Offering a unique
perspective
Annual Report 2023
AVI Global Trust plc Annual Report 2023
AVI Global Trust plc / Annual Report 2023
4
AVI Global Trust plc (AGT
or the Company) was
established in 1889. The
Company’s investment
objective is to achieve capital
growth through a focused
portfolio of investments,
particularly in companies
whose shares stand at
a discount to estimated
underlying net asset value.
Welcome to our 2023 Annual Report
NET ASSETS
£1.0 billion*
LAUNCH DATE
1 July 1889
ANNUALISED NAV TOTAL
RETURN SINCE 1985
11.5%**
EXPENSE RATIO
†#
0.86%***
AVI Global Trust plc (AGT
or the Company) was
established in 1889. The
Company’s investment
objective is to achieve capital
growth through a focused
portfolio of investments,
particularly in companies
whose shares stand at
a discount to estimated
underlying net asset value.
AVI Global Trust plc / Annual Report 2023
* As at 30 September 2023.
** Source: Morningstar, performance period 30 June 1985 to 30 September 2023,
total return net of fees, GBP. The current approach to investment was
adopted in 1985.
*** As at 30 September 2023, includes: management fee, marketing and
administration costs.
For all Alternative Performance Measures included in this Strategic Report, please
see definitions in the Glossary on pages 103 to 106.
# For a detailed discussion of the Expense Ratio, please see Key Performance
Indicators on page 12.
ISA Status
The Company’s shares are eligible for Stocks & Shares ISAs.
Retail Investors Advised by IFAs
The Company currently conducts its affairs so that its shares can be recommended
by Independent Financial Advisers (IFAs) in the UK to ordinary retail investors in
accordance with the Financial Conduct Authority rules in relation to non-mainstream
investment products and intends to continue to do so. The shares are excluded
from the Financial Conduct Authority’s restrictions which apply to non-mainstream
investment products because they are shares in an authorised investment trust.
The Company is an Alternative Investment Fund (AIF) under the European Union’s
Alternative Investment Fund Managers’ Directive (AIFMD). Its Alternative Investment
Fund Manager (AIFM) is Asset Value Investors Limited. Further disclosures required
under the AIFMD can be found on the Company’s website: www.aviglobal.co.uk.
Awards
Shareholder
Communication
Awards 2023
Winner
Best Report and Accounts
(Generalist)
Investment Trust
Awards 2023
Winner
Global Equities
Investment Company
of the Year
Awards 2023
Winner
Global
AVI Global Trust plc / Annual Report 2023
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Strategic Report
2 Company Overview
4 Company Performance
6 The Investment Manager at a Glance
8 Chairman’s Statement
12 KPIs and Principal Risks
16 Section 172 Statement
17 Stakeholders
19 Responsible Business
20 Ten Largest Equity Investments
22 Investment Portfolio
Investment Review
24 About Asset Value Investors
25 Overview of AVI’s Investment
Philosophy
26 Promoting Sustainable Attitudes
30 Investment Manager’s Report
34 Head of Research Q&A
36 Portfolio Review
51 Outlook
Governance
52 Your Board
54 Report of the Directors
Financial Statements
65 Statement of Comprehensive Income
66 Statement of Changes in Equity
67 Balance Sheet
68 Statement of Cash Flows
69 Notes to the Financial Statements
Other Reports
86 AIFMD Disclosures (Unaudited)
87 Report of the Audit Committee
90 Directors’ Remuneration Policy
92 Report on Remuneration
Implementation
94 Independent Auditor’s Report
Shareholder Information
98 Notice of Annual General Meeting
102 Shareholder Information
103 Glossary
107 Company Information
CONTENTS
SEEKING OPPORTUNITIES GLOBALLY
08.
Overview of the year
33.
Finding undiscovered value
among high-quality assets
37.
Generating signifi cant value
Portfolio companies such as Apollo Global
generated signifi cant value in FY23.
Read more on Page 37.
26.
AVI’s responsible approach
50.
Catalysts to unlock & grow value
Corporate activity at FEMSA helped to unlock
value.
Read more on Page 50.
Graham Kitchen, AGT’s new Chairman, provides
an overview for the year.
Read more on Page 8.
Through our research we discovered D’Ieteren’s
crown jewel, a 50% unlisted stake in Belron.
Read more on Page 33.
AVI takes a responsible approach and promotes
sustainable attitudes.
Read more on Page 26.
INVESTING RESPONSIBLY
UNIQUE INVESTMENTS
We maintain a corporate website containing a
wide range of information of interest to investors
and stakeholders: www.aviglobal.co.uk
AVIGlobalTrust
AVIGlobalTrust AVI-Global-Trust
@AVIGlobalTrust
Seeking opportunities globally
Strategic Report / Company Overview
OUR PURPOSE
The Company is an investment trust. Its
investment objective is to achieve capital
growth through a focused portfolio of mainly
listed investments, particularly in companies
whose shares stand at a discount to estimated
underlying net asset value.
OUR BUSINESS MODEL
Strategy
The Company’s strategy is to seek out-of-favour companies whose
assets are misunderstood by the market or under-researched, and
which trade signifi cantly below the estimated value of the underlying
assets . A core part of this strategy is active engagement with
management, in order to provide suggestions that could help
narrow the discount and improve operations, thus unlocking value
for shareholders.
Asset-backed
Special
Situations
Closed-ended
Funds
Holding
Companies
Discounts to
underlying
value
Opportunity for
active
engagement
High-quality
assets with
strong growth
potential
Investment approach
The Company’s assets are managed by Asset Value Investors Limited
(AVI, or the Investment Manager). AVI aims to deliver superior returns
and specialises in fi nding companies that, for a number of reasons,
may be selling on anomalous valuations.
The Investment Manager has the fl exibility to invest around the world
and is not constrained by any fi xed geographic or sector weightings.
There is no income target and no more than 10% of the Company’s
investments may be in unlisted securities. Over the past fi ve years,
there has been an average of 45 stocks held in the AGT portfolio.
Read more about the Portfolio on pages 22 and 23 of the
Annual Report
Our underlying investments provide
global exposure:
KEY PERFORMANCE INDICATORS (KPIs)
The Company uses KPIs as an effective
measurement of the development, performance
or position of the Company’s business, in order to
set and measure performance reliably. These are
net asset value total return, discount to net asset
value and the expense ratio.
OUR INVESTMENTS
3%
6%
29%
Read more about our KPIs and Principal Risks on page 12 to 15 of the
Annual Report
AVI Global Trust plc / Annual Report 2023
02
Global Exposure
2023
%
#
2022
%
#
United Kingdom 3 2
North America 29 28
Europe 33 35
Asia 10 10
Japan 18 20
Latin America, Africa &
Emerging Europe 6 5
Oceania 1
#
Based on location of companies’ underlying
assets, rather than country of listing.
OTHER KEY STATISTICS
NET ASSET VALUE PER SHARE*
226.77p**(2022: 199.76p**)
NUMBER OF INVESTMENTS
44 (2022: 46)
TOP TEN INVESTMENTS
60.7% (2022: 54.6%)
ESTIMATED PERCENTAGE
ADDED TO NET ASSET VALUE
PER SHARE FROM BUYBACKS*
0.6% (2022: 0.4%)
* For defi nitions, see Glossary on pages
103 to 106.
** Net asset value per share with debt at fair value.
Of net assets.
DISCOUNT*
10.9%
2023 discount low
2023 discount high 12.9%
NAV TOTAL RETURNS TO
30 SEPTEMBER 2023*
+15.3%
10 Years +149.3%
3 Years
EXPENSE RATIO*
0.86%
2022 0.88%
2023 0.86%
18%
10%
1%
33%
@AVIglobaltrust / What is AVI Global Trust?
+45.6%
7.0%
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AVI Global Trust plc / Annual Report 2023
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– Net asset value (NAV) per share total return was +15.3%
Final ordinary dividend of 2.3p, and total dividend increased to 3.7p, which includes a special
dividend of 0.2p
– Share price total return of +14.8%
Strategic Report / Company Performance
Financial Highlights
PERFORMANCE SUMMARY
30 September 2023 30 September 2022
Net asset value per share (total return) for the year
1
*
+15.3% -7.3%
Share price total return for the year* +14.8% -10.8%
Comparator Benchmarks
MSCI All Country World Index (£ adjusted total return
)
MSCI All Country World ex-US Index (£ adjusted total return
)
+10.5%
+10.1%
-4.2%
-9.6%
Discount*
Share Price Discount (difference between share price
and net asset value)
2
*
Share price discount:
High
Low
10.9%
12.9%
7.0%
10.4%
14.1%
4.8%
Year to 30 September 2023 Year to 30 September 2022
Earnings and Dividends
Investment income
Revenue earnings per share*
Capital earnings per share*
Total earnings per share
Ordinary dividends per share
Special dividends per share
£24.45m
4.19p
23.83p
28.02p
3.50p
0.20p
£23.10m
3.24p
(25.30)p
(22.06)p
3.30p
Expense Ratio*
Management, marketing and other expenses
(as a percentage of average shareholders’ funds) 0.86% 0.88%
2023 Year’s Highs/Lows
Net asset value per share*
Net asset value per share (debt at fair value)*
Share price* (mid market)
High
225.53p
227.99p
205.50p
Low
195.03p
197.80p
174.60p
Buybacks
During the year, the Company purchased and
cancelled 29,277,886 Ordinary Shares (2022:
19,115,057 purchased).
1
As per guidelines issued by the AIC, performance
is calculated using net asset values per share
inclusive of accrued income and debt marked to
fair value.
2
As per guidelines issued by the AIC, the discount
is calculated using the net asset value per share
inclusive of accrued income and debt marked
to fair value.
The Company uses the net version of the two
indices, which accounts for withholding taxes
incurred. If the gross version of the Index had
been used, the comparative figures for the years
ending 30 September 2023 and 30 September
2022 would have been 11.0% and 10.7%,
respectively.
* Alternative Performance Measures
For all Alternative Performance Measures included
in this Strategic Report, please see definitions in
the Glossary on pages 103 to 106.
AVI Global Trust plc / Annual Report 2023
04
Year ended 30 September 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014
Revenue profit for the year £’000* 20,041 16,302 14,289 10,134 21,169 16,933 12,603 18,747 16,268 13,827
Revenue earnings per share (p)
4.19 3.24 2.74 1.87 3.82 2.97 2.09 2.86 2.35 1.86
Ordinary dividends per share (p)
3.50 3.30 3.30 3.30 3.30 2.60 2.40 2.34 2.34 2.10
Special dividend per share (p)
0.20 – – – – – 0.56 – –
Net assets £’000 1,031,018 969,508 1,133,222 883,605 938,941 941,680 903,229 843,973 697,542 826,984
Basic net asset value per share (p)
223.08 197.27 221.95 167.43 170.52 168.39 155.52 134.10 103.91 115.18
* The profits for 2011 to 2014 are Group returns and earnings, those for 2015 to 2023 are the Company returns and earnings. These are comparable on a like-for-like basis.
The figures for 2011 to 2021 have been restated for the share split, which took effect on 17 January 2022, when each existing 10p share was replaced by five new 2p
shares, to be comparable on a like-for-like basis.
Historical record
The Company’s net asset value compared to the MSCI All Country World (£ adjusted total return)*
AVI Global Trust plc
MSCI All Country World Index (£ adjusted total return)
Sept 23Sept 17 Sept 19 Sept 21Sept 15Sept 13Sept 11
Sept 09
Sept 07Sept 05Sept 03
Sept 01Sept 99Sept 97Sept 95Sept 93Sept 91Sept 89Sept 87
Sept 85
7,000
6,000
5,000
4,000
3,000
2,000
1,000
100
* The current approach to investment was adopted in 1985.
AVI Global Trust plc / Annual Report 2023
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What does AVI invest in?
AVI follows a unique strategy of investing in quality assets typically held through structures that
tend to attract discounts; these types of companies are:
Holding Companies
Closed-ended Funds
Asset-backed Special Situations
Portfolio breakdown by AVI classification*
Strategic Report / The Investment Manager at a Glance
INVESTMENT PHILOSOPHY
The investment philosophy
employed by Asset Value
Investors, the manager of
AVI Global Trust, strives to
identify durable businesses
that are growing in value,
trading at discounted
valuations, with catalysts
to unlock and grow value.
1.
Investing in companies
trading at a discount
to their net asset value
2.
Identifying good-quality
underlying assets with
appreciation potential
at compelling values
3.
Focusing on bottom-up
stock picking
4.
Looking for catalysts
to narrow discounts
5.
Focusing on balance
sheet strength
HOW WE INVEST
AVI aims to achieve long-term capital growth by investing
in a diversified portfolio of companies whose shares are
trading at a discount to their estimated net asset value.
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58 47
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25 32
Asset-backed Special Situations
17 21
Source / AVI as at 30 September 2023
* Please refer to page 25 for more information about these
classifications.
Read more about our investment philosophy
on page 25 of the Annual Report
AVI Global Trust plc / Annual Report 2023
06
OUR CORE VALUES
Unique
A unique portfolio investing in holding
companies, closed-ended funds and asset-
backed special situations unlikely to be
found in other funds.
Diversifi ed
A select portfolio of 44 stocks, but with
broad diversifi cation of sectors and
companies as a result of the holding
structures which give exposure to multiple
underlying companies.
Engaged
Seeking out good quality, misunderstood
companies and engaging to improve
shareholder value.
Active
Finding complex, ineffi cient and overlooked
investment opportunities.
Global
Bottom-up stock picking , seeking the best
investment opportunities across the globe.
HOW WE MANAGE PORTFOLIO RISK
AVIs value investment process strives to identify and mitigate
downside risks in all market environments.
AVI’s risk management approach uses a variety of qualitative and quantitative processes.
This includes bottom-up research to establish a company’s fundamental value. The portfolio
holdings are monitored on an ongoing basis, and AVI’s in-house order management system
contains an automatic alert system which alerts the Investment Manager to any breaches of
built-in risk parameters.
The investment management team holds regular meetings discussing the portfolio,
with a view to reassess, sell or buy securities, and to discuss current cash position, as well
as sector and geographic weighting.
Reassessment
of positions
Daily monitoring
of positions
Monthly investment
meetings
Stock-specifi c Risk
Business risk
Balance sheet risk
Shareholder analysis
Regular meetings with management
Portfolio/Market Risk
Currency risk
Geographical concentration risk
Sector concentration risk
Stock concentration risk
Liquidity risk
Political risk
AVI’S SUSTAINABLE APPROACH
AVI believes that the integration of ESG and sustainability
considerations into our investment strategy is not only integral
to comprehensively understanding each investment’s ability
to create long-term value but is aligned with our values as
responsible investors.
Aligned with the PRI
AVI is aligned with the UN-supported
Principles for Responsible Investment
(PRI)’s belief that an economically effi cient,
sustainable global fi nancial system is a
necessity for long-term value creation. Such
a system will reward long-term responsible
investment, and benefi t the environment and
society as a whole. AVI became a signatory
to the PRI on 9 April 2021.
Active Ownership
AVI’s ESG monitoring system helps to identify
weaknesses in a company and empowers
us to engage effectively where appropriate.
Through constructive engagement, we
encourage and expect investee companies
to take meaningful action in remedying
weaknesses in the context of long-term
value creation.
Website / Aker ASA: planning now for a greener, cleaner energy future
Please visit our website for more information
on our values and mission:
www.aviglobal.co.uk
AVI Global Trust plc / Annual Report 2023
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It is pleasing to report
a NAV total return of
15.3%, which was both
a strong absolute return
and notably higher than
our benchmark index...
We look forward to the
future with optimism
and continue to believe
that, over the long term,
AVI will deliver attractive
returns to AGT’s
shareholders.
Graham Kitchen
Chairman
Strategic Report / Chairman’s Statement
AVI Global Trust plc / Annual Report 2023
08
Overview of the year
Having emerged from restrictions intended to
minimise the effects of the Covid-19 pandemic in
2022, the world entered a period of heightened
geopolitical tensions. The two combined led to
higher levels of inflation and, as a result, interest
rates not seen for over a decade, albeit arguably
more “normal”. Central bankers continue to try
to walk a fine line in attempts to control inflation
while not raising interest rates to a level which
stifles economic growth. As our Investment
Manager mentions in their report, the developed
world in particular has been forced to move on
from a period when the cost of capital was kept
artificially low.
I said at the half-year stage that our Investment
Manager was seeing a range of investment
opportunities and over the year many of those
opportunities bore fruit. Against a difficult
economic and political background, it is pleasing
to report a NAV total return
1
of 15.3%, which
was both a strong absolute return and notably
higher than our benchmark index.
Comparator benchmark index
There is no benchmark index which closely
matches our Investment Manager’s approach
and investment philosophy. Nevertheless, we
are aware that some (but by no means all)
shareholders measure returns compared with an
index. For the past several years our benchmark
has been the MSCI AC World ex-US Index,
reflecting the fact that when we adopted that
benchmark AGT had no direct exposure to
the USA and relatively little indirect exposure.
Over the last few years our exposure to the
USA, especially considering our underlying
exposure, has increased. How we measure
AVI’s performance has been a regular subject
of discussion by the Board and we have now
concluded that the MSCI AC World Index
(that is, the version of the index including the
USA) is the most appropriate comparator
benchmark.
In making this change, it is important for
shareholders to recognise that we are still
unlikely, nor is the investment manager targeting,
to have similar weightings in the Company’s
portfolio to those in the index and that this
change of benchmark will not affect in any way
the approach to investing or the investments in
the portfolio. I set out below our performance
versus the new and previous comparator
benchmarks. We will continue to report
performance against both for historic reference.
Having taken the considered decision to make
this benchmark change, we expect this to remain
our benchmark going forward.
Total return (£) 1 year 5 years
AVI Global Trust NAV +15.3% +48.7%
MSCI AC World Index +10.5% +41.1%
MSCI AC World ex-US Index +10.1% +21.3%
Revenue and dividend
Revenue earnings for the year under review were
4.19 pence per share. At the half year stage we
paid an interim dividend of 1.2 pence per share,
which was the same as last year. The proposed
final dividend is 2.3 pence per share. This year’s
income includes elements of revenue that the
Directors consider to be one off and we have
therefore decided to pay a special dividend of
0.2 pence per share. The one off increase in
revenue includes refunds of previously charged
taxes and interest on cash. The total ordinary
dividend for the year will therefore be 3.5 pence
per share, an increase of 6% compared with the
previous year’s total of 3.3 pence and the total
including the special dividend will be 3.7 pence.
The Board recognises that a dividend which is
steady and able to rise over time is attractive to
many shareholders but, as we have consistently
said, the portfolio is managed primarily for capital
growth.
Dividend track-record (£)*
Special dividendsOrdinary dividends
0
1.0
2.0
3.0
4.0
0.5
1.5
2.5
3.5
1996
1995
1994
1993
1992
1991
1990
1989
1988
1987
1986
1985
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2023
2022
2021
Proposed special dividend for FY23Proposed ordinary dividend for FY23
* Restated for Share Split.
1
See Glossary.
AVI Global Trust plc / Annual Report 2023
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Gearing
On 25 July 2023, we completed an agreement
to issue Japanese Yen (JPY) 4.5bn fixed rate
unsecured debt, for a term of ten years. The
annual interest rate on the debt is 1.44%. The
debt is denominated in JPY and was equivalent
to approximately £25m when issued. In recent
years the Company has issued several tranches
of debt at attractive interest rates and our
Investment Manager uses gearing flexibly
to take advantage of investment opportunities.
As well as providing funding at an attractive rate
of interest, borrowing in Japanese Yen provides
a natural hedge against exposure to the
currency, as the borrowing offsets some of the
exposure to JPY in the portfolio.
As at 30 September 2023 net gearing, with debt
at fair value, was 7.4%.
Share price rating and marketing
AGT has a substantial marketing budget and
the Board works closely with AVI as it seeks to
generate demand for the shares. Each month
AVI produces an informative fact sheet which is
available on our website and I encourage you
to register on the site to receive these when
they are published. AVI is also active in the
media – both traditional and increasingly social
media – as we seek to promote our investment
proposition to a growing investor base. We were
pleased that our team’s efforts were rewarded
with the accolade of “Best Report and Accounts”
in its category in the AIC’s annual shareholder
communications awards in September 2023.
Our shares traded at a persistent discount
which, at the end of September 2023, stood
at 10.9%. We continue to use share buybacks
when the discount is unnaturally wide and when
the Board believes that buying back shares is
in the best interests of shareholders. This is
also an approach that our Investment Manager
encourages for many of our investee companies.
At times when the market was volatile this has
meant buying back shares on most days and,
during the 12 months under review, 29 million
shares were bought back, representing 6% of
the shares in issue as at the start of the period.
As well as benefiting shareholders by limiting
the discount at which they could sell shares if
they so wish, buying back shares at a discount
also produced an uplift in value to the benefit of
continuing shareholders, by approximately 0.6%.
Despite the impact of our share buybacks and
the excellent investment performance by your
Company we are caught by the unintended
consequences on the investment trust industry
of recent regulatory pronouncements relating
to Consumer Duty. You will no doubt have read
in the press that a number of online investment
platforms are assessing the cost of investing in
companies such as ours by seeking to include
the underlying charges of any funds held in our
portfolio of investments in their assessment
of the costs of investing in your Company.
This in our view is a misleading approach as
we believe that the costs included within our
underlying investments are already factored
into the assessment of the fair value of those
investments. The performance of the underlying
assets is then fairly reflected in the performance
of your Company which is shown net of costs
within the control of your Board (i.e., the expense
ratio which we set out under Key Performance
Indicators on page 12). Your Board and AVI are
actively involved in discussions with the Treasury,
the regulators and the AIC to ensure that
investment trusts are considered on an equal
basis to other forms of investments and so that
investors are able to make a fair and balanced
decision in deciding on which type of investment
to make. It would also seem completely illogical
that the interpretation of the new Consumer Duty
regulations and the assessment of value should
lead to a restriction in investors ability to invest in
some investment trusts.
The Board
My predecessor Susan Noble retired at the
Annual General Meeting in December 2022 and
this is my first annual report as Chairman. The
Company thrived under Susan’s leadership and
the Board would like to record our thanks to her.
We have enjoyed working with her and wish her
well in her future endeavours.
Following Susan’s retirement, June Jessop was
appointed as a non-executive Director with effect
from 1 January 2023. June was previously Senior
Business Manager at Stewart Investors and a
member of the EMEA Management Committee
of First Sentier Investors (of which Stewart
Investors is a sub-brand). June has spent her
entire career in financial services, gaining broad
experience in portfolio management, client
relationship, business development and, latterly,
general management roles. She has been an
investment manager for institutions, charities
and private clients, including managing assets of
an investment trust and investing in closed-end
funds on behalf of clients. My colleagues and I
are delighted to welcome June to the Board. She
brings a wealth of experience in both managing
assets and in the management of investment
businesses. Her skills complement those of the
other Board members and we look forward to
working with her.
Strategic Report / Chairman’s Statement continued
GENERATING SIGNIFICANT
SHAREHOLDER VALUE
Through equity market
cycles, AGT has encountered
many challenges and risen
above them each time,
generating significant
shareholder value along the
way.
Why should I include AVI Global
Trust into my portfolio?
Unconstrained
AGT’s index agnostic approach allows for
investments to be made in areas of the
market that are often overlooked by other
funds, typically due to their unconventional
structures, size, or liquidity. These areas can
include listed family holding companies and
listed private equity, which over time have
been shown to deliver excess returns.
Unique & Diversified
AVI’s unique approach of investing in
holding companies, closed-ended funds
and asset-backed special situations
differentiates us from other funds, with
portfolio holdings unlikely to be found
elsewhere. Through these unconventional
structures, AGT gains exposure to multiple
underlying companies, providing both
sector and geographic diversification
benefits.
Track Record of Outperformance
Through an unconstrained and unique
investment philosophy, AGT has been able
to outperform its comparator benchmark
over the long run. Since 1985, AGT’s
average annual performance has been
+11.5% vs +9.1% for the comparator
benchmark*.
Dividend Payments
Over the past ten years, the ordinary
dividends paid by AGT to shareholders have
grown by +74%. The level of income may
vary and AGT has occasionally paid special
dividends, as it is proposing this year.
* Official comparator benchmark is the MSCI
ACWI (£).
Read more about our history on our
website: www.assetvalueinvestors.com/
agt/about-the-trust/history/
AVIGlobalTrust
AVIGlobalTrust AVI-Global-Trust
@AVIGlobalTrust
AVI Global Trust plc / Annual Report 2023
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Annual General Meeting
I am pleased to be able to invite all shareholders
to attend our AGM at 11 Cavendish Square
on Wednesday 20 December 2023. We do
recognise that some shareholders may be
unable to attend the AGM, and if you have
any questions about the Annual Report, the
investment portfolio or any other matter relevant
to the Company, please write to us either via
email at agm@aviglobal.co.uk or by post to
The Company Secretary, AVI Global Trust PLC,
6th Floor, 65 Gresham Street, London,
EC2V 7NQ.
If you are unable to attend the AGM, I urge you
to submit your proxy votes in good time for the
meeting, following the instructions enclosed
with the proxy form. If you vote against any of
the resolutions, we would be interested to hear
from you so that we can understand the reasons
behind any objections.
Outlook
The geopolitical and economic environment are
undoubtedly challenging and the world is likely
to be unstable for some time. This provides
excellent investment opportunities and in their
report AVI speak of valuations last seen at the
time of the global financial crisis. While progress
is unlikely to be straightforward, given the
resources at our Investment Manager’s disposal
and the opportunities that they perceive, we look
forward to the future with optimism and continue
to believe that, over the long term, AVI will deliver
attractive returns to AGT’s shareholders.
Graham Kitchen
Chairman
9 November 2023
AVI Global Trust plc / Annual Report 2023
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PRINCIPAL AND EMERGING RISKS
When considering the total return of the investments, the Board must
also take account of the risk which has been taken in order to achieve
that return.
There are many ways of measuring investment risk, and the Board takes
the view that understanding and managing risk is much more important
than setting any numerical target.
In running an investment trust we face different types of risk and some
are more acceptable than others. The Board believes that shareholders
should understand that, by investing in a portfolio of equity investments
invested internationally and with some gearing, they accept that there may
be some loss in value, particularly in the short term. That loss in value may
come from market movements and/or from movements in the value of
the particular investments in our portfolio. We aim to keep the risk of loss
under this particular heading within sensible limits, as described below. On
the contrary, we have no tolerance for the risk of loss due to, for example,
theft or fraud.
The Board looks at risk from many different angles, an overview of which
is set out on the following pages. The Directors carry out regular reviews
of the emerging and principal risks facing the Company, including those
that would threaten its business model, future performance, solvency or
liquidity. The Board confirms that a robust assessment of these risks has
been carried out during the year under review. The approach to monitoring
and controlling risk is not rigid. The Board aims to think not only about the
risks that it is aware of and has documented, but also of emerging and
evolving risks.
* For definitions, see Glossary on pages 103 to 106.
KEY PERFORMANCE INDICATORS
The Company’s Board of Directors meets regularly and at each meeting
reviews performance against a number of key measures.
In selecting these measures, the Directors considered the key objectives
and expectations of typical investors in an investment trust such as the
Company.
NAV total return*
The Directors regard the Company’s NAV total return as being the overall
measure of value delivered to shareholders over the long term. Total
return reflects both the net asset value growth of the Company and also
dividends paid to shareholders. The Investment Manager’s investment style
is such that performance may deviate materially from that of any broadly-
based equity index. The Board considers the most useful comparator
to be the MSCI All Country World Index. Over the year under review, the
benchmark increased by +10.5% on a total return basis and over ten years
it has increased by +10.6% on an annualised total return basis.
A full description of performance and the investment portfolio is contained
in the Investment Review, commencing on page 24.
Discount*
The Board believes that an important driver of an investment trust’s
discount or premium over the long term is investment performance.
However, there can be volatility in the discount or premium. Therefore,
the Board seeks shareholder approval each year to buy back and issue
shares, with a view to limiting the volatility of the share price discount or
premium.
During the year under review, no shares were issued and 29.3m shares
were bought back, adding an estimated 0.6% to net asset value per share
to the benefit of continuing shareholders. The shares were bought back at
a weightedaverage discount of 10.3%.
Expense ratio*
The Board continues to be conscious of expenses and aims tomaintain a
sensible balance between good service and costs.
In reviewing charges, the Board’s Management Engagement Committee
reviews in detail each year the costs incurred and ongoing commercial
arrangements with each of the Company’s key suppliers. The majority of
the expense ratio is the cost of the fees paid to the Investment Manager.
This fee is reviewed annually.
For the year ended 30 September 2023, the expense ratio was 0.86%,
down slightly from the previous year. These running costs in monetary
terms amounted to £8.7m in 2023 (£9.6m 2022).
The Board notes that the UK investment management industry uses
various metrics to analyse the ratios of expenses to assets. In analysing
the Company’s performance, the Board considers an Expense Ratio
which compares the Company’s own running costs with its assets. In this
analysis the costs of servicing debt and certain non-recurring costs are
excluded. These are accounted for in NAV total return and so form part
of that KPI. Further, in calculating a KPI the Board does not consider it
relevant to consider the management fees of any investment company
which the Company invests in, as the Company is not a fund of funds
and to include management costs of some investee companies but not
of others may create a perverse incentive for the Investment Manager to
favour those companies which do not have explicit management fees.
The Board has therefore chosen not to quote an Ongoing Charges Ratio
per the AIC’s guidance as part of its KPIs but has disclosed an Ongoing
Charges Ratio – Glossary on pages 103 to 106.
Strategic Report / KPIs and Principal Risks
NAV TOTAL RETURN*
+15.3%
10 Years (Annualised) +9.6%
1 year +15.3%
DISCOUNT, YEAR-END*
10.9%
2022 10.4%
2023 10.9%
EXPENSE RATIO* (YEAR ENDED 30 SEPTEMBER)
0.86%
2022 0.88%
2023 0.86%
Key Performance Indicators
AVI Global Trust plc / Annual Report 2023
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The Board believes that managing risk is the task of everyone involved
in the management of the Company: the Board, the Investment Manager,
the Administrators and other service providers all have a role in thinking
about risk, challenging perceptions and being alert to emerging risks. The
objective of these assessments is not to be prescriptive, but to understand
levels of risk and how they have changed over time. The purpose of this
focus is to ensure that the returns earned are commensurate with the risks
assumed.
The Board has assessed the risks which the Company faces under a
number of headings. Pressure on the discount, a previously identified
principal risk, increased during the year. This was partly due to heightened
geopolitical and macroeconomic risk. In addition, the effects of
interpretations of the new UK Consumer Duty regulations, as discussed in
the Chairman’s Statement, emerged as a further source of pressure on the
discount. Shortly after the financial year-end, the attack by Hamas on Israel
presented a further source of geopolitical risk, increasing our assessed level
of risk under this heading. A summary of the key risks and mitigating actions
is set out in the table on the following pages. Shareholders should be aware
that no assessment of this nature can be guaranteed to predict all possible
risks; the objective is to assess the risks and determine mitigating actions.
Principal and Emerging
Risks Risk Tolerance and Mitigating Actions Movement
Loss of value – portfolio
performance
The market or the Company’s
portfolio could suffer a prolonged
downturn in performance.
There will be periods when the
investment strategy underperforms in
comparison to its benchmark and its
peer group, and when it results in a
decline in value.
The Board accepts that there is a risk of loss of value by investing in listed equities,
particularly in the short term. The Board monitors performance at each Board meeting,
and reviews the investment process thoroughly at least annually.
The Investment Manager has a clear investment strategy, as set out in the Investment
Review. Conventional wisdom holds that the most effective way of reducing risk
is to hold a diversified portfolio of assets. The Company typically holds 25-35
core positions. It is important to note that, in line with its investment objective, the
Company’s holdings are mostly in stocks which are themselves owners of multiple
underlying businesses. Thus, the portfolio is more diversified on a look-through basis
than if it were invested in companies with a single line of business. This diversification
is evident at country, sector and currency levels. A key element of the Investment
Manager’s approach is to consider the way in which the portfolio is balanced and to
ensure that it does not become overly dependent on one business area, country or
investment theme.
The Company, through the Investment Manager’s compliance function and the
Administrator’s independent checks, has a robust system for ensuring compliance
with the investment mandate.
Geopolitical and macroeconomic
The net asset value will be affected by
general market conditions which in turn
can be affected by extraneous events
such as the Russian invasion of Ukraine
in 2022, macroeconomic uncertainty,
US-China trade disputes, and the
continued impact of Brexit. In particular,
the Russian invasion of Ukraine has
heightened the previously identified risk
of higher levels of inflation and interest
rate hikes, with its impact particularly felt
across Western Europe and the US.
Shortly after the financial year-end
the attack by Hamas on Israel further
heightened the level of geopolitical risk,
which could in turn affect inflation and
global trade.
The Directors’ assessment under this
heading was already classified as
high following the Russian invasion of
Ukraine but the level of risk has further
increased.
The Russian invasion of Ukraine has had a global impact, catalysing both increased
levels of inflation and heightened turbulence in asset values. The conflict between
Israel and Hamas along with increased tension between nations in various places has
made the world a more unsettled place. Developed economies now face the risk of
entrenched inflation, or a potential recession due to high interest rates intended to
combat it. Further geopolitical tension is likely to affect global trade. The knock-on
impact of all of these factors is likely to create environments which have not been
experienced in developed economies for many years. Given that markets do not
operate in a vacuum, this would in turn affect asset valuations.
The Investment Manager carries out thorough, regular and detailed analyses of
investee companies, and takes full account of the likely effects of the macroeconomic
environment and the ongoing conflict in Ukraine when reviewing the investment
portfolio and potential investments. The Company has no investments in Russia,
Ukraine, Palestine or Israel. While the valuation of the portfolio is likely to be affected
by general market movements, the underlying assets are well diversified by geography
and type of company.
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Strategic Report / KPIs and Principal Risks continued
Principal and Emerging
Risks Risk Tolerance and Mitigating Actions Movement
Gearing
While potentially enhancing returns
over the long term, the use of gearing
makes investment returns more
volatile and exacerbates the effect
of any fall in portfolio value.
There are covenants attached to
the Loan Notes and bank debt; in
extreme market conditions, these
could be breached and require
early repayment, which could be
expensive.
The Board decided to take on borrowing because it believes that the Investment
Manager will produce investment returns which are higher than the cost of debt over
the medium to long term and, therefore, that shareholders will benefit from gearing.
In taking on debt, we recognise that higher levels of gearing produce higher risk.
While gearing should enhance investment performance over the long term, it will
exacerbate any decline in asset value in the short term. It is possible (but, on the
basis of past returns, it is considered unlikely) that the investment returns will not
match the borrowing cost over time, and therefore the gearing will be dilutive. The
Board manages this risk by setting the Company’s gearing at a prudent level, and the
covenants are set at levels with substantial headroom.
In common with other investment trusts, we also mark the value of debt to its
estimated fair value for the purposes of measuring investment performance as part of
the Key Performance Indicators*, which makes the value ascribed to the debt subject
to changes in interest rates and so makes our published NAV per share more volatile
than would otherwise be the case. However, if we continue with the debt to maturity,
it will be repaid at its par value, notwithstanding any changes in fair value over its
life. The values of loans denominated in currencies other than Sterling will fluctuate
with currency movements and, if the exchange rate of those currencies relative to
Sterling increases, then in isolation this will have the effect of reducing NAV per share.
However, we have certain assets denominated in the same overseas currencies as
these tranches of debt, which would increase in value in Sterling terms if the exchange
rates increase, enabling us to offset the debt position by creating a natural hedge.
Foreign exchange
The portfolio has investments in a
number of countries, and there is a risk
that the value of local currencies may
decline in value relative to Sterling.
Foreign exchange risk is an integral part of a portfolio which is invested across a range
of currencies. This risk is managed by the Investment Manager mainly by way of
portfolio diversification, but the Investment Manager may, with Board approval, hedge
currency risk.
The Company did not engage in any currency hedging during the year under review
and has not done so in recent years. However, as described above, borrowing in
foreign currencies provides a natural hedge against currency risk in situations where
the Company holds investments denominated in the borrowed currency. As at 30
September 2023, the Company had €50m (£43m) of borrowing and investments
denominated in Euros whose value exceeded that of this borrowing. Furthermore,
the Company had JPY12.5bn (£68m) of borrowing and investments denominated in
Japanese Yen whose value exceeded that of this borrowing. In addition the Company
had a loan of £30m, the primary currency of the Company, and holds investments
denominated in GBP of a greater value.
Liquidity of investments
While the investment portfolio is made
up predominantly of liquid investments,
there is a possibility that individual
investments may prove difficult to
sell at short notice.
The Investment Manager takes account of liquidity when making investments and
monitors the liquidity of holdings as part of its continuing management of the portfolio.
The liquidity and concentration of AVI’s holdings across all of its managed portfolios
are monitored and reported at regular Board meetings.
It is important to note that the potential for the return of capital from investee
companies by means of special dividends and the partial or full redemption of shares
is a key element of the Investment Manager’s strategy, and so trading on a stock
exchange is not the only source of liquidity in the portfolio.
Key staff
Management of the Company’s
investment portfolio and other support
functions rely on a small number of
key staff.
The Investment Manager and key suppliers have staff retention policies and
contingency plans. The Board’s Management Engagement Committee reviews all
of its key suppliers at least once per year.
* The value of long debt is marked to its fair value for the purpose of measuring investment performance but, as required by the relevant accounting standards, all debt
is recognised on the balance sheet at amortised cost.
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Principal and Emerging
Risks Risk Tolerance and Mitigating Actions Movement
Discount rating
The shares of investment trusts
frequently trade at a discount to their
published net asset value. The value of
the Company’s shares will be subject to
the interaction of supply and demand,
prevailing net asset values and the
general perceptions of investors. The
share price will accordingly be subject
to unpredictable fluctuations, and the
Company cannot guarantee that the
share price will appreciate in value.
