2024
Contents
Investment Objective and Policy
1
Directors of the Company
2
Strategic Report including:
Chair’s Statement and Business Review
4
Fund Manager’s Review
7
Investment and Portfolio Analysis 11
Portfolio Breakdown by Sector and by Index 12
Section 172(1) Statement
13
Other Statutory Information
14
Corporate Governance Statement
16
Report of the Directors
20
Statement of Directors’ responsibilities
23
Directors’ Remuneration Report
24
Independent Auditor’s Report
27
Income Statement
32
Statement of Financial Position
33
Statement of Changes in Equity
34
Statement of Cash Flows
35
Notes to the Financial Statements
36
Officers and Financial Advisers
41
Annual Report for the year ended
31 December 2024
Company number
02933559
Athelney Trust
Waterside Court, Falmouth Road
Penryn, Cornwall TR10 8AW
1 | Athelney Trust plc | Annual Report 2024
Investment Objective
The investment objective of the Trust is to provide long-term growth in dividends and
capital, with the risks inherent in small cap investment minimised through a spread of
holdings in quality small cap companies that operate in various industries and sectors. The
Fund Manager also considers that it is important to maintain a progressive dividend record.
Investment Policy
The assets of the Trust are allocated predominantly to companies with either a full
listing on the London Stock Exchange or a trading facility on AIM or AQSE. The assets
of the Trust have been allocated in two main ways: first, to the shares of those
companies which have grown steadily over the years in terms of profits and dividends
but, despite this progress are undervalued by the market when compared to future
earnings and dividends; second, those companies whose shares are undervalued by
the market when compared with the value of land, buildings, other assets or cash on
their balance sheet.
2 | Athelney Trust plc | Annual Report 2024
Directors of the Company
Frank Ashton
Non-Executive Chair
Frank Ashton, aged 63, is a highly experienced senior manager and
independent management consultant. After leaving Cambridge
University with a Natural Sciences degree (Metallurgy & Materials
Science), he spent much of his career providing independent
management advice to companies in a wide variety of sectors. With
15 years spent at PricewaterhouseCoopers and KPMG (Operational
Due Diligence) and 5 years working in Strategy and M&A for
Cummins Inc, he has a proven track record in shareholder value
creation and governance, in providing strategic and operational
advice to both public and private companies in Europe and USA, as
well as working at a policy level for Government entities.
Dr Emmanuel Clive Pohl AM
Managing Director
Manny Pohl, aged 71, is the Chair and CIO of investment house EC
Pohl & Co which he founded in June 2012 and has led through its
evolution into today’s independent, highly acclaimed Australian
fund manager. Manny holds engineering and MBA degrees from
the University of Witwatersrand and a doctorate in Business
Administration (Economics) from Potchefstroom University.
Manny has over 30 years of investment experience, initially as
head of research for leading South African broking firm, Davis
Borkum Hare, followed by Westpac Investment Management in
Australia after he emigrated to Australia in 1994. Manny founded
Hyperion Asset Management in 1996 and left in 2012. He has
served on the Boards of several major corporations in his native
South Africa, the UK and his adopted home Australia. In 2019
Manny was recognised in the Queen’s Birthday honours list for
significant service to the finance sector, and to the community.
3 | Athelney Trust plc | Annual Report 2024
Directors of the Company
Continued
Simon Moore
Non-executive Director
Simon Moore, aged 64, is a consultant Senior Investment
Analyst. He has been an investment trust analyst since 1994 and
has worked with several stockbrokers in the City of London
including Williams de Broe, Teather & Greenwood and Collins
Stewart. He was also Senior Investment Manager at Seven
Investment Management and Head of Research at Tilney
Bestinvest, Senior Investment Analyst at EQ Investors. Simon
has been a long-standing member of two important committees
at the Association of Investment Companies: the Statistics
Committee and the Property and Infrastructure Forum. In 2013
and 2014 Simon was chosen as one of the Citywire Wealth
Manager Top 100 most influential people in UK private client
fund selection. Simon is a scientist by training and has worked
at two start up UK biotechnology companies, before passing on
his knowledge and passion as a science tutor for the Open
University. He has a Biochemistry BSc from Imperial College, and
an MSc in Computer Modelling of molecules from Birkbeck
College.
Jason Pohl
Alternate Director
Jason Pohl, aged 35, has ten years of professional experience in
fundamental bottom-up investment research at ECP Asset
Management Pty Ltd.
Originally pursuing a legal career, Jason spent his initial stages of
his professional career working for Ashurst (previously Blake
Dawson) before being admitted as a Legal Practitioner in the
NSW Supreme Court. Jason has a B.Com, LLB, and an MBA from
Bond University.
During 2023 he was appointed as a Director of Global Masters
Fund Limited, a company listed on the Australian Securities
Exchange.
4 | Athelney Trust plc | Annual Report 2024
Strategic Report
Chair’s Statement and Business Review
Dear Shareholder
I am pleased to present the Annual Financial Report for the year to 31
December 2024.
The Strategic Report section of this Annual Report has been prepared to
help all Shareholders understand the drivers of performance in the past
year, how the Company operates and to assess its performance.
Financial Summary and Overview
The key performance indicators are as follows:
Year ended
31 December
2024
Year ended
31 December
2023
%
Change
NAV total return
(10.4%)
(4.4)%
n/a
Revenue return per ordinary
share
7.4p
7.7p
(3.8%)
Total return per share
(13.1)p
(0.6)p
n/a
Share price
175.0p
185.0p
(5.4%)
Net asset value per ordinary
share
186.1p
209.1p
(11.0%)
Discount to NAV per ordinary
share
5.9%
11.5%
n/a
Cumulative value of
shareholder investment
(net asset value plus
cumulative dividends
per ordinary share)
196p
218.8p
(10.4%)
Shareholders’ funds
£4.015m
£4.512m
(11.0%)
•
The Trust’s Investment performance over 12 months as measured by
NAV total return, which is the change in NAV plus the dividend paid,
was minus 10.4% (2023: minus 4.4%).
•
The interim dividend of 2.3p per share was paid on 27 September
2024.
•
Your Board recommends a final dividend of 7.6p per share increasing
a total dividend payable for the year to 9.9p (2023: 9.8p) an increase
of 1%.
•
This is the 22nd successive year of progressive dividends and
importantly returns the Trust to the “Dividend Heroes” list
maintained by the AIC, a list of investment companies that have
consistently increased their dividends for 20 or more years in a row.
Performance
A review of 2024 for UK equity markets suggests a year of
underperformance, for a number of reasons, explained below.
Your company’s performance for the year was also negative as
measured by NAV Total Return (10.4%), and it also underperformed
compared to AIM (-5.7%) and FTSE 250 (4.7%) indices. Much of this can
be attributed to the selling of Close Brothers at a loss, and the poor
performance of Impax Asset Management, Fevertree and YouGov,
covered in the Half Yearly Financial Report (30 June 2024).
As further explanation, in 2024 the UK equities market underperformed
relative to the US and other global markets due to a combination of
factors spanning economic, market dynamics and investor sentiment
dimensions.
On Discount to NAV, the share price performed a little better
than most over the year, ending at 10.5% compared to the AIC
UK Smaller Company sector average of 12.2%. At the time of
writing on 6 March 2025 this has improved to 3.1% compared
to the sub sector average of 12.3%.
Economic Factors
The UK's economic landscape in 2024 was marked by modest
growth, with the economy expanding gently after a negative
second half in 2023. Key drivers included real wage growth and
sustained full employment. Notably, the UK was the only
European country exhibiting a positive outlook across services,
manufacturing, and construction sectors.
Despite these positive indicators, the UK faced challenges such as
heightened competition in the domestic market and the ongoing
cost of living crisis, and uncertainty and delay produced by the
general election, which adversely affected consumer cyclical
stocks.
The optimism for clarity and momentum created by the new
Labour landslide majority was dented by the following weeks of
relatively gloomy ministerial analysis, ending in an Autumn
Budget that handicapped private sector aspirations, with National
Insurance, minimum wage and Inheritance Tax rises. Since then,
evidence from KPMG and other surveys shows that recruitment
has reduced as employers are more reluctant to take on new
staff.
A large increase in government borrowing and shaving of the
expected headroom to one third of the usual, announced at that
Budget, translated to the UK being the most vulnerable of G7
countries to the increased interest costs driven by rapidly rising
gilt yields during December for US, Germany and UK. The new
Chancellor’s position was not helped by the poor reception from
economists and business leaders of the ‘anti-growth’ Budget
implications. In the background, UK actual growth was anaemic
at 0.1% in November, half the rate expected. Reeves’ options are
now currently being squeezed, along with her fiscal headroom.
Geopolitical turmoil generated by continuing wars in 2024, and
uncertainty about global economic pressures after US President
Elect Trump’s appetite to apply tariffs, both contributed to delays
in investment decisions, layoffs or reduction of expansion plans
at the end of 2024.
Market Dynamics and Investor Sentiment factors
Over the past decade, the UK's share of the global equity market
has diminished, decreasing from 8.7% in 2010 to 3.7% in 2024.
This decline reflects the superior performance of the US
economy, a higher volume of IPOs, and substantial returns from
US stocks.
The AIM underperformance continues, however there are still
good potential opportunities for large gains, even taking into
account the negative (but better than expected) impact of the
October Budget’s reduction of IHT relief.
5 | Athelney Trust plc | Annual Report 2024
Strategic Report
Chair’s Statement and Business Review Continued
The UK's primary stock index increased by approximately 20% from
2015 to October 2024, whereas the major US index grew by more than
250% during the same period. This disparity underscores the
challenges facing UK capital markets, including low liquidity,
diminished investor confidence, and a shrinking pool of capital.
However, there are signs that investors are increasingly questioning
the ability of US stocks to continue on the same trajectory, and also
proving more nervous at potential threats like AI from China’s
DeepSeek. In January President Trump called the release of its R1
model, cheaper to develop and using less memory than the West’s
OpenAI model ChatGPT, a ‘wake-up call’ for US companies.
Investor sentiment over 2024 favoured US and European stocks over
UK equities. Global fund managers have reduced their overweight
positions in US stocks from 36% to 19%, while increasing their
allocations to European stocks. This shift indicates a growing
preference for areas perceived to offer better value, further
contributing to the underperformance of UK equities.
The decline of active equity funds in the UK has also impacted the
Initial Public Offering (IPO) market. Since 2016, £150 billion has flowed
out of active funds due to disappointing performance, high fees, and a
shift towards passive funds and alternative assets. This trend has
starved active managers of funds, affecting their ability to participate
in IPOs and contributing to a weak IPO market.
High potential – UK small cap equities remain undervalued
We remain confident of and committed to our value-based principles,
despite the different headwinds nationally and internationally,
discussed above. We believe small cap stocks remain cheap now
compared to large cap as well as for their long term performance.
Recent analysis1 shows that average outperformance of smaller
companies over large caps over the past 5 cycles has been in excess of
50%. Therefore despite being out of favour currently, there remains
high potential for rapid and significant small cap recovery.
Dividend and Earnings
The company’s total revenue earned from its portfolio in 2024
dropped 7.5% to £202,843 from £219,366 in the previous year. Our
earnings per share fell 3.8% to 7.4p (2023: 7.7p).
Excluding one-off special dividends, UK dividends fell year on year to
£86.4bn (-0.4%) in 2024, however the UK market continues to deliver
better dividend yield than any other major market – the FTSE Small
Cap had a yield of 4.2% and FTSE All Share 3.5% (next best was Japan
at 2.3%).
The board is pleased to recommend a maintained final dividend of
7.6p which, subject to shareholder approval at the AGM, will be paid
on 15 May 2025 to those shareholders on the register at 11 April 2025.
Once added to the interim dividend, this brings the full dividend for
2024 to 9.9p a 1.0% increase on 2023.
Board and Company Developments
The Board places significant importance on corporate governance
and compliance with the AIC and UK Corporate Governance
Codes. Full details are set out in the Corporate Governance
section on pages 16 to 19.
We note the Financial Conduct Authority’s Policy Statement
PS22/3 of April 2022 to comply or explain in relation to board
diversity and inclusion, with changes to the Listing Rules
commencing in 2023 for the Trust. As a small, low-cost fund, your
Board continues to assess how best to structure and plan for a
board that meets shareholder and regulatory needs, has
continuity, stability and reflects prudent management of costs.
In terms of controllable costs, I confirm a continued freeze on the
non-executive director’s fee (£10,500) with no premium for Chair
positions, which is comparable to the NED fee of other, similarly
sized funds.
Our Ongoing Charges Figure (OCF), calculated using the AIC
recommended Ongoing Charges methodology, taking annualised
costs that would reasonably be incurred if there was no trading
of the investee shares, divided by the average of published
monthly NAV is 3.13% (2023: 3.84%).
The decrease is due to the decrease in auditor fees from the
previous year resulting in a net decrease of £11k in Ongoing
Charges in 2024 compared to 2023. While we remain a small fund,
reducing the OCF will continue to be a challenge, however every
effort is made to do this, while applying appropriate time and
resources to growth and good governance.
As we continue to explore ways to grow the fund, the Company is
now using the specialist marketing services of Colchester-based
Equity Development Ltd. We look forward to the impact this will
make in the coming year and continue to take opportunities for
the Fund Manager to explain the investment approach, including
use of Goodacre Events such as the UK Smaller Companies
Conferences which can be joined online.
I am disappointed to report the sudden resignation of Moore
Kingston Smith LLP (MKS) as our auditor on 6 August 2024
because, as it explained in its resignation letter, “the Company's
audit partner is shortly to depart MKS. As a result our firm has
reduced its capacity to complete audits for Public Interest Entities
and in order to maintain the quality of the audit services that we
provide, we have determined that it is necessary for us to resign
from the office of auditor. There are no circumstances connected
with our ceasing to hold office as auditor which we consider
should be brought to the attention of the company’s members or
creditors.”
1. Simon Thompson interview “The scene is set for a UK Small Cap recovery “, Investors Chronical, 19 Dec 2024
6 | Athelney Trust plc | Annual Report 2024
Strategic Report
Chair’s Statement and Business Review Continued
We are delighted to report that after an appropriate, competitive
tender process to review a number of alternative auditors, the Board
has accepted the recommendation of the Audit Committee and
appointed Beever and Struthers as auditor for this financial year on 10
October 2024.
