and Voting
A member who is entitled to vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote on their behalf.
Such a proxy need not also be a member of the Company. Shareholders are encouraged to submit their votes by proxy in advance of
the meeting, owing to the restrictions caused by Covid-19 and Government guidance it is not possible for shareholders to attend in
person.
To be entitled to vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members
must be registered in the Company’s register of members at close of business on 26 February 2021 (or, if the Annual General
Meeting is adjourned, at close of business on the day two days (excluding non-working days) prior to the adjourned meeting).
Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to
vote at the Annual General Meeting.
2. Appointment of Proxy
A Form of Proxy for use by shareholders is enclosed. Given shareholders will not be able to attend the meeting in person,
shareholders are strongly encouraged to appoint the Chairman of the meeting as their proxy to vote on their behalf. To register
a vote electronically, log on to the Registrar’s web site at www.signalshares.com and follow the instructions on screen.
A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please
contact the Registrar of the Company. If a member submits more than one valid proxy appointment, the appointment received
last before the latest time for the receipt of proxies will take precedence.
To be valid the proxy form must be completed and lodged, together with the power of attorney or authority (if any) under which
it is signed, or a notarially certified copy of such power of authority, with the Registrar of the Company no later than 48 hours
(excluding non-working days) before the time set for the meeting, or any adjourned meeting.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for
the Annual General Meeting to be held on 2 March 2021 and any adjournment(s) thereof by using the procedures described in
the CREST Manual. The message must be transmitted so as to be received by the Company’s agent, Link Asset Services (CREST
Participant ID: RA10), no later than 48 hours before the time appointed for the meeting.
3. Questions and Answers
The Board continues to welcome questions from shareholders in respect of the AGM. However, it asks shareholders to please
submit any questions to the Board by email, to the following address enquiries@aberforth.co.uk before close of business on 26
February 2021. Pursuant to section 319A of the Companies Act 2006, the Company must provide an answer to any question that
is put by a member attending the AGM relating to the business being considered, except if a response would not be in the
interest of the Company or for the good order of the meeting or if to do so would involve the disclosure of confidential
information. The Company may, however, elect to provide an answer to a question, within a reasonable period of days after the
conclusion of the Annual General Meeting.
4. Total Voting Rights
As at 29 January 2021, the latest practicable date prior to publication of this document, the Company had 88,723,066 Ordinary
Shares in issue with a total of 88,723,066 voting rights.
5. Information on the Company’s website
In accordance with section 311A of the Companies Act 2006, this notice of meeting, details of the total number of shares in
respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any members’
statements, members’ resolutions or members’ matters of business received by the Company after the date of this notice will
be available on the Managers’ website www.aberforth.co.uk.
6. Nominated Persons
Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy
information rights (a Nominated Person) may, under an agreement between such person and the Shareholder nominating such
person, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a
Nominated Person has no such proxy appointment right or does not wish to exercise such right, the Nominated Person may,
under any such agreement, have a right to give instructions to the registered shareholder as to the exercise of voting rights.
7. Audit concerns
The members of the Company may require the Company (without payment) to publish, on the website, a statement (which is
also to be passed to the Auditor) setting out any matter relating to the audit of the Company’s accounts, including the Auditor’s
report and the conduct of the audit. The Company will be required to do so once it has received such requests from either
members representing at least 5% of the total voting rights of the Company or at least 100 members who have a relevant right
to vote and hold shares in the Company on which there has been paid up an average sum per member of at least £100. Such
requests must be made in writing and must state the member’s full name and address and be sent to the registered address of
the Company.
58
Aberforth Smaller Companies Trust plc
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Shareholder Information
Introduction
Aberforth Smaller Companies Trust plc is an Investment Trust whose shares are traded on the London Stock Exchange.
Shareholder register enquiries
All administrative enquiries relating to shareholders such as queries concerning holdings, dividend payments, notification of change
of address, loss of certificate or requests to be placed on a mailing list should be addressed to the Company’s Registrar. Contact details
are shown on the inside back cover.
Payment of dividends
To ensure that dividends are received as quickly as possible instruct the Company’s Registrar to pay them directly into a bank account;
tax vouchers are then mailed to shareholders separately. This method also avoids the risk of dividend cheques being delayed or lost
in the post. The Company also operates a Dividend Re-investment Plan to allow shareholders to use their cash dividends to buy shares
easily and at a low cost via the Company’s Registrar from whom the necessary forms are available.
Electronic Communications
Shareholders can choose to receive communications (including the Annual and Interim reports) from the Company in electronic
format. This method may be more convenient and secure for many Shareholders, reduces costs and has environmental benefits. To
use this service, Shareholders can register and provide their email address on the Registrar’s share portal at www.signalshares.com.
Thereafter, Shareholders will receive an email providing the website address link to the relevant document(s). After registering,
Shareholders will be able to request paper copies in the future.
