Dunedin Enterprise Investment Trust PLC
Annual Report & Accounts 2022
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Objective
Contents
01 Financial Highlights
03 Chairmans Statement
04 Board of Directors
05 The Manager
06 Manager’s Review
09 Investments
17 Long Term Record
18 Strategic Report
18 Section 172
21 Directors Report
25 Corporate Governance Report
28 Audit Committee Report
30 Directors Remuneration Report
33 Statement of Directors’ Responsibilities
34 Independent Auditors Report
39 Financial Statements
59 Notice of Annual General Meeting
63 Information for Investors
64 Glossary of Terms and Definitions and Alternative Performance Measures
65 AIFMD Disclosures
66 Financial Calendar and Corporate Information
Dunedin Enterprise Investment Trust
PLC specialises in the provision of
private equity finance. Private equity is
medium to long term finance provided
in return for an equity stake in
established, potentially high growth,
private companies.
The Companys investment objective is
to conduct an orderly realisation of its
assets, to be effected in a manner that
seeks to achieve a balance between
maximising the value of the Companys
investments and progressively
returning cash to shareholders.
References in this report and accounts to ‘Dunedin Enterprise or to ‘the Company’ or the ‘Trust mean Dunedin Enterprise Investment Trust PLC
References to ‘Dunedin or to ‘the Manager or to the ‘Investment Manager mean Dunedin LLP
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Financial Highlights
01
Financial Highlights
Dividend per ordinary share Discount
*1
Ongoing charges
*1
18.8%
15.4% 2021
59.0p
30.5p 2021
1.4%
1.3% 2021
Returned to shareholders since 2012
£202.1m
*2
£154.7m 2021
Net asset value total return per
ordinary share
*1
Net asset value per
ordinary share
*1
21.7%
39.5% 2021
627.1p
558.8p 2021
Comparative Total Return Peformance
One year to Three years to Five years to Ten years to
December 2022 December 2022 December 2022 December 2022
%%%%
Net asset value per ordinary share 21.7 60.4 95.2 148.4
Share price 18.5 58.1 113.9 209.4
FTSE Small Cap Index (“the Benchmark”) -17.3 10.3 11.9 130.3
FTSE All-Share Index 1.5 6.9 14.7 85.9
Share price total return per
ordinary share
*1
18.5%
46.3% 2021
*1
Alternative Performance Measures. See page 64 for a glossary of these terms
*2
in 2011 the investment policy of the Company was changed and distribution policy introduced
01
Share price
509.0p
473.0p 2021
Year to 31 December 2022 At 31 December 2022
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Financial Highlights
02
Ten year record
Total Shareholder Return (TSR) (Rebased to 100)
2012
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Dunedin Enterprise TSR
350
300
250
200
150
100
50
0
FTSE Small Cap exc. Inv Trusts TSR
FTSE All Share exc. Inv Trusts TSR
Total Assets and Cash Returned to Shareholders
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
£m £m £m £m £m £m £m £m £m £m
Analysis of total assets:
Dunedin managed 75.1 84.0 93.1 81.5 57.2 64.8 75.9 57.8 43.6 14.1
European Funds 12.9 12.7 16.0 22.0 9.6 10.2 4.4 4.3 5.2 2.8
Other 1.2 0.8 0.4 0.4 1.5 6.1 1.3 1.2 0.3 5.3
Cash 27.9 9.9 0.6 1.1 32.9 5.7 12.3 13.9 24.4 12.4
Total assets 117.1 107.4 110.1 105.0 101.2 86.8 93.9 77.2 73.5 34.6
Cash returned to shareholders:
Capital returned 18.0 5.2 0.7 20.6 20.6 5.2 9.8 26.0 41.0
Dividends paid 1.7 3.6 1.0 3.3 6.4 1.1 0.4 1.0 3.3 6.4
Return to shareholders 19.7 8.8 1.7 3.3 27.0 21.7 5.6 10.8 29.3 47.4
Cumulative return to shareholders
since 2012 46.5 55.3 57.0 60.3 87.3 109.0 114.6 125.4 154.7 202.1
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Chairman’s Statement
03
Chairman’s Statement
Duncan Budge, Chairman
I am pleased to report further progress in terms of
performance and the return of cash to shareholders.
The total return in the year to 31 December 2022 was
21.7% and 18.5% in terms of net asset value per share
and share price respectively.
Your Company’s net asset value per share increased
from 558.8p to 627.1p in the year. This is stated
after allowing for dividends per share paid in the year of
48.5p, totalling £6.4m.
The share price of 509p at 31 December 2022
represented a discount of 18.8% to the net asset value
of 627.1p per share. The share price currently stands
at 562.5p.
In November 2022 a tender offer returned £41m to
shareholders. In total £47.4m was returned to
shareholders this year. Since shareholders approved
the decision to implement a managed wind-down of
the Trust in May 2016 a total of £145.1m has been
returned to shareholders.
Your Company’s net asset value decreased over the
year from £73.4m to £34.5m.
Portfolio
During the year a total of £36.9m was realised from the
investment portfolio.
The investment in RED, the provider of SAP contract
and permanent staff, was realised generating proceeds
of £24.1m and a return of 2.2x original cost. The
transaction included an earn-out arrangement which is
dependent upon RED achieving profit targets in the year
to 31 March 2023. The earn-out has been valued at
£4.0m at 31 December 2022.
The realisation of Incremental, the market-leading
IT services platform, was completed in March 2022,
generating proceeds of £9.1m and a return of 2.4x
original cost.
In January 2022 the remaining investment in CitySprint,
the same day courier, was realised, generating £1.5m.
In November 2022 Realza returned £2.9m following the
sale of Dolz, a manufacturer of water pumps for the
automotive industry.
Unrealised valuation increases of £5.3m were offset by
decreases of £6.0m. Valuation uplifts were achieved at
Premier Hytemp and FRA, offset by a reduction in the
valuation of GPS. Further details are provided in the
Manager’s Review.
Cash, Commitments & Liquidity
The original investment periods of all funds to which
the Company has made a commitment have now
ended. In future the Company is only required to meet
drawdowns for follow-on investments, management
fees and expenses during the remainder of the life of
the funds.
At 31 December 2022 the Company held cash and
near cash equivalents amounting to £12.4m. There are
outstanding commitments to limited partnership funds
of £9.6m at 31 December 2022, consisting of £8.9m to
Dunedin managed funds and £0.7m to Realza.
Tender offer
A tender offer was approved by shareholders in
November 2022 for 58.1% of the issued share capital
at a 1.0% discount to the net asset value at 30
September 2022. Under the tender offer £41m was
returned to shareholders.
Dividends
An interim dividend of 34.0p was paid in November
2022. It is proposed that a final dividend of 25.0p per
share be paid on 19 May 2023.
Outlook
The Board acknowledges the importance of monitoring
the Company’s costs as the wind-down progresses
and will continue to keep under review the options
available to the Company. However, in view of the
Company’s remaining investments and after
discussions with the Manager and the Company’s
advisers, the Board does not currently anticipate
putting formal proposals to Shareholders for a
members’ voluntary liquidation of the Company in the
short term while the wind-down continues.
Furthermore, the Board considers maintaining the
Company’s listed status to be important during this
stage of the wind-down, as many Shareholders would
be unable to hold the Shares, or be greatly
inconvenienced by holding them, if they could not be
traded on the London Stock Exchange.
As the wind-down progresses, the Board will continue
to assess whether the Company’s current
arrangements remain in the interests of Shareholders
as a whole and will, of course, continue to keep
Shareholders informed as to the future of the
Company.
Duncan Budge
Chairman
24 March 2023
Board of Directors
Duncan Budge (67)
Status: Independent Non-Executive Director and Chairman of the Board, Nomination
Committee and Management Engagement Committee
Length of service: Appointed a Director on 2 April 2012 and became Chairman on
14 May 2014
Last re-elected to the Board: 11 May 2022
Experience: Duncan Budge was an Executive Director and Chief Operating Officer of
RIT Capital Partners plc (“RIT”) between 1995 and 2011. He was previously a director of
J. Rothschild Capital Management Limited, a wholly owned subsidiary of RIT. He also
spent six years with Lazard Brothers & Co. Ltd
Committee membership: Audit Committee, Nomination Committee and Management
Engagement Committee
All other public company directorships: Artemis Alpha Trust plc (Chairman), Lowland
Investment Company plc, Biopharma Credit plc and Menhaden Capital plc
Other directorships: Asset Value Investors Limited
Employment by the Manager: None
Other connections with Company or Manager: None
Shared Directorships with any other Company Directors: None
Shareholding in Company: 7,667 Shares
04
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Board of Directors
Brian Finlayson (75)
Status: Independent Non-Executive Director
Length of service: Appointed a Director on 1 January 2007
Last re-elected to the Board: 11 May 2022
Experience: Brian Finlayson was appointed to the Board on 1 January 2007 and has
served as an Independent Non-Executive Director for more than nine years. He has over
thirty years of experience in both private equity and corporate finance. He worked with
Dunedin Capital Partners Limited before retiring from the company in 2002. He has held
numerous non-executive director positions in private equity backed businesses both whilst
unlisted and subsequently on listing
Committee membership: Audit Committee, Nomination Committee and Management
Engagement Committee
All other public company directorships: None
Other directorships: None
Employment by the Manager: None
Other connections with Company or Manager: None
Shared Directorships with any other Company Directors: None
Shareholding in Company: 62,249 Shares
05
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Board of Directors/The Manager
Angela Lane (60)
Status: Independent Non-Executive Director, Chairman of the Audit Committee and Senior
Independent Director
Length of service: Appointed a Director on 1 June 2015
Last re-elected to the Board: 11 May 2022
Experience: Angela Lane has worked as an independent director and adviser to a number
of private companies and private equity firms. Previously Angela spent 18 years working in
private equity at 3i after qualifying as an ACA at PwC. Angela has extensive experience of
business and financial services, healthcare, travel and aviation, media, consumer goods
and infrastructure
Committee membership: Audit Committee, Nomination Committee and Management
Engagement Committee
All other public company directorships: Pacific Horizon Investment Trust PLC (Chair of
Audit), BlackRock Throgmorton Trust plc (Chair of Audit), Seraphim Space Investment
Trust PLC (Chair of Audit)
Other directorships: Roserrow Management Company Limited, The Sherborne School
Employment by the Manager: None
Other connections with Company or Manager: None
Shared Directorships with any other Company Directors: None
Shareholding in Company: 3,000 Shares
The Company is an Alternative Investment Fund (AIF)
under the UK version of the EU’s Alternative
Investment Fund Managers Directive as it forms part of
UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended (“AIFMD”). Its Alternative
Investment Fund Manager (“AIFM”) is Dunedin LLP.
Dunedin LLP became a full scope AIFM on 25 May
2016.
In addition to the Company, Dunedin manages two
limited partnership funds and a European fund of
funds. The Company committed £60m to the £306m
Dunedin Buyout Fund III LP in 2012, representing a
20% interest.
Dunedin is authorised and regulated by the Financial
Conduct Authority.
The Manager
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Manager’s Review
06
The total net assets return for the year, after taking account of dividends and capital returned to shareholders,
was 21.7%.
The Companys net asset value decreased from £73.4m to £34.5m over the year. As detailed below this
movement is stated following dividend payments totalling £6.4m and capital of £41.5m returned to shareholders
via a tender offer in November 2022.
£m
Net asset value at 1 January 2022 73.4
Unrealised value increases 5.3
Unrealised value decreases (6.0)
Realised gain over opening valuation 5.2
Net income and capital movements 4.5
Net asset value prior to shareholder distributions 82.4
Dividends paid to shareholders (6.4)
Tender offer (41.5)
Net asset value at 31 December 2022 34.5
Portfolio Composition
The investment portfolio can be analysed as shown in the table below.
Valuation at Valuation at
1 January Additions Disposals Realised Unrealised 31 December
2022 in year in year movement movement 2022
1
£’m £’m £’m £’m £’m £’m
Dunedin managed 43.6 0.4 (34.0) 5.3 (1.2) 14.1
Third-party managed 5.2 0.1 (2.9) (0.1) 0.5 2.8
Investment portfolio 48.8 0.5 (36.9) 5.2 (0.7) 16.9
AAA rated money market funds 11.8 28.4 (28.6) ––11.6
60.6 28.9 (65.5) 5.2 (0.7) 28.5
1
in addition the Company held net current assets of £6.0m
Realisations
In the year to 31 December 2022 a total of £36.9m was
realised from the investment portfolio.
In October 2022 the investment in RED, the provider of
SAP contract and permanent staff was realised in a
secondary management buy-out to AEA SBPE. The
investment in RED was valued at £20.7m at 31
December 2021. Proceeds from the sale amounted to
£24.1m, consisting of capital of £20.1m and income of
£4.0m. The investment in RED has generated cash
proceeds of £25.5m, representing a return of 2.2x
original cost. Additionally, there are future potential
proceeds from an earn-out arrangement which are
dependent upon RED achieving profit targets in the
year to 31 March 2023. The potential earn-out
proceeds are valued at £4.0m at 31 December 2022.
In March 2022 Incremental, the market-leading IT
services platform which designs, implements and
supports clients with ERP/CRM systems and cloud
infrastructure, was realised by a trade sale to
Telefonica. Proceeds from the realisation amounted to
£9.1m, consisting of capital of £8.4m and income of
£0.7m. The investment in Incremental was valued at
£6.0m at 31 December 2021 and has generated a
return of 2.4x original cost.
In January 2022 the remaining investment in CitySprint,
the same day courier, was realised delivering proceeds
of £1.5m. Total proceeds from the original investment
totalled £21.3m and generated a 2.1x return on cost of
£9.8m.
