MOBIUS INVESTMENT
TRUST
ANNUAL REPORT OF MOBIUS
INVESTMENT TRUST PLC
FOR THE YEAR ENDED 30 NOVEMBER
2024
Mobius Investment Trust plc
(the "Company" or "MMIT") today announces audited
results
for the year ended 30
November 2024
FINANCIAL HIGHLIGHTS
|
As at
|
As at
|
|
|
30 November
|
30 November
|
|
|
2024
|
2023
|
% change
|
Net Asset Value per Ordinary
share†
|
150.4p
|
144.3p
|
+4.2%
|
Share price
|
138.0p
|
132.5p
|
+4.2%
|
Discount to Net Asset Value per
share^
|
8.2%
|
8.2%
|
-
|
† UK
GAAP measure
^
Alternative performance measure, see Glossary.
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
Net Asset Value per Ordinary share
total return*^
|
+5.2%
|
+8.5%
|
Share price total
return*^
|
+5.1%
|
+2.1%
|
Ongoing charges^
|
1.4%
|
1.5%
|
Dividend per share -
final
|
1.7p
|
1.25p
|
* Source: Frostrow Capital
LLP.
^
Alternative performance measure, see Glossary.
CHAIRMAN'S STATEMENT
Introduction
Dear Shareholders,
This annual report of Mobius
Investment Trust plc ("MMIT") covers the period from 1 December
2023 to 30 November 2024.
Looking back on 2024, we reflect on
a year shaped by market volatility, geopolitical tensions,
elections in more than 50 countries with over 1.5 billion
people going to the polls and notably in the USA, interest rate
uncertainty, structural challenges and stimulus measures in China,
and tech-driven volatility spikes. However, 2024 was not solely
defined by uncertainty - it also brought encouraging signs,
including the global trend of slowing inflation and the beginning
of interest rate cutting cycles, developments which are expected to
boost consumer demand and support economic recovery.
On behalf of the MMIT Board, I would
like to extend our heartfelt gratitude to all our investors for
your steadfast support and trust in our strategy during these
dynamic times. The Board is pleased to see that the MCP team has
consistently maintained their disciplined approach to stock
selection, focusing on uncovering under-researched small-and
mid-cap companies with strong competitive advantages, little to no
debt, and solid governance frameworks. We believe these companies
are strategically positioned to capitalise on emerging trends,
including innovations in critical technologies such as AI and the
recovery of consumer demand. As the Investment Manager continues to
expand, the Board is pleased to note the addition of new team
members across Marketing, Operations, and the Investment Team,
ensuring robust support for growth and strategy
implementation.
Over the reporting period, the net
asset value per share and share price of MMIT on a total return
basis increased by 5.2% and 5.1% respectively, and the discount
averaged 8.0% over the year.
The MSCI EM Mid Cap Index Net Total
Return (GBP) in turn, posted a return of 7.0%, partly driven by a
year-end rally in Chinese equities. This rally was fuelled by
monetary policy adjustments and stimulus measures introduced by the
Chinese government in September and November 2024. With MMIT's
exposure to China at c.5% (compared to c.18% for the MSCI EM Mid
Cap Index), the team maintains a cautious investment approach in
the region. China continues to face structural challenges,
including ongoing issues in its property sector, sluggish consumer
demand, and governance concerns. While recent stimulus efforts have
offered some short-term relief, the Board supports the team's
prudent decision to limit exposure, recognising that these deeper
issues will likely require time and long-term government
interventions.
During the period, the MCP team
travelled extensively and added several high-conviction ideas to
the portfolio. Asia and the technology sector remain key areas of
focus, underpinned by the team's research trips in 2024.
Conversations with experts and companies on-the-ground have
strengthened the team's conviction in ASEAN1 markets,
leading to new investments in Vietnam and Malaysia. Southeast Asia,
as a whole, is gaining momentum due to favourable demographics, a
surge in tourism, and a growing consumer base. The region is also
benefiting from the global shift in supply chains, driven by
low-cost labour and efforts to diversify away from
China.
1 Association of Southeast
Asian Nations.
Additionally, company visits have
strengthened the team's engagement efforts, which the Board closely
monitors, and have led to continued progress on several key
portfolio factors. MMIT has published its first Stewardship Report
for 2024, containing further details about engagement efforts and
proxy voting. This is available on the Company's website
www.mobiusinvestmenttrust.com. For more detailed insights into the
portfolio, strategy, and engagement activities, please refer to the
Investment Manager's Review below.
The Board sees MMIT's differentiated
active management approach as a key strength in an era dominated by
passive investing and herd behaviour. In 2024, for the first time,
total assets in U.S. passive mutual funds and ETFs exceeded those
in active funds, with a record $450 billion withdrawn from actively
managed stock funds. ETFs, known for their high liquidity, frequent
intraday trading, and tendency to amplify herd behaviour,
contribute significantly to market volatility.
Against this backdrop, MMIT's active
approach stands out, particularly in emerging markets where
research coverage is more limited, and opportunities off the beaten
track might be overlooked. By focusing on small- and mid-cap
companies with strong fundamentals - many of which are excluded
from passive strategies - MMIT's investors gain access to
well-researched businesses with minimal overlap with benchmarks and
peers. This approach not only provides a compelling diversification
opportunity but has also consistently delivered long-term
sustainable returns, generating a NAV and share price return of
57.3% and 41.6% respectively since inception (as of 31 December
2024).
We remain confident that active
strategies like MMIT's will continue to deliver superior returns
and generate alpha in a dynamic and evolving investment
landscape.
Performance
The NAV per share and share price of
MMIT increased by 5.2% and 5.1% respectively on a total return
basis over the 12‑month period to 30 November 2024, with the NAV
per share reaching a high of 154.8p on 17 October 2024 and closing
at 150.4p. The Investment
Manager's Review provides further details on portfolio and
performance. MMIT traded at an average discount to NAV of 8.0%
during the period under review, closing at a discount of 8.2% on 30
November 2024. Since inception, more than 186 engagement points
have been raised with companies, with governance being the most
focused on area. This engagement by the Investment Manager with
portfolio companies contributes to a considerable extent to the
good performance of MMIT.
The
Board
I would like to thank my fellow
Board members for their continued hard and diligent work in
supporting the effective governance oversight which is vital for
the delivery of results and the best interests of shareholders.
Whilst the Board's tenure policy does not limit the overall length
of service of any of the Directors, including the Chairman, in
order to guarantee continuity and experience, it is envisaged that
each Board member will serve a maximum term of nine years. Having
had the privilege of serving on MMIT's Board since its inception
six years ago, alongside my two fellow Board members, we have
increasingly focused on succession planning over the past year. As
a result we have appointed Diana Dyer Bartlett who has many years
of experience in the private and listed companies sector as auditor
and financial professional. This addition will ensure a
smooth transition in the Board and a phased succession of members
who will eventually step down to maintain our Board composition
with full independence and the right mix of competencies and
diversity.
Diana is expected to join the Board
of MMIT with effect from 17 March 2025 and will succeed as the
Chair of the Audit Committee following the Company's Annual General
Meeting (AGM), at the end of which Christopher Casey will
retire.
After qualifying as a chartered
accountant with Deloitte Haskins & Sells, Diana spent five
years in investment banking with Hill Samuel. Since then, she has
held a number of executive roles including as finance director of
various venture capital and private equity backed businesses and
listed companies involved in software, financial services,
renewable energy and coal mining. She was also Company Secretary of
Tullett Prebon plc and Collins Stewart Tullett plc. She is
currently also a non-executive director and audit committee chair
of Smithson Investment Trust plc and Mid Wynd International
Investment Trust plc as well as senior independent non-executive
director and audit and risk committee chairman of Schroder British
Opportunities Trust plc.
As part of the transition process,
Gyula Schuch has kindly taken over from Christopher Casey as Senior
Independent Director. This was announced on 13 January 2025 and I
thank Christopher for his support as Senior Independent Director
during the past years.
Another key priority for the Board
is to maintain a close communication with all our investors and I
have enjoyed meeting many of our shareholders at the MMIT Investor
Day and AGM. I hope this dialogue can continue and please do
not hesitate to reach out anytime if you have questions or
concerns.
Dividend
The Company made a revenue profit
during the year and, as a result, the Board recommends to
shareholders the payment of a final dividend which allows MMIT to
comply with the investment trust rules regarding distributable
income. Subject to these rules, any dividends and distributions
will continue to be at the discretion of the Board from time to
time.
Furthermore, one of MMIT's investee
companies has paid a special dividend, making up c.26.0% of MMIT's
revenue profits, which will be paid out as part of the final
dividend under investment trust rules. Also in coming years, the
Board will seek to continue to pass on to shareholders any similar
exceptional or one-off revenue gains as dividends.
At the forthcoming AGM the Board
proposes a final dividend of 1.7 pence per ordinary share which
will be paid on 28 May 2025 to shareholders on the register as of 2
May 2025. The associated ex-dividend date will be 1 May
2025.
Discount Management
The Board continues to closely
monitor the discount to ensure it remains aligned with
shareholders' best interests.
The discount has averaged 8.0% over
the year under review, and in accordance with the Company's
prospectus the Board continually reviews buying back the Company's
shares. No shares were bought back during the period. In terms of
other discount controls, the Company operates a redemption option
every three years where shareholders can redeem shares at NAV minus
costs, which few other trusts in the Emerging Markets sector offer,
further details of which are provided below.
Based on feedback from both the team
and portfolio companies, we are optimistic about the Trust's
prospects for the coming year given the solid performance forecast
of the companies in the portfolio.
Change of Auditor
During the year the Audit Committee
led a competitive audit tender process, which resulted in the
appointment of Johnston Carmichael LLP as the Company's new
auditor. This was announced on 8 August 2024 and shareholders also
received notification in writing. Shareholders will be asked to
confirm this appointment at the forthcoming AGM. Further
information on the audit tender process can be found in the
Directors' Report and in the Audit Committee Report
below.
Annual General Meeting
The sixth AGM of the Company will
take place at 12.00 noon on Thursday, 15 May 2025 at 25 Southampton
Buildings, London WC2A 1AL. The Notice convening the AGM together
with explanations of the proposed resolutions can be found at the
end of this document. My fellow Directors and I are looking forward
to meeting shareholders at the AGM.
Redemption Facility
As Shareholders may be aware, the
Company operates a redemption facility through which Shareholders
are entitled to request the redemption of all or part of their
holding of ordinary shares on a periodic basis. The second
redemption point for the ordinary shares will be 30 November 2025 -
or, as this date falls on a Sunday, 1 December 2025. Each
subsequent redemption point falls on 30 November every third year
thereafter, with the next redemption point falling on
30 November 2028. The terms of the redemption facility are set
out in the Company's Articles of Association and were summarised in
the Company's IPO prospectus.
In early October 2025, and roughly
four weeks ahead of the deadline for submitting redemption
requests, the Company expects to issue a regulatory announcement
reminding shareholders of the upcoming redemption point and setting
out the process for redemption.
As noted above, the Company's
returns have been excellent, and since the last redemption facility
on 30 November 2022, the Company's share price and NAV per share
total return increased by 11.6% and 19.1% respectively, with the
MSCI Emerging Markets Mid Cap net total return Index increasing
9.6% (as of 31 December 2024). Furthermore, the Company's shares
are trading at the top of the peer group since launch. We believe
that the Company's investment case remains highly compelling.
Therefore, the Directors and the Investment Managers do not intend
to redeem their shares.
Outlook
As we look ahead to 2025,
uncertainty remains a key theme, presenting both challenges and
opportunities. Global trade dynamics are evolving, and policy
shifts in the U.S. may have ripple effects across developed and
emerging markets alike. Recent tariff measures have the potential
to impact supply chains and consumer prices, with trade relations
between the U.S., Canada, Mexico, and China remaining a focal
point. While these developments create short-term volatility, they
also open doors for regional trade realignments and new economic
partnerships.
For emerging markets, one key
consideration is the potential impact of a stronger U.S. dollar.
Factors such as proposed tax reforms, deregulation, and tariff
policies could contribute to inflationary pressures, prompting the
Federal Reserve to maintain higher interest rates. In turn, a
strong dollar increases the burden of dollar-denominated debt in
emerging markets and heightens currency volatility. Exporting
economies may respond by adjusting currency valuations to maintain
competitiveness, a strategy previously seen during trade tensions
with China. While such adjustments could mitigate inflationary
pressures in the U.S., prolonged dollar strength may pose
challenges for emerging markets, particularly those with high
external financing needs.
On a more positive note, the U.S.
policy shifts seem to be fostering stronger economic cooperation in
Europe and among emerging economies. Trade flows are being
redirected, and some countries stand to benefit as China continues
to diversify its investments and production footprint, particularly
in South Asia, the Middle East, and South America. Additionally,
local products could become more competitive vs imports under a
strong US dollar. The global momentum toward technological
innovation remains strong, with rapid advances in artificial
intelligence and digitalization expected to drive productivity
gains across industries. We anticipate that all sectors will
benefit from continued technological advancements, particularly in
healthcare, green energy, energy transition, and
manufacturing.
On the geopolitical front, the U.S.
administration appears to be taking a more inward-focused approach,
recalibrating its global engagement while emphasizing its
leadership in North America. This has led to a shift in
transatlantic relations, prompting Europe to assume a more
proactive role in global diplomacy. At the same time, changing
power dynamics are influencing international alliances, with
countries such as Iran and Russia strengthening their positions in
key geopolitical regions. The outlook for peace and stability in
the Middle East remains uncertain, and evolving global alignments
will play a crucial role in shaping future developments. Given
these factors, Europe is likely to step up its role in defending
democratic values, securing its borders, and supporting the
self-determination of its allies. Consequently, defense spending is
expected to continue its upward trajectory.
Amidst these uncertainties, the MMIT
team remains focused on identifying emerging opportunities across
industries. We are confident that even in times of volatility,
there will be sectors and companies poised for long-term success.
Now more than ever, deep research and a thorough understanding of
businesses and sectors will be essential in identifying resilient
investment opportunities. Unlike developed markets with efficient
information flows, smaller companies in emerging markets require
direct knowledge and rigorous company-level research to uncover
value. Our strategy remains centered on high-conviction, non-index
mid-cap companies with strong management and robust, deleveraged
business models-opportunities that passive strategies may overlook.
We reaffirm our commitment to delivering sustainable, outsized
returns to investors, and as the saying goes, "If you focus on
change, you will get results."
Maria Luisa Cicognani
Chairman
10 March 2025
INVESTMENT OBJECTIVE AND POLICY
Investment objective
The Company's investment objective
is to achieve long-term capital growth and income returns
predominantly through investment in a diversified portfolio of
companies exposed directly or indirectly to emerging or frontier
markets.
Investment policy
Asset allocation
The Company seeks to meet its
investment objective by investing in a diversified portfolio of
companies exposed directly or indirectly to emerging or frontier
markets. The Company invests predominantly in:
· companies incorporated in and/or traded on stock exchanges
located in emerging or frontier markets; or
· companies which have the majority of their operations, or earn
a significant amount of their revenues in, emerging or frontier
markets but are traded on stock exchanges located in developed
countries.
The Company focuses on small to
mid-cap companies. The Company may invest in pre-IPO and unlisted
companies subject to the investment restrictions detailed
below.
In pursuing its investment
objective, the Company may:
· invest
in equity or equity related securities (including preference
shares, convertible unsecured loan stock, warrants and other
similar securities);
· hedge
against directional risk using index futures and/or
cash;
· hold
bonds and warrants on transferable securities;
· utilise options and futures for hedging purposes and for
efficient portfolio management;
· enter
into contracts for differences;
· hold
participation notes;
· use
forward currency contracts; and
· hold
liquid assets.
Notwithstanding the above, the
Company does not intend to utilise derivatives or other financial
instruments to take short positions, nor to increase the Company's
leverage in excess of the limit set out in the borrowing
policy.
The Company does not track or mirror
any index or benchmark and, accordingly, the Company is frequently
overweight or underweight in certain investments, or concentrated
in a more limited number of sectors, geographical areas or
countries, when compared with a particular index or
benchmark.
The Company focuses on companies
that have:
· a
resilient business model and sound management;
· the
possibility for operational and environmental, social and
governance ("ESG") improvements;
· the
potential to improve competitive advantages and cash flow
generation; and
· stakeholders that are open to, and have an interest in,
positive change.
The Company, through its Investment
Manager, seeks to unlock value in investee companies by actively
partnering with them through a governance-oriented approach,
seeking to act as a catalyst for broader ESG
improvements.
The Company does not expect to take
controlling interests in investee companies.
The Company seeks to provide
shareholders with exposure to a portfolio which is appropriately
diversified by geography and sector to achieve an appropriate
balance of risk over the long term. The Company's portfolio
typically comprises approximately 20 to 30 investments. The Company
at all times invests and manages its assets in a manner which is
consistent with the objective of spreading and mitigating
investment risk.
Investment restrictions
The Company observes the following
investment restrictions, each calculated at the time of
investment:
· no
more than 10 per cent of Gross Assets are invested in a single
company;
· no
more than 35 per cent of Gross Assets are invested in companies
incorporated in or traded on an exchange in or otherwise primarily
exposed to a single emerging or frontier market; and
· no
more than 15 per cent of Gross Assets are invested in companies
that are not traded on a stock exchange.
In compliance with the Listing
Rules, no more than 10 per cent, in aggregate, of Gross Assets may
be invested in other investment companies which are listed on the
Official List.
Borrowing
The Company may deploy leverage of
up to 20 per cent of Net Asset Value (calculated at the time of
borrowing) to seek to enhance long-term capital growth and income
returns and for the purpose of capital flexibility. The Company's
leverage is expected to primarily comprise bank borrowings but may
include the use of derivative instruments and such other methods as
the Board may determine.
Hedging
The Company's reporting currency and
share price quotation is Sterling. However, the Company makes
investments denominated in currencies other than Sterling. In
addition, the majority of the income from the Company's investments
is generated in currencies other than Sterling.
The Company does not intend to hedge
currency risk in respect of the capital value of its portfolio or
in respect of its Sterling distributions. However, the Company
reviews its hedging strategy on a regular basis. The Company does
not engage in currency trading for speculative purposes.
Cash management
Whilst it is the intention of the
Company to be fully or near fully invested in normal market
conditions, the Company may hold cash on deposit and may invest in
cash equivalent investments, which may include short-term
investments in money market type funds and tradeable debt
securities ("Cash and Cash Equivalents").
There is no restriction on the
amount of Cash and Cash Equivalents that the Company may hold and
there may be times when it is appropriate for the Company to have a
significant cash or cash equivalent position instead of being fully
or near fully invested.
Investment policy commentary
Borrowing
There was no borrowing during the
year under review or after the year end, nor have any derivatives
been used.
Hedging
The Investment Manager does not use
currency hedging products in the portfolio but manages currency
risk through "natural hedging" by maintaining a geographically
diversified portfolio. The Investment Manager closely monitors all
portfolio companies on a daily basis and is in a regular dialogue
with portfolio companies on a range of issues, including currency
hedging. Analysing currency risk is an integral part of the
Investment Manager's macroeconomic framework and is fully
integrated throughout the investment process.
Breaches
In the event of a breach of the
investment policy set out above and the investment and leverage
restrictions set out therein, the Investment Manager shall inform
the Board upon becoming aware of the same and if the Board
considers the breach to be material, notification will be made to
the London Stock Exchange via a Regulatory Information
Service.
During the year under review, no
breaches of the investment policy occurred.
Changes to the investment policy
No material change will be made to
the investment policy without the approval of shareholders by
ordinary resolution.
COMPANY PERFORMANCE
During the five years to 30 November 2024
Historic performance for the years
ended 30 November
|
2020
|
2021
|
2022
|
2023
|
2024
|
Net asset value per share total
return*^
|
+16.3%
|
+44.9%
|
(12.3)%
|
+8.5%
|
+5.2%
|
Share price total
return*^
|
+24.7%
|
+50.0%
|
(15.0)%
|
+2.1%
|
+5.1%
|
Shareholder funds (£'000)
|
111,237
|
166,502
|
144,294
|
166,529
|
173,584
|
Net asset value per share
|
105.9p
|
153.4p
|
134.2p
|
144.3p
|
150.4p
|
Share price
|
103.0p
|
154.5p
|
131.0p
|
132.5p
|
138.0p
|
(Discount)/premium of share price to
net asset value per share*^
|
(2.7)%
|
0.7%
|
(2.4)%
|
(8.2)%
|
(8.2%)
|
Ongoing charges^
|
1.5%
|
1.5%
|
1.5%
|
1.5%
|
1.4%
|
* Source: Frostrow Capital
LLP
^
Alternative Performance Measure (see Glossary).
Performance Summary
|
2020
|
2021
|
2022
|
2023
|
2024
|
Year to 30 November
|
%
|
%
|
%
|
%
|
%
|
Net Asset Value per share total
return^
|
16.3
|
44.9
|
(12.3)
|
8.5
|
5.2
|
Management fees and other expenses
Incurred
|
(1.5)
|
(1.5)
|
(1.5)
|
(1.5)
|
(1.4)
|
Gross total return /
(loss)
|
17.8
|
46.4
|
(10.8)
|
10.0
|
6.6
|
Comparator Benchmark return /
(loss)#
|
5.9
|
14.4
|
(4.2)
|
2.1
|
6.6
|
Excess return / (loss)
|
11.9
|
32.0
|
(6.6)
|
7.9
|
0.0
|
^
Alternative performance measure, see Glossary.
# MSCI Emerging Markets Mid
Cap net total return in sterling.
INVESTMENT PORTFOLIO
as
at 30 November 2024
|
|
|
Fair value
|
% of net
|
Company
|
Sector
|
Country
|
£'000
|
assets
|
E Ink Holdings
|
Technology
|
Taiwan
|
9,188
|
5.3
|
EPAM Systems
|
Technology
|
USA
|
8,489
|
4.9
|
Park Systems
|
Technology
|
South Korea
|
8,372
|
4.8
|
Classys
|
Health Care
|
South Korea
|
8,257
|
4.8
|
Persistent Systems
|
Technology
|
India
|
7,882
|
4.5
|
Elite Material
|
Technology
|
Taiwan
|
7,797
|
4.5
|
360 ONE WAM
|
Financials
|
India
|
6,925
|
4.0
|
TOTVS
|
Technology
|
Brazil
|
6,738
|
3.9
|
Hitit Bilgisayar
|
Technology
|
Turkiye
|
6,455
|
3.7
|
APL Apollo Tubes
|
Industrials
|
India
|
6,220
|
3.6
|
Top
10 Investments
|
|
|
76,323
|
44.0
|
Chroma ATE
|
Technology
|
Taiwan
|
5,947
|
3.4
|
Clicks Group
|
Consumer Staples
|
South Africa
|
5,840
|
3.4
|
LOTES
|
Technology
|
Taiwan
|
5,610
|
3.2
|
Vivara Participacoes
|
Consumer Discretionary
|
Brazil
|
5,380
|
3.1
|
Bluebik Group
|
Technology
|
Thailand
|
4,893
|
2.8
|
Sinbon Electronics
|
Technology
|
Taiwan
|
4,785
|
2.8
|
Metropolis Healthcare
|
Health Care
|
India
|
4,489
|
2.6
|
CE Info Systems
|
Technology
|
India
|
4,482
|
2.6
|
eMemory Technology
|
Technology
|
Taiwan
|
4,432
|
2.5
|
Vietnam Dairy Products
|
Consumer Staples
|
Vietnam
|
4,323
|
2.5
|
Top
20 Investments
|
|
|
126,504
|
72.9
|
Safaricom
|
Communications
|
Kenya
|
4,237
|
2.4
|
Mavi Giyim Sanayi Ve
Ticaret
|
Consumer Discretionary
|
Turkiye
|
4,041
|
2.3
|
Logo
|
Technology
|
Turkiye
|
3,985
|
2.3
|
Trip.com Group
|
Consumer Discretionary
|
China
|
3,695
|
2.1
|
Zilltek Technologies
|
Technology
|
Taiwan
|
3,604
|
2.1
|
LEENO Industrial
|
Technology
|
South Korea
|
3,458
|
2.0
|
Parade Technologies
|
Technology
|
Taiwan
|
3,332
|
1.9
|
Kangji Medical Holdings
|
Health Care
|
China
|
3,170
|
1.8
|
Dreamfolks Service
|
Industrials
|
India
|
3,164
|
1.8
|
FPT
|
Technology
|
Vietnam
|
2,854
|
1.7
|
CTOS Digital Berhad
|
Industrials
|
Malaysia
|
1,881
|
1.1
|
Smartfit Escola
|
Consumer Discretionary
|
Brazil
|
1,804
|
1.1
|
EC Healthcare
|
Health Care
|
China
|
898
|
0.5
|
Total Investments
|
|
|
166,627
|
96.0
|
Other Net Assets
|
|
|
6,957
|
4.0
|
Total Net Assets
|
|
|
173,584
|
100.0
|
Portfolio Distribution
Sector Breakdown, 30 November 2024
Technology
|
58.9%
|
Health Care
|
9.7%
|
Consumer Discretionary
|
8.6%
|
Industrials
|
6.5%
|
Consumer Staples
|
5.9%
|
Financials
|
4.0%
|
Communications
|
2.4%
|
Cash
|
4.0%
|
Sector Breakdown, 30 November 2023
Technology
|
60.8%
|
Health Care
|
12.6%
|
Industrials
|
6.8%
|
Consumer Staples
|
5.4%
|
Consumer Discretionary
|
4.0%
|
Financials
|
2.5%
|
Communications
|
2.0%
|
Cash
|
5.9%
|
Geographical Breakdown, 30 November 2024
Taiwan
|
25.7%
|
India
|
19.1%
|
South Korea
|
11.6%
|
Turkiye
|
8.3%
|
Brazil
|
8.1%
|
United States
|
4.9%
|
China
|
4.4%
|
Vietnam
|
4.2%
|
South Africa
|
3.4%
|
Thailand
|
2.8%
|
Kenya
|
2.4%
|
Malaysia
|
1.1%
|
UK*
|
4.0%
|
* includes uninvested
cash
Geographical Breakdown, 30 November 2023
Taiwan
|
24.0%
|
India
|
19.7%
|
South Korea
|
15.7%
|
Brazil
|
7.5%
|
Turkiye
|
7.3%
|
United States
|
5.4%
|
China
|
4.4%
|
Vietnam
|
2.8%
|
Thailand
|
2.8%
|
South Africa
|
2.5%
|
Kenya
|
2.0%
|
UK*
|
5.9%
|
* includes uninvested
cash
MMIT employs a flexible cash
management policy. The aim is to be fully invested while ensuring
patient purchases and sales. This can lead to temporarily higher
cash levels.
INVESTMENT MANAGER'S REVIEW
Introduction
Since our inception, there has
rarely been a dull moment, and 2024 was no exception. While a
global election year would naturally bring a degree of
unpredictability, many of the year's most significant surprises and
sources of volatility stemmed elsewhere, ranging from speculation
around rate cuts and tech-driven market movements to Chinese
stimulus measures.
Amidst the turbulence, one of the
more encouraging developments has been the ability of several
developed and emerging markets to navigate challenging economic
conditions, with some showing signs of steering towards what could
resemble a soft landing, driven by proactive policies and gradual
(albeit uneven) normalisation of global inflation. While some
fluctuations may still occur, the overall trend of easing inflation
pressures, with only a few exceptions, seems clear.
For the MMIT team, 2024 has been a
productive year, marked by extensive research trips to key markets,
resulting in several new additions to our portfolio, see
Portfolio Overview below.
In-person meetings with companies, local experts, politicians and
competitors, informs our deep understanding of companies, and is an
invaluable tool for conducting due diligence on
companies.
The NAV per share and share price of
MMIT returned 5.2% and 5.1% respectively on a total return basis
over the 12‑month period to 30 November 2024 while the MSCI EM Mid
Cap Index Net Total Return returned 7.0% in GBP terms. During the
calendar year to 31 December 2024, MMIT's NAV per share delivered
7.4%, outperforming the index by 3.6% over
the year.
Several external factors added to
volatility and influenced the Trust's performance: as mentioned
above, 2024 was an election year and the elections in countries
like Taiwan, India, South Africa, and Mexico were monitored closely
by the team. Taiwan's election marked the start of the 2024
election cycle, but surprisingly for some, the victory of the
'pro-Taiwanese' DPP did not elicit a major reaction from Beijing.
This set the tone for many other EM elections, where the results
largely maintained the status quo in government policies and did
not cause longer term volatility. The final quarter of 2024 has
largely been defined by Donald Trump's election victory in the US,
prompting businesses and governments worldwide to prepare for the
implications of his second presidency.
Interest rates were another key
theme, with expectations around monetary policy continually
readjusted. Optimism for significant rate cuts in early 2024 was
tempered as rates stayed higher for longer. Finally, the Federal
Reserve initiated cuts in September, totalling 75 basis points by
year-end, signalling positive momentum for emerging markets.
However, the strength of the U.S. economy may slow the pace of
future reductions. Lower rates provide emerging market (EM) central
banks with room to ease monetary policy, enabling cheaper
borrowing, improved consumer sentiment, and increased corporate
investment. At the same time, local conditions remain pivotal. For
example, Brazil has resumed raising interest rates to combat
inflationary pressures. Nevertheless, we believe the country still
holds attractive long-term opportunities, particularly in quality
companies with strong fundamentals.
In the technology sector, Nvidia and
the 'Magnificent 7' U.S. tech stocks dominated headlines, fuelled
by excitement around AI and cutting-edge semiconductors. Some
emerging market companies, crucial to semiconductor supply chains,
stand to benefit from this trend. However, the sector saw
volatility, particularly in August, driven by weaker U.S.
employment data and scepticism around the potential of AI to
deliver. Despite this, big tech remained a key driver of market
returns.