Through no fault of the Company, two auditors have now
resigned with no notice in less than 12 months.
We suggest this is further evidence that audit reforms, though well-
intentioned by the FRC, were launched into a sector unprepared for
the sudden pressures on audit firm costs, approved individuals and
general resources capable of sustainably and reliably delivering PIE
audits.
Environmental, Human Rights, Employee, Social
and Community Issues
The Board consists entirely of two Non-Executive Directors and one
Managing Director who was the sole employee. The Company has no
direct impact on the community or the environment, and as such has
no environmental, human rights, social or community policies. In
carrying out its investment activities and in relationships with
suppliers, the Company aims to conduct itself responsibly, ethically
and fairly.
Environmental, Social and Governance factors are considered as part
of the commercial evaluation of investee companies.
Annual General Meeting (AGM)
We are pleased to invite shareholders to our AGM at the offices of
Druces LLP, Salisbury House, London Wall, London EC2M 5PS on 23
April 2025 at 12.00 noon.
There will be an opportunity to ask questions during the AGM and also
afterwards in a less formal environment.
We encourage all shareholders to vote on the resolutions, all of which
the board endorses ahead of the deadline at 12 noon on 17 April 2025.
Details on how to vote at the AGM, and its resolutions are in the
Notice of AGM, which is delivered with this Annual Report. Further
copies are available on our website, or from the Company Secretary.
An Independent Board
The Directors in place at the time of signing these accounts are:
• Myself, Frank Ashton – Non-Executive Chair
• Simon Moore – Non-Executive Director, Chair of Audit Committee,
Chair of Remuneration Committee
• Dr Manny Pohl – Managing Director
• Jason Pohl – Alternate for Dr Manny Pohl
We currently have three directors who together make up an
independent Board under the AIC Code of Corporate Governance
2022.
Capital Gains
During the year the Company realised capital profits before
expenses arising on the sale of investments in the sum of
£49,006 (2023: £50,853).
Portfolio Review
Additional Holdings Purchased
Additional and new holdings of AJ Bell, Alpha Group, Auto Trader,
Begbies Traynor, Liontrust Asset Management, National Grid, NWF
Group, Paypoint, Raspberry Pi, RELX and Wise were acquired.
Holdings Sold or Trimmed
4Imprint, Cerillion, Clarke T, Close Brothers, Games Workshop,
Gamma, LondonMetric Property. Rightmove, Spirax Engineering,
Target Healthcare and XP Power.
Outlook
After a brighter start, this has proved to be a further largely challenging
year for the Investment Trust sector in the UK. Some of the optimism
and expectation felt at the half year, did not translate into material
gains by the year end. Inflation, elections and eventually rate cuts
were filling 2024’s headlines.
Although since mid-January 2025 we now have a returning US
President in Donald Trump and a ceasefire between Israel and Hamas
in Gaza, there are remaining uncertainties and some expectations. For
example, trade tariffs are likely to harm global growth, be inflationary
and may cause recession in some countries. Meanwhile there are
increasing fiscal challenges in the UK, given the declining growth
forecasts from commentators and the Chancellor’s rules.
We are delighted now to be using the very attractive option of moving
to fund management fees that are only driven by performance
against shareholder returns (in cash terms), underpinned by the
external fund management of EC Pohl and Company. External
management is the chosen fund management model for the large
majority of investment trusts. We thank Dr Pohl for his years of
service as internal Fund Manager and welcome the new environment
which your board believes will translate into lower OCF and
strong performance as a result of a mandate executed by EC Pohl and
Company. This is a top-rated Australian investment firm with total
funds under management as at December 2024 exceeding
Aus$3,000m. Overall this adjusts the balance of performance and cost
for shareholders, against a backdrop of continuing market headwinds
for the UK Investment Trust sector, and sets up the Company for a
successful and stable future.
Thank you for your continued support; we hope to see you in person
at the AGM.
Frank Ashton
Non-Executive Chair
11 March 2025
7 | Athelney Trust plc | Annual Report 2024
Strategic Report
Fund Manager’s Review
Reflecting on 2024
As we close the chapter on 2024, it was a year marked by significant
global economic shifts, geopolitical complexity, and technological
advancements. For many, the rise of artificial intelligence, easing
inflation, and the political ramifications of the U.S. elections
underscored the year’s challenges and opportunities. These themes
not only tested global markets but also demonstrated the critical
importance of strategic clarity and disciplined execution.
The attached chart of the FTSE 250 Index provides an overview of
the events that have shaped the market over the past twelve
months.
Chart 1: FTSE 250 Index
Last year the London Stock Exchange saw the largest outflow of
companies since the global financial crisis. A number of these firms
said declining liquidity and lower valuations were key reasons for
moving away from London, particularly to the US which offers more
capital and trading activity and as investors have switched to passive,
or tracker, funds that track the main market moves, and as pension
funds have ignored smaller companies. This was particularly evident
in the Alternative Investment Market (AIM) which declined
materially relative to the blue-chip FTSE 100 index since Labour’s
election win on 4 July and has shrunk to its smallest size in 23 years
as business owners and investors anticipated an abolition of
inheritance tax relief in the budget. Twenty-six companies have
delisted from AIM since the general election in July, taking the total
below 700 for first time since 2001.
The attraction of AIM companies is their potential to grow faster
than their main market counterparts and now that the government
has made the tax position clear, we expect the share price for these
companies to better reflect their potential. However, many of the
companies on AIM do still lack liquidity which can lead to short-term
price volatility.
For the broader market, ongoing geopolitical instability, slow
economic growth and a diminished appetite for UK equities among
pension funds have impacted valuations and liquidity and UK
equities have remained out of favour.
These factors have all had an impact on our portfolio which has
performed as shown in Table 1, outperforming the AIM index and
underperforming the FTSE Small Company Index.
Table 1: Performance Metrics
Compound Growth Rate
1 Year
2 Years
3 Years
5 Years
10 Years
ATY Portfolio*
-2.7%
0.3%
-8.9%
0.3%
n.a.
ATY NAV (excluding dividends)
-11.0%
-7.9%
-15.7%
-7.0%
-2.0%
AIM All Share
-5.7%
-7.0%
-16.1%
-5.6%
0.2%
FTSE Small Cap
6.5%
4.7%
-2.8%
2.8%
4.6%
FTSE 250
4.7%
4.6%
-4.2%
-1.2%
2.5%
FTSE 100
5.7%
4.7%
3.4%
1.6%
2.2%
* Portfolio performance is time weighted, before management fees, expenses and dividends and is only available from when Dr Manny Pohl
AM commenced managing the portfolio.
8 | Athelney Trust plc | Annual Report 2024
Strategic Report
Fund Manager’s Review
Continued
The Athelney NAV has been negatively impacted by rising costs, predominantly audit fees and our large dividend payout (DY:5.4%) as compared
to the FTSE250 (DY:3.3%) in particular.
Chart 2: Contributions to NAV in the period 1 January 2024 to 31 December 2024
As we reflect on the year, the IMF’s recent statement on global
growth challenges has proven particularly relevant. Ageing
populations, insufficient investment, and stagnant productivity gains
have emerged as significant barriers to sustained growth. Against
this backdrop, investor attention converged on three critical themes:
1.
The enduring impact and growth potential of the AI
revolution.
2.
Disinflation trends and their influence on central bank rate
policies.
3.
The economic and geopolitical effects of President
Trump’s return to office.
Companies using AI reported tangible returns on investment,
leveraging AI to enhance efficiency and strengthen their competitive
advantage. From customer service innovations to proprietary
machine learning models, AI has become a transformative force,
underscoring a structural economic shift. Moreover, hyperscale
cloud providers like Microsoft (NASDAQ: MSFT) have heavily
invested in AI infrastructure, further driving adoption. While AI
offers significant operational benefits, questions about its long-term
scalability and broader impact continue to shape the conversation.
Disinflation has defined 2024. Easing inflationary pressures have
fuelled optimism for potential central bank rate cuts to stimulate
growth. While this trend offers relief, underlying risks in energy
markets and persisting geopolitical tensions are keeping investors
cautious. Lastly, President Trump's return to power has reshaped the
political landscape, reigniting debates on globalization and market
dynamics with promises of protectionist trade policies and fiscal
reforms.
Amidst this backdrop, we have remained true to our process -
focusing on the stocks in our portfolio rather than attempting to
predict macroeconomic trends and industry responses. Our focus
has been to maintain our large exposure to Property Trusts and
higher dividend yielding businesses in recognition of the need to
maintain the dividend paid to Shareholders within a growth style
portfolio.
During the year, Rightmove (LSE: RMV) was approached by the
Australian-listed company REA Group (ASX: REA) with a £6bn ‘Cash
and REA Share’ offer, which was ultimately rejected after the fourth
attempt. This followed another development in our portfolio:
TClarke Plc was successfully acquired by Regent Acquisitions in April
2024.
We exited our positions in Close Brothers, LondonMetric Property,
Spirax Sarco, TClarke, and XP Power during the year. The proceeds
from these sales were reallocated to strengthen our existing
holdings and initiate new positions in companies we believe are well-
positioned to expand their economic footprint and generate
sustainable growth for the portfolio over the long term.
209.1
186.1
-14.4
9.4
-9.9
0.0
-6.5
-1.6
0.0
50.0
100.0
150.0
200.0
250.0
NAV 2023
Investment
Performance
Investment
Income
Dividend
Paid
Management
Fee
Tax
Operating
Expenses
NAV 2024
(+21.05)
(+21.05)
(+21.05)
(+21.05)
(+21.05)
(+21.05)
9 | Athelney Trust plc | Annual Report 2024
Strategic Report
Fund Manager’s Review
Continued
We increased our exposure to Alpha Group, Begbies Traynor,
Liontrust Asset Management, National Grid, NWF Group, and
PayPoint while trimming our holdings in Cerillion, Four Imprint,
Games Workshop, Gamma Communications, and RightMove.
In the past twelve months we added five new names to the portfolio:
AJ Bell (LSE: AJB)
AJ Bell is one of the largest and most well-regarded UK-based
investment platforms, offering pension, ISA, and investment account
services. With a low-cost, user-friendly approach, it attracts retail
investors and financial advisers. It has achieved strong growth in
assets under administration and has a scalable business model,
positioning AJ Bell to benefit from increasing demand for digital
wealth management solutions.
Auto Trader (LSE: AUTO)
Auto Trader plc is the UK’s leading digital automotive marketplace,
connecting buyers and sellers of vehicles. Its subscription-based
model ensures recurring revenue, supported by strong market share
and data-driven insights. Continuous platform enhancements and
digital advertising growth, position Auto Trader well to grow its
economic footprint and capitalize on the ongoing shift toward online
car sales.
Raspberry Pi (LSE: RPI)
Raspberry Pi is a high-growth, high-margin, founder-led tech
company dedicated to revolutionising the accessibility and
affordability of computing and digital education in a traditional
computing market characterised by high barriers to entry, expensive
hardware and software costs. Raspberry Pi disrupts this paradigm by
offering compact, versatile, and powerful computing devices at a
fraction of the cost and adds to our expanding suite of quality growth
companies.
RELX (LSE: REL)
RELX plc is a global leader in information and analytics, operating
across Scientific, Risk, Legal, and Exhibitions sectors. With a
subscription-driven revenue model, it offers stable growth and
recurring income. Significant investments in AI and data innovation
position RELX to capitalize on rising demand for analytics and
decision-making tools.
Wise (LSE: WISE)
Wise is a high-growth, high-margin, founder-led tech business
focused on reducing the cost of cross-border money movement in
an extremely inefficient legacy banking network. The intermediary-
heavy nature of this network creates pressure to keep fees high, as
does banks’ short-term profit motive to continue earning the highly
profitable income stream from the cross-border transactions. With
strong customer growth, increasing transaction volumes, and a
scalable business model, Wise is well-positioned to benefit from the
ongoing shift toward digital financial services and international
money transfers.
Looking ahead
For investors looking ahead, the three key themes of 2024 remain
relevant, but their secondary effects deserve attention:
•
AI Boom and Energy Demand: The increasing demand for
energy-intensive computing power may lead to power
bottlenecks, potentially sparking a new energy capex
boom.
•
Inflationary Pressures: Emerging energy shortages could
add to global inflationary pressures, compounded by
proposed U.S. import tariffs and potential trade frictions.
•
Central Bank Policies: It may be premature to declare
victory over inflation or assume central banks will follow
the projected rate-cut cycle.
As we embrace the opportunities of this AI-driven era, our focus
remains on thoroughly evaluating the business models, financial
strength, and growth strategies of potential investments with care,
diligence, and commitment. This rigorous approach enables us to
identify high-quality growth stocks that are well-positioned for long-
term success. Key to their sustained performance is their agility in
seizing emerging opportunities and effectively leveraging AI to
navigate market trends and meet evolving demands.
Companies with a sustainable competitive advantage are
particularly well-equipped to capitalize on the economic potential of
AI to withstand inflationary pressures and interest rate moves. Their
resilience to market disruptions such as business model shifts or
price-based competition and the significant barriers to entry for
competitors lacking equivalent data assets position them to not only
capture but retain the economic benefits of AI, ensuring enduring
value creation for investors.
For us, having a stock-specific approach is central to our philosophy,
driven by the belief that the economics of a business underpin long-
term investment returns. Our rigorous research process evaluates
industry dynamics, financial stability, and management capability,
ensuring
our
portfolio
comprises
businesses
resilient
to
macroeconomic challenges while positioned to seize growth
opportunities. By leveraging our proprietary 'Pillars of a Quality
Franchise' framework, we do believe we are able to deliver
sustainable alpha by identifying companies early, holding them long-
term, and aligning capital allocation with market valuations.
However, the continued takeover of small companies in the UK
market and the move away from new listings in London as previously
mentioned is a worrying feature as our process aims to find high-
quality businesses that we would like to own for the very long-term.
10 | Athelney Trust plc | Annual Report 2024
Strategic Report
Fund Manager’s Review
Continued
We are encouraged by the recent recovery in our companies' price-
to-earnings (P/E) ratios, rebounding from prior lows. Coupled with
strong short-term financial performance evidenced by organic sales
growth, solid earnings, and rising dividends this reinforces our
confidence in their future prospects. These positive developments
point to a promising trajectory for further valuation growth across
our portfolio.