The Company may become unattractive
to investors, leading to pressure on
the share price and discount. This may
be due to any of a variety of factors,
including investment performance or
regulatory change.
Any company’s share price is affected by supply and demand for its shares and
fluctuations in share price are a risk inherent in investing in the Company. In seeking to
mitigate the discount, the Board looks at both supply and demand for the Company’s
shares.
The Board seeks to manage the risk of any widening of the discount by regularly
reviewing the level of discount at which the Company’s shares trade. If necessary
and appropriate, the Board may seek to limit any significant widening through
measured buybacks of shares. During the year under review, in common with most
of the investment trust sector, the Company’s shares traded at a persistent discount
and the frequency of share buybacks and the total number of shares bought was
increased to mitigate the pressure on the share price rating.
The Investment Manager has a comprehensive marketing, investor relations and public
relations programme which seeks to inform both existing and potential investors of
the attractions of the Company and the investment approach. We have a marketing
budget to meet third-party costs in marketing our shares.
Outsourcing
The Company outsources all of its key
functions to third parties, in particular
the Investment Manager, and any
control failures or gaps in the systems
and services provided by third parties
could result in a financial loss or damage
to the Company.
The Board insists that all of its suppliers (and, in particular, the Investment Manager,
the Custodian, the Depositary, the Company Secretary, the Administrator and the
Registrar) have effective control systems which are regularly reviewed.
The Board assesses thoroughly the risks inherent in any change of supplier, including
the internal controls of any new supplier.
ESG
There is increasing focus on investment
companies’ role in influencing investee
companies’ approach to climate change
and broader ESG issues.
The Board maintains a strategic overview of the portfolio, including ESG criteria.
Management of the portfolio, including the integration of ESG considerations into
portfolio construction, is delegated to AVI, the Investment Manager. As a responsible
steward of assets, AVI fully supports policies and actions implemented by its portfolio
companies to support a sustainable environment. AVI engages actively with its
portfolio companies, and looks to understand how each company approaches
stewardship of the environment, as well as seeking to identify any unacceptable
practices that are detrimental to the environment or climate.
The principal financial risks are examined in more detail in note 15 to the financial statements on pages 79 to 84.
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Section 172 of the Companies Act 2006 (Companies Act)
states that: A Director of a company must act in the way he
considers, in good faith, would be most likely to promote the
success of the company for the benefit of its members as a
whole, and in doing so have regard (amongst other matters)
to the following six items.
Further, the Companies (Miscellaneous
Reporting) Regulations 2018 require Directors
to explain how they have discharged their duties
under section 172(1) of the Companies Act 2006
in promoting the success of their companies
for the benefit of “members as a whole”.
The Board’s approach is described under
“Stakeholders” on the next page.
Culture and Values
The Directors’ overarching duty is to promote
the success of the Company for the benefit
of investors, with due consideration of other
stakeholders’ interests. The Company’s
approach to investment is explained in the
Investment Manager’s Review. The Directors
aim to achieve a supportive business culture
combined with constructive challenge and
to provide a regular flow of information to
shareholders and other stakeholders.
The Company has a number of policies and
procedures in place to assist with maintaining
a culture of good governance, including
those relating to diversity, bribery (including
the acceptance of gifts and hospitality), tax
evasion, conflicts of interest, and dealings in
the Company’s shares. The Board assesses
and monitors compliance with these policies
regularly through Board meetings and the annual
evaluation process. The Board seeks to appoint
the most appropriate service providers for the
Company’s needs and evaluates the services
on a regular basis. The Board considers the
culture of the Investment Manager and other
service providers through regular reporting and
by receiving regular presentations, as well as
through ad hoc interaction.
The Board also seeks to control the Company’s
costs, thereby enhancing performance and
returns for the Company’s shareholders. The
Directors consider the impact on the community
and environment. The Board and Investment
Manager work closely together in developing
and monitoring the Company’s approach to
environmental, social and governance matters.
Strategic Report / Section 172 Statement
Section 172
(a) the likely consequences of
any decision in the long term
(b) the interests of the
company’s employees
(c) the need to foster the company’s
business relationships with
suppliers, customers and others
(d) the impact of the company’s
operations on the community
and the environment
(e) the desirability of the company
maintaining a reputation for high
standards of business conduct
(f) the need to act fairly as between
members of the company
In managing the Company, the aim of the Board and of the Investment Manager is always to
ensure the long-term sustainable success of the Company and, therefore, the likely long-term
consequences of any decision are a key consideration. In managing the Company during the year
under review, we acted in the way which we considered, in good faith, would be most likely to
promote the Company’s long-term sustainable success and to achieve its wider objectives for the
benefit of our shareholders as a whole, having had regard to our wider stakeholders and the other
matters set out in section 172 of the Companies Act.
The Company does not have any employees.
The Board’s approach is described under “Stakeholders” on the next page.
The Board takes a close interest in ESG issues and sets the overall strategy. As management of the
portfolio is delegated to the Investment Manager, the practical implementation of policy rests with
AVI. A description of AVI’s ESG policy is set out on pages 26 to 29.
The Board’s approach is described under “Culture and Values” below.
The Board’s approach is described under “Stakeholders” on the next page.
AVI Global Trust plc / Annual Report 2023
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The Company has a large number of shareholders, including
professional and private investors. Over the years, the Company has
developed various ways of engaging with its shareholders, in order to
gain an understanding of their views. These include:
Annual General Meeting – The Company welcomes attendance
from shareholders at AGMs. At the AGM, the Investment Manager
always delivers a presentation and all shareholders have an
opportunity to meet the Directors and ask questions;
Information from the Investment Manager – The Investment
Manager provides written reports with the annual and interim
results, as well as monthly Factsheets which are available on
the Company’s website. Their availability is announced via the
stock exchange;
Investor Relations updates – At every Board meeting, the
Directors receive updates on the share trading activity, share
price performance and any shareholders’ feedback, as well
as any publications or comments in the press;
Working with external partners – The Board receives regular
updates from the Corporate Broker and also engages some
external providers, such as communications advisers, to obtain
a detailed view on specific aspects of shareholder communications;
Feedback from shareholders – The Board values the feedback
and questions that it receives from shareholders and takes note
of individual shareholders’ views in arriving at decisions which are
taken in the best interests of the Company and of shareholders
as a whole. The Chairman welcomes meetings with major
shareholders, as well as enquiries and feedback from all
shareholders. The Chairman can also be contacted via email at
chair@aviglobal.co.uk or by letter to the Company’s registered
office. The Chairman, the Senior Independent Director or any other
member of the Board can be contacted via either the Company
Secretary or the Corporate Broker, both of which are independent
of the Investment Manager.
Recent examples of decisions resulting from feedback from
shareholders were:
the change of the Company’s name in May 2019;
rebalancing of the proportion of the dividend paid as an interim
dividend in the 2019/2020 accounting year;
the Share Split which was completed in January 2022;
cancellation of some of the shares held in treasury in
February 2022; and
the change of comparator benchmark described in this
Annual Report.
Shareholders
Stakeholders Why they are important Board Engagement
As the Company is an investment
trust, its shareholders are, in effect,
also its customers.
Continued shareholder support and
engagement are critical to the existence
of the Company and to the delivery
of the long-term strategy.
In line with the Companies (Miscellaneous
Reporting) Regulations 2018, during the year
under review the Board considered in detail which
individuals and organisations should be regarded
as stakeholders.
Its views are set out in the table below:
Strategic Report / Stakeholders
Stakeholders
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The Investment Manager’s performance
is critical for the Company to deliver its
investment strategy and meet its objective.
The Administrator and Company Secretary
are key to the effective running of the
Company.
Lenders
The Investment
Manager
The Administrator
and Company
Secretary
Stakeholders
The Company has raised capital in the
form of both short-term and long-term
debt from a small group of lenders.
Although the Company is not dependent
on debt funding to maintain its operations,
continued support from lenders is
important to maintain the financial stability
of the Company and flexibility in the
investment portfolio.
Why they are important Board Engagement
All of the Company’s debt is subject to contractual terms and
restrictions. We have an established procedure to report regularly to
our lenders on compliance with debt terms.
It is our policy that all interest and repayments of principal will continue
to be made in full and on time.
In line with these considerations and to take advantage of attractive
rates of interest, the decision was made to take out JPY4.5bn fixed
rate unsecured debt (as discussed on page 10) during the year.
Maintaining a close and constructive working relationship with the
Investment Manager is crucial as the Board and the Investment
Manager aim to continue to achieve long-term returns in line with the
Company’s investment objective. The Board seeks to:
Encourage open discussion with the Investment Manager;
Ensure that the interests of shareholders and of the Investment
Manager are aligned and adopt a tone of constructive challenge;
Draw on Board members’ individual experience to support
the Investment Manager in the sound, long-term development of
investment strategy and, where relevant, the Investment Manager’s
business and resources.
The Board recognises that the Company is the largest client of the
Investment Manager, and so the long-term success of the Investment
Manager is closely aligned to that of the Company.
The Company Secretary attends all Board and Committee meetings.
The Management Engagement Committee undertakes an annual
review of the key service providers, encompassing performance, level
of service and cost. Each provider is an established business and
each is required to have in place suitable policies to ensure that they
maintain high standards of business conduct, treat customers fairly and
employ corporate governance best practice.
Our policy is that all bills and expense claims from suppliers are paid
in full, on time and in full compliance with the relevant contracts.
A recent example of taking the interests of key service providers in
account was the decision to directly contract the previously sub-
contracted services of the Administrator as discussed on page 58.
The Company has a number of other
key service providers, each of which
provides a vital service to the Company
and ultimately to its shareholders. While
all service providers are important to the
operations of the Company, in this context
the other key service providers are the
Custodian, Depositary and Registrar.
Other key service
providers
Service Providers
Strategic Report / Stakeholders continued
AVI Global Trust plc / Annual Report 2023
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ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) ISSUES
Both the Board and AVI recognise that social, human rights, community,
governance and environmental issues have an effect on its investee
companies.
The Board firmly supports AVI in its belief that good corporate governance
will help to deliver sustainable long-term shareholder value. AVI is an
investment management firm that invests on behalf of its clients and its
primary duty is to produce returns for its clients. AVI seeks to exercise the
rights and responsibilities attached to owning equity securities in line with
its investment strategy. A key component of AVI’s investment strategy is
to understand and engage with the management of public companies.
AVI’s Environmental, Social and Governance Policy, which is summarised
on pages 26 to 29, recognises that shareholder value can be enhanced
and sustained through the good stewardship of executives and boards.
It therefore follows that in pursuing shareholder value AVI will implement
its investment strategy through proxy voting and active engagement with
management and boards.
The Company is an investment trust and so its own direct environmental
impact is minimal. The Company has no greenhouse gas emissions to
report from its operations, nor does it have responsibility for any other
emissions-producing sources under the Companies Act 2006 (Strategic
Report and Directors’ Reports) Regulations 2013. As discussed on page
62, as an investment trust without employees, the Company is not required
to report against the TCFD framework.
The Company has no employees. The Company’s principal suppliers,
which are listed on the inside back cover of this report, have confirmed
that they comply with the provisions of the UK Modern Slavery Act 2015.
The Directors do not have service contracts. There are five Directors, three
male and two female. Further information on the Board’s Diversity policy
and the policy on recruitment of new Directors is contained on pages 57
to 58.
FUTURE STRATEGY
The Board and the Investment Manager have long believed in their focus
on investment in high-quality undervalued assets and that, over time, this
style of investment has been well rewarded.
The Company’s overall future performance will, inter alia, be affected by: the
Investment Manager’s decisions; investee companies’ earnings, corporate
activity, dividends and asset values; and by stock market movements
globally. Stock markets are themselves affected by a number of factors,
including: economic conditions; central bank and other policymakers’
decisions; political and regulatory issues; and currency movements.
The Company’s performance relative to its peer group and benchmark will
depend on the Investment Manager’s ability to allocate the Company’s assets
effectively, and manage its liquidity or gearing appropriately. More specifically,
the Company’s performance will be affected by the movements in the share
prices of its investee companies in comparison to their own net asset values.
The overall strategy remains unchanged.
Approval of Strategic Report
The Strategic Report has been approved by the Board and is signed on its
behalf by:
Graham Kitchen
Chairman
9 November 2023
Strategic Report / Responsible Business
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Classification
Closed-ended Fund
% of net assets
7.6%
Classification
Holding Company
% of net assets
8.6%
1 2 3 4 5 6
INVESTOR AB ‘B’INVESTOR AB ‘B’
2. OAKLEY CAPITAL INVESTMENTS
The top ten equity investments
make up 60.7% of the net assets*,
with underlying businesses spread
across a diverse range of sectors
and regions.
All discounts are estimated by AVI
as at 30 September 2023, based on AVI’s
estimate of each company’s net asset value.
* For definitions, see Glossary on pages 103 to 106.
** % of net assets.
A Norwegian-listed holding company offering
exposure to high-quality online classified
businesses. This is split between unlisted
Nordic assets and a listed stake in Adevinta, a
company that was spun-out from Schibsted to
pursue international growth and consolidation.
The market applies an inordinately low implied
valuation on the unlisted assets due to the
structure. With potential for an upcoming
corporate event, combined with prospects for
significant improvements in monetisation and
margins, we see considerable upside.
Source / Adevinta
Oakley Capital Investments (OCI), is a London-
listed closed-ended fund which invests in the
private funds run by Oakley Capital, a UK-based
private equity firm. OCI owns a portfolio of fast-
growing businesses in the consumer, education,
services, and technology sectors. Its process
focuses on less intermediated markets and
complex deals (e.g. carve-outs), which avoids
the auction process, sourced by a network
of entrepreneurs who believe in the Oakley
philosophy. We believe that OCI’s significant
discount will narrow from continued NAV
outperformance arising from realised exits, and
the continued earnings growth of its portfolio.
Source / Cegid
London-listed closed-end fund managed by
Swiss private equity manager Partners Group.
Princess invests in global buyouts on a co-
investment basis alongside Partners’ direct
investing programmes. We invested following
lethargic returns, concerns over governance,
and suspension of the dividend which forced
a sell-off. We have since proactively engaged
with the board on multiple matters.
Source / Partners Group AG
A value-orientated US-listed alternative asset
manager with c. USD617bn of assets under
management. Following its merger with Athene
Insurance, Apollo has ambitious plans to grow
its “Fixed Income Replacement Opportunity”
offering within a USD40 trillion market.
Source / Apollo
Classification
Holding Company
% of net assets
5.8%
Classification
Closed-ended Fund
% of net assets
6.2%
60.7%**
1. SCHIBSTED B
6. PRINCESS PRIVATE EQUITY
7. APOLLO GLOBAL MANAGEMENT
Look-through Sector breakdown
Communication
Services: 28%
Consumer
Discretionary: 21%
IT: 11%
Financials: 10%
Consumer
Staples: 6%
Energy: 6%
Healthcare: 5%
Industrials: 5%
Materials: 4%
Real Estate: 3%
Utilities: 1%
DIVERSIFIED
Our portfolio contains broad
diversification to sectors
and companies.
Strategic Report / Ten Largest Equity Investments
View our investment platforms at:
www.aviglobal.co.uk
Valuation
£78.7m
Discount
-32%
Valuation
£88.6m
Discount
-34%
Valuation
£59.7m
Discount
-30%
Valuation
£64.2m
Discount
-29%
AVI Global Trust plc / Annual Report 2023
20
Classifi cation
Holding Company
% of net assets
6.3%
Classifi cation
Holding Company
% of net assets
6.3%
Valuation
£65.0m
Discount
-24%
Valuation
£64.5m
Discount
-28%
Classifi cation
Holding Company
% of net assets
6.8%
6
7 8 9 10
INVESTOR AB ‘B’INVESTOR AB ‘B’
A US-listed alternative asset manager with c.
USD519bn of assets under management. KKR
is one of the largest companies in an industry
with appealing structural characteristics,
underpinned by valuable fee-related earnings.
Source / Kohlberg Kravis Roberts & Co. L.P.
Aker is a Norwegian holding company with
investments principally in oil & gas, renewables
& green tech, marine-related activities and
industrial software. Its largest asset is Aker BP,
a Norwegian oil company. Aker has a history
of active portfolio management, dealmaking
and value creation, with a track record of strong
shareholder returns since Initial Public Offering
(IPO) in 2004.
Source / Aker Solutions
FEMSA is a Mexican family-controlled holding
company with roots dating back to the
establishment of Mexico’s fi rst brewery in 1890.
The bulk of the value lies in unlisted FEMSA
Comercio, which primarily operates Oxxo-
branded convenience stores across Mexico
and Latin America. In 2023 the company
completed a strategic review, simplifying its
structure and generating considerable excess
capital. We believe this will lead to a re-rating
of the shares.
Source / Comunicación Corporativa FEMSA
Pantheon International is one of the oldest
listed private equity vehicles and has built
up a strong NAV performance track-record
over several decades, thanks to its diversifi ed
portfolio of private equity funds owning high-
quality companies with robust earnings growth.
In August, the company announced a revised
capital allocation policy, equating to 15% of
shares outstanding, baking a substantial degree
of NAV accretion into future returns.
Source / Pantheon International Plc.
A seventh-generation Belgian family-controlled
holding company whose crown jewel asset is a
50% stake in Belron, the global no.1 operator
in the Vehicle Glass Repair, Replacement and
Recalibration industry. Belron boasts numerous
scale advantages and benefi ts from tailwinds.
Combined with the durable growth prospects
for D’Ieteren’s other assets, and the wide discount
at which the company trades, we are excited
about prospective returns.
Source / Belron
Christian Dior’s sole asset is a 41% stake in LVMH,
the luxury goods conglomerate. We view LVMH
as a highly attractive asset, with diverse exposure
across Fashion & Leather, Wine & Spirits, Perfume
& Cosmetics, Watches & Jewellery and Selective
Retail. LVMH’s collection of brands is unique
and the rich cultural heritage underlying them is
impossible to replicate. These factors drive strong
demand, high pricing power and attractive margins.
We see strong earnings upside from LVMH, as well
as potential returns from the collapse of the holding
structure.
Source / Getty images
Classifi cation
Holding Company
% of net assets
3.9%
Classifi cation
Holding Company
% of net assets
4.0%
Classifi cation
Closed-ended Fund
% of net assets
5.2%
50.3%**
5. FEMSA4. AKER ASA3. KKR & CO
10. CHRISTIAN DIOR9. D'IETEREN GROUP8. PANTHEON INTERNATIONAL
Valuation
£69.7m
Discount
-27%
Valuation
£40.3m
Discount
-15%
Valuation
£41.5m
Discount
-41%
Valuation
£53.7m
Discount
-38%
AVI Global Trust plc / Annual Report 2023
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% of
investee IRR ROI Cost Fair value % of
Company Portfolio classification company (%, £)
1
(%, £)
2
£’000
3
£’000 net assets
Schibsted ‘B’ Holding Company 2.2% 25.6% 24.8% 71,238 88,593 8.6%
Oakley Capital Investments Closed-ended Fund 10.0% 23.1% 111.5% 36,560 78,677 7.6%
KKR & Co Holding Company 0.2% 32.3% 135.1% 30,305 69,725 6.8%
Aker ASA Holding Company 1.7% 16.5% 75.4% 59,967 64,952 6.3%
FEMSA Holding Company 0.3% 26.9% 68.8% 39,314 64,510 6.3%
Princess Private Equity Closed-ended Fund 10.0% 29.1% 12.0% 58,183 64,160 6.2%
Apollo Global Management ‘A’ Holding Company 0.1% 32.3% 84.2% 33,528 59,712 5.8%
Pantheon International Closed-ended Fund 3.5% 22.7% 14.0% 47,042 53,743 5.2%
D’Ieteren Group Holding Company 0.6% 14.7% 12.0% 37,699 41,458 4.0%
Christian Dior Holding Company 0.0% 26.3% 97.1% 22,498 40,272 3.9%
Top ten investments
436,334 625,802 60.7%
Pershing Square Holdings Closed-ended Fund 0.4% 18.6% 46.6% 25,972 39,968 3.9%
Nihon Kohden Asset-backed Special Situation 2.1% 3.4% 2.9% 36,247 36,807 3.7%
News Corp Holding Company 0.6% 2.8% 1.7% 35,674 36,095 3.5%
IAC Holding Company 1.0% -31.1% -41.9% 64,482 34,150 3.3%
Godrej Industries Holding Company 1.8% 2.3% 9.0% 30,288 34,097 3.2%
Hipgnosis Songs Fund Closed-ended Fund 3.4% -3.3% -2.5% 38,607 33,142 3.2%
Symphony International Holdings Closed-ended Fund 15.7% 7.9% 52.0% 26,636 31,807 3.1%
Third Point Investors Closed-ended Fund 4.1% 6.5% 33.2% 23,728 26,961 2.6%
Wacom Asset-backed Special Situation 4.7% -17.6% -30.5% 37,086 24,215 2.3%
EXOR Holding Company 0.1% 11.0% 42.5% 13,574 20,506 2.0%
Top twenty investments 768,628 943,550 91.5%
Bollore Holding Company 0.1% nm -11.0% 20,087 17,799 1.7%
Molten Ventures Closed-ended Fund 5.0% -39.9% -31.4% 25,430 17,452 1.7%
DTS Asset-backed Special Situation 2.0% 8.3% 21.6% 15,795 16,628 1.6%
Digital Garage Asset-backed Special Situation 1.8% -10.7% -15.2% 21,871 16,115 1.6%
Hachijuni Bank Asset-backed Special Situation 0.5% nm 25.2% 10,114 12,508 1.2%
Kyoto Financial Group Asset-backed Special Situation 0.3% nm 17.4% 10,315 11,937 1.2%
Dai Nippon Printing Asset-backed Special Situation 0.2% nm 7.9% 10,840 11,646 1.1%
Konishi Asset-backed Special Situation 2.3% 4.8% 19.8% 10,522 11,630 1.1%
Shiga Bank Asset-backed Special Situation 1.1% nm 8.4% 10,577 11,334 1.1%
Haw Par Corporation Holding Company 0.8% nm -0.1% 11,360 10,957 1.1%
Top thirty investments 915,539 1,081,556 104.9%
Strategic Report / Investment Portfolio
As at 30 September 2023
AVI Global Trust plc / Annual Report 2023
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% of
investee IRR ROI Cost Fair value % of
Company Portfolio classification company (%, £)
1
(%, £)
2
£’000
3
£’000 net assets
SK Kaken Asset-backed Special Situation 1.8% -11.6% -42.8% 19,056 10,303 1.0%
TSI Holdings Asset-backed Special Situation 2.5% nm 22.2% 8,182 9,954 1.0%
Fuji Soft Asset-backed Special Situation 0.5% nm 4.7% 9,047 9,431 0.9%
Iyogin Holdings Asset-backed Special Situation 0.4% nm 28.4% 6,496 8,276 0.8%
Pasona Group Asset-backed Special Situation 2.0% 6.9% 21.2% 8,551 7,497 0.7%
Shin Etsu Polymer Asset-backed Special Situation 0.8% 1.2% 1.2% 5,111 5,021 0.5%
VEF Holding Company 2.3% -5.8% -5.2% 4,525 3,989 0.4%
JPEL Private Equity Closed-ended Fund 18.4% 19.9% 100.1% 1,554 3,954 0.4%
Seraphim Space Investment Closed-ended Fund 2.9% -10.0% -8.0% 3,213 2,955 0.3%
Better Capital (2009)
Closed-ended Fund 17.4% 22.1% 41.1% 1,962 903 0.0%
Top forty investments 983,236 1,143,839 110.9%
Third Point Investors
Private Investments
Closed-ended Fund 0.0% nm nm 582 602 0.1%
Ashmore Global Opportunities – GBP* Closed-ended Fund 0.0% 4.2% 7.8% 31 318 0.0%
Equity investments at fair value 983,849 1,144,759 111.0%
Equity
exposure Fair value % of
Fair value and gross market exposure of investments
4
£’000 £’000 net assets
Equity investments 1,144,759 1,144,759 111.0%
Total return swap long positions
Brookfield Class A 52,097 (16,067)** -1.6%
SK Square 18,837 (1,437)** -0.1%
70,934 (17,504) -1.7%
Total return swap short positions
Brookfield Infrastructure Partners Units (3,744) 714* 0.1%
Brookfield Asset Management Class A (24,501) 168* 0.0%
Brookfield Renewable Partners Units (4,077) 1,292* 0.1%
SK Hynix Inc (14,664) (3,369)** -0.3%
(46,986) (1,195) -0.1%
23,948 (18,699) -1.8%
Investments and total return swaps 1,168,707 1,126,060 109.2%
Other net current assets less current liabilities 46,507 4.5%
Non-current liabilities (141,549) -13.7%
Net assets 1,031,018 100.0%
1
Internal Rate of Return. Calculated from inception of AGT’s investment. Refer to Glossary on pages 103 to 106. Where it is not possible to report a meaningful figure for
the IRR, due to the investment having been held less than 12 months, this is indicated as “nm”.
2
Return on investment. Calculated from inception of AGT’s investment. Refer to Glossary on pages103 to 106.
3
Cost. Refer to Glossary on pages 103 to 106
4
The fair value column of the total return swaps is determined based on the difference between the notional transaction price and market value of the underlying shares
in the contracts (in effect the unrealised gains/(losses) on the exposed long and short total return swap positions). The equity exposure is the cost of purchasing the
securities held through long total return swap positions directly in the market and at the Balance Sheet date would be a cost of £70,934,000. If the long positions were
closed at 30 September 2023, this would result in a loss of £17,504,000. The notional price of selling the securities to which exposure was gained through the short
total return swaps at the Balance Sheet date would be £46,986,000. If the short positions were closed on 30 September 2023, this would result in a loss of £1,195,000.
In the case of long and short total return swaps it is the market value of the underlying shares to which the portfolio is exposed via the contract.
Level 3 investment (see note 15).
* The total fair value of total return swap assets of long and short positions is £2,174,000.
** The total fair value of total return swap liabilities of long and short positions is £20,873,000.
AVI Global Trust plc / Annual Report 2023
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Investment Review / Investment Manager’s Review
OUR EDGE
A sset Value Investors
specialises in fi nding
companies which have
been overlooked or under-
researched by other
investors. Investments that
for one reason or another
are priced below their true
value but can be made into
profi table performers. AVI
believes its strategy and
investment style differentiate
it from other managers in
the market because of the
following:
1.
38 years’ experience of
long-term outperformance
following our distinctive
investment style (annualised
NAV total returns of +11.5%
since 1985*).
2.
AVI actively looks for the
catalyst within a company
which will drive fundamental
change.
3.
AVI promotes active
involvement to improve
corporate governance and
to unlock potential
shareholder value.
* Refer to Glossary on pages 103 to 106.
Please visit our website for more information:
www.aviglobal.co.uk
About Asset Value Investors
AVI Global Trust plc / Annual Report 2023
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10,000 Black Interns
The 10,000 Interns Foundation
champions underrepresented
talent and promotes equity of
opportunity, offering students
and graduates paid internship
opportunities across a range of
UK industries.
TYREECE EWING
‘It’s a bittersweet moment to share that my
incredible journey at Asset Value Investors has
come to an end. I can’t believe how fast time
has fl own but I guess time fl ies when you’re
having fun!
During my time at AVI, I had the privilege
of working alongside a highly skilled and
supportive team. From day one, I was
entrusted with meaningful responsibilities
and given the opportunity to contribute to
important projects.
I am immensely grateful for the last six weeks
at AVI where I have enhanced my skills,
especially in producing valuation models
and pitching fi nancial recommendations. My
exposure to different aspects of the fi rm’s
operations have deepened my understanding
of the investment management industry.
A special mention to Wilfrid Craigie, Ross
McGarry and William Hawkes who have
been instrumental in my progress here. Their
guidance and expertise has massively helped
my progress and taught me many things.
A huge thank you to 10,000 Black Interns and
AVI for this incredible opportunity. I am truly
grateful for the support and encouragement
I received throughout my internship. Looking
forward to staying connected and continuing
to learn more about the industry.’
AVI Global Trust plc / Annual Report 2023
24
The aim of AVI is to deliver
superior investment returns.
AVI specialises in investing
in securities that for a number
of reasons may be selling
on anomalous valuations.
Our focus on buying high-quality businesses
trading at wide discounts to their net asset
value has served us well over the long term.
There are periods of time, however, when
our style is out of favour and the types of
companies in which we invest are ignored by
the broader market. This requires us to be
patient and to remain true to our style, so that
when other investors begin to appreciate the
value in those companies, we are well placed
to benefi t. In the short term, this means that
there could be some volatility in our returns.
However, we are confi dent that we own high-
quality businesses, which are trading on cheap
valuations.
Members of the investment team at AVI invest
their own money in funds which they manage.
As at 30September 2023, AVI’s investment
team owned 1,118,477 shares in AGT.
Introduction to the Strategy
Asset Value Investors invests in overlooked
and under-researched companies, which
own quality assets and trade at discounts
to NAV. This philosophy typically leads us to
invest in structures such as family-controlled
holdings companies, closed-ended funds and,
more recently, Japanese cash-rich operating
companies. However, our views on the types
of structures through which we invest are
entirely agnostic, and portfolio weightings are
determined solely by the opportunity set and
our judgement of the risk-reward potential.
Our research process involves conducting
detailed fundamental research in order to: (a)
understand the drivers of NAV growth; and (b)
assess the catalysts for a narrowing discount.
We often engage actively with management, in
order to provide suggestions for improvements
that we believe could help narrow the discount
or improve operations.
Holding Companies
When we consider a holding company as an
investment, we seek several characteristics.
The fi rst is a high-quality portfolio of listed
and/or unlisted businesses with the potential
for sustained, above average, long-term
growth. Many of the underlying companies
that we have exposure to are world-famous
brands, and include: LVMH, Ferrari, Stellantis,
Universal Music, MGM Resorts, Aker BP, and
many more.
Secondly, we look for the presence of a
controlling family or shareholder with a strong
track record of capital allocation and returns in
excess of broader equity markets. Long-term
shareholders provide strategic vision; many
of our holding companies have been family-
controlled for generations. This combination of
attractive, quality assets managed by long-
term capital allocators creates the potential for
superior NAV growth.
Finally, we invest at a discount to NAV,
preferably with a catalyst in place to narrow
the discount. This provides an additional
source of returns. We estimate that historically
about three-quarters of our returns from
holding company investments have come from
NAV growth and one-quarter from discount
tightening.
Closed-ended Funds
Similar to holding companies, we look for
certain qualities when we consider a closed-
ended fund investment. Most importantly, we
look for portfolios of high-quality assets (both
listed and unlisted) with good growth potential.
Our portfolio of closed-ended funds gives us
exposure to many quality companies, such
as Chipotle Mexican Grill, Hilton Worldwide,
Universal Music Group, Canadian Pacifi c
Railway and many more. We also focus to a
great extent on the discount to NAV at which
the closed-ended fund trades. In a nuanced
distinction from holding companies, we usually
insist on a high probability of the discount
narrowing or vanishing entirely before we will
consider making an investment. In accordance
with this, our stakes in closed-ended funds
are larger, and we engage with management,
boards, and other shareholders to enact
policies to help narrow discounts and boost
shareholder returns. Historically, our portfolio of
closed-ended funds has generated half of its
returns from discount narrowing.
Asset-Backed Special Situations
The majority of this portion of the portfolio
consists of investments outside of holding
companies and closed-ended funds. For
several years now, these investments have
largely been in Japanese cash-rich operating
companies. At present, we hold positions in 13
Japanese operating companies which have, on
average, 64% of their market value in cash and
listed securities.
Japanese companies have a reputation for
overcapitalised balance sheets, but we believe
that the winds of change are blowing in
Japan. The Japanese government has been
championing efforts to improve corporate
governance and enhance balance-sheet
effi ciency, and this programme is beginning
to have an effect. Major pension funds have
signed up to a new Stewardship Code, boards
of directors are guided by the principles of an
updated Corporate Governance Code, and
there is an identifi able uptick in the presence of
activist investors on Japanese share registers.
We can see evidence of this change in
increasing payout ratios, buybacks, and more
independent directors. We believe that our
Japanese holdings stand to benefi t from this
powerful trend, and that the market will assign
a much higher multiple to these companies if it
reassesses the probability of the excess cash
and securities being returned to shareholders.
We are active in pursuing this outcome and
engage continuously with the boards and
management of our holdings to argue for a
satisfactory outcome for all stakeholders.
The focus is on quality, cash-generative
businesses with low valuations (our current
portfolio trades on just 7.5x EV/EBIT). These
are the sorts of businesses that one should be
happy to own; as such, we can afford to take a
long-term view on our holdings as we engage
with boards and management to create value
for all stakeholders.
Summary
Our strategy centres upon investing in
companies which own diversifi ed portfolios
of high-quality assets. In each case, we have
sought to invest in companies where the
market has misunderstood or overlooked the
value on offer, and where our analysis shows
that there is a reasonable prospect of this
being corrected. The historic returns from
this strategy have been strong and came from
a combination of discount narrowing and
NAV growth.
Overview of AVI’s investment philosophy
AVI Global Trust plc / Annual Report 2023
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IR
AVI Global Trust plc / Annual Report 2023
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Investment Review / Promoting Sustainable Attitudes
OUR PURPOSE
Helping our clients to make the
most of their financial future.
The people at Asset Value Investors
are committed to leveraging our long heritage,
stewardship, and expertise to make investing
responsible, accessible, and profitable for
everyone – individuals, families, institutions,
private companies, and listed companies.
Financial returns matter but we are in a unique
position to influence positive change by
questioning the practices of the companies
we invest in for a more sustainable future.
OUR PHILOSOPHY
We are fundamentally committed
to supporting long-term
sustainable businesses that
will grow and participate in the
prosperity of the economy,
with a responsible approach to
the environment, society, and
governance.
We believe that the integration of ESG and
sustainability considerations into our investment
strategy is not only integral to comprehensively
understanding each investment’s ability to create
long-term value, but aligned with our values as
responsible investors.
It is our view that a responsible approach to the environment,
society and governance is key to long-term sustainable
businesses. This guiding principle is embedded not only in
our investment philosophy but in how we manage Asset Value
Investors as a company.
ONE OF THE ORIGINAL 200
INVESTMENT FIRMS TO
SUPPORT THE 10,000 BLACK
INTERNS PROGRAMME
EMPLOYEES WITH EQUITY
OWNERSHIP IN AVI
41%
DIVERSITY OF WORKFORCE
2023
Number
2023
%
Male
15
65
Female
7
35
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AVI Global Trust plc / Annual Report 2023
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OUR PRINCIPLES
We are aligned with the PRI’s
belief that an economically
effi cient, sustainable global
nancial system is a necessity
for long-term value creation.
Such a system will reward long-term responsible
investment and better align investors with the
broader objectives of society. AVI became a
signatory to the UN-supported Principles for
Responsible Investment (PRI) on 9 April 2021.
In doing so, we have confi rmed our belief
in our duty to act in the best long-term interests
of our benefi ciaries.
OUR APPROACH
As research-driven value
investors, we seek to truly
understand each company in our
portfolio and the context within
which it operates on a case-by-
case basis.
AVI has built ESG factors into its proprietary
database and implemented a number of
processes to support the integration of ESG
considerations into each stage of the investment
process.
AVI Global Trust plc / Annual Report 2023
DEFINING ‘E’, ‘S’ & ‘G’
AVI has identifi ed* the factors that
we believe are the most material
and relevant to our investments
and developed a bespoke ESG
monitoring system to track the
performance and progress of
our portfolio companies against
defi ned ESG metrics.
We defi ne environmental sustainability within
the context of:
Environmental Impact
Tackling Climate Change
Sustainable Management
Our social focus is divided into:
Dignity and Equality
Wellbeing and Development
Community Engagement
Our approach to governance includes:
Quality of Governing Body
Corporate Strategy
Ethical Behaviour
Our metrics within each of these areas enable us
to assess corporate governance practices and
evaluate a company’s impact and dependencies
on the environment and society, and the extent
to which these are being effectively managed.
Investment Period
ESG monitoring system built into our
proprietary database to ensure ESG factors
are considered alongside fi nancial analysis.
Ongoing ESG assessments of portfolio
companies’ performance against defi ned
ESG metrics. A scoring system is used to
assess trends and highlight potential areas
for engagement.
Tailored questionnaires sent to all
companies based on our assessments to
request additional ESG information and
promote improved sustainability disclosure.
Ongoing controversy monitoring following
a clear engagement pathway if companies
are agged.
Constructive engagement with boards
and management to help sustainably
increase corporate value by building
resilience to ESG risks and promoting
responsible business practices.
Pre-Investment
Exclusionary screening is not our guiding
framework, however there are certain
exceptions to this.
AVI will not invest in a company with direct
involvement* in:
Tobacco
Controversial Weapons
Pornography
Or companies that engage in child labour
or human exploitation as defi ned by the
relevant ILO conventions.
Assess company’s exposure to ESG risks
and opportunities, including climate-
related risks and opportunities.
Identify whether the company is involved
in any actual or potential violations
of international norms and standards
supported by ISS
^
Norms-based
Research.
* Drawing on the World Economic Forum’s ‘21 core metrics’,
https://www.weforum.org/stakeholdercapitalism/our-
metrics
AVI became a signatory to the UN-supported
Principles for Responsible Investment (PRI)
on 9 April 2021.
* Whereby more than 5% of that company’s NAV is derived from
these activities.
^
Institutional Shareholders Services group of companies.
AVI Global Trust plc / Annual Report 2023
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OUR STEWARDSHIP
Good stewardship should be
viewed as a continuous practice
and is essential to preserving
and enhancing long-term value.