China, in stark contrast, faced
persistent economic challenges, including its property sector
crisis, weak consumer sentiment, and risks of deflation. Limited
government interventions early in the year left growth subdued, but
September and November brought monetary easing and a $1.4 trillion
stimulus package targeting local government debt. While these
measures spurred a brief market rally, they fell short of
addressing China's deep structural issues. Currently, our cautious
stance on China remains, as we believe there is a pressing need for
more robust, long-term reforms, particularly in the property
sector.
MMIT Research Trips
During 2024, the team conducted
visits to India, Taiwan, China, and other key regions as part of
their comprehensive 360‑degree due diligence process. These efforts
resulted in the addition of several high-conviction ideas to the
portfolio, deepened the team's understanding of the challenges and
opportunities facing portfolio companies, and enhanced engagement
strategies.
Research trips to East Asia during
Q1 and Q2 included on-the-ground analysis in Taiwan. Leveraging the
local semiconductor ecosystem, the team performed channel checks on
investment ideas including new portfolio additions Lotes, a CPU
sockets supplier, and Chroma, a specialist in system-level testing
solutions.
MCP engaged with Chroma's leadership
and department heads through formal meetings and campus tours,
gaining valuable insights into the company's second-line management
and corporate culture. Additionally, MMIT met with technical
experts to better understand the demand dynamics for Chroma's
system-level testing equipment. Discussions with equipment
providers within the TSMC ecosystem further clarified Chroma's
capacity expansion plans for advanced packaging fabs, critical for
AI and HPC chips in the coming years.
We believe these channel checks
provide a significant information advantage, particularly for
smaller companies with limited sell-side coverage. This approach
also enables the team to map the competitive landscape, assess
total addressable market (TAM) opportunities, and stay attuned to
sector innovation and R&D trends.
Additionally, research trips provide
invaluable macro insights into the regions we visit. As a result,
we enter 2025 with a strengthened bullish conviction in ASEAN
following trips to Vietnam, Malaysia, Thailand, and
Singapore.
Nonetheless, our core convictions
remain in India, Taiwan, and South Korea. India's well educated,
youthful population supports long-term growth, while Taiwan and
South Korea lead in innovation, particularly in tech sectors such
as AI, 5G, and renewable energy, where we favour asset-light, IP
based businesses. Although South Korean President Yoon Suk Yeol
shocked the nation and global investors with his failed attempt to
impose martial law in December, we believe the Constitutional
Court's decision to impeach Yoon, leading to his arrest in January
2025, highlights the strength of the country's democratic framework
which will allow the country to focus on its economic potential.
Fundamentally, we remain confident in the country's stability and
its promising investment opportunities, particularly in the export
market. Furthermore, recent first hand observations from trips to
Greater China suggest that the likelihood of a Chinese invasion of
Taiwan in the short term remains low. This assessment is based on
China's pressing domestic economic challenges, which likely take
precedence over military escalation. However, we remain vigilant
and continue to closely monitor the evolving situation. The team
looks forward to continuing research trips next year and uncovering
new exciting investment opportunities.
Performance
The NAV per share and share price of
MMIT returned 5.2% and 5.1% respectively on a total return basis
over the 12‑month period to 30 November 2024, with the NAV per
share reaching a high of 154.8p on 17 October 2024 and closing at
150.4p. MMIT traded at an average discount to NAV of 8.0% during
the year ended 30 November 2024, closing at a discount of
8.2%.
Over the reporting period, the top
three contributors to performance were Indian software provider
Persistent Systems (+2.6%), Indian wealth manager 360 One (+2.4%),
and Taiwanese electronic ink manufacturer E Ink (+2.2%). The main
detractors to performance were Brazilian software provider TOTVS
(-2.0%), Brazilian jewellery brand VIVARA (-1.4%), and Hong Kong
healthcare provider EC Healthcare (-1.2%).
Portfolio Overview
As of 30 November 2024, MMIT has
invested 96.0% of capital with 33 holdings across 12 countries. The
largest geographic exposure was Taiwan (25.7%), followed by India
(19.1%) and South Korea (11.6%). The team continues to find the
most high-conviction ideas in Asia. The region accounts for over
60% in the portfolio. The largest sector exposure was in technology
(58.9%), which we believe is well diversified across various
segments. This was followed by health care (9.7%) and consumer
discretionary (8.6%).
During the reporting period MMIT
added 7 new companies: VIVARA, Chroma ATE, Lotes, Smart Fit, CTOS,
Trip.com, and FPT. The first four companies were discussed in more
detail in the interim report.
CTOS: In Q3 2024, MMIT added
CTOS to the portfolio, Malaysia's leading credit reporting agency.
Since 1990, CTOS has provided credit information, analytics,
digital solutions and credit scoring services to businesses,
financial institutions and consumers. We believe the company is
well-positioned for future growth, offering a comprehensive digital
portfolio and leveraging strategic partnerships, such as its
exclusive rights to use the American FICO scoring system in the
ASEAN region. Additionally, investments in Indonesia, Thailand and
other ASEAN markets enhance its regional growth
prospects.
Trip.com: In Q3 2024, MMIT
added Trip.com which is China's leading online travel platform,
offering a comprehensive range of travel services, including
transport bookings, hotel accommodations, and in-destination
activities. Founded in 1999 and listed on NASDAQ in 2003 and HKEX
in 2021, the company operates globally under brands such as Ctrip,
Qunar, Trip.com and Skyscanner. It provides access to over 1.2
million accommodation options, flights from 680+ airlines.
Additionally, Trip.com is leveraging AI technology to improve
customer experience and retention via their chatbot, TripGenie,
which offers personalised travel recommendations and
support.
FPT: Another addition to MCP's
portfolio in Q3 2024 was FTP, Vietnam's largest technology company,
which has a strong market position in technology, telecoms and
education sectors. FPT's group synergies help secure lower labour
costs than its competitors, which together with its growing
international contracts, are expected to boost margins. With a
strong management track record and future catalysts like strategic
acquisitions in Europe and Australia and new technologies
penetrating the local market, FPT is well-positioned for continued
growth.
Engagement
Many of our portfolio companies'
achievements were highlighted in the interim report; however,
numerous additional accomplishments have been realised since then,
and further information on engagement and proxy voting can be found
in MMIT's 2024 Stewardship Report.
In terms of governance, Chroma
enhanced transparency and addressed greenwashing concerns by
engaging Bureau Veritas, a leading certification firm, to
independently verify its sustainability report. At the 2024 Korea
IR Awards, Sang-il Park, CEO of Park Systems, was honoured with the
Chairman of Financial Supervisory Service Award, the highest
accolade in the KOSDAQ category. Meanwhile, Sandeep Kalra, CEO of
Persistent Systems, was named the IT industry's Best CEO by Fortune
India. The publication praised Kalra for "putting the IT services
industry on steroids". Persistent Systems was further recognised
for its strong governance and executive leadership by winning the
prestigious "2024 Asia (ex-Japan) Executive Team" survey conducted
by top portfolio managers.
In terms of environmental, social
and cultural factors, Vinamilk received certification from the
British Standards Institute for its third carbon-neutral factory
unit. Meanwhile, Kangji achieved an AA score for the first time in
the MSCI ESG Rating, the highest rating among medical device peers
listed in Hong Kong. Sinbon highlighted several ESG milestones in
its latest sustainability report, including an 11% reduction in
Scope 1 and 2 emissions, the launch of solar power installations,
and increased revenue from sustainable industries.
Sinbon also reported social and
cultural advancements in its sustainability report, including
increasing the percentage of female managers to 47% and being one
of only 16 companies from Taiwan included in the Bloomberg Gender
Equality Index. FPT received recognition for its commitment to
gender equality, with women making up nearly 40% of its workforce
and holding 33% of managerial roles, contributing to the company's
Job Creation Award at the 2024 ESG Business Awards.
Furthermore, FPT demonstrated a
strong commitment to environmental and social responsibility with
the launch of the 'Happy Giga Run 2024' campaign in honour of its
25th anniversary. This initiative aims to engage FPT's global
workforce and their families in sustainability-focused activities,
including beach cleanups, blood donation drives, and tree
planting.
MMIT continues to develop and
implement tailored engagement plans for portfolio companies,
addressing their unique country and sector-specific
challenges.
2025 Outlook
Heading into 2025, we remain focused
on our long-term strategy and the core fundamentals of our
portfolio companies. Conversations with our portfolio companies in
recent months have reinforced our cautiously optimistic outlook for
2025 and beyond as we believe that several of our portfolio
companies have potential for revenue growth and margin improvements
in 2025. For example, Elite Material, a leading producer of
semiconductor materials, is preparing to supply its upgraded M8
material for a US cloud service provider's ASIC
(Application-Specific Integrated Circuit) in 2025, addressing the
growing demand for AI processing and the need for customised
solutions over NVIDIA's GPUs (Graphics Processing Unit). Similarly,
Chroma has developed a unique device for its foundry client's
advanced packaging processes, ensuring precise alignment of stacked
chip components-an essential capability for manufacturing
next-generation AI chips.
But no doubt uncertainties remain.
Trump's expanded political power raises the possibility of bold
policy shifts that may reshape global trade dynamics in the years
to come. While U.S. equities and the dollar have strengthened in
response to Trump's election, emerging markets face a more
uncertain outlook due to the President's aggressive tariff
rhetoric. Yet, within challenges lie opportunities. Countries like
India, Indonesia and Vietnam, for example, are already benefiting
from the "China+1" strategy and appear well-positioned to attract
new manufacturing investments. Their competitive labour markets,
improving infrastructure, and supportive government policies make
them increasingly appealing as companies seek to diversify supply
chains and reduce dependency on China. At the same time, the U.S.'s
heavy reliance on imports, particularly from China, reduces the
likelihood of sweeping tariffs, which could risk significant
domestic disruption.
Emerging markets have previously
responded to the above dynamics with increased trade
diversification and reduced reliance on the dollar. During the 2018
trade war, for example, China shifted imports like soybeans to
Brazil, a move that fuelled record bilateral trade. This pattern
could reemerge under Trump's renewed tariff threats.
Additionally, nations such as India
are advancing local currency trade agreements, fostering resilience
against external shocks. Intra-EM trade, particularly within Asia
set to rise from $4.3 trillion in 2023 to $7.1 trillion in 2030,
has also grown significantly and is poised to accelerate further,
offering emerging markets the chance to deepen their autonomy and
global influence.
Geopolitics remain an ongoing risk,
with tensions in the Middle East, the Russia-Ukraine war, and
China-Taiwan relations posing significant challenges. Our
disciplined macro-overlay has been instrumental in navigating these
complexities. This approach will remain central as we navigate
2025.
Taken together, these interconnected
factors paint a complex picture for 2025. While risks are evident,
emerging markets could leverage this period of transition to
strengthen resilience, diversify trade, and attract investment,
positioning themselves as key drivers of global growth in the years
ahead. Furthermore, emerging markets are essential for
diversification, offering strong growth potential, attractive
valuations, and innovative companies that play a key role in global
supply chains. This is particularly important as the U.S. market,
with the S&P 500 heavily concentrated in just seven
companies accounting for. around 28% of its
market capitalisation at the end of 2024 and contributed over 50%
of its returns during the year, poses significant concentration
risks. Diversification into emerging markets provides
investors access to a broader array of opportunities and mitigates
the risks associated with over-reliance on a single,
concentrated market. Furthermore, active investing in emerging
markets allows for the discovery of lesser-known, quality companies
that are often overlooked by the broader market, creating unique
opportunities for long-term growth and value creation.
We remain committed to seeking these
companies in emerging markets-innovative leaders and unique
opportunities. By focusing on these hidden gems, we aim to provide
our investors with access to diverse growth prospects and long-term
value in an evolving global landscape.
Carlos Hardenberg
MCP
Emerging Markets LLP
Investment Manager
10 March 2025
BUSINESS REVIEW
Business Review
The Strategic Report contains a
review of the Company's business model and strategy, an analysis of
its performance during the financial year ended 30 November 2024,
future developments and details of the principal risks and
challenges it faces. The Strategic Report has been prepared solely
to provide information to shareholders to enable them to assess how
the Directors have performed their duty to promote the success of
the Company.
The Strategic Report contains
certain forward-looking statements. These statements are made by
the Directors in good faith based on the information available to
them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying any such
forward‑looking information.
Further information on how the
Directors have discharged their duty under Section 172 of the
Companies Act 2006 can be found below.
Business Model
The Company is an externally managed
investment trust and its ordinary shares are admitted to the
closed-ended investment funds category of the Official List of the
FCA and traded on the main market of the London Stock Exchange. The
Company carries on its business as an investment trust within the
meaning of Chapter 4 of Part 24 of the Corporation Tax Act
2010.
As an externally managed investment
trust all of the Company's day to day management and administrative
functions are outsourced to third party service providers. As a
result, the Company has no executive Directors, employees or
internal operations.
The Board has appointed MCP Emerging
Markets LLP (previously: Mobius Capital Partners LLP) ("MCP") to
manage its investment portfolio. Company secretarial and
administrative services are provided by Frostrow Capital LLP
("Frostrow") who engage Northern Trust Global Services plc to
provide certain administrative functions. In addition, Frostrow
provides the AIFM Directive risk management function on behalf of
the AIFM (see below for further details). The Northern Trust
Company and Northern Trust Investor Services Limited are the
Company's Custodian and Depositary, respectively.
Further information, including the
remuneration and contractual terms of appointment, of these
principal service providers to the Company is set out
below.
Strategy for the Year ended 30 November 2024 and Strategic
Review
Throughout the year ended 30
November 2024, the Company continued to operate as an approved
investment trust, following its investment objective and
policy.
During the year, the Board made all
strategic decisions for the Company. MCP and Frostrow undertook all
strategic and administrative activities on behalf of the Board,
which retained overall responsibility.
The Board is aware of the continued
emphasis on environmental, social and governance ("ESG") matters in
recent years. The Investment Manager engages regularly with
all portfolio companies to understand and improve their approach to
ESG, based on strong evidence that ESG leaders tend to outperform
their peers. In addition, the Investment Manager believes that
companies with strong corporate cultures provide an additional
driver of outperformance in the long term. Details of the
Investment Manager's "ESG+C®" approach can be found in
the Investment Manager's Review.
Investment Objective and Policy
The Company's investment objective
and policy are set out above.
Dividend Policy
It is the Company's policy to pursue
capital growth for shareholders as well as income. The Company's
Investment Manager is drawn to companies with excellent returns on
capital with the ability to expand as well as generate
dividends.
The Company will comply with the
investment trust rules regarding distributable income, which
require investment trusts to retain no more than 15% of their
income each year. The Company will normally only pay the minimum
dividend required to maintain investment trust status. Please refer
to the Chairman's Statement for further information.
Results and Dividend
The results attributable to
shareholders for the year are shown in the Income Statement below.
In the year ended 30 November 2024, the Company made a revenue
profit. Under investment trust rules regarding distributable
income, a final dividend must be paid to allow the Company to
comply with those rules.
Subject to shareholders' approval at
the forthcoming Annual General Meeting, a final dividend of 1.7p
per share will be paid on 28 May 2025 to shareholders on the
register as of 2 May 2025. The associated ex-dividend date will be
1 May 2025.
The
Board
The Board of the Company currently
comprises Maria Luisa Cicognani (Chairman), Christopher Casey and
Gyula Schuch, all of whom are independent non-executive
directors.
All Directors served during the
whole year under review and up to the date of signing this report,
and with the exception of Mr Casey, they will stand for re-election
at the forthcoming Annual General Meeting ("AGM").
Further information on the current
Directors can be found in the Governance section.
In addition to the current
Directors, Diana Dyer Bartlett will join the Board with effect from
17 March 2025 as a
non-executive Director. A chartered accountant and an experienced
Audit Committee Chair, she will take over from Christopher Casey as
Chair of MMIT's Audit Committee following the Company's AGM on 15
May, at the end of which Christopher will retire.
Diana will stand for election at the
forthcoming AGM and further information on her can be found in the
Governance section.
Information in respect of the
Board's diversity policy and Board diversity can be found in the
Governance section.
Board Focus and Responsibilities
With the day to day management of
the Company outsourced to service providers the Board's primary
focus at each Board meeting is reviewing the investment performance
and associated matters, such as, inter alia, future outlook and
strategy, gearing, asset allocation, investor relations, marketing,
and industry issues.
In line with its primary focus, the
Board retains responsibility for all the key elements of the
Company's strategy and business model, including:
· Investment Objective and Policy, incorporating the investment
guidelines and limits, and changes to these;
· whether the Manager should be authorised to gear the portfolio
up to a pre-determined limit;
· review
of performance against the Company's KPIs;
· review
of the performance and continuing appointment of service providers;
and
· maintenance of an effective system of oversight, risk
management and corporate governance.
Details of the principal KPIs, along
with details of the principal risks, and how they are managed,
follow within this Business Review.
The Corporate Governance report
includes a statement of compliance with corporate governance codes,
together with the outline of the internal control and risk
management framework within which the Board operates.
Information on the Company's social,
community, employee or environmental responsibilities can be found
in the Business Review.
Key
Performance Indicators ("KPIs")
The Board uses certain financial and
non-financial KPIs to monitor and assess the performance of the
Company in achieving its strategic aims.
The Board reviews the performance of
the portfolio in detail and hears the views of the Investment
Manager at each meeting.
Information on the Company's
performance is provided in the Chairman's Statement and the
Investment Manager's Review.
This performance is assessed against
the following KPIs:
· Net
asset value per share total return^
· Average discount/premium of share price to net asset value per
share over the year^
· Ongoing charges ratio^
· Return/(loss) per share†
^
Alternative Performance Measure (see Glossary)
† UK GAAP Measure
Alternative Performance Measures ("APM")
The Board believes that each of the
APMs, which are typically used within the investment company
sector, provides additional useful information to Shareholders in
order to assess the Company's performance between reporting periods
and against its peer group. The APMs used for the year under review
are unchanged from last year. Further information on each of the
APMs can be found in the Glossary.
Net
asset value per share total return^
The Company is committed to building
a long-term investment record and will assess itself by reference
to its peers.
The Company's peer group has been
defined as a selection of investment companies from the AIC's
Global Emerging Markets Sector, that have a similar investment
objective to the Company and they are set out in the
Glossary.
Over the year ended 30 November
2024, the Company ranked 8 out of 9 in its peer group with a net
asset value per share total return performance of +5.2% against a
peer group average of 12.9%. The Board continues to monitor this
closely.
^ Alternative Performance Measure
(see Glossary)
Discount/premium of share price to net asset value per
share^
The Board believes that an important
driver of an investment trust's discount or premium over the long
term is investment performance together with a proactive marketing
strategy. However, there can be volatility in the discount or
premium during the year. Therefore, the Board takes powers each
year to buy back and issue shares with a view to limiting the
volatility of the share price discount or premium.
New shares will only be issued at a
premium to the Company's cum income net asset value ("NAV") per
share at the time of issuance. During the year, the Company's
shares traded at an average discount of 8.0% (2023: 2.0%). Since
the year-end, no further ordinary shares were issued.
The Directors will consider
repurchasing ordinary shares when the average one-month discount at
which the Ordinary Shares have traded exceeds 5% of the net asset
value per ordinary share. To date, however, feedback from
shareholders has continued to indicate a preference for narrowing
the discount through generating natural demand. The Board also
takes into consideration the interest of shareholders to have
liquidity in the shares when evaluating strategies on discount
management. As at 28 February 2025, the Company's shares traded at
a discount of 6.0% to the net asset value per Ordinary Share and no
shares have been bought back.
Average discount of share price to net asset value per
Ordinary Share^ during the year
30 November 2024 8.0% Peer group
average discount 11.8%
|
30 November 2023 2.0%
Peer group average discount 12.5%
|
^
Alternative Performance Measure (see Glossary)
Ongoing charges ratio^
The Board continues to be conscious
of expenses and works hard to maintain a sensible balance between
high quality service and costs.
Over the year ended 30 November 2024
the ongoing charges ratio was 1.4%. This ongoing charges ratio
compares with the average of the Company's peer group of 1.3%. One
of the main reasons for MMIT's higher than average ongoing charges
ratio is the fact that most companies in the peer group are larger
than MMIT, so that expenses will be paid out of larger total
assets, making them seem smaller in comparison.
^ Alternative Performance Measure
(see Glossary)
Ongoing charges ratio^
Year ended
30 November 2024 1.4%
Peer group average 1.3%
|
Year ended
30 November 2023 1.5%
Peer group average 1.1%
|
Return per share†
The total return per share for the
year was 7.36p (2023: of 11.79p).
† UK GAAP measure
Prospects
The Board continues to support the
Investment Manager's strategy of investing in a high conviction
portfolio across emerging and frontier markets with an active
ownership approach. The Board believes that this strategy will
continue to deliver strong investment returns over the long term.
This is supported by the Company's performance which, since launch
to 30 November 2024, has provided a NAV total return of 57.3% and a
share price total return of 41.6%, compared with average peer group
returns of 33.5% and 29.7% respectively.
Principal Risks, Emerging Risks and Risk
Management
The Board considers that the risks
detailed within this report are the principal risks to the delivery
of its strategy that are currently facing the Company.
The Board is responsible for the
ongoing identification, evaluation and management of the principal
risks faced by the Company. The Audit Committee on behalf of the
Board, has established a process for the regular review of these
risks and their mitigation. This process accords with the UK
Corporate Governance Code and the FRC's Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting.
During the year ended 30 November
2024, the Audit Committee, on behalf of the Board, has again
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 and liquidity. The
Committee also considered the controls available to mitigate the
inherent risks and whether additional controls or actions were
required to bring the residual risk down to an acceptable level.
The Committee was largely satisfied with the controls that are in
place for the Company, although it is important to note that the
systems in place cannot eliminate the risk of failure to achieve
the Company's investment objective. Further details are given in
the Audit Committee Report below.
All of the potential principal
risks, should they occur, have controls in place whereby a review
is undertaken regularly by the Board, the Administrator and the
AIFM.
Further details as well as a summary
of the Company's approach to risk and how principal risks and
uncertainties were dealt with during the year under review, are set
out below. In addition, information about the Company's risk
assessment and internal control procedures is provided in the Audit
Committee Report.
In discussing the risk register of
the Company during the year, the Audit Committee assessed the
inherent threat of each identified risk (i.e. if no controls or
mitigating factors were in place) and the residual risk (i.e. the
risk remaining after controls are taken into
consideration).
The principal risk categories
reviewed by the Audit Committee during the year were:
· Strategic and Business Risks;
· Investment Risks;
· Legal,
Regulatory and Taxation Risks;
· Operational and Financial Risks; and
· Emerging Risks.
Out of these categories, the risks
set out below are considered by the Board to be the principal risks
and uncertainties faced by the Company.
Risk Trends
↑ = increased risk ↓ = decreased
risk ↔ = no change
Principal Risks and Uncertainties
|
Mitigation
|
Trend
|
Strategic and Business Risks
Investment and strategic risk
Poor performance against the
Company's peer group makes the Company unattractive to
investors.
This could result in a widening of
the share price discount to NAV per share and a significant
redemption at the triennial liquidity events.
|
In managing this risk the Board
reviews the Company's investment objective in relation to market
and economic conditions and the performance of its peers and
discusses at each Board meeting the Company's future development
and strategy.
The Board also:
· monitors the resources of the Investment Manager that are
deployed to manage the Company's assets to ensure they are
appropriate;
· reviews the performance of the peer group to better understand
relative performance;
· considers the leverage of the Company and discusses with the
Investment Manager the appropriateness of such leverage if needed
and competitive; and
· can
consider an alternative Investment Manager to manage the Company if
poor performance against peers becomes a constant.
The Investment Manager monitors the
volatility in the market and the quality of the portfolio holdings
and new potential investments. The results of this feed into the
stock selection process and consideration of the portfolio
constituents. In addition, the Investment Manager reports at each
Board meeting on the performance of the portfolio, encompassing,
inter alia, the rationale for stock selection decisions, the
make-up of the portfolio, and portfolio company updates.
|
↔
|
Geopolitical and consequent global economic
risks
Significant political and economic
change in the UK and globally might lead to volatile markets
impacting the Company's performance and reduced investor appetite
for the Company's shares.
Risks related to the environment and
climate change also fall under this category, as they could have an
adverse impact on operational performance of both MMIT and its
service providers and may lead to a reduction in the demand for the
Company's shares.
|
Political and economic developments
both in the UK and world-wide are being monitored and discussed,
where relevant, between the Board and the Investment Manager as
part of the portfolio review at every Board meeting. Due to the
nature of the Company, any investment decisions can only, at best,
have a limited effect on climate change and related issues. Risk is
managed by diversification of investments.
The Board:
· seeks
to manage this risk through selecting an experienced competent
Investment Manager and regularly monitoring performance, awareness
of emerging geopolitical and global economic risks and the
robustness of the investment processes implemented by the
Investment Manager for taking account of those risks;
· reviews the macro risks the Company and its assets are exposed
to at Board meetings and receives updates as required from the
Investment Manager; and
· discusses these risks with the Investment Manager as part of
the portfolio review at each Board meeting.
Reporting by service providers and
controls relied upon by the Board:
· Risks
considered by the Investment Manager as part of its investment
process;
· Reports by the Investment Manager on political and regulatory
changes affecting portfolio companies, where relevant;
· Monitoring whether currency hedging would be an appropriate
strategy to protect the Company from the risk of capital losses;
and
· Compliance reports by the Administrator on the implementation
of the investment policy at each Board meeting.
|
↔
|
Investment Risks
Key
person risk
Individuals responsible for managing
the Company's investment portfolio become incapacitated and are
unable to manage the investments. This could cause a drop in
performance and lead to shareholders selling off the Company's
shares.
|
The Board considers the make-up of
the team supporting the Investment Manager as part of a continuous
review:
· The
Board has a constant dialogue with the Investment Manager and meets
the wider MCP team on a regular basis.
· The
Investment Manager constantly seeks to maintain a highly qualified
team, that collectively will ensure continuity of
management.
· The
Board can consider corporate actions to be proposed to shareholders
to merge the Company with other similar companies or change the
Investment Manager if the risk materialises.
|
↔
|
Foreign currency risk
The Company's shareholders are
exposed to movements in exchange rates as the Company does not
hedge its portfolio currency exposure.
|
The Investment Manager does not
hedge currency risk.
The Board:
· oversees the process by which the Investment Manager considers
currency exposure as part of its investment process;
· ensures that the currency risks are communicated to
shareholders through the annual and half-yearly reports and the
Company's monthly factsheets; and
· relies
on the fact that for the Investment Manager, currency is an
integral part of making investment decisions.
The Investment Manager keeps all
currencies under review and monitors them continuously.
|
↔
|
Operational and Financial Risks
|
|
↔
|
Performance of service providers
|
|
|
The Board is reliant on the systems
of the Company's service providers and as such a disruption to, or
a failure of, those systems could lead to a failure to comply with
law and regulations leading to reputational damage to the Company -
either directly or by association with the service provider in
question - and/or financial loss.
Global events such as the wars in
Ukraine and the Middle East or technical failure such as the recent
CrowdStrike disruption, and the application of sanctions could
disrupt the services of key service providers resulting in them
being unable to undertake their respective roles.
|
To manage these risks the
Board:
· keeps
the situation under close review both at Board meetings and in
between;
· relies
on regular updates by key service providers in respect of their
business continuity processes;
· relies
on Frostrow monitoring sanctions applications as part of its
control function on service providers;
· receives reports from MCP and Frostrow on compliance with
applicable laws and regulations;
· reviews internal control reports and key policies of the
Investment Manager, the Custodian and Depositary and Frostrow;
and
· receives updates on pending changes to the legal and
regulatory environment and progress towards the Company's
compliance with any relevant future changes.
The service providers of the Company
have again confirmed that they have all necessary business
continuity procedures in place, including increased IT and cyber
security awareness. The Board continues to monitor the performance
of all service providers.
|
|
Failure of the Investment Manager to comply with FCA
regulations or meet its governance objectives
|
The Board monitors regulatory change
with the assistance of Frostrow and its external professional
advisers to ensure compliance with applicable laws and regulations.
The Board and the Audit Committee also discuss the structure of
MCP's compliance function at each meeting.
MCP's registered Compliance Officer
during the year was Carlos Hardenberg who is also the Portfolio
Manager of the Investment Manager, MCP. With effect from 1 March
2025, MCP has appointed a Compliance Officer who is independent of
the investment and management functions of MCP.
MCP:
· is
also supported by COSEGIC, a reputable compliance consultancy firm,
and the Audit Committee reviews the findings of COSEGIC's
compliance reports at each meeting; and
· provides an annual report on internal governance and senior
management arrangements, systems and controls for review by the
Audit Committee.
|
↔
|
Emerging Risks
The Company has carried out a
detailed assessment of its emerging and principal risks. The
International Risk Governance Council's definition of an "emerging"
risk is one that is new, or is a familiar risk in a new or
unfamiliar context or under new context conditions (re-emerging).
Failure to identify emerging risks may cause reactive actions
rather than being proactive and, in a worst case scenario, could
cause the Company to become unviable or otherwise fail or force the
Company to change its structure, objective or strategy.
The Audit Committee reviews a risk
register at every meeting. Emerging risks are discussed in detail
as part of this process to try to ensure that emerging as well as
well-known risks are identified and mitigated as far as possible.
Any emerging risks and mitigations are added to the risk
register.
The experience and knowledge of the
Directors are useful in these discussions, as are update papers and
advice received from the Board's key service providers such as the
AIFM and Investment Manager and the Company's Broker. In addition,
the Company is a member of the AIC, which provides regular
technical updates, draws members' attention to forthcoming industry
and regulatory issues and advises on compliance
obligations.
During the year, artificial
intelligence ("AI") was identified as both an opportunity and a
possible risk in the absence of robust regulation, as IA and the
development of technological breakthroughs generally, might
challenge the markets, revenue and operations of portfolio
companies to the extent that they no longer offer the promise of
returns consistent with the Company's investment
objective.
The Board works with the Investment
Manager and other key service providers to monitor developments
concerning AI as its use evolves and to consider how it might
threaten the Company's activities, including a heightened threat to
cyber security. The Investment Manager's investment process
includes consideration of technological advancements and the
resultant potential to disrupt both individual companies and the
wider markets.