In November 2022 the remaining European fund, Realza,
returned £2.9m following the sale of Dolz, a manufacturer
of water pumps for the automotive industry.
Manager’s Review
06
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Manager’s Review
07
Investment activity
A further £0.5m was drawn down by Dunedin and
third-party managed funds to meet management fees
and ongoing expenses.
Unrealised valuation uplifts
In the year to 31 December 2022 there were valuation
uplifts generated from the following investments:
Premier (£1.2m) and FRA (£0.7m).
Premier Hytemp, the provider of highly engineered
components to the oil and gas industry, has
experienced a recovery in profitability following an
increase in margins both in the UK and Singapore.
As the market outlook improves the company is
tendering for some significant contracts. The
investment continues to be valued on a discounted
net assets basis.
Trading at FRA, the forensic accounting, data analytics
and e-discovery business, was impacted by COVID but
has recovered during 2022, albeit not as yet to the
levels seen pre-COVID. The uplift in valuation reflects
the improved trading position.
In addition, there was a release of the provision for
carried interest in Dunedin Buyout Fund III LP
amounting to £2.8m. The majority of this movement
was a result of carried interest released on the sale of
Incremental.
Unrealised valuation reductions
In the year to 31 December 2022 there was a valuation
reduction at GPS of £5.9m.
A partial sale of GPS, a market leader in payment
processing technology, was achieved in December
2021 generating a cash return of 2.2x original cost. In
the year the revenue of GPS has continued to increase
by 18%. However, since December 2021 the valuation
multiples applied to fintech companies have suffered a
significant downturn. This has resulted in no value
being attributed against the remaining investment.
Cash and commitments
The Company had outstanding commitments to limited
partnership funds of £9.6m, consisting of £8.9m to
Dunedin managed funds and £0.7m to Realza, the one
remaining European fund.
The original investment periods of all funds to which
the Company has made a commitment have now
ended. In future the Company is only required to meet
drawdowns for follow-on investments, management
fees and expenses during the remainder of the life of
the funds.
Valuations and Gearing
The average earnings multiple applied in the valuation
of the Dunedin managed portfolio was 8.3x EBITDA
(2021: 9.7x). These multiples continue to be applied to
maintainable profits.
Within the Dunedin managed portfolio, the weighted
average gearing of the companies was 4.1x EBITDA
(2021: 3.3x).
Analysing the portfolio gearing in more detail, the
percentage of investment value represented by
different gearing levels was as follows:
Less than 1 x EBITDA –%
Between 1 and 2 x EBITDA 32%
Between 2 and 3 x EBITDA –%
More than 3 x EBITDA 68%
Fund Analysis
The chart below analyses the investment portfolio by
investment fund vehicle.
Dunedin Buyout Fund II 57%
Dunedin Buyout Fund III 27%
Realza 16%
08
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report Manager’s Review
Portfolio Analysis
Detailed below is an analysis of the head office of the
investment portfolio companies by geographic location
as at 31 December 2022.
UK 85%
Rest of Europe 15%
Sector Analysis
Consumer products & services 14%
Industrials 27%
Support services 59%
Valuation Method
Earnings provision 10%
Earnings uplift 38%
Assets basis 52%
Dunedin LLP
24 March 2023
09
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
Investments
Weldex
Business description
Weldex is a market-leading crawler crane hire business in the UK, with the
tenth largest lifting capacity globally. It serves the offshore wind, oil & gas,
commercial construction and infrastructure markets. Its cranes, including
some of the largest in the UK, have been used in a number of significant
construction projects including Heathrow Terminal 5, the iconic arch at the
Wembley Stadium, the 2012 Olympic site and Crossrail. Recent projects
include the HS2 railway, the Thames Tideway Tunnel in London, and the
Peterborough Railway Tunnel where a curved concrete box weighing
more than the Eiffel Tower will be pushed underground to form a new
railway tunnel.
Weldex was established in 1979 and has grown into the UK’s largest
crawler crane hire company. The company employs over 100 staff and
operates nationwide and overseas from its headquarters in Inverness and
its depot at Alfreton. The company provides its customers with an
established team of fully accredited operators, site managers and service
engineers and also supplies associated lifting equipment including
wheeled cranes, forklifts, lorry loaders and trailers.
Investment rationale
Weldex is a market-leading business serving the renewables and power
generation market, where growth is driven by the developing UK energy
gap and legislation on climate change. The offshore wind installation
infrastructure is supply constrained and Weldex services this niche. There
are strong barriers to entry: high capital expenditure, long lead times to
source cranes, the need for experienced operators, and Weldex’s
reputation.
Value creation
Value creation is expected to be generated through increasing demand in
Weldex’s targeted sectors. Key areas are in renewable energy
infrastructure, power generation and industrial and commercial
construction.
What has been achieved
Weldex has continued to invest in its core fleet. A new independent non-
executive Chairman was appointed in 2014 with extensive international
experience. This breadth of experience complements the existing
management teams operational expertise.
Performance
In the year to 30 November 2021, the EBITDA of Weldex was £7.8m
(2020: £8.9m) on turnover of £19.0m (2020: £17.7m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
15.1%
£9.5m
£6.6m
19.2%
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
10
FRA
Business description
FRA is an international consultancy that provides forensic accounting, data
analytics and e-discovery expertise, helping businesses respond to
regulatory investigations in an increasingly regulated global environment.
FRA works on some of the largest and most complex regulatory
investigations globally. Its clients are typically blue-chip multinational
corporates seeking advice to help navigate regulatory scrutiny, effect
compliant cross-border data transfer, and manage risk. The company has
offices in London, Dallas, New York, Washington DC, Philadelphia, Paris,
Helsinki and Stockholm. It also runs data centres near each office location
as well as in Montreal and Zurich.
Investment rationale
FRA services a large and growing global market driven by increasing
regulatory activity and scrutiny at an international level. Data volume and
complexity is growing rapidly, benefiting FRA in terms of the quantity of
data storage, analysis and cross-border data protection rules that must be
navigated. FRAs strong organic growth is driven by exceptional client
service, a strong reputation among regulators, law firms and corporates,
long term engagements and growth in the team of forensic accountants,
eDiscovery experts and data analysts.
Value creation
Regarded as a leading authority in its niche, FRA is seeing demand for its
services grow more and more as regulation and enforcement increase
globally. The investigation projects are increasingly being supplemented
with three-year monitorships of corporations subject to regulatory
oversight. Strong relationships with the in-house legal counsel at corporate
clients, and with referring law firms, opens up new business opportunities
which FRA is well placed to take advantage of, with its reputation for
independence and integrity with regulatory bodies. The strategy is to
develop FRAs international reach by recruiting talent into existing offices
whilst opening new offices to access further talent pools or expand client
relationships.
What has been achieved
The successful expansion of FRA was reliant on accelerating its recruitment
drive for talented people around the world, particularly in the US. This was
the only way the business would meet ever increasing client demand.
Dunedin has helped by getting directly involved in the sourcing and
selection process, and filling some of the company’s most senior positions.
Two re-financings of the business have been undertaken with Dunedin
Enterprise receiving proceeds of £5.5m.
Performance
In the year to 31 December 2021, the EBITDA of FRA was £12.1m (2020:
£21.5m) on turnover of £47.9m (2020: £57.3m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
12.0%
£1.4m
£4.1m
5.2%
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
11
Premier Hytemp
Business description
Premier Hytemp is a global market leader in the manufacture and
supply of engineered metal solutions. It is a specialist in the provision of
low alloy and nickel alloy steel components for the upstream oil and
gas industry. Its components are used in complex engineered
assemblies required to extract and control the flow of oil and gas from
new reserves, often sub-sea.
Premier Hytemp is headquartered in Edinburgh with manufacturing
facilities in Singapore and Malaysia.
Investment rationale
The market for oil and gas equipment was growing, driven by strong
global demand for oil and gas and heavy investment in new oil wells.
There was only a small number of global specialist engineering players
supplying steel and engineering services to manufacturers of
wellheads, and there were strong barriers to entry. This was an
opportunity to invest in improving the business to enhance its
capabilities and extend geographic coverage.
Value creation
Whilst the oil and gas market remains somewhat volatile, market
conditions for Premier Hytemp are improving as much delayed capital
projects finally become live and the underlying product supply chains
see demand return to more normal levels of operation. Premier is
seeing a healthy increase in order-intake which should lead to
improvements in profitability and shareholder value.
What has been achieved
A new CEO and additional key senior hires have been made throughout
the company. Operational and working capital improvements have
been made through internal initiatives and through working with
external consultants. The company has now returned to profitability
despite a period of severe market dislocation.
Performance
In the year to 30 September 2021, the EBITDA of Premier Hytemp was
£0.6m (2020: £3.0m) on turnover of £19.4m (2020: £28.3m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
23.0%
8.5%
£10.1m
£2.9m
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
12
Realza Capital
Business description
Realza Capital FCR is a Spanish private equity fund making investments
in Spain and Portugal. The fund is limited to investing 15% of
commitments in Portugal. Dunedin Enterprise’s investment is held via
Dunedin Fund of Funds LP.
The fund invests in companies with leading market positions and
attractive growth prospects either through organic growth or through
subsequent merger & acquisition activity. Realza seeks to invest in
companies with an Enterprise Value normally ranging from 20m to
100m.
The fund’s typical equity investment ranges from 10m to 25m.
Investment rationale
A 15m commitment was made to Realza in 2008. This commitment
was made in accordance with the Trust’s investment policy of investing
in limited partnership funds with a European investment remit which
invested in transactions of a similar nature and size to Dunedin.
What has been achieved
To date Realza has drawn down 94% of commitments. The fund has
made eight investments of which six have been realised. The areas of
business in which the fund’s remaining investments operate are the:-
producer of premium tomatoes; and
producer of cannabis for medicinal and pharmaceutical use.
Performance
To date there has been five realisations achieved by the fund generating
a multiple on original cost of 2.0x.
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
8.9%
8.0%
£3.7m
£2.8m
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
13
EV
Business description
EV is a UK headquartered, global market leader in the provision of high
performance, harsh environment, video cameras and quantitative visual
analytics to the global energy industry.
It offers a highly specialist service, providing skilled engineers to
operate its market-leading cameras in the most difficult down-hole
conditions. The high-resolution video images produced by EV’s
cameras allow oil and gas well operators to identify, quantify and solve
problems rapidly. EV is based in Dubai, Perth, Kuala Lumpur, Calgary,
Aberdeen, Houston and Norwich. It has a further presence in seventeen
worldwide locations across Europe, Canada, USA, South America,
West Africa, the Middle East, Asia and Australasia. The business
employs more than 100 staff.
Investment rationale
EV’s high value Visual Analytics services and products hold a significant
technological competitive advantage operating in a growing
marketplace as global leader in this field of optical data analytics. The
business has a key technological competitive advantage delivering full
360 degree top to toe wellbore images in HD colour employing the EV
proprietary Optis Infinity Multi-Side-View-Camera technology. EV are
focussed on increasing customer well performance and providing
detailed well integrity information helping customers extend well life
and thereby decrease the global carbon footprint. EV has a strong,
committed management team and a good reputation with its
customers.
Value creation
The company is well placed to capitalise on the growing use of
cameras in oil and gas well analysis. There is a clear opportunity for the
business to broaden its product and service offering and in turn deliver
significant additional growth.
In 2016 EV acquired Epidote, a software company specialising in the
presentation and analysis of oil and gas well integrity data. The
acquisition of Epidote enabled EV to diagnose problems in oil and gas
wells faster and more effectively.
What has been achieved
Dunedin has worked closely with the team to develop a revised long-
term strategy for EV. Dunedin introduced a new Chairman to lead the
recovery.
Performance
In the year to 31 March 2021, the EBITDA of EV was £3.8m (2020:
£4.1m) on turnover of £14.4m (2020: £20.7m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
10.6%
5.6%
£8.3m
£1.9m
14
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
GPS
Business description
GPS is a UK headquartered payments processing business providing
customers with leading edge payment processing and ancillary services.
Customers include new emerging fintech or challenger banks, offering a
significantly differentiated proposition for their clients; as well as
specialist payment firms serving the travel, insurance and foreign
exchange markets. It offers a best in class, scalable payment processing
platform with flexibility, innovative features and an accelerated speed to
market for new market entrants. It has over 80 clients, including many
UK fintech and challenger banks, and is seeing significant growth
opportunities from emerging overseas challenger banks as they seek to
disrupt their own domestic banking markets.
Investment rationale
GPS has a large and growing addressable market. Challenger banks and
fintech companies needing leading edge payment processing services
are being created in all major geographical markets. Many are seeking
help from GPS as they start to disrupt their own domestic markets. As
the winners emerge, the volume of payments that they generate also
increases, thereby adding further volume of processing to the GPS
platform. In general, the payments market is growing globally through a
reduction in the use of cash and an increase in the use of mobile
methods of payment (e.g. phones and ‘tap to pay’ debit cards).
GPS has an increasingly international target market, with recent client
wins in Europe and Australia. GPS has signed a strategic partnership
with Visa to provide fintech clients with payments technology in the Asia
Pacific region. It has also been selected by Mastercard as its chosen
processing partner in its Fintech Express Programme. In 2020 GPS was
selected by the Department for International Trade (DIT) to become a
London Export Champion.
Value creation
Growth is expected to come through a strategy of geographic expansion
and investment to maintain the company’s leading-edge technological
position.