Given the current market landscape in the UK as mentioned
previously, we see this as a prime opportunity to invest in high-
quality franchises. These market conditions are ideal for investors
seeking resilient, growth-oriented investments, positioning them
well for long-term outperformance.
Update
The unaudited NAV on 28 February 2025 was 182.5p per share –
down by 1.9% from 31 December 2024. The share price on the same
day was 175.0p (trading at a discount of 4.3%). Further updates can
be found at www.athelneytrust.co.uk
Dr Manny Pohl AM
BSc (Eng), MBA, DBA, FAICD, F Fin, MSAFAA
Fund Manager
11 March 2025
11 | Athelney Trust plc | Annual Report 2024
Strategic Report
Investment and Portfolio Analysis at 31 December 2024
Stock
Holding
Value (£)
SECTOR
£
%
Chemicals
Treatt
35,000
170,276
170,276
4.3%
Food & beverages
Fevertree drinks
17,000
114,496
114,496
2.9%
General financial
AJ Bell
28,000
126,700
Alpha Group International
8,000
186,400
Impax Asset Management
66,000
163,020
Liontrust Asset Management
40,000
188,800
S & U
6,000
84,600
749,520
19.1%
Leisure goods
Games Workshop
2,500
332,750
332,750
8.5%
Media
4Imprint
2,500
121,375
Relx
2,300
83,444
Rightmove
18,000
115,524
Yougov
10,100
41,915
362,258
9.2%
Mobile communications
Gamma Communications
4,000
61,200
61,200
1.6%
Multiutilities
National Grid
18,083
171,644
171,644
4.4%
Property, commercial &
residential
AEW UK REIT
580,000
582,320
Tritax Big Box
200,000
265,400
847,720
21.5%
Support services
Auto Trader
14,000
110,516
Begbies Traynor
140,000
132,720
NWF Group
125,000
190,000
Paypoint
30,000
234,000
Wise Plc
5,000
53,150
720,386
18.3%
Technology
Cerillion
7,500
131,250
Raspberry Pi Holdings
7,000
43,680
174,930
4.5%
Travel and leisure
Cake Box Holdings
120,000
222,000
222,000
5.7%
Portfolio Value
3,927,180
Net Current Assets
88,016
TOTAL VALUE
4,015,196
Shares in issue
2,157,881
Audited NAV
186.1p
12 | Athelney Trust plc | Annual Report 2024
Strategic Report
Investment and Portfolio Analysis at 31 December 2024
Continued
Portfolio by Sectors
Portfolio by Listing
4.3% Chemicals
2.9% Food & Beverages
19.1% General Financial
8.5% Leisure Goods
9.2% Media
1.6% Mobile
Communications
4.4% Multiutilities
21.5% Property
Commercial & Residential
18.3% Support Services
4.5% Technology
Software Services
5.7% Travel & Leisure
25.5% Small Caps
0
26.2% AIM
24.3% FTSE 250
1.3% FTSE Eurofirst 300
20.2% FTSE 100
2.5% Cash
13 | Athelney Trust plc | Annual Report 2024
Strategic Report
Section 172(1) Statement
The Directors of the Company are required to promote the success of
the Company for the benefit of the Members and Shareholders as a
whole. Section 172(1) of the Companies Act (2006) expands this duty
and requires the Directors to consider a broader range of interested
parties when considering the promotion of the Company. This wider
group of stakeholders will include employees, if any, suppliers,
customers and others, and the Board will look to understand and take
into account the needs of each stakeholder, although recognising that
different stakeholders may have conflicting priorities and not all
decisions made will be to the benefit of all stakeholder groups.
When making decisions the Board should consider the following:
•
the likely consequences of any decisions in the long-term;
•
the interests of the Company’s employees (if applicable);
•
the impact of the Company’s operations on the environment
and the community;
•
the need to foster the Company’s business relationships with
suppliers, customers and others;
•
the need to act fairly for all members of the Company, and
•
the desirability of the Company maintaining a reputation for
high standards of business conduct.
In line with similar small Investment Trusts and Investment Companies,
Athelney Trust plc does not have any customers and relies on a number
of third-party providers of services such as Company Administrator,
the Custodian and the Registrar to maintain its operations. The
Company takes into account the regulations of the market in which it
operates and has regard to the environment and the wider community
in which it operates.
At every Board meeting the Directors review the performance of the
Company towards meeting the Company’s Investment Objective
through its strategy. Manny Pohl is the fund manager, reports to other
Board members and answers any questions raised. Compliance with
existing regulatory and legal requirements is reviewed, together with
any new regulations that are due to be introduced or are being
proposed that may affect the Company.
The Board recognises the importance of, and is committed to,
understanding
the
views
of
Shareholders
and
maintaining
communication with its Shareholders in the most appropriate manner.
This is undertaken through:
Annual General Meeting
The Company, in normal circumstances encourages all Shareholders
to attend and participate at its Annual General Meeting (“AGM”).
Whilst the formal business of the meeting is the primary purpose of
the meeting, members of the Board are available to answer questions
directly from Shareholders, to provide an update to the meeting and
to offer Shareholders an insight into the business.
The Board plan to hold the 2025 AGM on 23 April 2025 at 12.00
noon. Further details regarding the 2025 AGM are contained in
the Notice of the Annual General Meeting published in a
separate notification.
Published Reports
The Company produces Annual and Half Yearly Reports and
monthly fact sheets which are all available from the Company’s
website and paper copies are available on request from the
registered office. The publication of these reports is considered
to be the primary method of communication to Shareholders and
other readers of the reports and provides detailed information
on the portfolio, performance over the period and an assessment
of the outlook for the Company.
The Annual Report also contains details regarding the Company’s
corporate governance and the Board seek to ensure that the
Report is readable and is mindful that it should be fair, balanced
and understandable.
Shareholder enquiries
Shareholders can contact the Company or any of its Directors
through the Company Secretary or through their company email
address. Alternatively, letters can be sent to the registered office
address. Although the Directors are not available full time, with
the assistance of the Company Secretary they seek to maintain
open communication to all Shareholders.
Suppliers
The Company Secretary, Deborah Warburton and Administrator
GW & Co. Limited, are often the main contact point for advisors
and stakeholders in the Company. Regular communication is
maintained between the Company Secretary and the Directors
advising them of all matters concerning the Company. The
Company also relies on the provision of services from outside
parties to operate and gives consideration to the needs and
objectives of those providers and recognises that their success
will often assist the Company in achieving its objectives.
Regulators
The Company operates in an environment that is governed by
legal and regulatory requirements. The Board recognises that
these requirements are there to protect stakeholders, including
the government.
Environment and Community
As the Company does not have any direct employees nor any
physical office environment of its own it has little direct impact
on the community or the environment. The Company seeks to
reduce its impact on the environment in encouraging
Shareholders to receive Reports electronically rather than
through printed hard copies. When paper copies are requested
FSC paper is used. The Board also engage through electronic
means where possible rather than hold excessive face to face
meetings.
14 | Athelney Trust plc | Annual Report 2024
Strategic Report
Other Statutory Information
As explained within the Report of the Directors on pages 20 to 22, the
Company carries on business as an investment trust. Investment trusts
are collective closed-ended public limited companies.
Board
The Board of Directors is responsible for the overall stewardship of the
Company, including investment and dividend policies, corporate and
gearing strategy, corporate governance procedures and risk
management. Biographical details of the three male Directors, can be
found on pages 2 and 3.
One of the Directors is the Company's only employee (2023: one
employee).
Investment Objective
The investment objective of the Trust is to provide shareholders with
prospects of long-term capital growth with the risks inherent in small
cap investment minimised through a spread of holdings in quality small
cap companies that operate in various industries and sectors. The Fund
Manager also considers that it is important to maintain a progressive
dividend record.
Investment Policy
The assets of the Trust are allocated predominantly to companies with
either a full listing on the London Stock Exchange or a trading facility
on AIM or AQSE. The assets of the Trust have been allocated in two
main ways: first, to the shares of those companies which have grown
steadily over the years in terms of revenue and profits but, despite this
progress are undervalued by the market when compared to future
earnings and dividends; second, those companies whose shares are
undervalued by the market when compared with the value of land,
buildings, other assets or cash on their balance sheet.
Investment Strategy
The investment strategy employed by the Fund Manager in meeting
the investment objective focuses on active stock selection. The
selection of individual holdings is based on analysis of, amongst other
things, market positioning, competitive advantage, future growth,
financial strength and cash flows. The weighting of individual
investments reflects the Fund Manager’s conviction in the expected
future returns from those holdings.
Investment of Assets
At each Board meeting, the Board considers compliance with the
Company’s investment policy and other investment restrictions during
the reporting period. An analysis of the portfolio on 31 December 2024
can be found on pages 11 and 12 of this report.
Responsible Ownership
The Fund Manager takes a particular interest in corporate governance
and social responsibility investment policy. As stated within the
Corporate Governance Statement on pages 16 to 19, the Fund
Manager’s current policy is available on the Trust’s website
www.athelneytrust.co.uk. The Board supports the Fund Manager on
his voting policy and his stance towards environmental, social and
governance issues.
Review of Performance and Outlook
Reviews of the Company’s returns during the financial year, the
position of the Company at the year end, and the outlook for the
coming year are contained in the Chair’s Statement on pages 4
to 6 and the Fund Manager’s review on pages 7 to 10 which form
part of the Strategic Report.
Principal Risks and Uncertainties and Risk
Management
As stated within the Corporate Governance Statement on pages
16 to 19, the Board applies the principles detailed in the internal
control guidance issued by the Financial Reporting Council, and
has established a continuing process designed to meet the
particular needs of the Company in managing the risks and
uncertainties to which it is exposed.
The principal risks and uncertainties faced by the Company are
described below and in note 12 which provides detailed
explanations of the risks associated with the Company’s financial
instruments.
•
Global conflict – The continuing war between Russia and
Ukraine, and the Middle East has had a significant impact,
inter alia, on inflation and, in conjunction with affairs in
China, an impact on supply chains and globalisation. Investee
companies will vary as to the impact on them and their ability
to adapt.
•
Inflationary pressure – Inflation escalated sharply in 2023
which carried over in to 2024, with the Bank of England
raising interest rates on several occasions in an attempt to
reduce the level of inflation. This has stabilised in 2024
however not all investee companies are well-placed to pass
on cost pressures to their customers.
•
Market – the Company’s fixed assets consist almost entirely
of listed securities and it is therefore exposed to movements
in the prices of individual securities and the market generally.
•
Investment and strategic – incorrect investment strategy,
asset allocation, stock selection and the use of gearing could
all lead to poor returns for shareholders.
•
Regulatory – Relevant legislation and regulations which apply
to the Company include the Companies Act 2006, the
Corporation Tax Act 2010 (“CTA”) and the Listing Rules of the
Financial Conduct Authority (“FCA”). The Company has noted
the recommendations of the UK Corporate Governance Code
and its statement of compliance appears on pages 16 to 19.
A breach of the CTA could result in the Company losing its
status as an investment company and becoming subject to
capital gains tax, whilst a breach of the Listing Rules might
result in censure by the FCA. At each Board meeting the
status of the Company is considered and discussed, so as to
ensure that all regulations are being adhered to by the
Company and its service providers.
15 | Athelney Trust plc | Annual Report 2024
Strategic Report
Other Statutory Information
Continued
•
Operational – failure of the accounting systems or disruption to
its business, or that of other third-party service providers, could
lead to an inability to provide accurate reporting and monitoring,
leading to a loss of shareholders’ confidence.
•
Financial – inadequate controls by the Fund Manager or other
third-party service providers could lead to misappropriation of
assets. Inappropriate accounting policies or failure to comply with
accounting standards could lead to misreporting or breaches of
regulations.
•
Liquidity – the Company may have difficulty in meeting
obligations associated with financial liabilities.
•
Interest rate risk – this is not considered to be a direct risk to the
Company other than through its effect on investee companies.
•
Trading – the Company is a small trust and its shares can be
illiquid, which means that investors may have difficulty in dealing
in larger amounts of shares.
•
Geopolitical risk - some of the companies that we have invested
in trade globally and their value may be affected by international
political developments, changes in government and their
policies, changes in taxation, restrictions in foreign investment
and currency repatriation, currency fluctuations and other
developments in the laws and regulations of countries in which
they operate.
The Company has complied with the MiFID ll and KID legislation and
the deadlines to ensure that shares in the Company were still able to
be traded. A copy of the Company’s KID can be found on the website
http://www.athelneytrust.co.uk
The Board is not aware of any breaches of laws or regulations during
the period under review and up to the date of this report.
The Board seeks to mitigate and manage these risks through
continual review, policy setting and enforcement of contractual
obligations. It also regularly monitors the investment environment
and the management of the Company’s investment portfolio.
Investment risk is spread through holding a wide range of securities
in different industrial sectors.
Statement
Regarding
Annual
Report
and
Financial Statements
Following a detailed review of the Annual Report and Financial
Statements by the Audit Committee, the Directors consider that
taken as a whole it is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s
performance, business model and strategy.
The Directors have adopted best practices as described by the AIC’s
Statement of Recommended Practice on financial statements dated
July 2022.
Greenhouse Gas Emissions
As an investment company with its activities outsourced to third
parties or self managed by the Non-Executive Directors, the
Company’s own direct environmental impact is minimal. 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. Furthermore, the
Company considers itself to be a low energy user under the
Streamlined Energy & Carbon Reporting regulations and therefore is
not required to disclose energy and carbon information.
Social, Community and Human Rights issues
The Company has one employee and, as far as the Board is aware,
no issues exist in respect of social, community or human rights
issues.
Alternative Investment Fund Manager’s Directive
(“AIFMD”)
The Company was registered for the period to 31 December 2024 as
its own AIFM with the FCA under the AIFMD and confirms that all
required returns have been completed and filed.
For and on behalf of the Board
Dr Manny Pohl AM
Managing Director
11 March 2025
16 | Athelney Trust plc | Annual Report 2024
Corporate Governance Statement
Shareholders hold the Directors of a company responsible for the
stewardship of that company’s affairs. Corporate governance is
the process by which a Board of Directors discharges this
responsibility. The Company’s arrangements in respect of
corporate governance are explained in this report. The corporate
governance statement forms part of the Report of the Directors
which can be found on pages 20 to 22.