Active engagement is at the core of our
investment strategy and our ESG monitoring
system plays an important role in helping us to
identify potential areas of engagement. As long-
term investors, our aim is to build constructive
relationships with the boards and management
of the companies in which we invest, addressing
issues and offering suggestions to sustainably
improve corporate value in consideration of all
stakeholders and in the best long-term interest
of our clients.
Controversy Monitoring
Supported by ISS Norms Based Research,
we also closely monitor any controversies and
potential violations of international norms and
standards associated with our universe. Whilst
our hope is that controversies do not occur,
they can be a marker of how well a company’s
policies are integrated into business operations
and culture, highlighting vulnerabilities or structural
problems and indicating where improvements can
be made. Through constructive engagement, we
encourage and expect investee companies to
take meaningful action in addressing weaknesses
in the context of long-term value creation.
Investment Review / Promoting Sustainable Attitudes continued
100%*
TOTAL VOTED
100%
VOTED WITH MANAGEMENT
77%
77%
AGT 2023 Proxy Voting Record**
* 6% of these votes were not officially counted for technical reasons. ** As at 30/09/2023.
VOTED AGAINST MANAGEMENT
23%
23%
AVI Global Trust plc / Annual Report 2023
28
HIGHLIGHTS FROM 2023
1.
AVI published its Stewardship
and Voting Policy
2.
AVI reported through the
PRI for the first time
3.
AVI will publish its first
ESG Report
Policies and reports can be found
on our website: https://www.
assetvalueinvestors.com/
agt/#responsibleinvesting
Useful resources:
https://www.ccla.co.uk/mental-health
https://www.assetvalueinvestors.com/
process/esg-approach/
www.issgovernance.com/esg/
screening/
ACTIVE ENGAGEMENT
We seek to be constructive
partners and continue to maintain
an active dialogue with the boards
and management of our portfolio
companies.
The majority of our engagements take place
behind closed doors, however, if necessary,
we are willing to take our concerns public to
raise awareness and compel change.
Our approach to engagement is highly bespoke
and covers a wide range of topics including
ESG themes. We identify ESG engagement
topics on a case-by-case basis and avoid
generic guidance, instead carefully analysing
the issue within the company’s particular
context and offering specific suggestions to
address weaknesses and sustainably enhance
corporate value.
COLLABORATIVE ENGAGEMENT
We recognise the
value of collaborative
engagement in
addressing collective
issues.
In January 2023, we joined CCLAs global
initiative seeking to improve the corporate
approach to workplace mental health. LVMH,
one of our portfolio companies in the initiative’s
scope, have since taken significant steps to
demonstrate their commitment.
Corporate
Mental Health
Benchmark
GOVERNANCE
61%
ENVIRONMENTAL
18%
18%
Engagement Breakdown*
* % breakdown of total ESG engagements
(101) during FY23. Engagements with portfolio
companies may address multiple themes at once.
SOCIAL
21%
21%
61%
AVI Global Trust plc / Annual Report 2023
28
AVI ESG Analyst
ESG cannot usefully be universally
applied; it must be carefully
considered within the context of
each company.
Esme Morter
ESG Analyst
AVI has traditionally focused on the ‘G’ in ESG
and has nearly 40 years’ experience engaging
constructively with boards and management
of portfolio companies to promote strong
governance practices. This expertise has
stood us in good stead when deepening our
approach to ESG.
We view strong governance as the foundation for effective
management of E & S issues. However, we do not take a hands-
off approach to the E & S. Indeed, although we prefer to conduct
our engagement in private, last year we submitted shareholder
resolutions at SK Kaken’s AGM, one of which addressed its failure
to transparently report and address its environmental impact, which
resulted in the company disclosing annual emissions for the first time
in 2023.
ESG cannot usefully be universally applied; it must be carefully
considered within the context of each company. The system we
have developed complements our deep fundamental analysis and
readiness to constructively engage with companies in a highly
bespoke way, allowing nuance and honed judgement to drive our
actions. ESG is complex, interconnected and constantly evolving, and
we expect our approach to ESG to continue to actively evolve.
We are encouraged by TSI Holdings’ progress
in weaving sustainable practices into the fabric
of the company.
AVI first invested in TSI Holdings, which owns a collection of
diversified apparel brands including PEARLY GATES, Margaret
Howell, HUF and Stüssy, in July 2022. TSI joined AGT’s portfolio in
January 2023 and we are now the largest shareholder with c. 8.6%
stake across all AVI funds. We have built a strong relationship and
constructive dialogue with the company, holding 14 meetings, visiting
its HQ in Japan, and sending a 43-page presentation, offering detailed
suggestions to address its undervaluation and build sustainable
corporate value.
Our approach to engagement is highly bespoke, looking at the
company as a whole and considering all drivers relevant to its
long-term success. Companies operating in the apparel sector are
exposed to heightened environmental and social risks. As part of
wider analysis on both financial and operational enhancements,
our presentation identified a number of ESG-related improvements
regarding the visualisation and management of GHG emissions,
responsible supply chain management, diversity, employee training
and development, and performance linked pay.
TSI Holdings recognises that the majority of its impact on
the environment and society occurs in its value chain and is
demonstrating its commitment to managing this. The company has
partnered with Boost Technologies to develop a centralised mapping
and managing tool, covering all of the company’s more than 50
apparel brands, to monitor emissions and drive decarbonisation
across the entire supply chain. This commitment is bolstered by
TSI Holdings having its emission reduction targets approved by the
Science Based Targets initiative (SBTi) in October 2023.
The board and management continue to be receptive to our
suggestions and we are encouraged by their proactive mindset.
TSI Holdings’ share price has increased by 134% since we initiated
our investment. We continue to engage with the company on a wide
range of themes, and we see significant opportunities to unlock value.
Read more of our insights on our website:
www.assetvalueinvestors.com/agt/about-the-trust/our-edge/insights/
ESME MORTER TSI HOLDINGS
AVIGlobalTrust
AVIGlobalTrust AVI-Global-Trust
@AVIGlobalTrust
AVI Global Trust plc / Annual Report 2023
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In this market we believe
that hard work, a focus
on idiosyncratic catalysts
to unlock value, together
with our own activism,
are key tools to drive
returns.
Joe Bauernfreund
Chief Investment Ofcer
Investment Review / Investment Manager's Report
Performance Review
AVI Global Trust plc / Annual Report 2023
30
“I know it’s complicated.” - Christine Lagarde, President of the European
Central Bank.
Alan Greenspan, the former Chairman of the Federal Reserve, used
to talk of “Fedspeak” and the art of “purposeful obfuscation”. However,
in this case Ms Lagarde’s approach to communication is much simpler
and echoes what many investors have been feeling over the last year:
it is complicated!
Inflation remains stubbornly higher than desired and central banks have
been steadfast in their attempts to quell it, lifting interest rates to levels
few assumed probable only eighteen months ago. For the time being,
a recession remains the dog that hasn’t barked (yet!), although there have
been some signs of weakening activity over the summer, most notably in
Europe. In the last few weeks we have seen a sharp rise in bond yields,
particularly in the US, where markets have started to price in a “higher
for longer” outlook. The ramifications of this are likely large and have not
necessarily been felt yet.
All told this is a challenging environment for equities. However, those
taking a cursory glance at the returns of the major US indices would be
forgiven for having missed this, as (capitalisation weighted) markets have
been led higher by a narrow band of technology companies deemed
to be AI-beneficiaries.
Under the surface there has been more turmoil and the going has been
much tougher. Such an environment suits our style of investing and,
over the last 12 months, we have found an increasingly rich and varied
opportunity set. In this market we believe that hard work, a focus on
idiosyncratic catalysts to unlock value, together with our own activism,
are key tools to drive returns. Reflective of all this, during the year we
meaningfully deployed your Company’s gearing for the first time since
late 2021.
Within this context AVI Global Trust’s NAV increased by +15.3%
1
on a total
return basis*. This compares to a +10.1% return for the MSCI AC World
ex-US index and a +10.5%
1
return for the broader MSCI AC World Index
(now our comparator benchmark).
It is worth highlighting the strong recovery in relative performance since
the interim report in March, outperforming the two indices by +9.6% and
+5.5% respectively. Of course, our aim is not to optimise performance
over six-month periods, nor do we expect to be judged over single
financial years. Still, such performance is pleasing to see and validation
for holding course when the numbers didn’t look so pretty. Deviation from
the benchmark is a feature not a bug of concentrated high conviction
portfolios, and a prerequisite for success.
Performance has been driven by stock selection – something we believe
is coming back to the fore. Our high conviction larger weight holdings,
such as Apollo, KKR, FEMSA and Schibsted, have on average performed
better. The latter two are good examples of the types of idiosyncratic
“events” to which we are attracted – management teams and boards are
undertaking strategic and structural changes to unlock value.
We are also excited about opportunities where we can add value as an
engaged and active shareholder. This is particularly true in the London-
listed closed-ended fund market, where discounts are historically wide
and commentary about the continuing relevance of the sector is rife.
This provides a fertile hunting ground and we have built new positions in
Pantheon International and Princess Private Equity over the last year, whilst
also meaningfully adding to what was a small tail position in Hipgnosis
Songs Fund.
2023
%
2022
%
<£1 billion 31 29
>£1 billion – <£5 billion 31 30
>£5 billion – <£10 billion 11 11
>£10 billion 27 30
Equity portfolio value by market capitalisation
-50%
-45%
-40%
-35%
-30%
-25%
-20%
Sept 13 Sept 15 Sept 17 Sept 19 Sept 21
Sept 23
-50
-45
-40
-35
-30
-25
-20
Weighted average discount*
WEIGHTED AVERAGE DISCOUNT*
-35.0%
* For definitions, see Glossary on pages 103 to 106.
1
See Glossary. All performance figures in GBP.
Source / Estimated by AVI as at 30 September 2023.
ANNUALISED NAV 10 YEAR TOTAL RETURN
PER SHARE*
+9.6%
For further information, please turn to page 12 of the Annual Report
AVI Global Trust plc / Annual Report 2023
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Despite broader enthusiasm from other investors, our performance
in Japan has been a relative weak spot over the last 12 months. Wacom
and Digital Garage have been notably poor performers, and a number
of our other holdings have failed to keep up with a strong market where
capital has principally flowed to larger cap names. Disappointing local price
returns have been exacerbated by continued Yen weakness.
It is our expectation that Japan’s divergent monetary policy will not persist
indefinitely. As and when this occurs the Yen will be a further tailwind
behind our backs. More generally we continue to be excited about the rich
opportunity set we find in overcapitalised Japanese small caps, and the
role we can play in unlocking and creating value.
Looking ahead and borrowing a quote from the CEO of a US automaker
on a recent earnings call, the macro environment remains “opaque
at best”. Bond markets have increasingly started to reflect “higher for
longer” rates and we appear to be in a new epoch of non-zero interest
rates and a price for risk. Tail risk remains that the infamous “long and
variable” monetary policy lags bite unexpectedly, with the UK Liability
Driven Investment (LDI)-crisis and US banking crisis having highlighted how
systemic problems can suddenly emerge as liquidity conditions tighten.
Readers should know by now that our approach to investing is focused
on bottom-up stock picking. We are highly sceptical of the quality of our
macro insights and their utility in guiding investment decisions. As such
we remain focused on the fundamentals. Discounts – as indicated by our
35% portfolio weighted average discount – are at wide levels historically
associated with times of panic and market stress. Such starting valuations
provide a strong bedrock and give comfort in an uncertain world.
Overall, we continue to believe that we are in a challenging market
environment in which hard work, stock selection and engagement will
be differentiating factors. In this vein, we are cautiously optimistic about
the prospects for the concentrated-yet-diverse portfolio of high-quality-
yet-lowly-valued companies we have assembled, and the potential for
attractive long-term returns from the areas of the equity market on
which we concentrate.
Source / Belron
Investment Review / Investment Manager's Report continued
Performance Review continued
AVI Global Trust plc / Annual Report 2023
32
A UNIQUE INVESTMENT PORTFOLIO
D’Ieteren is a seventh-generation Belgian
family-controlled holding company whose
crown jewel asset is a 50% stake in unlisted
Belron, the global no.1 operator in the Vehicle
Glass Repair and Replacement (VGRR)
industry.
We have invested in D’Ieteren across our other funds since 2018
however liquidity was historically insufficient for AGT to build a
meaningful stake. In March 2022, following the publication of
disappointing full year results, the shares fell -11% on a day the
MSCI Europe index was up +6%. We initiated a position the very
same day and have added to the position subsequently. In 2023
we added to the position to make it a top 10 holding.
The bulk (65%) of D’Ieteren’s NAV is accounted for by Belron, which
readers might be more familiar with as Autoglass (UK), Safelite (US) or
Carglass (EU). Belron is many multiples larger than competitors with
>40% US market share, giving it significant scale advantages in terms
of purchasing economies of scale and cost leadership, relationships
with insurance partners who are industry gatekeepers, and
technological investment, which has become increasingly relevant.
Increased windshield complexity and the requirement for Advanced
Driver Assistance System (ADAS) cameras to be recalibrated upon
replacement has re-accelerated top-line growth and taken margins
from 6% in 2018, when we visited the European Distribution Centre
in Bilzen, to 18% in 2022. We expect Belron to keep riding this wave,
with ADAS set to become a larger proportion of the global car parc,
supported by a legislative tailwind. Over the medium-term sales should
grow at a high single digit rate with margin expansion translating to mid-
teens growth in operating profits. Longer-term a possible IPO will likely
help crystallise value, with the recent appointment of Carlos Brito – who
built AB InBev into a global behemoth – perhaps indicative of this plan.
Indeed, given the presence of private equity co-ownership at Belron we
believe some form of corporate event is probable in the coming years,
with management highly incentivised to increase the equity value, which
should act as a catalyst for D’Ieteren shares.
As well as this, D’Ieteren owns a collection of other smaller assets 1) a
40% stake in TVH Parts, a spare parts distributor focused on forklifts
and other industrial machinery; 2) a 100% stake in D’Ieteren Autos,
which distributes VW brands in Belgium; 3) a 100% stake in Moleskine,
the luxury notebook group; and 4) a 100% stake in PHE, a European
automotive spare parts distributor focused on the Independent
Aftermarket (IAM). Both TVH and PHE are more recent acquisitions, and
appear highly attractive, with defensive non-discretionary growth drivers,
strong market positions and the potential for accretive bolt-on M&A.
D’Ieteren contributed +0.18% to AGT’s NAV in 2023. The prospect for
earnings growth at Belron, as well as the strong outlook for D’Ieteren’s
other holdings, bode well for prospective NAV growth. At a 41%
discount, there is potential further upside from discount narrowing.
We are excited about prospective returns.
AVIGlobalTrust
AVIGlobalTrust
AVI-Global-Trust
Read more of our insights on our website:
www.assetvalueinvestors.com/agt/about-the-trust/our-edge/insights/
AVI Global Trust plc / Annual Report 2023
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@AVIGlobalTrust
Head of Research at AVI
Tom Treanor, AVI’s Head of
Research, considers the
opportunities in the Private
Equity/Venture Capital (PE/
VC) sector, where valuations
are cheap and discounts to
Net Asset Value (NAV) are
extraordinarily wide. Higher rates
and tighter credit markets may
have seen a slowdown in the
sector, but Tom explains why
that hasn’t had a direct impact
on AVI’s portfolio, 21.4%* of
which is made up of PE/VC
names.
Why is AVI looking at PE/VC
now?
Valuations – that’s the key driver for us.
We’ve been active in the sector for 15
years and it’s responsible for some of the
best returns across our portfolio, but our
exposure has waxed and waned in line with
opportunities. In the wake of the Global
Financial Crisis (GFC), a lot of companies
got themselves in trouble in the PE sector
and were trading on extraordinarily cheap
valuations and a very wide discount to
NAV. That’s when we were most active:
we tend to be contrarian investors, so
buying things when they’re cheap and a
little bit out of favour. Our exposure came
down over the following fi ve years and
then ramped back up as discounts to NAV
have widened, and the opportunity set has
broadened for us.
Why is PE/VC specifi cally
attractive to investment trusts
versus open-ended funds?
It comes down to a huge liquidity
mismatch. If you manage an open-ended
fund investing in AstraZeneca or Glaxo
etc., and your investors want their money
back, all you have to do is sell your shares
and hand their money back. But not all
assets are quite so liquid, such as open-
ended property-focused funds. Every time
there’s some sort of crisis – be it the GFC,
the Eurozone crisis or Covid, for example
– these property funds put up their gates
and prevent investors from redeeming
their shares. That’s because investors all
run for the exit at the same time and the
underlying assets aren’t liquid enough to
allow the managers to raise cash quickly
and fund those redemption requests.
A privately owned company is also a very
illiquid asset. That means the closed-ended
structure (such as an investment trust)
is the only structure that could possibly
work for privately held companies because
investors don’t redeem their shares. If
an investor wants to sell out of a closed-
ended fund, they sell out their shares in a
stock exchange to another investor and no
money goes in or out of the fund.
How does the current economic
environment affect your PE/VC
exposure at AVI?
We invest in PE and VC through publicly
quoted investment companies, so we don’t
have any direct private asset exposure
at all. There are about a dozen listed PE
companies on the London market and
those range from uberdiversifi ed fund-of-
funds to concentrated single-manager
funds. Diversifi ed fund-of-funds are
good proxies for the broader PE market
because there aren’t any idiosyncratic
factors present driving their share price or
discount.
Going into mid to late 2021, those funds
were trading at between 15% to 20%
discount to Net Asset Value (NAV). If
you look at them today, they’re trading
anywhere between 15% to 40% discount
to NAV. That change could be the market
saying valuations are stale and they’re
going to have to come down to meet share
prices, which means it isn’t a real discount.
But we happily take the other side of that
argument and think private valuations do
lag public markets, but that they lag on the
way up, too.
Q
Q
A
A
Q
A
TOM TREANOR
Investment Review / Investment Manager’s Report continued
Market reaction is overdone
How does the current economic
environment affect your PE/VC
exposure at AVI? continued
Private NAVs didn’t creep up the same
way public markets did but there was an
essence of in-built equity valuation buffer.
The real damage we saw in public markets
was in the unprofi table tech sector, to
which PE isn’t particularly exposed.
Companies that have high free cash fl ow
and are in defensive sectors have held
up much better than public markets, and
those tend to be overrepresented in PE
portfolios. As we only invest in quoted
investment companies, the fi nancing
market drying up hasn’t really had much of
a direct impact on our portfolio companies
because their portfolios were all fully
formed by late 2021.
But we have seen a dramatic slowdown
in both the pace of these companies’ new
investments and in the pace of their exits.
That means we need to scrutinise the
balance sheets of our investee companies,
making sure they can withstand periods
where exits dry up, making sure they have
enough cash on the balance sheet to cope
with that sort of environment, and making
sure they have prudent banking facilities
in place. In an environment like this, the
metrics we use to analyse companies
change, so as the backdrop worsens,
we’re focusing on the balance sheet much
more than we were previously. The sell-off
in public markets and fears around PE and
VC has meant listed companies across
the board have become very cheap. So,
starting in early 2022, we ramped up
our PE and VC exposure; some of the
discounts to NAV are at extraordinarily
wide levels. Overall, while there are genuine
concerns out there and there are reasons
to be fearful, we think the market reaction
has been overdone.
The main difference
between PE/VC is
the maturity of the
companies in which
they invest.
Tom Treanor
Head of Research, AVI
Q
A
Please visit our website for more information:
www.aviglobal.co.uk* Based on net assets.
AVI Global Trust plc / Annual Report 2023
34
PRINCESS PRIVATE EQUITY
(6.2% OF NET ASSETS)
During FY2023, we built a 10% stake in
Princess Private Equity (PEY), a London-listed
closed-ended fund managed by Swiss private
equity manager Partners Group (PG).
PEY invests in global buyouts on a co-investment basis alongside
Partners’ direct investing programmes.
A high dividend policy had kept Princess’ discount relatively narrow
until cash outflows from their FX-hedging programme forced a
suspension of the dividend in late-2022. We opportunistically built
our position in the wake of the sell-off that followed. The dividend has
since been restored and the share price has recovered, but we believe
there is room for further discount narrowing through engagement with
the Board and Manager.
AVIGlobalTrust
AVIGlobalTrust AVI-Global-Trust
Read more of our insights on our website:
www.assetvalueinvestors.com/agt/about-the-trust/our-edge/insights/
@AVIGlobalTrust
Source / Urupong
AVI Global Trust plc / Annual Report 2023
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AGT invests in holding companies and closed-ended funds that in turn invest in listed and unlisted companies. We show below the top 20 holdings
on a ‘look-through basis’, i.e. the underlying companies to which we have exposure. For example, AGT owns a stake in Aker ASA, a Norwegian-
listed holding company, that accounts for 6.3% of AGT’s NAV. One of Aker ASAs holdings is Aker BP, a Norwegian Oil & Gas company, which
accounts for 63% of Aker ASAs own NAV. This translates to AGT having an effective exposure to Aker BP of 3.9% of AGT’s NAV. The table below
is an indication of the degree of diversification of the portfolio.
Underlying
look-through Look-through
Look-through companies Parent company weight holding sector
KKR Fund Management Business KKR & Co 5.4% Asset Management and Custody Banks
FEMSA Comercio FEMSA 4.6% Food Retail
Nordic Marketplaces Schibsted B 4.4% Interactive Media and Services
Adevinta Schibsted B 4.1% Interactive Media and Services
Apollo Fund Management Business Apollo Global Management 4.1% Asset Management and Custody Banks
LVMH Christian Dior SE 3.9% Apparel, Accessories and Luxury Goods
Aker BP ASA Aker ASA 3.9% Oil and Gas Exploration and Production
Nihon Kohden Operating Business Nihon Kohden 3.1% Healthcare Equipment
Belron D’Ieteren Group 2.6% Specialized Consumer Services
Brookfield Asset Management Brookfield Corporation 2.2% Asset Management and Custody Banks
Wacom Operating Business Wacom 2.0% Technology Hardware, Storage and Peripherals
Universal Music Group Pershing Square Holdings, Bollore 1.7% Movies and Entertainment
Brookfield Property Group Brookfield Corporation 1.7% Real Estate Development
Athene Apollo Global Management 1.7% Asset Management and Custody Banks
Godrej Consumer Products Godrej Industries 1.7% Personal Products
Godrej Properties Godrej Industries 1.4% Real Estate Development
REA Group News Corp 1.3% Interactive Media and Services
Dow Jones News Corp 1.3% Interactive Media and Services
DTS Operating Business DTS 1.2% IT Consulting and Other Services
MGM Resorts International IAC 1.1% Casinos and Gaming
Top 20 Look-Through Companies
Investment Review / Investment Manager’s Report continued
Portfolio Review
Pershing Square Holdings: How the look-through analysis works
Pershing Square Holdings is a Euronext and London-listed closed-ended fund in which AGT invests. Although Pershing Square Holdings is just
one fund, it has investments in multiple different listed companies, providing your Company’s portfolio with exposure to a diversified collection
of businesses.
Estimated % of
Company name Pershing Square Holdings’ portfolio Geography Sector
Universal Music Group 21.7% Global Movies and Entertainment
Chipotle Mexican Grill 12.4% United States Restaurants
Lowe’s 11.6% United States Home Improvement Retail
Restaurant Brands 10.9% North America Restaurants
Alphabet 10.6% Global Interactive Media and Services
Hilton 9.4% North America Hotels, Resorts and Cruise Lines
Howard Hughes 8.7% United States Real Estate Development
Canadian Pacific Railway 8.1% North America Rail Transportation
Interest Rate Swaptions 5.5% United States
Fannie Mae & Freddie Mac 1.0% United States Commercial and Residential Mortgage Finance
AVI Global Trust plc / Annual Report 2023
36
US-listed alternative asset manager Apollo (APO) was our top contributor
over the financial year, adding +275bps to NAV as its share price almost
doubled (+98% total return in USD vs +21% for the S&P 500). This was
despite the company being swept up in the banking sell-off in March 2023
on misguided concerns that failed to recognise important differences
between bank deposits and the annuity liabilities of Athene (Apollo’s
wholly-owned life insurance arm). We took advantage of the market
confusion to add to the position near the lows reached in March.
Taking a step back to our original investment case for Apollo, we believed
the business was poorly understood by the market when we first initiated
a position back in April 2021 ahead of its announced merger with sister
company Athene Insurance. AGT shareholders with long memories may
recall that we had a very profitable investment in Athene from 2012 to
2017 when it was a private investment held by a listed Apollo-managed
vehicle called AP Alternative Assets.
Life insurance businesses are understandably often lowly rated by the
market. But the reasons why they are so – unpredictable liabilities with tail
risks (e.g. long-term care) and hard-to-hedge liabilities such as Variable
Annuities – simply do not apply to Athene which has a highly focused
business model predominantly centred on fixed annuities. As such,
Athene can be looked at as effectively a spread-lending business, earning
a spread between the rates paid on annuities and the yields earned on
its investments. Its fixed income portfolio (95% of total assets) is 96%
investment-grade, with Athene seeking to earn a return premium from
complexity and illiquidity rather than from taking duration or additional
credit risk, and its return-on-equity has averaged 16% over the last four
years (in line with its target of mid-to-high-teens).
Life insurance businesses are also correctly perceived as being capital
intensive, and this was a source of some disquiet when the Apollo/Athene
merger was announced. But capital intensity is not a bad thing if one
is earning high returns on that capital; and, as we understood at the time,
a material proportion of Athene’s growth was likely to be funded by
third-party “sidecar” vehicles.
The market seems to increasingly have come round to our more positive
view on Apollo as evidenced by the strong share price performance over
2023 on the back of earnings upgrades. Higher rates have led to very
strong demand for annuities (unsurprisingly, people prefer to earn higher
rather than lower rates on their investments even if only in nominal terms)
with retail inflows on track to surpass 2022’s record of $20bn. At 30 June
2023, Athene had already had $15bn of inflows for the year.
To some extent, each of the listed alternative asset managers has made
a different bet: Blackstone on real estate; Ares on subordinated debt;
Brookfield on infrastructure, etc. Apollo have focused on investment grade
private credit, a market that can be measured in the tens of trillions. It is
becoming increasingly understood that Athene is integral to this push. As
a life insurance business seeking to earn a return over and above that paid
out on its annuities and other liabilities, Athene needs safe (investment
grade) credit and – given its long-dated sticky liabilities – can invest in
private assets to earn an illiquidity premium.
This is where Apollo’s investments in origination platforms come into
play. These are attractive investments in their own right that sit within the
5% of Athene’s balance sheet allocated to alternative investments. In
the business of originating investment grade assets (aviation financing,
mid-market lending, mortgages, supply chain finance, etc.) they find a
natural home on Athene’s balance sheet and those of third-party insurance
companies and other institutions who draw comfort in the alignment of
interest from investing alongside Athene. In addition to one-off syndication
fees, Apollo is increasingly earning ongoing management fees from many
of these third parties establishing separately managed accounts.
Athene is at the heart of this flywheel and provides Apollo a huge
advantage over peers in what CEO Marc Rowan has termed the
“Fixed Income Replacement Opportunity”, with the potential market for
investment grade private credit estimated at as much as $40 trillion.
Regulatory moves to increase capital requirements of the US banking
sector are expected to accelerate this, with JPMorgan CEO Jamie Dimon
suggesting that Apollo executives would be “dancing in the streets” due to
the measures.
Trading on just 11x 2024 expected earnings, we see considerable scope
for continued further upside for Apollo shares with the company on track
to hit its $1 trillion AUM target by 2026.
1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions will not equal
quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106 for further
details.
Classification
Holding Company
% of net assets
1
5.8%
Discount
-30%
% of investee company
0.1%
Total return on position FY23
(local)
2
94.4%
Total return on position FY23 (GBP)
78.5%
Contribution (GBP)
3
275bps
ROI since date of initial purchase
4
84.2%
Apollo Global Management
CONTRIBUTORS
AVI Global Trust plc / Annual Report 2023
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1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
* The stub represents the value of the remaining unlisted assets in a company after
subtracting the total value of listed assets and net debt from its market cap.
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
FEMSA added +258bps to returns during a period in which the company
completed its strategic review and took structural steps to unlock value
and reduce the wide discount at which the company trades. In this
context, the shares returned +78% as a +50% increase in the NAV was
boosted by a narrowing of the discount from 39% to 28%.
As readers may remember, we initiated a position in FEMSA in 2021, with
an investment case predicated on the highly attractive nature of FEMSA
Comercio – which operates Oxxo-branded convenience stores, and
other small-format retail stores, across Mexico and Latin America – and
the unduly low valuation the market was awarding the business. In 2022
management announced a “comprehensive strategic review” of the group
structure with a focus on reducing the sum-of-the-parts discount.
In February 2023, FEMSA concluded its strategic review – announcing
plans to simplify the group structure, monetise non-core assets and
re-focus on its core business. Most importantly, the company announced
plans to exit its stake in Heineken, which prior to the announcement was
worth some $7.8bn, or c.28% of FEMSAs market cap. Following two
accelerated book builds in February and May, FEMSA has now fully exited
Heineken (bar €500m of shares underlying an exchangeable bond). In
addition, FEMSA announced the sale of Jetro Restaurant Depot (JRD)
for $1.4bn and in August it was announced that Envoy Solutions would
merge with BradyIFS, as a first step in FEMSA exiting the business, with
a $1.7bn cash inflow and a 37% stake in the combined entity.
Despite strong performance we believe the shares remain cheaply priced,
with the underlying intrinsic value/NAV having compounded at a high
rate. This speaks to the attraction of finding investments that exhibit both
special situation-type catalysts and high-quality growth. It is this latter point
which is particularly important to us – asset quality and the prospect for
NAV growth are key to our style of investing. In this vein we believe that
Oxxo has one of the most robust retail models we have come across, with
a long growth runway, strong unit economics and high returns on capital.
New store openings are now running above 1,000 on a trailing 12-month
basis once again, and we believe the company can reach c.30,000 units in
Mexico by the end of the decade (from just shy of 22,000 currently), with
strong prospects for further potential growth in Brazil.
At current prices, FEMSA trades at a 28% discount to our estimated
NAV and with the stub* at an inordinately wide discount to closest-peer,
Walmex (8.7 x vs. 11.9x). Pro-forma of the JRD and Envoy Solutions
transactions, we estimate that FEMSA is now in a modest net cash
position vs. management’s target of 2.0x net debt/EBITDA. This implies the
company has “excess” capital of c.$7bn equating to c.18% of its market
cap. Investors, not entirely without reason, are cautious over how this will
be deployed, and we have been encouraging management to use the
proceeds for share buybacks.
Classification
Holding Company
% of net assets
1
6.3%
Discount
-28%
% of investee company
0.3%
Total return on position FY23
(local)
2
76.9%
Total return on position FY23 (GBP)
61.9%
Contribution (GBP)
3
258bps
ROI since date of initial purchase
4
68.8%
FEMSA
CONTRIBUTORS
AVI Global Trust plc / Annual Report 2023
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In the summer of 2022 we initiated a new position in Schibsted,
the Norwegian holding company. Today Schibsted is AGT’s largest
position and was one of the strongest contributors to your Company’s
performance, adding +233bps to returns. Over the course of the year the
shares increased +63%, as a +35% increase in the NAV was boosted
by a narrowing of the discount from 45% to 34%.
Whilst the origins of the company date back to a publishing business in the
1830s, from the turn of the millennium, Schibsted have built and bought a
collection of online classified advertising businesses, which today account
for the bulk of the value. This is spread across Schibsted’s unlisted Nordic
assets (52% NAV), and a stake in Adevinta (49% NAV) which they listed in
2019 as a vehicle to house their international classified ads businesses and
pursue sector consolidation (which it has done via the acquisition of eBay’s
classified ads business for $9.2bn in 2020).
Such businesses exhibit “winner-takes-most” dynamics, with strong
network effects whereby listing inventory and user traffic mutually reinforce
one another. The dominant #1 player in a category becomes the reference
point for individuals or businesses looking to buy and sell in that vertical.
This integral position translates into high levels of pricing power and
excellent financial profiles, with healthy organic growth rates, EBITDA
margins of 40-60% and high free cash flow conversion.
Attune to these attractions we had monitored Schibsted from afar for a
number of years. However, it took a more than 60% decline in the share
price from the summer of 2021 to June 2022 to pique our interest. Both
Schibsted and Adevinta had been caught in a perfect storm of earnings
downgrades and multiple compression. On top of this, at the Schibsted
holding company level investors had increasingly questioned capital
allocation and the group structure.
As such, we were able to build a position in the B shares at a c.45%
discount to our estimated NAV and with the stub assets trading at an
anomalously low implied c.6x forward EV/EBITDA. It was, and is, clear in
our view that resolving the ownership stake in Adevinta (which accounts
for ~two-thirds of Schibsted’s market cap) is key to unlocking the trapped
value, with either an in-specie distribution or sale of Adevinta suitable
outcomes to both re-rate the stub and help realise a fair value for the
Adevinta stake.
In September 2023 it was confirmed that Blackrock and Permira have
made a non-binding proposal to take Adevinta private. This will see
Schibsted crystallise a large portion of its value, whilst also retaining a
stake in the private company. Of course, the devil will be in the detail, with
the pertinent questions being around price and the size of the stake that
Schibsted will retain.
The deal will allow Schibsted to garner a control premium (albeit an
unknown one) and remove some of the friction of an in-specie distribution.
Most importantly, it will go some way to simplifying the group structure,
shining a light on the undervaluation of the stub assets.
On the other hand, this raises the risk of capital (mis)allocation – something
we will continue to discuss with Schibsted management. We are also frank
about the low value the market will likely ascribe to Schibsted’s remaining
unlisted stake in Adevinta. Indeed, it is our contention that the ideal
scenario would be for Schibsted to wholly exit Adevinta – either via this
transaction, or, failing that, through an in-specie distribution. However, we
acknowledge that the return on the retained position has the potential to
be highly attractive, with significant low hanging fruit from non-core asset
sales (OLX Brazil plus Italy and maybe Spain); improving monetisation rates
at Mobile and Leboncoin, which currently under-earn relative to global
peers and the economic utility they provide; and improving margins with
tighter cost control (particularly at HQ which runs to tune of ~€250m p.a.).
Schibsted remains cheaply valued at a 34% discount to NAV and with
the stub trading at 6.7x NTM EBITDA. Further news on Adevinta will be
the key catalyst to drive both NAV growth and discount narrowing. We
remain excited about prospective returns and continue to engage with the
company and other stakeholders to ensure that a satisfactory outcome is
achieved. It is important that any transaction fixes the undervaluation of
both Adevinta and Schibsted shares.
1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
CONTRIBUTORS
Classification
Holding Company
% of net assets
1
8.6%
Discount
-34%
% of investee company
2.2%
Total return on position FY23
(local)
2
43.9%
Total return on position FY23 (GBP)
34.9%
Contribution (GBP)
3
233bps
ROI since date of initial purchase
4
24.8%
Schibsted B
AVI Global Trust plc / Annual Report 2023
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Source / Schibsted
Schibsted / Adevinta
Adevinta owns a collection of high-quality
classifi ed ads businesses that exhibit dominant
network effect-protected positions, which
translates into signifi cant pricing power and
considerable organic growth, with prospects
for high-teen EBITDA growth in the years
ahead as margins expand and monetisation
levels improve.
% OF NET ASSETS
8.6%
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
AVI Global Trust plc / Annual Report 2023
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1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
KKR was amongst our largest contributors for the year, adding +177bps
to returns on the back of a share price that ended the period +45% higher
(total return in USD) vs +21% for the S&P 500 Index. The investment was
one of our largest detractors in AGT’s previous financial year, and a top
contributor in the year before that. Less long-windedly, KKR’s share price
is volatile.
Share price performance suggests investors view alternative asset
managers as high beta plays on risk assets. Our contention is that this
ignores the defensive characteristics of scale-advantaged managers,
and the structural growth trends the industry exhibits.
The current assets under management (AUM) that alternative asset
managers have is for the most part long-term, or even permanent, and
so the risk of redemptions is very limited. In the case of KKR, over half
of its AUM is either perpetual capital or long-dated strategic investor
partnerships (separately managed accounts in which capital is recycled
following exits); just 9% of AUM is from vehicles with a life of less than
eight years at inception.
This gives rise to a high level of visibility on future earnings. We note
that KKR’s fee-related earnings per share for H1-2023 grew +7%, with
the non-cyclical management fees component increasing by +16%.
Secular trends towards greater institutional allocations to alternatives,
particularly in private credit and infrastructure, are a forceful tailwind for
the industry. Against that backdrop, we expect the largest players such
as KKR to take a disproportionate share of that growth as LPs look to
consolidate their number of LP relationships. While there is certainly
some indigestion across LPs after record fund-raising years, KKR is in
the enviable position of having already raised the latest iteration of its
flagship funds.
CONTRIBUTORS
Classification
Holding Company
% of net assets
1
6.8%
Discount
-27%
% of investee company
0.2%
Total return on position FY23
(local)
2
44.5%
Total return on position FY23 (GBP)
32.2%
Contribution (GBP)
3
177bps
ROI since date of initial purchase
4
135.1%
KKR & Co
Blackstone’s success in raising capital from private wealth channels has
materially raised the total addressable market for the alternative asset
managers. While KKR’s presence in this space is still relatively nascent,
they have invested heavily in distribution and expect 30-50% of new
KKR capital to be sourced from private wealth channels over the next
several years. The size of the market is so vast that even a small up-tick
in allocations to alternatives could have seismic results, with an expected
increase from 1% in 2020 to 5% in 2025 translating to an additional $9
trillion of inflows. We expect there to be only a few winners in this space,
consisting of the largest managers with the most recognised brands.