What has been achieved
Significant progress has been made in helping the company prioritise its
key opportunities and invest in improving its main functional business
areas, thereby creating strong foundations to support the growth that is
expected in this market. Key talent has been sourced and added to the
company at all levels, including a Chairman, a Chief Financial Officer
and numerous operating and technology focused hires. Key new
management and operating systems have been introduced to the
company to help it as it grows.
In December 2021 a partial sale of the business was completed with
new investors, including Advent International and Viking Global
Investors, injecting additional capital to finance future growth of the
business. Dunedin Enterprise retains a 1.5% interest in GPS Newco.
Performance
In the year to 31 December 2021, the EBITDA of GPS was £3.1m (2020:
£5.1m) on turnover of £26.7m (2020: £21.2m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
1.5%
£2.0m
15
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
Hawksford
Business description
Hawksford is a leading international provider of corporate, private client
and funds services. The business offers a comprehensive range of
services to, and solutions for, trusts, companies, foundations,
partnerships, family offices and investment funds.
During 2018 Hawksford completed the acquisitions of P&P, a Hong Kong
based trust business; and the corporate services division of audit and
accountancy practice SH Landes. The P&P acquisition increased
Hawksford’s Asian presence, giving the company new representation in
China and Japan, building on its existing presence in Singapore and
Hong Kong. Hawksford’s international clients will now have access to a
greater depth of services across Asia, while P&P clients will be able to
utilise Hawksford’s wider services in other locations. As a result of the
SH Landes acquisition, Hawksford is able to provide specialist corporate
services from its central London offices.
Investment rationale
Hawksford presents an opportunity to invest in a cash generative
company with a stable core business, high levels of repeat business and
very good long-term client structures and relationships. There is a clear
opportunity to create value through increased operational efficiency and
marketing capability, proactive business development, international
expansion into new geographies and an acquisition strategy in a highly
fragmented sector.
Value creation
Dunedin has played a significant role in identifying, evaluating and
funding bolt-on acquisitions.
What has been achieved
To date Hawksford has completed seven major acquisitions in Jersey, the
UK, the Middle East and the Far East. These acquisitions have further
enhanced Hawksford’s position through additional high-quality people
and clients. The focus of the business remains on providing excellent
service and increasing client choice by growing the international footprint.
Dunedin organised and led the recruitment of the current CEO. The
financial management of the company has also been strengthened with
the appointment of a new Finance Director. To prepare for the next phase
of growth highly experienced Heads of the Private Client, Funds and
Corporate Service businesses have also been appointed.
In August 2020 Dunedin Enterprise announced a proposed injection of
growth capital from a new majority investor, Star Capital, into Hawksford.
Dunedin Enterprise will retain a 3.7% interest in Hawksford. Regulatory
approval for the transaction was granted in February 2021.
Performance
In the period to 31 December 2021, the EBITDA of Hawksford was £6.1m
(2020: £8.1m) on turnover of £28.1m (2020: £34.1m).
Percentage of
equity held
Cost of Investment
Directors’ valuation
Percentage of Dunedin
Enterprise’s net assets
3.7%
Total return of unlisted investments
at 31 December 2022
Original
cost of Realised Directors Total
investment to date*
1
valuation*
2
return
Company name £’000 £’000 £’000 £’000
Weldex 9,505 119 6,612 6,731
FRA 6,035 5,504 4,132 9,636
Premier Hytemp 10,136 178 2,917 3,095
Realza 11,545 14,551 2,773 17,324
EV 8,321 1,921 1,921
GPS 8,220 18,203 18,203
Hawksford 6,910 7,087 7,087
60,672 45,642 18,355 63,997
*
1
dividends and capital
*
2
excludes carried interest provision of £1.5m
16
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Investments
17
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Long Term Record
Long Term Record
Per Ordinary Share
Revenue
Group Cash available
Ended returned to for ordinary Net asset
31 December Net assets shareholders shareholders value Earnings Dividend Share price
£’000 £’000 £’000 pppp
2012 137,198 21,086 5,801 532.7 20.8 22.5 412.38
2013 116,267 17,992 4,758 529.3 19.9 16.5 436.0
2014 106,556 5,217 980 510.6 4.6 4.7 352.4
2015 104,427 695 (628) 505.8 (3.0) 321.5
Company*
Ended
31 December
2016 103,901 6,916 503.3 33.5 33.5 306.0
2017 100,988 20,644 3,927 489.2 19.0 19.0 396.5
2018 85,235 20,644 177 412.9 0.9 2.0 328.0
2019 91,747 5,161 933 444.4 4.5 5.0 376.0
2020 74,922 9,819 345 413.9 1.7 2.0 336.0
2021 73,413 26,000 4,649 558.8 26.6 30.5 473.0
2022 34,518 41,000 4,499 627.1 36.5 59.0 509.0
*
from 2016 the financial statements are no longer prepared on a consolidated basis but instead with subsidiaries carried at fair value
This Strategic Report has been prepared in accordance with the
Companies Act 2006 (as amended by the Strategic Report and
Directors’ Report Regulations 2013).
Business and Status
The Company carries on business as an investment trust. In the
opinion of the Directors, the Company has conducted its affairs
during the period under review, and subsequently, so as to meet
the eligibility conditions in section 1158 of the Corporation Tax
Act 2010 and the ongoing requirements for approved companies
in Chapter 3 of Part 2 of the Investment Trust (Approved
Company) (Tax) Regulations 2011 (Statutory Instruments
2011/2999).
The Board has contractually delegated the management of the
investment portfolio to the Manager, Dunedin LLP (“Dunedin”). A
summary of the terms of the Alternative Investment Fund
Management Agreement is contained on page 58.
The existing Investment Objective and Investment Policy of the
Company are detailed below.
Investment Objective and Policy
The Company’s investment objective is to conduct an orderly
realisation of its assets, to be effected in a manner that seeks to
achieve a balance between maximising the value of the
Company’s investments and progressively returning cash to
Shareholders.
The Company’s investment policy is to invest primarily in private
equity investments, either through private equity funds managed
by Dunedin or directly.
The Company may not make any new investments save that: (i)
investment may be made to honour commitments to funds under
existing contractual arrangements; (ii) further investment may be
made into the Company’s direct investments in order to preserve
the value of such investments; and (iii) realised cash may be
invested in liquid cash-equivalent securities, including short-
dated corporate bonds, government bonds, cash funds or bank
cash deposits pending its return to Shareholders in accordance
with the Company’s investment objective.
No more than 10 per cent. of the Company’s total assets may be
invested in any single cash equivalent instrument or placed on
deposit with any single institution, except that this limit does not
apply to investment in government bonds, which shall be
unconstrained.
The use of gearing shall be limited to the investment of up to
£20m of borrowed funds or, if less, 20 per cent. of the
Company’s NAV (measured at the time of drawdown).
The Company will not invest in other listed closed-end
investment funds.
The Company will continue to comply with the requirements of
UK investment trust legislation and the restrictions imposed on
closed-ended investment funds by the Listing Rules in force from
time to time.
In common with most investment companies, the Company may
borrow to finance further investment. Although the Company is
permitted by its Articles of Association to borrow an amount
equal to the amount paid up on the issued share capital and the
total amounts standing to the credit of the capital and revenue
reserves of the Company, the Board’s policy is that financial
gearing will not exceed 20 per cent. of net asset value.
Section 172
Under section 172 of the Companies Act 2006 (the “CA 2006”),
the Directors have a duty to promote the success of the
Company for the benefit of Shareholders as a whole. In doing so,
the Directors have regard to matters set out in section 172(1) of
the CA 2006 and the likely consequences of any decision in the
long term; the desirability of the Company for maintaining a
reputation for high standards of business conduct; and the need
to act fairly as between members of the Company.
In this context, and taking into consideration that the Company is
an externally managed investment company with no employees,
the Board consider that its primary stakeholders are existing and
potential new shareholders (who are also its customers) and
suppliers which include its externally appointed manager, service
providers and other professional advisers.
Whilst the FCAs consumer duty does not apply to the Company
or the Board, the Manager has confirmed that it is aware of its
obligations under the consumer duty, including the assessment
of value in relation to the Company, and has discussed its
implementation plan with the Board.
Shareholders
To assist the Board in its aim to act fairly between the Company’s
shareholders, it encourages communications with all
shareholders, and the Annual General Meeting provides a key
forum for both the Board and the Manager to make presentations
on the performance of the Company. Please refer to page 27 for
further detail on communication with shareholders.
Service Providers
The Board seeks to engage with the Manager and other service
providers in a collaborative manner. The principal relationship is
with the Manager, whose services are fundamental to the
success of the Company and for achieving the Company’s
investment objective. The terms and conditions of the Manager’s
appointment, including an evaluation of performance and fees,
are reviewed by the Management Engagement Committee
annually and the board regularly reviews the Manager’s financial
reports and performance statistics, further detail of which can be
found on page 26. The Manager seeks to maintain productive
relationships with the Company’s other suppliers on behalf of the
Company, primarily through regular communication and provision
of information as necessary.
Investee Companies
Whilst the Company’s operations are limited (with all substantive
matters being conducted by its externally appointed service
providers) the Board is aware of the need to consider the impact
of the Company’s operations on environmental, social and
governance matters and the Board also expects good standards
at the companies within which the Company is invested. In this
regard, it is satisfied that the Manager consistently and
Strategic Report
18
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report
19
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report
proactively engages with investee companies on such matters,
where these are material to the investment case and therefore to
the success of the Company. The Corporate Governance report
sets out details of the Manager’s considerations of these issues.
Investment Policy
Taking into consideration that the Company’s current objective is
to conduct an orderly realisation of the investment portfolio and
return cash to shareholders, the Company’s primary focus in
promoting the success of the Company as a whole is to direct
the Company with a view to realising such objective in a manner
consistent with the stated investment policy. In this regard, a
tender offer was approved by shareholders in November 2022 as
a mechanism for returning capital to shareholders.
Risk Management
The Board carries out a regular and robust review of the risk
environment in which the Company operates. The Board
acknowledges that it is responsible for risk management
systems, which have been in place for the year under review, and
for reviewing their effectiveness. There is an ongoing process for
identifying, evaluating and managing the principal and emerging
risks faced by the Company and they are regularly reviewed by
the Board. The principal risks and uncertainties identified by the
Board which might affect the Company’s business model and
future performance, and the steps taken with a view to their
mitigation, are as follows:
Investment and liquidity risk: the Company’s investments are in
small and medium-sized unquoted companies, which by their
nature entail a higher level of risk and lower liquidity than
investments in large quoted companies. Mitigation: the Manager
aims to limit the risk attaching to the portfolio as a whole by
closely monitoring individual holdings, including the appointment
of investor directors to the board of portfolio companies. The
Board reviews the portfolio, including the schedule of projected
exits, with the Manager on a regular basis to evaluate the orderly
realisation process.
No Change in overall risk in year
Portfolio concentration risk: following the adoption of the
Company’s revised investment policy in May 2016, the portfolio
will become more concentrated as investments are realised and
cash is returned to shareholders. This will increase the
proportionate impact of changes in the value of individual
investments on the value of the Company as a whole. The
Directors’ valuation of the Company’s investments represents
their best assessment of the fair value of the investments as at
the valuation date and the amounts eventually realised from such
investments may be more or less than the Directors’ valuation.
Mitigation: the Directors and Manager keep the portfolio under
review and focus closely on those holdings which represent the
largest proportion of total value.
Increase in overall risk in year
Financial risk: most of the Company’s investments involve a
medium to long term commitment and many are relatively illiquid.
Mitigation: the Directors consider it appropriate to finance the
Company’s activities through the retention of sufficient cash
reserves. The Board seeks to ensure that the availability of cash
reserves matches the forecast cash flows of the Company both
on a base and stress case basis given the level of undrawn
commitments to limited partnership funds.
No Change in overall risk in year
Economic risk: events such as economic recession or general
fluctuations in stock markets and interest rates may affect the
valuation of portfolio companies and their ability to access
adequate financial resources, as well as affecting the Company’s
own share price and discount to net asset value. An economic
risk is the conflict in Ukraine. Mitigation: the Company invests in
a diversified portfolio of investments spanning various sectors
and maintains access to sufficient cash reserves to be able to
provide additional funding to portfolio companies should this
become necessary. The Manager and board of each portfolio
company is keeping under review the impact of the conflict in
Ukraine and developing contingency plans/mitigating actions
where appropriate.
No Change in overall risk in year
Credit risk: the Company holds a number of financial
instruments and cash deposits and is dependent on
counterparties discharging their commitment. Mitigation: the
Directors review the creditworthiness of the counterparties to
these investments and cash deposits and seek to ensure there is
no undue concentration of credit risk with any one party.
No Change in overall risk in year
Currency risk: the Company is exposed to currency risk as a
result of investing in companies who transact in foreign
currencies and funds denominated in euros. The sterling value of
these investments can be influenced by movements in foreign
currency exchange rates. Mitigation: Currency risk is monitored
by the Manager on an ongoing basis and on a quarterly basis by
the Board.
No Change in overall risk in year
Internal control risk: the Company’s assets could be at risk in
the absence of an appropriate internal control regime.
Mitigation: the Board regularly reviews the system of internal
controls, both financial and non-financial, operated by the
Company and the Manager. These include controls designed to
ensure that the Company’s assets are safeguarded and that
proper accounting records are maintained.
No Change in overall risk in year
Borrowings
In common with most investment companies, the Company may
borrow to finance further investment. Although the Company is
permitted by its Articles of Association to borrow an amount
equal to the amount paid up on the issued share capital and the
total amounts standing to the credit of the capital and revenue
reserves of the Company, the Board’s policy is that the use of
gearing shall be limited to £20m of borrowed funds or, if less,
20 per cent. of the Company’s NAV (measured at the time of
drawdown). The Board has no intention for the Company to
use gearing.