Whilst it is not possible to
mitigate all risks directly, the Board regularly reviews the
premium and discount levels and considers ways in which share price
performance may be enhanced to prevent MMIT becoming unattractive
to shareholders. The Investment Managers, Frostrow and the Brokers
are in regular contact with larger investors to ensure that MMIT's
objective is still in line with shareholders' objectives. There are
also regular updates for all shareholders by way of factsheets,
annual and half-yearly reports and other documentation on the
Company's website.
Long-Term Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have carefully assessed the
Company's position and prospects as well as the principal risks
stated abve and have formed 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 financial years.
The Board has previously chosen a five-year horizon in view of the
long-term nature and outlook adopted by the Investment Manager when
making investment decisions. However, during the year under review,
the Board decided that a three-year horizon would be more realistic
in view of the three-yearly redemption option given to shareholders
which will be offered later in 2025 and again in 2028.
To make this assessment and in
reaching this conclusion, the Audit Committee has considered the
Company's financial position and its ability to liquidate its
portfolio and meet its liabilities as they fall due:
· the
portfolio is principally comprised of investments traded on major
international stock exchanges. Based on current trading volumes,
100% of the current portfolio could be liquidated within 30 trading
days with 96.1% in seven days or less under normal market
conditions and there is no expectation that the nature of the
investments held within the portfolio will be materially different
in future;
· the
expenses of the Company are predictable and modest in comparison
with the assets and there are no capital commitments foreseen which
would alter that position; and
· the
Company has no employees, only its non-executive Directors.
Consequently, it does not have redundancy or other employment
related liabilities or responsibilities.
The Audit Committee, as well as
considering the potential impact of the Company's principal risks
above and various severe but plausible downside scenarios, has also
considered the following assumptions in considering the Company's
longer-term viability:
· there
will continue to be demand for investment trusts;
· the
Board and the Investment Manager will continue to adopt a long-term
view when making investments;
· the
Company invests principally in the securities of listed companies
in emerging markets to which investors will wish to continue to
have exposure;
· regulation will not increase to a level that makes running the
Company uneconomical; and
· the
performance of the Company will continue to be
satisfactory.
The continuing uncertainty in the
global economy, the ongoing wars in Ukraine and Gaza, have
contributed to supply chain disruption and ongoing inflationary
pressures worldwide. These were factored into the key assumptions
made by assessing their impact on the Company's key risks and
whether the key risks had increased in their potential to affect
the normal, favourable and stressed market conditions. As part of
this review the Board considered the impact of a significant and
prolonged decline in the Company's performance and prospects. This
included a range of plausible downside scenarios such as reviewing
the effects of substantial falls in investment values and the
impact of the Company's ongoing charges ratio, which were the
subject of stress testing and reverse stress testing.
Furthermore, the Audit Committee
again considered the operational resilience of the Company's
service providers, and thereby the operational viability of the
Company. During the year under review, and all key service
providers were contacted with regard to their business continuity
systems as well as their IT and cyber security systems to prevent
fraudulent activity of any kind. Only minor issues were raised and
the Audit Committee was reassured that all key service providers
were operating well and to their normal high service
standards.
The Board has noted the upcoming
redemption exercise with the redemption point of 1 December 2025,
which falls within the viability assessment period. The Directors
believe that this does not raise a material uncertainty on the
going concern or viability of the Company, having given
consideration to the factors below. The majority of shareholders
decided to hold on to their shares following the redemption
exercise in November 2022, when redemption requests had been
received in respect of 2,767,334 ordinary shares or 2.54% of issued
share capital of these redemption requests, 1,356,317 ordinary
shares were matched with buyers and 1,411,017 ordinary shares were
redeemed and cancelled by the Company. Together with good
investment performance since inception, the Directors consider this
to give a positive outlook towards this year's redemption exercise
as well as the one following in 2028. In addition, during numerous
shareholder meetings held by Frostrow and the Company's Brokers no
indication was given that investors might wish to turn away from
MMIT and disinvest.
The Directors confirm, therefore,
that they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities in full over
the coming three years.
Principal Service Providers
Investment Manager
MCP Emerging Markets LLP ("MCP") is
the Alternative Investment Fund Manager ("AIFM") for the Company
pursuant to an Investment Management Agreement dated 10 September
2018 (the "IMA"). The investment management fee payable to the AIFM
is calculated at an annual rate of 1.0% of the lower of (i) Net
Asset Value; and (ii) Market Capitalisation (the "Fund Value") up
to and including £500 million; of 0.85% of the Fund Value over £500
million and up to and including £1 billion; and of 0.75% of
the Fund Value over £1 billion. The management fee is payable in
arrears monthly. There are no provisions for the payment of a
performance fee.
The IMA may be terminated by either
party by giving to the other not less than 12 months' notice in
writing.
Manager, Company Secretary and Administrator
Frostrow Capital LLP ("Frostrow")
acts as the Company's Operational Manager, Company Secretary and
Administrator. It is an independent provider of services to
the investment companies sector and currently has 15 investment
company clients of which eight are AIFM clients.
Company secretarial, marketing, and
administrative services are provided by Frostrow under an
Administration and Management Services Agreement dated 10 September
2018.
A management service fee of 0.225%
of the lower of (i) Net Asset Value and (ii) Market Capitalisation
(= the Fund Value) of the Company, charged monthly in arrears, is
payable, up to a Fund Value of £250 million. Frostrow's fees will
reduce from 0.225% to 0.20% on Fund Value of the Company in the
range of £250 million to £500 million, and to 0.175% on that part
of the Fund Value in excess of £500 million. The agreement may be
terminated by either the Company or Frostrow on six months' written
notice.
Furthermore, Frostrow provides the
AIFM Directive risk management function on behalf of the AIFM under
a delegation agreement with MCP. This delegation of the risk
management function may be terminated by either Frostrow or the
AIFM, MCP, on two months' written notice.
Further details of the fees payable
to MCP and Frostrow are set out in note 3 to the Financial
Statements.
Depositary and Custodian
Northern Trust Investor Services
Limited is the Company's Depositary, having been appointed by the
Board and MCP with effect from 1 October 2021, taking over from
Northern Trust Global Services SE following the UK's departure from
the EU and an internal reorganisation within Northern
Trust.
Under the Depositary Agreement, an
annual fee of 0.015% per annum charged on the Net Asset Value is
payable, subject to a minimum annual fee of £25,000. The Depositary
Agreement may be terminated upon six months' written notice from
the Company or the Investment Manager to the Depositary or the
Depositary to the Company and the Investment Manager.
The Northern Trust Company provides
global custody services to Mobius Investment Trust plc.
Investment Manager and Administration Manager Evaluation and
Re-Appointment
The review of the performance of MCP
as Investment Manager and Frostrow as Company Secretary and
Administration Manager is a continuous process carried out by the
Board with a formal evaluation being undertaken each year by the
Management Engagement and Remuneration Committee, chaired by Gyula
Schuch, which makes a recommendation to the Board. As part of this
process the Board monitors the services provided by the Investment
Manager and the Manager and receives regular reports and views from
them. The Board also receives comprehensive performance measurement
reports to enable it to determine whether or not the performance
objective set by the Board is being met.
The Board believes the continuing
appointment of MCP and Frostrow, under the terms described above,
is in the interests of shareholders. In coming to this decision,
the Board also took into consideration the following additional
reasons:
· the
quality and depth of experience of MCP and the level of performance
of the portfolio in absolute terms and relative to the Company's
peer group since launch; and
· the
quality and depth of experience of the management, administrative
and company secretarial team that Frostrow allocates to the
Company.
Company Promotion
The Company has appointed Frostrow
to promote the Company's shares to professional investors in the
UK. As investment company specialists, the Frostrow team provides a
continuous, pro-active marketing, distribution and investor
relations service that aims to promote the Company by encouraging
demand for the shares.
Frostrow actively engages with
professional investors, typically discretionary wealth managers,
some institutions and a range of execution-only platforms. Regular
engagement helps to attract new investors and retain existing
shareholders and, over time, results in a stable share register
made up of diverse, long-term holders.
In this work, Frostrow is supported
by Peel Hunt LLP, the Company's Brokers, who also engage with
investors via roadshows and meetings.
Frostrow arranges and manages a
continuous programme of one-to-one meetings with professional
investors around the UK. These include regular meetings with, the
senior points of contact responsible for their respective
organisations' research output and recommended lists. The programme
of regular meetings also includes autonomous decision makers within
large multi-office groups, as well as small independent
organisations. Some of these meetings involve MCP, but most of the
meetings do not, which means the Company is being actively promoted
while the Investment Manager concentrates on the
portfolio.
The Company also benefits from
involvement in the regular professional investor seminars run by
Frostrow in major centres, notably London and Edinburgh, or
webinars which are focused on buyers of investment companies.
During the year under review, a total of 219 meetings were held by
Frostrow without the manager, during which MMIT was discussed and a
total of 25 investor meetings were held with the Investment Manager
present. One investor seminar was held in London during the year
ended 30 November 2024, and for the current year three investor
seminars are being planned to be held in London, Edinburgh and
Dublin.
Additional investor meetings were
also held through the Company's Broker, Peel Hunt, throughout the
year. The Board met with investors at the Investor Day and at the
Company's AGM.
Frostrow produces many key corporate
documents including annual and half-yearly reports. Company
information and invitations to investor events, including updates
from the Investment Manager on portfolio and market developments,
are regularly emailed to a growing database, overseen by Frostrow,
consisting of professional investors across the UK.
Frostrow maintains close contact
with all the relevant investment trust broker analysts who publish
and distribute research on the Company to their respective
professional investor clients and, during the year under review,
particularly those from Peel Hunt.
The Company continues to benefit
from regular press coverage, with articles appearing in respected
publications that are widely read by both professional and
self-directed private investors. The latter typically buy their
shares via retail platforms, which account for a significant
proportion of the Company's share register.
Stakeholder Interests and Board Decision-Making (Section 172
Statement)
Under reporting regulations and the
AIC Code, the Directors are required to explain how they have
discharged their duties under Section 172 of the Companies Act 2006
in promoting the success of the Company for the benefit of the
members as a whole. This includes the likely consequences of the
Directors' decisions in the long term and how they have taken wider
stakeholders' needs into account.
The Directors aim to act fairly as
between the Company's shareholders. The Board's approach to
shareholder relations is summarised in the Corporate Governance
Report. The Chairman's Statement provides an explanation of actions
taken by the Directors during the year to achieve the Board's
long-term aim of ensuring capital growth and income returns
predominantly through investment in a diversified portfolio of
companies operating in emerging or frontier markets.
As an externally managed investment
trust, the Company has no employees, customers, operations, or
premises. Therefore, the Company's key stakeholders (other than its
shareholders) are considered to be its service providers. The need
to foster business relationships with the service providers and
maintain a reputation for high standards of business conduct are
central to the Directors' decision-making as the Board of an
externally managed investment trust. The Directors believe that
fostering constructive and collaborative relationships with the
Company's service providers will assist in their promotion of the
success of the Company for the benefit of all
shareholders.
The Board engages with
representatives from its service providers throughout the year.
Representatives from MCP and Frostrow are in attendance at each
Board meeting. As the Investment Manager and the Company Secretary
and Administrator respectively, the services they provide are
essential to the long-term success of the Company.
Further details are set out
overleaf:
Who?
STAKEHOLDER
GROUP
|
Why?
THE BENEFITS OF ENGAGING WITH
THE COMPANY'S STAKEHOLDERS
|
How?
HOW THE BOARD, THE INVESTMENT MANAGER AND
ADMINISTRATOR HAVE ENGAGED WITH THE COMPANY'S
STAKEHOLDERS
|
|
Investors
|
Clear communication of the Company's
strategy and the performance against the Company's objective
informs shareholders and the market in general and may raise new
interest from potential investors, thereby increasing the liquidity
of MMIT's shares.
New shares can be issued to meet
demand without net asset value per share dilution to existing
shareholders. Increasing the size of the Company can benefit
liquidity as well as spread costs.
In an effort to control the discount
at which shares trade to their net asset value per share, the
Company can buy back shares if the Board considers this to be in
the best interest of the Company and shareholders as a whole.
Shares can either be held in "treasury" or cancelled. Any shares
held in treasury can later be sold back to the market if conditions
permit. The Company does not currently hold any shares in treasury
nor has it undertaken any buybacks.
Once every three years, the Company
also offers a redemption facility through which shareholders may
request the redemption of all or part of their holding of
redeemable ordinary shares ("Ordinary Shares") for cash.
The next redemption point will be on
1 December 2025, with more information to be issued by the Board in
due course.
|
The Investment Manager, Frostrow and
the Company's Broker, on behalf of the Board, complete a programme
of investor relations throughout the year.
An analysis of the Company's
shareholder register is provided to the Directors at each Board
meeting along with marketing reports from Frostrow. The Board
reviews and considers the marketing plans on a regular basis.
Reports from the Company's Broker are submitted to the Board on
investor sentiment and industry issues.
Key mechanisms of engagement
include:
· the
Annual General Meeting;
· the
Company's website which hosts reports, video interviews with the
Investment Managers and monthly factsheets;
· one-on-one investor meetings and online webinars;
· should
any significant votes be cast against a resolution, proposed at the
Annual General Meeting, the Board will engage with Shareholders in
order to understand the reasons behind the votes
against;
· the
Board will explain in its AGM results announcement the actions it
intends to take to consult with shareholders in order to understand
the reasons behind any significant votes against resolutions;
and
· following the consultation, an update will be published no
later than six months after the AGM and the Annual Report will
detail the impact the Shareholder feedback has had on any decisions
the Board has taken and any actions or resolutions
proposed.
At each meeting the Board reviews
movements in the Company's shareholder register. There are regular
interactions and engagement with shareholders, including at the
AGM. Regular feedback from shareholders is received from Frostrow
and the Company's Broker.
|
|
Investment Manager
|
Engagement with the Company's
Investment Manager is essential to assess its performance against
the Company's stated strategy and to understand any risks or
opportunities that may arise. Through regular reviews with the
Investment Manager, the Board ensures that the portfolio companies
remain financially sound and have strong growth prospects. These
reviews also enable the Board to verify that MCP's environmental,
social and governance ("ESG") practices are in line with industry
standards and meet the Board's expectations. It also serves to
closely monitor investment management costs to ensure they remain
competitive.
|
The Board meets regularly with the
Company's Investment Manager throughout the year both formally at
the scheduled Board meetings and informally as needed. The Board
also receives monthly performance and compliance
reporting.
The Board further receives regular
updates from the Investment Manager concerning engagement on
ESG+C® matters with the companies within the
portfolio.
The Investment Manager's attendance
at each Board meeting provides the opportunity for the Investment
Manager and Board to further reinforce their mutual understanding
of what is expected from both parties.
|
Service Providers
|
The Company contracts with third
parties for other services including: depositary, investment
accounting & administration as well as company secretarial and
registrars. The Company ensures that the third parties to whom the
services have been outsourced complete their roles in line with
their service level agreements, thereby supporting the Company in
its success and ensuring compliance with its
obligations.
|
The Board and Frostrow engage
regularly with other service providers both in one-to-one meetings
and via regular written reporting. Representatives from service
providers are asked to attend Board and Audit Committee meetings
when deemed appropriate. This regular interaction provides an
environment where topics, issues and business development needs can
be dealt with efficiently.
|
Portfolio Companies
|
Engagement with portfolio companies
enables a comprehensive understanding of their business models,
financial strengths and strategic objectives. Close interaction
with management over time fosters a strong stakeholder relationship
that serves as an effective risk management tool. In addition,
integrating environmental, social and governance (ESG)
considerations into the investment process provides invaluable
insights for risk assessment and mitigation.
|
Active engagement on ESG+Culture
issues with the aim of improving operations, ESG-standards and
performance, and thereby catalysing a re-rating of the investee's
stock price, lies at the heart of the Investment Manager's
strategy. The Investment Manager individually tailors engagement on
ESG+C® issues to the portfolio company and its
respective sector. In addition to ESG factors, MCP places a high
emphasis on understanding a company's corporate culture. The Board
strongly supports the team in this undertaking and has been keeping
in close and regular contact with the Investment Manager to
understand the progress portfolio holdings are making along their
individual action plans.
Regular visits or video calls are
being undertaken between the Investment Managers and portfolio
companies.
On the occasion of the 2024 Investor
Day, two portfolio companies - Classys and 360 One Wam - were
invited to present their respective businesses to shareholders, and
talk about their experience of working with the MCP team on
improving ESG+C® issues.
|
|
What?
WHAT WERE THE KEY TOPICS
OF ENGAGEMENT?
|
Outcomes and actions
WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL
DECISIONS?
|
|
|
Key
topics of engagement with investors
|
|
|
|
· Ongoing dialogue with shareholders concerning the strategy of
the Company, performance, the portfolio and ESG issues.
· Impact
of market volatility on the performance of the Company.
· Share
price performance and the widening of investment company sector
discounts.
|
· The
Investment Managers, Frostrow and the Broker meet regularly with
shareholders and potential investors to discuss the Company's
strategy, performance, the portfolio and any ESG+Culture issues
which might be raised.
· Shareholders are provided with performance updates via the
Company's website as well as the usual financial reports and
monthly factsheets.
· The
Board reviews the Company's share price discount/premium on a
regular basis and has share buy-back and issuance policies as well
as a redemption facility by which investors may redeem their shares
every three years. The next redemption opportunity will be offered
to shareholders later in the year.
|
|
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Key
topics of engagement with the Investment Manager on an ongoing
basis
|
|
|
|
· Portfolio composition, performance, outlook and business
updates as well as ESG engagement with portfolio
companies.
· Team
composition.
· The
impact of market volatility upon the portfolio.
|
· Updates are received by the Board at every Board
meeting.
· The
Board is kept well informed about the team composition at MCP and
the Investment Manager gives regular updates on new team
members.
· The
unique network of external experts and consultants in Emerging
Markets built over decades of investing in this space enables the
Investment Manager to buy in project-specific, high-quality
know-how while allowing the core team to remain lean, agile and
highly motivated.
· The
Board has received regular updates from the Investment Manager
throughout the year.
|
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Key
topics of engagement with
Other Service
Providers
|
|
|
|
· The
Directors have frequent engagement with the Company's other service
providers through the annual cycle of reporting and due diligence
meetings or site visits by Frostrow. This engagement is completed
with the aim of maintaining an effective working relationship and
oversight of the services provided.
· Following a competitive tender, Johnston Carmichael LLP was
appointed as MMIT's new Auditor.
|
· During
the year, the service providers' business resilience was discussed
as well as service levels.
· Reviews of the Company's service providers during the year
have been positive and the Directors believe that their continued
appointment is in the best interests of the Company.
· During
the year the Audit Committee led a competitive audit tender
process, which resulted in the recommendation that Johnston
Carmichael LLP be appointed as the Company's new
auditor.
· The
Audit Committee met with Johnston Carmichael LLP to review the
audit plan for the year, agree its remuneration, review the outcome
of the annual audit and to assess the quality and effectiveness of
the audit process. Further information can be found in the Audit
Committee Report.
|
|
|
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|
|
|
| |
Key
topics of engagement with
Portfolio
Companies
|
|
The Investment Managers, on behalf
of the Board, have engaged with a number of portfolio
companies:
· in
order to address business matters and to understand the risks faced
by portfolio companies and how they can be addressed.
· in
order to achieve good governance overall, as good governance means
that board and management of portfolio companies are aware and
proactive in their approach to all environmental and social
issues.
|
· The
Investment Managers are aware that trusts perceived to be falling
behind in ESG and climate change concerns will be downrated by
investors. This issue therefore makes up an important part of the
risk assessment when looking at possible investments.
· For
the Investment Managers good governance is the best way to ensure
best value for shareholders. To this end, environmental and social
factors as well as governance are discussed in meetings with
managements.
|
Responsible and Sustainable Investing
The Board recognises that the most
direct way for the Company to have an impact on Environmental,
Social and Governance ("ESG") issues is through the responsible
ownership of its investments.
It has delegated authority to its
Investment Manager to engage actively with the management of
investee companies and encourage that high standards of ESG
practice are adopted and that high standards of corporate
governance and corporate responsibility are maintained. More
information is given in the Investment Manager's Review.
The Investment Manager's customised
engagement acts as one of the key features in the investment
process and includes an Action Plan targeted at ESG and operational
issues identified in the individual holdings. The Investment
Manager believes this customised engagement will lead to an
enhancement in ESG+C® positioning, operational
improvements, and attractive returns to investors following a stock
rerating. Throughout the year, the Board followed the progress on
engagement closely.
The
Investment Manager's ESG+C® Policy
The Investment Manager's ESG Policy
can be found on their website at https://mcp-em.com/en and it explains how ESG and
corporate culture factors are being assessed all through the
investment process as follows:
· an
initial recommendation by the Investment Committee;
· establishment of an ESG+C® action plan and
engagement with companies;
· monitoring, measuring and reporting ESG+C®
improvement; and
· exercising voting rights.
In particular, the ESG Policy states
that MCP are strongly convinced that companies with higher ESG
standards generally have a lower cost of capital, more efficient
operational performance, greater protection of minority investors'
interests, lower business risk and higher shareholder
distributions, all of which positively influence a company's
valuation. The Investment Manager's 2024 Stewardship Report can be
found on https://www.mobiusinvestmenttrust.com which provides a
detailed overview of the Manager's:
· engagement policy and breakdown;
· ESG
monitoring, measuring and reporting; and
· voting
policy, activity and outcomes.
Quarterly ESG factsheets can also be
found on the Investment Managers' website, giving a breakdown of
investment companies' disclosure of
· environmental targets
such as environmental reporting, quantitative environmental targets
and Carbon Disclosure Project Portfolio Company scores. The Carbon
Disclosure Project increases environmental transparency and
accountability of companies and enables progress tracking. The
scoring ranges from A, A-to B, B-to C, C-to D,
D-and F.
· social targets such as
employee training initiatives and reporting on Sustainable
Development Goals in the fields of Industry, Innovation and
Infrastructure, Good Health and Wellbeing, and Decent Work and
Economic Growth.
· governance targets
such as gender equality and female directors, Board independence,
sustainability reporting, Global Reporting Initiative Compliant
reporting, dedicated Investor Relations professionals and
others.
· corporate culture
targets such as a Code of Conduct, share option schemes,
non-financial employee benefits,
anti-corruption and whistleblower policies, dedicated
sustainability professionals and gender equality among C-level
executives.
Taskforce for Climate-Related Financial Disclosures
("TCFD")
The Company notes the TCFD
recommendations on climate-related financial disclosures. The
Company is an investment trust with no employees, internal
operations or property and, as such, it is exempt from the Listing
Rules requirement to report against the TCFD framework.
The Investment Manager reports on
portfolio companies' Carbon Disclosure Project (CDP) Scores as part
of their quarterly ESG+C reporting. CDP's disclosure platform
provides the mechanism and a first step towards reporting in line
with the TCFD recommendations. In addition, the team engages with
every portfolio holding on the adoption of the TCFD
recommendations.
The risks associated with climate
change represent an increasingly important issue and the Board and
the Investment Manager is aware the transition to a low-carbon
economy will affect all businesses, irrespective of their size,
sector or geographic location. Therefore, no company's revenues are
immune and the assessment of such risks must be considered within
any effective investment approach.
Integrity and Business Ethics
The Company is committed to carrying
out business in an honest and fair manner. In carrying out its
activities, the Company aims to conduct itself responsibly,
ethically and fairly, including in relation to social and human
rights issues.
The Board has adopted a
zero-tolerance approach to instances of bribery and corruption.
Accordingly, it expressly prohibits any Director or associated
persons when acting on behalf of the Company from accepting,
soliciting, paying, offering or promising to pay or authorise any
payment, public or private, in the United Kingdom or abroad to
secure any improper benefit from themselves or for the
Company.
The Board applies the same standards
to its service providers in their activities for the
Company.
A copy of the Company's Anti Bribery
and Corruption Policy can be found in the Corporate Information
section of the Company's website on www.mobiusinvestmenttrust.com. The policy is reviewed
annually by the Audit Committee.
In response to the implementation of
the Criminal Finances Act 2017, the Board also adopted a
zero-tolerance approach to the criminal facilitation of tax
evasion. A copy of the Company's policy on preventing the
facilitation of tax evasion can be found in the Corporate
Information section of the Company's website www.mobiusinvestmenttrust.com. The policy is reviewed
annually by the Audit Committee.
The Board's expectations are that
its principal service providers have appropriate governance
policies in place.
Modern Slavery Act 2015
The Company does not provide goods
or services in the normal course of business, and as a financial
investment vehicle does not have customers. The Directors do not
therefore consider that the Company is required to make a statement
under the Modern Slavery Act 2015 in relation to slavery or human
trafficking.
The Company's suppliers are
typically professional advisers and the Company's supply chains are
considered to be low risk in this regard.
In light of the nature of the
Company's business there are no relevant human rights issues and
the Company does not have a human rights policy.
Looking to the Future
The Board concentrates its attention
on the Company's investment performance and MCP's investment
approach and on factors that may have an effect on this
approach.
The Board monitors the performance
of the Company's net asset value compared with its peer
group.
The Board is regularly updated by
Frostrow Capital LLP and Peel Hunt LLP on wider investment trust
industry issues and regular discussions are held concerning the
Company's future development and strategy.
A review of the Company's year ended
30 November 2024, its performance and the outlook for the Company
can be found in the Chairman's Statement and in the Investment
Manager's Review.
The Company's overall strategy
remains unchanged.
For and on behalf of the Board of
Directors
Maria Luisa Cicognani
Chairman
10 March 2025
Governance
BOARD OF DIRECTORS
Maria Luisa Cicognani
Independent Non-Executive Chairman
Appointed to the Board on 5
September 2018
Remuneration per annum: £40,000
(Information as at 30 November
2024)
Shareholding in the Company:
72,927*
Skills and Experience:
Maria Luisa has over 30 years'
experience with significant knowledge of the banking sector,
emerging markets and corporate governance issues. Between 1993 and
2005, she worked at the European Bank for Reconstruction and
Development, ultimately as Head of the Bank Equity group, before
holding senior positions with Merrill Lynch and Renaissance
Capital, Mediobanca, Azimut Global Counselling in Italy and Azimut
International Holding in Luxembourg. Since 2016 she has been senior
adviser to a number of financial institutions and investors as well
as non-executive director in listed companies.
Maria Luisa holds a magna cum laude Bachelor's degree in
Business and Administration from Bocconi University in Italy and a
Master's degree in Japanese Economy and Business from the
International University of Japan.
Other Appointments:
Maria Luisa is non-executive
chairman of Concrete Fashion Group listed on the Egyptian Stock
Exchange in Cairo and a non-executive director of Eurizon Capital
SgR, and of Intesa San Paolo Holding S.A. Luxembourg.
Standing for re-election:
Yes
Christopher Casey
Independent Non-Executive Director and Chairman of the Audit
Committee
Appointed to the Board on 5
September 2018
Remuneration per annum: £35,000
(Information as at 30 November
2024)
Shareholding in the Company:
10,000*
Skills and Experience:
Christopher has extensive experience
as a non-executive director and audit committee chairman of public
companies, in particular investment trusts.
Previously he was chairman (formerly
audit committee chairman) of China Polymetallic Mining Limited
until 2016, audit committee chairman of Latchways plc until 2015,
audit committee chairman of Eddie Stobart Logistics plc until
August 2020, audit committee chairman of BlackRock Sustainable
American Investment Trust plc until March 2023 and chairman of The
European Smaller Companies Trust plc until November
2024.
Christopher's career spans over 40
years and he was previously an audit partner at KPMG. He graduated
from Oxford University in 1977 with a degree in Politics,
Philosophy and Economics.
Other Appointments:
Christopher is also a non-executive
director and audit committee chairman of Life Settlements Assets
plc, non-executive director and chairman of CQS Natural Resources
Growth and Income PLC and non-executive director of Fidelity
Special Values plc.
Standing for re-election:
No
Gyula Schuch
Independent
Non-Executive Director, Chairman of the Management Engagement and
Remuneration Committee and Senior Independent Director
Appointed to the Board on 1 June
2022
Remuneration per annum: £30,000
(Information as at 30 November
2024)
Shareholding in the Company:
none*
Skills and Experience:
Gyula has over 25 years' experience
in investment banking. Formerly, he was Managing Director of EEMEA
and LATAM Equities at HSBC Bank plc, Global Banking and Markets in
London and Managing Director and Co-Head of EEMEA and LATAM
Equities at HSBC Securities (USA) Inc in New York. Previously, he
worked for HVB Capital Markets New York and CA-IB Securities New
York Inc. as well as being Equity Partner at Ithuba Capital, a
management-owned investment bank and regional advisory firm with
headquarters in Vienna.
He holds a Master of Business
Administration degree from the University of Business
Administration and Economics in Vienna.
Other Appointments:
Gyula is a partner of Vienna Capital
Partners and a member of the investment advisory board of Rubellius
Capital AG in Zurich.
He is also a director of Pomega Inc.
in the US.
Standing for re-election:
Yes
Diana Dyer Bartlett
Independent Non-Executive Director
Appointed to the Board with effect
from 17 March 2025 Remuneration per annum: £30,000
(For the year ending 30 November 2025. This will
rise to £36,050 per annum once Diana becomes Chair of the Audit
Committee.)
Shareholding in the Company:
none
Skills and Experience:
After qualifying as a chartered
accountant with Deloitte Haskins & Sells, Diana spent five
years in investment banking with Hill Samuel. Since then, she has
held a number of executive roles including as finance director of
various venture capital and private equity backed businesses and
listed companies involved in software, financial services,
renewable energy and coal mining. She was also Company Secretary of
Tullett Prebon plc and Collins Stewart Tullett plc. She previously
also held positions as non-executive director and chair of the
audit committee at SmartSpace Software plc (2013-2021) and
Rutherford Health plc (2019-2020).