The Company is required to comply with, or to explain its non-
compliance with, the relevant provisions of the UK Corporate
Governance Code issued by the Financial Reporting Council (the
‘FRC’) in July 2018 which can be found at www.frc.org.uk. The
Association of Investment Companies issued its own Code of
Corporate Governance in July 2022 (the ‘AIC Code’), which can be
found at www.theaic.co.uk. and which has been approved by the
FRC as it addresses all the principles of the UK Corporate
Governance Code as well as setting out additional principles and
provisions on issues which are of specific relevance to investment
trusts. The Board considers that reporting against the Principles
and Provisions of the AIC Code, which has been endorsed by the
FRC, provides more relevant information to shareholders.
The Company has not complied with the provisions of the AIC Code
and the UK Corporate Governance Code in respect of the
following:
•
Due to the size of the Board, formal performance
evaluations of the Chair, the Board, its Committees and
individual Directors are not undertaken. Instead, it is felt
more appropriate to address matters as and when they
arise.
•
Due to the size of the Board, it is felt inappropriate to
appoint a senior independent non-executive Director.
•
All the Directors have agreements for provision of their
services but no limit has been imposed on the overall
length of service. The recommendation of the Code is
for fixed term renewable contracts. In recent years each
of the Directors has retired and, where appropriate,
sought re-election. One third of the Directors retires by
rotation annually in accordance with the Company’s
articles of association.
•
In certain instances, the Directors have exercised
judgement in allocating specific costs between capital
and revenue. This judgement, consistently applied for
many years, considers the business effect, the nature of
the work undertaken, and whether the time and effort
expended contributes to capital growth or revenue
generation. In some cases this approach departs from
the AIC Statement of Recommended Practice (SORP)
issued in July 2022, on allocating certain expenses to
capital
•
The Company has one employee, who is also a Director.
The Company Secretary’s line of communication in
relation to whistle-blowing is to the Chair of the
Company.
The Company does not have a Nominations Committee. During the
year the Board comprised a maximum of three Directors who
liaised continuously throughout and were aware of their
obligations to consider recruitment of further Directors as and
when the occasion occurred.
Board Membership
At 31 December 2024 the Board consisted of three Directors, of which
two were and remain independent. The biographies of all the current
Directors are contained on pages 2 and 3.
Frank Ashton retired by rotation and was re-elected at the AGM on 21
March 2024. The Directors believe that the Board has the balance of
skills, experience and length of service to enable it to provide effective
leadership and proper governance of the Company. The Directors
possess a range of business and financial expertise relevant to the
direction of the Company and consider that they commit sufficient
time to the Company’s affairs.
All Directors receive relevant training, collectively or individually, as
necessary.
The Directors of the Company meet at regular Board Meetings. During
the year ended 31 December 2024, the Board met a total of 8 times.
An additional audit planning meeting was attended by Simon Moore,
Frank Ashton and the Company Secretary.
Board
Audit
Remuneration
Meetings
Committee
Committee
Dr E C Pohl
5
-
-
F Ashton
5
2
1
S Moore
5
2
1
Jason Pohl is the alternate Director for Dr Manny Pohl, he was not
required to attend any Board meetings during the year.
The Board subscribes to the view expressed in the AIC Code that long-
serving Directors should not be prevented from forming part of an
independent majority. It does not consider that the length of a
Director’s tenure reduces their ability to act independently. The
Board’s policy on tenure is that continuity and experience are
considered to add significantly to the strength of the Board and, as
such, no limit on the overall length of services of any of the Company’s
Directors, including the Chair, has been imposed, although the Board
believes in the merits of periodic and progressive refreshment of its
composition.
The Board of Directors of the Company comprises three male
Directors. Whilst the Board recognises the benefits of diversity in
appointments to the Board, the key criteria for the appointment of
new Directors will be the appropriate skills and experience in the
interest of shareholder value. The Directors are satisfied that it has an
appropriate breadth of skills and experience. The Board is not
currently planning to add a fourth Director to the Board.
The basis on which the Company aims to generate value over the
longer term is set out in the Strategic Report on pages 4 to 15. All
matters, including corporate and gearing strategy, investment and
dividend policies, corporate governance procedures and risk
management are reserved for the approval of the Board of Directors.
The Board receives full information on the Company’s investment
performance, assets, liabilities and other relevant information in
advance of Board meetings.
17 | Athelney Trust plc | Annual Report 2024
Corporate Governance Statement
Continued
Board Responsibilities and Relationship with the
Fund Manager
The Board is responsible for the investment policy (the Mandate) and
strategic and operational decisions of the Company and for ensuring
that the Company is run in accordance with all regulatory and
statutory requirements.
These matters include:
•
The maintenance of clear investment objective and risk
management policies, changes to which require Board approval;
•
The monitoring of the business activities of the Company,
including investment performance and annual budgeting; and
•
Review of matters delegated to the Fund Manager and Company
Secretary.
The Fund Manager ensures that Directors have timely access to all
relevant management and financial information to enable informed
decisions to be made and contacts the Board as required for specific
guidance. The Company Secretary and Fund Manager prepare
monthly reports for Board consideration on matters of relevance, for
example current valuation and portfolio changes, dividend
comparisons with previous years, cash availability and requirements
and a breakdown of shareholdings by listing and sector. The Board
takes account of Corporate Governance best practice.
Corporate Governance and Social Responsible
Investment Policy
The Board is aware of its duty to act in the interests of the Company.
The Board acknowledges that there are risks associated with
investment in companies which fail to conduct business in a socially
responsible
manner.
The
Fund
Manager
considers
social,
environmental and ethical factors which may affect the performance
or value of the Company's investments. The Directors, through the
Fund Manager, encourage companies in which investments are held
to adhere to best practice in the area of Corporate Governance. They
believe that this can best be achieved by entering into a dialogue with
company management to encourage them, where necessary, to
improve their policies in this area. The Company's ultimate objective
is to deliver superior long term returns for Shareholders which the
Board believe will be produced on a sustainable basis by investing in
companies which adhere to best practice in the area of Corporate
Governance. Accordingly, the Fund Manager will seek to favour
companies which pursue best practice in this area.
Chair
Frank Ashton is independent and considers himself to have sufficient
time to commit to the Company’s affairs.
Directors’ Independence
In accordance with the Listing Rules for investment entities, the Board
has reviewed the status of its individual Directors and the Board as a
whole. Two of the three current Directors including the Chair are
considered by the Board to be independent in character and
judgement and there are no relationships or circumstances which are
likely to affect or could appear to affect the Directors’ judgement.
Remuneration Committee
During the year the Remuneration Committee comprised Simon
Moore and Frank Ashton. The Committee will meet as necessary
to determine and approve Director’s fees, following proper
consideration of the role that individual Directors fulfil in respect
of Board and Committee responsibilities, the time committed to
the Company’s affairs and remuneration levels generally within
the Investment Trust Sector.
Under Listing Rule 15.6.6, the Code principles relating to Directors’
remuneration do not apply to an investment trust company other
than to the extent that they relate specifically to non-executive
Directors.
Detailed
information
on
the
remuneration
arrangements can be found in the Directors’ remuneration report
on pages 24 to 26 and in note 4 to the financial statements.
Company Secretary
The Company Secretary, Deborah Warburton FCCA, is
responsible for ensuring that Board and Committee procedures
are followed and that the Company complies with regulations.
The Company Secretary also ensures timely delivery of
information and reports and that the statutory obligations of the
Company are met.
All the Directors have access to the advice and services of the
Company Secretary.
Independent
Professional
Advice
and
Directors’ Training
Individual Directors may, at the expense of the Company, seek
independent professional advice on any matter that concerns
them in the furtherance of their duties.
The Chair liaises on a regular basis with the other Directors and
the Company Secretary to ensure that they are maintaining
adequate training and continuing professional development.
Institutional Investors – Use of Voting Rights
and Voting Policy
The Fund Manager, in the absence of explicit instruction from the
Board, is empowered to exercise discretion in the use of the
Company’s voting rights. The Fund Manager votes against
resolutions he believes may damage shareholders’ rights or
economic interests.
Audit Committee
During the year the Audit Committee comprised Simon Moore
and Frank Ashton. The Committee met twice during the year. The
duties of the committee include reviewing the Annual and
Interim Accounts, the system of internal controls, and the terms
of appointment and remuneration of the auditor. During this year
due to the resignation of Moore Kingston Smith LLP as the
Company auditor the committee oversaw the tender process and
appointment of the new auditor Beever and Struthers Chartered
Accountants. The committee agreed their remuneration and
their independence and objectivity. It is also the forum through
which the auditor reports to the Board of Directors.
18 | Athelney Trust plc | Annual Report 2024
Corporate Governance Statement
Continued
Much of the Board’s corporate governance responsibility is discharged through the Audit Committee. This Committee operates within clearly
defined written terms of reference which are available upon request at the Company’s registered office.
Significant Issues Considered by the Audit Committee in Relation to the Financial Statements
Matter
Action
Investment Portfolio Valuation
The Company’s portfolio is invested predominantly in listed
securities. Although all the securities are fully listed or traded
on AIM or AQSE, errors in the portfolio valuation could have a
material impact on the Company’s net asset value per share.
The portfolio is valued at bid price at the end of each month by
the company secretary, using the London Stock Exchange bid
prices at close of business on the last day of the month.
Misappropriation of Assets
Misappropriation of the Company’s investments or
cash balances could have a material impact on its net
asset value per share.
The portfolio is agreed on a monthly basis by the Company
Secretary during the completion of the monthly accounts and
reconciled to the custodian statement.
Income Recognition
Incomplete or inaccurate income recognition could have an
adverse effect on the Company’s net asset value and earnings
per share and its level of dividend cover.
The level of income received for the year and the dividend
forecast for the year are agreed on a monthly basis with the Fund
Manager and the Company Secretary and reconciled to the
custodian transaction statement.
Conflict in the Middle East
The ongoing conflict in the Middle East and the uncertainty that
surrounds this has adversely affected the global economy and
this may impact on the valuation of investee companies and
their ability to pay dividends.
The Fund manager and the Administrator monitor the dividend
situation monthly and make the Board aware of cancelled,
postponed dividends as soon as they become aware.
Geopolitical Risk
The appointment of Donald Trump as President of the United
States and the ongoing discussions around tariffs can and will
affect global economies and may have, a direct impact on the
ability of companies to pay dividends
The Fund manager and the Administrator monitor the dividend
situation monthly and make the Board aware of cancelled,
postponed dividends as soon as they become aware.
Ukraine War
The war in Ukraine has adversely affected the global economy
and this, may impact on the valuation of investee companies
and their ability to pay dividends.
The Fund manager and the Administrator monitor the dividend
situation monthly and make the Board aware of cancelled,
postponed dividends as soon as they become aware.
The Audit Committee reviews the scope and results of the audit and,
during the year, considered and approved Beever and Struthers
Chartered Accountants plan for the audit of the financial statements
for the year ended 31 December 2024. At the conclusion of the audit
Beever and Struthers Chartered Accountants did not highlight any
issues to the Audit Committee which would cause it to qualify its
audit report nor did it highlight any fundamental internal control
weaknesses.
As part of the review of auditor independence and effectiveness,
Beever and Struthers Chartered Accountants has confirmed that it
is independent of the Company and has complied with relevant
auditing standards. In evaluating Beever and Struthers Chartered
Accountants, the Audit Committee has taken into consideration the
standing, skills and experience of the firm and the audit team.
Following the FRC regulatory requirements, the engagement leader
rotates after five years.
Company Information
The following information is disclosed in accordance with The Large
and Medium-Sized Companies and Groups (Accounts and Reports)
Regulations 2008 and DTR 7.2.6.
•
The Company’s capital structure and voting rights are
summarised on pages 20 and 21.
•
Details of the substantial shareholders in the Company are
listed on page 20.
•
The rules concerning the appointment and replacement of
Directors are contained in the Company’s Articles of
Association and are discussed on page 20.
The Board is seeking to renew its current powers to issue and re-
purchase shares at the forthcoming Annual General Meeting.
•
There are no restrictions concerning the transfer of
securities in the Company; no special rights with regard to
the control attached to securities; no restrictions on voting
rights; no agreements which the Company is party to that
might affect its control following a successful takeover.
•
There are no agreements between the Company and its
Directors concerning compensation for loss of office.
19 | Athelney Trust plc | Annual Report 2024
Corporate Governance Statement
Continued
Relations with Shareholders
The Company places great importance on communication with
shareholders and welcomes their views. The Chair and the other
Directors have spoken to major shareholders during the year to
discuss their aspirations for the Company going forward. The Annual
General Meeting of the Company provides a forum, both formal and
informal, for shareholders to meet and discuss issues with the
Directors of the Company.
To comply with the AIC Code the Board are required to consult with
shareholders when 20 percent or more of votes have been cast
against Board recommendations for a resolution. All resolutions
proposed at the AGM were unanimously passed.
The notice and further details of the Annual General Meeting, to be
held on 23 April 2025 at 12.00 noon, is published in a separate
notification. The Annual Report and Notice of Annual General
Meeting are sent to shareholders at least 20 working days before the
Meeting.
Internal Control
The Board is responsible for the Company’s system of internal
control and for reviewing its effectiveness. It has therefore
established an ongoing process designed to meet the particular
needs of the Company in managing the risks to which it is exposed,
consistent with the internal control guidance issued by the Financial
Reporting Council.
Adequate internal controls are in place for identifying, evaluating
and managing risks faced by the Company. This process, together
with key procedures established with a view to providing effective
financial control, has been in place for the full financial year and up
to the date the financial statements were approved and is consistent
with the internal control guidance issued by the Financial Reporting
Council.
The Board has reviewed the need for an internal audit function. It
has decided that the systems and procedures employed by the
Directors, provide sufficient assurance that a sound system of
internal control, which safeguards the Company’s assets, is
maintained. An internal audit function specific to the Company is
therefore considered unnecessary.
Internal Control Assessment Process
Risk assessment and the review of internal controls are undertaken
by the Board in the context of the Company’s overall investment
objective. The review covers the key business, operational,
compliance and financial risks facing the Company. In arriving at its
judgement of what risks the Company faces, the Board has
considered the Company’s operations in the light of the following
factors:
•
The nature and extent of risks which it regards as acceptable
for the Company to bear within its overall business objective;
•
The threat of such risks becoming a reality;
•
The Company’s ability to reduce the incidence and impact
of risk on its performance; and
•
The cost and benefits to the Company of third parties
operating the relevant controls.