Review of Performance
An outline of the performance, market background, investment
activity and portfolio during the year under review and the
performance over the past 10 years, as well as the investment
outlook, are provided in the Chairman’s Statement on page 3 and
the Manager’s Review on pages 6 to 8. Details of the Company’s
investments can be found on pages 9 to 16.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Strategic Report
20
Monitoring Performance Key Performance Indicators
At each Board meeting the Directors consider a number of
performance indicators to assess the Company’s success in
achieving its objectives, which include both absolute and relative
performance compared to the market indices and peer group.
The key performance indicators (‘KPIs’) used to measure the
progress and performance of the Company are as follows:
cash distributions to shareholders;
movement in share price;
movement in net asset value per ordinary share;
movement of net asset value and share price performance
compared to the Benchmark; and
ongoing charges.
Details of the KPIs are shown on pages 6 and 8. Alternative
performance measures are defined on page 64.
Share Buyback
The Board recognises that it is in the long-term interests of
shareholders to reduce discount volatility and believes that the
prime driver of discounts over the longer term is performance. As
outlined on page 24, the Board intends to seek renewal of its
annual share buyback authority. The Board does not intend to set
a precise discount target at which shares might be bought back
as it believes that the announcement of specific targets would be
likely to hinder the successful execution of a buyback policy.
Social, Community, Human Rights, Employee
Responsibilities and Environmental Policy
Whilst the Company has no employees and therefore no
requirement to report separately on this area (as the
management of the portfolio has been delegated to Dunedin),
the Company has regard to each of the factors set out in
section 172 of the Companies Act 2006 and is mindful of the
diversity targets under the Listing Rules and other reporting
obligations (to the extent applicable to an investment trust) in
respect of environmental, social and governance matters.
Further, Dunedin, with the support of the Board, takes
environmental, social and governance factors and human rights
issues into consideration when making investment decisions
made on behalf of the Company. The Manager’s environmental,
social and governance policy can be found at
www.dunedin.com. The Manager also supports the principles of
the UK Stewardship Code and implements these where
applicable. Details of the Alternative Investment Fund
Management Agreement are provided on page 58.
Diversity
At 31 December 2022, there were two male directors and one
female director on the Board. The Board’s policy on diversity is
set out on page 26 and the Company is mindful of the diversity
targets set out under the Listing Rules.
By order of the Board
Duncan Budge
Chairman
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Report
21
The Directors present their report and audited financial
statements for the year to 31 December 2022.
The Manager of the Company is Dunedin LLP (“Dunedin”). The
Board is independent of Dunedin. The Company’s registration
number is SC052844.
Going Concern
The financial statements have not been prepared on a going
concern basis since the Company’s current objective is to
conduct an orderly realisation of the investment portfolio and
return cash to shareholders. No adjustments were necessary to
the investment valuations or the recognition and measurement of
other assets and liabilities included in the financial statements as
a consequence of the basis of preparation.
Statement on long-term viability
In accordance with the AIC Code of Corporate Governance, the
Directors have assessed the prospects of the Company over the
three-year period to 31 December 2025. The Directors consider
that for the purpose of their assessment it is not practical or
meaningful to look forward over a period of more than three
years. Furthermore, the Directors deem that this reflects a
balance between assessing the Company’s prospects over the
longer term and the uncertainties inherent in looking out further
than three years.
The Board has taken account of the Company’s current position
and carried out a robust assessment of the principal risks and
uncertainties facing the Company and the mitigating actions as
identified in the Strategic Report. The Board also considered the
major factors which effect the economic, regulatory and political
environment.
The assessment also considered:-
the nature of the Company’s business, including cash
reserves available to the Company;
the potential for its unlisted portfolio to generate future
income and capital proceeds;
future capital calls by funds to which the Company has made
commitments;
the Company’s income and expenditure projections; and
the change to the Company’s investment objective and the
impact on the potential of the unlisted portfolio to generate
future income and capital proceeds during the managed
wind-down and the ability of the Directors to minimise the
level of cash outflows should this be necessary.
These metrics are subject to sensitivity analysis which involves
flexing a number of the main assumptions underlying the
forecasts. The principal factors which were stress tested were
the:-
timing of realisations (delayed by one year); and
quantum of realisations (reduced by 20%).
The Board has concluded that there is a reasonable expectation
that the Company will be able to continue in operation and meet
its liabilities as they fall due over the three-year period to
31 December 2025. If the remaining investments in the portfolio
are realised within three years then formal proposals may be put
to Shareholders for a members’ voluntary liquidation prior to
31 December 2025.
Share Capital
At 31 December 2022, the Company’s issued and paid up share
capital was £1,376,068 divided into 5,504,274 fully paid up
ordinary shares of 25 pence each.
The rights attaching to the Company’s shares are set out in the
Company’s Articles of Association (which may be amended by
special resolution) and they are also supplemented by (and are
subject to) relevant provisions of the Companies Act 2006
(“2006 Act”) and other legislation applying to the Company from
time to time.
Capital Entitlement
On a winding-up, after meeting the liabilities of the Company, the
surplus assets will be paid to ordinary shareholders in proportion
to their shareholdings.
Dividends
The ordinary shares carry a right to receive dividends which are
declared from time to time by an ordinary resolution of the
Company (up to the amount recommended by the Directors) and
to receive any interim or special dividends which the Directors
may resolve to pay.
An interim dividend of 34.0p per share was paid to shareholders
on 24 November 2022. A final dividend of 25.0p is proposed and
if approved, will be paid to shareholders on 19 May 2023, to
shareholders on the register at close of business on 21 April
2023. The ex-dividend date is 20 April 2023.
Voting Rights
Each ordinary shareholder present in person or by proxy is
entitled to one vote on a show of hands and, on a poll, to one
vote for every share held.
Rights attaching to B shares
Following the approval by shareholders on 8 May 2019, the
Directors have the ability to capitalise sums standing to the credit
of certain of the Company’s reserves in accordance with the
Articles of Association and use such capitalised amounts to allot
and issue as fully paid up B shares of 1 pence each. The
quantum and timing of any issue is at the discretion of the
Directors.
Any B shares issued will be redeemable at the option of the
Company and it is expected that any redemption will occur
shortly after each date of issue of B shares, when all of the B
shares then in issue will be compulsorily redeemed and
cancelled in accordance with their terms for an amount not
exceeding the amount treated as paid up on the B shares.
Directors’ Report
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Report
22
When in issue, B shares do not provide the holder with any
voting rights. B shares carry a limited right to a dividend;
however, due to the very short time B shares will be in existence
if issued, no dividend is ever likely to become payable. On a
return of capital on a winding up, the holders of any B shares in
issue will be entitled to 1 pence per B share held by them, in
priority to any payment to the holders of every other class of
shares in the Company.
As the Company now has insufficient capital reserves available
to issue B shares for new consideration it is not envisaged that
the Company will issue any further B shares.
Significant Shareholdings
The significant holdings in the Company’s ordinary share capital
which have been notified to the Company as at 31 December
2022 are shown below.
Ordinary % of issued
shares share capital
Interactive Investor 1,915,006 34.8
Hargreaves Lansdown 676,918 12.3
Lind Invest 438,325 8.0
MIGO Opportunities Trust 250,000 4.5
Halifax Share Dealing 171,432 3.1
There have been no changes notified in respect of the above
holdings, and no new holdings notified, since the end of the
financial year and the date of this report.
Directors
Details of the current Directors of the Company are shown on
pages 4 to 5. All Directors are considered to be independent. No
contract or arrangement existed during the period in which any
of the Directors had a material interest. No Director has a service
contract with the Company. Following a detailed review by the
Board of each of the Directors other commitments, both public
and private, it is considered that each has sufficient time
available to undertake their duties as a Director of the Company.
In accordance with the UK Corporate Governance Code,
changes to the Chairman’s other significant commitments require
to be disclosed and explained. The Chairman’s other
directorships are noted on page 4. The Directors have carefully
considered the Chairman’s other directorships and consider that
the Chairman effectively manages his commitments and has
sufficient time to meet what is expected of him as Chairman of
the Company. The Chairman’s attendance at Board and
Committee meetings is outlined in the relevant table on page 26.
The table shows that the Chairman has attended each Board and
Committee meeting held during the year. The Directors believe
this demonstrates that the Chairman continues to allocate
sufficient time to the Company and continues to discharge his
responsibilities effectively.
Angela Lane, Duncan Budge and Brian Finlayson will retire from
the Board and, being eligible, offer themselves for re-election at
the Annual General Meeting (“AGM”).
Brian Finlayson was appointed to the Board on 1 January 2007
and has served for more than nine years. He has over thirty years
of experience in both private equity and corporate finance. He
worked with Dunedin Capital Partners Limited before retiring
from the company in 2002. He has held numerous non-executive
director positions in private equity backed businesses both whilst
unlisted and subsequently on listing. The Directors have carefully
considered Brian Finlayson’s independence and believe that
notwithstanding his historic connections with the Manager’s
group and the number of years he has served as a Director, he
retains independence of character and of judgement. The
Directors do not consider that there are relationships or
circumstances which are likely to affect Brian Finlayson’s
judgement. Given the long-term nature of private equity
investments the Board considers it a significant benefit to the
Company for Directors of the Company not to be subject to any
overall limit on tenures.
Following performance evaluation, in the view of the other
Directors, Angela Lane, Duncan Budge and Brian Finlayson
continue to perform effectively and to demonstrate commitment
to the Company. The re-election of Angela Lane, Duncan Budge
and Brian Finlayson is recommended to shareholders as their
skills and experience continue to add to the strength of the
Board.
Tenure of the Chairman
Duncan Budge has been a Director of the Company since 2 April
2012 and Chairman since 14 May 2014. The Nomination
Committee has resolved that it is in the best interests of the
Company that there should be no limit on the length of tenure of
the Chairman; however, this position will be subject to annual
review. The Nomination Committee took a number of factors into
consideration when arriving at this conclusion, including the fact
that private equity investments by their nature are long term
investments where an accumulated knowledge of the
investments is beneficial to their supervision. Additionally, the
Company is in a wind-down process which was approved by
shareholders in May 2016. At the time the wind-down was
approved, the Directors indicated that the process would take at
least seven years to complete and the Nomination Committee
consider it beneficial for there to be consistency of chairmanship
during this period.
Directors’ and Officers’ Liability Insurance/Directors’
Indemnity
The Company maintains insurance in respect of directors’
liabilities in relation to their acts on behalf of the Company.
In line with market practice and the Company’s Articles of
Association, the Company has agreed to indemnify the Directors
in respect of costs, charges, 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 2006 Act,
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’ insurance maintained by the Company
be exhausted.
Directors’ Conflicts of Interest
Under the 2006 Act, a Director must avoid a situation where he
has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the Company’s interests. The 2006
Act allows directors of public companies to authorise conflicts
and potential conflicts, where appropriate, where the articles of
association contain provisions to this effect. The Company’s
Articles of Association give the Directors authority to approve
such situations.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Report
23
The Company maintains a register of Directors’ conflicts of
interest which have been disclosed and approved by the other
Directors. The register is reviewed at each Board meeting and
the Directors are required to disclose to the Company Secretary
any change to conflicts or any potential new conflicts. Where a
conflict of interest arises, the Director concerned will not
participate in any discussions or decisions in that area.
Corporate Governance
The statement on Corporate Governance on pages 25 to 27 is
included in the Directors’ Report by reference.
Investment Management Arrangements
The principal terms of the Company’s Alternative Investment
Fund Management Agreement with Dunedin are set out on
page 58.
The Management Engagement Committee has reviewed
Dunedin’s investment policy and process. The review covered
the performance of the Investment Manager, their management
process, investment style, resources and risk controls. The
Management Engagement Committee is satisfied with the results
of the review and is therefore of the opinion that the continuing
appointment of Dunedin on the terms agreed is in the interests of
shareholders as a whole. Such a review is carried out on an
annual basis.
Dunedin Managed Funds and Dunedin Fund of Funds LP operate
carried interest schemes. Dunedin executives participate in these
carried interest schemes.
Use of financial instruments
Reference is made to note 20 on pages 54 to 56 which sets out a
description of the financial instruments and associated risks.
Secretary
Dunedin LLP is appointed as Corporate Company Secretary
pursuant to the Alternative Investment Fund Management
Agreement, details of which are set out on page 58.
Duration
The Company does not have a fixed life. Reference is made to
Going Concern as detailed on page 21.
Bribery Act
The Company has a zero-tolerance policy towards bribery and is
committed to carrying out business fairly, honestly and openly.
The Investment Manager also adopts a zero-tolerance approach
and has policies and procedures in place to prevent and detect
bribery.
Facilitation of tax evasion
The Company has a zero-tolerance policy towards the facilitation
of tax evasion. The Investment Manager also adopts a zero-
tolerance approach and has policies and procedures in place to
prevent and detect the facilitation of tax evasion.
Engagement with Suppliers and Customers
Reference is made to the section 172 statement on pages 18
and 19.
Social, Community and Environmental Policy
The statement on social, community, environmental and human
rights policy on page 20 is included in the Strategic Report by
reference.
Modern Slavery Act
The Company is an investment company and has no employees.
The Directors are satisfied that, to the best of their knowledge,
the Company’s principal suppliers, which are listed on the inside
back cover of this report, comply with the provisions of the UK
Modern Slavery Act 2015.
Activities in the field of research and development
The Company does not undertake activities in the field of
research and development.
Greenhouse Gas Emissions
All of the Company’s activities are outsourced to third parties.