Other Appointments:
Diana is a non-executive director
and audit committee chairman of Smithson Investment Trust plc and
Mid Wynd International Investment Trust plc as well as a senior
non-executive director and audit and risk committee chairman of
Schroder British Opportunities Trust plc. She is also audit
committee chairman (but not a director) of Castle Water
Limited.
Standing for election:
Yes
REPORT OF THE DIRECTORS
The Directors present this Annual
Report on the affairs of the Company together with the audited
financial statements and the Independent Auditor's Report for the
year ended 30 November 2024.
In accordance with the requirement
for the Directors to prepare a Strategic Report and an enhanced
Directors' Remuneration Report for the year ended 30 November 2024,
the following information is set out in the Strategic Report: a
review of the business of the Company including details of its
objective, strategy and business model, future developments,
details of the principal risks and uncertainties associated with
the Company's activities (including the Company's financial risk
management objectives and policies), information regarding
community, social, employee and human rights and environmental
issues.
Information about Directors'
interests in the Company's ordinary shares is included within the
Annual Report in the Remuneration section of the Directors'
Remuneration Report.
The Corporate Governance Statement
forms part of this Directors' Report.
Business and Status of the Company
The Company is registered as a
public limited company in England and Wales (Registered Number:
11504912) and is an investment company within the terms of Section
833 of the Companies Act 2006 (the "Act"). Its ordinary shares are
admitted to the closed-ended investment funds category of the
Official List of the FCA and traded on the main market of the
London Stock Exchange.
The principal activity of the
Company is to carry on business as an investment trust. The Company
has been granted approval from HM Revenue & Customs as an
investment trust under sections 1158 and 1159 of the Corporation
Taxes Act 2010. The Company will be treated as an investment trust
company subject to the Company's continued compliance with
applicable laws and regulations. The Directors do not envisage any
change in this activity in the future.
The Company is a member of the
Association of Investment Companies ("AIC").
Alternative Performance Measures
The Financial Statements set out the
required statutory reporting measures of the Company's financial
performance. In addition, the Board assesses the Company's
performance against a range of criteria which are viewed as
particularly relevant for investment trusts, which are summarised
and explained in greater detail in the Strategic Report, under the
heading 'Key Performance Indicators'.
The Directors believe that these
measures enhance the comparability of information between reporting
periods and aid investors in understanding the Company's
performance. The measures used for the year under review have
remained consistent with the prior period.
Definitions of the terms used and
the basis of calculation adopted are set out in the
Glossary.
Annual General Meeting ("AGM")
THE
FOLLOWING INFORMATION TO BE DISCUSSED AT THE FORTHCOMING ANNUAL
GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If
you are in any doubt about the action you should take, you should
seek advice from your stockbroker, bank manager, solicitor,
accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended). If you have
sold or transferred all of your ordinary shares in the Company, you
should pass this document, together with any other accompanying
documents, including the form of proxy, at once to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for onward transmission to the
purchaser or transferee.
The following Special Resolutions
will be proposed at the forthcoming AGM.
Resolution 9: Authority to
allot shares up to approximately 20% of the ordinary shares in
issue.
Resolution 10: Authority to
issue new shares or sell shares from Treasury for cash, up to
approximately 20% of the Company's issued ordinary shares at a
price per share not less than the net asset value per share, and to
disapply
pre-emption rights in respect of those shares.
Resolution 11: Authority to buy
back up to 14.99% of shares in issue at the time of the AGM, either
for cancellation or for placing into Treasury.
Resolution 12: Authority to
hold general meetings (other than AGMs) on at least 14 days'
notice.
The full text of the resolutions can
be found in the Notice of Annual General Meeting at the end of this
document. Explanatory notes regarding the resolutions can be found
following the Notice of Annual General Meeting. Ordinary
resolutions require that more than 50% of the votes cast at the
relevant meeting be in favour of the resolution for it to be
passed. Special resolutions require that at least 75% of the votes
cast be in favour of the resolution for it to be passed.
Recommendation
The Directors consider that all the
resolutions to be proposed at the AGM are in the best interests of
the Company and its members as a whole. The Directors unanimously
recommend that shareholders vote in favour of all the resolutions,
as they intend to do in respect of their own beneficial holdings,
details of which are set out in the Directors' Remuneration
Report.
AGM
Arrangements
The AGM will be held on Thursday, 15
May 2025. In case of any problems, arrangements will be made for
shareholders to attend via a webinar, view the Investment Manager's
presentation online and ask questions in advance. Shareholders are
encouraged to view the Company's website, www.mobiusinvestmenttrust.com for further information
nearer the time. Questions can be submitted to the Company
Secretary at info@frostrow.com.
Shareholders are strongly encouraged
to exercise their votes in respect of the meeting in advance by
returning their forms of proxy. This will ensure that all
shareholders' votes are registered in the event that attendance is
not possible or restricted or if the meeting is postponed. Further
details about the voting process can be found in the Notice of
Meeting.
Articles of Association
Amendment of the Company's Articles
of Association requires a special resolution to be passed by
shareholders.
Directors
The current Directors of the Company
are Maria Luisa Cicognani, Christopher Casey and Gyula Schuch. All
Directors served as Directors throughout the year to 30 November
2024 and up to the date of this report.
No other person was a director
during any part of the year or up to the approval of this
report.
With effect from 17 March 2025,
Diana Bartlett will join the Board as an independent non-executive
Director.
Directors' Conflicts of Interest
Directors report on actual or
potential conflicts of interest at each Board meeting. Any Director
with a potential conflict would be excluded from any related
discussion.
Directors' and Officers' Liability Insurance
Cover
Directors' and Officers' liability
insurance cover was maintained by the Board during the year ended
30 November 2024. It is intended that this policy will continue for
the year ending 30 November 2025 and subsequent years.
Directors' Indemnities
Subject to the provisions of
applicable UK legislation, the Company provides an indemnity for
Directors in respect of costs incurred in the defence of any
proceedings brought against them and also liabilities owed to third
parties, in either case arising out of their positions as Directors
of the Company. This was in place throughout the financial year
under review and up to the date of the approval of this report. The
indemnities are qualifying third party provisions for the purposes
of the Companies Act 2006.
A copy of each deed of indemnity is
available for inspection at the Registered Office of the Company
during normal business hours and will be available for inspection
at the Annual General Meeting.
Directors' Fees
Reports on Directors' Remuneration
and also the Directors' Remuneration Policy are set out
below.
Appointment and Replacement of Directors
Unless otherwise determined by the
Company by ordinary resolution, the number of Directors shall not
be less than two.
Directors' Interests
The beneficial interests in the
Company of the Directors, and of the persons closely associated
with them, are set out in the Directors' Remuneration
Report.
Capital Structure
As at 30 November 2024 there were
115,420,336 redeemable ordinary shares of 1p each (2023:
115,420,336 ordinary shares) and 50,000 management shares of £1
each in issue.
All ordinary shares rank equally for
dividends and distributions. Each shareholder is entitled to one
vote on a show of hands and, on a poll, to one vote for every
ordinary share held. Details of the substantial holders of ordinary
shares in the Company are listed below.
The management shares do not carry a
right to receive notice of, or attend or vote at, any general
meeting of the Company unless no other shares are in issue at that
time. The management shares are entitled to receive, in priority to
any payment of a dividend on any other class of share, a fixed
cumulative dividend of 0.01% per annum on their nominal amount. On
a return of capital (including on a winding up) the holders of the
management shares shall only receive an amount up to the capital
paid up on such management shares. The management shares are not
redeemable.
There are no restrictions concerning
the transfer of ordinary shares in the Company; no special rights
with regard to control attached to ordinary shares; no restrictions
on voting rights; no agreements between holders of ordinary shares
regarding their transfer known to the Company; and no agreements
which the Company is party to that might affect its control
following a successful takeover bid.
Details of the voting rights in the
Company's shares at the date of this Annual Report are given in
Note 2 to the Notice of the Annual General Meeting.
Share Issues and Buybacks
The Directors currently have the
authority to issue shares up to an aggregate nominal amount equal
to 20% of the issued share capital of the Company. They also have
the authority to issue shares, or sell Treasury shares, up to an
aggregate nominal amount equal to 20% of the issued share capital
for cash, without pre-emption rights applying. These authorities
will expire at the AGM to be held on 15 May 2025, when resolutions
to renew them will be proposed.
Furthermore, at the last AGM held on
23 April 2024, the Directors were granted authority to repurchase
up to 17,031,508 Ordinary shares, being 14.99% of the Company's
issued share capital. This authority will also expire at the
forthcoming AGM, when a resolution to renew it will be
proposed.
As set out in MMIT's prospectus, the
Company may buy back shares when the share price discount to the
net asset value per share rises above 5%, at the Board's
discretion. The Company's share issuance policy allows the issuance
of new shares at a small premium to the net asset value per share
on a regular basis acting as a premium management tool.
As at 30 November 2024, the number
of ordinary shares in issue was 115,420,336. No ordinary shares
were issued during the year and no shares were bought
back.
Since the year-end no further
Ordinary Shares were issued and no shares were bought
back.
Treasury Shares
The Company may make market
purchases of its own shares for cancellation or for holding in
Treasury where it is considered by the Board to be cost effective
and positive for the management of the Company's capital base to do
so. During the year, and since the year end, no shares were
purchased for, or held in, Treasury.
Shares would only be re-issued from
Treasury at a price representing a premium to net asset value per
share.
Redemption Facility
As set out in the prospectus, the
Company has a redemption facility through which shareholders are
entitled to request the redemption of all or part of their holding
of ordinary shares on a periodic basis. The first redemption point
for the ordinary shares was on 30 November 2022 and each subsequent
redemption point will fall on 30 November every third year
thereafter. In 2025, as the 30 November falls on a Sunday, the
redemption point will be on 1 December 2025. Shareholders
submitting valid requests for the redemption of Ordinary Shares
will have their shares redeemed at the Redemption Price. The
Company may, prior to the Redemption Point, in its sole discretion,
invite investors to purchase Ordinary Shares which are the subject
of Redemption Requests pursuant to a matched bargain facility. In
addition, the Company may, subject to law and regulation, purchase
Ordinary Shares which are the subject of Redemption Requests
on-market via an intermediary pursuant to an existing shareholder
authority. The price at which such transfers or purchases will be
made will not be less than the Redemption Price which the
Shareholder requesting redemption would have received if the
Redemption Price had been determined by reference to the Dealing
Value per Ordinary Share applicable on the relevant Redemption
Point. Shareholders will be notified after the Redemption Point
whether their Ordinary Shares have been redeemed by the Company
under the redemption facility at the Redemption Price or sold to
incoming investors under the matched bargain facility or purchased
by the Company. The Directors have absolute discretion to operate
the periodic redemption facility on any given Redemption Point and
to accept or decline in whole or part any redemption
request.
During the redemption exercise in
2022, redemption requests in respect of a total of 2,767,334
ordinary shares were received, representing 2.54% of issued share
capital at the time. Of these redemption requests, 1,356,317
ordinary shares were matched with buyers and sold at the redemption
price and 1,411,017 ordinary shares were redeemed and cancelled by
the Company.
The terms of the redemption facility
are set out in the Company's Articles of Association and were
summarised in the Company's IPO prospectus.
In early October 2025, and roughly
four weeks ahead of the deadline for submitting redemption
requests, the Company expects to issue a regulatory announcement
reminding shareholders of the upcoming redemption point and setting
out the process for redemption.
The Board and the Investment
Managers believe that the Company's investment case remains highly
compelling and therefore will not redeem their shares.
Substantial Interests in Share Capital
As at 30 November 2024 and 28
February 2025, being the latest practicable date before publication
of the Annual Report, the Company was aware of the following
substantial interests in the voting rights of the
Company:
|
30 November
2024*
|
|
Number of
|
% of issued
|
|
ordinary
|
share
|
Shareholder
|
shares held
|
capital
|
City of London Investment
|
|
|
Management
|
13,170,400
|
11.41
|
1607 Capital Partners
|
10,197,123
|
8.84
|
Interactive Investor (EO)
|
7,753,650
|
6.71
|
Hargreaves Lansdown,
|
|
|
stockbrokers (EO)
|
7,573,784
|
6.57
|
CG Asset Management
|
6,924,485
|
5.99
|
Joseph Bernhard
|
|
|
Mark Mobius
|
6,531,382
|
5.66
|
Connor Broadley
|
4,778,235
|
4.14
|
Columbia Threadneedle
|
|
|
Investments
|
4,600,000
|
3.99
|
A.I.M Overseas PTC
|
3,918,249
|
3.39
|
JM Finn, stockbrokers
|
3,709,268
|
3.22
|
EO = Execution only
*Source: RD:IR Investor Relations
Services
|
28 February
2025*
|
|
Number of
|
% of issued
|
|
ordinary
|
share
|
Shareholder
|
shares held
|
capital
|
City of London Investment
|
|
|
Management
|
15,089,279
|
13.07
|
1607 Capital Partners
|
8,886,743
|
7.70
|
CG Asset Management
|
7,709,485
|
6.68
|
CG Asset Management
|
7,709,485
|
|
Interactive Investor (EO)
|
7.489,208
|
6.49
|
Hargreaves Lansdown,
|
|
|
stockbrokers (EO)
|
7,355,883
|
6.37
|
Joseph Bernhard Mark
Mobius
|
6,531,382
|
5.66
|
Columbia Threadneedle
|
|
|
Investments
|
4,300,000
|
3.73
|
A.I.M Overseas PTC
|
3,914,369
|
3.39
|
JM Finn, stockbrokers
|
3,643,724
|
3.16
|
EO = Execution only
*Source: RD:IR Investor Relations
Services
Interest of the lead investment
manager in the shares of the Company as at 30 November
2024:
Carlos Hardenberg
|
1,193,450
|
1.03%
|
Beneficial Owners of Ordinary Shares - Information
Rights
The beneficial owners of ordinary
shares who have been nominated by the registered holder of those
shares to receive information rights under Section 146 of the
Companies Act 2006 are required to direct all communications to the
registered holder of their shares rather than to the Company's
registrar, Computershare, or to the Company directly.
Political Donations
The Company has not made any
political donations in the past, nor does it intend to do so in the
future.
Corporate Governance
The Corporate Governance report,
which includes the Company's Corporate Governance policies is set
out below.
Global Greenhouse Gas Emissions for the Year ended 30 November
2024
The Company is an investment trust,
with neither employees nor premises, nor has it any financial or
operational control of the assets which it owns. It 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' Report)
Regulations 2013, including those within the Company's underlying
investment portfolio. Consequently, the Company consumed less than
40,000 kWh of energy during the year in respect of which the
Directors' Report is prepared and therefore is exempt from the
disclosures required under the Streamlined Energy and Carbon
Reporting criteria.
Common Reporting Standard ("CRS")
CRS is a global standard for the
automatic exchange of information commissioned by the Organisation
for Economic Cooperation and Development and incorporated into UK
law by the International Tax Compliance Regulations 2015.
CRS requires the Company to provide certain additional details
to HMRC in relation to certain shareholders. The reporting
obligation began in 2016 and will be an annual requirement going
forward. The Registrars, Computershare Investor Services, have been
engaged to collate such information and file the reports with HMRC
on behalf of the Company.
UK
Listing Rule 6.6.6
UK Listing Rule 6.6.6 requires the
Company to include certain information, more applicable to
traditional trading companies, in a single identifiable section of
the Annual Report or a cross reference table indicating where the
information is set out. The Directors confirm that there are no
disclosures to be made in this regard.
Going Concern
The content of the Company's
portfolio, trading activity, the Company's cash balances and
revenue forecasts, and the trends and factors likely to affect the
Company's performance are reviewed and discussed at each Board
meeting.
The Board has considered a detailed
assessment of the Company's ability to meet its liabilities as they
fall due, including stress tests and reverse stress tests which
modelled the effects of substantial falls in markets and
significant reductions in market liquidity on the Company's NAV,
its cash flows and its expenses. Further information is provided in
the Audit Committee report.
Based on the information available
to the Directors at the date of this report, including the results
of these stress tests, the conclusions drawn in the Viability
Statement, the Company's cash balances, and the liquidity of the
Company's listed investments, the Directors are satisfied that the
Company has adequate financial resources to continue in operation
for a period of at least the next 12 months from when the Financial
Statements are authorised for issue and that, accordingly, it is
appropriate to continue to adopt the going concern basis in
preparing the financial statements.
The Directors have also considered
the fact that shareholders will again be offered a redemption
facility later this year, with the option to either retain or
redeem their investment. However, in view of the solid performance
of the Company since inception, it is the Board's view that the
redemption does not create a material uncertainty on going concern.
In addition, during numerous shareholder meetings held by Frostrow
and the Company's Brokers during the year, no indication was given
that shareholders might wish to turn away from MMIT.
In reaching these conclusions and
those in the Viability Statement, the stress testing conducted also
featured consideration of the long-term effects of the continuing
uncertainty created by the increase in global inflation and higher
interest rates, together with the consequences of the wars in
Ukraine and Gaza and the subsequent long-term effects on economies
and international relations.
UK
Sanctions
The Board has made due diligence
enquiries of the service providers that process the Company's
shareholder data to ensure the Company's compliance with the UK
sanctions regime. The relevant service providers have confirmed
that they check the Company's shareholder data against the UK
sanctions list on a regular basis. At the date of this report, no
sanctioned individuals had been identified on the Company's
shareholder register. The Board notes that stockbrokers and
execution-only platforms also carry out their own due
diligence.
Independent Auditor
Following an audit tender undertaken
between May and August 2024, PricewaterhouseCoopers LLP tendered
its resignation under Sections 516 and 519 of the Companies Act
2006 and confirmed that there were no reasons for its resignation
other than the Company wishing to appoint a different auditor. On
the recommendation from the Audit Committee, the Board of MMIT
appointed Johnston Carmichael LLP as the Company's new Auditor with
effect from 20 August 2024. This appointment was announced on
8 August 2024. Resolutions to confirm Johnston Carmichael LLP as
the Company's auditor and authorise the Audit Committee to
determine its remuneration will be proposed at the forthcoming
Annual General Meeting. Further details of the audit tender are
included in the Chairman's Statement and the Report of the Audit
Committee.
Statement of Disclosure of Information to the
Auditor
As far as the Directors are aware,
there is no relevant information (as defined in the Companies Act
2006) of which the Company's auditor is unaware. The Directors have
taken all steps they ought to have taken to make themselves aware
of any relevant audit information and to establish that the auditor
is aware of such information.
Other Statutory Information
The following information is
disclosed in accordance with the Companies Act 2006:
· The
rules on the appointment and replacement of directors are set out
in the Company's Articles of Association (the "Articles"). A
change to the Articles would be governed by the Companies Act
2006.
· Subject to the provisions of the Companies Act 2006, to the
Articles, and to any directions given by special resolution, the
business of the Company shall be managed by the Directors who may
exercise all the powers of the Company. The powers shall not be
limited by any special powers given to the Directors by the
Articles and a meeting of the Directors at which a quorum is
present may exercise all the powers exercisable by the Directors.
The Directors' powers to buy back and issue shares, in force at the
end of the year, are recorded in the Directors' Report.
There are no agreements:
(i) to which the Company
is a party that might affect its control following a takeover bid;
and/or
(ii) between the Company
and its Directors concerning compensation for loss of
office.
By order of the Board
Frostrow Capital LLP
Company Secretary
10 March 2025
CORPORATE GOVERNANCE
The
Board and Committees
Responsibility for effective
governance lies with the Board. The governance framework of the
Company reflects the fact that as an investment company it has no
employees and outsources portfolio management to MCP Emerging
Markets LLP and Company management, company secretarial, marketing
and administrative services to Frostrow Capital LLP.
The Board
Independent Chairman - Maria Luisa
Cicognani
Two additional non-executive
Directors, all considered independent.
The Board has appointed Gyula Schuch
as Senior Independent Director.
Key responsibilities:
· to
provide leadership and set strategy, values and standards within a
framework of prudent effective controls which enable risk to be
assessed and managed;
· to
ensure that a robust corporate governance framework is implemented;
and
· to
challenge constructively and scrutinise the performance of all
outsourced activities.
|
Management Engagement and
Remuneration
Committee
Chairman
Gyula
Schuch
All
Independent Directors
Key responsibilities:
· to
review regularly the contracts, performance and remuneration of the
Company's principal service providers;
· to set
the remuneration policy of the Company; and
· to
determine and agree with the Board the remuneration of the
Directors. Where appropriate, the Committee will consider both the
need to judge the position of the Company relative to other
companies regarding the remuneration of Directors and the need to
appoint external remuneration consultants.
|
Audit
Committee
Chairman
Christopher Casey*#
All
Independent Directors
(The
Chairman of the Board is also a member of the Committee)
Key responsibilities:
· to
monitor the integrity of the Company's Annual Report and financial
statements and of the half-yearly report;
· to
oversee the risk and control environment and financial reporting;
and
· to
review the performance of the Company's external Auditor and to set
its remuneration.
|
* The Directors believe
that Christopher Casey has the necessary recent and relevant
financial experience to chair the Company's Audit
Committee.
# With effect from 17 March
2025, Diana Bartlett will join the Board as an independent
non-executive Director. Following Christopher Casey's retirement at
the end of the AGM on 15 May 2025, Diana will take over as Chair of
the Audit Committee. The Directors believe that Diana Bartlett has
the necessary recent and relevant financial experience to chair the
Company's Audit committee.
Copies of the full terms of
reference, which clearly define the responsibilities of each
Committee, can be found on the Company's website at www.mobiusinvestmenttrust.com. They can also be
obtained from the Company Secretary and will be available for
inspection at the AGM.
Given the small size of the Board,
the Company does not have a Nomination Committee. Instead, all
duties of a Nomination Committee such as the annual consideration
of Directors' performance and the skills possessed collectively by
the Board as well as the consideration of new appointments, are
performed by the Board as a whole.
Corporate Governance Report
The Company is committed to the
highest standards of corporate governance and the Board is
accountable to shareholders for the governance of the Company's
affairs.
The Board of Mobius Investment Trust
plc has considered the principles and recommendations of the AIC
Code of Corporate Governance published in February 2019 (the "AIC
Code"). The AIC Code addresses all the principles set out in the UK
Corporate Governance Code (the "UK Code") published in 2018, as
well as setting out additional provisions on issues that are of
specific relevance to the Company.
The Board considers that reporting
against the principles and provisions of the AIC Code (which has
been endorsed by the Financial Reporting Council) will provide
better information to shareholders. By reporting against the AIC
Code, the Company meets its obligations under the UK Code (and
associated disclosure requirements under paragraph 6.6.6 of the UK
Listing Rules) and as such does not need to report further on
issues contained in the UK Code that are irrelevant to the Company
as an externally-managed investment company, including the
provisions relating to the role of the chief executive, executive
directors' remuneration and the internal audit function.
The AIC Code is available on the
AIC's website www.theaic.co.uk and the UK
Code can be viewed on the Financial Reporting Council's website
www.frc.org.uk. The AIC Code includes an
explanation of how the AIC Code adapts the principles and
provisions set out in the UK Code to make them relevant for
investment companies.
The Company has complied with the
principles and provisions of the AIC Code.
The Chairman of the Board is also a
member of the Audit Committee, but this is considered acceptable
due to the small number of Directors. However, under the terms of
reference of the Audit Committee, the Chairman of the Board may not
act as the Chairman of the Audit Committee.
The Corporate Governance Statement
forms part of the Report of the Directors.
In addition to the above, the Board
also notes the publication of the new UK Corporate Governance Code
2024 ("new UK Code"), which applies to financial years beginning on
or after 1 January 2025. The AIC has also provided a new AIC Code
of Corporate Governance ("new AIC Code") which addresses the
principles set out in the new UK Code and which also applies to
financial years beginning on or after 1 January 2025. In due
course, the Company will report against the new AIC
Code.
The
Board
The Board is responsible for the
effective governance and the overall management of the Company's
affairs. The governance framework of the Company reflects the fact
that as an investment company it outsources portfolio management
services to MCP and company secretarial, administration, marketing
and risk management services to Frostrow.
The Board's key responsibilities are
to set the strategy, values and standards; to provide leadership
within a controls framework which enable risks to be assessed and
managed; to challenge constructively and scrutinise performance of
all outsourced activities; and to review regularly the contracts,
performance and remuneration of the Company's principal service
providers and Investment Manager. The Board is responsible for all
matters of direction and control of the Company, including its
investment policy, and no one individual has unfettered powers of
decision.
The role of the Board is to promote
the long-term sustainable success of the Company, generating value
for shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on
which the Company generates and preserves value over the long term.
The Strategic Report describes how opportunities and risks to the
future success of the business have been considered and addressed,
the sustainability of the Company's business model and how its
governance contributes to the delivery of its strategy.
The Company's Objective and
Investment Policy are set out above.
The purpose and strategy of the
Company are described in the Strategic Report above.
Strategy issues and all material
operational matters are considered at Board meetings.
Culture
The Board seeks to establish and
maintain a corporate culture characterised by fairness in its
treatment of the Company's service providers, whose efforts are
collectively directed towards delivering returns to shareholders in
line with the Company's purpose and objectives. It is the Board's
belief that this contributes to the greater success of the Company
as well as being an appropriate way to conduct relations between
parties engaged in a common purpose.
Diversity Policy
The Board supports the principle of
Boardroom diversity. The Company's policy is that the Board and its
committees should be comprised of directors who collectively
display the necessary balance of professional skills, experience,
length of service and industry knowledge and that appointments to
the Board and its committees should be made on merit, against
objective criteria, including diversity in its broadest
sense.
The objective of the policy is to
have a broad range of approaches, backgrounds, skills, knowledge
and experience represented on the Board. The Board believes that
this will make the Board and its committees more effective at
promoting the long-term sustainable success of the Company and
generating value for shareholders by ensuring there is a breadth of
perspective among the Directors and the challenge needed to support
good decision making. To this end, achieving a diversity of
perspectives and backgrounds on the Board and its committees will
be a key consideration in any director search process.
The gender balance of two men and
one woman, as at the date of this report, is in line with the
recommendations of Lord Davies' reports on Women on Boards. The
Board is aware that gender representation objectives have been set
for FTSE 350 companies and that targets concerning ethnic diversity
have been recommended for each FTSE 100 board to have at least one
director of colour by 2021 and for each FTSE 250 board to have the
same by 2024.
When appointing new Board members,
the Directors will consider knowledge, skills and experience.
However, the Board will not display any bias for age, gender, race,
sexual orientation, religion, ethnic or national origins,
disability, or educational, professional or socio-economic
background in considering the appointment of its
Directors.
Board Diversity
The Board is supportive of the FCA's
UK Listing Rules (UKLR6.6.6(9)) to encourage greater diversity on
listed company boards to the effect that:
(i) at least 40% of the
individuals on its board are women;
(ii) at least one of the
senior board positions (Chair or SID) is held by a woman;
and
(iii) at least one individual
on the board is from a minority ethnic background.
The Board has chosen to align its
diversity reporting reference date with the Company's financial
year end and proposes to maintain this alignment for future
reporting periods. The Company has met one of the three targets on
board diversity as at its chosen reference date, 30 November 2024:
the senior position of Chairman of the Board is held by a
woman.
The relatively small size of the
Company's Board, and therefore more infrequent vacancies and
opportunities for recruitment, make achieving diversity on the
Board a more challenging, but ongoing process. As succession
planning of the Board progresses over future years, the Company
will continue to strive for increased diversity on its Board
through its Diversity Policy. Further details on the Company's
appointment process can be found under Board Composition and
Succession.
As required under UKLR6.6.6(10),
further details in respect of the three targets outlined above as
at 30 November 2024 are disclosed below. Each Director volunteered
how they wished to be included in the tables.
(a) Table for reporting on gender identity or
sex
As
at 30 November 2024
|
No. of
Board
members
|
Percentage
|
Number of
senior
positions on the
Board*
|
Men
|
2
|
66.6
|
1
(SID)
|
Women
|
1
|
33.3
|
1 (Chair
of the Board)
|
Not specified/ prefer not to
say
|
-
|
-
|
-
|
(b)
Table for reporting on ethnic background
As
at 30 November 2024
|
No. of
Board
members
|
Percentage
|
Number of
senior
positions on the
Board*
|
White British or other White
(including minority-white groups)
|
3
|
100
|
2
|
Mixed/Multiple ethnic
groups
|
-
|
-
|
-
|
Asian/Asian British
|
-
|
-
|
-
|
Black/African/
|
|
|
|
Caribbean/Black British
|
-
|
-
|
-
|
Other ethnic group
|
-
|
-
|
-
|
Not specified/prefer not to
say
|
-
|
-
|
-
|
* As
an externally managed investment company, the Company has no
executive directors, employees or internal operations. The Board
has therefore excluded the columns relating to executive management
from the table above. In addition, the senior positions on the
Company's Board of the chief executive and the chief financial
officer are not applicable to the Company. In the absence of the
aforementioned roles, the Board considers the Chair of the Audit
Committee to also be a senior position in an investment company
context. During the year. Christopher Casey served as both Senior
Independent Director ("SID") and Chair of the Audit Committee. On
13 January 2025, Gyula Schuch was appointed as the new
SID.
It should be noted that, although
all current Board members are "White British or other White",
diversity is provided through different nationalities, with one
Board member being Italian, one British and one
Austrian.
Another female director has been
appointed with effect from 17 March 2025, allowing the Company to
meet the first two of the three diversity targets of the FCA's UK
Listing Rules going forward.
Directors' Independence
The Board currently consists of
three non-executive Directors, each of whom is independent of the
Investment Manager and the Company's other service providers. No
member of the Board is a Director of another investment company
managed by MCP, nor has any Board member been an employee of the
Company, MCP or any of the Company's service providers. Maria Luisa
Cicognani and Christopher Casey were appointed on 5 September 2018
and Gyula Schuch was appointed on 1 June 2022. All current
Directors with the exception of Christopher Casey will retire at
the Company's AGM and seek to be re-elected by shareholders. Diana
Bartlett, who will join the Board as an independent non-executive
director with effect from 17 March 2025, will also retire at the
Company's AGM and seek to be elected by shareholders. Further
details regarding the Directors can be found above.