Despite these tailwinds, KKR trades on less than 20x fee-related
earnings. Note this multiple is calculated only accounting for accrued
carried interest, so giving no credit for additional carry earned on existing
funds and on future funds. This compares very favourably to peers, and
to other financials companies of similar quality (i.e. growth and margin
characteristics). With Blackstone having become the first alternative asset
manager to enter the S&P 500, we believe it is a matter of time before KKR
and Apollo are also selected for inclusion. This could lead to as much as
20% of their free float being bought by index-tracker and “index-aware”
investment vehicles.
AVI Global Trust plc / Annual Report 2023
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EXOR was a meaningful contributor to returns. Over the last year EXOR
shares have marched +28% higher, driven exclusively by NAV growth,
with the discount broadly unchanged at 43%.
In last year’s Annual Report, we described a situation of strong
performance at Ferrari being offset by “hard to justify” weakness at
Stellantis. This year both contributed strongly, with share price total returns
of +47% and +62%, respectively.
Performance at Stellantis is particularly pleasing, with the industrial and
financial logic of the merger shining through. Longer-term readers of our
letters may remember that the extreme undervaluation of FCA (as it then
was) and the scope for value creation through industry consolidation
were key attractions that initially led us to invest in EXOR in 2016. For
Stellantis’ 2022 results the company reported a 13.0% operating margin
and achieved €7.1bn of net cash synergies – exceeding the €5bn
merger target more than two years ahead of plan. The consensus view
amongst investors is that the auto industry faces a period of deflation, with
increased supply leading to higher dealer inventory and in-turn weaker
pricing – which will dilute margins/earnings from unsustainably high post-
pandemic levels. We have long held the view that it is in a more challenging
environment that Stellantis’ structural margin improvements and Carlos
Tavares’ obsessive focus on cost will shine through. With the shares
trading at just 3.5x PE the market does not seem to be pricing this in.
During the year EXOR built a 15% stake in Philips, the (rather beleaguered)
Dutch healthcare-focused conglomerate. Philips shares trade c.60%
below their April 2021 high following a disastrous product recall, an FDA
consent decree and unknown potential legal claims relating to concerns
that sound abatement foam within its devices could disintegrate and
cause health problems. We believe the investment meets the key criteria
EXOR were looking for: reducing the cyclicality of EXOR’s NAV exposure;
gaining influence without paying a control premium, with potential further
capital allocation opportunities if the company were to raise equity; and
significant self-help opportunities that EXOR can push to support from the
board – from improving governance, to improving operational procedures
and longer term questions about unlocking value from the Personal Health
(toothbrushes/shavers) business that has limited synergies with the rest of
the group.
Despite its strong NAV performance, EXOR’s discount remains wide at
43%. In recognition of this fact the company recently launched a €1bn
(5% market cap) buyback program, €750m of which will be structured as
a Dutch tender offer. We will not be taking part, having already reduced
the position materially earlier in the year to free up capital for new ideas.
Indeed, notwithstanding the reduction in our position, we believe the
outlook for NAV growth and discount narrowing to be attractive.
Classification
Holding Company
% of net assets
1
2.0%
Discount
-43%
% of investee company
0.1%
Total return on position FY23
(local)
2
20.7%
Total return on position FY23 (GBP)
19.8%
Contribution (GBP)
3
147bps
ROI since date of initial purchase
4
42.5%
EXOR
CONTRIBUTORS
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
AVI Global Trust plc / Annual Report 2023
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Source / Philips UK and Ireland
EXOR/Philips
Philips is a Dutch healthcare-focused
conglomerate, in which EXOR built a 15%
stake in 2023. The shares trade c.60%
below their April 2021 high following high-
profile issues with the disintegration of sound
abatement foam within its devices causing
possible health issues. The investment
diversifies the cyclicality of EXOR’s NAV
and offers ample opportunity for EXOR to
add value as an engaged and active board
member – from improving governance, to
improving operational procedures and longer
term questions about unlocking value from
the Personal Health business.
% OF NET ASSETS
2.0%
AVI Global Trust plc / Annual Report 2023
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1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions will not equal
quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106 for
further details.
* The weight shown reflects the long exposure calculated from the shares underlying
the swaps.
Wacom was your Company’s second largest detractor in 2023, reducing
returns by -78 bps. Wacom is a Japan-listed company which holds
c.60% global market share in the niche market of tablets and pens for
professional use, designed to emulate the feel of pen and paper while
drawing on a screen. AGT has invested in Wacom since August 2021
and has experienced a total return of -30.4% over this period.
Weak consumer sentiment and inflation in the North American and
European regions, as well as semiconductor-related logistics disruptions,
created significant headwinds for the consumer electronics industry.
Wacom’s flagship LCD graphic tablets were particularly affected by the
economic downturn due to their relatively long replacement cycle of
approximately five years, which has been prolonged further due to the
deterioration of consumer sentiment.
In May 2023, Wacom’s management disclosed a recovery plan to respond
to this situation, announcing eight measures, including improving cash flow
by significantly reducing inventories and increasing unit prices by up to
30%.
Dissatisfied with Wacom’s performance, AVI has been strengthening its
engagement with members of the Board, engaging on average at least
once a month. Following these dialogues, the company announced a new
share buyback, totalling up to JPY20bn to date. Out of the total buyback
budget, approximately JPY14bn has not yet been implemented, equivalent
to 15.1% of the company’s market capitalisation. These buybacks are
expected to be undertaken by the end of March 2025.
While peer forward EV/EBIT multiples average 16x, Wacom’s EV/EBIT
multiple based on company targets for the financial year ending March
2025 is 11x and just 8x for the following year. There has been no significant
change in the company’s global positioning through the Covid-19 period,
and the company plans to launch a series of new products, including
the Wacom One series, from early autumn 2023, indicating that it is
implementing measures to stimulate consumer demand.
Overall, we expect the digitisation of the global design market to continue,
and remain confident that Wacom, in its position as market leader, will be
at the forefront of innovation in this segment.
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
Classification
Asset-backed Special Situation
% of net assets
1
2.3%
Discount
-38%
% of investee company
4.7%
Total return on position FY23
(local)
2
-13.7%
Total return on position FY23 (GBP)
-23.3%
Contribution (GBP)
3
-78bps
ROI since date of initial purchase
4
-30.5%
Brookfield Corporation was our largest detractor over the financial year,
reducing NAV by 103bps. Note that this figure is the aggregated net
impact from the long position in Brookfield Corporation and the short
positions in index and underlying holdings established as hedges.
To recap, AGT acquired a position in what was then called Brookfield
Asset Management in December 2022 ahead of the spin-off of a 25%
stake in its asset management business. What was Brookfield Asset
Management has been renamed Brookfield Corporation (BN); the
spun-off asset management business has taken on the name of its
parent company (BAM).
Our research highlighted that BAM (as it was) was trading at a dislocated
valuation and that either (i) the asset management business was being
valued on too cheap a multiple or (ii) the discount on the other assets was
too wide. Share price moves subsequent to the spin-off proved the latter
to be the case, and we sold our stake in the spun-off asset-management
business to acquire more of the more attractively-valued Brookfield
Corporation.
We have taken out short positions in most of the listed underlying
holdings (Brookfield Asset Management, Brookfield Renewable Partners,
and Brookfield Infrastructure Partners), accounting for 54% of NAV at
the time of writing. In doing so, our exposure is limited to the underlying
unlisted assets and will mean that a higher proportion of our prospective
returns will come from discount moves than would otherwise be the case.
The main unlisted assets to which we are exposed are Brookfield
Corporation’s real estate holdings which account for 36% of NAV at the
current reported valuation. There is considerable scepticism around this
valuation given the headwinds facing office properties due to work-from-
home trends and regulatory-driven upgrades to environmental standards.
Indeed, much of the company’s properties are in office and retail. We
understand these concerns but we contend that, with a materially negative
value implied on the real estate by Brookfield Corporation’s share price, the
shares are attractively valued. To illustrate this, the equity value for the real
estate could be cut by 75% and the discount to NAV on which Brookfield
Corporation trades would still be almost 30%.
Management have several levers to pull to address the undervaluation.
These include further spin-offs of the remaining 75% stake in Brookfield
Asset Management and more aggressive share buybacks.
Classification
Holding Company
% of net assets
1
5.1%*
Discount
-48%
% of investee company
nm
Total return on position FY23
(local)
2
nm
Total return on position FY23 (GBP)
nm
Contribution (GBP)
3
-103bps
ROI since date of initial purchase
4
-13.0%
Brookfield
(Long Brookfield Corp/Short Listed Underlyings)
DETRACTORS
Wacom
AVI Global Trust plc / Annual Report 2023
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1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions will not equal
quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106 for
further details.
Third Point Investors (TPOU) was, for the second consecutive year, one
of the largest detractors from overall returns. Weak NAV performance
(-2%) compounded with a widening discount (-17% to -20%) to produce
a -6% decline in share price, far behind the returns of the S&P 500 (+21%)
and the MSCI AC World Index (+21%). Returns for AGT in Sterling were
depressed further by GBP strength vs the US Dollar.
Low double-digit positive returns from the credit book were insufficient
to offset weak returns from the equity exposure where the Manager
underperformed on both long and short exposures.
TPOU’s short- and long-term performance track record is now deeply
uninspiring with the vehicle having outperformed the S&P 500 in just four
out of seventeen calendar years and far behind the index over all time
periods to 30 September 2023. Over ten years, an annualised NAV total
return of +4.4% falls well short of the +11.9% from the S&P 500 and the
+8.3% from the MSCI World. While NAV volatility has generally been lower
than equity indices, we do not believe that offers any great appeal for
potential buyers of what has almost always been a majority equity-exposed
strategy.
Shareholders may recall that AGT also owned a direct position in the
Third Point Offshore Master Fund that underlies TPOU. This was acquired
as a result of our participation in an exchange facility offered to TPOU
shareholders in early 2022 that allowed qualifying shareholders to
exchange a portion of their TPOU shareholding for shares in the Master
Fund at a 2% discount to NAV. This saw 43% of our position exchanged
for shares in the Master Fund, and we have since redeemed this holding at
the maximum permissible rate and exited entirely in June 2023.
For our remaining position in TPOU, we draw some solace from the tender
offer for 25% of the company’s shares scheduled for Q2 2024. This is
triggered if the average discount for the six months to the end of March
2024 exceeds 10%. Given that the current discount is 21%, we do not see
any plausible scenario in which this tender offer will not be triggered. We
plan to participate in full.
We expect the tender offer to be over-subscribed, leaving the fund not only
25% smaller in terms of net assets, but with the market aware of a large
overhang of selling pressure. With no further exit opportunity until March
2027 and with an increased exposure to private investments, we would be
surprised if the discount did not widen materially post-tender.
In this scenario, it is entirely appropriate that the share buyback
programme should continue given the high return on investment from
share repurchases, but we are mindful that this will have a further
deleterious impact on already woeful liquidity. We expect to see the
company then limp on until the next discount-contingent tender offer (at
a tighter threshold of 7.5%) scheduled for March 2027 which, barring a
remarkable turnaround in performance and sentiment, is also highly likely
to be triggered. With no further exit opportunities scheduled thereafter, the
discount is likely to widen yet further.
We believe there is a strong case for intervention from the Board to steer
the company away from what seems to be an inevitable course.
DETRACTORS
Classification
Closed-ended Fund
% of net assets
1
2.6%
Discount
-20%
% of investee company
4.1%
Total return on position FY23
(local)
2
-1.1%
Total return on position FY23 (GBP)
-9.5%
Contribution (GBP)
3
-68bps
ROI since date of initial purchase
4
33.2%
Third Point Investors
AVI Global Trust plc / Annual Report 2023
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1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
Aker was also a detractor from returns over the last year. On a total return
basis shares and NAV declined -2.7% and -3.4% respectively with the
discount moving slightly narrower to 24%. From AGT’s perspective this
was exacerbated by a -700bps depreciation of the NOK versus Sterling.
The rather modest year-over-year change in Aker’s share price and NAV
masks greater volatility in oil prices and related equities. From a November
2022 peak, oil prices fell some -24% to a spring trough, only to rally +36%
through to the end of September 2023. Shares in Aker BP (62% of NAV)
were similarly volatile but ended down by -3% on a total return basis.
We continue to believe that oil will play an important and elongated role
in our energy mix in the coming decades. In this context we believe the
prospects for well-managed, low-cost operators with long production
growth schedules such as Aker BP to be attractive. This led us to more
than double our position in Aker since the start of 2020.
Although there is grave uncertainty in the near-term, as evidenced by the
steep decline in oil prices shortly after the end of the financial year, demand
for oil will grow resiliently over the coming decade. A confluence of capital
destruction, ESG policies, and the demise of Shale have firmly put the
power with OPEC+, which has shown considerable appetite for flexing
its muscles over the last twelve months. With limited spare production
capacity and a much-depleted US Strategic Petroleum Reserve, OPEC’s
dominance will be a feature of the coming years.
We expect such an environment to be characterised by generally higher,
albeit likely quite volatile, oil prices. Aker BP will benefit from this, as
they embark on a significant production growth plan. In turn these cash
flows can be returned to Aker through dividends (with Aker BP’s dividend
growing +10% year-over-year) and invested in higher growth/higher
terminal value businesses. Over the last year, Aker have experienced some
road bumps in this regard, with shares in Aker Horizons, the renewables
holding company established in 2020, declining by some two-thirds
(and now accounting for just 3% of NAV). This speaks to the operational
complexity of solving the climate crisis and the capital required to get there
– something which becomes more relevant when risk free rates are no
longer zero.
DETRACTORS
Classification
Holding Company
% of net assets
1
6.3%
Discount
-24%
% of investee company
1.7%
Total return on position FY23
(local)
2
-2.3%
Total return on position FY23 (GBP)
-7.8%
Contribution (GBP)
3
-61bps
ROI since date of initial purchase
4
75.4%
Aker ASA
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
AVI Global Trust plc / Annual Report 2023
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Source / Aker BP
Aker ASA/Aker BP
Aker BP is a listed E&P company operating
on the Norwegian Continental Shelf. The
company is a low-cost-low-emission oil
producer, with an attractive production growth
schedule. We believe oil will likely play an
important and extended role in the energy
transition.
% OF NET ASSETS
6.3%
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Having been the most significant detractor from returns last year, IAC –
the North American holding company controlled by Barry Diller – was also
a detractor from returns this year. Over the course of the year the shares
declined -9%, as a -15% decline in the NAV was partially sheltered by
a narrowing of the discount from 41% to 37%.
In last year’s Annual Report we wrote: “So what’s gone wrong? The short
answer is lots”. This year fewer things have gone wrong, and there are
green shoots of improvement, but nothing has gone right as such, and
investors remain highly sceptical about the extent to which key assets
Angi (12% of NAV) and Dotdash Meredith (10%) can drive both top and
bottom-line growth.
In IAC CEO Joey Levin’s quarterly letter at the start of the year, he talked
of a “back to basics” strategy. This has clearly been evidenced at Angi, the
home services marketplace. Since becoming CEO of Angi a little under
a year ago, Levin has steadied the ship. Measures to reduce the cost
structure have been implemented. There have been meaningful reductions
in sales team headcount, and over the first half of 2023 capex has been
cut by nearly two-thirds. He has started to simplify the product offering and
ambition, turning losses from Services from -$13m in the second quarter
of 2022 to profits of +$2m this year, as they exit un-economic offerings.
Arguably this is the “easy” bit and the next stage of showing the business
can successfully drive top-line growth is the hard bit – with the jury very
much still out as to whether this is possible. That said, the “easy” bit is not
to be sniffed at – after all the company churned through three CEOs in five
years who couldn’t do it! With earnings starting to ramp up, we believe
this creates a base from which value can be grown and extracted. At the
current $1.1bn enterprise value – which equates to 0.7x trailing sales and
~8x next year EBITDA – we believe the business could be of interest to
financial buyers given the attractive cash generative nature of the core Ads
& Leads business and room for cost cutting from non-core areas. This
would be an attractive outcome for IAC shareholders, giving the company
significant capital to allocate. Alternatively, although sceptical, we remain
open minded to Joey Levin continuing to drive fundamental improvements,
re-igniting growth and margins – something to which the market doesn’t
appear to be assigning a high probability.
Turning to Dotdash Meredith (10% of NAV) – the digital media company
that was established in 2021 when IAC’s Dotdash acquired the storied
media brands of the Meredith Corporation – there are also signs of
improvement. Whilst 2022 had always been billed as a transition year, a
deterioration in ad markets, compounded by a much slower and more
complex than anticipated integration, meant the first twelve months of
ownership were ones to forget. In 2023 the integration issues are now
behind them, with the focus now solely on navigating a challenging
macro environment. In aggregate, management describe the ad market
as being in a state of “stable weakness”, albeit with significant variation
by category. We remain somewhat cautious on the heavy lifting that the
second half of the year will have to do for Dotdash Meredith to reach
management guidance of $250-300m adjusted EBITDA but, given the high
incremental margins the business earns, are excited about the prospects
for meaningful recovery in earnings and growth over the medium term –
validating the acquisition.
Whilst at 37% the discount is narrower than it was a year ago, it
remains wide both in absolute terms and relative to history. As the
“anti-conglomerate conglomerate” with a history of spinning assets to
shareholders, which acts as a pull to par, we believe the fair discount is
much closer to zero. Combined with the prospects for improved earnings
growth, prospective returns appear attractive. Management seem to agree,
having bought back 3.7% of shares outstanding between February and
May 2023. With net cash equalling c.18% of market cap, we believe there
should be more of this.
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
Classification
Holding Company
% of net assets
1
3.3%
Discount
-37%
% of investee company
1.0%
Total return on position FY23
(local)
2
-26.3%
Total return on position FY23 (GBP)
-17.4%
Contribution (GBP)
3
-55bps
ROI since date of initial purchase
4
-41.9%
IAC
DETRACTORS
1
For definitions, see Glossary on pages 103 to 106.
2
Weighted returns adjusted for buys and sells over the year.
3
Figure is an estimate by the managers and sum of contributions
will not equal quoted total return over the financial year.
4
Figure quoted in GBP terms. Refer to Glossary on pages 103 to 106
for further details.
AVI Global Trust plc / Annual Report 2023
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Source / Turo
IAC/Turo
Turo is the world’s largest car-sharing
marketplace with operations across the US,
Canada, the UK, France, and Australia. Turo
is aiming to put the world’s 1.5bn cars to
better use, giving hosts the ability to rent
out their idle vehicles, and offering users
an unparalleled and convenient assortment
of vehicles. The company boasts a large
addressable market, strong network effects
and attractive unit economics.
% OF NET ASSETS
3.3%
AVI Global Trust plc / Annual Report 2023
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Source / Comunicación Corporativa FEMSA
CATALYSTS TO UNLOCK & GROW VALUE
At Asset Value Investors we have followed
the same distinct strategy since 1985. We
invest in:
1.
Durable businesses that will grow in value;
2.
Trading at discounted valuations;
3.
With catalysts to unlock and grow value.
Over the last year FEMSA, the Mexican family-
controlled holding company, has been one of
our strongest performers, taking considerable
steps to unlock the sum-of-the-parts discount
at which it trades.
The group structure – which entailed listed stakes in Heineken and
Coca Cola FEMSA, the world’s largest coke bottling business, as
well as an array of smaller unlisted assets – was overly complex and
highly ineffi cient. As such FEMSA traded at a meaningful conglomerate
discount, which expanded as group complexity increased, and
investors grew frustrated at the non-sensical structure.
In 2022 FEMSA announced a “comprehensive strategic review”, which
led us to increase our position.
In February 2023, the company concluded its strategic review,
announcing plans to simplify the group structure, monetise non-
core assets and refocus on its core business. Most importantly, the
company announced plans to exit its stake in Heineken, which prior
to the announcement was worth some $7.4bn, or c.28% of FEMSAs
market cap.
Following two accelerated book builds in February and May, FEMSA
has now fully exited Heineken (bar €500m of shares underlying an
exchangeable bond). In addition, FEMSA announced the sale of Jetro
Restaurant Depot for $1.4bn and in August it was announced that
Envoy Solutions would merge with BradyIFS, as a fi rst step in FEMSA
exiting the business, with a $1.7bn cash infl ow and a 37% stake in the
combined entity.
We believe the simplifi ed structure is likely to attract a lower
conglomerate discount, and the company has “excess” capital
approaching 20% of its market cap, which we are encouraging
management to return to shareholders in the form of buybacks.
Investment Review / Investment Manager’s Report continued
Portfolio Review continued
AVI Global Trust plc / Annual Report 2023
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Outlook
In last year’s outlook we wrote “after a year of unprecedented fi scal
and monetary stimulus in 2021, developed economies are now
waking up to the consequences: entrenched infl ation, or a potential
recession to combat it”. In many ways this still applies – infl ation and
recession continue to dominate investor thinking. The macroeconomic
environment has been and remains, decidedly tricky, with a multitude
of headwinds and risks.
Now, just as then, we remain focused on the bottom-up. In this regard
it is an environment we relish. Discounts, as evidenced by the 37%
portfolio weighted average discount*, have widened considerably to
levels comparable to those observed in the global fi nancial crisis and
the Eurozone crisis. Importantly, we are seeing attractive opportunities
in all parts of the equity market in which we fi sh. This is an idea rich
environment that is conducive to our style of investing.
We believe that stock picking, active engagement, and a focus on
investments with explicit catalysts stand us in good stead to drive
healthy absolute and relative returns. So, whilst the near term is
uncertain, we are increasingly enthused about long-term prospective
returns.
Joe Bauernfreund
Chief Executive Of cer
Asset Value Investors Limited
9 November 2023
Outlook
JOE BAUERNFREUND
CEO
TOM TREANOR
Head of Research
* Discount as at 31 October 2023.
AVI Global Trust plc / Annual Report 2023
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Governance / Directors
Committee:
D NMA
Date of Appointment:
April 2017
Appointed Committee Chairman:
June 2017 (Audit), February 2023 (Nomination)
External Appointments:
Non-Executive Director and Audit Committee
Chairman of The Diverse Income Trust plc,
The Bank of London and The Middle East plc,
Ghana International Bank plc, abrdn Private
Equity Opportunities Trust plc and Baring
Emerging EMEA Opportunities plc*. Non-
Executive Director of Schroder Unit Trusts
Limited and Schroder Pension Management
Limited. He is also Chairman of The Tarbat
Discovery Centre (a Pictish museum) and a
trustee of Suffolk Wildlife Trust.
Experience and Contribution:
A qualified accountant with over 25 years’
experience in the financial services industry,
including 21 years as audit partner at Deloitte
LLP, specialising in the asset management sector.
Calum has wide ranging experience in auditing
companies in the asset management sector and
latterly as a non-executive director and audit
committee chairman. He is fully qualified to lead
the Company’s Audit Committee.
Last re-elected to the Board:
2022
Annual Remuneration:
£41,500
Employment by the Investment Manager:
None
Other connections with the
Company or Investment Manager:
None
Shared Directorships with any
other Company Directors:
None
Shareholding in Company
:
44,490 Ordinary Shares
Attendance at meetings
Name Board Audit
Management
Engagement Nomination Disclosure
Graham
Kitchen* 4(5) 3(4) 1(2) 3(3) – (–)
Anja
Balfour 5(5) 4(4) 2(2) 3(3) – (–)
Neil
Galloway 5(5) 4(4) 2(2) 3(3) – (–)
June
Jessop** 3(3) 2(2) 2(2) 1(1) – (–)
Calum
Thomson 5(5) 4(4) 2(2) 3(3) – (–)
Susan
Noble*** 2(2) 2(2) – (–) 2(2) – (–)
The number in brackets denotes the number of
meetings each was entitled to attend. The Disclosure
Committee did not meet during the period.
* Mr Kitchen was unable to attend the May 2023
meetings as he had been admitted to intensive
care that week.
** Appointed 1 January 2023.
*** Retired 20 December 2022.
As at 9 November 2023.
* Mr Thomson intends to step down from his
position as Non-Executive Director and Audit
Committee Chairman of Baring Emerging EMEA
Opportunities plc in the near future.
Committee:
D NMA
Graham Kitchen succeeded Susan Noble as
Chairman in December 2022.
Date of Appointment:
January 2019
External Appointments:
Interim Global Head of Investment Strategy of
Perpetual Group, Chairman of Perpetual Asset
Management UK Limited and Trillium Asset
Management UK Ltd, Non-Executive Director of
The Mercantile Investment Trust plc and Places
for People.
Experience and Contribution:
Over 25 years’ experience as an investment
manager at Invesco, Threadneedle and, until
March 2018, Janus Henderson, where he was
Global Head of Equities. He was previously
Chair of the Investment Committee for the
Cancer Research Pension Fund, member of the
investment committee of Independent Age and
Chairman of Invesco Select Trust plc. Graham
is an experienced fund manager and Head of
Investments and brings to the Board experience
both of managing investments and of managing
teams of investment managers.
Last re-elected to the Board:
2022
Annual Remuneration:
£53,000
Employment by the Investment Manager:
None
Other connections with the
Company or Investment Manager:
None
Shared Directorships with any
other Company Directors:
None
Shareholding in Company
:
109,500 Ordinary Shares*
* 33,250 held by Jane Kitchen.
Committee membership key
Chairman
Member
A
Audit Committee
M
Management Engagement Committee
N
Nomination Committee
D
Disclosure Committee
GRAHAM KITCHEN CALUM THOMSON FCA
Independent Non-Executive
Chairman
Senior Independent Non-Executive
Director
Your Board
AVI Global Trust plc / Annual Report 2023
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Committee:
D NMA
Date of Appointment:
January 2018
External Appointments:
Chairman of The Global Smaller Companies
Trust plc, a member of the Finance and
Corporate Services Committee of Carnegie UK
Trust and Non-Executive Director of Scottish
Friendly Assurance Society.
Experience and Contribution:
Over 20 years’ experience in managing
Japanese and International Equity portfolios for
Stewart Ivory, Baillie Gifford and Axa Framlington.
Previously Chairman of Schroder Japan Growth
Fund plc, a trustee of Venture Scotland and
a Non-Executive Director of Martin Currie
Asia Unconstrained Trust plc. Anja brings to
the Board experience of managing Japanese
portfolios, which is particularly relevant to the
Company’s Japanese equity investments, along
with experience of broader international funds
and, in recent years, as a non-executive director.
Last re-elected to the Board:
2022
Annual Remuneration:
£34,000
Employment by the Investment Manager:
None
Other connections with the
Company or Investment Manager:
None
Shared Directorships with any
other Company Directors:
None
Shareholding in Company
:
36,500 Ordinary Shares
Committee:
D NMA
Date of Appointment:
September 2021
Appointed Management Engagement
Committee Chairman:
February 2023
External Appointments:
Chief Financial Officer of Pepco Group N.V.
Experience and Contribution:
25 years’ experience living and working
internationally. Currently based in London, he
has spent most of his career working in Asia but
also has experience in the Americas, Europe
and the Middle East. Following a successful
banking career, he has held senior finance and
management roles, almost entirely with or for
family-controlled companies, overseeing finance,
treasury, risk management, legal, IT, projects
and business development, with experience in
significant business transformation programmes
in large and complex businesses. He was
previously Executive Vice President of IWG PLC
and an Executive Director and CFO of DFI Retail
Group Holdings Limited based in Hong Kong.
His industry experience spans banking, hospitality,
retail (mass market, luxury and franchise
operations), real estate and services industries.
Last re-elected to the Board:
2022
Annual Remuneration:
£34,000
Employment by the Investment Manager:
None
Other connections with the
Company or Investment Manager:
None
Shared Directorships with any
other Company Directors:
None
Shareholding in Company
:
40,000 Ordinary Shares
Committee:
D NMA
Date of Appointment:
January 2023
External Appointments:
N/A
Experience and Contribution:
Previously Senior Business Manager at
Stewart Investors and a member of the EMEA
Management Committee of First Sentier
Investors (of which Stewart Investors is a sub-
brand). June has spent 30 years in financial
services, gaining broad experience in portfolio
management, client relationship, business
development and, latterly, general management
roles. She has been an investment manager for
institutions, charities and private clients, including
managing assets of an investment trust and
investing in investment trusts on behalf of clients.
Elected to the Board:
2023
Annual Remuneration:
£34,000
Employment by the Investment Manager:
None
Other connections with the
Company or Investment Manager:
None
Shared Directorships with any
other Company Directors:
None
Shareholding in Company
:
28,000 Ordinary Shares
ANJA BALFOUR
NEIL GALLOWAY JUNE JESSOP
Independent Non-Executive
Director
Independent Non-Executive
Director
Independent Non-Executive
Director
AVI Global Trust plc / Annual Report 2023
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G
The Directors present their report and the
audited financial statements for the year ended
30 September 2023.
Status
The Company is registered as a public limited company as defined by the
Companies Act 2006 and is an investment company under Section 833 of
the Companies Act 2006. It is a member of the Association of Investment
Companies (AIC).
The Company has been approved as an investment trust under Sections
1158/1159 of the Corporation Tax Act 2010. The Directors are of the
opinion, under advice, that the Company continues to conduct its affairs
as an Approved Investment Trust under the Investment Trust (Approved
Company) (Tax) Regulations 2011.
The Company’s Investment Manager is authorised as an AIFM by the
Financial Conduct Authority under the AIFMD regulations. The Company
has provided disclosures on its website, www.aviglobal.co.uk/
disclosures, incorporating the requirements of the AIFMD regulations.
Review of the Year
A review of the year and the outlook for the forthcoming year can be found
in the Strategic Report and Investment Manager’s Review.
Investment Objective, Policy and Restrictions
The objective of the Company is to achieve capital growth through
a focused portfolio of investments, particularly in companies whose
shares stand at a discount to estimated underlying net asset value.
Investments are principally in companies listed on recognised stock
exchanges in the UK and/or overseas, which may include investment
holding companies, investment trusts and other companies, the share
prices of which are assessed to be below their estimated net asset value
or intrinsic worth.
Although listed assets make up the bulk of the portfolio, the Company
may also invest in unlisted assets with the prior approval of the Board.
The Company generally invests on a long-only basis but may hedge
exposures through the use of derivative instruments and may also hedge
its foreign currency exposures.
There are no geographic limits on exposure, as the Company invests
wherever it considers that there are opportunities for capital growth.
Risk is spread by investing in a number of holdings, many of which
themselves are diversified companies.
The Company will not invest in any holding that would represent more
than 15% of the value of its total investments at the time of investment.
Investment Objective, Policy and Restrictions continued
Potential investments falling within the scope of the Company’s investment
objective will differ over the course of market cycles. The number of
holdings in the portfolio will vary depending upon circumstances and
opportunities within equity markets at any particular time.
The Company is able to gear its assets through borrowings which may
vary substantially over time according to market conditions, but gearing
will not exceed twice the nominal capital and reserves of the Company.
Distribution Policy
Dividend Policy
The Company will ensure that its annual dividend each year will be paid
out of the profits available for distribution and will be at least sufficient to
enable it to qualify as an investment trust under the Corporation Tax Act
2010. The Board may elect to pay a special dividend if appropriate.
The Company’s primary objective is to seek returns which may come
from any combination of increases in the value of underlying investments,
a narrowing of discounts to underlying asset value and distributions by
investee companies. The Board does not set an income target for the
Investment Manager.
Frequency of Dividend Payment
The Company will normally pay two dividends per year: an interim dividend
declared at the time that the half year results are announced, and a final
dividend declared at the time that the annual results are announced.
The final dividend will be subject to shareholder approval at the Annual
General Meeting each year.
Buybacks
The Company may also distribute capital by means of share buybacks
when the Board believes that it is in the best interests of shareholders to
do so. Authority to buy back shares is sought from shareholders at each
Annual General Meeting.
Gearing Levels
The Company’s Investment Policy, as disclosed above, permits
a significant level of gearing, as do the Company’s Articles of Association
and the limits set under AIFMD (see the Company’s website
www.aviglobal.co.uk/disclosures).
Under normal market conditions, it is expected that the portfolio will be fully
invested, although net gearing levels may fluctuate depending on the value
of the Company’s assets and short-term movements in liquidity.
The Company’s debt as a percentage of total equity as at 30 September
2023 was 13.7%. Long-term debt comprised five tranches of Loan Notes,
of £30m, €30m, €20m, JPY8bn and JPY4.5bn. The Company also has a
JPY8.0bn unsecured multi-currency revolving credit facility. There were no
drawings on the revolving credit facility as at 30 September 2023.
£’000
Current year revenue available for dividends 20,041
Interim dividend of 1.2p per Ordinary Share paid on 14 July 2023 5,701
Recommended final dividend payable on 4 January 2024 to shareholders on the register as at 1 December 2023 (ex dividend 30 November 2023):
– Final dividend of 2.30p per Ordinary Share 10,514*
– Special dividend of 0.20p per Ordinary Share 914*
17,129
* Based on shares in circulation on 9 November 2023.
Results and Dividends
The Company’s profit for the year was £134,137,000, which included a profit of £18,578,000 attributable to revenue (2022: loss of £(111,026,000) which
included a profit of £16,302,000 attributable to revenue). The profit for the year attributable to revenue has been applied as follows:
Governance / Report of the Directors
AVI Global Trust plc / Annual Report 2023
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The Company’s capital structure comprises
Ordinary Shares and Loan Notes.
Ordinary Shares
At 30 September 2023, there were 507,774,638 Ordinary Shares of 2p
each in issue (2022: 537,052,524 Ordinary Shares) of which 45,600,956
(2022: 45,600,956) were held in treasury and therefore the total voting
rights attaching to Ordinary Shares in issue were 462,173,682.
Income entitlement
The profits of the Company (including accumulated revenue reserves)
available for distribution and resolved to be distributed shall be distributed
by way of interim, final and (where applicable) special dividends among
the holders of Ordinary Shares, subject to the payment of interest to the
holders of Loan Notes.
Capital entitlement
After meeting the liabilities of the Company and the amounts due to Loan
Note holders on a winding-up, the surplus assets shall be paid to the
holders of Ordinary Shares and distributed among such holders rateably
according to the amounts paid up or credited as paid up on their shares.
Voting entitlement
Each Ordinary shareholder is entitled to one vote on a show of hands
and, on a poll, to one vote for every Ordinary Share held.
The Notice of Meeting and Form of Proxy stipulate the deadlines for the
valid exercise of voting rights and, other than with regard to Directors not
being permitted to vote their shares on matters in which they have an
interest, there are no restrictions on the voting rights of Ordinary Shares.
Transfers
There are no restrictions on the transfer of the Company’s shares
other than a) transfers by Directors and Persons Discharging Managerial
Responsibilities and their connected persons during closed periods
under the Market Abuse Regulation or which may constitute insider
dealing, b) transfers to more than four joint transferees and c) transfers
of shares which are not fully paid up or on which the Company has a lien
provided that such would not prohibit dealings taking place on an open
and proper basis.
The Company is not aware of any agreements between shareholders
or any agreements or arrangements with shareholders which would
change in the event of a change of control of the Company.
Loan Notes
At 30 September 2023, there were in issue the following unsecured private
placement notes (the Loan Notes).
Income Estimated
Description Issued entitlement Maturity Fair Value
£30m 4.184% Series A Sterling
Unsecured Loan Notes 2036 15 Jan 2016 4.184% 15 Jan 2036 £25.1m
€30m 3.249% Series B Euro
Unsecured Loan Notes 2036 15 Jan 2016 3.249% 15 Jan 2036 £22.2m
€20m 2.93% Euro Senior
Unsecured Loan Notes 2037 1 Nov 2017 2.93% 1 Nov 2037 £13.9m
JPY8bn 1.38% Senior
Unsecured Loan Notes 2032 6 Jul 2022 1.38% 6 Jul 2032 £40.6m
JPY4.5bn 1.44% Senior
Unsecured Loan Notes 2033 25 Jul 2023 1.44% 25 Jul 2033 £22.8m
The Loan Notes are unsecured. If the Company is liquidated, the Loan
Notes are redeemable by the Company at a price which is in each case the
higher of par and the terms set out in the table below:
Description Redemption terms
£30m 4.184% Series A
Sterling Unsecured Loan Notes
2036
The price at which the Gross Redemption
Yield on the date of redemption is
equivalent to the yield on a reference
UK government bond.
€30m 3.249% Series B Euro
Unsecured Loan Notes 2036
and €20m 2.93% Euro Senior
Unsecured Loan Notes 2037
The price at which the Gross Redemption
Yield on the date of redemption is
equivalent to the yield on a reference
German government bond.
JPY8bn 1.38% Senior
Unsecured Loan Notes 2032
50% of the notional value of the issued
loans could be redeemed at the price
at which the Gross Redemption Yield
on the date of redemption is equivalent
to the yield on a reference Japanese
government bond, while for the 50% of
swapped notes the redemption price is
equivalent to the yield on a reference US
Treasury plus an Applicable Percentage
of 0.5%.
JPY4.5bn 1.44% Senior
Unsecured Loan Notes 2033
The price at which the Gross Redemption
Yield on the date of redemption is
equivalent to the yield on a reference
Japanese government Bond.
Had the Company been liquidated on 30 September 2023, the redemption
premium would have amounted to £14.5m over and above the fair values.
Voting entitlement
The holders of the Loan Notes have no right to attend or to vote at general
meetings of the Company.
Debt Covenants
Under the terms of the Loan Notes, covenants require that the net
assets of the Company shall not be less than £300,000,000 and total
indebtedness shall not exceed 30% of net assets. The Company also has
a short-term JPY8bn multi-currency revolving credit facility, the terms of
which include covenants requiring that the net assets shall not be less than
£300m and the adjusted net asset coverage to borrowings shall not be
less than 4:1.
Significant agreements
Other than the Loan Notes and the revolving credit facility set out above,
the Company is not aware of any significant agreements to which the
company is a party that take effect, alter or terminate upon a change of
control of the company following a takeover bid.