As such it does not have any physical assets, property,
employees or operations of its own and does not generate any
greenhouse gas or other emissions producing sources under the
Companies Act 2006 (as amended by the Strategic Report and
Directors’ Report Regulations 2013).
External Auditor
The Directors confirm that so far as each Director is aware there
is no relevant audit information of which the Company’s external
auditor is unaware. Each Director has also taken all reasonable
steps that he or she ought to have taken as a Director to make
himself or herself aware of any relevant audit information and to
establish that the external auditors are aware of that information.
The External Auditor, Johnston Carmichael LLP, has indicated its
willingness to continue in office and a resolution re-appointing
them and authorising the Directors to fix their remuneration will
be proposed as resolutions 7 and 8 at the forthcoming Annual
General Meeting.
Post Balance Sheet Events
The Manager’s Review on pages 6 to 8 details all post balance
sheet events.
Annual General Meeting (“AGM”)
The AGM of the Company will be held at Dickson Minto WS,
16 Charlotte Square, Edinburgh, EH2 4DF on 10 May 2023 at
12 noon. Notice of the AGM is given on pages 59 to 62 of this
report.
In addition to completing the enclosed Form of Proxy and
returning it to Equiniti as per the instructions on the form,
shareholders can submit proxies online by logging onto
www.sharevote.co.uk. To use this service shareholders will need
their Voting ID, Task ID and Shareholder Reference Number
printed on the Form of Proxy. Full details of the procedure are
given on the website. Alternatively, shareholders who have
already registered with Equiniti’s online portfolio service,
Shareview, can appoint a proxy by logging on to their portfolio at
www.shareview.co.uk using their usual user ID and password.
Once logged in simply click “view” on the “My Investments”
page, click on the link to vote, then follow the on-screen
instructions. Any such votes need to be cast by no later than
12 noon on 8 May 2023.
The Board would also welcome questions from shareholders in
advance of the AGM. Please submit all questions to
info@dunedinenterprise.com by 8 May 2023. The Board will
provide answers to these questions after the AGM.
If it is necessary to provide you with further information about the
Annual General Meeting, or notify you about any alternative
arrangements, we will do so on our website
(www.dunedinenterprise.com) and by RNS.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Report
24
Resolutions to be considered at the AGM
Resolutions 1 to 9 will be proposed as ordinary resolutions. This
means that for each of those resolutions to be passed, more than
half of the votes cast must be in favour of the resolution.
Resolutions 10 to 11 will be proposed as special resolutions. This
means that for each of those resolutions to be passed, at least
three-quarters of the votes cast must be in favour of the
resolution. Each of these resolutions is being proposed to
comply with the Company’s Articles of Association and to obtain
certain authorities required under the 2006 Act from
shareholders.
Resolution 1: Receive the audited Report and Accounts
Shareholders are being asked to receive the audited accounts for
the year ended 31 December 2022.
Resolution 2: Approve the Directors’ Remuneration Policy
Shareholders are being asked to approve the Directors’
Remuneration Policy set out pages 30 to 32 for the three years
ending on the Company’s AGM in 2026.
Resolution 3: Approve the Directors’ Remuneration Report
Shareholders are being asked to approve the Directors’
Remuneration Report set out pages 30 to 32 for the year ended
31 December 2022.
Resolution 4: Final Dividend
Shareholders are being asked to approve the Final Dividend of
25p per Ordinary Share for the year ended 31 December 2022. If
shareholders approve the recommended Final Dividend, it will be
paid on 19 May 2023 to shareholders on the Company’s register
of members at the close of business on 21 April 2023.
Resolutions 5, 6, and 7: Re-election of Directors
The Directors standing for re-election and their biographical
details are set out on pages 4 to 5. The Board recommends to
Shareholders the re-election of the Directors, each of whom the
Board regards as possessing the requisite skills and attributes to
continue making significant contributions in their respective
roles.
Resolutions 8 and 9: Re-appointment and remuneration of
external auditor
The Company is required to appoint auditors at each general
meeting at which accounts are presented to shareholders. It is
proposed that Johnston Carmichael LLP be and are hereby
re-appointed as auditor of the Company and will hold office from
the conclusion of the AGM until the conclusion of the next
general meeting at which accounts are laid before the Company,
and that their remuneration be fixed by the Directors.
Resolution 10: Share buy-backs
The existing buy-back authority, granted at the AGM of the
Company held on 11 May 2022, permits the Company to make
market purchases of up to 14.99 per cent. of the Company’s
issued ordinary share capital as at 29 March 2022 and expires at
the forthcoming AGM. The authority, under Resolution 10, if
conferred, will only be exercised if, in the Directors’ opinion, a
repurchase would be in the best interests of shareholders as a
whole and would result in an increase in the net asset value per
Ordinary Share for the remaining shareholders.
The Directors propose to renew the authority at this year’s AGM
and seek authority to purchase up to 825,090 Ordinary Shares
(being 14.99 per cent. of the issued share capital as at 31 March
2023 the latest practicable date prior to publication of this
notice). This authority will expire at the conclusion of the AGM of
the Company in 2024 (or, if earlier, the date following 15 months
from this year’s AGM). Purchases of Ordinary Shares will only be
made through the market for cash at prices below the prevailing
net asset value per Ordinary Share. Under the Listing Rules of
the Financial Conduct Authority, the maximum price (excluding
expenses) that can be paid is not more than the higher of (i) 5 per
cent. above the average market values of the ordinary shares for
the five business days before the day on which the purchase is
made; (ii) the price of the last independent trade on the trading
venue where the purchase is carried out; and (iii) the highest
current independent purchase bid on that venue. The minimum
price that may be paid will be 25 pence per share (being the
nominal value of a share). Ordinary shares that are purchased will
be cancelled. The effect of any cancellation would be to
reduce the number of shares in issue. In making purchases, the
Company will deal only with member firms of the London
Stock Exchange.
Resolution 11: Notice of General Meetings
The Shareholder Rights Directive (“Directive”) was implemented
in the UK in August 2009. One of the requirements of the
Directive is that all general meetings must be held on 21 days’
notice unless shareholders agree to a shorter notice period.
Resolution 11 seeks to renew this shareholder approval. The
approval will be effective until the Company’s next AGM, when it
is intended that a similar resolution will be proposed. The
Company will also need to meet the requirements for electronic
voting under the Directive before it can call a general meeting on
14 days’ notice. The Directors only intend to call a general
meeting on less than 21 days’ notice where the proposals are
time sensitive and the short notice would clearly be an
advantage to shareholders as a whole.
Recommendation of the Board
The Board considers that all the resolutions to be considered at
the AGM are in the best interests of the Company and the
shareholders as a whole. Your Board intends to use reasonable
endeavours to vote in favour of them in respect of their entire
beneficial holdings of Ordinary Shares which amount, in
aggregate, to 72,916 Ordinary Shares (representing
approximately 1.32 per cent. of the ordinary share capital of the
Company in issue) and unanimously recommends that you do so
as well.
By order of the Board,
Duncan Budge
Chairman
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Corporate Governance Report
25
Compliance
The Board considers that the Company has complied with the
relevant principles and provisions contained in the UK Corporate
Governance Code issued by the Financial Reporting Council
(“FRC”) in July 2018 and the principles and provisions contained
in the AIC’s Code of Corporate Governance issued in February
2019 (the “AIC Code”) throughout this accounting period with the
exception of the matters noted below.
The AIC Code can be found on the AIC website
(www.theaic.co.uk). It includes an explanation of how the AIC
Code adapts the Principles and Provisions set out in the UK
Code to make them relevant for investment companies. A copy
of the UK Corporate Governance Code can be found at
www.frc.org.uk.
The UK Corporate Governance Code includes provisions relating
to the role of the Chief Executive, Executive Directors’
remuneration and the need for an internal audit function. For the
reasons set out in the AIC Code, and as explained in the UK
Corporate Governance Code, the Board considers that these
provisions are not relevant to the position of the Company, which
is an externally managed investment company. The Company
has not, therefore, reported further in respect of these provisions.
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 under the Companies
Act 2006 (as amended by the Large and Medium Sized
Companies and Groups (Accounts and Reports) Regulations
2008 and the Strategic Report and Directors’ Report Regulations
2013).
The Board
The Board consists of three non-executive Directors, all of whom
the Company deems to be independent, even though Duncan
Budge and Brian Finlayson have both served as a Directors for
over nine years.
On appointment, new Directors are provided with an induction
programme which is tailored to the particular circumstances of
the appointee. Following appointment, the Chairman regularly
reviews and agrees with Directors, as appropriate, their training
and development needs as necessary to enable them to
discharge their duties taking account of company specific
matters and industry issues.
The Board determines the strategic direction of the Company. It
meets at least four times a year and there is regular contact with
the Manager between these meetings. There is a formal schedule
of matters specifically reserved for Board decisions. The
schedule of matters is reviewed regularly by the Board. The
Directors also have access to any information, the advice and
services of the Company Secretary and, if required, external
advice at the expense of the Company. The Company Secretary
is also responsible for ensuring good information flows between
all parties. The Board maintains ongoing dialogue with the
Company’s legal adviser in relation to corporate governance
matters.
There is a clear division of responsibility between the Board and
the Manager. The Manager’s role is defined within the Alternative
Investment Fund Management Agreement. The Board and the
Manager have agreed clearly defined investment criteria and
specific levels of authority. Reports on these issues, including
performance statistics, investment valuations and management
accounts, are submitted to the Board at each meeting. The
Manager’s evaluation procedure and financial analysis of the
companies within the portfolio includes detailed research and
appraisal, and also takes into account environmental policies and
social, ethical, human rights and other business issues.
The Manager’s environmental, social and governance policy can
be found at www.dunedin.com. The Manager also supports the
principles of the UK Stewardship Code and implements these
where applicable. As an institutional investor, the Company
recognises its responsibility that the companies in which it
invests should aspire to appropriate levels of corporate
governance. As a matter of policy, the Company aims to ensure
the Manager utilises its votes in respect of shares held in the
relevant underlying portfolio companies at the annual general
meetings of these companies. In the year to 31 December 2022
the Manager voted in favour of all resolutions put forward at the
annual general meetings of portfolio companies.
The Manager does not exclude companies from their investment
universe purely on the grounds of ESG factors but adopt a
positive engagement approach whereby matters are discussed
with management with the aim of improving the relevant policies
and management systems and enabling the Manager to consider
how ESG factors could impact long term investment returns.
The Company’s Articles of Association require that all Directors
are subject to retirement by rotation and, given this and that all of
the Directors are non-executive directors, the Board does not
consider it necessary for the Directors to be appointed for a fixed
term. The Board’s policy on tenure is to adopt best practice in
line with the requirement of the AIC Code, for all Directors to
retire and, if appropriate, stand for annual re-election at each
AGM. The Board does not feel that it would be appropriate to
adopt a policy whereby Directors serve for a limited period as the
historical knowledge of the portfolio is a key benefit. Any
Directors appointed to the Board since the previous AGM also
retire and stand for election.
During the year the performance of the Board, committees and
individual Directors was evaluated through a discussion process
led by the Chairman. The performance of the Chairman was
evaluated by the other Directors. Amongst other considerations,
the performance evaluation considered the balance of skills and
diversity of the Board, as well as the Board’s overall
effectiveness. The Board believes it has an appropriate balance
of skills and experience, length of service and knowledge of the
Company. Each individual Director’s training requirements are
reviewed as part of the annual evaluation process. The Board
does not consider that the use of external consultants to conduct
this evaluation is likely to provide any meaningful advantage over
the process adopted, however, the option of using of an external
consultant is kept under review.
Corporate Governance Report
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Corporate Governance Report
26
The Board supports diversity in the boardroom, including targets
set out under the Listing Rules, and is of the opinion that
appointments to the Board should be made considering a
number of different diversity criteria(including gender, ethnicity,
sexual orientation, disability or educational, professional and
socio-economic backgrounds) alongside the appropriate skill set,
experience and expertise.
The table below details the number of Board, Audit, Nomination
and Management Engagement Committee meetings attended by
each Director. During the year there were four Board meetings,
four Audit Committee meetings, two Nomination Committee
meetings and two Management Engagement Committee
meetings.
Management
Audit Nomination Engagement
Board Committee Committee Committee
meetings meetings meetings meetings
Directors attended attended attended attended
Duncan Budge 4422
Brian Finlayson 4422
Angela Lane 4422
Board Committees
There are three committees of the Board: the Nomination
Committee, the Management Engagement Committee and the
Audit Committee. The terms of reference for each committee are
available on the Company’s website. A report of the activity of
each committee is set out below.
Due to the size of the Board, the Board has not established a
separate Remuneration Committee and, as a whole, fulfils the
function of the remuneration committee.
Nomination Committee
Members:
Duncan Budge (Chairman)
Brian Finlayson
Angela Lane
Due to the size of the Board, the Nomination Committee
comprises all the independent non-executive directors. The
Nomination Committee is responsible for identifying and
nominating to the Board new Directors and for considering
whether existing Directors should be re-elected. The Nomination
Committee is also responsible for monitoring the composition,
size and structure of the overall Board. The Nomination
Committee aims to maintain an appropriate balance of skills and
experience within the Board and, together with the Board,
supports the principle of diversity in the boardroom. The Board is
conscious of the diversity targets set out in the Listing Rules and
the Board complies with the AIC Code in appointing
appropriately diverse, independent non-executive Directors who
set the operational and moral standards of the Company.
The Board will always appoint the best person for the role and
will not discriminate on the grounds of gender, ethnicity, sexual
orientation, disability or educational, professional or
socio-economic backgrounds. The Nomination Committee is
responsible for ensuring that any recruitment process takes
account of the Company’s diversity policy. From time to time, the
Nomination Committee uses external specialist search
consultants, as appropriate, to assist it in carrying out its
responsibilities.