Against this background, the Board has split the review of risk and
associated controls into four sections reflecting the nature of the
risks being addressed. These sections are as follows:
•
Corporate strategy;
•
Published information, compliance with laws and
regulations;
•
Relationship with service providers; and
•
Investment and business activities.
The key procedures which have been established to provide
internal controls are as follows:
•
Custody and valuation of assets is undertaken by James
Sharp & Co;
•
The duties of investment management, accounting and
the custody of assets are segregated. The procedures of
the individual parties are designed to complement one
another;
•
The Directors of the Company clearly define the duties and
responsibilities of their agents and advisers. The
appointment of agents and advisers is conducted by the
Board after consideration of the quality of the parties
involved; the Board monitors their ongoing performance
and contractual arrangements;
•
Mandates for authorisation of investment transactions
and expense payments are set by the Board; and
•
The Board reviews financial information produced by the
Fund Manager and the Company Secretary in detail on a
regular basis.
In accordance with guidance issued to Directors of listed
companies, the Directors have carried out a review of the
effectiveness of the system of internal control as it has operated
over the year.
For and on behalf of the Board
Frank Ashton
Chair
11 March 2025
20 | Athelney Trust plc | Annual Report 2024
Report of the Directors
The Directors present their report and audited financial statements
of the Company for the year ended 31 December 2024. This report
also contains certain information required in accordance with S992
of the Companies Act 2006.
Results and Dividends
The return on ordinary revenue activities before dividends for the
year is £159,108 (2023: £167,070) as detailed on page 32.
The company paid an interim dividend of 2.3p per ordinary share on
the 27 September 2024.
It is recommended that a final dividend of 7.6p per ordinary share
be paid. This will increase the total dividend paid this year to 9.9p
(2023: 9.8p) per ordinary share.
Principal Activity and Status
The Company (company number: 02933559) is a public limited
company, limited by shares and incorporated in England and Wales.
The registered office is Waterside Court, Falmouth Road, Penryn,
TR10 8AW.
The Company is an investment company within the meaning of
Section 833 of the Companies Act 2006 and has been granted
approval from HM Revenue & Customs (“HMRC”) as an investment
trust under sections 1158 and 1159 of the Corporation Tax Act 2010
and will continue to be treated as an investment trust company,
subject to continuing to meet the conditions for approval. The
Company has a premium listing on the London Stock Exchange and
its principal activity is portfolio investment.
The Directors are of the opinion that the Company has conducted its
affairs for the year ended 31 December 2024 so as to be able to
continue to qualify as an investment trust.
The Company’s status as an investment trust allows it to obtain an
exemption from paying taxes on the profits made from the sale of its
investments and all other net capital gains.
Events after the End of the Reporting Period
Particulars of events after the reporting date are detailed in note 15
of the financial statements.
Directors
Biographical details of the Directors can be found on pages 2 and 3.
In accordance with the arrangements for retirement contained in
the Company’s Articles of Association, the Directors will retire by
rotation on a three yearly cycle. Manny Pohl will retire at the 2025
AGM and will offer himself for re-election.
In addition to any power of removal conferred by the Companies
Acts, the Company may by special resolution remove any Director
without notice.
Directors’ and Officers’ Liability Insurance
Directors’ and Officers’ liability insurance cover was in place
throughout the financial year and as at the date of this report. The
Company’s Articles of Association provide, subject to the provisions
of UK legislation, that the Directors may be indemnified out of the
assets of the Company in respect of liabilities they may sustain or
incur in connection with their appointment.
Conflicts of Interest
Each Director has a statutory duty to avoid a situation where they
have, or could have, a direct or indirect interest which conflicts, or
may conflict, with the interests of the Company. A Director will not
be in breach of that duty if the relevant matter has been authorised
by the Board in accordance with the Company’s Articles of
Association. The Board has approved a protocol for identifying and
dealing with conflicts and conducts a review of actual or possible
conflicts at least annually. No conflicts or potential conflicts were
identified during the year. It is not considered that an interest in the
Company’s shares held by a Director will of itself give rise to a
situation where that Director’s interests or duties conflict with the
interests of the Company.
Capital Structure
At 31 December 2024 the Company’s capital structure consisted of
2,157,881 Ordinary Shares of 25p each (2023: 2,157,881 Ordinary
Shares of 25p each).
Directors and Their Interests
The Directors who held office during the year and at the date of this
report are shown below; their interest in the ordinary shares of the
Company is stated on page 25 in the Directors’ Remuneration
Report.
Dr E C Pohl AM
(Managing Director)
F Ashton
(Chair)
S Moore
(Non-Executive Director)
The Company does not have any contract of significance subsisting
during the year, with any other company in which a Director is or
was materially interested.
J C Pohl as alternate Director for Dr E C Pohl. As Dr E C Pohl was able
to attend all meetings of the Board during the year, J C Pohl was not
required to attend any Board meetings.
Substantial Shareholders
The Directors have been notified of the following major
shareholdings in the Company that represent greater than 3% of the
voting rights:
Ordinary Shares
% of
Issue
Astuce Group
550,000
25.49
IP Worldwide Flexible Fund
339,054
15.71
Mehr Mutual
123,890
5.74
E C Pohl & Co Pty Ltd
86,000
3.99
Mrs E Davison
75,000
3.48
Mr GW & Mrs DJ Whicheloe
74,000
3.43
Mr C Frostick
70,500
3.27
Mr S Moore
67,500
3.13
P Grodzinski
65,000
3.01
Out of the nine major shareholders listed above Dr. Manny Pohl has
control over two substantial shareholdings amounting to 29.48% of
the total shareholding, he is also in contact with IP Worldwide
Flexible Fund and Mr C Frostick on a regular basis. Simon Moore has
control of 3.13% of the total shareholdings and is in regular contact
with two of the remaining four substantial shareholders.
21 | Athelney Trust plc | Annual Report 2024
Report of the Directors
Continued
The remaining two are in regular contact with the Directors (or their
respective agent) to ensure that they are frequently apprised and
are content with the manner in which the Company is being run.
There have been no changes to the substantial shareholders up until
28 February 2025.
Dividends
The Ordinary Shares carry a right to receive dividends which are
declared from time to time by an Ordinary Resolution of the
Company (up to the amount recommended by the Directors) and to
receive any interim dividends which the Directors may resolve to
pay.
Capital Entitlement
On a winding up, after meeting the liabilities of the Company, the
surplus assets will be paid to ordinary shareholders in proportion to
their shareholdings.
Voting
On a show of hands, every ordinary shareholder present in person
or by proxy has one vote and, on a poll, every ordinary shareholder
present in person has one vote for every share he/she holds and a
proxy has one vote for every share in respect of which he/she is
appointed.
Engagement with Suppliers and Other Business
Relationships
The Directors have regard for the need to maintain good business
relationships with suppliers and other businesses that the Company
may have contact with throughout the year. Suppliers are paid in a
timely manner and well within the credit terms afforded to the
Company. Other business relationships are maintained on a
professional and courteous level with regular contact being
maintained by the Fund Manager, Company Secretary and Audit
Committee Chair.
Going Concern
In assessing the going concern basis of accounting, the Directors
have had regard to the guidance issued by the Financial Reporting
Council. They have considered the current cash position of the
Company, and forecast revenues for the current financial year. The
Directors have also taken into account the Company’s investment
policy, which is described on page 14 is subject to regular Board
monitoring processes, and is designed to ensure that the Company
is invested in listed securities and those traded on AIM or AQSE.
The Company retains title to all assets held by its Custodian. Note 12
to the financial statements sets out the financial risk profile of the
Company and indicates the effect on its assets and liabilities of falls
and rises in the value of securities, market rates of interest and
changes in exchange rates.
The assets of the Company consist mainly of marketable securities,
the directors are of the opinion that at the time of approving the
accounts, the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing the accounts.
In addition, the Directors have regard to ongoing investor interest in
the sustainability of the Company’s business model and in the
continuation of the Company, specifically being interested in feedback
from meetings and conversations with Shareholders. In addition to
considering the principal risks on pages 14 and 15 and the financial
position of the Company as described above, the Board has also
considered the following further factors:
• the Board continues to adopt a long-term view when making
investments;
• regulation will not increase to a level that makes the running of the
Company uneconomical; and
• the performance of the Company will be satisfactory and should
performance be less than the Board deem acceptable it has the
powers to take appropriate action.
Viability Statement
The Directors have assessed the prospects of the Company for a period
of three years. The Board believes this time period is appropriate
having consideration for the Company’s principal risks and
uncertainties (outlined on pages 14 and 15), its portfolio of listed
equity investments and cash balances, and its ability to achieve the
stated dividend policy. The Directors have assessed the ability of the
Company to continue as a going concern as outlined above.
In making this assessment, the Directors have considered detailed
information provided at Board meetings which includes the
Company’s balance sheet, investment portfolio and income and
operating expenses.
Based on the above, the Board has a reasonable expectation that the
Company fully expects it will be able to continue in operation and meet
its liabilities as they fall due over the three-year period of this
assessment.
Board Diversity
When recruiting a new Director, the Board’s policy is to appoint
individuals on merit matched against the skill requirements identified
by the Board.
The Board believes diversity is important in bringing an appropriate
range of skills, knowledge and experience to the Board and gives this
consideration when recruiting new Directors and has also noted the
requirements of Listing Rule 9.8.6R (9) following the Parker Report on
increasing the diversity on the boards of public companies.
As at 31 December 2024, there were three male Directors on the
Board. All Directors identified themselves as Caucasian by ethnic
background.
When making appointments in the future the Board will continue to
operate an open-minded approach to recruitment without restrictions
against any perceived group or individual. The Board will take into
consideration the diversity targets set by Listing Rule 9.8.6R (9) when
making future appointments, however due to the size of the Board
meeting a target of 40% of Directors being women with one being a
senior Board position, and one individual being from a minority ethnic
background may not be reached in the immediate future.
The Company does not have any employees other than the Managing
Director and, as a result, the Board does not consider it necessary to
establish means for employee engagement with the Board as required
by the UK Corporate Governance Code.
22 | Athelney Trust plc | Annual Report 2024
Report of the Directors
Continued
Modern Slavery Act
As an investment vehicle that does not provide goods or services in
the normal course of business, nor does it have, apart from the
Directors, any employees, the Directors consider that the Company
is not required to make a slavery or human trafficking statement
under the Modern Slavery Act 2015.
The Criminal Finances Act 2017 and Bribery Act
2010
The Company has zero tolerance towards the criminal facilitation of
tax evasion and a policy of zero tolerance in relation to bribery and
corruption both in its own actions and those of its third-party
advisors and service providers.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances and debtors and creditors that arise
directly from its operations such as sales and purchases awaiting
settlement and accrued income. The financial risk management
objectives and policies arising from its financial instruments and the
exposure of the Company to risk are disclosed in note 12 to the
financial statements.
Annual General Meeting
The Notice of Annual General Meeting is published in a separate
notification.
Statement of Disclosure to Auditor
The Directors confirm that, so far as each of them is aware, there is no
relevant audit information of which the Company’s auditor is unaware
and the Directors have taken all the steps that they ought to have
taken as Directors in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is
aware of that information.
Re-appointment of Auditor
A resolution will be put to the shareholders at the Annual General
Meeting proposing the re-appointment of the firm of Beever and
Struthers Chartered Accountants as Auditor to the Company. Beever
and Struthers Chartered Accountants has indicated its willingness to
continue in office.
For and on behalf of the Board
Dr Manny Pohl AM
Managing Director
11 March 2025
23 | Athelney Trust plc | Annual Report 2024
Statement of Directors’ responsibilities in respect of the
financial statements
The Directors are responsible for preparing the Annual Report and
the financial statements and have elected to prepare them in
accordance with applicable United Kingdom law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice), including FRS102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or loss
for that period.
In preparing the financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and estimates that are reasonable and
prudent;
•
present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
•
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 that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy, at any time, the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Report of the Directors, a Strategic Report,
Directors’
Remuneration
Report
and
Corporate
Governance
Statement.
The Directors state that to the best of their knowledge:
•
the Financial Statements, prepared in accordance with UK
Generally Accepted Accounting Practice, give a true and fair view
of the assets, liabilities, financial position and net return of the
Company;
•
consider the Annual Report and accounts, taken as a whole, are
fair, balanced and understandable and provide the necessary
information for shareholders to assess the Company’s position and
performance, business model and strategy; and
•
the Chair’s Statement and Report of the Directors include 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.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information related to the Company including
on the Company’s website http://www.athelneytrust.co.uk
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
For and on behalf of the Board
Dr Manny Pohl AM
Managing Director
11 March 2025
24 | Athelney Trust plc | Annual Report 2024
Directors’ Remuneration Report
The Board has prepared this Report in accordance with the
requirements of Section 421 of the Companies Act 2006. An Ordinary
Resolution will be put to the members to approve the Report at the
forthcoming Annual General Meeting.
The law requires the Company’s Auditor to audit certain disclosures
provided. Where disclosures have been audited, they are indicated
as such. The Auditor’s opinion is included in their report on pages
27 to 31.
Remuneration Committee
The Company had a Remuneration Committee during the year
comprising Simon Moore and Frank Ashton.
The Committee met during the year to review and implement
measures to avoid or manage conflicts of interest where applicable
and to consider and approve the Directors’ remuneration for the
year ending 31 December 2024.
Policy on Directors’ Remuneration
The Board’s policy is that the remuneration of non-executive
Directors should be sufficient to attract and retain Directors with
suitable skills and experience, and is determined in such a way as to
reflect the experience of the Board as a whole, in order to be
comparable with other organisations and appointments. It is
intended that this policy will continue for the year ending 31
December 2025 and thereafter.
The fees for non-executive Directors are determined within the
limits set out in the Company’s Articles of Association. The approval
of shareholders would be required to increase the limits set out in
the Articles of Association. Directors are not eligible for bonuses,
performance fees, compensation on leaving office, pension benefits,
share options, long-term incentive schemes or other benefits, as the
Board does not consider such arrangements or benefits necessary or
appropriate.
Fees for any new Director appointed will be made on the same basis.