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Directors and Board Structure
The Directors of the Company are listed on pages 52 and 53. All served
throughout the period under review, with the exception of June Jessop,
who was appointed as a non-executive Director on 1 January 2023. Susan
Noble retired from the Board on 20 December 2022.
In accordance with the AIC’s Code of Corporate Governance, as this is
the first AGM since her appointment, June Jessop will stand for election
and the remaining Directors will retire at the forthcoming AGM and offer
themselves for re-election. During the year under review, the annual review
of the Board was facilitated by an external agency, Lintstock Limited. In
reviewing the contribution of each Director, the Board considered the
experience of each Director, as set out under the individual Directors’
biographies on pages 52 and 53 and the ways in which they contributed
to the Board during the year. Having considered the findings of the
annual review, the Board considers that all Directors contribute effectively,
possess the necessary skills and experience and continue to demonstrate
commitment to their roles as non-executive Directors of the Company.
It was therefore agreed that all Directors should stand for election or
re-election as appropriate, and the (re-)election of each of the Directors
is recommended by the Board.
The Company has provided indemnities to the Directors in respect of
costs or other liabilities which they may incur in connection with any claims
relating to their performance or the performance of the Company whilst
they are Directors.
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 for 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 roles and Directors are encouraged to
participate in training courses where appropriate. The Directors have
access to the advice and services of the Company Secretary through its
appointed representative which is responsible to the Board for ensuring
that Board procedures are followed and that applicable rules and
regulations are complied with. The Company Secretary is also responsible
for ensuring good information flows between all parties.
The Directors, in the furtherance of their duties, may take independent
professional advice at the Company’s expense.
The beneficial interests of the current Directors and their connected
persons in the securities of the Company as at 30 September 2023
are set out in the Directors’ Report on Remuneration Implementation
on page 93.
The general powers of the Directors are contained within the relevant
UK legislation and the Company’s Articles of Association. The Directors
are entitled to exercise all powers of the Company, subject to any
limitations imposed by the Articles of Association or applicable legislation.
The Articles of Association may only be amended by way of a special
resolution of shareholders.
Board Independence
The Chairman and all Directors were considered independent of the
Investment Manager at the time of their appointment and, in line with the
guidelines of the AIC Code of Corporate Governance, all continue to be
considered independent.
Policy on Tenure of Directors
The Board has a policy requiring that Directors should stand down after
a maximum of nine years, but will consider the term of the Chairman
separately, taking account of the need for an orderly transition.
It considers that a long association with the Company and experience
of a number of investment cycles can be valuable to its deliberations and
does not compromise a Director’s independence. However, it does also
recognise the need for progressive refreshing of the Board.
Role and Responsibilities of the Chairman
The Chairman leads the Board and is responsible for its overall
effectiveness in directing the affairs of the Company. Key aspects
of the Chairman’s role and responsibilities are to:
Act with objective judgement
Promote a culture of openness and debate
Facilitate constructive Board relations and the effective contribution
of all Directors
Working with the Company Secretary, ensure that all Directors receive
accurate and timely information so that they can discharge their duties
Seek regular engagement with the Company’s shareholders
Act on the results of the annual evaluation of the performance of the
Board, its Committees and individual Directors.
Susan Noble, who was Chairman until 20 December 2022, and Graham
Kitchen, who replaced her following the 2022 AGM, were independent on
appointment and remain independent as set out in the AIC Code.
Role and Responsibilities of the Senior Independent Director
The key elements of the Senior Independent Director’s role are to:
Act as a sounding board for the Chairman
Lead the annual evaluation of the Chairman as part of the annual
evaluation process
In the event of any major difference of opinion on the direction of
the Company, act as an intermediary between the Chairman, other
Directors and the Investment Manager
Provide a conduit for views of shareholders in the event that the usual
channels are not available or not suitable in the circumstances.
Board Committees
The Board has agreed a schedule of matters specifically reserved for
decision by the full Board, subject to which the Board has delegated
specific duties to Committees of the Board which operate within written
terms of reference. The Board considers that, as it is comprised of
independent non-executive Directors, it is not necessary to establish a
separate Remuneration Committee. Each Director abstains from voting
on their individual remuneration.
Link Company Matters Limited acts as Company Secretary to each
Committee. No persons other than the Committee members are entitled
to attend Committee meetings unless formally invited by the Committee.
Copies of the terms of reference for each Board Committee are available
from the Company Secretary and can be found on the Company’s website.
As the Company has only five Directors, all of whom are non-executive,
it is the Board’s policy that all Directors will sit on all Board Committees.
Audit Committee
The Audit Committee met four times in the year under review and held
an additional meeting to receive a presentation from BDO LLP, as
discussed in the Audit Committee report on page 88. The Committee
comprises the whole Board, being independent Directors. All members
of the Committee have recent and relevant financial experience and the
Committee as a whole has competence relevant to the sector in which the
Company operates. The Audit Committee has set out a formal Report on
pages 87 to 89 of the Annual Report.
The Board notes that the AIC Code permits the Chairman of the
Board to be a member of the Audit Committee of an investment trust.
In light of the fact that the Board consists of only five members and
recognising the Chairman’s long experience in investment management,
the Audit Committee resolved to continue the Chairman’s appointment
to the Committee.
Governance / Report of the Directors continued
AVI Global Trust plc / Annual Report 2023
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Management Engagement Committee
The Management Engagement Committee meets at least once each
year and comprises the whole Board, being independent Directors.
The Committee was previously chaired by the Chairman of the Board,
but during the year, Mr Galloway was appointed as Chairman of the
Management Engagement Committee. The main functions of the
Committee are to define the terms of the Investment Management
Agreement (IMA), ensuring that the Investment Manager follows good
industry practice, is competitive and continues to act in the best interests
of shareholders. The Committee monitors the Investment Manager’s
compliance with the terms of the IMA and the Investment Manager’s
performance.
The Committee also reviews the services and performance of the Company’s
other third-party service providers. The Committee has a procedure for
formal annual reviews of all service providers and also occasionally carries
out further, ad hoc, reviews as it deems to be necessary.
Nomination Committee
The Nomination Committee comprises the whole Board. The Committee
was previously chaired by the Chairman of the Board, but during the year
Mr Thomson was appointed as Chairman of the Nomination Committee.
The Nomination Committee convenes to undertake the annual appraisal
of the performance of the Board, its Committees and the Directors and,
if agreed, to propose the re-election of the Directors, each of whom will
retire at the AGM. The Nomination Committee maintains a matrix which
summarises the key skills and experience of each Director and which is
reviewed at least once per year. This skills matrix is a key element of the
process of ensuring that the Board has an appropriate mix of skills and
experience and will be used when considering longer-term succession
plans, as well as identifying any areas which may require strengthening.
The matrix would also be taken into account when compiling the
specification for candidates for new Board appointments.
The Nomination Committee also meets to consider succession plans and
the appointment of new Directors to the Board. Candidates for nomination
may be sourced from outside the Company using third-party search and
selection services, as well as potential candidates known to Directors
through their extensive knowledge of the industry.
As discussed in the 2022 Annual Report, the Nomination Committee
managed a search and selection process for a new non-executive Director,
which was concluded during the year under review. Sapphire Partners
had been appointed to assist with the search and they produced a long
list of candidates for the role of non-executive Director and a number
were selected for interview by the Nomination Committee. Following this
process, June Jessop was appointed as a non-executive Director. The
Board confirms that it considers June Jessop able to devote sufficient time
to the Company’s affairs. There is no connection between the Directors or
the Company and Sapphire Partners.
Disclosure Committee
A Disclosure Committee, comprising all Directors, meets when required
to ensure that inside information is identified and disclosed, if necessary,
in a timely fashion in accordance with relevant law and regulation.
Due to the necessity for meetings to be called on short notice, the
quorum for the Committee is two members, one of whom shall be
either the Chairman, the Chairman of the Audit Committee or the
Senior Independent Director.
Diversity
The Company is committed to ensuring that any vacancies arising are filled
by the most qualified candidates. The Board has adopted a diversity policy,
which acknowledges the benefits of diversity, and remains committed
to ensuring that the Company’s Directors bring a wide range of skills,
knowledge, experience, backgrounds and perspectives to the Board.
Diversity continued
Whilst the Board does not feel that it would be appropriate to set targets
as all appointments are made on merit, the following objectives for the
appointment of Directors have been established: (i) all Board appointments
will be made on merit, in the context of the skills, knowledge and
experience that are needed for the Board to be effective; and (ii) long lists
of potential non-executive Directors should include diverse candidates of
appropriate merit.
The Board notes the new FCA rules on diversity and inclusion on company
boards, namely that from accounting periods commencing on or after
1 April 2022 included in Listing Rule 9.8.6 (9-11):
At least 40% of individuals on the Board to be women;
At least one senior Board position to be held by a woman; and
At least one individual on the Board to be from a minority ethnic
background.
In accordance with Listing Rule 9 Annex 2.1, the below tables, in
prescribed format, show the gender and ethnic background of the
Directors at the year-end.
Gender identity or sex
Number of
Number of Percentage senior
Board on the positions on
members Board the Board
Men 3 60% 2
Women 2 40%
Not specified/prefer not to say
Ethnic background
Number of
Number of Percentage senior
Board on the positions on
members Board the Board
White British or other White
(including minority white groups) 5 100% 2
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
The data in the above tables was collected through self-reporting by the
Directors, who were asked to indicate which of the categories specified in
the prescribed tables were most applicable to them.
As an externally managed company, the Company does not have any
employees. The Board acknowledges the importance of diversity for the
effective functioning of the Board which helps create an environment
for success and effective decision making. The Board is aware of the
recommendations of the Hampton-Alexander Review on gender diversity
and the Parker Review on ethnic diversity and inclusion on company
boards. The Company is pleased to have met the target for at least 40%
of individuals on the Board to be women but does not currently meet the
targets for at least one senior Board position to be held by a woman and at
least one individual on the Board to be from a minority ethnic background.
The targets have been and will continue to be taken into consideration
in respect of the recruitment of all new Directors of the Company. The
Board’s decision to appoint June Jessop as a Director during the year
under review was due to the Directors believing that she was the strongest
candidate available to fill the vacancy.
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As the Board is made up wholly of non-executive Directors it only has two
roles which are classed in the UK Listing Rules as “senior”, namely the
Chairman and Senior Independent Director. At present neither of these
roles is filled by a female Director. The Board is focused on addressing all
of the relevant targets and, through its Nomination Committee, will keep
these matters under regular review and will take account of the targets
when appointing further Board members in the future.
Management Arrangements
AVI, the Investment Manager, is the Company’s appointed AIFM, and
is engaged under the terms of an IMA dated 17 July 2014. The IMA is
terminable by six months’ notice from either party, other than for “cause”.
During the year under review, the Investment Manager was entitled to
an annual management fee of 0.70% of the net assets of the Company,
up to £1bn and 0.60% for that proportion of assets above £1bn.
J.P. Morgan Europe Limited was appointed as Depositary under an
agreement with the Company and AVI dated 2 July 2014, and is paid
a fee on a sliding scale between 1.00 basis points and 1.95 basis points
based on the assets of the Company. The Depositary Agreement is
terminable on 90 calendar days’ notice from either party.
JPMorgan Chase Bank, National Association, London Branch, has been
appointed as the Company’s Custodian under an agreement dated
2 July 2014. The agreement will continue for so long as the Depositary
Agreement is in effect and will terminate automatically upon termination
of the Depositary Agreement, unless the parties agree otherwise.
Link Company Matters Limited was appointed as corporate Company
Secretary on 1 April 2014. The current annual fee is £87,637, which is
subject to an annual RPI increase. The Agreement may be terminated
by either party on six months’ written notice.
During the year under review, the Board resolved that certain fund
administration services, which previously had been sub-contracted
by AVI, should instead be directly contracted by the Company. A contract
was entered into with Link Asset Services with effect from 1 April 2023 with
an annual fee of £138,508. This fee is subject to an annual increase linked
to the UK RPI.
Continuing Appointment of the Investment Manager
The Board keeps the performance of the Investment Manager under
continual review, and the Management Engagement Committee conducts
an annual appraisal of the Investment Manager’s performance, and makes
a recommendation to the Board about the continuing appointment of the
Investment Manager. It is the opinion of the Directors that the continuing
appointment of the Investment Manager is in the interests of shareholders
as a whole. The reasons for this view are that the Investment Manager has
executed the investment strategy according to the Board’s expectations
and has produced positive returns relative to the broader market and the
comparator benchmark.
Corporate Governance
The Listing Rules and the Disclosure Guidance and Transparency Rules
(Disclosure Rules) of the UK Financial Conduct Authority require listed
companies to disclose how they have applied the principles and complied
with the provisions of the corporate governance code to which the issuer is
subject. The provisions of the UK Corporate Governance Code (UK Code)
issued by the Financial Reporting Council (FRC) in July 2018 are applicable
for the year under review. The related Code of Corporate Governance (AIC
Code) issued by the AIC in February 2019 addresses all of the principles
set out in the UK Code, as well as setting out additional principles and
recommendations on issues that are specific to investment trusts. The FRC
has confirmed that AIC member companies which report against the AIC
Code and which follow the AIC Guide will meet the obligations in relation
to the UK Code and associated disclosure requirements of the Disclosure
Rules. The Board considers that the principles and recommendations of
the AIC Code provide the most appropriate framework for the Company’s
governance.
The AIC Code can be viewed at www.theaic.co.uk
The UK Code can be viewed at www.frc.org.uk
The Board considers that reporting against the principles and
recommendations of the AIC Code (which incorporates the UK Code)
provides shareholders with full details of the Company’s Corporate
Governance compliance.
Throughout the year ended 30 September 2023, the Company has
complied with the provisions of the AIC Code and the relevant provisions
of the UK Code, except as set out in this paragraph. As the entire Board
is non-executive and consists of only five members, the Board does
not have a separate Remuneration Committee. The UK Code includes
provisions relating to the role of the Chief Executive, executive Directors’
remuneration and the need for an internal audit function. For the reasons
set out in the AIC Code, and as explained in the UK Code, the Board
considers that these provisions are not relevant to the position of the
Company, being an externally managed investment company. In particular,
all of the Company’s day-to-day management and administrative functions
are outsourced to third parties. As a result, the Company has no executive
directors, employees or internal operations and as such the Directors do
not determine the need for an internal audit function to be practicable or
necessary. The Company has therefore nothing to report in respect of
these provisions.
The table below sets out information required under Provision 1 of the
UK Code and how it is disclosed in this Annual Report:
Governance / Report of the Directors continued
How opportunities and risks to the future success of
the business have been considered and addressed
An overview of the Company’s performance is set out in the Chairman’s Statement, and a
more detailed review is set out in the Investment Manager’s Review. A detailed review of risk
management is set out on pages 12 to 15.
The sustainability of the company’s business model The sustainability of the business model is set out in the Viability Statement on page 63.
How its governance contributes to the delivery
of its strategy
The approach to governance is set out in this section of the Annual Report, in particular the
section 172 statement on pages 16 to 18 and the description of the Board structure on page
56.
AVI Global Trust plc / Annual Report 2023
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Set out below are full details of how the Company has applied the Principles of the AIC Code:
AIC Code Principle Compliance Statement
A A successful company is led by an effective
board, whose role is to promote the long-
term sustainable success of the company,
generating value for shareholders and
contributing to wider society.
In managing the Company, the aim of the Board and of the Investment Manager is always to
ensure the long-term sustainable success of the Company and, therefore, the likely long-term
consequences of any decision are a key consideration.
Both the Board and AVI recognise that social, human rights, community, governance and
environmental issues have an effect on its investee companies. The Board supports AVI in its
belief that good corporate governance will help to deliver sustainable long-term shareholder
value. AVI is an investment management firm that invests on behalf of its clients and its primary
duty is to produce returns for its clients. AVI seeks to exercise the rights and responsibilities
attached to owning equity securities in line with its investment strategy. A key component of AVI’s
investment strategy is to understand and engage with the management of public companies.
More information on the Company’s long-term performance record can be found on page 5
and more details of AVI’s ESG Policy are on pages 26 to 29 of this Report.
B The board should establish the company’s
purpose, values and strategy, and satisfy
itself that these and its culture are aligned.
All directors must act with integrity, lead by
example and promote the desired culture.
The purpose of the Company is to achieve capital growth through a focused portfolio of mainly
listed investments, particularly in companies whose shares stand at a discount to estimated
underlying net asset value.
More information on our culture and how it is aligned with the Company’s purpose and strategy
can be found under Culture and Values on page 16 of this Report.
C The board should ensure that the necessary
resources are in place for the company
to meet its objectives and measure
performance against them. The board should
also establish a framework of prudent and
effective controls, which enable risk to be
assessed and managed.
The Directors regularly consider the Company’s financial position in the context of its business
model, the balance sheet, cash flow projections, availability of funding and the Company’s
contractual commitments. The Company’s objective is to achieve capital growth through a
focused portfolio of mainly listed investments, particularly in companies whose shares stand
at a discount to estimated underlying net asset value, therefore one of the measures which the
Board considers is NAV total returns, details of which can be found on page 12.
As explained earlier, the Company is subject to various risks in pursuing its objectives and in
order to effectively assess and manage risk, appropriate controls and policies are in place and
are regularly reviewed and assessed by the Audit Committee. These are detailed in the Strategic
Report on pages 12 to 15, in the Audit Committee Report on page 88 and in note 15 to the
financial statements.
D In order for the company to meet its
responsibilities to shareholders and
stakeholders, the board should ensure
effective engagement with, and encourage
participation from, these parties.
On pages 17 and 18 we describe our key stakeholders, the reason they are important and how
we seek to gain an understanding of their interests and also how the Board engages with them.
F The chair leads the board and is responsible
for its overall effectiveness in directing the
company. They should demonstrate objective
judgement throughout their tenure and
promote a culture of openness and debate.
In addition, the chair facilitates constructive
board relations and the effective contribution
of all non-executive directors, and ensures
that directors receive accurate, timely and
clear information.
The role and responsibilities of the Chairman are described on page 56. The Company recognises
that the Chairman leads the Board and is responsible for its overall effectiveness in directing the
affairs of the Company.
The annual evaluation of the Board’s effectiveness always considers the performance of the
Chairman, and whether he has performed his role effectively. The Directors, led by the SID,
have concluded that the Chairman has fulfilled his role and performed well to support the effective
functioning of the Board. Further information on our culture can be found on page 16.
G The board should consist of an appropriate
combination of directors (and, in particular,
independent non-executive directors)
such that no one individual or small group
of individuals dominates the board’s
decision-making.
During the year under review, the Board consisted only of non-executive Directors and all of the
Directors are deemed to be independent of the Investment Manager. In the Board’s opinion, each
Director continues to provide constructive challenge and robust scrutiny of matters that come
before the Board.
The Board also considers the composition of the Board, as well as the longer-term succession
plans. As a Board, we aim to be as well-equipped as a Board of any large investment trust to
effectively give direction to, and exercise scrutiny of, the Company’s activities.
AVI Global Trust plc / Annual Report 2023
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AIC Code Principle Compliance Statement
H Non-executive directors should have sufficient
time to meet their board responsibilities.
They should provide constructive challenge,
strategic guidance, offer specialist advice and
hold third-party service providers to account.
The Board considers the required time commitment annually and, during the year under review,
the Board concluded that all Directors continued to devote sufficient time to the business of the
Company. All new Board appointments and/or additional commitments are reviewed and agreed
by the Board and on an annual basis. The Board assesses whether individual Directors commit
sufficient and productive time to the company. Through their contributions in meetings, as well
as outside of the usual meeting cycle, the Directors share their experience and guidance with, as
well as constructively challenge, the Investment Manager.
The Board, supported by the Management Engagement Committee, regularly assesses the
performance of all third-party service providers. More details on the work of the Management
Engagement Committee can be found on page 57.
I The board, supported by the company
secretary, should ensure that it has the
policies, processes, information, time and
resources it needs in order to function
effectively and efficiently.
The Board’s responsibilities are set out in the schedule of Matters Reserved for the full Board
and certain responsibilities are delegated to its Committees, so that it can operate effectively and
efficiently. Supported by its Committees, the Board has overall responsibility for purpose, strategy,
business model, performance, asset allocation, capital structure, approval of key contracts,
the framework for risk management and internal controls and governance matters, as well as
engagement with shareholders and other key stakeholders.
A number of Board policies are reviewed on a regular basis. Directors are also provided with
any relevant information and have access to the Company Secretary and independent advisers,
if required.
J Appointments to the board should be
subject to a formal, rigorous and transparent
procedure, and an effective succession plan
should be maintained. Both appointments
and succession plans should be based on
merit and objective criteria and, within this
context, should promote diversity of gender,
social and ethnic backgrounds, cognitive
and personal strengths.
The Company is committed to ensuring that any vacancies arising are filled by the most qualified
candidates. The Board has adopted a Diversity Policy, which acknowledges the benefits of diversity,
and remains committed to ensuring that the Company’s Directors bring a wide range of skills,
knowledge, experience, backgrounds and perspectives to the Board. The Company’s policy on the
tenure of Directors also helps to guide long-term succession plans, and recognises the need for
and value of progressive refreshing of the Board.
Both policies are described in more detail on pages 56 and 57.
K The board and its committees should have
a combination of skills, experience and
knowledge. Consideration should be given to
the length of service of the board as a whole
and membership regularly refreshed.
The Nomination Committee, which comprises the whole Board, is responsible for identifying
and recommending to the Board the appointment of new Directors. The Nomination Committee
maintains a matrix which summarises the key skills and experience of each Director and the
matrix is reviewed at least once per year. This skills matrix is a key element of the process of
ensuring that the Board has an appropriate mix of skills and experience and will be used when
considering longer-term succession plans.
L Annual evaluation of the board should
consider its composition, diversity and how
effectively members work together to achieve
objectives. Individual evaluation should
demonstrate whether each director continues
to contribute effectively.
An annual evaluation of the performance of the Board, its Committees and individual Directors
takes place every year, and an independent review is undertaken every three years. The Board
engaged Lintstock Ltd to carry out this year’s externally facilitated evaluation. Please refer to page
56 for discussion of the outcome of this year’s performance evaluation.
M The board should establish formal and
transparent policies and procedures to
ensure the independence and effectiveness
of external audit functions and satisfy itself
on the integrity of financial and narrative
statements.
The Audit Committee supports the Board in fulfilling its oversight responsibilities by reviewing
the performance of the external Auditor, audit quality, as well as the Auditor’s objectivity and
independence. The Committee also reviews the integrity and content of the financial statements,
including the ongoing viability of the Company. More details can be found in the Committee’s
report on pages 87 to 89.
N The board should present a fair, balanced and
understandable assessment of the company’s
position and prospects.
The Audit Committee supports the Board in assessing that the Company’s Annual Report presents
a fair, balanced and understandable assessment of the Company’s position and prospects.
Please refer to the Report of the Audit Committee on pages 87 to 89 for further information.
Governance / Report of the Directors continued
AVI Global Trust plc / Annual Report 2023
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AIC Code Principle Compliance Statement
O The board should establish procedures to
manage risk, oversee the internal control
framework, and determine the nature and
extent of the principal risks the company is
willing to take in order to achieve its long-term
strategic objectives.
The work of the Audit Committee, that supports the Board through its independent oversight of
the financial reporting process, including the financial statements, the system of internal control
and management of risk, the appointment and ongoing review of the quality of the work and
independence of the Company’s external Auditor, as well as the procedures for monitoring
compliance, is described in pages 87 to 89.
P Remuneration policies and practices should
be designed to support strategy and promote
long-term sustainable success.
The Directors are all non-executive and independent of the Investment Manager. They receive
fees and no component of any Director’s remuneration is subject to performance factors.
Whilst there is no requirement under the Company’s Articles of Association or letters of
appointment for Directors to hold shares in the Company, all of the Directors do have shares
in the Company and the details of their shareholdings are set out on page 93.
Q A formal and transparent procedure
for developing a policy for remuneration
should be established. No director
should be involved in deciding their
own remuneration outcome.
As the Company has no employees and the Board is comprised wholly of non-executive
Directors, the Board has not established a separate Remuneration Committee. Directors’
remuneration is determined by the Board as a whole, at its discretion within an aggregate ceiling
as set out in the Company’s Articles of Association. Each Director abstains from voting on their
own individual remuneration.
The details of the Remuneration Policy and Directors’ fees can be found on pages 90 to 93.
The terms and conditions of the Directors’ appointments are set out in Letters of Appointment,
which are available for inspection on request at the registered office of the Company.
R Directors should exercise independent
judgement and discretion when authorising
remuneration outcomes, taking account of
company and individual performance, and
wider circumstances.
The process of reviewing the Directors’ fees is described on page 92, although there are no
performance related elements of the remuneration, there is therefore very little scope for the
exercise of discretion or judgement.
UK Corporate Governance Code Principle E relates to the treatment of employees and so is generally not applicable to companies under the AIC Code
if, as in the case of the Company, there are no employees.
Interests in Share Capital
Information on the structure, rights and restrictions relating to share capital is given on page 55.
At 30 September 2023 and 7 November 2023, the following holdings representing more than 3% of the Company’s voting rights had been reported
to the Company:
Number held at Percentage held at Percentage held at
30 September 2023 30 September 2023 7 November 2023
Interactive Investor 46,504,719 10.06% 10.17%
Hargreaves Lansdown Asset Management Limited 42,053,939 9.10% 9.20%
1607 Capital Partners, LLC 27,212,520 5.86% 0.00%
Charles Stanley & Co Limited 24,833,470 5.05% 5.43%
Halifax Share Dealing Limited 23,125,165 5.00% 5.06%
Lazard Asset Management LLC 22,884,714 4.89% 5.01%
AJ Bell 18,226,193 3.94% 3.99%
Evelyn Partners* 18,909,950 3.85% 4.14%
Since the year-end, on 11 October 2023, the Company was notified by 1607 Capital Partners, LCC, that its holding had reduced to 0.00%. No other
changes have been notified.
* Previously Smith & Williamson Investment Management Limited.
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Financial Risk Management
The principal risks and uncertainties facing the Company are set out on
pages 12 to 15. The principal financial risks and the Company’s policies for
managing these risks are set out in note 15 to the financial statements.
Greenhouse Gas Emissions and TCFD/SECR reporting
The Company’s environmental statements are set out in the Strategic
Report on page 19. The Company has no greenhouse gas emissions
to report from the operations of the Company, nor does it have
responsibility for any other emissions producing sources reportable
under the Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013.
As an investment trust without employees, the Company is also not
required to report against the TCFD nor the SECR framework. However,
understanding and managing climate-related risks and opportunities based
on the TCFD’s recommendations is a fundamental part of AVI’s investment
approach, as discussed on pages 26 to 29.
Anti-Bribery and Corruption Policy
The Company has adopted an Anti-Bribery and Corruption Policy
and has reviewed the statements regarding compliance with the Bribery
Act 2010 by the Company’s Investment Manager and key service
providers. These statements are reviewed regularly by the Management
Engagement Committee.
Disclosure of Information to the Auditor
The Directors who held office at the date of approval of the Report of the
Directors confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s Auditor is unaware; and each Director
has taken all of the steps that he/she ought to have taken as a Director to
make himself/herself aware of any relevant audit information and establish
that the Company’s Auditor is aware of that information.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include specified information 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 no
disclosures are required in relation to Listing Rule 9.8.4.
Auditor
BDO LLP were appointed during 2023 and have indicated their willingness
to continue in office and Resolutions will be proposed at the forthcoming
AGM to re-appoint them as Auditor and to authorise the Directors to
determine their remuneration. Further information about the Company’s
external Auditor, including tenure, can be found in the Audit Committee’s
Report on page 89.
Annual General Meeting
The Notice of the AGM to be held on 20 December 2023 (the Notice) is set
out on pages 98 to 101. Further information on the resolutions comprising
special business being put to shareholders at the forthcoming AGM is set
out below:
Resolution 12 – Authority to allot shares
The Directors seek to renew the general and unconditional authority to
allot Ordinary Shares up to 152,370,114 Ordinary Shares of 2p each,
representing approximately one-third of the issued Ordinary Share capital
(excluding shares held in treasury). The Directors will only exercise this
authority if they consider it to be in the best interests of the Company and
would only issue shares at a price at or above the prevailing NAV per share
at the time of issue. This authority would expire 15 months after the date of
the passing of the resolution or, if earlier, at the next AGM of the Company.
No shares were issued in the year.
As at 9 November 2023, 45,600,956 shares were held in treasury,
representing 9.07% of the issued share capital.
Resolution 13 – Authority to issue shares outside of pre-emption rights
The Directors seek to renew the authority to allot, other than on a
pre-emptive basis, Ordinary Shares (including the grant of rights to
subscribe for, or to convert any securities into Ordinary Shares) for cash
up to a maximum of 22,855,517 Ordinary Shares, representing up to
approximately 5% of the Ordinary Shares (excluding shares held in
treasury) in issue as at 9 November 2023, and to transfer or sell Ordinary
Shares held in treasury.
The Directors will only exercise this authority if they consider it to be
advantageous to the Company and its shareholders. Shares will not
be issued or sold from treasury other than at a price equal to or above
the prevailing NAV per share.
No shares were issued in the year to 30 September 2023.
Resolution 14 – Share buyback facility
At the AGM held on 20 December 2022, the Directors were authorised
to make market purchases of up to 14.99% of the shares in circulation
at the date of that meeting. During the year, 29,277,886 shares have been
bought back under this authority (nominal value £585,558), representing
5.77% of the issued capital as at the year-end. These shares were bought
back in order to limit any significant widening of the discount. As at the
year-end, authority to buy back a further 47,793,755 Ordinary Shares
remained.
At the forthcoming AGM, the Directors will seek to renew the authority
for up to 14.99% of Ordinary Shares in issue (excluding shares held in
treasury), representing 68,520,840 Ordinary Shares, as at 9 November
2023, to be bought back. Purchases would be made in accordance
with the relevant provisions of the Companies Act and Listing Rules.
The authority will expire 15 months after the date of the passing of the
resolution or, if earlier, at the next AGM of the Company.
Details of shares bought back during the year under review can be found
in note 13 to the financial statements.
Ordinary Shares bought back may be held in treasury for cancellation
or sale at a future date rather than being cancelled upon purchase. The
Directors will not exercise the authority granted under this resolution unless
they consider it to be in the best interests of shareholders and shares
would only be bought back at a discount to the prevailing NAV per share.
Resolution 15 – Notice period for general meetings
This resolution will allow the Company to hold general meetings (other than
an AGM) on 14 clear days’ notice. The notice period for general meetings
of the Company is 21 clear days unless: (i) shareholders approve a shorter
notice period, which cannot however be less than 14 clear days; and
(ii) the Company offers the facility for all shareholders to vote by electronic
means. AGMs must always be held on at least 21 clear days’ notice. It is
intended that the flexibility offered by this resolution will only be used for
time sensitive, non-routine business and where merited in the interests of
shareholders as a whole. The approval will be effective until the Company’s
next AGM, when it is intended that a similar resolution will be proposed.
Recommendation
The Directors consider that all of 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 of the resolutions, as they intend to do in respect of their
own beneficial holdings.
Governance / Report of the Directors continued
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Going Concern
The financial statements have been prepared on the going concern
basis and on the basis that approval as an investment trust company will
continue to be met.
The Directors have made an assessment of the Company’s ability to continue
as a going concern and are satisfied that the Company has adequate
resources to continue in operational existence for a period of at least
12 months from the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered
the likely impacts of international and economic uncertainties on the
Company, operations and the investment portfolio. These include, but
are not limited to, the impact of the war in Ukraine, the ongoing Israel/
Palestine conflict, political and economic instability in the UK, supply
shortages and inflationary pressures.
The Directors noted that the Company, with the current cash balance and
holding a portfolio of liquid listed investments, is able to meet the obligations
of the Company as they fall due. The surplus cash plus borrowing facilities
enables the Company to meet any funding requirements and finance future
additional investments. The Company is a closed-ended fund, where assets
are not required to be liquidated to meet day-to-day redemptions. In forming
our view that the company is a going concern we have taken into account
any loan facilities that expire during the period and the likelihood of our ability
or need to renew the facility.
The Directors have completed stress tests assessing the impact
of changes in market value and income with associated cash flows
and any potential impact on the debt covenants associated with the
Company’s long-term borrowing. In making this assessment, they have
considered severe but plausible downside scenarios. The conclusion
was that in a severe but plausible downside scenario the Company could
continue to meet its liabilities. Whilst the economic future is uncertain, and
the Directors believe that it is possible the Company could experience
reductions in income and/or market value, the opinion of the Directors
is that this should not be to a level which would threaten the Company’s
ability to continue as a going concern.
The Directors, the Investment Manager and other service providers have
put in place contingency plans to minimise disruption. Furthermore,
the Directors are not aware of any material uncertainties that may cast
significant doubt on the Company’s ability to continue as a going concern,
having taken into account the liquidity of the Company’s investment
portfolio and the Company’s financial position in respect of its cash flows,
borrowing facilities and investment commitments (of which there are none
of significance). Therefore, the financial statements have been prepared
on the going concern basis.
Viability
The Directors consider viability as part of their continuing programme
of monitoring risk. The Directors have made a robust assessment of
the principal and emerging risks. The Directors believe five years to
be a reasonable time horizon to consider the continuing viability of the
Company, reflecting a balance between a longer-term investment horizon
and the inherent shorter-term uncertainties within equity markets, although
they do have due regard to viability over the longer term and particularly
to key points outside this time frame, such as the due dates for the
repayment of long-term debt. The Company is an investment trust whose
portfolio is invested in readily realisable listed securities and with some
short-term cash deposits. The following facts support the Directors’ view
of the viability of the Company:
In the year under review, expenses (including finance costs and
taxation) were adequately covered by investment income.
The Company has a liquid investment portfolio.
The Company has long-term debt of £30m and €30m which both fall
due for repayment in 2036, €20m which falls due for repayment in
2037, JPY8bn which falls due for repayment in 2032 and JPY4.5bn
which falls due in 2033. This debt was covered approximately 8 times
as at the end of September 2023 by the Company’s total assets. The
Directors are of the view that, subject to unforeseen circumstances,
the Company will have sufficient resources to meet the costs of annual
interest and eventual repayment of principal on this debt.
The Company has an unsecured JPY8bn multi-currency revolving
credit facility expiring in August 2024. This was reduced from JPY12bn
in July 2023, following the arrangement of the JPY4.5bn 2033
unsecured note. This facility was undrawn at the end of September.
We will consider nearer the date of the facility expiring whether we
require the facility to be renewed.
The Company has a large margin of safety over the covenants on its
debt. The Company’s viability depends on the global economy and
markets continuing to function. The Directors also consider the possibility
of a wide-ranging collapse in corporate earnings and/or the market value
of listed securities. To the latter point, it should be borne in mind that
a significant proportion of the Company’s expenses are in ad valorem
investment management fees, which would reduce if the market value
of the Company’s assets were to fall.
In arriving at its conclusion, the Board has taken account of the potential
effects of the war in Ukraine, the ongoing Israel/Palestine conflict, political
and economic instability in the UK, supply shortages and inflationary
pressures on the value of the Company’s assets, income from those
assets and the ability of the Company’s key suppliers to maintain effective
and efficient operations. As set out in the Going Concern statement,
in assessing the potential effects of these international and economic
uncertainties, the Directors have completed stress tests which included
severe but plausible downside scenarios.
In order to maintain viability, the Company has a robust risk control framework
which, following guidelines from the FRC, has the objectives of reducing the
likelihood and impact of: poor judgement in decision-making; risk-taking that
exceeds the levels agreed by the Board; human error; or control processes
being deliberately circumvented.
Taking the above into account, and the potential impact of the principal
and emerging risks as set out on pages 12 to 15, the Directors have
a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due for a period of five years
from the date of approval of this Annual Report.
Approval
The Report of the Directors has been approved by the Board.
By Order of the Board
Link Company Matters Limited
Corporate Secretary
9 November 2023
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Statement of Directors’ Responsibilities in Respect of the Annual
Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law they are required to prepare the financial
statements in accordance with UK-adopted international accounting
standards 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 its profit or loss for that period.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant and reliable;
state whether they have been prepared in accordance with UK-adopted
international accounting standards;
assess the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
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 its financial statements
comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether
due to fraud or error, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that complies with that law
and those regulations.
In accordance with Disclosure Guidance and Transparency Rule 4.1.14R,
the financial statements will form part of the annual financial report
prepared using the single electronic reporting format under the TD ESEF
Regulation. The auditor’s report on these financial statements provides
no assurance over the ESEF format.
The financial statements of the Company are published on the Company’s
website at www.aviglobal.co.uk. The Directors are responsible for
the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect of the Annual
Financial Report
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss 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 the
Company faces.
We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Company’s position and performance,
business model and strategy.
Graham Kitchen
Chairman
9 November 2023
Governance / Report of the Directors continued
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2023 2023 2022 2022
Revenue Capital 2023 Revenue Capital 2022
return return Total return return Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Income
Investment income 2 24,450 24,450 23,113 23,113
Gains/(losses) on financial assets and
financial liabilities held at fair value 8 112,909 112,909 (120,670) (120,670)
Exchange gains on currency balances 3,138 3,138 1,839 1,839
24,450 116,047 140,497 23,113 (118,831) (95,718)
Expenses
Investment management fee 3 (2,067) (4,824) (6,891) (2,295) (5,355) (7,650)
Other expenses 3 (1,782) (1,782) (2,594) (32) (2,626)
Profit/(loss) before finance costs and taxation 20,601 111,223 131,824 18,224 (124,218) (105,994)
Finance costs 4 (1,381) (3,262) (4,643) (963) (2,272) (3,235)
Exchange gains/(losses) on loan revaluation 4 6,135 6,135 (838) (838)
Profit/(loss) before taxation 19,220 114,096 133,316 17,261 (127,328) (110,067)
Taxation 5 821 821 (959) (959)
Profit/(loss) for the year 20,041 114,096 134,137 16,302 (127,328) (111,026)
Earnings per Ordinary Share 7 4.19p 23.83p 28.02p 3.24p (25.30p) (22.06p)
The total column of this statement is the Income Statement of the Company prepared in accordance with UK-adopted international accounting
standards in conformity with the requirements of UK IFRS. The supplementary revenue return and capital return columns are presented in accordance
with the Statement of Recommended Practice issued by the Association of Investment Companies (AIC SORP).