The Board carefully considers the
various guidelines for determining the independence of
non-executive Directors, placing particular weight on the view that
independence is evidenced by an individual being independent of
mind, character and judgement. All Directors are presently
considered to be independent. Each Director has signed a letter of
appointment to formalise the terms of their engagement as a
non-executive Director, copies of which are available on request
from the Company Secretary and at the AGM.
Directors' Other Commitments
During the year, none of the current
Directors took on an increase in total commitments. Brief
biographical details of the Directors, including details of their
significant commitments, can be found above. All of the Directors
consider that they have sufficient time to discharge their duties.
When appointing new Directors, the Board takes into account other
demands on the Directors' time. Any additional external
appointments are not undertaken without prior approval of the
Board.
Directors' Interests
The beneficial interests of the
Directors in the Company are set out in the Directors' Remuneration
Report.
Meetings
The Board meets formally at least
five times each year. Representatives of MCP attend all meetings at
which investment matters are discussed; representatives from
Frostrow are in attendance at each Board meeting. The Chairman
encourages open debate to foster a supportive and co-operative
approach for all participants.
The Board has agreed a schedule of
matters specifically reserved for decision by the Board. This
includes establishing the investment objectives, strategy, the
permitted types or categories of investments, the markets in which
transactions may be undertaken, the amount or proportion of the
assets that may be invested in any category of investment or in any
one investment, and the Company's share issuance and share buyback
policies.
The Board, at its regular meetings,
undertakes reviews of key investment and financial data, revenue
projections and expenses, analyses of asset allocation,
transactions and performance comparisons, share price and net asset
value performance, marketing and shareholder communication
strategies, the risks associated with pursuing the investment
strategy, peer group information and industry issues.
The Chairman is responsible for
ensuring that the Board receives accurate, timely and clear
information. Representatives of MCP and Frostrow report regularly
to the Board on issues affecting the Company.
The Board is responsible for
strategy and has established an annual programme of agenda items
under which it reviews the objectives and strategy for the Company
at each meeting.
Meeting Attendance
The table below sets out the number
of scheduled Board and Committee meetings held during the year
ended 30 November 2024 and the number of meetings attended by
each Director.
Number of meetings
|
Board
(5)
|
Audit
Committee
(3)
|
Management
Engagement
&
Remuneration
Committee
(1)
|
Maria Luisa Cicognani
|
5
|
3
|
1
|
Christopher Casey
|
5
|
3
|
1
|
Gyula Schuch
|
5
|
3
|
1
|
In addition to the scheduled Board
and Committee meetings, Directors attended a number of ad hoc Board
and Committee meetings to consider matters such as the approval of
regulatory announcements and the appointment of a new
auditor.
Board Composition and Succession
The Directors have performed a full
skills review during the year and have decided that currently, all
skills and experience necessary to run the Company effectively are
represented on the Board.
The Board seeks to ensure that it is
well-balanced and refreshed regularly by the appointment of new
directors with the skills and experience necessary, in particular,
to replace those lost by directors' retirements. To this end, a
composition and succession plan has been approved to ensure that
the Board is comprised of members who collectively:
i. display the
necessary balance of professional skills, experience, length of
service and industry/Company knowledge; and
ii. are fit and
proper to direct the Company's business with prudence and
integrity; and provide policy guidance on the structure, size and
composition of the Board (and its Committees) and the
identification and selection of suitable candidates for appointment
to the Board (and its Committees).
The composition and skills of the
Board are reviewed annually and at such other times as
circumstances may require in order to fill any possible gaps in
skills and experience. Selecting the best candidates, irrespective
of background, is paramount.
The Board will ensure that a robust
recruitment process is undertaken for all director appointments to
deliver fair and effective selection outcomes. Independent advisors
may be appointed to aid directors' recruitment and to help mitigate
the risk of self-selection from a narrow pool of candidates. The
Board will ensure that any search agency used has no connection
with the Company or any of the Board members and that the
appropriate disclosure is made in the next annual
report.
Where the Board appoints a new
Director during the year or after the year-end and before the
Notice of Annual General Meeting has been published, that Director
will stand for election by shareholders at the next Annual General
Meeting.
Subject to there being no conflict
of interest, all Directors are entitled to vote on candidates for
the appointment of new Directors and to recommend to shareholders
the election or re-election of Directors at the Annual General
Meeting.
Appointment to the Board
In respect of the search for a new
independent non-executive director, Sapphire Partners were engaged
to ensure a rigorous search and vetting process in order to find
the best possible fit for the Company. Sapphire Partners worked
closely with the Board and presented a long list and a short list
of suitable candidates, who were then interviewed by the Chairman
and the SID.
Following final interviews, the
Board decided that Diana Bartlett was an exceptional candidate and
had a lot to offer MMIT so that her appointment as a non-executive
director and future chair of the Audit Committee would be in
shareholders' interest. Diana will stand for election by
shareholders at the forthcoming AGM.
Chairman and Senior Independent Director
("SID")
The current Chairman, Mrs Cicognani,
is deemed by her fellow independent Board members to be independent
and to have no conflicting relationships. Her biography and other
appointments are detailed above and the Board considers that she
has sufficient time to commit to the Company's affairs as
necessary.
Mr Casey was the Senior Independent
Director during the year under review and up to 13 January 2025,
when Mr Schuch took over as SID. Both their biographies and other
appointments are detailed above and the Board considers that both
Directors have sufficient time to commit to the Company's affairs
as necessary.
Responsibilities of the Chairman and the SID
The Chairman's primary role is to
provide leadership to the Board, assuming responsibility for its
overall effectiveness in directing the Company. The Chairman is
responsible for:
· taking
the chair at general meetings and Board meetings, conducting
meetings effectively and ensuring that all Directors are involved
in discussions and decision making;
· setting the agenda for Board meetings and ensuring the
Directors receive accurate, timely and clear information for
decision-making;
· taking
a leading role in determining the Board's composition and
structure;
· overseeing the induction of new directors and the development
of the Board as a whole;
· leading the annual board evaluation process and assessing the
contribution of individual directors;
· supporting and also challenging the Investment Manager (and
other suppliers where necessary);
· ensuring effective communications with shareholders and, where
appropriate, stakeholders; and
· engaging with shareholders to ensure that the Board has a
clear understanding of shareholders' views.
The SID serves as a sounding board
for the Chairman and acts as an intermediary for other Directors
and shareholders. The SID is responsible for:
· working closely with the Chairman and providing
support;
· leading the annual assessment of the performance of the
Chairman;
· holding meetings with the other non-executive Directors
without the Chairman being present, on such occasions as
necessary;
· carrying out succession planning for the Chairman's
role;
· working with the Chairman, other Directors and shareholders to
resolve major issues; and
· being
available to shareholders and other Directors to address any
concerns or issues they feel have not been adequately dealt with
through the usual channels of communication (i.e. through the
Chairman or the Investment Manager).
Policy on Director Tenure
The Board subscribes to the view
that long-serving Directors should not be prevented from forming
part of an independent majority. It does not consider that a
Director's tenure necessarily reduces his or her ability to act
independently and, following formal performance evaluations,
believes that each of the Directors is independent in character and
judgement and that there are no relationships or circumstances
which are likely to affect their judgement.
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 service of any of the Company's Directors, including the
Chairman, has been imposed. However, the Board notes that best
practice guidance suggests a maximum tenure of nine years. When
considering the length of an individual Director's service, the
Board will do so in the context of the average length of tenure of
the Board as a whole. In view of its non-executive nature, the
Board considers that it is not appropriate for the Directors to be
appointed for a specific term, although new Directors are appointed
with the expectation that they will serve for a minimum period of
three years subject to shareholder approval.
All of the Company's Directors
usually seek re-election at each Annual General Meeting, regardless
of their length of tenure.
Board Evaluation
An evaluation of the Board and its
Committees as well as the Chairman and the individual Directors is
carried out annually. In addition to evaluations carried out by the
Board collectively, the Management Engagement and Remuneration
Committee on behalf of the Board considers annually whether an
external evaluation should be undertaken by an independent
agency.
The Chairman acts on the results of
the Board's evaluation by recognising the strengths and addressing
the weaknesses of the Board and recommending any areas for
development. If appropriate, the Chairman will propose that new
members are appointed to the Board or will seek the resignation of
Board Directors.
During the year ended 30 November
2024, a formal Board evaluation was conducted by Stogdale St James,
an external independent agency with extensive experience in the
field of investment trusts. This involved the circulation of
questionnaires about the work and performance of the Board and its
committees as well as the Chairman, tailored to suit the nature of
the Company, followed by discussions with each of the Directors as
well as representatives of MCP, Frostrow and Peel Hunt. The
discussion of the performance of the Chairman was held with the
support of the Senior Independent Director.
As part of the Board evaluation
discussions, each of the Directors also assessed the overall time
commitment of their external appointments and it was concluded that
all Directors have sufficient time to discharge their duties. This
conclusion was reached on the basis that most external appointments
are non-executive roles which are far less time-consuming than
full-time executive positions in a trading company would
be.
The Chairman is satisfied that the
structure and operation of the Board continues to be effective and
relevant and that there is a satisfactory mix of skills, experience
and knowledge. To facilitate succession planning and improve
compliance with the UK Code of Corporate Governance, Ms Diana Dyer
Bartlett was appointed as an independent non-executive Director
with effect from 17 March 2025. She will, after an initial
induction period as a non-executive director, assume the role of
Chair of the Audit Committee following the retirement of
Christopher Casey at the end of the Company's AGM on 15 May,
thereby ensuring a smooth transition and supporting
continuity.
Training and Advice
New appointees to the Board are
provided with a full induction programme. The programme covers the
Company's investment strategy, policies and practices. The
Directors are also given key information on the Company's
regulatory and statutory requirements as they arise including
information on the role of the Board, matters reserved for its
decision, the terms of reference of the Board Committees, the
Company's corporate governance practices and procedures and the
latest financial information. It is the Chairman's responsibility
to ensure that the Directors have sufficient knowledge to fulfil
their role.
On an ongoing basis, and further to
the annual evaluation process, the Company Secretary will make
arrangements for Directors to develop and refresh their skills and
knowledge in areas which are mutually identified as being likely to
be required, or of benefit to them, in carrying out their duties
effectively. Directors will endeavour to make themselves available
for any relevant training sessions which may be organised for the
Board.
The AIC holds regular Director
Roundtable events throughout the year, which are designed to cover
the latest issues and regulatory developments affecting the
investment company sector. The Director Roundtables are open to all
member investment company directors.
Conflicts of Interest
Company Directors have a statutory
obligation to avoid a situation in which they (and connected
persons) have, or can have, a direct or indirect interest that
conflicts, or may possibly conflict, with the interests of the
Company.
In line with the Companies Act 2006,
the Board has the power to sanction any potential conflicts of
interest that may arise and impose such limits or conditions that
it thinks fit. A register of interests and external appointments is
maintained and is reviewed at every Board meeting to ensure that
all details are kept up to date. Should a conflict arise, the Board
has the authority to request that the Director concerned abstains
from any relevant discussion, or vote. Appropriate authorisation
will be sought prior to the appointment of any new directors or if
any new conflicts or potential conflicts arise.
No conflicts of interest arose
during the year under review.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of
matters reserved for its decision. This includes, inter alia, the following:
· Decisions relating to the strategic objectives and overall
management of the Company, including the appointment or removal of
the Investment Manager and other service providers, establishing
the investment objectives, strategy and performance comparators,
the permitted types or categories of investments and the proportion
of assets that may be invested in them.
· Requirements under the Companies Act 2006, including the
approval of the half-year and annual financial statements, the
recommendation of the final dividend (if any), the appointment or
removal of the Company Secretary and determining the policy on
share issuance and buybacks.
· Matters relating to certain Stock Exchange requirements and
announcements, the Company's internal controls, and the Company's
corporate governance structure, policies and procedures.
· Matters relating to the Board and its Committees, including
the terms of reference and membership of the committees, and the
appointment of directors (including the Chairman and the
SID).
Day-to-day investment management is
delegated to MCP and operational management is delegated to
Frostrow.
The Board takes responsibility for
the content of communications regarding major corporate issues even
if MCP and Frostrow act as spokesman. The Board is kept informed of
relevant promotional material that is issued by MCP.
Risk Management and Internal Controls
The Board has overall responsibility
for the Company's risk management and internal control systems and
for reviewing their effectiveness. The Company applies the guidance
published by the Financial Reporting Council on internal controls.
Internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve the business objective
and can provide only reasonable and not absolute assurance against
material misstatement or loss. These controls aim to ensure that
the assets of the Company are safeguarded, that proper accounting
records are maintained and that the Company's financial information
is reliable. The Directors have a robust process for identifying,
evaluating and managing the significant risks faced by the Company,
which are recorded in a risk matrix. The Audit Committee, on behalf
of the Board, considers each risk as well as reviewing the
mitigating controls in place. Each risk is rated for its
"likelihood" and "impact" and the resultant numerical rating
determines its ranking into 'Principal/Key', 'Significant' or
'Minor'. This process was in operation during the year and
continues in place up to the date of this report. The process also
involves the Audit Committee receiving and examining regular
reports from the Company's principal service providers. The Board
then receives a detailed report from the Audit Committee on its
findings. The Directors have not identified any significant
failures or weaknesses in respect of the Company's internal control
systems.
Information on the Company's risk
management can be found in the Strategic Report.
An overview of the Internal Controls
structure of the Company and its service providers is shown in the
full annual report.
[Graph in the annual
report.]
Engagement with Stakeholders
As an externally managed investment
trust, the Company does not have employees. Its main stakeholders
therefore comprise a small number of service providers and its
shareholders.
The AIC Code requires the Directors
to explain their statutory duties as stated in sections 171-177 of
the Companies Act 2006. Under section 172, directors have a
duty to promote the success of the Company for the benefit of its
members as a whole and, in doing so, have regard to the
consequences of any decisions in the long term, as well as having
regard to the Company's stakeholders amongst other considerations.
The Board's report on its compliance with section 172 of the
Companies Act 2006 is contained within the Strategic
Report.
Relationship with the Investment Manager
At each Board meeting,
representatives from the Investment Manager are in attendance to
present verbal and written reports covering their activity,
portfolio and investment performance over the preceding period, and
compliance with the applicable rules and guidance of the FCA. The
Investment Managers also seek approval for specific transactions
which they are required to refer to the Board.
Ongoing communication with the Board
is maintained between formal meetings. The Board and the Investment
Manager operate in a supportive, co-operative and open
environment.
The Management Engagement and
Remuneration Committee evaluates the Investment Manager's
performance and reviews the terms of the Investment Management
Agreement at least annually. The outcome of this year's review is
described in the Business Review above.
Relationship with Other Service Providers
Representatives from Frostrow are in
attendance at each Board meeting to address questions on the
Company's operations, administration and governance
requirements.
The Management Engagement and
Remuneration Committee monitors and evaluates all of the Company's
other service providers, including Frostrow, and also the
Custodian, the Registrars and the Brokers.
At its most recent review, in
September 2024, the Committee concluded that all service providers
were performing well and should be retained on their existing terms
and conditions.
Relations with Shareholders
A detailed analysis of the
substantial shareholders in the Company is provided to the
Directors at each Board meeting. Representatives of MCP and
Frostrow regularly meet with institutional shareholders and private
client asset managers to discuss strategy and to understand their
issues and concerns and, if applicable, to discuss corporate
governance issues. The results of such meetings are reported at the
following Board meeting.
Regular reports from the Company's
Corporate Stockbroker are submitted to the Board on investor
sentiment, industry issues and trends.
The Company aims to provide
shareholders with a full understanding of the Company's investment
objective, policy and activities, its performance and the principal
investment risks by means of informative annual and half-yearly
reports. This is supplemented by the daily publication of the net
asset value of the Company's shares through the London Stock
Exchange. The Company's website, www.mobiusinvestmenttrust.com is regularly updated and
provides useful information about the Company, including the
Company's financial reports, monthly factsheets, quarterly
Manager's commentaries and announcements. The Company also held
several seminars for investors.
Shareholders wishing to communicate
with the Chairman, or any other member of the Board, may do so by
writing to the Company, for the attention of the Company Secretary
at the offices of Frostrow Capital LLP. All shareholders are
encouraged to attend the Annual General Meeting and Investor Day,
where they are given the opportunity to question the Chairman, the
Board and representatives of MCP. The Directors welcome the views
of all shareholders and place considerable importance on
communications with them.
Stewardship and Exercise of Voting Powers
The Company's investment portfolio
is managed by MCP who have extensive experience with emerging
markets and who have a strong commitment to effective
stewardship.
The Board has delegated discretion
to MCP to exercise voting powers on its behalf in respect of shares
owned by the Company.
Proxy Voting
The MCP team carefully evaluates
companies in global markets, taking into account different
governance frameworks and market dynamics. Beyond voting, they
proactively engage with all stakeholders, fostering dialogue on
governance best practices and long-term value creation. During the
reporting period, 272 proxies were voted, with 258 in favour,
demonstrating support for growth strategies and governance
initiatives. Where appropriate, 14 votes were cast against
proposals, demonstrating a commitment to challenging practices that
are not in the best interests of shareholders. The team abstained
on three votes.
This approach underlines the
company's commitment to responsible investment, sustainable value
creation and strong governance practices as highlighted in MCP's
Stewardship Report which can be found on the Company's
website www.mobiusinvestmenttrust.com.
Nominee Share Code
Where the Company's shares are held
via a nominee company name, the Company undertakes:
· to
provide the nominee company with multiple copies of shareholder
communications, so long as an indication of quantities has been
provided in advance; and
· to
allow investors holding shares through a nominee company to attend
general meetings, provided the correct authority from the nominee
company is available.
Nominee companies are encouraged to
provide the necessary authority to underlying shareholders to
attend, speak and vote at the Company's general
meetings.
Significant Holdings and Voting Rights
Details of the shareholders with
substantial interests in the Company's shares, the Directors'
authorities to issue and repurchase the Company's shares, and the
voting rights of the shares are set out in the Report of the
Directors.
Company Secretary
The Board has direct access to the
advice and services of the Company Secretary, Frostrow, which is
responsible for ensuring that the Board and Committee procedures
are followed and that the Company complies with applicable
regulations. The Company Secretary is also responsible to the Board
for ensuring timely delivery of information and reports and that
statutory obligations of the Company are met.
Independent Professional Advice
The Board has formalised
arrangements under which the Directors, in the furtherance of their
duties, may seek independent professional advice at the Company's
expense.
Legal advice was sought during the
year in respect of the correct accounting treatment of the
Company's Management Shares.
Audit, Risk and Internal Control
The Statement of Directors'
Responsibilities below describes the Directors' responsibility for
preparing this annual report.
The Audit Committee Report explains
the work undertaken to allow the Directors to make this statement
and to apply the going concern basis of accounting. It also sets
out the main roles and responsibilities and the work of the Audit
Committee throughout the year, and describes the Directors' review
of the Company's risk management and internal control
systems.
A description of the principal risks
facing the Company and an explanation of how they are being managed
is provided in the Strategic Report.
The Board's assessment of the
Company's longer-term viability is set out in the Business
Review.
Remuneration
The Directors' Remuneration Report
sets out the levels of remuneration for each Director and explains
how Directors' remuneration is determined.
Frostrow Capital LLP
Company Secretary
10 March 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In
respect of the Annual Report and the Financial
Statements
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the Directors
to prepare financial statements for each financial year. Under that
law the Directors have prepared the financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 102
"The Financial Reporting Standard applicable in the UK and Republic
of Ireland", and applicable law).
Under company law, the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period.
In preparing the financial statements, the Directors are required
to:
· select
suitable accounting policies and then apply them
consistently;
· state
whether applicable United Kingdom Accounting Standards, comprising
FRS 102 have been followed, subject to any material departures
disclosed and explained in the financial statements;
· make
judgements and accounting estimates that are reasonable and
prudent; 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 also responsible
for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the company and
enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act
2006.
The Directors are also responsible
for the maintenance and integrity of the Company's website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Directors' Confirmations
The Directors consider that the
Annual Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position, performance,
business model and strategy.
Each of the current Directors, whose
names and functions are listed in the 'Board of Directors' above
confirm that, to the best of their knowledge:
· the
Company's Financial Statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS
102, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
· the
Strategic Report includes a fair review of the development and
performance of the business and the position of the Company,
together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in
office at the date the Report of the Directors is
approved:
· so far
as the Director is aware, there is no relevant audit information of
which the Company's auditor is unaware; and
· they
have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
Approved by the Board of Directors
and signed on its behalf by
Maria Luisa Cicognani
Chairman
10 March 2025
AUDIT COMMITTEE REPORT
for
the year ended 30 November 2024
Introduction from the Chairman
I am pleased to present my sixth and
final formal report to shareholders as Chairman of the Audit
Committee, for the year ended 30 November 2024.
Role, Composition and Meetings
The role of the Committee is to
ensure that shareholder interests are properly protected in
relation to the application of financial reporting and internal
control principles, risk management and to assess the effectiveness
of the audit. The Committee's role and responsibilities are set out
in full in its terms of reference which are available for review on
the Company's website at www.mobiusinvestmenttrust.com.
Due to the small size of the Board,
the Audit Committee comprises the whole Board (all Directors are
independent and non-executive), including the Chairman of the
Company. In accordance with the terms of reference of the
Committee, the Chairman of the Board may be a member of the
Committee, but may not act as the Committee Chairman.
The Committee has sufficient recent
and relevant financial experience and, as a whole, has competence
relevant to the sector in which the Company operates. I am also the
audit committee chairman of various other listed companies and was,
previously, an audit partner at KPMG LLP.
The other Committee members have a
combination of financial, investment and other relevant experience
gained throughout their careers. The experience of the members of
the Committee can be assessed from the Directors' biographies set
out above.
The Committee met three times during
the year under review and once more since the year-end. Attendance
by each Director during the year is shown in the table in the
Corporate Governance section.
Responsibilities of the Audit Committee
As Chairman of the Committee I can
confirm that the Committee's main responsibilities during the year
are set out below, together with brief descriptions of how these
responsibilities are being discharged.
1. To review the Company's half-year and annual
financial statements
together with announcements and other filings relating to the
financial performance of the Company. In particular, the Committee
assesses whether the financial statements are fair, balanced and
understandable, allowing shareholders to assess the Company's
strategy, investment policy, business model, financial performance
e and financial position at each period-end.
2. To review the risk management and internal
control processes of the Company and its key service
providers. As part of this review the
Committee assesses the appropriateness of the Company's
anti-bribery and corruption policy and also its policy on the
prevention of the facilitation of tax evasion. The Committee also
reviews the internal controls in place at the Company's AIFM and
Investment Manager, its Registrar and its Depositary and undertakes
a full review of the Company's risk register.
3. To recommend the appointment of the external
Auditor, and agreeing the scope of its work and its
remuneration, reviewing its independence and the effectiveness of
the audit process. Also, to be responsible for the selection
process of the external Auditor.
4. To consider any non-audit work to be carried
out by the Auditor. The Audit Committee reviews the need for
non-audit services to be performed by the Auditor in accordance
with the Company's non-audit services policy, and authorises such
on a case-by-case basis having given consideration to the cost
effectiveness of the services and the objectivity of the Auditor.
5. To consider the need for an internal audit
function. The Company keeps under review the need for an
internal audit function, but since the Company delegates its
day-to-day operations to third parties and has no employees, the
Committee has determined there is no requirement for such a
function.
6. To ensure compliance with Section 1158 of the
Corporation Tax Act 2010, by obtaining confirmation that the
Company continues to meet the regulatory requirements.
Significant Issues Considered by the Audit Committee during
the Year
In summary, additional to the
Committee's core responsibilities, the main matters arising in
relation to 2024 were:
Risk Assessment of Fraudulent
Activity
· The
Committee is aware of the increase in fraudulent activity over the
past years exploiting organisations. Following an assessment and
identification of types of fraud that the Company could be exposed
to, it was believed that the Company's key service providers had
adequate, robust controls in place to mitigate the event of any
fraudulent activity.
Audit Regulation
· The
Audit Committee has taken note of reporting guidance and thematic
reviews published by the FRC in order to determine relevant best
practice for the Company's reporting. In particular, the FRC's
publication of the Minimum Standard for Audit Committees was noted
as well as the revised UK Corporate Governance Code and the new AIC
Corporate Governance Code which will come into effect for financial
years beginning on or after 1 January 2025.
The Company's Audit
Tender
· The
Committee led the competitive audit tender and recommended to the
Board the appointment of Johnston Carmichael LLP as the new auditor
of the Company.
These matters were discussed by the
Committee and any recommendations were fully considered and
recommendations were then made to the Board.
Internal Controls and Risk Management
The Directors have identified main
areas of risk as described in the Strategic Report. They have set
out the actions taken to evaluate and manage these risks. The
Committee reviews the various actions taken and satisfies itself
that they are sufficient: in particular the Committee reviews the
Company's schedule of key risks at each meeting and requires
amendments to both risks and mitigating actions if
necessary.
The Board has overall responsibility
for the Company's risk management and systems of internal controls
and for reviewing their effectiveness. In common with the majority
of investment trusts, investment management, accounting, company
secretarial and custodial services have been delegated to third
parties. The effectiveness of the internal controls is assessed on
a continuing basis by the Company Secretary, the Investment Manager
and the Depositary. Each maintains its own systems and the
Committee receives regular reports from them. The Committee is
satisfied that effective systems have been in place for the year
under review.
However, it should be noted that the
Compliance Officer at MCP Emerging Markets LLP during the year
under review was Carlos von Hardenberg who is also that company's
Chief Investment Officer and Chief Operating Officer. Consequently,
the requirement for the Compliance Officer to be independent of the
investment and management functions was not met. However, with
effect from 1 March 2025 MCP hired a Compliance Officer who is
independent of the investment and management functions.
Meetings and Business
Representatives of Frostrow and the
Investment Manager attended each of the Committee's meetings and
reported as to the proper conduct of business in accordance with
the regulatory environment in which the Company and the Investment
Manager operate. The Committee also met with the auditor during the
year: once with PricewaterhouseCoopers LLP ("PwC") in February
2024, to consider the annual results, and once with the new auditor
Johnston Carmichael LLP in September 2024 in a special Audit
Committee meeting during which Johnston Carmichael presented its
audit plan for the Company.
In addition to the formal Audit
Committee meetings as Audit Committee Chairman, I maintain ongoing,
less formal communications with the Investment Manager, Frostrow
and the Company's auditor as need dictates. Additionally, I had
regular calls with MCP's Compliance Consultant, Cosegic.
The following matters were dealt
with at the meetings:
February 2024
· Consideration and review of the annual results and PwC's
report to the Committee;
· Approval of the Annual Report and Financial
Statements;
· Review
of the Depositary's Report for the period ended 30 November
2023;
· Review
of the Investment Manager's internal controls;
· Review
of the relevant internal controls reports of Frostrow, the
Depositary and the Registrar;
· Review
of the policies and procedures for the detection of fraud and cyber
security and the measures for these put in place by the key service
providers;
· Review
of the key service providers' ongoing business resilience, in
particular in respect of financial crime, cyber crime and
information security;
· Review
of the Company's risk matrix;
· Review
of the Company's policies in respect of anti-bribery and corruption
as well as anti-tax evasion;
· Review
of the Company's Non-Audit Services Policy;
· Evaluation of the Committee's effectiveness.
July 2024
· Consideration and review of the half-yearly report and
financial statements;
· Approval of the half-yearly report;
· Review
of the Committee's terms of reference;
· Review
of the Investment Manager's Systems and Controls Report as well as
the Investment Manager's Compliance Monitoring Review;
· Review
of the Depositary's Report for the six months ended 31 May
2024;
· Review
of the Company's risk matrix;
· Review
and evaluation of presentations by audit firms as part of the audit
tender process.
September 2024
· Formal
approval of Johnston Carmichael LLP's engagement letter and review
of their plan for the audit of the financial year ended 30 November
2024.
Annual Report
The Annual Report is the
responsibility of the Board. The Directors' Responsibility
Statement is shown above. The Board looks to the Committee for
advice in relation to the Financial Statements both as to their
form and content, and on any specific areas requiring
judgement.
Although the Committee did not
identify any significant issues as part of its review of the Annual
Report and Financial Statements, it paid particular attention
to:
Accounting Policies
The Accounting policies, as set out
in the Financial Statements, have been applied throughout the year.
In light of there being no unusual transactions during the year or
other possible reasons, the Committee found no reason to change any
of the policies.
Existence and Ownership of Investments
Reassurance was sought from the
Depositary concerning the safekeeping of the Company's
investments.
Valuation of Investments
The Committee reviewed the
robustness of the Administrator's processes in place for recording
investment transactions as well as ensuring the valuation of
investments is in accordance with adopted accounting
policies.
Recognition of Revenue from Investments
The Committee has reviewed all
dividends receivable, including special dividends, and satisfied
itself that all dividends had been accounted for
appropriately.
Going Concern
Having considered the Company's
financial position and the upcoming redemption event, the Committee
satisfied itself that it is appropriate for the Board to present
the Financial Statements on the going concern basis. Please also
see the Report of the Directors.
Long-term Viability
The Committee satisfied itself that
it is appropriate for the Board to make the statement in the
Business Review, that they have a reasonable expectation that the
Company will be able to continue its operations over the next three
years.
Taxation
The Committee confirmed the position
of the Company in respect of compliance with investment trust
status and satisfied itself that the Company continues to meet the
eligibility conditions.
The Committee also monitored closely
the position with regard to the reclamation of withholding tax and
the payment of other capital taxes. The Company employs a number of
specialist local agents (in jurisdictions such as Taiwan and India)
to assist in the process.
Internal Audit
Since the Company delegates its
day-to-day operations to third parties and has no employees, the
Committee again determined that there is no requirement for such a
function.