Non-executive Director’s fees have been set at £10,500 per annum
for a number of years and no changes are expected for the
foreseeable future.
The salary for the Managing Director and Fund Manager for 2024 has
been fixed at 0.75% of the portfolio value. For 2025 the Managing
Director Manny Pohl has generously offered to operate on a zero
salary contract.
The policy was last approved by Shareholders at the Annual General
Meeting on 16 March 2023 and will remain valid until the Annual
General Meeting in 2026.
Company Performance
The graph below compares total return, for the ten financial years
ended 31 December 2024, as a cumulative performance graph over
the whole 10 years and a table of discrete calendar year
performance figures. The comparison is between AIM All-Share and
FTSE Small Caps indices as the majority of investment holdings by
the Company are a constituent of one or the other of these two
indices. The comparison is required by Statutory Instrument to
enable the readers of the accounts to compare the performance of
the Company.
Past performance is no guarantee of future performance.
90
100
110
120
130
140
150
160
170
180
190
200
210
220
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total Return
(re-based to 100 at 31/12/2014)
AIM All Share TR
FTSE 100 TR Index
FTSE 250 TR Index
FTSE Small Cap TR
ATY Total Return
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
ATY Total Return
7.5%
2.5%
13.4%
-20.7%
18.2%
-4.4%
21.5%
-29.3%
-4.7%
-6.3%
FTSE 100 TR
-4.9%
14.4%
7.6%
-12.5%
12.1%
-14.3%
14.6%
1.0%
3.8%
9.7%
FTSE 250 TR
8.4%
3.7%
14.7%
-15.6%
25.0%
-6.4%
14.3%
-19.7%
4.4%
8.1%
FTSE Small Cap TR
7.8%
4.5%
3.6%
-23.8%
31.2%
4.4%
20.0%
-16.3%
3.0%
10.7%
AIM All Share TR
27.5%
8.6%
8.8%
-34.2%
36.4%
20.7%
5.2%
-31.7%
-8.2%
-3.9%
25 | Athelney Trust plc | Annual Report 2024
Directors’ Remuneration Report
Continued
Directors’ Remuneration for the Year (audited)
The Directors who served in the year received the following
remuneration in the form of salaries or non-executive Directors’ fees,
no other salary related payments were made to any Director during
the year.
2024
2023
%
£
£
Change
Dr E C Pohl - Fund
Manager
31,325
34,193
(8.4%)
S Moore (Non-
executive)
10,500
10,500
0.0%
F Ashton (Chair)
10,500
10,500
0.0%
Director’s expenses
-
-
0.0%
52,325
55,193
(5.2%)
The Directors’ remuneration for the year of £52,325 is down by 5.2%
on 2023 and the decrease is due to the drop in the portfolio value
during the year on which the Fund Manager’s fee is calculated.
Future Policy
Expected Fees
for the Year to
31 December
2025
Fees for Year
to 31
December
2024
Chair basic fee
10,500
10,500
Fund Manager
-
31,325
Non-Executive Director
10,500
10,500
Due to the trust moving to a performance related payment
arrangement from 1 January 2025 it is impossible to quantify a figure
that will be payable in 2025.
Directors’ remuneration: 5 year comparison
The table shows the percentage change in the annual remuneration
charge of the directors over the past 5 years.
% Change
E C Pohl
S Moore
F Ashton
2024
2023
2022
2021
2020
(8.4%)
(14.7%)
(10.7%)
18.7%
(0.8%)
0.0%
0.0%
0.0%
0.0%
20.0%
0.0%
0.0%
0.0%
0.0%
(14.3%)
Relative importance of spend on pay
2024
2023
£
£
Total remuneration paid to directors
Total dividend paid to shareholders
52,325
213,630
55,193
209,314
The company does not have any other employees.
Performance, Service Contracts, Compensation
and Loss of Office
•
The Directors’ remuneration is not subject to any
performance related fee.
•
No Director was interested in contracts with the
Company during the period or subsequently.
•
The terms of appointment provide that a Director may
be removed without notice.
•
Compensation will not be due upon leaving office.
•
No Director is entitled to any other monetary payment or any
assets of the Company.
•
No incentive or introductory fees will be paid to encourage
a directorship.
•
The Directors are not eligible for bonuses, pension
benefits, share options, long term incentive schemes or
other benefits.
Directors’ & Officers’ liability insurance cover is maintained by the
Company on behalf of the Directors.
Directors’ beneficial and family interests (audited)
The interests of the Directors and their families in the Ordinary
shares of the Company are set out below:
31
31
December
December
2024
2023
(or date of
(or date of
Resignation
appointment
If earlier)
if later)
Dr E C Pohl
-¹
-¹
S Moore
67,500
67,500
F Ashton
2,234
2,234
Notes:
1.
Dr E C Pohl is the sole beneficial owner of E C Pohl & Co Pty
Limited. E C Pohl & Co Pty Limited holds 86,000 shares
(2023: 86,000).
None of the Directors nor any persons connected with them had a
material interest in the Company’s transactions, arrangements or
agreements during the year other than through their holdings in the
Company’s shares. There are no requirements for the Director’s to
own shares in the Company.
The Directors are fully aware that the Company is not a close
company and of the rules associated with this status. The Company
Secretary maintains a record of shareholders which is regularly
updated. The Company breached the 5/50 rule during 2019 and this
has remained during the following five years due to the top 5
shareholders owning more than 50% of the total shares in the
company. The Company holds its Investment Trust status under the
S446 Corporation Tax Act 2010 exemption because more than 35% of
the company’s shares are held by the public and have been actively
traded in the past 12 months on the London Stock Exchange.
26 | Athelney Trust plc | Annual Report 2024
Directors’ Remuneration Report
Continued
The Directors’ Remuneration Report for the year ended 31 December
2023 was approved by shareholders at the Annual General Meeting
held on 21 March 2024. The votes cast by proxy were as follows:
Number of
% of
Votes
votes
For
640,996
30
Against
1,476
-
Total votes cast
642,472
30
Number of votes withheld
Nil
-
Directors’ Service Contracts
Each of the Directors has a service contract or letter of engagement
with the Company for an initial three-year term commencing in
2019. These were renewed for a further three years before the
2022 AGM. There are no provisions in the service agreements for
payments to be made for loss of office, the service contracts are
kept at the Registered Office and are available for inspection by
appointment.
The letters of engagement for all the Directors provide for renewal
by the Board on terms to be agreed from time to time.
Approval
The Directors’ Remuneration Report was approved by the Board
on 11 March 2025.
For and on behalf of the Board.
Simon Moore
Chair of Remuneration Committee
11 March 2025
27 | Athelney Trust plc | Annual Report 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
Opinion
We have audited the financial statements of Athelney Trust plc for the
year ended 31 December 2024 which comprise the Income Statement,
the Statement of Financial Position, the Statement of Changes in Equity,
the Statement of Cash Flows, and notes to the financial statements,
including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law
and 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).
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s affairs as
at 31 December 2024 and of the Company’s net return for the
year then ended;
•
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the requirements of
the Companies Act 2006.
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 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 believe that the audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our approach to the audit
The scope, nature, timing and extent of the audit procedures performed
was determined by our risk assessment and was communicated
to the Audit Committee through our audit planning report.
In assessing the risks of material misstatement in the financial
statement, our risk assessment was based on an understanding of
the Company and its environment, including:
- system of internal control;
- regulatory environment;
- nature of the investment portfolio, income and expenses;
- day-to-day management and operations; and
- use of third party service providers to whom the company has
delegated the provisions of custodian and accounting services.
Our assessment addressed the risk of management override of
internal controls, including assessing whether there was evidence
of bias by the directors that may have represented a risk of
material misstatement.
We
undertook
substantive
audit
testing
on
significant
transactions, balances and disclosures based on our assessment
of materiality and risk.
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) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in
the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
financial statements, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. This is not a
complete list of all risks identified during our audit.
We have determined the matters described below to be the key
audit matters to be communicated in our audit report.
Key Audit Matters
How our scope addressed this matter
Carrying value of the investment portfolio
At 31 December 2024, the valuation of the investment
portfolio was £3,927,180 (2023: £ 4,374,302) as shown in
note 8 of the financial statements.
All holdings are in quoted investments, and as such are not
considered to be of high risk of material misstatement or
management bias through judgement or estimate due to
readily available market prices. However, due to their
materiality in the context of the financial statements as a
whole, the portfolio valuation is considered a key audit
matter.
There is a risk that the carrying value of the investments is
incorrect and the unrealised gains and losses in the year
have been incorrectly recorded. Additionally there is a risk
that the number of shares held in those investments is
misstated.
Our audit work included, but was not restricted to:
•
Obtaining a list of investments held at fair value through profit and loss
from the Company and reconciling it to the general ledger and the
financial statements.
•
Obtaining confirmations from the custodian, regarding the existence
and ownership of the investments as at the reporting date.
•
Testing the fair value of all of the year-end investments by reference to
independent market price information.
•
Reviewing the Company’s accounting policy and disclosures in the
financial statements for investments held at fair value through profit
and loss and ensuring compliance with the applicable accounting
standards and regulatory requirements.
•
Obtaining a list of all acquisitions and disposals during the period and
reconciling it to the custodian records. Inspecting the contracts that
related to the acquisition and disposal of investments and agreeing the
prices to independent market prices, and the relevant cash movements.
28 | Athelney Trust plc | Annual Report 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
Continued
•
Testing the accuracy and completeness of the recognition and
measurement of all the gains and losses on fair value movements of the
investments in profit or loss.
•
Confirming the appropriateness of the classification and presentation
of the fair value gains and losses in the financial statements.
•
Sample testing investment valuations throughout the period to ensure
no evidence of misstatement which would impact the investment
manager (director) fees.
Key observations:
Based on the procedures performed, we did not identify any material
misstatements in the valuation of the Company’s investment portfolio as at the
reporting date, or throughout the period, and we concluded that adequate
disclosures have been included in the financial statements.
Non-compliance with laws and regulations
As the Company is both listed on the London Stock
Exchange and holds Investment Trust status under the S446
Corporation Tax Act 2010, there are rules and regulations
that the Company must adhere to. A potential breach of the
listing rules and Investment Trust status rules may lead to
the Company losing its Trust status and its associated tax
benefits.
Our audit work included, but was not restricted to:
•
Enquiries
of
management
and
reviewing
the
design
and
implementation of controls around the ongoing internal assessment
and monitoring of Investment Trust Status compliance and
management’s review of this on a regular basis.
•
Testing the conditions for maintaining approval as an investment Trust
as set out by HMRC, being a 15% maximum limit on retention of income
and revenue expenses after dividends and a minimum 35% of its shares
must be owned by the general public and traded on a recognized stock
exchange. We critically assessed each of the conditions for maintaining
approval to assess whether it has been met as at the year- end.
•
We have considered and appraised the assumptions made by
management in their forecast of realised distributable accumulated
profits to 31 March 2025, which were used in their consideration of the
proposed final dividend payment.
Key observations:
Based on our review of the documentation maintained, we have not identified
any non-compliance with the listing and Investment Trust rules during the period
and at the year-end which would lead to approval being removed and we
concluded that adequate disclosures have been included in the financial
statements.
Our application of materiality
The scope and focus of our audit were influenced by our assessment
and application of materiality. We define materiality as the magnitude
of misstatement or omission that could reasonably be expected to
influence the readers and the economic decisions of the users of the
financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the
financial statements as a whole. We apply the concept of materiality
both in planning and performing our audit, and in evaluating the effect
of misstatements.
Based on our professional judgement we determined materiality for
the 2024 financial statements as a whole and performance materiality
as follows:
Financial statements
Materiality
£40,600
Basis for determining materiality
1% of Gross Assets
29 | Athelney Trust plc | Annual Report 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
Continued
Rationale for the benchmark applied.
Athelney Trust plc is a UK-based investment company that focuses on providing
long term growth in dividends and capital. This is driven by holdings and
performance in the investment portfolio. Gross assets have been selected as the
chosen benchmark for materiality as the investment portfolio forms a significant
part of the Company's gross assets and is a key performance metric assessed by
management and one which the users of the financial statements are likely to
focus.
We have chosen this benchmark, based on the wider audit industry using 1%- 2%
as a common threshold for gross assets of this nature. Using the lower end of the
threshold reflects the fact that we are auditing Athelney Trust PLC for the first
year.
Performance materiality
£20,300
Basis for determining performance materiality
50% of overall materiality
Rationale for the benchmark applied
We considered a number of factors:
•
We are auditing Athelney Trust PLC for the first year.
•
Athelney Trust PLC is a public interest entity with a listing on the main
market of the London Stock Exchange.
The audit team has set specific levels of overall materiality for:
-
Income from investments and revenue related expenses. This has
been determined as £10,000 (being 5% of revenue) and
performance materiality to be 50% of this figure, at £5,000. This
amount was determined after considering the predictability of
income and revenue expenses.
-
Directors’ remuneration. This has been determined as £5,000 and
performance materiality to be 50% of this figure, at £2,500. This
amount was determined after considering the level of each
individual director’s remuneration.
We agreed with the Audit Committee that we would report to them all
individual audit differences in excess of £2,030. We also agreed to
report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
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 the following
procedures:
•
We have critically assessed the directors’ 12 month forecast
and 3-year viability forecasts, which are prepared based on
current financial performance and operational expectations
and assessed the Company’s ability to meet its liabilities as they
fall due, including but not limited to, other external factors that
in our opinion might affect the going concern status of the
Company.
•
We have evaluated the key assumptions in the forecast, which are
consistent with our knowledge of the business and considered
whether these are supported by the evidence provided.
•
We assessed management’s ability to prepare accurate forecasts
by comparing the 2024 forecast, against the actual results of the
year ended 31 December 2024.
•
We examined the results of the stress testing performed by the
directors in relation to the 3 year viability plan and assessed whether
they were appropriate for the business.
•
We examined the disclosures in the financial statements relating
to the going concern basis of preparation and the explanation of
the directors’ assessment in light of the evidence obtained.
•
We examined and critically assessed the liquidity of the invested
shares at the current prevailing market price.
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 Company’s reporting on how it 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.
30 | Athelney Trust plc | Annual Report 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
Continued
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 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.
If we identify such material inconsistencies or apparent material
misstatements, we are required to 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.
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 Report of
the Directors for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
•
the Strategic Report and the Report of the Directors have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception.