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period.
There is no other comprehensive income, and therefore the profit for the year after tax is also the total comprehensive income.
The accompanying notes are an integral part of these financial statements.
Financial Statements / Statement of Comprehensive Income
For the year ended 30 September 2023
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AVI Global Trust plc / Annual Report 2023
Ordinary Capital
share redemption Share Capital Merger Revenue
capital reserve premium reserve* reserve reserve** Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
For the year ended 30 September 2023
Balance as at 30 September 2022 10,741 8,194 28,078 852,839 41,406 28,250 969,508
Ordinary Shares bought back for cancellation (586) 586 (56,668) (56,668)
Total comprehensive income for the year 114,096 20,041 134,137
Ordinary dividends paid (see note 6) (15,959) (15,959)
Balance as at 30 September 2023 10,155 8,780 28,078 910,267 41,406 32,332 1,031,018
For the year ended 30 September 2022
Balance as at 30 September 2021 11,600 7,335 28,078 1,016,881 41,406 27,922 1,133,222
Ordinary Shares bought back and held in treasury (7,997) (7,997)
Ordinary Shares held in treasury cancelled (555) 555
Ordinary Shares bought back for cancellation (304) 304 (28,681) (28,681)
Cost of Share Split (36) (36)
Total comprehensive income for the year (127,328) 16,302 (111,026)
Ordinary dividends paid (see note 6) (16,683) (16,683)
Prior years’ dividends cancelled (see note 6) 709 709
Balance as at 30 September 2022 10,741 8,194 28,078 852,839 41,406 28,250 969,508
* Within the balance of the capital reserve, £765,247,000 relates to realised gains (2022: £757,415,000) which under the Articles of Association is distributable by way of
dividend. The remaining £145,020,000 relates to unrealised gains and losses on financial instruments (2022: £95,424,000) and is non-distributable.
** Revenue reserve is fully distributable by way of dividend.
The accompanying notes are an integral part of these financial statements.
Financial Statements / Statement of Changes in Equity
For the year ended 30 September 2023
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2023 2022
Notes £’000 £’000
Non-current assets
Investments held at fair value through profit or loss 8 1,144,759 986,431
1,144,759 986,431
Current assets
Total return swap assets 8,9,16 2,174
Investments held at fair value through profit or loss 8 22,359
Trade receivables, prepayments and other debtors 9 45,674 25,217
Cash and cash equivalents 10 4,231 67,274
52,079 114,850
Total assets 1,196,838 1,101,281
Current liabilities
Total return swap liabilities 8,11,16 (20,873)
Trade payables, accruals and short term borrowings 11 (3,398) (8,880)
(24,271) (8,880)
Total assets less current liabilities 1,172,567 1,092,401
Non-current liabilities
4.184% Series A Sterling Unsecured Loan 2036 12 (29,920) (29,913)
3.249% Series B Euro Unsecured Loan 2036 12 (25,960) (26,235)
2.93% Euro Unsecured Loan 2037 12 (17,250) (17,430)
1.38% JPY Senior Unsecured Loan Notes 2032 12 (43,761) (49,315)
1.44% JPY Senior Unsecured Loan Notes 2033 12 (24,658)
(141,549) (122,893)
Net assets 1,031,018 969,508
Equity attributable to equity shareholders
Ordinary Share capital 13 10,155 10,741
Capital redemption reserve 8,780 8,194
Share premium 28,078 28,078
Capital reserve 910,267 852,839
Merger reserve 41,406 41,406
Revenue reserve 32,332 28,250
Total equity 1,031,018 969,508
Net asset value per Ordinary Share – basic and diluted 14 223.08p 197.27p
Number of shares in issue excluding Treasury 13 462,173,682 491,451,568
These financial statements were approved and authorised for issue by the Board of AVI Global Trust plc on 9 November 2023 and were signed
on its behalf by:
Graham Kitchen
Chairman
The accompanying notes are an integral part of these financial statements.
Registered in England & Wales No. 28203
Financial Statements / Balance Sheet
As at 30 September 2023
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2023 2022
£’000 £’000
Reconciliation of profit/(loss) before taxation to net cash (outflow)/inflow from operating activities
Profit/(loss) before taxation 133,316 (110,067)
(Gains)/losses on investments held at fair value through profit or loss (112,909) 120,670
(Increase)/decrease in debtors and other receivables (39,985) 2,083
Increase/(decrease) in creditors and other payables 1,004 (127)
Taxation refunded/(paid) 671 (739)
Exchange gains on Loan Notes and revolving credit facility (10,921) (3,813)
Amortisation of loan issue expenses 39 24
Net cash (outflow)/inflow from operating activities (28,785) 8,031
Investing activities
Purchases of investments (516,837) (355,855)
Sales of investments 527,529 404,053
Cash inflow from investing activities 10,692 48,198
Financing activities
Dividends paid (15,959) (16,684)
Cancelled dividends 709
Payments for Ordinary Shares bought back (58,722) (35,330)
Cost of Share Split (36)
Drawdown of revolving credit facility 49,144
Repayment of revolving credit facility (44,359) (55,149)
Issue of loans net of costs 24,753 49,311
Cash (outflow) from financing activities (45,143) (57,179)
Decrease in cash and cash equivalents (63,236) (950)
Reconciliation of net cash flow movements in funds:
Cash and cash equivalents at beginning of year 67,274 68,418
Exchange rate movements 193 (194)
Decrease in cash and cash equivalents (63,236) (950)
Decrease in net cash (63,043) (1,144)
Cash and cash equivalents at end of year 4,231 67,274
Dividends received 23,498 20,837
Interest paid 2,075 2,109
The accompanying notes are an integral part of these financial statements.
Financial Statements / Statement of Cash Flows
For the year ended 30 September 2023
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1. General information and accounting policies
AVI Global Trust plc is a company incorporated and registered in England and Wales. The principal activity of the Company is that of an investment trust
company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.
The Company’s financial statements have been prepared in accordance with UK-adopted international accounting standards and the AIC SORP.
Basis of preparation
The functional currency of the Company is Pounds Sterling because this is the currency of the primary economic environment in which the Company
operates. The financial statements are also presented in Pounds Sterling rounded to the nearest thousand, except where otherwise indicated.
Going concern
The financial statements have been prepared on the going concern basis and on the basis that approval as an investment trust company will continue
to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate
resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered the likely impacts of international and economic uncertainties on the
Company, operations and the investment portfolio. The Directors also regularly assess the resilience of key third-party service providers, most notably
the Investment Manager and Fund Administrator. In making their assessment, the Directors have considered the likely impacts of international and
economic uncertainties on the Company, operations and the investment portfolio. These include, but are not limited to, geopolitical events, the war in
Ukraine, the ongoing Israel/Palestine conflict, political and economic instability in the UK, supply shortages and inflationary pressures.
The Directors noted that the Company, with the current cash balance and holding a portfolio of listed investments, is able to meet the obligations of the
Company as they fall due. The current cash balance enables the Company to meet any funding requirements and finance future additional investments.
The Company is a closed-ended fund, where assets are not required to be liquidated to meet day-to-day redemptions.
The Directors have completed stress tests assessing the impact of changes in market value and income with associated cash flows. In making this
assessment, they have considered severe but plausible downside scenarios and simulated a 50% reduction in NAV during January 2024, the impact
on future cash flows as a result of this through to September 2028 and the expiry of the revolving credit facility 26 August 2024. The conclusion was
that in a severe but plausible downside scenario the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the
Directors believe that it is possible the Company could experience further reductions in income and/or market value, and changes in expenses, the
opinion of the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a going concern.
The Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern,
having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows,
borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on
the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily
invests in companies listed in the UK and on other recognised international exchanges.
Accounting developments
In the year under review, the Company has applied amendments to IFRS issued by the IASB adopted in conformity with UK IFRS. These include annual
improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements. This
incorporated:
Onerous contracts — Cost of Fulfilling a Contract (Amendments to IAS 37);
Reference to the Conceptual Framework (Amendments to IFRS 3); and
Annual improvements to IFRS Standards.
The adoption of the changes to accounting standards has had no material impact on these or prior years’ financial statements. There are amendments
to IAS/IFRS that will apply from 1 October 2023 as follows:
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
Initial application of IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS 17);
Definition of Accounting Estimates (Amendments to IAS 8); and
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12 Income Taxes.
Amendments to IAS/IFRS applicable from 1 October 2024 are:
Classification of liabilities as current or non-current (Amendments to IAS 1); and
Non-current liabilities with Covenants (Amendments to IAS 1).
The Directors do not anticipate that the adoption of these will have a material impact on the financial statements in current or future years.
Financial Statements / Notes to the Financial Statements
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1. General information and accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with UK-adopted international accounting standards requires management to make judgements,
estimates and assumptions that affect the application of policies and the reported amounts in the Balance Sheet, the Statement of Comprehensive
Income and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates.
The areas requiring judgement and estimation in the preparation of the financial statements relate to the determination of the carrying value of unquoted
investments at fair value through profit or loss. The policies for these are set out in the notes to the financial statements below. The Company values
unquoted investments by following the International Private Equity Venture Capital Valuation (IPEV) guidelines. Further areas are recognising and
classifying unusual or special dividends received as either capital or revenue in nature; the valuation of derivatives; and the level of deferred tax.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future
periods. There were no significant judgements or estimates which had a significant impact on these financial statements.
Investments
The Company’s business is investing in financial assets with a view to capital growth. The portfolio of financial assets is managed and its performance
evaluated on a fair value basis in accordance with the documented investment strategy and information is provided internally on that basis to the
Company’s Board of Directors.
The investments held by the Company are designated “at fair value through profit or loss”. All gains and losses are allocated to the capital return
within the Statement of Comprehensive Income as “Gains or losses on investments held at fair value through profit or loss”. Also included within this
heading are transaction costs in relation to the purchase or sale of investments. When a purchase or sale is made under a contract, the terms of which
require delivery within the time frame of the relevant market, the investments concerned are recognised or derecognised on the trade date.
All investments are designated upon initial recognition as held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value,
which is either the bid price or closing price for Stock Exchange Electronic Trading Service – quotes and crosses (SETSqx). The Company derecognises a
financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all of the risks
and rewards of ownership of the asset to another entity. On derecognition of a financial asset, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable and the cumulative gain or loss that had been accumulated is recognised in profit or loss.
Fair values for unquoted investments, or for investments for which the market is inactive, are established by using various valuation techniques in
accordance with the International Private Equity and Venture Capital (the IPEV) guidelines. These may include recent arm’s length market transactions, the
current fair value of another instrument that is substantially the same, net asset value, discounted cash flow analysis, option pricing models and reference
to similar quoted companies. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has
been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised. Unquoted investments are
constantly monitored with fair values approved by the Company’s Board of Directors.
All investments for which a fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy levels in note 15.
A transfer between levels may result from the date of an event or a change in circumstances.
Foreign currency
Transactions denominated in currencies other than Pounds Sterling are recorded at the rates of exchange prevailing on the date of the transaction.
Items which are denominated in foreign currencies are translated at the rates prevailing on the Balance Sheet date. Any gain or loss arising from
a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue
account depending on whether the gain or loss is capital or revenue in nature.
Derivatives
Derivatives, including Total Return SWAPS, are classified as financial instruments at fair value and included in current assets/liabilities. Derivatives are
derecognised when the contract expires or on the trade on which the contract is sold. Changes in fair value of derivative instruments are recognised
as they arise in the capital column of the Statement of Comprehensive Income. The fair value is calculated by either the quoted price (if listed) or a
broker using models with inputs from market prices. On disposal or expiration, realised gains and losses are also recognised in the Statement of
Comprehensive Income as capital items.
Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments and money market funds, that are
readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
Cash held in margin/collateral accounts at the Company’s brokers is presented as Cash collateral receivable from brokers in the financial statements.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
Trade receivables, prepayments and other debtors
Trade receivables, prepayments and other debtors are measured at amortised cost or estimated fair value, with balances revalued for exchange rate
movements.
Financial Statements / Notes to the Financial Statements continued
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Trade payables and short term borrowings
Trade payables and short term borrowings are measured at amortised cost and revalued for exchange rate movements.
Revolving credit facility
The revolving credit facility is recognised at amortised cost and revalued for exchange rate movements.
Income
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no
ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established. Fixed returns on non-equity
shares are recognised on a time-apportioned basis. Dividends from overseas companies are shown gross of any withholding taxes which are
disclosed separately in the Statement of Comprehensive Income.
Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as
a capital or revenue receipt, the Board reviews all relevant information as to the reasons for the sources of the dividend on a case-by-case basis.
When the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend forgone
is recognised as income. Any excess in the value of the cash dividend is recognised in the capital column.
Interest income on fixed interest securities is recognised in the Statement of Comprehensive Income based on the effective yield to maturity of the fixed
interest security.
All other income is accounted on a time-apportioned accruals basis and is recognised in the Statement of Comprehensive Income.
Expenses and finance costs
All expenses are accounted on an accruals basis. On the basis of the Board’s expected long-term split of total returns in the form of capital and revenue
returns of 70% and 30% respectively, the Company charges 70% of its management fee and finance costs to capital.
Expenses incurred directly in relation to arranging debt finance are amortised over the term of the finance.
Expenses incurred in buybacks of shares are charged to the capital reserve through the Statement of Changes in Equity.
Taxation
The charge for taxation is based on the net revenue for the year and takes into account taxation deferred or accelerated because of temporary
differences between the treatment of certain items for accounting and taxation purposes.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount
for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be
suitable profits from which the future reversal of timing differences can be deducted. In line with the recommendations of the SORP, the allocation
method used to calculate the tax relief on expenses charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being
offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.
Dividends payable to shareholders
Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the
Statement of Changes in Equity. Dividends declared and approved by the Company after the Balance Sheet date have not been recognised as a liability
of the Company at the Balance Sheet date.
Non-current liabilities: Loan Notes
The non-current liabilities are valued at amortised cost. Costs in relation to arranging the debt finance have been capitalised and are amortised over the
term of the finance. Hence, amortised cost is the par value less the amortised costs of issue.
The Euro Loan Notes are shown at amortised cost with the exchange difference on the principal amounts to be repaid reflected. Any gain or loss arising
from changes in the exchange rate between Euro and Sterling is included in the capital reserves and shown in the capital column of the Statement of
Comprehensive Income.
The JPY Loan Notes are shown at amortised cost with the exchange difference on the principal amounts to be repaid reflected. Any gain or loss arising
from changes in the exchange rate between JPY and Sterling is included in the capital reserves and shown in the capital column of the Statement of
Comprehensive Income.
Further details of the non-current liabilities are set out in note 12 and in the Glossary.
Capital redemption reserve
The capital redemption reserve represents non-distributable reserves that arise from the purchase and cancellation of shares.
Share premium
The share premium account represents the accumulated premium paid for shares issued in previous periods above their nominal value less issue
expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve:
costs associated with the issue of equity; and
premium on the issue of shares.
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1. General information and accounting policies continued
Capital reserve
The following are taken to the capital reserve through the capital column in the Statement of Comprehensive Income:
Capital reserve – other, forming part of the distributable reserves:
gains and losses on the disposal of investments;
amortisation of issue expenses of Loan Notes;
costs of share buybacks;
exchange differences of a capital nature; and
expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.
Capital reserve – investment holding gains, not distributable:
increase and decrease in the valuation of investments held at the year-end.
Merger reserve
The merger reserve represents the share premium on shares issued on the acquisition of Selective Assets Trust plc on 13 October 1995 and
is not distributable.
Revenue reserve
The revenue reserve represents the surplus of accumulated profits and is distributable by way of dividends.
2. Income
2023 2022
£’000 £’000
Income from investments
UK dividends 296 524
Overseas dividends 21,544 21,821
Income from fixed interest securities 240 97
22,080 22,442
Other income
Deposit interest 3,005 669
Total return swap dividends* (416)
Total return swap interest (22)
Exchange (losses)/gains on receipt of income* (421) 24
Interest received on corporation tax refunds 202
24,450 23,113
* Exchange movements arise from ex-dividend date to payment date.
Financial Statements / Notes to the Financial Statements continued
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3. Investment management fee and other expenses
2023 2023 2022 2022
Revenue Capital 2023 Revenue Capital 2022
return return Total return return Total
£’000 £’000 £’000 £’000 £’000 £’000
Management fee 2,067 4,824 6,891 2,295 5,355 7,650
Other expenses:
Directors’ emoluments – fees 190 190 183 183
Auditor’s remuneration – audit 54 54 45 45
Marketing 573 573 570 570
Printing and postage costs 69 69 71 71
Registrar fees 95 95 108 108
Custodian fees 83 83 263 263
Depositary fees 123 123 144 144
Advisory and professional fees 360 360 560 32 592
Costs associated with dividend receipts 18 18 14 14
Irrecoverable VAT 32 32 101 101
Regulatory fees 98 98 89 89
Directors’ insurances and other expenses 87 87 88 88
Charitable donations 358 358
1,782 1,782 2,594 32 2,626
The management fee calculated in accordance with the IMA amounted to 0.7% of net assets for assets up to £1bn and 0.6% of net assets over £1bn
calculated on a quarterly basis.
Details of the IMA and fees paid to the Investment Manager are set out in the Report of the Directors.
4. Finance costs
2023 2023 2022 2022
Revenue Capital 2023 Revenue Capital 2022
return return Total return return Total
£’000 £’000 £’000 £’000 £’000 £’000
Loan, debenture and revolving credit facility interest
4.184% Series A Sterling Unsecured Loan Notes 2036 375 876 1,251 377 879 1,256
3.249% Series B Euro Unsecured Loan Notes 2036 254 593 847 247 578 825
2.93% Euro Senior Unsecured Loan Notes 2037 152 354 506 150 349 499
1.38% JPY Senior Unsecured Loan Notes 2032 188 439 627 48 113 161
1.44% JPY Senior Unsecured Loan Notes 2033 20 46 66
JPY Revolving credit facility 62 144 206 91 215 306
Total return swap interest 282 659 941
1,333 3,111 4,444 913 2,134 3,047
Amortisation
4.184% Series A Sterling Unsecured Loan Notes 2036 7 7 7 7
3.249% Series B Euro Unsecured Loan Notes 2036 5 5 5 5
2.93% Euro Senior Unsecured Loan Notes 2037 8 8 7 7
1.38% JPY Senior Unsecured Loan Notes 2032 18 18 4 4
1.44% JPY Senior Unsecured Loan Notes 2033 1 1
JPY Revolving credit facility 48 112 160 49 113 162
48 151 199 49 136 185
Bank interest
Bank debit interest 1 2 3
Total 1,381 3,262 4,643 963 2,272 3,235
Exchange gains/(losses) on Loan Notes* 6,135 6,135 (838) (838)
* Revaluation of Euro and JPY Loan Notes.
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5. Taxation
Year ended 30 September 2023 Year ended 30 September 2022
Revenue Capital Revenue Capital
return return Total return return Total
£’000 £’000 £’000 £’000 £’000 £’000
Analysis of (credit)/charge for the year
Overseas tax not recoverable* 1,638 1,638 1,769 1,769
Withholding tax received previously written off (29) (29) (810) (810)
Corporation tax refund** (2,430) (2,430)
Tax (credit)/charge for the year (821) (821) 959 959
* Tax deducted on payment of overseas dividends by local tax authorities.
** Corporation tax refund in respect of 2008/09.
The taxation assessed for the year is lower (2022: higher) than the standard rate of corporation tax in the UK of 22% (2022: 19%). The differences are
explained below:
Year ended 30 September 2023 Year ended 30 September 2022
Revenue Capital Revenue Capital
return return Total return return Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit/(loss) before taxation 19,220 114,096 133,316 17,261 (127,328) (110,067)
Profit/(loss) before taxation multiplied by the standard rate
of corporation tax of 22% (2022: 19%) 4,229 25,101 29,330 3,280 (24,192) (20,912)
Effects of:
UK dividend income (65) (65) (99) (99)
Tax – exempt overseas investment income (4,648) (4,648) (4,151) (4,151)
(Gains)/losses on investments, exchange gains
on capital items and movement on fair value
of derivative financial instruments (26,880) (26,880) 22,737 22,737
Current period tax losses not utilised 484 1,779 2,263 746 1,455 2,201
Corporate interest restriction 93 93
Withholding tax received previously written off (29) (29) (810) (810)
Overseas tax not recoverable 1,638 1,638 1,769 1,769
Corporation tax refunds (2,430) (2,430)
Disallowed expenses 85 85
– Offshore income gains 46 46
Tax (credit)/charge for the year (821) (821) 959 959
At 30 September 2023, the Company had management expenses of £96,478,000 (30 September 2022: £87,430,000), a non-trade loan relationship
deficit of £23,688,000 (30 September 2022: £22,093,000) and carried forward disallowed interest expense of £6,805,000 (30 September 2022:
£6,783,000) that are potentially available to offset future taxable revenue. A deferred tax asset of £31,743,000 (30 September 2022: £29,076,000),
based on the enacted UK corporation tax rate of 25% that applied from 1 April 2023, has not been recognised because the Company is not expected to
generate sufficient taxable income in future periods that the carried forward tax losses and disallowed interest expense can be utilised against.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends
to continue for the foreseeable future to meet) the conditions to maintain its approval as an investment trust company.
Financial Statements / Notes to the Financial Statements continued
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6. Dividends
2023 2022
£’000 £’000
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 30 September 2022 of 2.10p (2022: 2.10p) per Ordinary Share 10,258 10,685
Interim dividend for the year ended 30 September 2023 of 1.20p (2022: 1.20p) per Ordinary Share 5,701 5,999
15,959 16,684
During the year ended 30 September 2022 £709k was received in respect of prior years’ dividends cancelled
.
Set out below are the interim and final dividends paid or proposed on Ordinary Shares in respect of the financial year, which is the basis on which the
requirements of Section 1159 of the Corporation Tax Act 2010 are considered.
2023 2022
£’000 £’000
Interim dividend for the year ended 30 September 2023 of 1.20p (2022: 1.20p) per Ordinary Share 5,701 5,999
Proposed final dividend for the year ended 30 September 2023 of 2.30p (2022: 2.10p) per Ordinary Share 10,514* 10,275
Proposed special dividend for the year ended 30 September 2023 of 0.20p (2022: nil) per Ordinary Share 914*
17,129 16,274
* Based on shares in circulation on 9 November 2023.
This includes the disposal of 66,648 ordinary 10p shares from dividend proceeds reinvested, realising £709,000.
7. Earnings per Ordinary Share
The earnings per Ordinary Share is based on the Company’s net profit after tax of £134,137,000 (2022: net loss of £111,026,000) and on 478,739,622
(2022: 503,274,200*) Ordinary Shares, being the weighted average number of Ordinary Shares in issue (excluding shares in treasury) during the year.
The earnings per Ordinary Share detailed above can be further analysed between revenue and capital as follows:
30 September 2023 30 September 2022
Basic and diluted Revenue Capital Total Revenue Capital Total
Net profit/(loss) (£’000) 20,041 114,096 134,137 16,302 (127,328) (111,026)
Weighted average number of Ordinary Shares 478,739,622 503,274,200*
Earnings per Ordinary Share 4.19p 23.83p 28.02p 3.24p (25.30)p (22.06)p
* 2022 figure restated for Share Split.
There are no dilutive instruments issued by the Company (2022: none).
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8. Investments held at fair value through profit or loss
30 September 2023 30 September 2022
Unrealised Unrealised
Debt derivatives derivatives Debt
Equities securities asset liabilities Total Equities securities Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets held at fair value
Opening book cost 888,954 20,893 909,847 934,242 934,242
Opening investment holding gains 97,477 1,466 98,943 260,868 260,868
Opening fair value 986,431 22,359 1,008,790 1,195,110 1,195,110
Movement in the year:
Purchases at cost 472,751 39,655 512,406 371,443 20,893 392,336
Sales/Close – Proceeds (443,380) (60,041) (4,624) (508,045) (457,986) (457,986)
– realised gains/(losses) on sales and
close of total return swaps 65,525 (507) 4,624 69,642 41,255 41,255
Increase/(decrease) in investment holding gains 63,432 (1,466) 2,174 (20,873) 43,267 (163,391) 1,466 (161,925)
Closing fair value of investments 1,144,759 2,174 (20,873) 1,126,060 986,431 22,359 1,008,790
Closing book cost 983,849 983,849 888,954 20,893 909,847
Closing investment holding gains 160,910 2,174 (20,873) 142,211 97,477 1,466 98,943
Closing fair value 1,144,759 2,174 (20,873) 1,126,060 986,431 22,359 1,008,790
Financial assets and liabilities held at fair value
30 September 30 September
2023 2022
£’000 £’000
Equities 1,144,759 986,431
Fixed interest securities 22,359
Total return swaps – asset 2,174
Total return swaps – liability (20,873)
1,126,060 1,008,790
Year ended Year ended
30 September 30 September
2023 2022
£’000 £’000
Transaction costs
Cost on acquisitions 457 304
Cost on disposals 350 402
807 706
Analysis of capital gains
Gains on sales/close out of financial assets 69,642 41,255
Movement in investment holding gains for the year 43,267 (161,925)
Net gains/(losses) on investments 112,909 (120,670)
The Company received £508,045,000 (2022: £457,986,000) from investments sold in the year. The book cost of these investments when they were
purchased was £438,403,000 (2022: £416,731,000). These investments have been revalued over time and until they were sold any unrealised gains
or losses were included in the fair value of the investments.
The Company has ten interests amounting to an investment of 3% or more of the equity capital which are set out in the Investment Portfolio on pages
22 and 23.
Financial Statements / Notes to the Financial Statements continued
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9. Trade receivables, prepayments and other debtors
2023 2022
£’000 £’000
Total returns swap 2,174
Trade receivables, prepayments and other debtors
Sales for future settlement 3,271 22,948
Cash collateral receivable 39,325
Tax recoverable 456 306
Prepayments and accrued income 2,585 1,914
VAT recoverable 37 49
Total trade receivables, prepayments and other debtors 45,674 25,217
Cash collateral receivable is cash held at Jefferies International Limited (the prime broker). The cash is held at the prime broker against exposure to
derivatives.
Tax recoverable relates to withholding tax in a number of countries, some of which is past due, but is in the process of being reclaimed by the Custodian
through local tax authorities and also tax deducted on UK REIT dividends, which the Company expects to receive in due course.
No other receivables are past due or impaired.
10. Cash and cash equivalents
2023 2022
£’000 £’000
Cash at bank 4,231 6,274
Liquidity account 61,000
4,231 67,274
11. Current liabilities
2023 2022
£’000 £’000
Total return swap 20,873
Revolving credit facility
Trade payables, accruals and short term borrowings
Purchases for future settlement 1,303 5,734
Amounts owed for share buybacks 3 2,058
Management fees 573
Interest payable 648 657
Other payables 871 431
Total trade payables, accruals and short term borrowings 3,398 8,880
24,271 8,880
Revolving credit facility
On 29 April 2019, the Company entered into an agreement with Scotiabank Europe Plc for a JPY4.0bn (£27,700,000) unsecured revolving credit facility
(the facility) for a period of three years.
The facility was increased to JPY9.0bn and converted to a multi-currency facility with drawings available in Japanese Yen, Pounds Sterling, US Dollars
and Euros on 5 March 2020, with an interest rate of 0.75% over LIBOR on any drawn balances.
On 26 August 2021 the facility was further increased and subsequently reduced to JPY8.0bn on 24 July 2023. The agreement was additionally novated
in reference to the relevant changes in interest calculations with the discontinuation of LIBOR and extended to 26 August 2024.
The interest chargeable will be the appropriate risk free rate (RFR)* plus the additional margin:
Japanese Yen 1.025% margin over the Tokyo unsecured overnight rate (TONAR)**;
Pounds Sterling 1.42% margin over SONIA (sterling overnight index average);
* Risk free rate (RFR) – is the rate of return from an investment with zero risk. This is calculated by deducting the inflation rate from the yield of the relevant Treasury bond.
The Treasury bond issued in the relevant currency is equivalent to zero risk.
**If TONAR is less than 0% it will be deemed to be 0%.
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11. Current liabilities continued
US Dollars 1.25% margin above the secured overnight financing rate (SOFR); and
Euros 1.25% margin above the Euro short-term rate (€ STR).
Undrawn balances below JPY2.0bn are charged at 0.35% and any undrawn portion above this is charged at 0.30%.
Under the terms of the facility, the covenant requires that the net assets shall not be less than £300m and the adjusted net asset coverage to borrowings
shall not be less than 4:1.
The facility is shown at amortised cost and revalued for exchange rate movements. Any gain or loss arising from changes in exchange rates is included
in the capital reserves and shown in the capital column of the Statement of Comprehensive Income. Interest costs are charged to capital and revenue
in accordance with the Company’s accounting policies.
At 30 September 2023 At 30 September 2022
¥’000 £’000 ¥’000 £’000
Opening balance 9,000,000 59,821
Proceeds from amounts drawn 8,000,000 49,144
Repayment (8,000,000) (44,359) (9,000,000) (55,149)
Exchange rate movement (4,785) (4,672)
Total
12. Non-current liabilities
2023 2022
£’000 £’000
4.184% Series A Sterling Unsecured Loan Notes 2036 29,920 29,913
3.249% Series B Euro Unsecured Loan Notes 2036 25,960 26,235
2.93% Euro Senior Unsecured Loan Notes 2037 17,250 17,430
1.38% JPY Senior Unsecured Loan Notes 2032 43,761 49,315
1.44% JPY Senior Unsecured Loan Notes 2033 24,658
Total 141,549 122,893
The amortised costs of issue expenses are set out in note 4.
The fair values of the Loan Notes are set out in note 15.
The Company issued two Loan Notes on 15 January 2016:
£30,000,000 4.184% Series A Sterling Unsecured Loan Notes due 15 January 2036
€30,000,000 3.249% Series B Euro Unsecured Loan Notes due 15 January 2036
The Company issued further Loan Notes on 1 November 2017:
€20,000,000 2.93% Euro Senior Unsecured Loan Notes due 1 November 2037
The Company issued further Loan Notes on 6 July 2022:
¥8,000,000,000 1.38% JPY Senior Unsecured Loan Notes due 6 July 2032
¥4,500,000,000 1.44% JPY Senior Unsecured Loan Notes due 25 July 2033
The Company issued further Loan Notes on 25 July 2023:
¥4,500,000,000 1.44% JPY Senior Unsecured Loan Notes due 25 July 2033
Under the terms of the Loan Notes, the covenant requires that the net assets of the Company shall not be less than £300,000,000 and total indebtedness
shall not exceed 30% of net assets.
Financial Statements / Notes to the Financial Statements continued
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13. Called-up share capital
Nominal
Number value
of shares £’000
Allotted, called up and fully paid
Ordinary Shares of 2p each (2022: 2p)
Balance at beginning of the year 537,052,524 10,741
Ordinary Shares bought back and cancelled (29,277,886) (586)
Balance at end of the year 507,774,638 10,155
Treasury shares
Balance at beginning of the year 45,600,956
Balance at end of the year 45,600,956
Total Ordinary Share capital excluding treasury shares 462,173,682
At 30 September 2023, the Company held 45,600,956 shares in treasury, with a nominal value of £912,000.
Ordinary Shares of 2p each
During the year to 30 September 2023, 29,277,886 Ordinary Shares of 2p were bought back for cancellation for an aggregate consideration of
56,668,000 (2022: 15,225,722 shares for aggregate consideration of £28,681,000).
The allotted, called up and fully paid shares at 30 September 2023 consisted of 507,774,638 Ordinary Shares of 2p each in issue, and 45,600,956
Ordinary Shares held in treasury. The total voting rights attaching to Ordinary Shares in issue and ranking for dividends consisted of 462,173,682 as at
30 September 2023.
14. Net asset value
The net asset value per Ordinary Share and the net asset value attributable to the Ordinary Shares at the year-end are calculated in accordance with
their entitlements in the Articles of Association and were as follows:
30 September 2023 30 September 2022
NAV per Net asset value NAV per Net asset value
Ordinary Share attributable Ordinary Share attributable
Pence £’000 Pence £’000
Basic and diluted 223.08 1,031,018 197.27 969,508
Net asset value per Ordinary Share is based on net assets and on 462,173,682 Ordinary Shares (2022: 491,451,568), being the number of Ordinary
Shares in issue excluding Treasury Shares at the year-end.
15. Financial instruments and capital disclosures
Investment objective and policy
The Company’s investment objective and policy are detailed on page 54.
The Company’s financial instruments comprise equity and fixed-interest investments, cash balances, receivables, payables and borrowings. The Company
makes use of borrowings to achieve improved performance in rising markets. The risk of borrowings may be reduced by raising the level of cash balances
or fixed-interest investments held.
Risks
The risks identified arising from the financial instruments are market risk (which comprises market price risk, interest rate risk and foreign currency risk),
liquidity risk and credit and counterparty risk. The Company may also enter into derivative transactions to manage risk.
The Board and Investment Manager consider and review the risks inherent in managing the Company’s assets which are detailed below.
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15. Financial instruments and capital disclosures continued
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss
which the Company might suffer through holding market positions by way of price movements, interest rate movements, exchange rate movements and
systematic risk (risk inherent to the market, reflecting economic and geopolitical factors). The Investment Manager assesses the exposure to market risk
when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings
with the Investment Manager.
Market price risk
Market price risk (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.
Adherence to investment policies mitigates the risk of excessive exposure to any particular type of security or issuer. The portfolio is managed with
an awareness of the effects of adverse price movements through detailed and continuing analysis with the objective of maximising overall returns to
shareholders. The assessment of market risk is based on the Company’s portfolio as held at the year-end. The Company has experienced volatility in
the fair value of investments during recent years due to geopolitical events. Further additional volatility during the year has resulted from the Russian
invasion of Ukraine, the ongoing Israel/Palestine conflict, UK political instability, and inflation. The Company has used 20% to demonstrate the impact
of a significant reduction/increase in the fair value of the investments and the impact upon the Company that might arise from future significant events.
If the fair value of the listed equity investments at the year-end of £1,142,936,000 (2022: £961,000,000) decreased or increased by 20%, then it would
have had an adverse/positive impact on the Company’s capital return and equity of £228,587,000 (2022: £192,200,000).
As at 30 September 2023, £1,823,000 (2022: £25,341,000) of the Company’s investments are in unquoted companies held at fair value. A change in
market inputs that would result in a 20% decrease in the fair value of the unquoted investments at 30 September 2023 would have decreased the net
assets attributable to the Company’s shareholders by £365,000 (30 September 2022: £5,068,000); an equal change in the opposite direction would have
increased the net assets attributable to the Company’s shareholders and reduced the loss for the year by an equal amount.
Foreign currency
The value of the Company’s assets and the total return earned by the Company’s shareholders can be significantly affected by foreign exchange rate
movements, as most of the Company’s assets are denominated in currencies other than Pounds Sterling, the currency in which the Company’s financial
statements are prepared. Income denominated in foreign currencies is converted to Pounds Sterling upon receipt.
A 5% rise or decline of Sterling against foreign currency denominated (i.e. non Pounds Sterling) assets and liabilities held at the year-end would have
increased/decreased the net asset value by £47,448,000 (2022: £40,462,000).
The currency exposure is as follows:
Currency risk
GBP EUR USD SEK JPY NOK INR SGD CAD Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 30 September 2023
Other receivables 1,073 456 42,926 1,219 45,674
Cash and cash equivalents 4,196 35 4,231
Other payables (1,484) (1,423) (249) (242) (3,398)
Total return swaps (20,705) 2,006 (18,699)
4.184% Series A Sterling Unsecured Loan Notes 2036 (29,920) (29,920)
3.249% Series B Euro Unsecured Loan Notes 2036 (25,960) (25,960)
2.93% Euro Senior Unsecured Loan Notes 2037 (17,250) (17,250)
1.38% JPY Senior Unsecured Loan Notes 2032 (43,761) (43,761)
1.44% JPY Senior Unsecured Loan Notes 2033 (24,658) (24,658)
Revolving credit facility
Currency exposure on net monetary items (26,135) (44,177) 21,972 (67,407) 2,006 (113,741)
Investments held at fair value through
profit or loss–equities 108,195 253,920 376,754 3,989 203,302 153,545 34,097 10,957 1,144,759
Total net currency exposure 82,060 209,743 398,726 3,989 135,895 153,545 34,097 10,957 2,006 1,031,018
Financial Statements / Notes to the Financial Statements continued
AVI Global Trust plc / Annual Report 2023
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This exposure is representative at the Balance Sheet date and may not be representative of the year as a whole. The balances are of the holding
investment and may not represent the actual exposure of the subsequent underlying investment.
GBP EUR USD SEK JPY NOK INR Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 30 September 2022
Other receivables 795 15,034 8,337 – 1,051 25,217
Cash and cash equivalents 67,274 – – – – – 67,274
Other payables (7,351) (392) – (106) (1,031) – (8,880)
4.184% Series A Sterling Unsecured Loan Notes 2036 (29,913) (29,913)
3.249% Series B Euro Unsecured Loan Notes 2036 (26,235) (26,235)
2.93% Euro Senior Unsecured Loan Notes 2037 (17,430) (17,430)
1.38% JPY Senior Unsecured Loan Notes 2032 (49,315) (49,315)
Revolving credit facility – – – – – –
Currency exposure on net monetary items 30,805 (29,023) 8,337 (106) (49,295) (39,282)
Investments held at fair value through profit or loss –equities 129,463 163,571 379,535 13,989 186,945 101,232 34,055 1,008,790
Total net currency exposure 160,268 134,548 387,872 13,883 137,650 101,232 34,055 969,508
Interest rate risk
Interest rate movements may affect:
the fair value of investments in fixed-interest rate securities;
the level of income receivable on cash deposits;
the interest payable on variable rate borrowings; and
the fair value of the Company’s long-term debt.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making
investment decisions.