Half-year Financial Statements
The Committee reviewed the half-year
financial statements of the Company as well as the half-year
results announcement before recommending their approval to the
Board.
External Auditor
The
Audit
The nature and scope of the audit
for the year, together with Johnston Carmichael LLP's audit plan,
were considered by the Committee on 24 September 2024. The
Committee then met Johnston Carmichael LLP on 24 February 2025 to
formally review the outcome of the audit and to discuss the limited
issues that arose. The Committee also discussed the presentation of
the Annual Report with the Auditor and sought its
perspective.
Independence and Effectiveness
In order to fulfil the Committee's
responsibility regarding the independence of the Auditor, the
Committee reviewed:
- the senior audit
personnel in the audit plan for the
year,
- the Auditor's arrangements concerning any potential
conflicts of interest,
- the extent of any
non-audit services, and
- the statement by the
Auditor that it remains independent within the meaning of the
regulations and their professional standards.
In order to consider the
effectiveness of the audit process, the Committee
reviewed:
- the Auditor's
fulfilment of the agreed audit plan,
- the report arising
from the audit itself, and
- feedback from the
Company's Manager.
A summary of the Company's policy on
the provision of non-audit services by the Auditor to the Company
can be found below.
The Committee is satisfied with the
Auditor's independence and the effectiveness of the audit process,
together with the degree of diligence and professional scepticism
brought to bear.
Appointment and Tenure
Following a competitive tender
process during the year, Johnston Carmichael LLP was appointed as
the auditor of the Company's financial year ended 30 November 2024
with effect from 20 August 2024. The appointment was announced on 8
August 2024. The main criteria leading to the choice of Johnston
Carmichael LLP as the new auditor were the experience of the audit
partner and his audit management team, as well as the impressive
resources available for audits, both in terms of personnel and
technology. In addition, the flexibility of the whole audit team in
working with the Company and its service providers together with a
responsive and client-focused management, convinced the Audit
Committee and the Board that Johnston Carmichael LLP as new auditor
would add value to the Company. The audit team is also able to
provide the Directors with industry insights as well as technical
and regulatory updates as they arise. Johnston Carmichael LLP's
appointment as auditor to the Company for the current financial
year will be proposed to shareholders for ongoing approval at the
Company's forthcoming AGM in May. The Audit Partner is Richard
Sutherland.
PricewaterhouseCoopers LLP has
ceased to be the Company's auditor and has confirmed to the Company
that there are no matters connected with its ceasing to hold office
that need to be brought to the attention of the members or
creditors of the Company for the purposes of section 519 of the
Companies Act 2006. A copy of PricewaterhouseCoopers LLP's
resignation letter and Statement of Reasons connected with ceasing
to hold office as Auditor was circulated to
shareholders.
In accordance with the current
legislation, the Company is required to instigate a tender process
for Auditors at least every 10 years and will have to change its
auditor after a maximum of 20 years. In addition, the nominated
Audit Partner will be required to rotate after serving a
maximum of 5 years with the Company; it is therefore anticipated
that Mr Sutherland will serve as Audit Partner until
completion of the audit process of the year ended 30 November 2028.
The Company has complied throughout the year ended 30 November 2024
with the provisions of the Statutory Audit Services Order 2014,
issued by the Competition and Markets Authority ("CMA
Order").
The appointment of Johnston
Carmichael LLP as Auditor to the Company will be submitted for
ongoing shareholder approval, together with a separate Resolution
to authorise the Committee to determine the remuneration of the
Auditors, at the AGM to be held on 15 May 2025.
Non-Audit Services
The Company operates on the basis
whereby the provision of all non-audit services by the Auditor has
to be pre-approved by the Audit Committee, in accordance with
MMIT's Non-Audit Services Policy. Such services are only
permissible where no conflicts of interest arise, the service is
not expressly prohibited by audit legislation, where the
independence of the Auditor is not likely to be impinged by
undertaking the work and the quality and the objectivity of both
the non-audit work and audit work will not be compromised. In
particular, non-audit services may be provided by the Auditor if it
is inconsequential or would have no direct effect on the Company's
financial statements and the audit firm would not place significant
reliance on the work for the purposes of the statutory
audit.
During the year under review,
neither PricewaterhouseCoopers LLP nor Johnston Carmichael LLP have
carried out non‑audit work.
Effectiveness of the Committee
A formal internal Board review which
included reference to the Audit Committee's effectiveness, was
undertaken by the Chairman of the Company during the year. As part
of the evaluation, the Committee reviewed the following:
- the composition
of the Committee;
- the leadership
of the Committee Chairman;
- the Committee's
monitoring of compliance with corporate governance
requirements;
- the Committee's
review of the quality and appropriateness of financial accounting
and reporting;
- the Committee's
review of significant risks and internal controls; and
- the Committee's
assessment of the independence, competence and effectiveness of the
Company's external auditors.
It was concluded that the Committee
was performing satisfactorily and there were no formal
recommendations made to the Board.
Christopher Casey
Chairman of the Audit Committee
10 March 2025
DIRECTORS' REMUNERATION REPORT
for
the year ended 30 November 2024
Statement from the Chairman of the Management Engagement and
Remuneration Committee
I am pleased to present the
Directors' Remuneration Report to shareholders. This report has
been prepared in accordance with the requirements of the
Companies Act 2006.
The Directors' Remuneration Report
is subject to an annual advisory vote and therefore an Ordinary
Resolution for the approval of this report will be put to
shareholders at the Company's forthcoming Annual General Meeting
("AGM").
The law requires the Company's
Auditor to audit certain disclosures provided in this report. Where
disclosures have been audited, they are indicated as such and the
Auditor's audit opinion is included in its report to
shareholders.
As noted in the Strategic Report,
all of the Directors are non-executive and therefore there is no
Chief Executive Officer. The Company does not have any employees.
There is therefore no CEO or employee information to
disclose.
The Management Engagement and
Remuneration Committee considers the framework for the remuneration
of the Directors. It reviews the ongoing appropriateness of the
Company's remuneration policy and the individual remuneration of
Directors by reference to the activities of the Company and
comparison with other companies of a similar structure and size.
This is in-line with the AIC Code.
The Directors exercise independent
judgement and discretion when authorising remuneration outcomes,
taking into account the Company's performance together with wider
circumstances.
At the most recent review, held in
September 2024, it was agreed that for the year ending 30 November
2025, the Directors' fees will be raised as
follows:
The Chairman - £41,200
The Chairman of the Audit Committee
- 36,050
Non-executive Directors -
£30,900
As noted in previous annual reports,
Directors' fees should be reviewed annually and increased as
necessary in line with the peer group and the market.
No advice from remuneration
consultants was received during the year under review although a
review of remuneration of the Company's peer group of
investment companies was undertaken along with research by Trust
Associates Limited which indicated that the Company's remuneration
levels were roughly in line with market averages.
Directors' Fees
The Directors, as at the date of
this report, and who have all served during the year, received the
fees listed in the table below. These exclude any employer's
national insurance contributions, if applicable. No other forms of
remuneration were received by the Directors and so fees represent
the total remuneration of each Director.
No communications have been received
from shareholders regarding Directors' remuneration.
Articles 126 and 127 of the Articles
of Association provide that Directors are entitled to be reimbursed
for reasonable expenses incurred by them in connection with the
performance of their duties and attendance at Board and General
Meetings.
Under HMRC guidance, travel expenses
and other out of pocket expenses may be considered as taxable
benefits for the Directors. Where expenses reimbursed to the
Directors are classed as taxable under HMRC guidance, they are
shown in the taxable expenses column of the Directors' remuneration
table along with the associated tax liability which is settled by
the Company.
Approval
A resolution to approve the
Remuneration Report will be put to shareholders at the AGM of the
Company to be held on 15 May 2025.
The Remuneration Policy will apply
until it is next put to shareholders for renewed approval, which
must be at intervals of not more than three years or when the
Directors' Remuneration Policy is varied, in which case shareholder
approval for the new Directors' Remuneration Policy will be sought.
Following approval of the Directors' Remuneration Policy at the AGM
in 2023, it is expected that the policy will next be put to
shareholders at the AGM in 2026.
|
Date of
Appointment
to the
Board
|
Fixed
Fees
2024
(audited)
£
|
Taxable
Expenses
2024
(audited)
£
|
Total
Remuneration
2024
£
|
Maria Luisa Cicognani
|
5
September 2018
|
£40,000
|
-
|
£40,000
|
Christopher Casey
|
5
September 2018
|
£35,000
|
£1,137
|
£36,137
|
Gyula Schuch
|
1 June
2022
|
£30,000
|
-
|
£30,000
|
|
|
£105,000
|
£1,137
|
£106,137
|
Directors' Remuneration history
The table below contains the annual
percentage change in remuneration over the five years prior to 30
November 2024 and the proposed fees for the year ending 30 November
2025 in respect of the various director roles:
|
Annualised
fees to
|
Year to
|
Year to
|
Year to
|
Year to
|
Year to
|
Year to
|
|
30 November
|
30 November
|
30 November
|
30 November
|
30 November
|
30 November
|
30 November
|
Fee
Rates
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
2025
|
Maria Luisa Cicognani
|
|
|
|
|
|
|
|
Chairman of the Board
|
£35,000
|
£35,000
|
£35,700
|
£37,000
|
£40,000
|
£40,000
|
£41,200
|
|
|
0%
|
+2.0%
|
+3.6%
|
+8.1%
|
+0.0%
|
+3.0%
|
Christopher Casey#
|
|
|
|
|
|
|
|
Chair of Audit Committee
|
£30,000
|
£30,000
|
£30,600
|
£32,000
|
£35,000
|
£35,000
|
£36,050
|
|
|
0%
|
+2.0%
|
+4.6%
|
+9.4%
|
0.0%
|
+3.0%
|
Gyula Schuch
|
|
|
|
|
|
|
|
Non-executive Director
|
£25,000
|
£25,000
|
£25,500
|
£27,000
|
£30,000
|
£30,000
|
£30,900
|
|
|
0%
|
+2.0%
|
+5.9%
|
+11.1%
|
+0.0%
|
+3.0%
|
Additional fees
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
#
Christopher Casey retires at the AGM on 15 May 2025. Diana Dyer
Bartlett will succeed Mr Casey as Chair of the Audit
Committee.
Relative Cost of Directors' Remuneration
The bar chart below shows the
comparative cost of the Company's Directors' fees compared with the
level of dividend distribution for the years ended 30 November 2024
and 30 November 2023.
[Graphic appears here in the full annual
report]
This disclosure is a statutory
requirement. The Directors, however, do not consider that the
comparison of Directors' remuneration with distribution to
shareholders is a meaningful measure of the Company's overall
performance.
Directors' Interests in Shares
(audited information)
The Directors' interests in the
share capital of the Company are shown in the table
below:
|
|
Number of
|
Number of
|
|
|
shares held
|
shares held
|
|
|
30 November
|
30 November
|
|
|
2024
|
2023
|
Maria Luisa Cicognani
|
Beneficial
|
72,927
|
72,927
|
Christopher Casey
|
Beneficial
|
10,000
|
10,000
|
Gyula Schuch
|
-
|
-
|
-
|
Since the year end there have not
been any changes in the Directors' interests.
There are no provisions included
within the Company's Articles of Association which require
Directors to hold shares in the Company.
Loss of Office
Directors do not have service
contracts with the Company but are engaged under Letters of
Engagement. These specifically exclude any entitlement to
compensation upon leaving office for whatever reason.
Share Price Total Return
The chart illustrates the
shareholder return for a holding in the Company's Shares compared
with the MSCI Emerging Markets - Mid Cap net total return (Index)
(comparator index) from launch to 30 November 2024.
Total Shareholder Return for the Period from inception to 30
November 2024^
[Graphic appears here in the full annual
report]
Statement of Voting at Annual General
Meeting
The Directors' Remuneration Report
for the period ended 30 November 2023 was approved by shareholders
at the Annual General Meeting held on 23 April 2024.
32,231,100 votes (99.69%) were in
favour, with 100,524 votes (0.31%) against and no votes withheld.
Any proxy votes which were at the discretion of the Chairman were
included in the "for" total.
The Directors' Remuneration Policy
was last approved by shareholders at the Annual General Meeting
held on 26 April 2023.
26,960,104 votes (99.65%) were in
favour, with 93,651 votes (0.35%) against and 34,992 votes
withheld. Any proxy votes which were at the discretion of the
Chairman were included in the "for" total.
Current and projected Directors' fees
|
Projected
fees
|
Current
fees
|
|
year ending
|
year ended
|
|
30 November
2025
|
30 November
2024
|
Maria Luisa Cicognani
(Chairman)
|
£41,200
|
£40,000
|
Christopher Casey (Audit Committee
Chairman)
|
£16,546
|
£35,000
|
Gyula Schuch (Non-executive
Director/Senior Independent Director)
|
£30,900
|
£30,000
|
Diana Dyer
Bartlett#
|
£24,740
|
-
|
Total
|
£113,386
|
£105,000
|
# Appointed with effect from 17 March 2025.
Directors' Remuneration Policy
The Company's Remuneration Policy
provides that fees payable to the Directors should reflect the time
spent by the Board on the Company's affairs and the
responsibilities borne by the Directors. The level of remuneration
is set with reference to comparable organisations and appointments,
in order to attract individuals of a high calibre.
The remuneration of the Directors is
determined within the limits set out in the Company's Articles of
Association, which state that the aggregate amount of Directors'
fees shall not exceed £300,000 in any financial year or such larger
amount as the Company may by ordinary resolution decide. Directors'
remuneration comprises solely Directors' fees. The Directors are
not eligible for bonuses, pension benefits, share options,
long-term incentive schemes or other benefits.
None of the Directors has a service
contract. The terms of their appointment provide that Directors
shall retire and be subject to election at the first Annual General
Meeting ("AGM") of the Company after their appointment and to
re-election annually thereafter. The terms also provide that a
Director may be removed without notice and that compensation will
not be due on leaving office.
In accordance with the Company's
Articles of Association, Directors are entitled to be paid all
reasonable travel, hotel or other expenses incurred in the
performance of their duties, including expenses incurred in
attending Board or shareholder meetings. Directors are also
entitled to be paid additional remuneration for rendering or
performing extra or special services of any kind, requiring them to
commit significant extra time to the Company. The current and
projected Directors' fees for 2024 and 2025 are shown in the table
above.
Fees for any new Director appointed
will be on the above basis. Fees payable in respect of subsequent
years will be determined following an annual review, with any
increases to be in line with the peer group and the market. Any
views expressed by shareholders with regards to fees paid to
Directors will be taken into consideration by the Management
Engagement and Remuneration Committee and the Board.
In accordance with the regulations,
an ordinary resolution to approve the Directors' Remuneration
Policy will be put to shareholders at least once every three years.
The policy was approved by shareholders at the AGM held on 26 April
2023 and thereafter is expected to be next on the AGM agenda in
2026.
Annual Statement
On behalf of the Board, I confirm
that the Remuneration Policy, set out above, and this Remuneration
Report summarise, as applicable, for the year ended 30 November
2024:
(a) the major decisions on
Directors' remuneration;
(b) any substantial changes
relating to Directors' remuneration made during the year;
and
(c) the context in which the
changes occurred and decisions have been taken.
Gyula Schuch
Chairman of the Management Engagement and
Remuneration Committee
10 March 2025
INDEPENDENT AUDITOR'S REPORT
to
the members of Mobius Investment Trust plc
Report on the audit of the financial
statements
Opinion
We have audited the Financial
Statements of Mobius Investment Trust plc ("the Company"), for the
year ended 30 November 2024, which comprise the Income
Statement, the Statement of Changes in Equity, the Statement of
Financial Position, and the related notes, including significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial Reporting
Standard 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 30 November
2024 and of its 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 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
We planned our audit by first
obtaining an understanding of the Company and its environment,
including its key activities delegated by the Board to relevant
approved third-party service providers and the controls over
provision of those services.
We conducted our audit using
information maintained and provided by MCP Emerging Markets LLP
(the 'Investment Manager and AIFM'), Frostrow Capital LLP (the
'Company Secretary, Administrator and Management Services
Provider'), Northern Trust Investor Services Limited (the
'Depositary) and The Northern Trust Company (the 'Custodian') to
whom the Company has delegated the provision of
services.
We tailored the scope of our audit
to reflect our risk assessment, taking into account such factors as
the types of investments within the Company, the involvement of the
Administrator, the accounting processes and controls, and the
industry in which the Company operates.
The scope of our audit was
influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These together with
qualitative considerations, helped us to determine the scope of our
audit and the nature, timing and extent of our audit procedures on
the individual Financial Statement line items and disclosures and
in the evaluation of the effect of misstatements, both individually
and in aggregate on the Financial Statements as a whole.
Key
audit matters
Key audit matters are those matters
that, in our professional judgement, were of most significance in
our audit of the Financial Statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon,
we do not provide a separate opinion on these
matters.
We summarise below the key audit
matters in arriving at our audit opinion above, together with how
our audit addressed these matters and the results of our audit work
in relation to these matters.
Key
audit matter
|
How
our audit addressed the key audit matter and our
conclusions
|
Valuation of investments
|
|
(as described on page 54 in the
Audit Committee Report and as per the accounting policy on page 71
and Note 8). (All page numbers refer to the full annual
report.)
The valuation of the portfolio as at
30 November 2024 was £166.6m (2023: £156.7m) and was comprised of
listed equity investments.
As this is the largest component of
the Company's Statement of Financial Position and a key driver of
the Company's total return, this has been designated a key audit
matter, being one of the most significant assessed risks of
material misstatement due to error.
There is a further risk that the
investments held at fair value may not be actively traded and the
quoted prices may not be reflective of their fair value.
Revenue recognition, including allocation of special dividends
as revenue or capital returns
(as described on page 54 in the
Audit Committee Report and as per the accounting policy on page 72
and Note 2). (All page numbers refer to the full annual
report.)
The income from investments for the
year to 30 November 2024 was £3.5m (2023: £2.8m) consisting
primarily of £3.3m (2023: £2.5m) of overseas dividend
income.
Revenue-based performance metrics
are often one of the key performance indicators for stakeholders.
The income from investments received by the Company during the year
directly impacts these metrics and the minimum dividend required to
be paid by the Company.
There is a risk that revenue is
incomplete, did not occur or is inaccurate through failure to
recognise income entitlements or failure to appropriately account
for their treatment. It has therefore been designated a key audit
matter, being one of the most significant assessed risks of
material misstatement due to error.
Additionally, judgement is required
in determining the allocation of special dividends as revenue or
capital returns in the Income Statement and the process for
allocation is manual. It has therefore been designated a key
audit matter, being one of the most significant assessed risks of
material misstatement due to fraud or error.
|
We obtained and assessed controls
reports provided by Frostrow Capital LLP (as Administrator) to
evaluate the design of the process and implementation of key
controls.
We compared market prices and
exchange rates applied to all listed equity investments held at 30
November 2024 to an independent third-party source and recalculated
the investment valuations.
We obtained average trading volumes
from an independent third-party source for all listed equity
investments held at year end and have assessed their liquidity. We
have also assessed trading activity for evidence of an active
market.
From our completion of these
procedures, we identified no material misstatements in relation to
the valuation of the investments.
We obtained and assessed controls
reports provided by Frostrow Capital LLP (as Administrator) to
evaluate the design of the process and implementation of key
controls.
We assessed whether income was
recognised and disclosed in accordance with the financial reporting
framework, including the AIC SORP and the Company's accounting
policies.
We recalculated 100% of dividends
due to the Company from equity holdings, based on investment
holdings throughout the year and announcements made by investee
companies.
We have agreed the foreign exchange
rates used to independent third-party sources and agreed a sample
of investment income recognised to bank statements.
We obtained management's list of all
special dividends received by the Company and their allocation as
revenue or capital returns, and used a third-party independent data
source to assess the completeness of the special dividend
population and evaluate management's conclusions as to whether
special dividends recognised were revenue or capital in nature,
with reference to the underlying circumstances of the investee
companies' dividend payments.
From our completion of these
procedures, we identified no material misstatements in
relation to revenue recognition, including allocation of special
dividends as revenue or capital returns.
|

Our
application of materiality
We define materiality as the
magnitude of misstatement in the Financial Statements that makes it
probable that the economic decisions of a reasonably knowledgeable
person would be changed or influenced. We use materiality in
determining the nature and extent of our work and in evaluating the
results of that work.
Materiality measure
|
Value
|
Materiality for the Financial Statements as a
whole
We have set materiality as 1% of net
assets as we believe that net assets is the primary performance
measure used by investors and is the key driver of shareholder
value. We determined the measurement percentage to be commensurate
with the risk and complexity of the audit and the Company's
listed status.
|
£1.74m
|
Performance materiality
Performance materiality represents
amounts set by the auditor at less than materiality for the
Financial Statements as a whole, to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the Financial
Statements as a whole.
In setting this we consider the
Company's overall control environment and any experience of the
audit that indicates a lower risk of material misstatements. We
have set performance materiality at 50% of our overall financial
statement materiality as this is our first year as
auditor.
|
£0.87m
|
Specific materiality
Recognising that there are
transactions and balances of a lesser amount which could influence
the understanding of users of the Financial Statements we calculate
a lower level of materiality for testing such areas.
Specifically, given the importance
of the distinction between revenue and capital for the Company, we
also applied a separate testing threshold for the revenue column of
the Income Statement, set at the higher of 5% of the revenue return
before taxation and our Audit Committee Reporting
Threshold.
We have also set a separate specific
materiality in respect of related party transactions and Directors'
remuneration.
We used our judgement in setting
these thresholds and considered our experience and industry
benchmarks for specific materiality.
|
£0.12m
|
Audit Committee Reporting Threshold
We agreed with the Audit Committee
that we would report to them all differences in excess of 5% of
overall materiality in addition to other identified misstatements
that warranted reporting on qualitative grounds, in our view. For
example, an immaterial misstatement as a result of
fraud.
|
£0.09m
|
During the course of the audit, we
reassessed initial materiality and found no reason to alter the
basis of calculation used at year-end.
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:
●
Evaluating management's method of assessing going
concern, including consideration of the redemption facility and
market conditions and macro-economic uncertainties;
●
Assessing and challenging the forecast cashflows
and associated sensitivity modelling used by the Directors in
support of their going concern assessment by reference to
supporting documentation, Board approved budgets, our own
understanding of the Company and the economic environment in which
it operates, and the results of other audit work;
●
Assessing the plausibility of mitigating actions
identified by management as available to them to continue as a
going concern if downside uncertainties were to
crystallise;
●
Performing arithmetical and consistency checks on
management's base forecast;
●
Obtaining and recalculating management's
assessment of the Company's ongoing maintenance of investment trust
status;
●
Evaluating management's assessment of the business
continuity plans of the Company's main service providers;
and
●
Assessing the adequacy of the Company's going
concern disclosures included in the Annual Report.
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.
Other information
The other information comprises the
information included in the Annual Report other than the Financial
Statements and our auditor's report thereon. The Directors are
responsible for the other information contained within the Annual
Report. Our opinion on the Financial Statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the Financial
Statements, or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. 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 Directors' Report for the financial year for which the
Financial Statements are prepared is consistent with the Financial
Statements; and
●
The Strategic Report and the Directors' Report
have been prepared in accordance with applicable legal
requirements.
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 Directors' Report.
We have nothing to report in respect
of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
●
Adequate accounting records have not been kept by
the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
●
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; or
●
A corporate governance statement has not been
prepared by the Company.
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
entity'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 or our knowledge obtained during the
audit:
●
The Directors' statement with regards to the
appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page
40;
●
The Directors' explanation as to its assessment of
the Company's prospects, the period this assessment covers and why
the period is appropriate set out on pages 25 and 26;
●
The Directors' statement on fair, balanced and
understandable set out on page 51;
●
The Directors' 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 40;
●
The Directors' confirmation that it has carried
out a robust assessment of the emerging and principal risks set out
on pages 22 to 25;
●
The section of the annual report that describes
the review of the effectiveness of risk management and internal
control systems set out on pages 47 and 48; and
●
The section describing the work of the Audit
Committee set out on pages 53 and 54.
(All page numbers refer to the full
annual report.)
Responsibilities of Directors
As explained more fully in the
Statement of Directors' Responsibilities set out on page 51, the
Directors are responsible for the preparation of the Financial
Statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is
necessary to enable the preparation of Financial Statements that
are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do
so.
Auditor responsibilities for the audit of the Financial
Statements
Our objectives are to obtain
reasonable assurance about whether the Financial Statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these Financial Statements.
A further description of our
responsibilities for the audit of the Financial Statements is
located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor's report.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed
below.
We assessed whether the engagement
team collectively had the appropriate competence and capabilities
to identify or recognise non-compliance with laws and
regulations by considering their experience, past performance and
support available.
All engagement team members were
briefed on relevant identified laws and regulations and potential
fraud risks at the planning stage of the audit. Engagement team
members were reminded to remain alert to any indications of fraud
or non-compliance with laws and regulations throughout the
audit.
We obtained an understanding of the
legal and regulatory frameworks that are applicable to the Company
and the sector in which it operates, focusing on those provisions
that had a direct effect on the determination of material amounts
and disclosures in the Financial Statements. The most relevant
frameworks we identified include:
●
Companies Act 2006;
●
FCA listing and DTR rules;
●
The principles of the UK Corporate Governance Code
applied by the AIC Code of Corporate Governance
(the "AIC Code");
●
Industry practice represented by the Statement of
Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts ("the SORP") issued in July
2022;
●
Financial Reporting Standard 102; and
●
The Company's qualification as an investment trust
under section 1158 of the Corporation Tax Act 2010.
We gained an understanding of how
the Company is complying with these laws and regulations by making
enquiries of management and those charged with governance. We
corroborated these enquiries through our review of relevant
correspondence with regulatory bodies and board meeting
minutes.
We assessed the susceptibility of
the financial statements to material misstatement, including how
fraud might occur, by meeting with management and those
charged with governance to understand where it was considered there
was susceptibility to fraud. This evaluation also considered how
management and those charged with governance were remunerated and
whether this provided an incentive for fraudulent activity. We
considered the overall control environment and how management and
those charged with governance oversee the implementation and
operation of controls. In areas of the financial statements where
the risks were considered to be higher, we performed procedures to
address each identified risk. We identified a heightened fraud risk
in relation to:
●
management override of controls; and
●
allocation of special dividends (revenue
recognition).
Audit procedures performed in
response to the risk relating to the completeness and allocation of
special dividends are set out in the section on key audit matters
above, and audit procedures performed in response to the risk of
management override of controls are included below.
In addition to the above, the
following procedures were performed to provide reasonable assurance
that the Financial Statements were free of material fraud or
error:
●
Reviewing minutes of meetings of those charged
with governance for reference to: breaches of laws and regulation
or for any indication of any potential litigation and claims;
and events or conditions that could indicate an incentive
or pressure to commit fraud or provide an opportunity to
commit fraud;
●
Performing audit work procedures over the risk of
management override of controls, including unpredictability
testing, testing of journal entries and other adjustments for
appropriateness, evaluating the business rationale of significant
transactions outside the normal course of business and reviewing
judgements made by management in their calculation of accounting
estimates for potential management bias;
●
Completion of appropriate checklists and use of
our experience to assess the Company's compliance with the
Companies Act 2006 and the Listing Rules; and
●
Agreement of the Financial Statement disclosures
to supporting documentation.
Our audit procedures were designed
to respond to the risk of material misstatements in the Financial
Statements, recognising that 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 intentional
concealment, forgery, collusion, omission, or misrepresentation.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
Financial Statements, the less likely we would become aware of
it.
Other matters which we are required to
address
Following the recommendation of the
Audit Committee, we were appointed by the Board on 20 August 2024
to audit the Financial Statements for the year ended 30 November
2024 and subsequent financial periods. The period of our total
uninterrupted engagement is one year, covering the year ended 30
November 2024.
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 so
that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
and the Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Richard Sutherland
(Senior
Statutory Auditor)
for
and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
10 March 2025
Financial Statements
INCOME STATEMENT
for
the year ended 30 November 2024
|
|
Year ended
|
Year ended
|
|
|
30 November
2024
|
30 November
2023
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Gains on investments held at fair
value
|
8
|
-
|
8,696
|
8,696
|
-
|
14,434
|
14,434
|
Exchange losses on foreign
currencies
|
|
(2)
|
(114)
|
(116)
|
-
|
(210)
|
(210)
|
Income
|
2
|
3,496
|
-
|
3,496
|
2,802
|
-
|
2,802
|
Investment management and management
service fees
|
3
|
(576)
|
(1,343)
|
(1,919)
|
(541)
|
(1,263)
|
(1,804)
|
Other expenses
|
4
|
(490)
|
-
|
(490)
|
(492)
|
-
|
(492)
|
Return on ordinary activities
|
|
|
|
|
|
|
|
before taxation
|
|
2,428
|
7,239
|
9,667
|
1,769
|
12,961
|
14,730
|
Taxation on ordinary
activities
|
5
|
(229)
|
(940)
|
(1,169)
|
(154)
|
(1,449)
|
(1,603)
|
Return after taxation attributable to equity
shareholders
|
|
2,199
|
6,299
|
8,498
|
1,615
|
11,512
|
13,127
|
Return per share basic and diluted
|
7
|
1.91p
|
5.45p
|
7.36p
|
1.45p
|
10.34p
|
11.79p
|
The "Total" column of this statement
represents the Company's Income Statement. The Revenue and Capital
columns are supplementary to this and are prepared under guidance
published by the Association of Investment Companies
(AIC).
All items in the above statement
derive from continuing operations.
The Company had no other
comprehensive income or expenses other than those shown above and
therefore no separate Statement of Other Comprehensive Income has
been presented.