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 material misstatements in the Strategic Report or the
Report of the Directors.
We have nothing to report in respect of the following matters where
the Companies Act 2006 requires us to report to you if, in our
opinion:
•
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 and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are
not made; or
•
we have not received all the information and explanations we
require for our audit.
Corporate Governance statement
We have reviewed 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 by the Listing Rules.
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:
•
Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 21;
•
Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 21;
•
Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 21;
•
Directors' statement on fair, balanced and understandable as
set out on page 23;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on pages
14-15;
•
Section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 19 and;
•
Section describing the work of the audit committee set out on
pages 17-18.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement
set out on page 23, 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.
31 | Athelney Trust plc | Annual Report 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ATHELNEY TRUST PLC
Continued
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 aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
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.
The objectives of our audit in respect of fraud, are to identify and assess
the risks of material misstatement of the financial statements due to
fraud; to obtain sufficient appropriate audit evidence regarding the
assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses to those assessed risks; and to
respond appropriately to instances of fraud or suspected fraud
identified during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both management and
those charged with governance of the Company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory
requirements applicable to the Company and considered that the
most significant are the Companies Act 2006, FRS 102, the
Association of Investment Companies (AIC) Statement of
Recommended Practice, the Listing Rules, the Disclosure and
Transparency Rules, compliance with HMRC conditions for
Investment Trust Status and UK taxation legislation.
• We obtained an understanding of how the Company complies with
these requirements by discussions with management and those
charged with governance.
• We assessed the risk of material misstatement of the financial
statements, including the risk of material misstatement due to
fraud and how it might occur, by holding discussions with
management and those charged with governance.
• We inquired of management and those charged with governance as
to any known instances of non-compliance or suspected non-
compliance with laws and regulations and any known or suspected
instances of fraud.
• We reviewed minutes of meetings of those charged with
governance throughout the period and post period date for
instances of non-compliance with laws and regulations and for any
known or suspected instances of fraud.
• We had discussions amongst the audit engagement team as to how
and where fraud might occur in the financial statements, and the
incentives for fraud.
•
Based on this understanding, we designed specific appropriate
audit procedures to identify instances of non- compliance with
laws and regulations, and designed specific procedures over
balances and transactions most susceptible to fraud. This
included (but was not limited to) making enquiries of
management and those charged with governance, using data
analytics to review higher risk transactions both during the
year and at the year-end in the preparation of the financial
statements and obtaining additional corroborative evidence as
required.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the
FRC’s website at: https://www.frc.org.uk/auditorsresponsibilities
This description forms part of our auditor’s report.
Other matters which we are required to address.
We were appointed by the Directors on 10 October 2024 to audit
the financial statements for the period ending 31 December 2024.
This is the first year of our appointment.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent of
the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the
audit committee.
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 for no purpose other
than to draw to the attention of the company’s members those
matters which we are required to include in an auditor’s report
addressed to them. To the fullest extent permitted by law, we do
not accept or assume responsibility to any party other than the
company and company’s members as a body, for our work, for this
report, or for the opinions we have formed.
Zoe Fitchett BSc FCA (Senior Statutory Auditor)
For and on behalf of
Beever and Struthers
Chartered Accountants & Statutory Auditor
One Express
1 George Leigh Street
Manchester
M4 5DL
11 March 2025
32 | Athelney Trust plc | Annual Report 2024
Income Statement
For the Year Ended 31 December 2024
2024
2023
Note
Revenue
Capital
Total
Revenue
Capital
Total
£
£
£
£
£
£
Losses on
investments held at
fair value
8
-
(310,888)
(310,888)
-
(57,725)
(57,725)
Income from
investments
2
202,843
-
202,843
219,366
-
219,366
Investment
management
expenses
3
(3,133)
(29,980)
(33,113)
(3,419)
(31,019)
(34,438)
Other expenses
3
(40,154)
(101,384)
(141,538)
(48,254)
(91,604)
(139,858)
Net return on
ordinary activities
before taxation
159,556
(442,252)
(282,696)
167,693
(180,348)
(12,655)
Taxation
5
(448)
-
(448)
(623)
-
(623)
Net return (negative
return) on ordinary
activities after
taxation
6
159,108
(442,252)
(283,144)
167,070
(180,348)
(13,278)
Net return per
ordinary share
6
7.4p
(20.5)p
(13.1)p
7.7p
(8.3p)
(0.6p)
Dividend per
ordinary share paid
during the year
7
9.9p
9.7p
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with
applicable Financial Reporting Standards (“FRS”). The supplementary revenue return and capital return columns are prepared in
accordance with the Statement of Recommended Practice (“AIC SORP”) issued in July 2022 by the Association of Investment
Companies.
The notes on pages 36 to 40 form part of these financial statements.
33 | Athelney Trust plc | Annual Report 2024
Statement of Financial Position
As at 31 December 2024
Company Number: 02933559
Note
2024
2023
£
£
Fixed assets
Investments held at fair value through profit and
loss
8
3,927,180
4,374,302
Current assets
Debtors
9
91,471
137,709
Cash at bank and in hand
43,669
40,347
135,140
178,056
Creditors: amounts falling due within one year
10
(47,124)
(40,388)
Net current assets
88,016
137,668
Total assets less current liabilities
4,015,196
4,511,970
Net assets
4,015,196
4,511,970
Capital and reserves
Called up share capital
11
539,470
539,470
Share premium account
881,087
881,087
Other reserves (non distributable)
Capital reserve - realised
2,385,266
2,467,624
Capital reserve - unrealised
93,312
453,206
Revenue reserve (distributable)
116,061
170,583
Shareholders' funds - all equity
4,015,196
4,511,970
Net Asset Value per share
13
186.1p
209.1p
These financial statements were approved and authorised for issue by the Board of Directors on 11 March 2025 and signed on their behalf
by
Dr Manny Pohl AM
Managing Director
The notes on pages 36 to 40 form part of these financial statements.
34 | Athelney Trust plc | Annual Report 2024
Statement of Changes in Equity
For the Year Ended 31 December 2024
Called-up
Capital
Capital
Total
Share
Share
reserve
reserve
Revenue
Shareholders’
Capital
Premium
realised
unrealised
reserve
Funds
£
£
£
£
£
£
Balance brought forward at
1 January 2023
539,470
881,087
2,539,394
561,784
212,827
4,734,562
Net profits on realisation
of investments
-
-
50,853
-
-
50,853
Decrease in unrealised
Appreciation
-
-
-
(108,578)
-
(108,578)
Expenses allocated to
Capital
-
-
(122,623)
-
-
(122,623)
Profit for the year
-
-
-
-
167,070
167,070
Dividend paid in year
-
-
-
-
(209,314)
(209,314)
Shareholders’ Funds at 31
December 2023
539,470
881,087
2,467,624
453,206
170,583
4,511,970
Balance brought forward at
1 January 2024
539,470
881,087
2,467,624
453,206
170,583
4,511,970
Net profits on realisation
of investments
-
-
49,006
-
-
49,006
Decrease in unrealised
Appreciation
-
-
-
(359,894)
-
(359,894)
Expenses allocated to
Capital
-
-
(131,364)
-
-
(131,364)
Profit for the year
-
-
-
-
159,108
159,108
Dividend paid in year
-
-
-
-
(213,630)
(213,630)
Shareholders’ Funds at 31
December 2024
539,470
881,087
2,385,266
93,312
116,061
4,015,196
The notes on pages 36 to 40 form part of these financial statements.
35 | Athelney Trust plc | Annual Report 2024
Statement of Cash Flows
For the Year Ended 31 December 2024
2023
2023
£
£
Cash flows used in operating activities
Net revenue return
159,108
167,070
Adjustment for:
Expenses charged to capital
(131,364)
(122,623)
Increase/(decrease) in creditors
6,736
23,303
Decrease/(increase) in debtors
46,238
405,592
Cash received/(used) in operations
80,718
473,342
Cash flows from investing activities
Purchase of investments
(998,640)
(906,775)
Proceeds from sales of investments
1,134,874
655,733
Net cash (used)/received from investing activities
136,234
(251,042)
Cash flows from financing activities
Equity dividends paid
(213,630)
(209,314)
Net cash (used)/received from financing activities
(213,630)
(209,314)
Net increase/(decrease) in cash
3,322
12,986
Cash at the beginning of the year
40,347
27,361
Cash at the end of the year
43,669
40,347
As the company does not have any loans, overdrafts or hire purchase arrangements, net debt is equal to cash and therefore no
reconciliation of net debt has been disclosed.
The notes on pages 36 to 40 form part of these financial statements.
36 | Athelney Trust plc | Annual Report 2024
Notes to the Financial Statements
For the Year Ended 31 December 2024
1. Accounting Policies
Athelney Trust Plc is a public limited company, incorporated in
England and Wales, registration number 02933559, The address of
the registered office is Waterside Court, Falmouth Road, Penryn,
Cornwall TR10 8AW.
1.1 Statement of Compliance and Basis of Preparation of Financial
Statements
The financial statements are prepared in accordance with applicable
United Kingdom accounting standards, including Financial Reporting
Standard 102 (“FRS 102”), the Companies Act 2006 and with the AIC
Statement of Recommended Practice (“SORP”) issued in July 2022,
regarding the Financial Statements of Investment Trust Companies
and Venture Capital Trusts. All the Company’s activities are
continuing.
The presentation currency of the financial statements is pounds
sterling, being the functional currency of the primary economic
environment in which the company operates. Monetary amounts in
these financial statements are rounded to the nearest pound.
1.2 Going concern
The Directors have made an assessment of the Company’s ability to
continue as a going concern. This has included consideration of
portfolio liquidity, the financial position in respect of its cashflows,
the working arrangements of key service providers, the continued
eligibility to be approved as an investment trust company, the
impact of the current economic environment and the current
conflicts in the Ukraine and the Middle East. In addition the Directors
are not aware of any material uncertainties that may cast significant
doubt upon the Company’s ability to continue as a going concern.
The Directors are satisfied that the Company has sufficient resources
to continue in business for the foreseeable future being a period of
at least 12 months from the date these financial statements were
approved. Therefore, the financial statements have been prepared
on the going concern basis.
1.3 Income
Income from investments including taxes deducted at source is
recognised when the right to the return is established (normally the
ex-dividend date). UK dividend income is reported net of tax credits
in accordance with FRS 102 section 23 “Revenue”. Interest is dealt
with on an accruals basis.
1.4 Investment Management Expenses
All three Directors are involved in investment management, 10% of
their salaries or fees have been charged to revenue and the other
90% to capital. A fixed percentage of all other investment
management expenses have been charged to capital. The Board
propose continuing this basis for future years.
1.5 Other Expenses
Expenses (including VAT) and interest payable are dealt with on an
accruals basis and charged through the Revenue and Capital
Accounts in an allocation that the Board consider to be a fair
distribution of the costs incurred.
1.6 Taxation
The tax effect of different items of income and expenses is allocated
between capital and revenue on the same basis as the particular item
to which it relates, using the Company’s effective rate of tax for the
year.
1.7 Investments
Listed investments comprise those listed on the Official List of the
London Stock Exchange. Unlisted investments are traded on AIM or
AQSE. Profits or losses on sales of investments are taken to realised
capital reserve. Any unrealised appreciation or depreciation is taken
to unrealised capital reserve.
Investments have been classified as “fair value through profit and
loss” upon initial recognition.
Subsequent to initial recognition, investments are measured at fair
value with changes in fair value recognised in the Income Statement.
Securities of companies quoted on a recognised stock exchange are
valued by reference to their quoted bid prices on 31 December.
1.8 Judgements and estimates
The Directors confirm that judgements and estimates have been made
in allocating revenue and capital expenditure. In certain instances, the
Directors have exercised judgement in allocating specific costs
between capital and revenue. This judgement, consistently applied for
many years, considers the business effect, the nature of the work
undertaken, and whether the time and effort expended contributes to
capital growth or revenue generation. In some cases this approach
departs from the AIC Statement of Recommended Practice (SORP)
issued in July 2022, on allocating certain expenses to capital.
1.9 Deferred Taxation
Deferred tax is recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date.
Deferred tax liabilities are recognised for all taxable timing
differences but deferred tax assets are only recognised if it is
considered more likely than not that there will be suitable profits
from which the future reversal of the underlying timing differences
can be deducted. Deferred tax assets and liabilities are calculated at
the tax rates expected to be effective at the time the timing
differences are expected to reverse. Deferred tax assets and
liabilities are not discounted.
1.10 Capital Reserves
Capital Reserve – Realised
Gains and losses on realisation of fixed asset investments are dealt
with in this reserve. As per the company articles the reserve is not
readily distributable.
Capital Reserve – Unrealised
Increases and decreases in the valuations of fixed asset investments
are dealt with in this reserve. Unrealised capital reserves cannot be
distributed by way of dividends or similar.
1.11 Dividends
In accordance with FRS 102 Section 32“ Events after the end of the
Reporting Period”, dividends are included in the financial statements
in the year in which they go ex-div.
1.12 Share Issue Expenses
The costs associated with issuing shares are written off against any
premium arising on the issue of Share Capital.
1.13 Financial Instruments
Short term debtors and creditors are held at cost.
37 | Athelney Trust plc | Annual Report 2024
Notes to the Financial Statements
For the Year Ended 31 December 2024 (continued)
2. Income
Income from investments
2024
2023
£
£
UK dividend income
134,278
140,588
Foreign dividend income
-
2,160
UK Property REITs
66,205
73,339
Bank interest
2,360
3,279
Total income
202,843
219,366
UK dividend income
2024
2023
£
£
UK Main Market listed investments
86,777
105,608
UK AIM-traded shares
47,501
34,980
134,278
140,588
3. Return on Ordinary Activities before Taxation
The following amounts (inclusive of VAT) are included within
investment management and other expenses:
2024
2023
£
£
Directors’ remuneration:
Services as a director
21,000
21,000
Otherwise in connection with
management
31,325
34,193
Auditor’s remuneration:
Audit Services - Statutory audit
Beever and Struthers
42,000
-
Moore Kingston and Smith
2,460
46,140
Miscellaneous expenses:
Management services
32,472
32,472
PR and communications
4,383
2,225
Stock exchange subscription
12,780
12,000
Sundry investment management and
other expenses
28,231
24,826
Legal fees
-
1,440
174,651
174,296
4. Employees and Directors’ Remuneration
2024
2023
£
£
Costs in respect of Directors:
Non-executive Directors’ fees
21,000
21,000
Wages and salaries
31,325
34,193
52,325
55,193
Average number of employees:
Chair
-
-
Investment
1
1
Administration
-
-
1
1
5. Taxation
Current tax:
2024
2023
£
£
Uk current tax expense
448
623
Tax on profit
448
623
(ii) Factors affecting the tax charge for the year.