The Loan Notes issued by the Company pay a fixed rate of interest and are carried in the Company’s Balance Sheet at amortised cost rather than
at fair value. Hence, movements in interest rates will not affect net asset values, as reported under the Company’s accounting policies, but may have
an impact on the Company’s share price and discount/premium. The fair value of the debt and its effect on the Company’s assets is set out below.
The exposure at 30 September of financial assets and financial liabilities to interest rate risk is shown by reference to floating interest rates.
At At
30 September 30 September
2023 2022
£’000 £’000
Exposure to floating interest rates:
Fixed interest securities 22,359
Cash collateral receivable from broker 39,325
Cash and cash equivalents 4,231 67,274
JPY revolving credit facility
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15. Financial instruments and capital disclosures continued
Interest rate risk continued
30 September 2023 30 September 2022
Book cost Fair value Book cost Fair value
£’000 £’000 £’000 £’000
4.184% Series A Sterling Unsecured Loan Notes 2036 45,689 25,051 29,913 25,127
3.249% Series B Euro Unsecured Loan Notes 2036 36,588 22,158 26,235 22,668
2.93% Euro Senior Unsecured Loan Notes 2037 24,717 13,936 17,430 14,214
1.38% JPY Senior Unsecured Loan Notes 2032 49,377 40,584 49,315 48,640
1.44% JPY Senior Unsecured Loan Notes 2033 28,265 22,757
Total 184,636 124,487 122,893 110,649
Interest rate sensitivity of the Company’s Loan Notes is an APM as set out in the Glossary.
Liquidity risk
Liquidity risk is mitigated by the fact that the Company has £43,556,000 (2022: £67,274,000) cash and cash equivalents, the assets are readily realisable
and further short-term flexibility is available through the use of bank borrowings. The Company is a closed-ended fund, assets do not need to be
liquidated to meet redemptions, and sufficient liquidity is maintained to meet obligations as they fall due.
The remaining contractual payments on the Company’s financial liabilities at 30 September, based on the earliest date on which payment can be required
and current exchange rates at the Balance Sheet date, were as follows:
In more than In more than In more than
1 year but 2 years but 3 years but
In 1 year not more not more not more In more
or less than 2 years than 3 years than 10 years than 10 years Total
£’000 £’000 £’000 £’000 £’000 £’000
At 30 September 2023
4.184% Series A Sterling Unsecured Loan Notes 2036 (1,255) (1,255) (1,255) (8,786) (33,138) (45,689)
3.249% Series B Euro Unsecured Loan Notes 2036 (845) (845) (845) (5,918) (28,135) (36,588)
2.93% Euro Senior Unsecured Loan Notes 2037 (508) (508) (508) (3,558) (19,635) (24,717)
1.38% JPY Senior Unsecured Loan Note 2032 (606) (606) (606) (47,559) (49,377)
1.44% JPY Senior Unsecured Loan Note 2033 (356) (356) (356) (27,197) (28,265)
Total return swap liabilities (20,873) (20,873)
Other payables (3,398) (3,398)
(27,841) (3,570) (3,570) (93,018) (80,908) (208,907)
In more than In more than In more than
1 year but 2 years but 3 years but
In 1 year not more not more not more In more
or less than 2 years than 3 years than 10 years than 10 years Total
£’000 £’000 £’000 £’000 £’000 £’000
At 30 September 2022
4.184% Series A Sterling Unsecured Loan Notes 2036 (1,255) (1,255) (1,255) (8,786) (34,393) (46,944)
3.249% Series B Euro Unsecured Loan Notes 2036 (855) (855) (855) (5,982) (29,293) (37,840)
2.93% Euro Senior Unsecured Loan Notes 2037 (514) (514) (514) (3,596) (20,360) (25,498)
1.38% JPY Senior Unsecured Loan Notes 2032 (683) (683) (683) (54,275) (56,324)
Other payables (8,880) (8,880)
(12,187) (3,307) (3,307) (72,639) (84,046) (175,486)
Financial Statements / Notes to the Financial Statements continued
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Credit risk
Credit risk is mitigated by diversifying the counterparties through which the Investment Manager conducts investment transactions. The credit standing
of all counterparties is reviewed periodically, with limits set on amounts due from any one counterparty. As at the year-end cash is held with JP Morgan
(A2*) and Morgan Stanley in the Liquidity Fund (AAA*).
The total credit exposure represents the carrying value of fixed-income investments, cash and receivable balances and totals £52,079,000
(2022: £114,850,000).
Fair values of financial assets and financial liabilities
Valuation of financial instruments
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the
relevant assets as follows:
• Level 1 – valued using quoted prices unadjusted in active markets for identical assets or liabilities.
• Level 2 – valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included within Level 1.
• Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability.
The tables below set out fair value measurements of financial instruments as at the year-end, by the level in the fair value hierarchy into which the fair
value measurement is categorised.
Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or loss at 30 September 2023 £’000 £’000 £’000 £’000
Equity investments 1,142,936 1,823 1,144,759
Total return swap assets – 2,174 – 2,174
1,142,936 2,174 1,823 1,146,933
Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or loss at 30 September 2022 £’000 £’000 £’000 £’000
Equity investments 961,000 25,431 986,431
Fixed interest securities 22,359 22,359
983,359 25,431 1,008,790
Fair value of Level 3 investments
30 September 30 September
2023 2022
£’000 £’000
Opening fair value of investments 25,431 3,081
Acquisition 583 31,179
Transfer from Level 1 to Level 3 in the year
Sales proceeds (21,715) (8,249)
Realised gain/(loss) on equity sales (1,687) 441
Movement in investment holding gains (789) (1,021)
Closing fair value of investments 1,823 25,431
The fair values of the Level 3 investments are valued with reference to the net asset value.
Financial liabilities
Valuation of Loan Notes
The Company’s Loan Notes are measured at amortised cost, with the fair values and costs of early redemption set out in the Glossary on page 104.
Other financial assets and liabilities of the Company are carried in the Balance Sheet at an approximation to their fair value.
There is no publicly available price for the Company’s Loan Notes. Their fair market value has been derived by calculating the relative premium
(or discount) of the loan versus the publicly available market price of the reference market instrument and exchange rates. As this price is derived
by a model, using observable inputs, it would be categorised as Level 2 under the fair value hierarchy.
* Moody’s credit ratings.
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15. Financial instruments and capital disclosures continued
Financial liabilities continued
Valuation of Loan Notes continued
The financial liabilities in the table below are shown at their fair value, being the amount at which the liability may be transferred in an orderly transaction
between market participants.
Level 1 Level 2 Level 3 Total
Financial liabilities at 30 September 2023 £’000 £’000 £’000 £’000
Loan Notes (124,487) (124,487)
Total return swap liabilities (20,873) (20,873)
(145,360) (145,360)
Level 1 Level 2 Level 3 Total
Financial liabilities at 30 September 2022 £’000 £’000 £’000 £’000
Loan Notes (110,649) (110,649)
(110,649) (110,649)
The fair value of the total return swaps is derived using the market price of the underlying instruments and exchange rates and therefore would be
categorised as Level 2.
Capital management policies and procedures
The structure of the Company’s capital is described on page 55 and details of the Company’s reserves are shown in the Statement of Changes in Equity
on page 66.
The Company’s capital management objectives are:
to ensure that it will be able to continue as a going concern;
to achieve capital growth through a focused portfolio of investments, particularly in companies whose share prices stand at a discount to estimated
underlying net asset value, through an appropriate balance of equity capital and debt; and
to maximise the return to shareholders while maintaining a capital base to allow the Company to operate effectively and meet obligations as they fall due.
The Board, with the assistance of the Investment Manager, regularly monitors and reviews the broad structure of the Company’s capital on an ongoing
basis. These reviews include:
the level of gearing, which takes account of the Company’s position and the Investment Manager’s views on the market; and
the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company’s objectives, policies and processes for managing capital are unchanged from last year.
The Company is subject to externally imposed capital requirements:
a) as a public company, the Company is required to have a minimum share capital of £50,000; and
b) in accordance with the provisions of Sections 832 and 833 of the Companies Act 2006, the Company, as an investment company:
(i) is only able to make a dividend distribution to the extent that the assets of the Company are equal to at least one and a half times its liabilities
after the dividend payment has been made; and
(ii) is required to make a dividend distribution with respect to each accounting year such that it does not retain more than 15% of the income that
it derives from shares and securities in that year.
These requirements are unchanged since last year and the Company has complied with them at all times.
Financial Statements / Notes to the Financial Statements continued
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16. Derivatives
The Company may use a variety of derivative contracts, including total return swaps, to enable it to gain long exposure to individual securities.
Derivatives are valued by reference to the underlying market value of the corresponding security.
At At
30 September 30 September
2023 2022
£’000 £’000
Total return swaps
Current assets 2,174
Current liabilities (20,873)
Net value of derivatives (18,699)
The gross positive exposure on total return swaps as at 30 September 2023 was £70,934,000 (30 September 2022: £nil) and the total negative exposure
of total return swaps was £46,986,000 (30 September 2022: £nil). The liabilities are secured against assets held with Jefferies International Limited (the
prime broker). The collateral held as at 30 September 2023 was £39,325,000 (30 September 2022: £nil).
17. Contingencies, guarantees and financial commitments
At 30 September 2023, the Company had no significant financial commitments.
18. Related party transactions and transactions with the Investment Manager
Fees paid to the Company’s Directors are disclosed in the Report on Remuneration Implementation on page 92. At the year-end, £nil was outstanding due
to Directors (2022: £24,000).
The transaction pursuant to the IMA with AVI is set out in the Report of the Directors on page 58. Management fees for the year amounted
to £6,891,000 (2022: £7,650,000).
As at the year-end, the following amounts were outstanding in respect of management fees: £573,000 (2022: £nil).
19. Post balance sheet events
Since the year-end, the Company has bought back 5,063,339 Ordinary Shares with a nominal value of £101,267 at a total cost of £9,930,000.
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The Company’s AIFM is Asset Value Investors Limited.
The AIFMD requires certain information to be made available to
investors in AIFs before they invest and requires that material changes
to this information be disclosed in the annual report of each AIF. Those
disclosures that are required to be made pre-investment are included
within an AIFMD Investor Disclosure Document. This, together with
other necessary disclosures required under AIFMD, can be found on the
Company’s website www.aviglobal.co.uk.
All authorised AIFMs are required to comply with the AIFMD Remuneration
Code. The AIFM’s remuneration disclosures can be found on the
Company’s website www.aviglobal.co.uk.
Leverage:
For the purposes of the AIFMD, leverage is any method which increases
the Company’s exposure, including the borrowing of cash and the use
of derivatives.
This is expressed as a ratio between the Company’s exposure and its net
asset value, and is calculated under the Gross and Commitment Methods
in accordance with AIFMD. Under the Gross Method, exposure represents
the sum of the Company’s positions without taking account of any netting
or hedging arrangements. Under the Commitment Method, exposure is
calculated after certain hedging and netting positions are offset against
each other.
The Company is required to state its maximum and actual leverage levels,
calculated as prescribed by the AIFMD as at 30 September 2023. This
gives the following figures:
Leverage Exposure Gross Method Commitment Method
Maximum Limit 150% 130%
Actual Level 137% 128%
Other Reports / AIFMD Disclosures (Unaudited)
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Role of the Audit Committee
The Audit Committee’s main functions are:
To monitor the internal financial control and risk management systems
on which the Company is reliant.
To consider whether there is a need for the Company to have its own
internal audit function.
To monitor the integrity of the half year and annual financial
statements of the Company by reviewing and challenging, where
necessary, the actions and judgements of the Investment Manager
and the Administrator.
To review the proposed audit programme and the subsequent Audit
Report of the external Auditor and to assess the effectiveness and
quality of the audit process, the nature of the non-audit work and
the levels of fees paid in respect of both audit and non-audit work,
in compliance with the Company’s Non-Audit Services Policy.
To make recommendations to the Board in relation to the
appointment, re-appointment or removal of the Auditor, and to
negotiate their remuneration and terms of engagement on audit
and non-audit work.
To monitor and review annually the external Auditor’s independence,
objectivity, effectiveness, resources and qualifications.
Composition of the Audit Committee
The Audit Committee comprises the whole Board, being independent
Directors. Calum Thomson, a qualified chartered accountant with over
25 years’ experience, has chaired the Audit Committee throughout the
year. All members of the Committee have recent and relevant financial
experience, and the Committee as a whole has competence relevant to
the investment trust sector. The Audit Committee operates within defined
terms of reference, which are available on the Company’s website.
Activities During the Year:
Carried out a tender process in respect of the 2023 Audit and made
recommendations to the Board in relation to the appointment of
BDO LLP as Auditor;
Review of the Half Year Report for the period to 31 March 2023,
recommending its approval to the Board;
Consideration of the external Auditor’s plan for the audit of the year
end financial statements;
Review of the Company’s internal controls and risk management
system, including an annual assessment of emerging and principal
risks facing the Company;
Review of the service levels provided by the Company’s Custodian
and Depositary;
Review of the controls reports issued by the Company’s outsourced
service providers, including those issued by the Company’s
Administrator, Depositary, Custodian and Investment Manager;
Review of the year-end financial statements, including a review to
ensure that the financial statements issued by the Company are
considered fair, balanced and understandable, and discussion of the
findings of the external audit with the Auditor. Several sections of the
Annual Accounts are not subject to formal statutory audit, including the
Strategic Report and Investment Manager’s Review; and the checking
process for the financial information in these sections was considered
by the Audit Committee, and by the Auditor;
Assessment and recommendation to the Board on whether it was
appropriate to prepare the Company’s financial statements on the
going concern basis. This review included challenging the assumptions
on viability of the Company and reviewing stress tests focused on its
ability to continue to meet its viability. The Board’s conclusions are
set out in the Report of the Directors on page 63;
Consideration of a statement by the Directors on the long-term viability
of the Company. That statement can be found on page 63;
Recommendation of a final dividend for the year ended 30 September
2023 and an interim dividend for the period to 31 March 2023;
Review of special dividends received in the year to determine their
allocation to the revenue or capital account in the Statement of
Comprehensive Income;
Discuss the tax treatment of a material unlisted investment;
Review of the schedule of expenditure changes; and
Review of the Committee’s terms of reference.
Significant Areas of Focus
The Committee considers in detail the annual and interim statements and
its key focus in its work on the Annual Report and Accounts is that the
financial statements are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy. The Committee
also carefully considers the most significant issues, both operational
and financial, likely to impact on the Company’s financial statements.
The key area of focus for the Committee was the valuation of the
investment portfolio: 99.84% of the equity investment portfolio at the
year-end can be verified against daily market prices and observable
price movements. The remaining 0.16% uses methodologies not based
on observable inputs.
The following other areas of focus were considered throughout the year
and as part of the annual audit:
The possibility of management override of controls, because
individuals have access to the Company’s assets and accounting
records in order to fulfil their roles. The Board, through the Audit
Committee, is responsible for ensuring that suitable internal control
systems to prevent and detect fraud and error are designed and
implemented by the third-party service providers to the Company and
is also responsible for reviewing the effectiveness of such controls.
Valuation of assets: Most of the Company’s assets are listed and
regularly traded and so values for these assets can be verified from
market sources. In the case of unlisted investments the Committee
challenges management to ensure that valuations are reasonable
and appropriate given the circumstances and information available.
Valuations are also verified as part of the audit process.
Revenue recognition: Dividends are accounted for on an ex-dividend
basis and occasionally the Company receives special dividends.
All revenues are reconciled and there is separation of duties between
the Investment Manager and Administrator.
Management fees: The Investment Manager’s fee is the largest
expense item. The Administrator ensures that each fee payment is
independently verified and the amounts paid are further verified as part
of the audit process.
Debt covenants: Compliance with debt covenants is verified by the
Administrator at each month end and certified to lenders and notified
to the Directors.
Going Concern and Viability: During the year and as part of the year-end
review the Committee considered the Company’s ability to continue to
operate and its future viability. Stress tests were carried out, examining
the effects of substantial falls in asset value and revenues. Throughout
the year, the Audit Committee has also dedicated time to considering
the likely economic effects and the impact on the Company of the war
in Ukraine, the ongoing Israel/Palestine conflict, political and economic
instability in the UK, supply shortages and inflationary pressures.
Compliance with the Companies Act and Listing Rules: Reports on
compliance are received and reviewed at each quarterly Board meeting.
Investment Trust Status: A report on compliance with the requirements
to maintain investment trust status is received and reviewed at each
Board meeting. As part of the year-end process, the Audit Committee
reviews the requirements to retain investment trust status, and in
particular the minimum dividend distribution which must be made
with respect to the year under review.
Other Reports / Report of the Audit Committee
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Significant Areas of Focus continued
A further significant risk control is to ensure that the investment portfolio
accounted for in the financial statements reflects physical ownership of
the relevant securities. The Company uses the services of an independent
Custodian (JPMorgan Chase Bank, NA) to hold the assets of the Company.
The investment portfolio is reconciled regularly by the Administrator to the
Custodian’s records. The systems and controls operated by the Custodian
are also monitored by the Depositary, J.P. Morgan Europe Limited, whose
responsibilities include oversight of the safekeeping of the Company’s
assets. The Audit Committee meets with the Depositary, as necessary,
to review the work of the Depositary, and to consider the effectiveness
of the internal controls at the Custodian.
Given the nature of the Company’s investments, substantial funds can be
received from corporate actions at investee companies. The implementation
of the corporate actions can be complex and challenging. The Committee
reviews such corporate actions, and takes advice where necessary.
The Committee reviews the analysis of corporate actions provided by
the Investment Manager and ensures that the treatment in the financial
statements is appropriate.
The Company suffers withholding tax on many of its dividends received,
some of which is irrecoverable. The Audit Committee and the Investment
Manager aim to ensure that any recoverable withholding tax is received
in a timely manner. However, such recovery can be difficult in some
jurisdictions, and the Company has incurred professional service fees
in this area.
At each Audit Committee meeting, the members discussed the emerging
risks that may have an impact on the Company. Topics discussed in the
year under review included the continuing effects of the Russian invasion
of Ukraine, the conflict in Israel and in particular increasing levels of inflation
and the growing prominence of climate change.
Internal Controls
The Board confirms that there is an ongoing process for identifying,
evaluating and managing the emerging and principal risks faced by the
Company in line with the FRC’s Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting published in
September 2014 and the FRC’s Guidance on Audit Committees published
in April 2016. This process has been in place for the year under review and
up to the date of approval of this report, and accords with the guidance.
In particular, it has reviewed and updated the process for identifying and
evaluating the significant risks affecting the Company and policies by
which these risks are managed. The risks of any failure of such controls are
identified in a Risk Matrix and a schedule of Key Risks, which are regularly
reviewed by the Board and which identify the likelihood and severity of the
impact of such risks and the controls in place to minimise the probability
of such risks occurring. Where reliance is made on third parties to manage
identified risks, those risks are matched to appropriate controls reported
in the relevant third-party service provider’s annual report on controls.
The principal risks identified by the Board are set out in the Strategic
Report on pages 12 to 15.
The following are the key components which the Company has in place
to provide effective internal control:
The Board has agreed clearly defined investment criteria, which specify
levels of authority and exposure limits. Reports on compliance with
these criteria are regularly reviewed by the Board.
The Board has a procedure to ensure that the Company can continue
to be approved as an investment company by complying with sections
1158/1159 of the Corporation Tax Act 2010.
The Investment Manager and Administrator prepare forecasts
and management accounts which allow the Board to assess the
Company’s activities and to review its performance.
The contractual agreements with the Investment Manager and
other third-party service providers, and adherence to them, are
regularly reviewed.
The services of and controls at the Investment Manager and other
third-party suppliers are reviewed at least annually.
The Audit Committee receives and reviews assurance reports on the
controls of all third-party service providers, including the Custodian
and Administrator, undertaken by professional service providers.
The Audit Committee seeks to ensure that the Company is recovering
withholding tax on overseas dividends to the fullest extent possible.
The Investment Manager’s Compliance Officer continually reviews
the Investment Manager’s operations. The Investment Manager also
employs an independent compliance consultant. Compliance reports
are submitted to the Committee at least annually.
Internal control systems are designed to meet the Company’s particular
needs and the risks to which it is exposed. They do not eliminate the risk of
failure to achieve business objectives and, by their nature, can only provide
reasonable and not absolute assurance against misstatement or loss.
As the Company has no employees, it does not have a whistle-blowing
policy and procedure in place. The Company delegates its main functions
to third-party providers, each of whom report on their policies and
procedures to the Audit Committee.
The Audit Committee believes that the Company does not require an
internal audit function, principally because the Company delegates its
day-to-day operations to third parties, which are monitored by the
Committee, and which provide control reports on their operations
at least annually.
Audit Tender
As discussed in the 2022 Annual Report, the audit was put out to
competitive tender during the year under review.
In October 2022, three audit firms were invited to take part in the tender
and KPMG LLP, the incumbent auditor at the time, was also considered
as a participant. Two of the firms responded that, due to varying reasons
but largely in relation to operational pressure on capacity, they were unable
to take part in the tender at that time. Following discussion and review of
the submitted tender document, the Audit Committee agreed to receive a
presentation from BDO LLP, the firm which had indicated that they were
able to take part in the tender. Further to the presentation and discussions
held with BDO LLP and giving consideration to the level of investment
trust experience of the team, the audit fee and its independence, the Audit
Committee recommended BDO LLP’s appointment as Auditor to the
Board. In accordance with the Statutory Audit Services Order 2014, issued
by the Competition and Markets Authority (CMA Order), a competitive
audit tender must be carried out at least every ten years. The Company
is therefore required to carry out a tender no later than in respect of the
financial year ending 30 September 2033.
Other Reports / Report of the Audit Committee continued
AVI Global Trust plc / Annual Report 2023
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External Audit Process
The Audit Committee meets at least twice a year with the Auditor.
The Auditor provides a planning report in advance of the preparation
of the Annual Report and a report on the annual audit. The Audit
Committee has an opportunity to question and challenge the Auditor
in respect of each of these reports. In addition, the Audit Committee
Chairman discusses the audit plan and results of the audit with the external
Auditor prior to the relevant Audit Committee meeting. After each audit, the
Audit Committee reviews the audit process and considers its effectiveness.
The review of the 2022 audit concluded that the audit process had worked
well, and that the key matters had been adequately addressed by the
auditors in 2022, KPMG LLP. At least once a year, the Audit Committee
has an opportunity to discuss any aspect of the Auditor’s work with the
Auditor in the absence of the Investment Manager and administrators.
The Audit Committee specifically considered and discussed with the
Auditor the use of Alternative Performance Measures in this Annual Report.
The Auditor made a number of recommendations, which have been
incorporated in the Annual Report. The Committee also requested that
the Auditor would report on general practice with regards to disclosures
regarding Consumer Duty, and discussed this at its October 2023 meeting.
Relevant disclosures are included in this Annual Report.
Auditor Assessment and Independence
The Audit Committee has reviewed BDO’s independence policies
and procedures, including quality assurance procedures. It was
considered that those policies and procedures remained fit for purpose.
Christopher Meyrick is the Audit Partner allocated to the Company. The
audit of the financial statements for the year to 30 September 2023 is his
first as Audit Partner as it is the first year for which BDO have been the
Company’s auditors. The Committee has also taken into consideration the
standing, skills and experience of the audit firm and the audit team,
and is satisfied that BDO is both independent and effective in carrying out
their responsibilities.
The Audit Committee has discussed the findings of the FRC’s recent
2023 Audit Quality Report on the quality of audits performed by BDO
and questioned the audit team on any particular areas of the findings that
caused them to change their audit approach and was relevant to the audit
of the Company. Whilst the Committee is disappointed with the lack of
progress since the previous Audit Quality Report, it has satisfied itself that
none of the shortcomings identified are directly relevant to the audit of the
Company.
Fees Payable to the Auditor
Total fees payable to the Auditor were £54,000 (2022: £45,000 paid to
KPMG LLP). Of the total fees, the fees for audit services were £54,000
(2022: £45,000 paid to KPMG LLP). The Audit Committee has approved
and implemented a policy on the engagement of the Auditor to supply
non-audit services, taking into account the recommendations of the
FRC, and does not believe there to be any impediment to the Auditor’s
objectivity and independence.
All non-audit work to be carried out by the Auditor must be approved
by the Audit Committee in advance. The cost of non-audit services
provided by the Auditor for the financial year ended 30 September 2023
was £nil (2022: KPMG LLP £nil). The Audit Committee is satisfied that
BDO was independent on appointment and remains independent.
Re-appointment of the Auditor
Taking into account the performance and effectiveness of the Auditor
and the confirmation of their independence, the Committee recommends
that BDO LLP be re-appointed as Auditor to the Company.
CMA Order
AGT has complied throughout the year ended 30 September 2023
with the provisions of the CMA Order.
Calum Thomson
Audit Committee Chairman
9 November 2023
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This Remuneration Policy provides details of the remuneration policy for
the Directors of the Company. All Directors are independent and non-
executive, appointed under the terms of Letters of Appointment, and none
have a service contract. The Company has no employees.
This Remuneration Policy was last approved at the AGM of the Company
held in 2022. The policy will apply until it is next put to shareholders for
renewal of that approval at the Company’s AGM in 2025. Any variation
of the policy prior to the 2025 AGM would be submitted for shareholder
approval.
The non-executive Directors of the Company are entitled to such rates of
annual fees as the Board at its discretion shall from time to time determine.
In addition to the annual fee, under the Company’s Articles of Association,
if any Director is requested to perform extra or special services, they will
be entitled to receive such additional remuneration as the Board may think
fit, and such remuneration may be either in addition to or in substitution for
any other remuneration that they may be entitled to receive.
Total remuneration paid to Directors is subject to an annual aggregate limit
of £300,000, as set out in the Company’s Articles of Association.
No component of any Director’s remuneration is subject to performance
factors.
The rates of fees per Director are reviewed annually. Annual fees are
pro-rated where a change takes place during a financial year.
Table of Directors’ Remuneration Components*
Component Director Rate at 30 September 2023 Purpose of reward Operation
Annual Fee All Directors £34,000 For commitment as Directors Determined by the Board
of a public company at its discretion (see note 1)
Additional Fee Chairman £19,000 For additional responsibility Determined by the Board
of the Board and time commitment at its discretion (see note 1)
Additional Fee Chairman of the £5,000 For additional responsibility Determined by the Board
Audit Committee and time commitment at its discretion (see note 1)
Additional Fee Senior Independent £2,500 For additional responsibility Determined by the Board
Director and time commitment at its discretion (see note 1)
Additional Fee All Directors Discretionary For performance of extra or Determined by the Board
special services in their role at its discretion
as a Director (see notes 1 and 2)
Expenses All Directors N/A Reimbursement of expenses paid Reimbursement upon
by them in order to perform submission of appropriate
their duties invoices
Notes:
1. The Board only exercises its discretion in setting rates of fees after an analysis of fees paid to Directors of other companies having similar profiles to that of the
Company, and consultation with third-party advisers. Individual Directors do not participate in discussions relating to their own remuneration.
2. Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special duties. No such fees were paid in the year
to 30 September 2023.
* The Company has no employees. Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees. No Director is entitled
to receive any remuneration which is performance-related. As a result, there are no performance conditions in relation to any elements of the Directors’ remuneration in
existence to set out in this Remuneration Policy.
Other Reports / Directors' Remuneration Policy
AVI Global Trust plc / Annual Report 2023
90
Views of Shareholders
Any views expressed by shareholders on the fees being paid to Directors
would be taken into consideration by the Board when reviewing levels
of remuneration.
Recruitment Remuneration Principles
1. The remuneration package for any new Chairman or non-executive
Director will be the same as the prevailing rates determined on the bases
set out above. The fees and entitlement to reclaim reasonable expenses
will be set out in Directors’ Letters of Appointment.
2. The Board will not pay any introductory fee or incentive to any person
to encourage them to become a Director, but may pay the fees of
search and selection specialists in connection with the appointment
of any new non-executive Director.
3. The Company intends to appoint only non-executive Directors for the
foreseeable future.
4. The maximum aggregate fees currently payable to all Directors is
£300,000.
Service Contracts
None of the Directors has a service contract with the Company.
Non-executive Directors are engaged under Letters of Appointment
and are subject to annual re-election by shareholders.
Loss of Office
Directors’ Letters of Appointment expressly prohibit any entitlement
to payment on loss of office.
Scenarios
The Chairman’s and non-executive Directors’ remuneration is fixed at
annual rates, and there are no other scenarios where remuneration will
vary unless there are payments for extra or special services in their role as
Directors. It is accordingly not considered appropriate to provide different
remuneration scenarios for each Director.
Statement of Consideration of Conditions Elsewhere in the Company
As the Company has no employees, a process of consulting with
employees on the setting of the Remuneration Policy is not relevant.
Other Items
None of the Directors has any entitlement to pensions or pension-related
benefits, medical or life insurance schemes, share options, long-term
incentive plans or performance-related payments. No Director is entitled
to any other monetary payment or any assets of the Company except
in their capacity (where applicable) as shareholders of the Company.
Directors’ and Officers’ liability insurance cover is maintained by the
Company, at its expense, on behalf of the Directors.
The Company has also provided indemnities to the Directors in respect
of costs or other liabilities which they may incur in connection with any
claims relating to their performance or the performance of the Company
whilst they are Directors.
The Directors’ interests in contractual arrangements with the Company
are as shown in the Report of the Directors. Except as noted in the Report
of the Directors, no Director was interested in any contracts with the
Company during the period or subsequently.
Review of the Remuneration Policy
The Board has agreed that there would be a formal review before any
change to the Remuneration Policy; and, at least once a year, the
Remuneration Policy will be reviewed to ensure that it remains appropriate.
AVI Global Trust plc / Annual Report 2023
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The Directors who served during the year received the following emoluments:
Single Total Figure Table (audited information)
Fees paid (£) Taxable benefits (£) Total (£) Percentage change (%)
1
Name of Director 2023 2022 2023 2022 2023 2022 2022-2023 2021-2022 2021-2020
Graham Kitchen 47,664 30,500 467 877 48,131 31,377 56.3
3
5.2 3.4
Anja Balfour 33,000 30,500 5,514 4,450 38,514 34,950 8.2 5.2 3.4
Neil Galloway 33,000 30,500 33,000 30,500 8.2 5.2
June Jessop
2
25,000 2,404 27,404
Calum Thomson 40,500 37,490 864 1,211 41,364 38,701 8.0 10.3
4
3.4
Susan Noble
5
11,026 47,500 267 1,287 11,293 48,787 5.6 3.9
Nigel Rich
6
6,704 6,704 4.3
190,190 183,194 9,516 7,825 199,706 191,019
* Reimbursement of travel expenses.
1
The average percentage change over the previous financial years. Fees for Directors who were appointed or resigned during the year were calculated on a pro-rata basis,
in order to provide a meaningful figure.
2
Appointed 1 January 2023.
3
Mr Kitchen was appointed as Chairman with effect from 20 December 2022 and since then received the additional fee for this function.
4
Mr Thomson was appointed as Senior Independent Director with effect from 16 December 2021 and since then received the additional fee for this function.
5
Retired 20 December 2022.
6
Retired 16 December 2021.
This Report is prepared in accordance with Schedule 8 of the Large
and Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013.
A resolution to approve this Report on Remuneration Implementation will be
proposed at the AGM of the Company to be held on 20 December 2023.
Statement from the Chairman
As the Company has no employees and the Board is comprised wholly
of non-executive Directors, the Board has not established a separate
Remuneration Committee. Directors’ remuneration is determined by
the Board as a whole, at its discretion within an aggregate ceiling of
£300,000 per annum. Each Director abstains from voting on their own
individual remuneration.
During the year, the Board carried out a review of the level of Directors’
fees in accordance with the Remuneration Policy and considered the level
of non-executive director fee increases applied by investment trusts with
assets of around £1bn, as well as by the Company’s peer group. This
review concluded that the fees would be increased with effect from 1 April
2023 to £53,000 (previously £50,000) per annum for the Chairman and
£34,000 (previously £32,000) per annum for other Directors. The additional
fees payable to the Chairman of the Audit Committee and to the Senior
Independent Director remained unchanged, at £5,000 and £2,500 per
annum respectively.
The Board is satisfied that the changes to the remuneration of the
Directors are compliant with the Directors’ Remuneration Policy approved
by shareholders at the AGM held on 20 December 2022.
There will be no significant change in the way that the Remuneration Policy
will be implemented in the course of the next financial year.
Directors’ Emoluments (audited information)
Directors are only entitled to fees at such rates as are determined by
the Board from time to time and in accordance with the Directors’
Remuneration Policy as approved by the shareholders.
None of the Directors has any entitlement to pensions or pension-related
benefits, medical or life insurance schemes, share options, long-term
incentive plans or performance-related payments. No Director is entitled
to any other monetary payment or any assets of the Company consequently,
there are no arrangements in place for payments to past Directors.
Accordingly, the Single Total Figure table below does not include columns
for any of these items or their monetary equivalents.
As the Company does not have a Chief Executive Officer or any executive
Directors, there are no percentage increases to disclose in respect of
their total remuneration, and it has not reported on those aspects of
remuneration that relate to executive Directors.
Directors’ & Officers’ liability insurance is maintained and paid for by the
Company on behalf of the Directors.
In line with market practice, the Company has agreed to indemnify
the Directors in respect of costs, charges, losses, liabilities, damages
and expenses, arising out of any claims or proposed claims made for
negligence, default, breach of duty, breach of trust or otherwise, or relating
to any application under Section 1157 of the Companies Act 2006,
in connection with the performance of their duties as Directors of the
Company. The indemnities would also provide financial support from the
Company should the level of cover provided by the Directors’ & Officers’
liability insurance maintained by the Company be exhausted.
Voting at AGM
A binding Ordinary Resolution approving the Directors’ Remuneration
Policy and a non-binding Ordinary Resolution adopting the Directors’
Report on Remuneration Implementation for the year ended 30 September
2022 were approved by shareholders at the AGM held on 20 December
2022. The votes cast by proxy were as follows:
Remuneration Policy
For – % of votes cast 99.70%
Against – % of votes cast 0.23%
At Chairman’s discretion – % of votes cast 0.07%
Total votes cast 160,532,124
Number of votes withheld 462,486
Report on Remuneration Implementation
For – % of votes cast 99.69%
Against – % of votes cast 0.23%
At Chairman’s discretion – % of votes cast 0.08%
Total votes cast 160,532,124
Number of votes withheld 462,486
*
Other Reports / Report on Remuneration Implementation
AVI Global Trust plc / Annual Report 2023
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Sums Paid to Third Parties (audited information)
None of the fees referred to in the above table were paid to any third party
in respect of the services provided by any of the Directors.
Other Benefits
Taxable benefits – Article 100 of the Company’s Articles of Association
provides 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.
Pensions related benefits – Article 101 permits the Company to provide
pension or similar benefits for Directors and employees of the Company.
However, no pension schemes or other similar arrangements have been
established and no Director is entitled to any pension or similar benefits.
Share Price Total Return
The chart below illustrates the total shareholder return for a holding
in the Company’s shares, as compared to the MSCI All Country World
ex-US Index and the MSCI All Country World Index (£ adjusted total
return), which have been adopted by the Board as the measure for both
the Company’s performance and that of the Investment Manager for the
year.
Statement of Directors’ Shareholding and Share Interests
(audited information)
Neither the Company’s Articles of Association nor the Directors’
Letters of Appointment require a Director to own shares in the Company.
The interests of the Directors and their connected persons in the equity
and debt securities of the Company at 30 September 2023 (or date of
retirement if earlier or date of appointment, if later) are shown in the table
below:
Ordinary Shares
Director 2023 2022
Graham Kitchen 109,500
1
74,500
1
Susan Noble
55,150 55,150
Anja Balfour 36,500 36,500
Neil Galloway 25,000
June Jessop
††
28,000
Calum Thomson 44,490 44,490
1
Includes 33,250 shares held by Jane Kitchen as at 30 September 2023
(as at 30 September 2022: 27,250).
Retired 20 December 2022.
††
Appointed 1 January 2023.
Since 30 September 2023, Neil Galloway has purchased a total of 15,000
shares in the Company. There have been no other changes to Directors’
interests between 30 September 2023 and the date of this Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8
of the Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013, I confirm that the above Report
on Remuneration Implementation summarises, as applicable, for the year
to 30 September 2023:
(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.
Graham Kitchen
Chairman
9 November 2023
AGT Price Total Return
MSCI ACWI
MSCI ACWI ex-US
Sep
2013
Sep
2014
Sep
2015
Sep
2023
Sep
2022
Sep
2021
Sep
2020
Sep
2019
Sep
2018
Sep
2017
Sep
2016
50
100
150
200
250
300
350
£
Ten years to 30 September 2023
Relative Importance of Spend on Pay
The table below shows the proportion of the Company’s income spent
on pay.
2023 2022 Difference
Spend on Directors’ fees* £190,000 £183,000 3.8%
Management fee and
other expenses £8,673,000 £10,276,000 (15.6)%
Distribution to shareholders:
(a) dividends £15,959,000 £16,683,000 (4.3)%
(b) share buybacks £56,668,000 £36,678,000 54.5%
* As the Company has no employees the total spend on remuneration comprises
only the Directors’ fees.