The accompanying notes are an
integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for
the year ended 30 November 2024
|
|
|
|
Capital
|
|
|
|
|
Share
|
Share
|
Special
|
Redemption
|
Capital
|
Revenue
|
|
|
capital
|
premium
|
reserve
|
reserve
|
reserves
|
reserve
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 December 2023
|
1,167
|
21,158
|
95,093
|
14
|
46,902
|
2,195
|
166,529
|
Return for the year
|
-
|
-
|
-
|
-
|
6,299
|
2,199
|
8,498
|
Ordinary Final dividend (1.25p) for
the year ended 30 November 2023
|
-
|
-
|
-
|
-
|
-
|
(1,443)
|
(1,443)
|
Balance at 30 November 2024
|
1,167
|
21,158
|
95,093
|
14
|
53,201
|
2,951
|
173,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
Share
|
Share
|
Special
|
Redemption
|
Capital
|
Revenue
|
|
|
capital
|
premium
|
reserve
|
reserve
|
reserves
|
reserve
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 December 2022
|
1,088
|
10,833
|
95,093
|
14
|
35,390
|
1,876
|
144,294
|
Issue of Ordinary shares
|
79
|
10,325
|
-
|
-
|
-
|
-
|
10,404
|
Return for the year
|
-
|
-
|
-
|
-
|
11,512
|
1,615
|
13,127
|
Ordinary Final dividend (1.20p) for
the year ended 30 November 2022
|
-
|
-
|
-
|
-
|
-
|
(1,296)
|
(1,296)
|
Balance at 30 November 2023
|
1,167
|
21,158
|
95,093
|
14
|
46,902
|
2,195
|
166,529
|
The accompanying notes are an
integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
as
at 30 November 2024
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Fixed assets
|
|
|
|
Investments held at fair value
through profit or loss
|
8
|
166,627
|
156,690
|
Current assets
|
|
|
|
Debtors
|
9
|
2,779
|
1,399
|
Cash at bank and in hand
|
14
|
6,618
|
10,722
|
|
|
9,397
|
12,121
|
Current liabilities
|
|
|
|
Creditors (amounts falling due
within one year)
|
10
|
(262)
|
(491)
|
Net
current assets
|
|
9,135
|
11,630
|
Total assets less current liabilities
|
|
175,762
|
168,320
|
Non-current liabilities
|
|
|
|
Deferred tax liability
|
11
|
(2,178)
|
(1,791)
|
Net
assets
|
|
173,584
|
166,529
|
Capital and reserves
|
|
|
|
Called up share capital
|
12
|
1,167
|
1,167
|
Share premium
|
|
21,158
|
21,158
|
Special reserve
|
|
95,093
|
95,093
|
Capital redemption
reserve
|
|
14
|
14
|
Retained Earnings:
|
|
|
|
Capital reserves
|
|
53,201
|
46,902
|
Revenue reserve
|
|
2,951
|
2,195
|
Total Shareholders' funds
|
|
173,584
|
166,529
|
Net
asset value per Ordinary Share (p)
|
13
|
150.39
|
144.28
|
The Financial Statements were
approved, and authorised for issue, by the Board of Directors
on 10 March 2025 and signed on its behalf by:
Maria Luisa Cicognani
Chairman
The accompanying notes are an
integral part of these financial statements.
Mobius Investment Trust plc -
Company Registration Number: 11504912 (Registered in England and
Wales)
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting Policies
The principal accounting policies,
all of which have been applied consistently throughout the year in
the preparation of these Financial Statements, are set out
below:
(a)
Basis of preparation
The Financial Statements have been
prepared in accordance with UK Generally Accepted Accounting
Practice ("GAAP") under UK and Republic of Ireland Company Law, FRS
102 'The Financial Reporting Standard applicable in the UK, the
Statement of Recommended Practice ("SORP") for "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts" issued by the Association of Investment Companies in July
2022 and the Companies Act 2006 under the historical cost
convention as modified by the valuation of investments at fair
value through profit or loss.
The Financial Statements have been
prepared on a going concern basis. The disclosure on going concern
in the Report of the Directors forms part of these Financial
Statements.
All values are rounded to the
nearest thousand pounds (£'000) except where otherwise
indicated.
The Company has taken advantage of
the exemption from preparing a Cash Flow Statement under FRS 102,
as it is an investment company whose investments are substantially
all highly liquid and carried at fair (market) value.
Significant Judgements
There are two significant judgements
involved in the presentation of the Company's accounts being the
judgement on the functional currency of the Company and the
classification of the special dividend.
The Company's investments are made
in foreign currencies, however the Board considers the Company's
functional currency to be sterling. In arriving at this conclusion,
the Board considered that the shares of the Company are listed on
the London Stock Exchange, it is regulated in the United Kingdom
and pays dividends and expenses in sterling.
The special dividend received during
the year was assessed by the Board who were satisfied that it had
been accounted for appropriately.
Presentation of the Income Statement
In order to reflect better the
activities of an investment trust company and in accordance with
the SORP, supplementary information which analyses the Income
Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. The net revenue return is
the measure the Directors believe appropriate in assessing the
Company's compliance with certain requirements set out in Section
1158 of the Corporation Tax Act 2010.
(b)
Valuation of Investments
Investments are measured under FRS
102, sections 11 and 12 and are measured initially, and at
subsequent reporting dates, at fair value.
Changes in the fair value of
investments and gains and losses on disposal are recognised in the
Income Statement as a capital item. The Company manages and
evaluates the performance of these investments on a fair value
basis in accordance with its investment strategy, and information
about the investments is provided internally on this basis to the
Board. Fair value for quoted investments is deemed to be bid market
prices, or last traded price, depending on the convention of the
stock exchange on which they are quoted.
All purchases and sales of
investments are accounted for on the trade date basis.
The Company's policy is to expense
transaction costs on acquisition/disposal through the gains on
investment at fair value through profit or loss. The total of such
expenses, showing the total amounts included in disposals and
acquisitions are disclosed in note 8 of the Financial
Statements.
In addition, for financial reporting
purposes, fair value measurements are categorised into a fair value
hierarchy based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to
the fair value measurement in its entirety, which are described as
follows:
· Level
1 - Quoted prices in active markets;
· Level
2 - Inputs other than quoted prices included within Level 1 that
are observable (i.e. developed using market data), either directly
or indirectly; and
· Level
3 - Inputs are unobservable (i.e. for which market data is
unavailable).
(c)
Investment Income
Dividends receivable from equity
shares are recognised in Revenue on an ex-dividend basis except
where, in the opinion of the Board, the dividend is capital in
nature, in which case it is included in Capital.
Overseas dividends are reported
gross of withholding tax.
Special dividends are looked at
individually to decide the reason behind the payment. In deciding
whether a dividend should be regarded as a capital or revenue
receipt, the Company reviews all relevant information as to the
reasons for and sources of the dividend on a case by case basis.
Special dividends of a revenue nature are recognised through the
revenue column of the Income Statement. Special dividends of a
capital nature are recognised through the capital column of the
Income Statement. Deposit interest receivable is taken to the
revenue account on an accruals basis.
(d)
Expenses and finance costs
All the expense and finance costs
are accounted for on an accruals basis. Expenses are charged
through the revenue column of the Income Statement except as
follows:
· Expenses which are incidental to the acquisition or disposal
of an investment are treated as part of the cost or proceeds of
that investment;
· Expenses are taken to the Capital reserve via the capital
column of the Income Statement, where a connection with the
maintenance or enhancement of the value of investments can be
demonstrated. In line with the Board's expected long-term split of
returns, in the form of capital gains and income from the Company's
portfolio, 70% of the Investment Management fees, Administration
and Management Services fees and finance costs are taken to the
Capital reserve.
(e)
Taxation
In line with the recommendations of
the SORP, the tax effect of different items of expenditure is
allocated between capital and revenue using the marginal basis.
Deferred taxation is provided on all timing differences that have
originated but not been reversed by the Statement of Financial
Position date other than those regarded as permanent. This is
subject to deferred tax assets only being recognised if it is
considered more likely than not that there will be suitable profits
from which the reversal of timing differences can be deducted. Any
liability to deferred tax is provided for at the rate of tax
enacted or substantially enacted.
Dividend income received by the
Company may be subject to withholding tax imposed in the country of
origin. The tax charges shown in the Income Statement relates
mainly to overseas withholding tax on dividend income and Indian
capital gains tax.
Indian capital gains tax is
allocated to the Capital column of the Income Statement.
(f)
Foreign currency
The currency of the primary economic
environment in which the Company operates (the functional currency)
is sterling, which is also the presentational currency of the
Company. Transactions recorded in overseas currencies during the
year are translated into sterling at the appropriate daily exchange
rates. Assets and liabilities denominated in overseas currencies at
the Statement of Financial Position date are translated into
sterling at the exchange rate ruling at that date.
Exchange differences are included in
the Income Statement and allocated as capital if they are of a
capital nature, or as revenue if they are of a revenue
nature.
(g)
Nature and purpose of reserves
Ordinary share capital
· represents the nominal value of the issued ordinary share
capital.
Share premium account
· represents the surplus of net proceeds received from the issue
of new shares over the nominal value of such shares. The share
premium account is non-distributable.
Special reserve
· this
reserve is created upon the cancellation of the Share Premium
Account. This reserve is distributable by way of a dividend and can
also be used to fund any repurchases of the Company's own
shares.
Capital redemption reserve
· a
transfer will be made to this reserve on cancellation of the
Company's own shares purchased, equal to the nominal value of the
shares. This reserve is non-distributable.
Capital reserve
This reserve reflects
any:
· gains
or losses on the disposal of investments;
· exchange differences of a capital nature;
· the
increases and decreases in the fair value of investments which have
been recognised in the capital column of the Income Statement;
and
· expenses which are capital in nature as disclosed
below.
This reserve can also be used to
distribute realised capital profits by way of a dividend and to
fund any repurchases of the Company's own shares.
Any gains in the fair value of
investments that are not readily convertible to cash are treated as
unrealised gains in the Capital reserve.
Revenue reserve
· reflects all income and expenditure which are recognised in
the revenue column of the Income Statement and is distributable by
way of dividend.
It is the Board's current policy to
only pay dividends out of the Revenue reserve.
(h)
Dividends payable
Dividends paid by the Company are
recognised in the Financial Statements and are shown in the
Statement of Changes in Equity in the period in which they became
legally binding, which in the case of an interim dividend is the
point at which it is paid and for a final dividend when it is
approved by Shareholders at the AGM, in line with the ICAEW Tech
Release 02/17BL.
2.
Income
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Income from investments
|
|
|
Overseas Dividends*
|
3,276
|
2,505
|
Other income - bank
interest
|
220
|
297
|
|
3,496
|
2,802
|
*
includes special
dividend received from Kangji Medical Holdings of £564,000 (2023:
£nil).
3.
Investment Management and Management
Service Fees
|
Year ended
30 November
2024
|
Year ended
30 November
2023
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Investment management fees - MCP
Emerging Markets LLP
|
470
|
1,096
|
1,566
|
442
|
1,031
|
1,473
|
Management service fees - Frostrow
Capital LLP
|
106
|
247
|
353
|
99
|
232
|
331
|
|
576
|
1,343
|
1,919
|
541
|
1,263
|
1,804
|
Further information regarding
Investment Management and Management Service fees can be found in
the Business Review.
4.
Other Expenses
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Directors' fees
|
105
|
105
|
Auditor's remuneration - Statutory
annual audit
|
41
|
56
|
Custody fees
|
100
|
92
|
Depositary fees
|
26
|
25
|
Registrar fees
|
19
|
19
|
Company Broker fees
|
45
|
46
|
Stock listing and FCA
fees
|
23
|
20
|
Marketing and promotional
costs*
|
28
|
48
|
Other administrative
expenses
|
103
|
81
|
|
490
|
492
|
*
2023 includes extra marketing costs in relation to the 5th
anniversary of the Company.
5.
Taxation
(a)
Analysis of Charge in the Year
|
Year ended
30 November
2024
|
Year ended
30 November
2023
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Overseas taxation
|
229
|
-
|
229
|
154
|
-
|
154
|
Overseas capital gains
tax
|
-
|
940
|
940
|
-
|
1,449
|
1,449
|
|
229
|
940
|
1,169
|
154
|
1,449
|
1,603
|
Overseas tax arose as a result of
irrecoverable withholding tax on overseas dividends and Indian
capital gains tax ("CGT").
Indian CGT arises on capital gains
on the sale of Indian securities at a rate of 15% on short-term
capital gains (defined as those where the security was left for
less than a year) and 10% on long-term capital gains. The Indian
Budget in July 2024 announced an increase to the Indian capital
gains tax (CGT) rates. The short-term CGT rate was increased from
15% to 20% and the long-term CGT rates was increased from 10% to
12.5%. The new rates were substantially enacted on 8 August
2024 and effective retrospectively from 23 July 2024. A deferred
tax liability for CGT as at 30 November 2024 is recognised on
unrealised capital gains on Indian securities, see Note 11 below
£2,178,000 (2023: £1,791,000).
(b)
Reconciliation of Tax Charge
The revenue account tax charge for
the year is lower than the standard rate of corporation tax in the
UK of 25% (2023: 23%).
|
Year ended
30 November
2024
|
Year ended
30 November
2023
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Total return on ordinary activities
before tax
|
2,428
|
7,239
|
9,667
|
1,769
|
12,961
|
14,730
|
Corporation tax charged at 25%
(2023: 23%)#
|
607
|
1,810
|
2,417
|
407
|
2,981
|
3,388
|
Effects of:
|
|
|
|
|
|
|
Gains on investments not subject to
UK corporation tax
|
-
|
(2,175)
|
(2,175)
|
-
|
(3,320)
|
(3,320)
|
Non-taxable foreign exchange
losses
|
-
|
29
|
29
|
-
|
48
|
48
|
Unutilised management
expenses
|
267
|
336
|
603
|
238
|
291
|
529
|
Income not subject to corporation
tax
|
(874)
|
-
|
(874)
|
(645)
|
-
|
(645)
|
Overseas taxation
|
229
|
-
|
229
|
154
|
-
|
154
|
Indian capital gains tax
|
-
|
940
|
940
|
-
|
1,449
|
1,449
|
Tax
charge for the year
|
229
|
940
|
1,169
|
154
|
1,449
|
1,603
|
# With
effect from 1 April 2023, the main rate of corporation tax
increased from 19% to 25%, therefore the hybrid rate of 23% was
used in 2023.
(c)
Provision for UK Deferred Taxation
For the year ended 30 November 2024,
the Company had cumulative unutilised management expenses for
taxation purposes of £12,520,000 (2023: £10,111,000). It is
unlikely the Company will generate sufficient taxable income in
excess of the available deductible expenses and therefore the
Company has not recognised a deferred tax asset of £3,130,000
(2023: £2,528,000) based on a prospective corporation tax rate of
25% (2023: 23%).
Due to the Company's status as an
investment company and the intention to continue meeting the
conditions required to maintain such a status in the foreseeable
future, the Company has not provided for deferred UK tax on any
capital gains or losses arising on the revaluation or disposal of
investments.
Deferred tax has been provided for
on capital gains arising on Indian Securities as disclosed in note
5(a) above.
6.
Dividends
In accordance with FRS 102 dividends
are included in the Financial Statements in the year in which they
are paid or approved by Shareholders. Amounts recognised as
distributable to Shareholders for the year end 30 November 2024
were as follows:
|
Ex-Dividend
date
|
Payment
date
|
2024
£'000
|
2023
£'000
|
Final dividend paid for the year
ended 30 November 2023 of
1.25p per share
|
11 April
2024
|
7 May
2024
|
1,443
|
-
|
Final dividend paid for the year
ended 30 November 2022 of
1.20p per share
|
6 April
2023
|
5 May
2023
|
-
|
1,296
|
The final dividend of 1.7p (2023:
1.25p) has not been included as a liability in these Financial
Statements as it is only recognised in the financial year in which
it is paid. The total dividends payable in respect of the financial
year which forms the basis of the retention test under Section 1158
of the Corporation Tax Act 2010 are set out below:
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Revenue available for distribution
by way of dividend for the year
|
2,199
|
1,615
|
Final dividend of 1.7p (2023: 1.25p)
per share*
|
(1,962)
|
(1,443)
|
Revenue reserves available following
distribution
|
237
|
172
|
*
Based on the number of shares in issue as at 30 November 2024 being
115,420,336 (2023: 115,420,336 on the ex-dividend date).
7.
Return per share - basic and diluted
The return per share figures are
based on the following figures:
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Net revenue return
|
2,199
|
1,615
|
Net capital return
|
6,299
|
11,512
|
Net
total return
|
8,498
|
13,127
|
|
Year ended
|
Year ended
|
|
30 November
|
30 November
|
|
2024
|
2023
|
|
Pence
|
Pence
|
Revenue return per share
|
1.91
|
1.45
|
Capital return per share
|
5.45
|
10.34
|
Total return per share
|
7.36
|
11.79
|
Weighted average number of Ordinary
shares in issue during the year
|
115,420,336
|
111,386,397
|
During the year (2023: nil) there
were no dilutive instruments held, therefore the basic and diluted
return per share are the same.
8.
Investments held at fair value through profit or
loss
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening book cost
|
137,757
|
108,263
|
Opening investment holding
gains
|
18,933
|
18,571
|
Opening fair value
|
156,690
|
126,834
|
Purchases at cost
|
35,467
|
48,876
|
Sales proceeds
|
(34,226)
|
(33,454)
|
Gains on investments held at fair
value through profit or loss
|
8,696
|
14,434
|
Closing fair value
|
166,627
|
156,690
|
Closing book cost
|
152,603
|
137,757
|
Closing investment holding
gains
|
14,024
|
18,933
|
Closing fair value
|
166,627
|
156,690
|
The Company received £34,226,000
(2023: £33,454,000) from investments sold in the year. The book
cost of the investments when they were purchased was £20,621,000
(2023: £19,382,000). These investments have been revalued over time
until they were sold. Any unrealised gains/losses were included in
the fair value of the Investments.
During the year the Company incurred
transaction costs on purchases of £47,000 (2023:
£61,000).
Sales transaction costs incurred
during the year were £103,000 (2023: £88,000) and comprised
commission.
9.
Debtors
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Outstanding sales due for
settlement
|
2,596
|
1,270
|
Accrued income
|
11
|
27
|
Overseas tax recoverable
|
117
|
71
|
Non-redeemable preference shares
recoverable - Management Shares
|
13
|
13
|
Other debtors
|
42
|
18
|
|
2,779
|
1,399
|
10.
Creditors: amounts falling due within one year
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Outstanding purchases due for
settlement
|
-
|
222
|
Investment management fee - MCP
Emerging Markets LLP
|
133
|
127
|
Management service fee - Frostrow
Capital LLP
|
30
|
30
|
Other creditors
|
99
|
112
|
|
262
|
491
|
11.
Deferred tax liability
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Deferred taxation on unrealised
capital gains on Indian securities
|
2,178
|
1,791
|
See note 5(a) above for further
details.
12.
Called up Share Capital
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Allotted and fully paid
|
|
|
115,420,336 (2023: 115,420,336)
Ordinary shares of 1p each
|
1,154
|
1,154
|
Called up Management Shares
|
|
|
50,000 (2023: 50,000) non-redeemable
preference shares - Management Shares of £1 each.
|
13
|
13
|
|
1,167
|
1,167
|
The capital of the Company is
managed in accordance with its investment policy which is detailed
in the Strategic Report.
During the year the Company issued
no new shares (2023: 7,871,353) new ordinary shares for a
consideration of £10,404,000).
The share capital includes 50,000
non-redeemable preference shares - Management shares, of a nominal
value of £1 each; of which one quarter is called up. These are held
by the Investment Manager.
The Company does not have any
externally imposed capital requirements.
13.
Net Asset Value Per Ordinary Share
|
30 November
|
30 November
|
|
2024
|
2023
|
Net Assets (£'000)
|
173,584
|
166,529
|
Number of shares in issue
|
115,420,336
|
115,420,336
|
Net
asset value per share
|
150.39p
|
144.28p
|
During the year (2023: nil) there
were no dilutive instruments held, therefore the basic and dilutive
net asset value per share are the same.
14.
Financial Instruments
The Company's financial instruments
comprise Its investment portfolio, cash balances and debtors and
creditors that arise directly from its operations. As an investment
trust the Company holds an investment portfolio of financial assets
in pursuit of its investment objective.
Fixed asset investments (see note 8
above) are valued at fair value in accordance with the Company's
accounting policies. The fair value of all other financial assets
and liabilities is represented by their carrying value in the
Statement of Financial Position.
All investments have been classified
as Level 1.
The main risks that the Company
faces arising from its financial instruments are:
(i) market risk,
including:
- Other price risk,
being the risk that the value of investments will fluctuate as a
result of changes in market prices;
- interest rate risk,
being the risk that the future cash flows of a financial instrument
will fluctuate because of changes in interest rates;
- foreign currency
risk, being the risk that the value of financial assets and
liabilities will fluctuate because of movements in currency
rates;
(ii) credit risk, being the risk that a counterparty to a
financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company;
and
(iii) liquidity risk, being the risk that the Company will
not be able to meet its liabilities when they fall due. This may
arise should the Company not be able to liquidate its investments.
Under normal market trading volumes the investment portfolio could
be substantially realised within a week.
Other price risk
The management of price risk is part
of the Investment management process and is typical of equity
investment. The investment portfolio is managed with an awareness
of the effects of adverse price movements through detailed and
continuing analysis with an objective of maximising overall returns
to shareholders. Further information on how the investment
portfolio is managed is set out in the Investment Manager's Review.
Although it is the Company's current policy not to use derivatives
they may be used from time to time, with prior Board approval, to
hedge specific market risk or gain exposure to a specific
market.
If the investment portfolio
valuation rose or fell by 10% at 30 November 2024 (2023: 10%), the
impact on the profit and loss and net asset value would have been
£17.0 million (2023: £16.0 million). The calculations are based on
the investment portfolio valuation as at the respective Statement
of Financial Position dates and are not necessarily representative
of the year as a whole.
Interest rate risk
Interest rate risk is the risk that
the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates.
When the Company retains cash
balances the majority of the cash is held in the custody account at
The Northern Trust Company. The benchmark rate which determines the
interest payments received on cash balances is the bank base rate
for the relevant currency for each deposit.
Interest rate movements may affect
the level of income receivable on cash deposits and cash
equivalents and interest payable on borrowing.
Interest rate exposure
The exposure of financial assets and
financial liabilities to floating interest rates, giving cash flow
interest rate risk when rates are re-set, is shown
below:
|
30 November
|
30 November
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Exposure to floating interest
rates:
|
|
|
Cash at bank and in hand
|
6,618
|
10,722
|
Net
exposure
|
6,618
|
10,722
|
Interest rate sensitivity
The following table illustrates the
sensitivity of the return after taxation for the year and net
assets to a 5% (2023: 5%) increase or decrease in interest rates in
regards to the Company's monetary financial assets and financial
liabilities. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company's monetary financial
instruments held at the accounting date with all other variables
held constant.
|
30 November
2024
|
30 November
2023
|
|
5% increase
|
5% decrease
|
5% increase
|
5% decrease
|
|
in rate
|
in rate
|
in rate
|
in rate
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Income statement - return after
taxation
|
|
|
|
|
Revenue return/(loss)
|
331
|
(331)
|
536
|
(536)
|
Capital return
|
-
|
-
|
-
|
-
|
Total return after
taxation
|
331
|
(331)
|
536
|
(536)
|
Net
assets
|
331
|
(331)
|
536
|
(536)
|
The Directors do not consider the
exposure to interest risk as being material to the
Company.
Foreign currency risk
Foreign currency risk is the risk
that fair values of future cash flows of a financial instrument
fluctuate because of changes in foreign exchange rates.
The Company Invests in overseas
securities and holds foreign currency cash balances which give rise
to currency risks. Foreign currency risks are managed alongside
other market risks as part of the management of the investment
portfolio. it is currently not the Company's policy to hedge this
risk on a continuing basis but it can do so from time to
time.
Foreign currency exposure:
|
2024
|
2023
|
|
Investments
|
Cash
|
Debtors
|
Creditors
|
Investments
|
Cash
|
Debtors
|
Creditors
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
New Taiwanese dollar
|
39,294
|
24
|
931
|
-
|
39,999
|
25
|
41
|
-
|
Indian rupee
|
24,172
|
-
|
-
|
-
|
32,688
|
72
|
51
|
-
|
Turkish lira
|
19,427
|
-
|
-
|
-
|
12,155
|
-
|
-
|
(222)
|
Brazilian real
|
18,241
|
-
|
1,666
|
-
|
12,561
|
-
|
9
|
-
|
Korean won
|
16,140
|
-
|
-
|
-
|
26,182
|
-
|
1,219
|
-
|
US dollar
|
11,070
|
108
|
-
|
-
|
9,024
|
-
|
-
|
-
|
Thailand baht
|
8,490
|
-
|
-
|
-
|
4,553
|
-
|
-
|
-
|
Vietnamese dong
|
8,473
|
557
|
-
|
-
|
4,724
|
1,320
|
-
|
-
|
Kenyan shilling
|
7,882
|
-
|
-
|
-
|
3,339
|
-
|
-
|
-
|
Malaysian ringgit
|
5,610
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Hong Kong dollar
|
4,974
|
-
|
87
|
-
|
7,266
|
-
|
-
|
-
|
South African rand
|
2,854
|
-
|
7
|
-
|
4,199
|
-
|
-
|
-
|
Polish zloty
|
-
|
-
|
21
|
-
|
-
|
-
|
21
|
-
|
|
166,627
|
689
|
2,712
|
-
|
156,690
|
1,417
|
1,341
|
(222)
|
At 30 November 2024, the Company had
£5,929,000 (2023: £9,305,000) of sterling cash balances.
Foreign currency sensitivity
During the year sterling
strengthened by an average of 3.3% (2023: 3.7% strengthened)
against all of the currencies in the investment portfolio (weighted
for exposure at 30 November 2024), if the value of sterling had
strengthened against each of the currencies in the portfolio by
10%, the impact on the net asset value would have been negative
£17.0 million (2023: £16.0 million). If the value of sterling had
weakened against each of the currencies in the investment portfolio
by 10%, the impact on the net asset value would have been positive
£17.0 million (2023: £16.0 million). The calculations are based on
the investment portfolio valuation and cash balances as at the year
end and are not necessarily representative of the year as a
whole.
The level of sensitivity is
considered to be reasonably possible, based on observations of
current market conditions and historical trends.
|
|
|
Appreciation/
|
Foreign Exchange Rates
|
2024
|
2023%
|
(depreciation)
|
New Taiwanese dollar
|
41.2875
|
39.5483
|
4.4
|
Indian rupee
|
107.3989
|
105.5723
|
1.7
|
Turkish lira
|
44.1048
|
36.5219
|
20.8
|
Brazilian real
|
7.5890
|
6.2440
|
21.5
|
Korean won
|
1773.1783
|
1633.2654
|
8.6
|
US dollar
|
1.2711
|
1.2659
|
0.4
|
Thailand baht
|
43.5938
|
44.5329
|
(2.1)
|
Vietnamese dong
|
32,216.67
|
30,711.94
|
4.9
|
Kenyan shilling
|
164.9187
|
194.0068
|
(15.0)
|
Malaysian ringgit
|
5.6498
|
5.8987
|
(4.2)
|
Hong Kong dollar
|
9.8907
|
9.8874
|
0.0
|
South African rand
|
22.9560
|
23.9897
|
(4.3)
|
Polish zloty
|
5.1659
|
5.051
|
2.3
|
Credit risk
Credit risk is the risk that a
counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Company.
The Investment Manager has in place a monitoring procedure in
respect of counterparty risk which is reviewed on an ongoing basis.
The carrying amounts of financial assets best represents the
maximum credit risk exposure at the statement of financial position
date, and the main exposure to credit risk is via the Company's
Custodian who is responsible for the safeguarding of the Company's
Investments and cash balances.
At the reporting date, the Company's
financial assets exposed to credit risk amounted to the
following:
|
2024
|
2023
|
|
£'000
|
£'000
|
Cash at bank and in hand
|
6,618
|
10,722
|
Debtors
|
2,779
|
1,399
|
|
9,397
|
12,121
|
Credit risk is the risk that the
counterparty to a transaction fails to discharge its obligations
under that transaction, which could result in the Company suffering
a loss. Credit risk is managed as follows:
- All the assets of the
Company which are traded on a recognised exchange are held by The
Northern Trust Company, the Company's Custodian.
- Investment
transactions are carried out only with brokers which are considered
to have a high credit rating.
- Transactions are
ordinarily undertaken on a delivery versus payment basis, whereby
the Company's custodian bank ensures that the counterparty to any
transactions entered into by the Company has delivered its
obligation before any transfer of cash or securities away from the
Company is completed.
- Any failing trades in
the market are closely monitored by both the AIFM and the
Administrator.
- Cash is only held at
banks that have been identified by the Board as reputable and of
high credit quality.
The Northern Trust Company has a
credit rating of Aa2 (Moody's) AA- (Standard & Poor's) and AA
(Fitch Ratings).
The Board monitors the Company's
risk as described in the Strategic Report.
Liquidity risk
The Company's liquidity risk is
managed on an ongoing basis by the Investment Manager and the
Administrator. The Company's overall liquidity risks are monitored
on a quarterly basis by the Board.
Based on current trading volumes,
100.0% of the current portfolio could be liquidated within 30
trading days, with 96.1% in seven days or less, under normal market
conditions. As such, liquidity risk is not considered a material
risk.
Further details on the principal
risks facing the Company, can be found in the Business
Review.
15.
Transactions with the Investment Manager and Related
Parties
·
MCP Emerging Markets LLP (MCP) (formerly Mobius
Capital Partners LLP)
·
The Directors of the Company
The Company employs MCP as its
Investment Manager. During the year ended 30 November 2024, MCP
earned £1,566,000 (2023: £1,473,000) in respect of Investment
Management fees, of which £133,000 (2023: £127,000) was outstanding
at the year end. Details of the fees of all Directors can be found
in the Directors' Remuneration Report and in note 4
above.
