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