Note: the items listed in the table above are as required by the Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 ss.20, with the exception of the management fee and other
expenses, which has been included because the Directors believe that it will help
shareholders’ understanding of the relative importance of the spend on pay.
The figures for this measure are the same as those shown in note 3 to the
financial statements.
AVI Global Trust plc / Annual Report 2023
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Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at
30 September 2023 and of its profit for the year then ended;
• have been properly prepared in accordance with UK-adopted
International Accounting Standards; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of AVI Global Trust plc (the
‘Company’) for the year ended 30 September 2023 which comprise the
Statement of Comprehensive Income, Statement of Changes in Equity,
Balance Sheet, Statement of Cash Flows, and Notes to the Financial
Statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted International Accounting Standards.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for
the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent with the
additional report to the audit committee.
Independence
Following the recommendation of the Audit Committee, we were appointed
by the Board of Directors on 19 January 2023 to audit the financial
statements for the year ended 30 September 2023 and subsequent
financial periods. The period of total uninterrupted engagement is one year,
covering the year ended 30 September 2023. 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.
The non-audit services prohibited by that standard were not provided to
the Company.
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 the appropriateness of the Directors’ method of assessing
going concern in light of market volatility and the present uncertainties
in economic recovery by reviewing the information used by the
Directors in completing their assessment;
Consideration of risk that could plausibly, individually and collectively,
result in liquidity issues, taking into account the Company’s current
and projected cash and liquid investment position;
Assessing compliance with debt covenants, including forecast ability
to comply with them in the going concern period;
Reviewing the forecasted cash flows that support the Directors’
assessment of going concern, challenging assumptions and
judgements made in the forecasts, and scenarios considered,
assessing them for reasonableness. In particular, we considered the
liquidity of the portfolios and the available cash resources relative to
the forecast expenditure which was assessed against the prior year for
reasonableness; and
Checking the accuracy of historical forecasting by agreeing
to actual results.
Other Reports / Independent Auditor's Report
To the Members of AVI Global Trust plc
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.
Overview
Key audit matters 2023
Valuation and ownership
of quoted investments
Materiality £9.8m based on 1%
of Net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and
its environment, including the Company’s system of internal control, and
assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the Directors
that may have represented a risk of material misstatement.
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, including
those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
AVI Global Trust plc / Annual Report 2023
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Company financial statements
2023
Materiality £9.8m
Basis for determining
materiality
1% of Net assets.
The above amount was based on
Net Asset Value (NAV) as at the planning
stage of the audit.
Rationale for the
benchmark applied
As an investment trust, the net asset
value is the key measure of performance
for users of the financial statements.
Performance materiality £7.3m
Basis for determining
performance materiality
75% of materiality
Rationale for the
percentage applied for
performance materiality
The level of performance materiality
applied was set after having considered a
number of factors including the expected
total value of likely misstatements.
Reporting threshold
We agreed with the Audit Committee that we would report to them all
individual audit differences in excess of £490k. We also agreed to report
differences below these thresholds that, in our view, warranted reporting
on qualitative grounds.
Our application of materiality
We apply the concept of materiality both in planning and performing our
audit and in evaluating the effect of misstatements. We consider materiality
to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Key audit matter
How the scope of our audit addressed
the key audit matter
Valuation and ownership of
quoted investments
Refer to page 87 (Audit
Committee Report), page 70
(Accounting policy) and pages
79-84 (Financial disclosures)
The investment portfolio at the year-end comprised of
quoted investments amounting to £1,143 million.
We considered the valuation and ownership of quoted
investments to be the most significant audit area
as the quoted investments also represent the most
significant balance in the Financial Statements and
underpin a significant portion of the principal activity
of the entity.
Whilst we do not consider their valuation to be subject
to a significant degree of estimation or judgement,
there is a risk that the prices used for the listed equity
investments held by the Company are not reflective of
the fair value of those investments as at the year-end.
There is also a risk that errors made in the recording
of investment holdings result in the incorrect reflection
of investments owned by the Company.
For these reasons and the materiality of the balance
in relation to the financial statements as a whole, we
considered this to be a key audit matter.
We responded to this matter by testing the valuation
and ownership of the whole portfolio of quoted
investments. We performed the following procedures:
Confirmed the year-end bid price was used by
agreeing to externally quoted prices;
Assessed if there were contra indicators, such
as liquidity considerations, to suggest bid price is
not the most appropriate indication of fair value
by considering the realisation period for individual
holdings;
Obtained direct confirmation of the number
of shares held per equity investment from the
custodian regarding all investments held at the
balance sheet date; and
Recalculated the valuation by multiplying the
number of shares held per the statement obtained
from the custodian by the valuation per share.
Key observations:
Based on our procedures performed we did not
identify any matters to suggest the valuation or
ownership of the quoted equity investments was not
appropriate.
AVI Global Trust plc / Annual Report 2023
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Other information
The Directors are responsible for the other information. The other
information comprises the information included in the Annual Report
other than the financial statements and our auditor’s report thereon. 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.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit.
Going
concern and
longer-term
viability
The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified (page 63); and
The Directors’ explanation as to their
assessment of the Company’s prospects, the
period this assessment covers and why the
period is appropriate (page 63).
Other Code
provisions
Directors’ statement on fair, balanced and
understandable (page 64);
Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks (page 63);
The section of the Annual Report that describes
the review of effectiveness of risk management
and internal control systems (page 88); and
The section describing the work of the audit
committee (page 87).
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed
during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Strategic
report and
Directors’
report
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the Strategic Report and
the Directors’ Report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
the Strategic Report and the Directors’ Report
have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the Strategic Report or the
Directors’ Report.
Directors’
remuneration
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on
which we
are required
to report by
exception
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, 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.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, 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.
Other Reports / Independent Auditor's Report continued
To the Members of AVI Global Trust plc
AVI Global Trust plc / Annual Report 2023
96
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the industry in which it
operates;
Discussion with management and those charged with governance;
and
Obtaining an understanding of the Company’s policies and procedures
regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies Act
2006, the FCA listing and DTR rules, the principles of the AIC Code of
Corporate Governance, industry practice represented by the AIC SORP,
the applicable accounting framework, and the Company’s qualification as
an Investment Trust under UK tax legislation, as any non-compliance of
this would lead to the Company losing various deductions and exemptions
from corporation tax.
Our procedures in respect of the above included:
Agreement of the financial statement disclosures to underlying
supporting documentation;
Enquiries of management and those charged with governance relating
to the existence of any non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance
throughout the period for instances of non-compliance with laws and
regulations; and
Reviewing the calculation in relation to Investment Trust compliance
to check that the Company was meeting its requirements to retain its
Investment Trust status.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement including fraud.
Our risk assessment procedures included:
Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
Obtaining an understanding of the Company’s policies and procedures
relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
Review of minutes of meetings of those charged with governance for
any known or suspected instances of fraud; and
Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible
to be management override of controls.
Our procedures in respect of the above included:
Recalculating investment management fees in total;
Obtaining independent confirmation of bank balances;
Review and consideration of the appropriateness of adjustments made
in the preparation of the financial statements; and
To include an element of unpredictability, our audit procedures also
included consideration of the appropriateness of the allocation of
returns generated between revenue and capital, including identifying
and assessing the accounting treatment of relatively high yielding
dividends received.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement 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 deliberate
concealment by, for example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit procedures performed
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 are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s
report.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Edinburgh, UK
9 November 2023
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127)
AVI Global Trust plc / Annual Report 2023
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OR
This Document is Important and Requires your Immediate Attention
If you are in any doubt about the action to take, you should consult your
stockbroker, bank manager, solicitor, accountant or other independent
professional adviser authorised under the Financial Services and Markets
Act 2000 (as amended) without delay. If you have sold or transferred all of
your Ordinary Shares in the capital of AVI Global Trust plc (the Company)
and, as a result, no longer hold any Ordinary Shares in the Company,
please send this document and the accompanying Form of Proxy as
soon as possible to the purchaser or transferee or to the person through
whom the sale or transfer was effected for transmission to the purchaser
or transferee.
Notice is hereby given that the One Hundred and Thirty Fourth Annual
General Meeting of AVI Global Trust plc will be held at 11 Cavendish
Square, London W1G 0AN at 11.00am on Wednesday, 20 December
2023 to consider the following business.
The resolutions numbered 1 to 12 are proposed as ordinary resolutions,
which must each receive more than 50% of the votes cast in order to
be passed. Resolutions numbered 13 to 15 are proposed as special
resolutions, which must each receive at least 75% of the votes cast in
order to be passed.
1. To receive and adopt the financial statements of the Company
for the financial year ended 30 September 2023 together with the
Strategic Report and the Reports of the Directors and Auditor.
2. To approve a final ordinary dividend of 2.3p per Ordinary Share.
3. To approve a special dividend of 0.2p per Ordinary Share.
4. To re-elect Anja Balfour as a Director of the Company.
5. To re-elect Neil Galloway as a Director of the Company.
6. To elect June Jessop as a Director of the Company.
7. To re-elect Graham Kitchen as a Director of the Company.
8. To re-elect Calum Thomson as a Director of the Company.
9. To re-appoint BDO LLP as the Company’s Auditor.
10. To authorise the Audit Committee to determine the Auditor’s
remuneration.
11. To approve the Directors’ Report on Remuneration Implementation
for the year ended 30 September 2023.
12. THAT the Directors of the Company be and are hereby generally
and unconditionally authorised in accordance with Section 551 of
the Companies Act 2006 (the Act) to exercise all of the powers of
the Company to allot Ordinary Shares in the capital of the Company
(Ordinary Shares) and to grant rights to subscribe for or to convert
any security into Ordinary Shares in the Company up to a maximum
of 152,370,114 Ordinary Shares provided that such authority shall
expire on the date which is 15 months after the date of the passing
of this resolution or, if earlier, at the conclusion of the next Annual
General Meeting of the Company, save that the Company may before
such expiry make offers or agreements which would or might require
Ordinary Shares to be allotted, or rights to be granted, after such
expiry and the Directors may allot Ordinary Shares, or grant such
rights, in pursuance of such offers or agreements as if the authority
conferred hereby had not expired; and all unexercised authorities
previously granted to the Directors to allot Ordinary Shares be and are
hereby revoked.
13. THAT, subject to the passing of resolution 12 above, the Directors of
the Company be and are hereby generally authorised and empowered
pursuant to Sections 570 and 573 of the Companies Act 2006
(the Act) to allot equity securities (as defined in Section 560 of the
Act) (including the grant of rights to subscribe for, or to convert any
securities into, Ordinary Shares in the capital of the Company (Ordinary
Shares) and the sale of Ordinary Shares held by the Company in
treasury) wholly for cash pursuant to any existing authority given in
accordance with Section 551 of the Act, as if Section 561 of the Act
did not apply to any such allotment, provided that this power shall be
limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights
to holders of Ordinary Shares on the register of members of the
Company on a fixed record date in proportion (as nearly as may
be practicable) to their respective holdings of Ordinary Shares but
subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient in relation to treasury shares,
fractional entitlements or any legal or practical problems arising under
the laws of, or the requirements of, any territory or any regulatory or
governmental body or authority or stock exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above, equating to a
maximum of 22,855,517 Ordinary Shares being approximately 5%
of the equity share capital in issue as at 9 November 2023, and
the authority hereby granted shall expire on the date which is 15
months after the date of the passing of this resolution or, if earlier,
the date of the next Annual General Meeting of the Company,
save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to
be allotted after such expiry and the Directors may allot equity
securities and sell Treasury Shares in pursuance of such an offer
or agreement as if the power conferred hereby had not expired.
Shareholder Information / Notice of Annual General Meeting
AVI Global Trust plc / Annual Report 2023
98
14. THAT the Company be and is hereby generally and unconditionally
authorised for the purposes of Section 701 of the Companies Act
2006 (the Act) to make one or more market purchases (within the
meaning of Section 693(4) of the Act) of Ordinary Shares in the capital
of the Company (Ordinary Shares) either for cancellation or to hold
as Treasury Shares (within the meaning of Section 724 of the Act)
provided that:
(a) the maximum aggregate number of Ordinary Shares hereby
authorised to be purchased is 68,520,840;
(b) the Directors be authorised to determine at their discretion that any
Ordinary Shares purchased be cancelled or held by the Company
as Treasury Shares;
(c) the minimum price which may be paid for a share shall be the
nominal value of that share (exclusive of associated expenses);
(d) the maximum price which may be paid for an Ordinary Share shall
be the higher of: (i) 5% above the average of the middle market
quotations of the Ordinary Shares (as derived from the Daily Official
List of the London Stock Exchange) for the five business days
immediately preceding the date on which the relevant share is
contracted to be purchased (exclusive of associated expenses);
and (ii) the higher of the price of the last independent trade and
the highest current independent bid for an Ordinary Share of the
Company on the London Stock Exchange; and
(e) unless previously varied, revoked or renewed, the authority
hereby conferred shall expire on the date which is 15 months
after the date of the passing of this resolution or, if earlier, the
date of the next Annual General Meeting of the Company save
that the Company may prior to such expiry enter into a contract
or arrangement to purchase Ordinary Shares under this authority
which will or may be completed or executed wholly or partly after
the expiry of this authority and may make a purchase of Ordinary
Shares pursuant to any such contract or arrangement as if the
authority hereby conferred had not expired.
15. THAT a general meeting other than an Annual General Meeting may
be called on not less than 14 clear days’ notice.
By Order of the Board
Link Company Matters Limited
Corporate Secretary
Registered Office:
Link Company Matters Limited
6th Floor
65 Gresham Street
London
EC2V 7NQ
9 November 2023
AVI Global Trust plc / Annual Report 2023
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Notes
1. Attending the AGM in Person
If you wish to attend the AGM in person, you should sign the admission
card enclosed with this document and hand it to the Company’s Registrars
on arrival at the AGM.
2. Appointment of Proxy
Members are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at the meeting.
A shareholder may appoint more than one proxy in relation to the AGM
provided that each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder. A proxy need not
be a shareholder of the Company.
3. Appointment of Proxy
A proxy form which may be used to make such appointment and give
proxy instructions accompanies this notice. Where two or more valid
appointments of proxy are received in respect of the same share in relation
to the same meeting, the one which is last sent shall be treated as
replacing and revoking the other or others. If the Company is unable to
determine which is last sent, the one which is last received shall be so
treated. If the Company is unable to determine either which is last sent or
which is last received, none of such appointments shall be treated as valid
in respect of that share. The termination of the authority of a person to act
as proxy must be notified to the Company in writing.
To be valid, any proxy form or other instrument appointing a proxy
must be received by post or (during normal business hours only) by
hand at the Company’s Registrars, Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA by 11.00am on Monday,
18 December 2023. In determining the time for delivery of proxies pursuant
to the Articles of Association, no account has been taken of any part of a
day that is not a working day. Alternatively, you may send any document
or information relating to proxies to the electronic address indicated on the
form of proxy.
The return of a completed proxy form, other such instrument or any
CREST Proxy Instruction (as described in paragraph 8 below) will not
prevent a shareholder attending the AGM and voting in person if he/she
wishes to do so.
If you require additional proxy forms, please contact the Registrar’s helpline
on +44 (0)371 384 2490. Lines are open 8.30am to 5.30pm Monday to
Friday (excluding public holidays in England and Wales).
Alternatively, you may, if you wish, register the appointment of a proxy
electronically by logging on to www.sharevote.co.uk. To use this service
you will need your Voting ID, Task ID and Shareholder Reference Number
printed on the accompanying Form of Proxy. Full details of the procedure
are given on the website.
To be valid, the appointment of a proxy electronically must be made by
11.00am on Monday, 18 December 2023. In determining the time for
electronic appointment of proxies pursuant to the Articles of Association,
no account has been taken of any part of a day that is not a working day.
4. Appointment of Proxy by Joint Shareholders
In the case of joint shareholders, where more than one of the joint
shareholders 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
shareholders appear in the Company’s register of members in respect
of the joint shareholding, with the first named being the most senior.
5. Nominated Persons
Any person to whom this notice is sent who is a person nominated
under Section 146 of the Companies Act 2006 to enjoy information rights
(a Nominated Person) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the AGM. 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 shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment
of proxies does not apply to Nominated Persons as such rights can only
be exercised by registered shareholders of the Company.
6. Entitlement to Attend and Vote
To be entitled to attend and vote at the AGM (and for the purpose of the
determination by the Company of the votes they may cast), shareholders
must be registered in the Register of Members of the Company at 6.30pm
on Monday, 18 December 2023 (or, in the event of any adjournment,
6.30pm on the date which is two business days before the time of the
adjourned meeting). Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
7. Issued Share Capital and Total Voting Rights
As at 9 November 2023, the Company’s issued share capital consisted of
502,711,299 Ordinary Shares, carrying one vote each, of which 45,600,956
were in treasury. Therefore, the voting rights in the Company as at 9
November 2023 equate to a total of 457,110,343 votes. Treasury shares
represented 9.07% of the issued share capital as at 9 November 2023.
8. CREST Members
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. CREST Personal Members
or other CREST sponsored members, and those CREST members who
have appointed a 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
(available via www.euroclear.com). 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 issuer’s agent (ID RA19)
by 11.00am on Monday, 18 December 2023. For this purpose, the time
of receipt will be taken to be the time (as determined by the time stamp
applied to the message by the CREST Application Host) from which the
issuer’s agent 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.
Shareholder Information / Notice of Annual General Meeting continued
AVI Global Trust plc / Annual Report 2023
100
CREST members and, where applicable, their CREST sponsors, or voting
service providers 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,
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.
You may not use any electronic address provided either in this Notice
of Meeting or any related documents (including the Form of Proxy) to
communicate with the Company for any purposes other than those
expressly stated.
9. Proxymity
If you are an institutional investor you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed
by the Company and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your proxy must
be lodged by 11.00am on Monday, 18 December 2023 in order to be
considered valid. Before you can appoint a proxy via this process you will
need to have agreed to Proxymity’s associated terms and conditions. It is
important that you read these carefully, as you will be bound by them and
they will govern the electronic appointment of your proxy.
10. Corporate Members
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
To be able to attend and vote at the meeting, corporate representatives
will be required to produce, prior to their entry to the meeting, evidence
satisfactory to the Company of their appointment.
11. Rights to Publish Statements under Section 527 of the
Companies Act 2006
Under Section 527 of the Companies Act 2006, members meeting the
threshold requirements set out in that section have the right to require
the Company to publish on a website a statement setting out any matter
relating to:
(i) the audit of the Company’s financial statements (including the Auditor’s
Report and the conduct of the audit) that are to be laid before the AGM; or
(ii) any circumstance connected with an Auditor of the Company ceasing
to hold office since the previous meeting at which annual financial
statements and reports were laid in accordance with Section 437
of the Companies Act 2006.
The Company may not require the shareholders requesting any such
website publication to pay its expenses in complying with Sections 527 or
528 of the Companies Act 2006. Where the Company is required to place
a statement on a website under Section 527 of the Companies Act 2006,
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 AGM includes any statement that the
Company has been required under Section 527 of the Companies Act
2006 to publish on a website.
12. Questions and Answers
Any member attending the meeting has the right to ask questions.
The Company must cause to be answered any such question relating
to the business being dealt with at the meeting but no such answer need
be given if (a) to do so would interfere unduly with the preparation for
the meeting or involve the disclosure of confidential information, (b) the
answer has already been given on a website in the form of an answer
to a question, or (c) it is undesirable in the interests of the Company
or the good order of the meeting that the question be answered.
However, where appropriate, the Chairman may offer to provide an answer
to a question after the conclusion of the AGM.
If you are unable to attend the AGM in person and have any
questions about the Annual Report, the investment portfolio or any
other matter relevant to the Company, please write to us either via
email at agm@aviglobal.co.uk or by post to AVI Global Trust PLC,
Link Company Matters Limited, 6th Floor, 65 Gresham Street,
London, EC2V 7NQ.
13. Information on the Company’s Website
In accordance with Section 311A of the Companies Act 2006, the contents
of this notice of meeting and, if applicable, any members’ statements,
members’ resolutions or members’ matters of business received by the
Company after the date of this notice will be available on the Company’s
website www.aviglobal.co.uk.
14. Display Documents
None of the Directors has a contract of service with the Company.
Copies of the Letters of Appointment of the Directors will be available for
inspection at the registered office of the Company during usual business
hours on any weekday (except weekends and public holidays) until the
date of the meeting and at the place of the meeting for a period of
15 minutes prior to and during the meeting.
15. Electronic Address
Any electronic address provided either in this notice or in any related
documents (including the Form of Proxy) may not be used to communicate
with the Company for any purposes other than those expressly stated.
AVI Global Trust plc / Annual Report 2023
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Dividends
Shareholders who wish to have dividends paid directly into a bank
account rather than by cheque to their registered address can complete
a mandate form for the purpose. Mandate forms may be obtained
from Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA on request or downloaded from Equiniti’s website
www.shareview.com. The Company operates the BACS system for the
payment of dividends. Where dividends are paid directly into shareholders’
bank accounts, dividend tax vouchers are sent to shareholders’ registered
addresses.
Share Prices
The Company’s Ordinary Shares are listed on the London Stock
Exchange under ‘Investment Trusts’. Prices are published daily in
The Financial Times, The Times, The Daily Telegraph, The Scotsman
and The Evening Standard.
Change of Address
Communications with shareholders are mailed to the last address held
on the share register. Any change or amendment should be notified to
Equiniti Limited at the address given above, under the signature of the
registered holder.
Daily Net Asset Value
The net asset value of the Company’s shares can be obtained by
contacting Customer Services on 0845 850 0181 or via the website:
www.aviglobal.co.uk.
Provisional Financial Calendar 2024/2023
20 December 2023 Annual General Meeting
4 January 2024 Final and special paid on Ordinary Shares
May 2024 Announcement of half year results
June 2024 Interim dividend paid on Ordinary Shares
November 2024 Announcement of annual results
November 2024 Posting of Annual Report
December 2024 Annual General Meeting
Shareholder Information / Shareholder Information
AVI Global Trust plc / Annual Report 2023
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AIFM
The AIFM, or Alternative Investment Fund Manager, is Asset Value Investors, which manages the portfolio on behalf of AGT shareholders. The current
approach to investment used by Asset Value Investors was adopted in June 1985.
NAV total return since inception of strategy in June 1985 (annualised)
30 September
2023
30 September
2022
Closing NAV per share (p) 226.77 199.76 a
Dividends paid out (p) 45.50 42.20 b
Benefits from re-investing dividends (p) 117.35 96.09 c
Adjusted NAV per share (p) 389.61 338.05 d = a + b + c
Opening NAV per share (p)* – June 1985 5.94 5.94 e
Annualised NAV total return (%) 11.5% 11.4% ((d/e) ^ (1/38.25)) - 1
Alternative Performance Measure (APM)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or cash flows, other than a financial
measure defined or specified in the applicable financial framework. In selecting these Alternative Performance Measures, the Directors considered the
key objectives and expectations of typical investors in an investment trust such as the Company.
Comparator Benchmark
As described in the Chairman’s Statement the Company’s Comparator Benchmark is the MSCI All Country World Total Return Index, but performance is
also reported compared with the previous comparator benchmark, the MSCI All Country World ex-US Total Return Index, expressed in Sterling terms. The
benchmark is an index which measures the performance of global equity markets, both developed and emerging. The weighting of index constituents is
based on their market capitalisation.
Dividends paid by index constituents are assumed to be reinvested in the relevant securities at the prevailing market price. The Investment Manager’s
investment decisions are not influenced by whether a particular company’s shares are, or are not, included in the benchmark. The benchmark is used
only as a yard stick to compare investment performance.
Cost
The book cost of each investment is the total acquisition value, including transaction costs, less the value of any disposals or capitalised distributions
allocated on a weighted average cost basis.
Currency
GBP EUR USD SEK JPY NOK CHF HKD BRL RON INR CAD
Pounds
Sterling
Euro US Dollar Swedish
Krona
Japanese
Yen
Norwegian
Krone
Swiss Franc Hong Kong
Dollar
Brazilian
Real
Romanian
Lei
Indian
Rupee
Canadian
Dollar
Discount/Premium (APM)
If the share price is lower than the NAV per share, it is said to be trading at a discount. The size of the Company’s discount is calculated by subtracting
the share price of 202.0p (2022: 179.0p) from the NAV per share (with debt at fair value) of 226.8p (2022: 199.8p) and is usually expressed as a
percentage of the NAV per share, 10.9% (2022: 10.4%). If the share price is higher than the NAV per share, this situation is called a premium.
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)
A proxy for the cash flow generated by a business – it is most commonly used to assess businesses that do not (yet) generate operating or
shareholder profits.
Gearing (APM)
Gearing refers to the ratio of the Company’s debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio.
If the Company’s assets grow, the shareholders’ assets grow proportionately more because the debt remains the same. But if the value of the Company’s
assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Using debt at par value, the gross gearing of 13.7% (2022: 12.7%) represents borrowings of £141,549,000 (2022: £122,893,000) expressed as a
percentage of shareholders’ funds of £1,031,018,000 (2022: £969,508,000). Using debt at fair value, gross gearing is 11.9% (2022: 11.3%).
Net gearing, which accounts for cash balances and uses debt at par value, is 11.0% (2022: 1.7%). Using debt at fair value, net gearing is 7.4% (2022: 0.5%).
Shareholder Information / Glossary
* The opening NAV per share is restated for the share split.
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Gearing (APM) continued
The gross and net gearing reconciliation calculations are provided below:
Gross Gearing (Debt at Par) 2023 2022
£’000 £’000
Debt -141,549 -122,893 a
NAV 1,031,018 969,508 b
Gross Gearing 13.7% 12.7% =a/b
Net Gearing (Debt at Par) 2023 2022
Assets (inc. Cash) 49,905 114,850 c
Liabilities -3,398 -8,880 d
Net -95,042 -16,923 e=a+c+d
Net Gearing 9.2% 1.7% =e/b
Gross Gearing (Debt at Fair) 2023 2022
Debt -124,487 -110,649 a
NAV 1,048,080 981,752 b
Gross Gearing 11.9% 11.3% =a/b
Net Gearing (Debt at Fair) 2023 2022
Assets (inc. Cash) 49,905 114,850 c
Liabilities -3,398 -8,880 d
Net -77,980 -4,679 e=a+c+d
Net Gearing 7.4% 0.5% =e/b
The current values of the Loan Notes and revolving credit facility consist of the following:
30 September 2023 30 September 2022
JPY JPY
2032 2033 revolving revolving
2036 2036 2037 JPY 8bn JPY 4.5bn credit 2036 2036 2037 credit 2032
GBP loan EUR loan EUR loan loan loan facility Total GBP loan EUR loan EUR loan facility JPY loan Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Value of issue 30,000 22,962 17,526 49,516 24,802 – 144,806 30,000 22,962 17,526 49,516 120,004
Unamortised issue
costs (80) (61) (97) (162) (48) (448) (87) (66) (105) (179) (437)
Exchange
movement 3,059 (179) (5,593) (96) (2,809) 3,339 9 (22) 3,326
Amortised book cost 29,920 25,960 17,250 43,761 24,658 – 141,549 29,913 26,235 17,430 49,315 122,893
Fair value 25,051 22,158 13,936 40,584 22,757 – 124,487 25,127 22,668 14,214 48,640 110,649
Redemption costs 3,818 4,802 3,356 (1,007) 3,534 14,502 4,899 7,144 5,016 (2,124) 14,935
Redemption value 28,869 26,960 17,292 39,577 26,291 138,989 30,026 29,812 19,230 46,516 125,584
The fair values of the Loan Notes are calculated using net present values of future cash flows and the yields, taking account of exchange rates.
The redemption value includes the penalty payable on early redemption.
The impact of holding the Loan Notes at fair value would be to increase the Company’s net assets with debt at fair value by £17,062,000 (2022: increase
by £12,244,000).
The fair value of the Company’s Loan Notes at the year-end was £124,487,000 (2022: £110,649,000). The interest rates of the non-current liabilities
(Loan Notes) are fixed. A 1% increase in market interest rates would be expected to decrease the fair value of the non-current liabilities, and increase net
assets with debt at fair value, by approximately -£10.8m (2022: -£10.3m), all other factors being equal. A 1% decrease would increase the fair value of them
non-current liabilities, and decrease net assets with debt at fair value, by £12.0m (2022: £11.6m). The Loan Notes are held in the NAV at amortised cost.
Shareholder Information / Glossary continued
AVI Global Trust plc / Annual Report 2023
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Internal Rate of Return (IRR)
The IRR is the annualised rate of return earned by an investment, adjusted for dividends, purchases and sales, since the holding was first purchased.
Net Assets
Net assets are the total value of all the Company’s assets less all liabilities. Net assets is equivalent to shareholders’ funds.
Net Asset Value (NAV) (APM)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at
current market value, having deducted all liabilities including debt at amortised cost revalued for exchange rate movements. The total NAV per share
is calculated by dividing shareholders’ funds of £1,031,018,000 (2022: £969,508,000) by the number of Ordinary Shares in issue excluding Treasury
Shares of 462,173,682 (2022: 491,451,568*) at the year-end.
Net Asset Value (debt at fair value) (APM)
The adjusted NAV per share (debt at fair value) incorporates the debt at fair value instead of at amortised cost, increasing the NAV by £17,062,000
(2022: £12,244,000 increase). This is calculated by the original NAV of £1,031,018,000 (2022: £969,508,000) less the debt at amortised cost
£141,549,000 (2022: £122,893,000), adding back the debt at fair value £124,487,000 (2022: £110,649,000). The adjusted NAV (debt at fair value)
is £1,048,080,000 (2022: £957,264,000) divided by the number of Ordinary Shares in issue excluding Treasury Shares of 462,173,682 (2022:
491,451,568*) at the year-end provides the adjusted NAV per share (debt at fair value) provides the adjusted NAV per share (debt at fair value) of
226.77p (2022: 199.76p).
Ongoing Charges Ratio / Expense Ratio (APM)
The Company’s Ongoing Charges Ratio is the sum of: (a) its Expense Ratio; (b) Costs of gearing; and (c) transaction costs. For a detailed discussion
of the Expense Ratio, please see the discussion of Key Performance Indicators on page 12 of the Annual Report.
The Company’s Expense Ratio is its annualised expenses (excluding finance costs and certain non-recurring items) of £8,655,000 (2022: £9,577,000)
(being investment management fees of £6,891,000 (2022: £7,650,000) and other expenses of £1,782,000 (2022: £2,594,000) less non-recurring
expenses of £18,000 (2022: £667,000)) expressed as a percentage of the average month-end net assets of £1,010,898,000 (2022: £1,089,555,000)
during the year as disclosed to the London Stock Exchange.
A reconciliation of the Ongoing Charges to the Expense Ratio is provided below:
30 September 30 September
2023 2022
Total Expense Ratio a 0.86% 0.88%
Cost of Gearing b 0.34% 0.34%
Transaction Costs c 0.07% 0.07%
Total = a + b + c 1.27% 1.29%
% of investee Company
AGT’s economic exposure to each investee company, as estimated by AVI.
Return on Investment (ROI)
The ROI is the total profits earned to date on an investment divided by the total cost of the investment.
Revenue and Capital Earnings per Share (APM)
Revenue earnings per share is calculated by dividing revenue profit after tax for the year of £20,041,000 (2022: £16,302,000) by the weighted average of
Ordinary Shares (excluding shares in issue) during the year 478,739,622 (2022: 503,274,200). Capital earnings per share is calculated by dividing capital
profit for the year of £114,096,000 (2022: loss of £127,328,000) by the weighted average of Ordinary Shares (excluding shares in issue) during the year
478,739,622 (2022: 503,274,200).
Shares Bought Back
The Company may repurchase its own shares, reducing the freely traded shares ranking for dividends and enhancing returns and earnings per Ordinary
Share to the remaining shareholders. When the Company repurchases its shares, it does so at a total cost below the prevailing NAV per share.
The estimated percentage added to NAV per share from buybacks of 0.6% (2022: 0.4%) is derived from the repurchase of shares in the market at a
discount to the prevailing NAV at the point of repurchase. The shares were bought back at a weighted average discount of 10.1% (2022: 10.3%).
30 September 30 September
2023 2022
Weighted average discount of buybacks 10.1% 10.3% a
Percentage of shares bought back 6.0% 3.7% b
NAV accretion from buyback 0.6% 0.4% (a * b) / (1 – b)
Total Assets
Total assets include investments, cash, current assets and all other assets. An asset is an economic resource, being anything tangible or intangible that
can be owned or controlled to produce positive economic value. The total assets less all liabilities is equivalent to total shareholders’ funds.
Total Return (APM)
Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. The total return
measures the combined effect of any dividends paid, together with the rise or fall in the share price or NAV. This is calculated by the movement in the
NAV or share price plus dividend income reinvested by the Company at the prevailing NAV or share price.
* Restated for share split.
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NAV Total Return (APM)
NAV total return is calculated by assuming that dividends paid out are re-invested into the NAV on the ex-dividend date. This is accounted for in the
“benefits from re-investing dividends” line. The NAV used here includes debt marked to fair value and is inclusive of accumulated income.
Where an “annualised” figure is quoted, this means that the performance figure quoted is not a standard one-year figure, and therefore has been
converted into an annual return figure in order to ease comparability. For example, if AGT’s NAV increased by +100% over a ten-year period, this would
become an annualised NAV return of 7.2%.
NAV total return over 1 year
30 September 30 September
Page 2023 2022
Closing NAV per share (p) 226.77 199.76 a
Dividends paid out (p) 75 3.30 3.30 b
Benefits from re-investing dividends (p) 0.19 -0.23 c
Adjusted NAV per share (p) 230.26 202.83 d = a+b+c
Opening NAV per share (p)* 199.76 218.76 e
NAV total return (%) 15.3% -7.3% = (d/e)-1
NAV total return over 10 years (annualised)
Closing NAV per share (p) 226.77 199.76 a
Dividends paid out (p) 28.94 28.24 b
Benefits from re-investing dividends (p) 18.34 15.69 c
Adjusted NAV per share (p) 274.05 243.69 d = a + b + c
Opening NAV per share (p)* 109.92 99.64 e
Annualised NAV total return (%) 9.6% 9.4% ((d/e) ^ (1/10)) - 1
Share Price Total Return (APM)
Share price total return is calculated by assuming that dividends paid out are re-invested into new shares on the ex-dividend date. This is accounted for
in the “benefits from re-investing dividends” line.
Share price total return over 1 year
30 September 30 September
Page 2023 2022
Closing NAV per share (p) 202.00 179.00 a
Dividends paid out (p) 75 3.30 3.30 b
Benefits from re-investing dividends (p) 0.10 -0.27 c
Adjusted price per share (p) 205.40 182.03 d = a+b+c
Opening price per share (p) 179.00 204.00 e
Share price total return (%) 14.8% -10.8% = (d/e)-1
Treasury Share
When a share is bought back it may be cancelled immediately or held (at zero value) as a Treasury Share. Shares that are held in treasury can be
reissued for cash at minimal cost. The Company will only reissue shares from treasury at a price at or above the prevailing NAV per share.
Total Return Swap
A total return swap is a financial contract between two parties, whereby each party agrees to “swap” a series of cashflows. On the long positions, AGT
receives income but pays floating rate interest and capital movement. Capital movement is based on the notional value (the equity exposure of the
underlying security). On short positions, AGT pays income and receives the floating rate interest and capital movement.
Weight
Weight is defined as being each position’s value as a percentage of net assets.
Weighted-average Discount (APM)
The weighted-average discount is calculated as being the sum of the products of each holding’s weight in AGT’s portfolio times its discount.
AVI calculates an estimated sum-of-the-parts NAV per share for each holding in AGT’s portfolio. This NAV is compared with the share price of the holding
in order to calculate a discount.
Weighted Average Shares (APM)
The weighted average shares outstanding is calculated by multiplying the outstanding number of shares after each share issue and buy back of shares
during the year with the time weighted portion. The total of the weighted average of shares in issue excluding Treasury shares during the year is 478,739,622.
* The opening NAV per share is restated for the share split.
AVI Global Trust plc / Annual Report 2023
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Shareholder Information / Glossary continued
Directors
Graham Kitchen (Chairman)
Anja Balfour
Neil Galloway
June Jessop
Calum Thomson
Secretary
Link Company Matters Limited
6th Floor
65 Gresham Street
London
EC2V 7NQ
Tel: 0333 300 1950
Registered Office
Link Company Matters Limited
6th Floor
65 Gresham Street
London
EC2V 7NQ
Registered in England & Wales
No. 28203
Investment Manager and AIFM
Asset Value Investors Limited
2 Cavendish Square
London W1G 0PU
Registrar and Transfer Office
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Registrar’s Shareholder Helpline
Tel. 0371 384 2490
Lines are open 8.30am to 5.30pm,
Monday
to Friday.
Registrar’s Broker Helpline
Tel. 0906 559 6025
Calls to this number cost £1 per minute
from a BT landline, other providers’ costs
may vary. Lines are open 8.30am to 5.30pm,
Monday to Friday.
Company Administrator
Link Alternative Fund
Administrators Limited
Broadwalk House
Southernhay West
Exeter
EX1 1TS
Corporate Broker
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Depositary
J.P. Morgan Europe Limited
25 Bank Street
London E14 5JP
Banker and Custodian
JPMorgan Chase Bank NA
125 London Wall
London EC2Y 5AJ
Design and Production
www.carrkamasa.co.uk
Shareholder Information / Company Information
HOW TO INVEST
AGT is a closed-ended investment trust with
shares listed on the London Stock Exchange
and part of the FTSE 250 index. Shares
in AGT can be bought directly on the London
Stock Exchange or through investment
platforms.
For more information visit: www.aviglobal.co.uk
AVI Global Trust plc / Annual Report 2023
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