The Directors' interests in the
capital of the Company can be found in the Directors' Remuneration
Report. There were no other material transactions during the year
with the Directors of the Company.
16.
Contingent Liabilities
There were no contingent liabilities
at 30 November 2024 (2023: none).
17.
Post Balance Sheet Events
Subsequent to the Company's year
end, the net asset value per share of the Company has decreased by
4.1% from 150.4p to 144.2p and the Company's share price has also
decreased by 3.3% from 138.0p to 133.5p as at 5 March
2025.
Further Information and Notice of AGM
AIFMD RELATED DISCLOSURE
Alternative Investments Fund Managers Directive ("AIFMD")
Disclosures (Unaudited)
Investment objective and leverage
MCP Emerging Markets LLP ("MCP") and
the Company are required to make certain disclosures available to
investors in accordance with the Alternative Investment Fund
Managers Directive ("AIFMD").
A description of the investment
strategy and objectives of the Company, the types of assets in
which the Company may invest, the techniques it may employ, any
applicable investment restrictions, the circumstances in which it
may use leverage, the types and sources of leverage permitted and
the associated risks, any restrictions on the use of leverage and
the maximum level of leverage which the AIFM and Investment Manager
are entitled to employ on behalf of the Company and the procedures
by which the Company may change its investment strategy and/or the
investment policy can be found above.
The table below sets out the current
maximum permitted limit and actual level of leverages for the
Company (see Glossary further details):
|
As a percentage of net
assets
|
|
Gross
|
Commitment
|
|
Method
|
Method
|
Maximum level of leverage
|
150.0%
|
150.0%
|
Actual level at 30 November
2024
|
96.4%
|
99.8%
|
Remuneration Disclosure of AIFM staff
As per the firm's remuneration
policy and procedures, MCP seeks to avoid creating any incentive
for individuals to take inappropriate risk and, in general, all
decisions are confirmed by the investment committee(s) which has
members in common with the governing body. During the year ended 30
November 2024, MCP had nine members of personnel in total,
including employees and Partners, two of whom fall under Code Staff
as per the firm's remuneration code policy. Following completion of
an assessment of the application of the proportionality principle
to the FCA's AIFM Remuneration Code, MCP has disapplied the pay-out
processed rules with respect to all Code Staff members. This is
because the AIFM considers that it carries out non-complex
activities and is operating on a small scale.
The information above relates to MCP
as a whole, and it has not been broken down by reference to the
Company or the other funds that MCP manages. Nor has the proportion
of remuneration which relates to the income MCP earns from their
management of the company.
Further disclosures required under
the AIFM Rules can be found within the Investor Disclosure Document
on the Company's website www.mobiusinvestmenttrust.com
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
("APMs")
Alternative Investment Fund Managers Directive
(AIFMD)
Agreed by the European Parliament
and the Council of the European Union and transposed into UK
legislation, the AIFMD classifies certain investment vehicles,
including investment companies, as Alternative Investment Funds
(AIFs) and requires them to appoint an Alternative Investment Fund
Manager ("AIFM") and depositary to manage and oversee the
operations of the investment vehicle. The Board of the Company
retains responsibility for strategy, operations and compliance and
the Directors retain a fiduciary duty to shareholders.
Discount or Premium^
A description of the difference
between the share price and the net asset value per share. The size
of the discount or premium is calculated by subtracting the share
price from the net asset value per share and is usually expressed
as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a
premium. If the share price is lower than the net asset value per
share, the shares are trading at a discount.
|
|
30 November
|
30 November
|
Discount or Premium^
|
|
2024
|
2023
|
Share price (p)
|
|
138.0
|
132.5
|
Net asset value per share
(p)
|
|
150.4
|
144.3
|
Discount
|
|
8.2%
|
8.2%
|
ESG+C®
Environmental, Social, Governance
and Cultural
Gearing^
The term used to describe the
process of borrowing money for investment purposes. The expectation
is that the returns on the investments purchased will exceed the
finance costs associated with those borrowings.
There are several methods of
calculating gearing and the following has been selected:
Total assets, less current
liabilities (before deducting any prior charges) minus cash/cash
equivalents divided by shareholders' funds, expressed as a
percentage.
The Company had no borrowings during
the year (2023: nil).
IPO
An initial public offering or stock
launch is a public offering in which shares of a company are sold
to institutional investors and usually also retail
investors.
Leverage
Leverage is defined in the AIFMD as
any method by which the AIFM increases the exposure of an AIF. In
addition to the gearing limit the Company also has to comply with
the AIFMD leverage requirements. For these purposes the Board has
set a maximum leverage limit of 150% for both methods. This limit
is expressed as a percentage with 100% representing no leverage or
gearing in the Company. There are two methods of calculating
leverage as follows:
Under the Gross Method, exposure
represents the Company's position after the deduction of sterling
cash balances and without taking into account any hedging or
netting arrangements.
Under the Commitment method,
exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are offset
(see AIFMD Related Disclosure for further details).
^
Alternative Performance Measure
MSCI Index
Certain information contained herein
(the "Information") is sourced from/copyright of MSCI Inc., MSCI
ESG Research LLC, or their affiliates ("MSCI"), or information
providers (together the "MSCI Parties") and may have been used to
calculate scores, signals, or other indicators. The Information is
for internal use only and may not be reproduced or disseminated in
whole or part without prior written permission. The Information may
not be used for, nor does it constitute, an offer to buy or sell,
or a promotion or recommendation of, any security, financial
instrument or product, trading strategy, or index, nor should it be
taken as an indication or guarantee of any future performance. Some
funds may be based on or linked to MSCI indexes, and MSCI may be
compensated based on the fund's assets under management or other
measures. MSCI has established an information barrier between index
research and certain Information. None of the Information in and of
itself can be used to determine which securities to buy or sell or
when to buy or sell them. The Information is provided "as is" and
the user assumes the entire risk of any use it may make or permit
to be made of the Information. No MSCI Party warrants or guarantees
the originality, accuracy and/or completeness of the Information
and each expressly disclaims all express or implied warranties. No
MSCI Party shall have any liability for any errors or omissions in
connection with any Information herein, or any liability for any
direct, indirect, special, punitive, consequential or any other
damages (including lost profits) even if notified of the
possibility of such damages.
Net
Asset Value ("NAV")
The value of the Company's assets,
principally investments made in other companies and cash being
held, minus any liabilities. The NAV is also described as
shareholders' funds. The NAV is often expressed in pence per share
after being divided by the number of shares which have been issued.
The NAV per share is unlikely to be the same as the share price
which is the price at which the Company's shares can be bought or
sold by an investor. The share price is determined by the
relationship between the demand and supply of the
shares.
Net
Asset Value Per Share ("NAV") Total Return^
The theoretical total return on an
investment over a specified period assuming dividends paid to
shareholders were reinvested at net asset value per share at the
time the shares were quoted ex-dividend. This is a way of measuring
investment management performance of investment trusts which is not
affected by movements in discounts or premiums.
Total return statistics also enable
the investors to make performance comparisons between investment
companies with different dividend polices.
|
|
Year ended
|
Year ended
|
|
|
30 November
|
30 November
|
NAV
Per Share Total Return
|
|
2024
|
2023
|
Opening NAV (p)
|
|
144.3
|
134.2
|
Increase in NAV (p)
|
|
6.1
|
10.1
|
Closing NAV (p)
|
|
150.4
|
144.3
|
Increase in NAV
|
|
4.2%
|
7.5%
|
Impact of reinvested
dividends
|
|
1.0%
|
1.0%
|
NAV Total Return
|
|
5.2%
|
8.5%
|
Ongoing Charges^
Ongoing charges are calculated by
taking the Company's annualised operating expenses as a proportion
of the average daily net asset value of the Company over the year.
The costs of buying and selling investments are excluded, as are
interest costs, taxation, cost of buying back or issuing ordinary
shares and other non-recurring costs.
|
|
Year ended
|
Year ended
|
|
|
30 November
|
30 November
|
|
|
2024
|
2023
|
Ongoing Charges
|
|
£'000
|
£'000
|
Investment management fees and
management service fees
|
|
1,919
|
1,804
|
Operating expenses
|
|
490
|
492
|
Total expenses
|
|
2,409
|
2,296
|
Average net assets during the
year
|
|
170,298
|
151,146
|
Ongoing Charges
|
|
1.4%
|
1.5%
|
Peer Group
The Company has selected the
following eight companies taken from the AIC's Global Emerging
Markets sector to form the Company's peer group:
Ashoka WhiteOak Emerging Markets,
Barings Emerging EMEA Opportunities, BlackRock Frontiers Investment
Trust, Fidelity Emerging Markets Limited, JP Morgan Emerging
Markets Investment Trust, JP Morgan Global Emerging Markets Income
Trust, Templeton Emerging Markets Investment Trust and Utilico
Emerging Markets Trust.
Revenue Return per Share
The revenue return per share is
calculated by taking the return on ordinary activities after
taxation and dividing it by the weighted average number of shares
in issue during the year (see note 7 for further
information).
Reverse Stress Test
Reverse stress tests are stress
tests that identify scenarios and circumstances which would make a
business unworkable and identifies potential business
vulnerabilities.
Share Price Total Return^
The theoretical total return on an
investment over a specified period assuming dividends paid to
shareholders were reinvested in shares at the share price at the
time the shares were quoted ex-dividend.
Share Price Total Return
|
|
Year ended
30 November
2024
p
|
Year ended
30 November
2023
p
|
Opening share price (p)
|
|
132.5
|
131.0
|
Increase in share price
(p)
|
|
5.5
|
1.5
|
Closing share price (p)
|
|
138.0
|
132.5
|
Increase in share price
|
|
4.2%
|
1.0%
|
Impact of reinvested
dividends
|
|
0.9%
|
1.1%
|
Share price Total Return
|
|
5.1%
|
2.1%
|
Stewardship Report
Is a report produced by MCP on their
stewardship of MMIT's investments and can be found on MMIT's
website www.mobiusinvestmenttrust.com.
Stress Testing
Is a forward-looking analysis
technique that considers the impact of a variety of extreme but
plausible economic scenarios on the financial position of the
Company.
^
Alternative Performance Measure
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the
sixth Annual General Meeting of Mobius Investment Trust plc will be
held at the Company's registered office address at 25 Southampton
Buildings, London WC2A 1AL on Thursday, 15 May 2025 at 12.00 noon
for the following purposes:
Ordinary Business
To consider and, if thought fit,
pass the following as Ordinary Resolutions:
1. That the Report of
the Directors and Accounts for the year ended 30 November 2024
together with the Report of the Auditors thereon be
received.
2. To receive and
approve the Directors' Remuneration Report for the year ended 30
November 2024.
3. To approve a Final
Dividend of 1.7p per ordinary share.
4. That Ms M L Cicognani
be re-elected as a Director.
5. That Mr G Schuch be
re-elected as a Director.
6. That Ms D Dyer
Bartlett be elected as a Director.
7. That Johnston
Carmichael LLP be appointed as Auditor to hold office from the
conclusion of the meeting to the conclusion of the next Annual
General Meeting at which accounts are laid.
8. That the Audit
Committee be authorised to determine the Auditor's
remuneration.
Special Business
To consider and, if thought fit,
pass the following resolutions, of which resolutions 10, 11 and 12
will be proposed as Special Resolutions.
Authority to Allot Shares
9. That, the Board of
Directors of the Company (the "Board") be and it is hereby
generally and unconditionally authorised pursuant to and in
accordance with section 551 of the Companies Act 2006 (the "Act")
to exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal
amount of £230,840 (or if changed, the number representing 20% of
the issued Ordinary share capital of the Company immediately prior
to the passing of this resolution) provided that this authority
shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2026 or 15 months from the date of
passing this resolution, whichever is the earlier, unless
previously revoked, varied or renewed by the Company in general
meeting and provided that the Company may before such expiry make
an offer or enter into an agreement which would or might require
shares to be allotted, or rights to subscribe for or to convert
securities into shares to be granted, after such expiry and the
Board may allot shares or grant such rights in pursuance of such an
offer or agreement as if the authority conferred hereby had not
expired.
Disapplication of Pre-emption Rights
10. That, subject to the
passing of resolution 9, the Board of Directors of the Company (the
"Board") be and it is hereby generally empowered pursuant to
sections 570 and 573 of the Act to allot equity securities (within
the meaning of section 560 of the Act) (including the grant of
rights to subscribe for, or to convert any securities into,
ordinary shares of 1p each in the capital of the Company ("Ordinary
Shares")) for cash pursuant to the authority conferred on them by
such Resolution 9 as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited
to:
the
allotment of equity securities up to an aggregate nominal amount of
£230,840 (or if changed, the number representing 20% of the issued
share capital of the Company immediately prior to the passing of
this resolution) and shall expire (unless previously renewed,
varied or revoked by the Company in general meeting) at the
conclusion of the Annual General Meeting of the Company to be held
in 2026 or 15 months from the date of passing this resolution,
whichever is the earlier, unless previously revoked, varied or
renewed by the Company in general meeting and provided that the
Company may before such expiry make an offer or enter into an
agreement which would or might require equity securities to be
allotted after such expiry and the Board may allot equity
securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
Authority to Repurchase Shares
11. That, the Company be and
is hereby generally and unconditionally authorised for the purposes
of section 701 of the Act to make one or more market purchases (as
defined in section 693(4) of the Act) of ordinary shares of 1p each
in the capital of the Company for cancellation or for holding in
Treasury on such terms and in such manner as the board of directors
may determine provided that:
(i) the maximum
aggregate number of Ordinary Shares which may be purchased is
17,301,508 or, if changed, the number representing 14.99% of the
issued share capital of the Company immediately prior to the
passing of this resolution;
(ii) the minimum price
which may be paid for an Ordinary Share is 1p (exclusive of
associated expenses);
(iii) the maximum price which
may be paid for an Ordinary Share (exclusive of associated
expenses) shall not be more than the higher of: (a) an amount equal
to 105% of the average of the middle market quotations for an
Ordinary Share as derived from the London Stock Exchange Daily
Official List for the five dealing days immediately preceding the
day on which the Ordinary Share is purchased; and (b) the higher of
the last independent trade and the highest current independent bid
on the London Stock Exchange for an Ordinary Share; and
(iv) unless previously
renewed, varied or revoked, this authority shall expire at the
conclusion of the Annual General Meeting of the Company to be held
in 2026 or 15 months from the date of passing this resolution,
whichever is the earlier, unless previously revoked, varied or
renewed by the Company in general meeting and provided that the
Company may before such expiry enter into a contract to purchase
Ordinary Shares which will or may be completed wholly or partly
after such expiry and a purchase of Ordinary Shares may be made
pursuant to any such contract.
General Meetings
12. That any General Meeting
of the Company (other than the Annual General Meeting of the
Company) shall be called by notice of at least 14 clear days in
accordance with the provisions of the Articles of Association of
the Company provided that the authority shall expire on the
conclusion of the next Annual General Meeting of the Company, or,
if earlier, on the expiry 15 months from the date of the passing of
this resolution.
All shareholders should look on the Company's website,
www.mobiusinvestmenttrust.com, for any
changes to the AGM arrangements and whether attendance will be
possible. In any case, all shareholders are strongly advised to
exercise their votes in advance of the meeting by proxy, by
following the voting instructions overleaf.
By
order of the Board
Frostrow Capital LLP
Company Secretary
10 March 2025
|
Registered office
25 Southampton Buildings
London
WC2A 1AL
|
Notes
1. If you
wish to attend the Annual General Meeting in person, you should
arrive at the venue for the Annual General Meeting in good time to
allow your attendance to be registered. It is advisable to have
some form of identification with you as you may be asked to provide
evidence of your identity to the Company's registrar, Computershare
Investor Services plc (the "Registrar"), prior to being admitted to
the Annual General Meeting.
2. Members
are entitled to appoint one or more proxies to exercise all or any
of their rights to attend, speak and vote at the Annual General
Meeting. A proxy need not be a member of the Company but must
attend the Annual General Meeting to represent a member. To be
validly appointed a proxy must be appointed using the procedures
set out in these notes and in the notes to the accompanying proxy
form.
If members wish their proxy to speak
on their behalf at the meeting, members will need to appoint their
own choice of proxy (not the chairman of the Annual General
Meeting) and give their instructions directly to them.
Members can only appoint more than
one proxy where each proxy is appointed to exercise rights attached
to different shares. Members cannot appoint more than one proxy to
exercise the rights attached to the same share(s). If a member
wishes to appoint more than one proxy, they should contact the
Registrar on 0370 703 6304. Lines are open between 8.30 am and 5.30
pm, Monday to Friday, the Registrars' overseas helpline number is
+44 370 703 6304.
A member may instruct their proxy to
abstain from voting on any resolution to be considered at the
meeting by marking the abstain option when appointing their proxy.
It should be noted that an abstention is not a vote in law and will
not be counted in the calculation of the proportion of votes "for"
or "against" the resolution.
The appointment of a proxy will not
prevent a member from attending the Annual General Meeting and
voting in person if he or she wishes.
A person who is not a member of the
Company but who has been nominated by a member to enjoy information
rights does not have a right to appoint any proxies under the
procedures set out in these notes and should read note 8
overleaf.
3. A proxy
form for use in connection with the Annual General Meeting is
enclosed. To be valid any proxy form or other instrument appointing
a proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be
received by post or (during normal business hours only) by hand by
the Registrar at Computershare Investor Services plc, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 48 hours
(excluding non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting.
If you do not have a proxy form and
believe that you should have one, or you require additional proxy
forms, please contact the Registrar on 0370 703 6304. Lines
are open between 8.30 am and 5.30 pm, Monday to Friday. The
Registrar's overseas helpline number is +44 370 703
6304.
4. CREST
members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the
procedures described in the CREST Manual and by logging on to the
following website: www.euroclear.com/CREST. CREST personal members
or other CREST sponsored members, and those CREST members who have
appointed (a) voting service provider(s), should refer to their
CREST sponsor or voting service provider(s) who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or
instruction made using the CREST service to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK &
Ireland Limited's specifications, and must contain the information
required for such instruction, as described in the CREST Manual.
The message, regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction given to a
previously appointed proxy, must in order to be valid, be
transmitted so as to be received by the Registrar (ID 3RA50) no
later 48 hours (excluding non-working days) before the time of the
Annual General Meeting or any adjournment of that meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Application Host) from which the Registrar is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means.
CREST members and, where applicable,
their CREST sponsors or voting service provider(s) should note that
Euroclear UK & Ireland Limited does not make available special
procedures in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed (a) voting
service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers
are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations
2001.
5. In the
case of joint holders, where more than one of the joint holders
purports to appoint one or more proxies, only the purported
appointment submitted by the most senior holder will be accepted.
Seniority is determined by the order in which the names of the
joint holders appear in the Company's register of members in
respect of the joint holding (the first named being the most
senior).
6. Any
corporation which is a member can appoint one or more corporate
representatives. Members can only appoint more than one corporate
representative where each corporate representative is appointed to
exercise rights attached to different shares. Members cannot
appoint more than one corporate representative to exercise the
rights attached to the same share(s).
7. To be
entitled to attend and vote at the Annual General Meeting (and for
the purpose of determining the votes they may cast), members must
be registered in the Company's register of members at 6.30 p.m. on
13 May 2025 (or, if the Annual General Meeting is adjourned, at
6.30 p.m. on the day two working days prior to the adjourned
meeting). Changes to the register of members after the relevant
deadline will be disregarded in determining the rights of any
person to attend and vote at the Annual General Meeting.
8. Any
person to whom this notice is sent who is a person nominated under
section 146 of the Companies Act 2006 (the "2006 Act") to enjoy
information rights (a "Nominated Person") may, under an agreement
between him/her and the member by whom he/she was nominated, have a
right to be appointed (or to have someone else appointed) as a
proxy for the Annual General Meeting. If a Nominated Person has no
such proxy appointment right or does not wish to exercise it,
he/she may, under any such agreement, have a right to give
instructions to the member as to the exercise of voting
rights.
9.
Information regarding the Annual General Meeting, including
information required by section 311A of the 2006 Act, and a copy of
this notice of Annual General Meeting is available from
www.mobiusinvestmenttrust.com.
10. Members should note
that it is possible that, pursuant to requests made by members of
the Company under section 527 of the 2006 Act, the Company may be
required to publish on a website a statement setting out any matter
relating to: (a) the audit of the Company's accounts (including the
auditor's report and the conduct of the audit) that are to be laid
before the Annual General Meeting; or (b) any circumstance
connected with an auditor of the Company ceasing to hold office
since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the 2006 Act. The
Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527 or
528 of the 2006 Act. Where the Company is required to place a
statement on a website under section 527 of the 2006 Act, it must
forward the statement to the Company's auditor not later than the
time when it makes the statement available on the website. The
business which may be dealt with at the Annual General Meeting
includes any statement that the Company has been required under
section 527 of the 2006 Act to publish on a website.
11. As at 1 March 2025
(being the latest practicable date prior to the publication of this
notice) the Company's issued share capital consisted of 115,420,336
ordinary shares carrying one vote each. Accordingly, the total
voting rights in the Company at 1 March 2025 were 115,420,336
votes.
12. Any person holding
3% or more of the total voting rights of the Company who appoints a
person other than the chairman of the Annual General Meeting as his
proxy will need to ensure that both he, and his proxy, comply with
their respective disclosure obligations under the UK Disclosure
Guidance and Transparency Rules.
13. Under section 319A
of the 2006 Act, the Company must cause to be answered any question
relating to the business being dealt with at the Annual General
Meeting put by a member attending the meeting unless answering the
question would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, or
the answer has already been given on a website in the form of an
answer to a question, or it is undesirable in the interests of the
Company or the good order of the meeting that the question be
answered.
Members who have any queries about
the Annual General Meeting should contact Frostrow Capital LLP, the
Company Secretary, at 25 Southampton Buildings, London WC2A
1AL.
Members may not use any electronic
address provided in this notice or in any related documents
(including the accompanying proxy form) to communicate with the
Company for any purpose other than those expressly
stated.
14. The following
documents will be available for inspection at the offices of
Frostrow Capital LLP, the Company's Company Secretary, 25
Southampton Buildings, London WC2A 1AL during normal business hours
on any weekday (Saturdays, Sundays and English public holidays
excepted) from the date of this notice and at the venue of the
Annual General Meeting from 11.45 a.m. on the day of the Annual
General Meeting until the conclusion of the Annual General
Meeting:
14.1 copies of the Directors'
letters of appointment; and
14.2 copies of the Directors' deeds
of indemnity.
Alternatively, the above documents
can be requested from the Company Secretary via info@frostrow.com.
15. Under section 338
and section 338A of the Companies Act 2006, members meeting the
threshold requirements in those sections have the right to require
the Company (i) to give, to members of the Company entitled to
receive notice of the meeting, notice of a resolution which may
properly be moved and is intended to be moved at the meeting;
and/or (ii) to include in the business to be dealt with at the
meeting any matter (other than a proposed resolution) which may be
properly included in the business. A resolution may properly be
moved or a matter may properly be included in the business unless
(a) (in the case of a resolution only) it would, if passed, be
ineffective (whether by reason of inconsistency with any enactment
or the Company's constitution or otherwise), (b) it is defamatory
of any person, or (c) it is frivolous or vexatious. Such a request
may be in hard copy form or in electronic form, must identify the
resolution of which notice is to be given or the matter to be
included in the business, must be authorised by the person or
persons making it, must be received by the Company not later than 2
April 2025, being the date six clear weeks before the meeting, and
(in the case of a matter to be included on the business only) must
be accompanied by a statement setting out the grounds for the
request.
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolution 1 - To receive the Report of the Directors and
Accounts
The Report of the Directors and
Accounts for the year ended 30 November 2024 will be presented to
the AGM. These accounts accompany this Notice of Meeting and
shareholders will be given an opportunity at, or in advance of, the
meeting to ask questions.
Resolution 2 - Remuneration Report
The Directors' Remuneration Report
is set out in full in the Annual Report.
Resolution 3 - To approve a Final Dividend
The rationale for the payment of a
final dividend of 1.7p per ordinary share is set out in the
Chairman's Statement and in the Business Review.
Resolutions 4 to 6 - Re-election and election of
Directors
Resolutions 4 to 6 deal with the
re-election and election respectively of Maria Luisa Cicognani,
Gyula Schuch and Diana Dyer Bartlett. Biographies of each of the
Directors can be found above.
The Board has confirmed, following a
performance review, that the Directors standing for re-election
continue to perform effectively.
Resolutions 7 and 8 - Appointment of Auditor and the
determination of its remuneration
Resolutions 7 and 8 relate to the
appointment of Johnston Carmichael LLP as the Company's independent
Auditor to hold office until the next AGM of the Company and also
authorise the Audit Committee to set the Auditor's
remuneration.
Resolutions 9 and 10 - Authority to Allot Shares and
Disapplication of Pre-emption Rights
Ordinary Resolution 9 in the Notice
of Annual General Meeting will renew the authority to allot the
unissued Ordinary share capital up to an aggregate nominal amount
of £230,840 (equivalent to 23,084,067 shares, or 20% of the
Company's existing issued Ordinary share capital on 1 March 2025,
being the nearest practicable date prior to the signing of this
Report or, if changed, the number representing 20% of the issued
Ordinary share capital of the Company immediately prior to the
passing of this resolution). Such authority will expire on the date
of the next AGM or after a period of 15 months from the date
of the passing of the resolution, whichever is earlier. This means
that the authority will have to be renewed at the next
AGM.
When shares are to be allotted for
cash, Section 551 of the Companies Act 2006 (the "Act") provides
that existing shareholders have pre-emption rights and that the new
shares must be offered first to such shareholders in proportion to
their existing holding of shares. However, shareholders can, by
special resolution, authorise the Directors to allot shares
otherwise than by a pro rata issue to existing shareholders.
Special Resolution 10 will, if passed, give the Directors power to
allot for cash equity securities up to 20% of the Company's
existing Ordinary share capital on 1 March 2025, or, if changed,
the number representing 20% of the issued Ordinary share capital of
the Company immediately prior to the passing of this resolution as
if Section 551 of the Act does not apply. This is the same nominal
amount of Ordinary share capital which the Directors are seeking
the authority to allot pursuant to Resolution 9. This authority
will also expire on the date of the next AGM or after a period of
15 months, whichever is earlier. This authority will not be used in
connection with a rights issue by the Company.
The percentage of the authority
sought in Resolutions 9 and 10 is in line with market practice. The
Board firmly believes that maximum flexibility, should conditions
allow, to raise capital without incurring the cost of preparing a
prospectus, circular and related meetings and, therefore, the
passing of Resolutions 9 and 10 is in shareholders'
interest.
The Directors intend to use the
authority given by Resolutions 9 and 10 to allot Ordinary shares
and disapply pre-emption rights only in circumstances where this
will be clearly beneficial to shareholders as a whole. The issue
proceeds would be available for investment in line with the
Company's investment policy. No issue of shares will be made which
would effectively alter the control of the Company without the
prior approval of shareholders in general meeting.
Shares will only be issued at a
premium to the Company's cum income net asset value per share at
the time of issue.
Resolution 11 - Authority to Repurchase
Shares
The Directors wish to renew the
authority to buy back Ordinary shares for cancellation or for
holding in Treasury. The principal aim of a share buy-back facility
is to enhance shareholder value by acquiring shares at a discount
to net asset value, as and when the Directors consider this to be
appropriate. The purchase of Ordinary shares, when they are trading
at a discount to net asset value per share, should result in an
increase in the net asset value per share for the remaining
shareholders. This authority, if conferred, will only be exercised
if to do so would result in an increase in the net asset value per
share for the remaining shareholders and if it is in the best
interests of shareholders generally. Any purchase of shares will be
made within guidelines established from time to time by the Board.
It is proposed to seek shareholder authority to renew this facility
for another year at the AGM.
Under the current Listing Rules, the
maximum price that may be paid on the exercise of this authority
must not exceed the higher of (i) 105% of the average of the middle
market quotations for the shares over the five business days
immediately preceding the date of purchase and (ii) the higher of
the last independent trade and the highest current independent bid
on the trading venue where the purchase is carried out. The minimum
price which may be paid is 1p per share. Shares which are purchased
under this authority may be cancelled or held in
Treasury.
Special Resolution 11 in the Notice
of AGM will renew the authority to purchase in the market a maximum
of 14.99% of the Ordinary shares in issue on 1 March 2024, being
the nearest practicable date prior to the signing of this Report,
(amounting to 17,301,508 Ordinary shares or, if changed, the number
representing 14.99% of the issued share capital of the Company
immediately prior to the passing of this resolution). Such
authority will expire on the date of the next Annual General
Meeting or after a period of 15 months from the date of passing of
the resolution, whichever is earlier.
Resolution 12 - General Meetings
Special Resolution 12 seeks
shareholder approval for the Company to hold General Meetings
(other than the AGM) on at least 14 clear days' notice. The minimum
notice for Annual General Meetings will remain at 21 clear days.
The approval for this resolution will be effective until the
Company's Annual General Meeting to be held in 2026, at which it is
intended that renewal will be sought. The Directors will only call
a general meeting on 14 days' notice where they consider it to be
in the interests of shareholders to do so and the relevant matter
is required to be dealt with expediently.
Recommendation
The Board considers that the
resolutions detailed above are in the best interests of
shareholders as a whole. Accordingly, the Board unanimously
recommends to the shareholders that they vote in favour of the
above resolutions to be proposed at the forthcoming AGM as the
Directors intend to do in respect of their own beneficial holdings
totalling 82,927 shares.
The
annual report will be posted to shareholders on or around 24 March
2025.
Further copies may be obtained from the Company Secretary:
Frostrow Capital LLP, at 25 Southampton Buildings, London WC2A
1AL.
A
copy of the Annual Report will be submitted to the National Storage
Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The
Annual Report will also be available on the Company's website
at www.mobiusinvestmenttrust.com
where up to date
information on the Company, including daily NAV, share prices and
fact sheets, can also be found.
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