The Nomination Committee is chaired by Duncan Budge, except
when this committee considers his succession and reviews his
performance. In such circumstances, the Nomination Committee
elects an alternative member to take the Chair. The Nomination
Committee met twice in the year.
Management Engagement Committee
Members:
Duncan Budge (Chairman)
Brian Finlayson
Angela Lane
Due to the size of the Board, the Management Engagement
Committee comprises all the independent non-executive
Directors. The Management Engagement Committee reviews the
performance of the Manager and its compliance with the terms
of the Alternative Investment Fund Management Agreement. The
terms and conditions of the Manager’s appointment, including an
evaluation of performance and fees, are reviewed by the
Management Engagement Committee on an annual basis.
Audit Committee
Members:
Angela Lane (Chairman)
Duncan Budge
Brian Finlayson
The Audit Committee comprises all the independent non-
executive Directors. The Directors believe that it is in the best
interests of the Company that its Chairman, Duncan Budge, is
a member of the Committee. The Board is satisfied that the
Audit Committee has the necessary skills and experience to
operate effectively. The Audit Committee Report is set out on
pages 28 to 29.
Internal Controls
The Directors have overall responsibility for ensuring that there
are systems of internal control in place, both financial and non-
financial, and for reviewing their effectiveness. The purpose of
the internal financial controls is to ensure that proper accounting
records are maintained, the Company’s assets are safeguarded,
and the financial information used within the business and, for
publication, is accurate and reliable. Such a system can provide
reasonable, but not absolute assurance against material
misstatement or loss.
Under the terms of the Alternative Investment Fund Management
Agreement the day-to-day management and operation of the
Company has been delegated to the Manager. Clear lines of
accountability have been established between the Board and the
Manager. The Board and the Manager have agreed clearly
defined investment criteria, specified levels of authority and
exposure limits. The Manager is responsible for the design,
implementation and maintenance of controls and procedures to
safeguard the assets of the Company and to manage its affairs
properly. The system extends to financial, operational and
compliance controls and risk management. The Board reviews
the financial reports and performance statistics, including
projections and management accounts from the Manager on a
regular basis. Annually the Audit Committee carries out an
assessment of internal risks and controls. In carrying out its
review, the Audit Committee has regard to the activities of the
Manager, including its risk management, compliance function
and whistle-blowing policies, and the Independent Auditor.
On the basis of this work, the Board confirms that there is an
ongoing process for identifying, evaluating and managing any
significant business and operational risks faced by the Company
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Corporate Governance Report
27
and the Board has carried out a review of the effectiveness of
this process. This process has been in place for the year ended
31 December 2022 and up to the date of the annual report and
accounts.
The Audit Committee considers, and the Board agrees that an
internal audit function is not required by the Company as the
internal control systems operated by the Manager provide
sufficient assurance of the effectiveness of internal controls.
Relations with Shareholders
All shareholders have the opportunity to attend in person and
vote at the AGM. The notice of the AGM sets out the business of
the meeting and items of business are explained in the Directors’
Report on pages 21 to 24. Separate resolutions are proposed for
each substantive issue. Both the Board and representatives of
the Manager are available to answer shareholders’ questions at
the AGM. Proxy voting figures are announced to shareholders at
the AGM.
The Chairman and Manager hold regular discussions with
substantial shareholders, the feedback from which is greatly
valued by the Board. In addition, the Chairman and Directors are
available to enter into dialogue and correspondence with
shareholders regarding the progress and performance of the
Company at any point during the year. They can be contacted at
the registered office address of the Company noted on page 66.
Additionally, the Chairman can be contacted via email at
duncan.budge@dunedinenterprise.com. All correspondence
received from shareholders is passed directly to the Chairman.
The Senior Independent Director is available to shareholders if
their concerns have not been resolved through the normal
channels or where these are inappropriate.
All communications by the Company with shareholders are
approved by the Board.
The Company’s website is www.dunedinenterprise.com. The
Manager’s presentation to shareholders will be available on the
website after the AGM.
Articles of Association
The Articles of Association of the Company may be amended by
special resolution of the Company.
Share buy-backs
Reference is made on page 20 of the Strategic Report for further
information on share buy-backs.
Significant shareholdings
Reference is made on page 22 of the Director’s Report for further
information on the Company’s significant shareholders.
By order of the Board,
Duncan Budge
Chairman
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Audit Committee Report
28
Audit Committee Report
The Audit Committee is chaired by Angela Lane and comprises
all of the Directors, all of whom are independent. The Audit
Committee’s principal responsibilities are:
to review the interim and annual financial statements (and
consider their integrity), interim management statements,
announcements and matters relating to accounting policy,
laws and regulations;
to evaluate the risks to the quality and effectiveness of the
financial reporting process;
to review the consistency of accounting policies on a year on
year basis;
to review compliance with applicable accounting standards
and make appropriate judgements, taking into account the
views of the external auditor;
where requested, to review the content of the Annual Report
and Accounts and advise the Board whether the report as a
whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position, performance, business model and
strategy;
to review and recommend for approval by the Board the
valuation of portfolio investments;
to review the effectiveness of the internal control systems
and the policies and procedures for the identification and
assessment of business risks and the management of these
risks;
to review corporate governance compliance;
to review the nature and scope of the work to be performed
by the external auditors, including monitoring the statutory
audit of the annual financial statements;
to evaluate the independence, objectivity, effectiveness,
resources and qualifications of the auditor and develop and
implement a policy on the engagement of the auditor to
provide non audit services and to review such fees having
regard to their independence;
to conduct a tender process and make recommendations as
to the appointment and remuneration of the external auditor;
and
to formally report to the Board on how it has discharged its
duties.
The Audit Committee has a schedule which sets out its annual
work programme to ensure it covers the areas within its remit
appropriately. It met four times during the year to carry out its
responsibilities and senior representatives of the Manager
attended the meetings as required by the Audit Committee. The
main agenda item discussed at each of these meetings was the
valuation of portfolio investments. The external auditor attended
the Audit Committee’s meetings twice in the year and met with
the Audit Committee without representatives of the Manager
being present. In between meetings, the Audit Committee
chairman maintains ongoing dialogue with the Manager and the
external audit partner.
During the year the Audit Committee carried out a review of its
terms of reference and its own effectiveness. It concluded that
the Audit Committee is satisfactorily fulfilling its terms of
reference and is operating effectively.
Significant accounting matters
The significant issue considered by the Audit Committee during
the year in relation to the financial statements of the Company
was the valuation of unquoted investments.
The Company’s accounting policy for valuing unquoted
investments is set out in note 2 on pages 43 to 45, with an
explanation to its implementation in note 4 on pages 46 to 47.
The Audit Committee reviewed and challenged the valuations
prepared by the Manager taking account of the latest available
information about the Company’s investments and the Manager’s
knowledge of the underlying companies through their ongoing
monitoring, position on portfolio company boards and
participation on fund advisory committees. The Audit Committee
satisfied itself that the valuation of investments had been carried
out consistently with prior accounting periods, or that any
change in valuation basis was appropriate, and in accordance
with published industry guidelines.
The external auditor explained the results of their review of the
procedures undertaken by the Manager for the valuation. On the
basis of their audit work, no material differences were identified
by the auditor.
Going Concern
The current investment policy of the Company is to conduct an
orderly realisation of its assets leading ultimately to the
liquidation of the Company. It was concluded that the financial
statements should not be prepared on a going concern basis. No
adjustments were necessary to the investment valuations or the
recognition and measurement of other assets and liabilities
included in the financial statements as a consequence of the
basis of preparation. The auditor’s report contains an “emphasis
of matter” paragraph referring to the non-going concern basis of
preparation.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Audit Committee Report
29
External Auditor
The Audit Committee monitored the relationship with the external
auditor with a view to ensuring that it did not provide non-audit
services to the Company that had the potential to impair or
appear to impair the independence of its audit role. In light of the
restrictions of the FRC’s Ethical Standard placed on the provision
of non-audit services by the Company’s auditor, the Audit
Committee’s policy is that no tax services will be provided by the
auditor and that any other proposed non-audit services will
require pre-approval by the Audit Committee. There were no
non-audit services provided to the Company by the external
auditor during the year ended 31 December 2022.
The external auditor, Johnston Carmichael LLP, has provided
details of other relationships it has with the Manager and
confirmed to the Board that in its opinion it is independent of the
Manager. The Audit Committee has reviewed the independence
and objectivity of the external auditor. The Audit Committee is
satisfied that the external auditor continues to demonstrate its
independence.
The current audit partner is David Holmes, appointed on 6 May
2020 and now in his fourth year. Under the rotation requirements
of the FRC ES, the Johnston Carmichael LLP audit partner will
rotate every five years. During the year the Committee completed
an external auditor performance evaluation questionnaire. The
Committee reviewed and discussed the results of the
questionnaire. Having considered these matters and the
effectiveness of the external auditor, the Audit Committee has
recommended to the Board that, subject to shareholder approval
at the Annual General Meeting, Johnston Carmichael LLP be re-
appointed as external auditor for the forthcoming year.
Risk Management and Internal Control
The Company does not have an internal audit function. The Audit
Committee believes this is appropriate as all of the Company’s
management functions are delegated to the Manager which has
its own internal control and risk monitoring arrangements. A
report on these arrangements is prepared by the Manager and
submitted to the Audit Committee which it reviews on behalf of
the Board to support the Directors’ responsibility for overall
internal control as set out in the Governance Report on page 26.
A copy of this report is provided to the external auditor for
consideration.
The Company does not have a whistleblowing policy and
procedure in place. The Company delegates this function to the
Manager who is regulated by the FCA and has such policies in
place. The Audit Committee has been informed by the Manager
that these policies meet the industry standards and no
whistleblowing took place during the year.
Angela Lane
Chairman of the Audit Committee
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Remuneration Report
30
Directors’ Remuneration Report
This report has been prepared by the Directors in accordance
with the requirements of section 420 of the Companies Act 2006.
A resolution to approve the report will be proposed at the Annual
General Meeting.
The Company’s independent auditor, Johnston Carmichael, is
required to give an opinion on certain information included in this
report, as indicated below. The auditor’s report on these and
other matters is set out on pages 34 to 38.
Chairman’s 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
(“2013 Regulations”), the Chairman confirms that there have
been no major decisions taken on Directors’ remuneration and
no substantial changes relating to Directors’ remuneration made
during the financial year to 31 December 2022.
1) Directors’ Remuneration Policy Report
This Report provides details of the remuneration policy for the
Directors of the Company and is the same in all material respects
as the policy put into practice by the Board. All Directors are
non-executive, appointed under the terms of their letters of
appointment and under the same terms as in force at the date of
their appointment.
This Remuneration Policy was approved by a resolution of the
Company’s shareholders at the Annual General Meeting of the
Company held on 6 May 2020 and was passed by 99.89%
(7,599,786 votes) of shareholders voting in favour of the
resolution and 0.11% (8,504 votes) voting against. Its provisions
are applicable until the next triennial shareholder vote which will
be at the AGM on 6 May 2023. The Company does not intend
making any significant changes to implementation of the
Remuneration Policy in the current financial year.
Due to the size of the Board, the Board as a whole fulfils the
function of the Remuneration Committee and considers any
change in the Directors’ Remuneration Policy, as well as
implementation of that policy. A separate Committee has
therefore not been established. The Company’s Directors are all
independent of the Manager.
The non-executive Directors of the Company and all new
Directors of the Company are entitled to such rates of annual
fees, together with any incremental fees payable in recognition of
any Director’s additional time commitment, as the Board at its
discretion shall from time to time determine, subject to the
aggregate annual fees not exceeding an amount set by
shareholders through the Articles of Association currently set at
£200,000, and reimbursement of reasonable fees and expenses
incurred by them in the performance of their duties. The level of
fees paid to Directors is determined by assessing their time
commitment and responsibilities in fulfilling their roles. The
Chairman of the Board, Chairman of the Audit Committee and
Senior Independent Director are paid higher fees, reflecting the
greater amount of time spent on the Company’s business. As
well as monitoring the approach by similar investment trusts to
fees, suitable external advice is sought where appropriate.
In line with the majority of investment trusts, no component of
any Director’s remuneration is subject to performance factors,
introductory fees or an exit payment. Additionally, Directors are
not eligible for pension benefits, share options, long-term
incentive schemes or other benefits. As the Company has no
employees, no consideration needs to be given to employment
conditions in setting Directors’ pay. Subject to the triennial
shareholder vote, the Company has not sought shareholder
views on its remuneration policy.
It is the Company’s policy that Directors do not have service
contracts. The terms of their appointment provide that in line with
the provisions set by the Articles of Association, a Director shall
retire and be subject to election by shareholders at the first
Annual General Meeting after their appointment and stand for
re-election every three years thereafter. However, it is the policy
of the Board that Directors are re-elected annually. The terms
also provide that a Director may be removed from office with a
notice period of three months. No compensation is payable for
loss of office.
The Company indemnifies Directors in respect of costs, charges,
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.
Table of Directors’ Remuneration Components
2022
1
2021
£ £
Chairman fee 34,000 34,000
Non-executive Director base fee 23,000 23,000
Additional fee for chairman of the
Audit Committee 3,000 3,000
Additional fee for Senior Independent
Director 3,000 3,000
The fees noted above represent the entirety of fees paid to
Directors.