Sources of further information
Shareholders can find up-to-date information on the Company on the Managers’ website at www.aberforth.co.uk. This includes items
such as the latest net asset value, share price and stock exchange announcements, as well as information relating to the portfolio,
management fee and dividend history. Other websites containing useful information on the Company include www.trustnet.com,
www.theaic.co.uk and www.ft.com. The prices of the Ordinary shares are also quoted daily in the Financial Times, The Times and The
Scotsman newspapers.
How to invest
The Company’s Ordinary Shares are traded on the London Stock Exchange. They can be bought or sold by placing an order with a
stockbroker, by asking a professional adviser to do so, or through most banks. The Company’s Managers, Aberforth Partners LLP, do
not offer any packaged products such as ISAs, Savings Schemes or Pension Plans.
Security Codes (Ordinary Shares)
SEDOL Bloomberg Reuters GIIN
Legal Entity Identifier
0006655
ASL LN ASL.L U6SSZS.99999.SL.826 213800GZ9WC73A92Q326
Continuation Vote
The Company has no fixed duration. However, in accordance with the Articles of Association, an ordinary resolution will be
proposed at the Annual General Meeting to be held in 2023 (and at every third subsequent Annual General Meeting) that the
Company continues to manage its affairs as an investment trust.
Retail Distribution/NMPI Status
The Company’s shares are intended for UK investors including retail
investors, professionally advised private clients and
institutional investors who are seeking exposure to smaller companies in the United Kingdom, and who understand and are willing
to accept the risks of exposure to equities.
The Company currently conducts its affairs, and intends to continue to conduct its affairs, so that its Ordinary Shares can be
recommended by Independent Financial Advisers (IFAs) to ordinary retail investors in accordance with the rules of the Financial
Conduct Authority (FCA) in relation to non-mainstream pooled investment (NMPI) products. The Company’s Ordinary Shares are
excluded from the FCA’s restrictions that apply to NMPI products because they are shares in an investment trust.
Please note that past performance is not a guide to the future. Your investment may be at risk as the value of investments may go
down as well as up and is not guaranteed. Therefore you may not get back the amount originally invested.
Individual Savings Accounts (ISA) Status
The Company’s Ordinary Shares are eligible for inclusion in the “Stocks and Shares” component of an ISA.
AIC
The Company is a member of The Association of Investment Companies, which produces a detailed Monthly Information Service on
the majority of investment trusts. This can be obtained by contacting The Association of Investment Companies, 9th Floor, 24 Chiswell
Street, London EC1Y 4YY; Website: www.theaic.co.uk; Tel: 020 7282-5555.
Aberforth Smaller Companies Trust plc 59
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Shareholder Information
Financial Calendar
Dividends in respect of the year ended 31 December 2020
Interim Final
Rate per Share: 10.40p 22.90p
Ex Dividend: 6 August 2020 11 February 2021
Record date: 7 August 2020 12 February 2021
Pay date: 28 August 2020 9 March 2021
Half Yearly Report Published late July
Annual Report and Financial Statements Published late January/early February
Annual General Meeting 2 March 2021
Publication of Net Asset Values Daily (via the Managers’ website)
Alternative Investment Fund Managers Directive (AIFMD)
The Company has appointed Aberforth Partners LLP as its alternative investment fund manager (AIFM). In accordance with the AIFMD,
information in relation to the Company’s leverage is required to be made available to Shareholders. The Company’s maximum and
actual leverage levels as at 31 December 2020 are shown below. There have been no changes to, or breaches of the maximum level of
leverage employed by the Company.
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Furthermore, in accordance with the Directive, the AIFM’s remuneration policy and the numerical disclosures in respect of the AIFM’s
relevant reporting period (year ended 30 April 2020) are available on request from Aberforth Partners.
Automatic Exchange of Information
The OECD Common Reporting Standard for Automatic Exchange of Financial Account information (‘Common Reporting Standard’)
requires investment trust companies to provide personal information to HMRC on certain investors who purchase shares in
investment trusts. Accordingly Aberforth Smaller Companies Trust plc will have to provide information annually to the local tax
authority on the tax residencies of a number of non-UK based certificated shareholders and corporate entities.
All new shareholders, excluding those whose shares are held in CREST, who come on to the share register will be sent a certification
form for the purposes of collecting this information.
For further information, please see HMRC’s Quick Guide: Automatic ExExE change ofofo Infnfn ofof rmation – infnfn ofof rmation fofof r account holdersrsr
https://www.gov.uk/government/publications/exchange-of-information-account-holders.
Beware of Share Fraud
Investment scams are designed to look like genuine investment opportunities. You might have been contacted by fraudsters if you
have been contacted out of the blue, promised tempting returns and told the investment is safe, called repeatedly or told the offer
is only available for a limited time. Shareholders may receive unsolicited phone calls or correspondence concerning investment
matters that imply a connection to the Company. These may be from overseas based ‘brokers’ who target UK shareholders offering
to sell them what often turn out to be worthless or high risk shares. Shareholders may also be advised that there is an imminent
offer for the Company, and the caller may offer to buy shares at significantly above the market price if an administration fee is paid.
Shareholders should treat all such approaches with caution.
You can find more information about investment scams at the Financial Conduct Authority (FCA) website:
www.fca.org.uk/consumers/protect-yourself-scams. You can also call the FCA Consumer Helpline on 0800 111 6768.