The tax charge for the period is higher than (2023: higher than) the
average small company rate of corporation tax in the UK of 19 per
cent. The differences are explained below:
2024
2023
£
£
Total return on ordinary activities
before tax
(282,696)
(12,655)
Total return on ordinary activities
multiplied by the average small
company rate of corporation tax
19% (2023: 19%)
(53,712)
(2,404)
Effects of:
UK dividend income not taxable
(25,513)
(26.686)
Revaluation of shares not taxable
68,380
20,630
Capital gains not taxable
(9,311)
(9,662)
Unrelieved management expenses
20,604
18,745
Current tax charge for the year
448
623
The Company has unrelieved excess revenue management expenses
of £889,360 at 31 December 2024 (2023: £780,914) and £102,597
(2023: £102,597) of capital losses for Corporation Tax purposes which
are available to be carried forward to future years. It is unlikely that
the Company will generate sufficient taxable profits in the future to
utilise these expenses and therefore no deferred tax asset has been
recognised.
Historically the Company has received approval from HM Revenue and
Customs under Section 1158 of the Corporation Tax Act 2010, as a
result of this approval the Company is not liable to Corporation Tax on
any realised investment gains. The Directors intend to continue to
meet the conditions required to obtain approval and therefore no
deferred tax has been provided on any capital gains or losses arising
on the revaluation or disposal of investments.
The Directors are fully aware that the Company is not a close
company and of the rules associated with this status. The Company
holds its Investment Trust status under the S446 Corporation Tax Act
2010 exemption because more than 35% of the company’s shares are
held by the public and have been actively traded in the past 12
months on the London Stock Exchange and this is regularly reviewed
by the Directors.
38 | Athelney Trust plc | Annual Report 2024
Notes to the Financial Statements
For the Year Ended 31 December 2024 (continued)
6. Return per Ordinary Share
Returns per share are based on the weighted average number of shares
in issue during the year.
2024
£
£
£
Revenue
Capital
Total
Attributable return on
ordinary activities after
taxation
159,108
(442,252)
(283,144)
Weighted average
number of shares
2,157,881
Return per ordinary
share
7.4p
(20.5p)
(13.1p)
2023
£
£
£
Revenue
Capital
Total
Attributable return on
ordinary activities after
taxation
167,070
(180,348)
(13,278)
Weighted average
number of shares
2,157,881
Return per ordinary
share
7.7p
(8.3p)
(0.6p)
7. Dividend
2024
2023
£
£
Final dividend in respect of 2023 of
7.6p (2023: a final dividend of 7.5p
was paid in respect of 2022) per
share
163,999
161,841
Interim dividend in respect of 2024
of 2.3p (2023: an interim dividend
of 2.2p was paid in respect of 2023)
per share
49,631
47,473
213,630
209,314
The Company’s status as an Investment Trust under Section 1158 of
the Corporation Tax Act requires that no more than 15% of the
distributable revenue profits in a year can be retained from the
revenue available for distribution in that year. Revenue profits for the
year were £159,108.
An interim dividend of 2.3p per ordinary share was paid on 27
September 2024 amounting to £49,631. It is recommended that a final
dividend of 7.6p (2023: 7.6p) per ordinary share be paid totaling
£163,999 making the total dividend payable in the year £213,630. In
deciding on the proposed final dividend, the Directors have
considered the expected accumulated realised distributable profits to
31 March 2025 and concluded these will be in excess of the proposed
dividend.
For the year 2023, a final dividend of 7.6p was paid on 8 April 2024
amounting to a total of £163,999. An interim dividend of 2.2p per
ordinary share was paid on 23 September 2023 amounting to
£47,473 making the total dividend paid in the year £211,472.
Summary of dividends paid for the last 10 financial years
Ex-div date
Dividend
Type
Amount
Financial
Year
10/04/2025
Proposed
7.6p
2024
12/09/2024
Interim
2.3p
2024
08/03/2024
Final
7.6p
2023
07/09/2023
06/04/2023
Interim
Final
2.2p
7.5p
2023
2022
08/09/2022
Interim
2.1p
2022
10/03/2022
Final
7.5p
2021
09/09/2021
Interim
2.0p
2021
11/03/2021
Final
7.7p
2020
10/09/2020
Interim
1.7p
2020
19/03/2020
Final
9.3p
2019
20/03/2019
Final
9.1p
2018
01/03/2018
Final
8.9p
2017
09/03/2017
Final
8.6p
2016
17/03/2016
Final
7.9p
2015
19/03/2015
Final
6.7p
2014
8. Investments
Movements in year
2024
2023
£
£
Valuation at beginning of
year
4,374,302
4,180,985
Purchases at cost
998,640
906,775
Sales - proceeds (1,134,874)
(655.733)
- realised gains on sales
49,006
50,853
Decrease
in
unrealised
appreciation
(359,894)
(108,578)
Valuation at end of year
3,927,180
4,374,302
Book cost at end of year
3,833,868
3,921,097
Unrealised appreciation at
the end of the year
93,312
453,205
3,927,180
4,374.302
UK
Main
Market
listed
investments
2,870,580
2,886,362
UK AIM-traded shares
1,056,600
1,487,940
3,927,180
4,374,302
39 | Athelney Trust plc | Annual Report 2024
Notes to the Financial Statements
For the Year Ended 31 December 2024 (continued)
Gains on investments
2024
2023
£
£
Realised gains on sales
49,006
50,853
Decrease in unrealised appreciation
(359,894)
(108,578)
(310,888)
(57,725)
The purchase costs and sales proceeds above include transaction costs
of £9,047 (2023: £5,429) and £5,979 (2023: £2,795) respectively.
9. Debtors
2024
2023
£
£
Investment transaction debtors
70,002
104,128
Other debtors
21,469
33,581
91,471
137,709
10. Creditors: amounts falling due within one
year
2024
2023
£
£
Social security and other taxes
98
700
Other creditors
2,850
2,880
Accruals and deferred income
44,176
36,808
47,124
40,388
11. Called Up Share Capital
2024
2023
£
£
Authorised
10,000,000 Ordinary Shares of 25p
2,500,000
2,500,000
Allotted, called up and fully paid
2,157,881 Ordinary Shares of 25p
539,470
539,470
12. Financial Instruments
The Company’s financial instruments comprise equity investments, cash
balances and debtors and creditors that arise directly from its
operations, for example, in respect of sales and purchases awaiting
settlement.
The major risks associated with the Company are market, credit and
liquidity risk. The Company has established a framework for managing
these risks. The Directors have guidelines for the management of
investments and financial instruments.
Market Risk
Market price risk arises mainly from uncertainty about future prices of
financial investments used in the Company’s business. It represents the
potential loss the Company might suffer through holding market
positions by way of price movements other than movements in
exchange rates and interest rates.
The Company’s investment portfolio is exposed to market
price fluctuations which are monitored by the Fund Manager
who gives timely reports of relevant information to the
Directors.
Adherence to the investment objectives and the internal
controls on investments set by the Company mitigates the risk
of excessive exposure to any one particular type of security or
issuer.
The Company’s exposure to other changes in market prices at
31 December on its investments is as follows:
A 20% decrease in the market value of investments at 31
December 2024 would have decreased net assets attributable
shareholders by 37 pence per share (2023: 47 pence per
share). An increase of the same percentage would have an
equal but opposite effect on net assets attributable to
shareholders.
Market risk also arises from changes in interest rates and
exchange risk. All of the Company’s assets are in sterling and
accordingly the Company has limited currency exposure. The
majority of the Company’s financial assets are non-interest
bearing, as a result, the Company’s financial assets are not
subject to significant risk due to fluctuations in the prevailing
levels of market interest rates.
The carrying amounts of financial assets best represent the
maximum credit risk exposure at the balance sheet date.
Bankruptcy or insolvency of the custodian may cause the
Company’s rights with respect to securities held with the
custodian to be delayed.
Liquidity Risk
Liquidity Risk is the risk that the Company may have difficulty
in meeting obligations associated with financial liabilities. The
Company is able to reposition its investment portfolio when
required so as to accommodate liquidity needs. However, it
may be difficult to realise its investment portfolio in adverse
market conditions.
Maturity Analysis of Financial Liabilities
The Company’s financial liabilities consist of creditors as
disclosed in note 10. All items are due within one year.
Capital management policies and procedures
The Company’s capital management objectives are:
• to ensure the Company’s ability to continue as a going
concern;
• to provide an adequate return to shareholders;
• to support the Company’s stability and growth;
• to provide capital for the purpose of further
investments.
40 | Athelney Trust plc | Annual Report 2024
Notes to the Financial Statements
For the Year Ended 31 December 2024 (continued)
The Company actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure, taking into
consideration the future capital requirements of the Company and
capital efficiency, projected operating cash flows and projected
strategic investment opportunities. The management regards capital as
total equity and reserves, for capital management purposes.
Fair values of financial assets and financial liabilities
Fixed asset investments (see note 8) are valued at market bid price
where available which equates to their fair values. The fair values of all
other assets and liabilities are represented by their carrying values in
the balance sheet.
2024
2023
£
£
Fair value through profit or loss
investments
3,927,180
4,374,302
Financial instruments by category
The financial instruments of the Company fall into the following
categories
31 December 2024
At
Amortised
Cost
Assets at
fair value
through
profit or
loss
Total
Assets
£
£
£
Investments
-
3,927,180
3,927,180
Debtors
91,471
-
91,471
Total
91,471
3,927,180
4,018,651
Liabilities
Creditors
47,026
-
47,026
Total
47,026
-
47,026
31 December 2023
At Amortised
Cost
Assets at
fair value
through
profit or
loss
Total
Assets
£
£
£
Investments
-
4,374,302
4,374,302
Debtors
137,709
-
137,709
Cash at bank
40,347
-
40,347
Total
178,056
4,374,302
4,552,358
Liabilities
Creditors
39,688
-
39,688
Total
39,688
-
39,688
Fair value hierarchy
In accordance with FRS 102, the Company must disclose the fair
value hierarchy of financial instruments.
The fair value hierarchy consists of the following three
classifications:
Classification 1 – Quoted prices in active markets for identical
assets or liabilities.
Quoted in an active market in this context means quoted prices
are readily and regularly available and those prices represent
actual and regularly occurring market transactions on an arm’s
length basis.
Classification 2 – The price of a recent transaction for an
identical asset, where quoted prices are unavailable.
The price of a recent transaction for an identical asset provides
evidence of fair value as long as there has not been a significant
change in economic circumstances or a significant lapse of time
since the transaction took place. If it can be demonstrated that
the last transaction price is not a good estimate of fair value
(e.g. because it reflects the amount that an entity would receive
or pay in a forced transaction, involuntary liquidation or distress
sale), that price is adjusted.
Classification 3 – Inputs for the asset or liability that are based
on observable market data and unobservable market data, to
estimate what the transaction price would have been on the
measurement data in an arm’s length exchange motivated by
normal business considerations.
The Company only holds classification 1 investments (2023:
classification 1 investments only).
13. Net Asset Value per Share
The net asset value per share is based on net assets of
£4,015,196 (2023: £4,511.970) divided by 2,157,881 (2023:
2,157,881) ordinary shares in issue at the year end.
2024
2023
£
£
Net asset value per
share
186.1p
209.1p
14. Dividends paid to Directors
During the year the following dividends were paid to the
Directors of the Company as a result of their total
shareholding:
Dr E C Pohl AM
£8,514¹
Simon Moore
£6,682
Frank Ashton
£ 228
Notes:
1.
Manny Pohl’s relationship with EC Pohl & Co Pty Ltd
is described in Note 1 to the table of Directors’
interests on page 25. During the year dividends
amounting to £8,514 were paid to EC Pohl & Co Pty
Ltd.
15. Events after the balance sheet date
From 1 January 2025, the company has moved its investment
management from internal fund management by Dr E C Pohl, to
external management by EC Pohl and Co Pty Limited. The
Company will cease to be an Alternative Investment Fund
Manager, this role passing to EC Pohl and Co Pty. The
investment management fee will be performance based.
41 | Athelney Trust plc | Annual Report 2024
Officers and Financial Advisors
Directors:
Mr F Ashton (Chair)
Email: frankashton@athelneytrust.co.uk
Dr E C Pohl
Email: mannypohl@athelneytrust.co.uk
Mr S Moore
Email: simonmoore@athelneytrust.co.uk
Secretary:
Mrs D Warburton
Email: secretary@athelneytrust.co.uk
Waterside Court
Tel: 01326 378 288
Falmouth Road
Penryn
Cornwall, TR10 8AW
Registered Office:
Waterside Court
Email: info@athelneytrust.co.uk
Falmouth Road
Tel: 01326 378 288
Penryn
Website: http://www.athelneytrust.co.uk
Cornwall, TR10 8AW
Company Number: 02933559
(Incorporated and registered in England)
Solicitor:
Druces LLP
Email: d.smith@druces.com
Salisbury House
Tel: 020 7638 9271
London Wall
London
EC2M 5PS
Stockbroker:
James Sharp & Co
Email: mail@jamessharp.co.uk
5 Bank Street
Tel: 0161 764 4043
Bury
Lancashire, BL9 0DN
Auditor:
Beever and Struthers
Email: zfitchett@beeverstruthers.co.uk
Chartered Accountants
Tel: 03330 910411
One Express
1 George Leight Street
Ancoats
Manchester
M4 5DL
Banker:
HSBC Bank Plc
Registrar:
Share Registrars Limited
Email: peter@shareregistrars.uk.com
3 Millennium Centre
Tel: 01252 821 390
Crosby Way
Farnham
Surrey, GU9 7XX
42 | Athelney Trust plc | Annual Report 2024
Company number
02933559
Athelney Trust
Waterside Court, Falmouth Road
Penryn, Cornwall TR10 8AW
athelneytrust.co.uk