1 Directors’ fees may be increased, subject to the current maximum
aggregate limit of £200,000 per annum stated in the Company’s
Articles of Association.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Remuneration Report
31
2) Directors’ Remuneration Implementation Report
This report is prepared in accordance with Schedule 8 of the
2013 Regulations.
The rates of Directors’ fees for the financial year to 31 December
2022 were set out in the Directors’ Remuneration Report
contained in the Company’s 2021 Annual Report and Accounts.
A non-binding ordinary resolution proposing adoption of the
Remuneration Report was put to shareholders at the Company’s
Annual General Meeting held on 11 May 2022 and was passed
by 99.6% (5,180,231 votes) of shareholders voting in favour of
the resolution, 0.4% (20,606 votes) voting against.
In the financial year to 31 December 2022, no discretion has
been exercised in the award of directors’ remuneration. The
Company does not anticipate making any significant changes to
implementation of the Remuneration Policy in the current
financial year.
Directors’ emoluments for the year (audited)
All Directors who served during the year ended 31 December
2022 received the emoluments, in the form of fees, as described
in the table below.
Single Total Figure Table (audited)
2022 2021
Annual Annual
Fees Fees
£ £
Duncan Budge 34,000 34,000
Angela Lane 29,000 29,000
Brian Finlayson 23,000 23,000
Total 86,000 86,000
The fees noted above were fixed fees and represent the entire
remuneration paid to Directors.
The remuneration of Directors has been unchanged over the past
five years.
Relative importance of expenditure on pay
As required by the 2013 Regulations, to allow shareholders to
assess the relative importance of expenditure on pay, the table
below demonstrates the total remuneration paid to the Directors
compared to the distributions to shareholders by way of dividend
and any other significant distributions and payments.
2022 2021
£ £ Difference
Spend on Directors’ fees 86,000 86,000 –%
Distributions to shareholders:
(a) dividends 6,371,353 3,258,033 +96%
(b) Tender offer (inc costs) 41,407,212 26,235,293 +58%
Statement of Directors’ shareholding and share interests
(audited)
The names of the Directors and their shareholdings in the
Company as at 31 December 2022 are shown in the table below.
The shareholdings of connected persons to the Directors are
included in the figures below.
2022 2021
# #
Duncan Budge 7,667 18,292
Brian Finlayson 62,249 148,555
Angela Lane 3,000 23,417
The Company has not been notified of any changes to the
Directors’ shareholdings between 31 December 2022 and
24 March 2023.
In accordance with the Company’s articles of association, no
Director is required to hold any shares in the Company by way of
qualification.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Directors’ Remuneration Report
32
Share price total return
The graph below presents for the period from 31 December 2012 to 31 December 2022 the total shareholder returns compared to the
total return on the FTSE Small Cap (ex-investment companies) and the FTSE All Share (ex-investment companies). These indices are
chosen for comparative purposes only.
The Directors’ Remuneration Report on pages 30 to 32 was approved by the Board of Directors and signed on its behalf on 24 March
2023.
Duncan Budge
Chairman
24 March 2023
Total Shareholder Return (TSR) (Rebased to 100)
2012
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Dunedin Enterprise TSR
350
300
250
200
150
100
50
0
FTSE Small Cap exc. Inv Trusts TSR
FTSE All Share exc. Inv Trusts TSR
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Statement of Directors’ Responsibilities
33
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 have
elected 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 and
prudent;
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. As explained in
note 1, the Directors do not believe that it is appropriate to
prepare these financial statements on a going concern basis.
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.
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 and Directors’ Report include a fair
review of the development and performance of the business
and the position of the Company, together with a description
of the principal risks and uncertainties that it faces.
We consider the annual report and financial statements, 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.
Duncan Budge
Chairman
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Independent Auditor’s Report
34
Opinion
We have audited the financial statements of Dunedin Enterprise
Investment Trust PLC (“the Company”), for the year ended
31 December 2022, which comprise the Income Statement, the
Balance Sheet, the Cash Flow Statement, the Statement of
Changes in Equity and the related notes, including significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-
adopted international accounting standards.
In our opinion the financial statements:
Give a true and fair view of the state of the Company’s
affairs as at 31 December 2022 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.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in
the Auditor responsibilities for the audit of the financial
statements section of our report. We are independent of the
Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard, as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Emphasis of matter financial statements prepared on a
basis other than going-concern
We draw your attention to the disclosure made in note 1 to the
financial statements which explains that the financial statements
have not been prepared on the going concern basis because the
Company’s current objective is to conduct an orderly realisation
of its investment portfolio and return cash to shareholders.
Accordingly, the financial statements have been prepared on a
basis other than going concern as described in note 1.
Our opinion is not modified in respect of this matter.
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.
Our approach to the audit
We planned our audit by first obtaining an understanding of the
Company and its environment, including its key activities
delegated by the Board to relevant approved third-party service
providers and the controls over provision of those services.
We conducted our audit using information maintained and
provided by Dunedin LLP (the “Alternative Investment Fund
Manager”, the “Company Secretary”, and the “Administrator”), to
whom the Company has delegated the provision of services.
We tailored the scope of our audit to reflect our risk assessment,
taking into account such factors as the types of investments
within the Company, the involvement of the Administrator, the
accounting processes and controls, and the industry in which the
Company operates.
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial
statement line items and disclosures and in the evaluation of the
effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Independent Auditor’s Report
To the members of Dunedin Enterprise Investment Trust PLC
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Independent Auditor’s Report
35
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit addressed these matters
and the results of our audit work in relation to these matters.
Key audit matter How our audit addressed the key audit matter and our conclusions
Valuation and ownership of unlisted
investments
(as described on page 28 in the Audit
Committee Report and as per the accounting
policy in note 2, and notes 4 and 12).
The key driver of the Company’s net assets and
total return is the valuation of the unlisted
investments portfolio. The valuation of the
unlisted (“level 3”) investments at 31 December
2022 was £16.9m (2021: £48.8m).
The unlisted investments are valued in
accordance with the revised International Private
Equity and Venture Capital (IPEV) valuation
guidelines. Significant judgement is required in
applying these principles and determining
certain inputs to the valuation models.
Given the estimation uncertainty in the valuation
of the unlisted investment portfolio, as well as
the portfolio’s impact on the Company’s Balance
Sheet, accounting for 48.7% of total assets at
31 December 2022, it has been designated as a
key audit matter, being one of the most
significant assessed risks of material
misstatements due to fraud or error.
Additionally, there is a risk that the unlisted
investments recorded as held by the Company
may not represent property of the Company
(ownership).
We performed a walkthrough of the valuation process with the AIFM, to gain an
understanding and evaluate the design of the process and implementation of
key controls.
We obtained evidence of the Valuation Committee’s oversight of each valuation
and assessed whether they performed their review on a regular basis and free
from bias.
We assessed the degree to which the valuations were subject to estimation
uncertainty and the degree to which the selection and application of the
valuation method, assumptions and data were affected by complexity
and subjectivity.
We engaged our specialist corporate finance team to review the
appropriateness of certain judgements, such as multiples and discounts.
We corroborated data used in the valuation models to independent sources,
assessing if market conditions met management’s expectations and any
forecasts used in the valuation models were suitable, consistent and the data
was relevant and reliable.
We reperformed the calculation of the valuation models to ensure
mathematical accuracy.
We assessed whether any changes from the prior year valuation models were
appropriate and in line with IPEV guidelines.
We performed back-testing over disposals in the year to the most recent
valuation prior to disposal to assess management’s previous valuations.
We ensured that accounting estimates and related disclosures are included in
the financial statements.
We performed a recalculation of the carried interest earned from the underlying
limited partnerships.
We agreed the ownership of unlisted investment holdings to share certificates or
loan notes and agreed any material disposals in the year to underlying
agreements.
From our completion of these procedures, we identified no material
misstatements in relation to the valuation and ownership of unlisted
investments.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Independent Auditor’s Report
36
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature and extent of our
work and in evaluating the results of that work.
During the course of the audit, we reassessed initial materiality
and found no reason to alter the basis of calculation used at
year-end.
Other information
The other information comprises the information included in the
Annual Report other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the
other information contained within the Annual Report. Our
opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
The information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
The Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic Report or
the Directors’ Report.
£690,000
(2021:
£1,468,000)
£518,000
(2021:
£1,101,000
£227,000
(2021:
£219,000)
£34,500
(2021:
£73,000)
Audit Committee reporting threshold we agreed with the Audit Committee that we would report to them all
differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted
reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud.
Specific materiality recognising that there are transactions and balances of a lesser amount which could
influence the understanding of users of the financial statements we calculate a lower level of materiality for testing
such areas.
Specifically, given the importance of the distinction between revenue and capital for the Company, we also applied
a separate testing threshold for the revenue column of the Income Statement set as 5% of the revenue profit
before tax.
We have set a specific materiality in respect of related party transactions and Directors’ remuneration.
We used our judgement in setting these thresholds and considered our past experience of the audit, the history of
misstatements and industry benchmarks for specific materiality.
Performance materiality performance materiality represents amounts set by the auditor at less than materiality
for the financial statements as a whole, to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
In setting this we consider the Company’s overall control environment, our past experience of the audit that
indicates a lower risk of material misstatements. Based on our judgement of these factors, we have set
performance materiality at 75% of our overall financial statement materiality.
Materiality for the financial statements as a whole we have set materiality as 2% of net assets as we believe
that net assets is the primary performance measure used by investors and is the key driver of shareholder value. It
is also the standard industry benchmark for materiality for investment trusts and we determined the measurement
percentage to be commensurate with its listed status and with the nature of the Company’s investment portfolio
which is 59.3% invested in level 3 unlisted investments.
Materiality measure Value
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Independent Auditor’s Report
37
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
Adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
The financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
Certain disclosures of Directors’ remuneration specified by
law are not made; or
We have not received all the information and explanations
we require for our audit; or
A corporate governance statement has not been prepared
by the Company.
Corporate governance statement
We have reviewed the Directors’ Statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’s compliance with
the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
The Directors’ statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out
on page 21;
The Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 21;
The Directors’ statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 21;
The Directors’ statement on fair, balanced and
understandable set out on page 33;
The Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 19;
The section of the annual report that describes the review of
the effectiveness of risk management and internal control
systems set out on pages 26 and 27; and
The section describing the work of the Audit Committee set
out on pages 28 and 29.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities
statement set out on page 33, the Directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error. In preparing the financial
statements, the Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting
Council’s website at:
http://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
We assessed whether the engagement team collectively had the
appropriate competence and capabilities to identify or recognise
non-compliance with laws and regulations by considering their
experience, past performance and support available.
All engagement team members were briefed on relevant
identified laws and regulations and potential fraud risks at the
planning stage of the audit. Engagement team members were
reminded to remain alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and the sector in
which it operates, focusing on those provisions that had a direct
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Independent Auditor’s Report
38
effect on the determination of material amounts and disclosures
in the financial statements. The most relevant frameworks we
identified include:
Companies Act 2006;
FCA listing and DTR rules;
The principles of the UK Corporate Governance Code
applied by the AIC Code of Corporate Governance (the
“AIC Code”);
Industry practice represented by the Statement of
Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts
(“the SORP”) issued in November 2014, and updated in
July 2022 with consequential amendments;
UK-adopted international accounting standards; and
The Company’s qualification as an investment trust under
section 1158 of the Corporation Tax Act 2010.
We gained an understanding of how the Company is complying
with these laws and regulations by making enquiries of
management and those charged with governance. We
corroborated these enquiries through our review of relevant
correspondence with regulatory bodies and board meeting
minutes.
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud might
occur, by meeting with management and those charged with
governance to understand where it was considered there was
susceptibility to fraud. This evaluation also considered how
management and those charged with governance were
remunerated and whether this provided an incentive for
fraudulent activity. We considered the overall control environment
and how management and those charged with governance
oversee the implementation and operation of controls. We
identified a heightened fraud risk in relation to the valuation and
ownership of investments. Audit procedures performed in
response to these risks are set out in the section on key audit
matters above.
In addition to the above, the following procedures were
performed to provide reasonable assurance that the financial
statements were free of material fraud or error:
Completion of appropriate checklists and use of our
experience to assess the Company’s compliance with the
Companies Act 2006 and the Listing Rules;
Testing of accounting journals and other adjustments for
appropriateness;
Assessing judgements and estimates made by
management for bias; and
Agreement of the financial statement disclosures to
supporting documentation.
Our audit procedures were designed to respond to the risk of
material misstatements in the financial statements, recognising
that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve intentional concealment, forgery,
collusion, omission or misrepresentation. There are inherent
limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were
appointed by the Board on 7 October 2019 to audit the financial
statements for the year ended 31 December 2019 and
subsequent financial periods. The period of our total
uninterrupted engagement is four years, covering the years
ended 31 December 2019 to 31 December 2022.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent
of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the
Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
David Holmes (Senior Statutory Auditor)
For and behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
24 March 2023
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Financial Statements
39
2022 2021
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Investment income 5 4,951 4,951 4,800 4,800
Gains on investments 12 4,514 4,514 23,408 23,408
4,951 4,514 9,465 4,800 23,408 28,208
Expenses
Investment management fee 6 (35) (105) (140) (29) (88) (117)
Other expenses 7 (380) (13) (393) (384) (23) (407)
Profit before finance costs and tax 4,536 4,396 8,932 4,387 23,297 27,684
Finance costs 8–––(10) (32) (42)
Profit before tax 4,536 4,396 8,932 4,377 23,265 27,642
Taxation 9 (37) 37 272 70 342
Profit for the year 4,499 4,433 8,932 4,649 23,335 27,984
Basic return per ordinary share
(basic & diluted) 11 36.46p 35.92p 72.38p 26.56p 133.33p 159.89p
The total column of this statement represents the Statement of Comprehensive Income of the Company, prepared in accordance with
UK-adopted International Accounting Standards. The supplementary revenue and capital columns are both prepared under guidance
published by the Association of Investment Companies. All items in the above statement derive from continuing operations.