60
Aberforth Smaller Companies Trust plc
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Shareholder Information
Glossary of UK GAAP Measures
Net Asset Value, also described as Shareholders’ Funds, is the value of total assets less all liabilities. The Net Asset Value,
or NAVAVA , per Ordinary Share is calculated by dividing this amount by the total number of Ordinary Shares in issue.
Gearing represents the amount by which total investments exceed Shareholders’ Funds, expressed as a percentage of
Shareholders’ Funds. If stockmarkets rise, gearing can increase the Company’s returns, but, if they fall, losses will be
greater. If the amount calculated is a negative percentage then total investments are less than Shareholders’ Funds.
Glossary of Alternative Performance Measures
Active share ratio is calculated by summing the absolute differences between a portfolio’s weight in a stock and an
index’s weight in a stock for all the stocks in the portfolio or index. The total is then divided by two to give a ratio
between 0% and 100%. Active Share is addressed in “How Active Is Your Fund Manager?” (Antti Petajisto and Martijn
Cremers, Yale School of Management, 2009).
Benchmark Total Return is the return on the benchmark, on a closing market price basis, assuming that all dividends
received were reinvested into the shares of the underlying companies at the time their shares were quoted ex dividend.
Further information on the Company’s benchmark, the Numis Smaller Companies Index (excluding Investment
Companies), can be found on page 4.
Discount is the amount by which the stockmarket price per Ordinary Share is lower than the Net Asset Value, or NAVAVA ,
per Ordinary Share. The discount is normally expressed as a percentage of the NAVAVA per Ordinary Share. The opposite of
a discount is a premium.
Dividend Reinvestment Factor is calculated on the assumption that dividends paid by the Company were reinvested into
Ordinary Shares of the Company at the NAVAVA per Ordinary Share or share price, as appropriate, on the day the Ordinary
Shares were quoted ex dividend.
Leverage, for the purposes of the AIFM Directive,
is any method which increases the Company’s exposure to
stockmarkets whether through borrowings, derivatives or any other means. It is expressed as a ratio of the Company’s
exposure to its NAVAVA . In summary, the gross method measures the Company’s exposure before applying hedging or
netting arrangements. The commitment method allows certain hedging or netting arrangements to be offset. The
Company has no hedging or netting arrangements.
Net Asset Value Total Return represents the theoretical return on NAVAVA per Ordinary Share, assuming that dividends paid
to shareholders were reinvested at the NAVAVA per Ordinary Share at the close of business on the day the shares were
quoted ex dividend (see note 16 on page 53).
Ongoing Charges represent the total cost of investment management fees and other operating expenses of £7,977,000
(2019: £9,567,000), as disclosed in the Income Statement, as a percentage of the average published net asset value
£984,116,000 (2019: £1,244,624,000) over the period, and are calculated in accordance with the guidelines issued by the
AIC.
Portfolio Turnover is calculated by summing the lesser of purchases and sales over a one year period divided by the
average portfolio value for that period.
Share Price Total Return represents the theoretical return to a shareholder, on a closing market price basis, assuming
that all dividends received were reinvested, without transaction costs, into the Ordinary Shares of the Company at the
close of business on the day the shares were quoted ex dividend. The share price as at 31 December 2020 was 1,248.00p
(2019: 1,540.00p) and dividends, which went ex dividend during the year (see note 8 on page 51) were 36.4p (2019:
38.5p). The dividend reinvestment factor was 1.030776 (2019: 1.032754). The share price total return was therefore
-16.5% (2019: +39.8%), being the percentage derived from the closing share price,
adjusted by the dividend
reinvestment factor, divided by the closing share price at the previous year end.
Aberforth Smaller Companies Trust plc 61
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Corporate Information
Directors
Richard Davidson (Chairman)
Paula Hay-Plumb
Julia Le Blan
Richard Rae
Victoria Stewart
Martin Warner
Managers and Secretaries
Aberforth Partners LLP
14 Melville Street
Edinburgh EH3 7NS
Tel: 0131 220 0733
enquiries@aberforth.co.uk
www.aberforth.co.uk
Registered Office and Company Number
14 Melville Street
Edinburgh EH3 7NS
Registered in Scotland No. SC 126524
Registrar
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
BR3 4TU
Shareholder enquiries:
Tel: 0871 664 0300
(Calls cost 12p per minute plus network extras)
enquiries@linkgroup.co.uk
www.linkassetservices.com
Share Portal:
www.signalshares.com
Solicitors and Sponsors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh EH2 4DF
Bankers
The Royal Bank of Scotland International Limited
280 Bishopsgate
London EC2M 4RB
Custodian
The Northern Trust Company
50 Bank Street
Canary Wharf
London E14 5NT
Independent Auditor
Deloitte LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2DB
Depositary
NatWest Trustee & Depositary Services Limited
House A, Floor 0
Gogarburn
175 Glasgow Road
Edinburgh
EH12 1HQ
J. Thomson Colour Printers
Aberforth Smaller Companies Trust plc
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