All income is attributable to the equity shareholders of Dunedin Enterprise Investment Trust PLC.
The notes on pages 43 to 57 form part of the financial statements.
Income Statement
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Financial Statements
40
Balance Sheet
2022 2021
Notes £’000 £’000 £’000 £’000
Non-current assets
Investments at fair value through profit or loss 12 28,487 60,588
Current assets
Other receivables 13 5,375 297
Cash and cash equivalents 778 12,616
6,153 12,913
Current liabilities
Other liabilities 14 (122) (88)
(122) (88)
Net current assets 6,031 12,825
Net assets 34,518 73,413
Capital and reserves
Share capital 15 1,376 3,284
Capital redemption reserve 2 3,149 1,241
Capital reserve realised 2 33,947 19,721
Capital reserve unrealised 2 (18,220) (8,378)
Special distributable reserve 2 9,594 51,001
Revenue reserve 2 4,672 6,544
34,518 73,413
Net asset value per share 16 627.1p 558.8p
The financial statements were approved by the Board of Directors on 24 March 2023.
Duncan Budge, Chairman
The notes on pages 43 to 57 form part of the financial statements. The accompanying notes form an integral part of these financial
statements.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Financial Statements
41
Cash Flow Statement
2022 2021
£’000 £’000 £’000 £’000
Operating activities
Profit before tax 8,932 27,642
Adjustments for:
(Gains) on investments (4,514) (23,408)
Interest paid 42
(Increase)/decrease in debtors (1,058) 760
Increase/(decrease) in creditors 34 (2,183)
Net cash inflow from operating activities 3,394 2,853
Investing Activities
Purchase of investments (430) (1,550)
Drawdown from subsidiary (75) (79)
Purchase of ‘AAA rated money market funds (28,422) (6,213)
Sale of investments 30,007 38,547
Distribution from subsidiary 2,900
Sale of ‘AAA rated money market funds 28,615 8,100
Net cash inflows from investing activities 32,595 38,805
Tax
Tax recovered 342
Financing Activities
Tender offer (41,456) (26,235)
Dividends paid (6,371) (3,258)
Interest paid (42)
Net cash outflows from financing activities (47,827) (29,535)
Net (decrease)/increase in cash and cash equivalents (11,838) 12,465
Cash and cash equivalents at 1 January 12,616 151
Cash and cash equivalents at 31 December 778 12,616
The notes on pages 43 to 57 form part of the financial statements.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Financial Statements
42
Statement of Changes in Equity
Capital Capital Capital Special Total
Share redemption reserve reserve
distributable
Revenue retained Total
For the year ended capital reserve realised* unrealised reserve account earnings equity
31 December 2022 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2021 3,284 1,241 19,721 (8,378) 51,001 6,544 68,888 73,413
Profit for the year ––14,276 (9,842) 4,499 8,933 8,933
Purchase and cancellation of
shares (1,908) 1,908 (50) (41,407) (41,457) (41,457)
Dividends paid –––––(6,371) (6,371) (6,371)
At 31 December 2022 1,376 3,149 33,947 (18,220) 9,594 4,672 29,993 34,518
Capital Capital Capital Special Total
Share redemption reserve reserve
distributable
Revenue retained Total
For the year ended capital reserve realised unrealised reserve account earnings equity
31 December 2021 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2020 4,525 49,850 30,600 (16,357) 1,151 5,153 20,547 74,922
Profit for the year ––15,356 7,979 4,649 27,984 27,984
Cancellation of capital redemption
reserve (49,850) ––49,850 49,850
Purchase and cancellation of
shares (1,241) 1,241 (26,235) –––(26,235) (26,235)
Dividends paid –––––(3,258) (3,258) (3,258)
At 31 December 2021 3,284 1,241 19,721 (8,378) 51,001 6,544 68,888 73,413
*–included in the profit for the year is £4.0m relating to the deferred consideration on the sale of RED which will not qualify as
distributable profit until receipt.
The notes on pages 43 to 57 form part of the financial statements.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
43
1. General information and basis of preparation
Dunedin Enterprise Investment Trust PLC (‘the Company’) is a
public company limited by shares incorporated and registered in
Scotland with company number SC052844. Its registered
address is at Easter Dalry House, 3 Distillery Lane, Edinburgh,
EH11 2BD. The principal activity of the Company is that of a
closed-ended investment trust within the meaning of Section
1158 of the Corporation Tax Act 2010 and its investment
objective and policy is detailed in the Strategic Report.
On 31 December 2020, International Financial Reporting
Standards (IFRS) as adopted by the European Union at that date
was brought into UK law and became UK-adopted International
Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. The Company
transitioned to UK-adopted International Accounting Standards
in its financial statements with effect from 1 January 2021. There
was no impact or changes in accounting policies from the
transition.
The annual financial statements have also been prepared in
accordance with the AIC Statement of Recommended Practice
for the Financial Statements of Investment Trust Companies and
Venture Capital Trusts issued in April 2022 (‘the SORP’). Where
presentation guidance set out in the SORP is consistent with the
requirements of IFRS, the Directors have sought to prepare the
financial statements on a basis compliant with the
recommendations of the SORP.
The financial statements are presented in pounds sterling,
rounded to the nearest thousand.
Going concern
The financial statements have not been prepared on a going
concern basis, since the Company’s current objective is to
conduct an orderly realisation of the investment portfolio and
return cash to shareholders. As the Company is committed to
and can fund an orderly realisation of its investments over an
extended period of time, no adjustments were deemed
necessary to the investment valuations or the recognition and
measurement of other assets and liabilities included in the
financial statements as a consequence of the basis of
preparation.
Critical accounting judgements and key sources of
estimation uncertainty
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and
assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expenses
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 in 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 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.
Judgements made by management in the application of IFRS
that have a significant effect on the Financial Statements and
significant estimates are disclosed in note 4.
2. Accounting Policies
a. Consolidation
Subsidiaries are entities over which the Company has control.
The Company controls an entity when it is exposed to, or has the
rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the
entity. The Company reassesses whether it has control if there
are changes to one or more elements of control. This includes
circumstances in which protective rights held (e.g. those
resulting from a lending relationship) become substantive and
lead to the Company having power over an entity.
As at 31 December 2022 the Company has one subsidiary, a
100% controlling interest in Dunedin Funds of Fund LP (“FoF
LP”). Under IFRS 10 ‘Consolidated Financial Statements’,
qualifying entities that meet the definition of an investment entity
are not required to prepare consolidated financial statements and
instead account for subsidiaries at fair value through profit or loss.
The Directors deem the Company to be an investment entity and
therefore the Company does not consolidate its subsidiary but
instead carries it at fair value through profit or loss.
To qualify as an investment entity, the following criteria must be
met by the entity:-
holds more than one investment;
has more than one investor;
has investors that are not related parties to the entity; and
has ownership interest in the form of equity or similar
interests.
However, the absence of one or more of these characteristics
does not prevent the entity from qualifying as an investment
entity, provided all other characteristics are met and the entity
otherwise meets the definition of an investment entity:
it obtains funds from one or more investors for the purpose
of providing those investor(s) with professional investment
management services;
it commits to its investor(s) that its business purpose is to
invest funds solely for returns from capital appreciation,
investment income or both; and
it measures and evaluates the performance of substantially
all of its investments on a fair value basis.
The Company meets all of the defined criteria of an investment
entity and consequently the Directors deem that the Company is
an investment entity.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
44
2. Accounting Policies continued
FoF LP does not meet all the defined criteria of an investment
entity as it is 100% owned by the Company. However, the
Directors deem it is nevertheless an intermediate investment
entity as the Company (which holds 100% of the interests in
each entity) has a number of investors.
Therefore, as the Company meets the requirements of an
investment entity, the Company accounts for its subsidiary at fair
value through profit or loss in accordance with IFRS 9. The
Investments at fair value through profit or loss carried in the
Balance Sheet include the Company’s investment in FoF LP. See
note 12 for more detail on the investments held at fair value
through profit or loss.
Accounting standards require that if an investment entity is the
parent of another investment entity, the parent shall also provide
the additional disclosures required by IFRS 12 ‘Disclosure of
Interests in Other Entities’. These disclosures are set out in
note 21.
b. Investments in Dunedin managed limited partnership
funds
The Company indirectly holds investments via Dunedin managed
limited partnership funds. These are accounted for on a look
through basis in the Balance Sheet in “Investments at fair value
through profit or loss”. The Company’s share of the current
assets and current liabilities of each Dunedin managed limited
partnership fund is accounted for in the Balance Sheet in “Other
receivables” and “Other liabilities”. Management fees paid by the
Company to Dunedin managed limited partnership funds are
included in the “Gains on investments” in the Income Statement
accounted for through the “Capital reserve realised”.
c. Associated Undertakings
The Company holds a number of investments in entities over
which it has significant influence which meet the definition of
associates in IAS28 Investment in Associates. The Company has
taken advantage of the exemption from applying IAS28 as these
investments are held as part of the Company’s portfolio with a
view to the ultimate realisation of capital gains. These
investments are accounted for at fair value through profit and
loss rather than being consolidated.
d. Revenue/capital
The revenue column of the income statement includes all income
and expenses except for the realised and unrealised profit and
loss on investments and the proportion of management fee and
finance costs charged to capital which are included in the capital
column.
e Income
Dividends receivable on quoted equity shares are brought into
account on the ex-dividend basis. Dividends receivable on equity
shares where no ex-dividend date is applicable are brought into
account when the Company’s right to receive payment is
established.
Interest on loans made to portfolio companies is only recognised
as revenue when the limited partnership in which the portfolio
company is held makes a distribution of that interest income to
the Company. Prior to a distribution being made, the Company
has no right to the income and therefore the revenue recognition
criteria of IFRS 15 and the SORP are not met.
Prior to receipt, and where the valuation of the portfolio company
supports it, the Company’s share of accrued interest on loans to
a portfolio company is effectively reflected in “Investments at fair
value through profit or loss”, as accrued interest on loans to
investee companies directly impacts Dunedin Enterprise
Investment Trust PLC’s share of the net asset value of the limited
partnerships which hold the investments in the underlying
portfolio companies. As a result, on receipt of a distribution of
interest income from the limited partnership funds which hold the
portfolio companies, to the extent that loan interest accruals
previously impacted the value of “Investments at fair value
through profit or loss” there is a transfer from “Gains on
investments” in the capital column of the income statement to
“Investment Income” in the revenue column of the income
statement.
The valuation methodology adopted by the Company is detailed
in note 4.
f. Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged to the revenue column within the Income Statement
except that:
expenses which are incidental to the acquisition or disposal
of an investment are charged to the capital column as
incurred,
expenses are split and presented partly as capital items
where a connection with the maintenance or enhancement
of the value of the investments can be demonstrated, and
accordingly the investment management fee and finance
costs have been allocated 25% to revenue and 75% to
capital in order to reflect the Directors’ expected long-term
view of the nature of the investment returns of the Company.
g. Cash and cash equivalents
Cash and cash equivalents comprise current deposits with
banks. These are subject to an insignificant risk of changes in
value and are held for the purpose of meeting short term cash
commitments rather than for investment or other purposes. Cash
balances on term deposits for three months or longer are
classified as investments.
h. Financial assets and liabilities
(i) Classification
The Company classifies its financial assets and liabilities in the
following categories: at fair value through profit or loss; and
financial assets and liabilities at amortised cost. The
classification depends on the nature and purpose of the financial
assets and is determined at the time of initial recognition by
management.
Financial assets at fair value through profit or loss
The financial assets comprise private equity investments, money
market funds, money on deposit and an investment in Dunedin
Fund of Funds LP. The assets in this category are classified as
non-current and are managed and evaluated on a fair value basis
in accordance with the Company’s Investment Strategy and
Business Model.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
45
2. Accounting Policies continued
Financial assets and liabilities at amortised cost
These assets and liabilities are non-derivative financial assets
with fixed or determinable payments that are not quoted in an
active market. They comprise other receivables, cash and cash
equivalents and other payables.
Other receivables comprise prepayments and accrued income
and are classified as current assets if receipt is due within one
year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current assets.
Cash and cash equivalents comprise demand deposits with
banks and are subject to an insignificant risk of changes in value.
Other payables comprise accruals and are classified as current
liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
(ii) Recognition and measurement
Purchases and sales of financial assets are recognised on the
date of the transaction (the date on which the Company commits
to purchase or sell the asset). Investments are initially recognised
at fair value, being the consideration paid and are subsequently
measured at fair value as determined by the Directors.
Fair value is defined as the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm’s
length transaction. The Directors based the fair value of
investments on information received from the Manager. The
Manager’s assessment of fair value of investments is determined
in accordance with IFRS 13 ‘Fair Value Measurement’.
Gains or losses arising from changes in the fair value for the
‘investments at fair value through profit or loss’ are presented in
the Income Statement within ‘gains/(losses) on investments’ in
the period in which they arise.
Financial liabilities at amortised cost consist of other payables.
Other payables are initially recognised at fair value net of
transaction costs incurred and classified as current. Unless
otherwise indicated the carrying amounts of the Company’s
financial liabilities approximate to their fair values.
i. Taxation
Corporation tax payable is provided on taxable profits at the
current rate. Any tax relief obtained on expenses is allocated
between capital and revenue on the assumption that expenses
charged to revenue are matched first against taxable revenue
items. Tax relief is only reflected in capital to the extent that
additional expenses are utilised from capital to reduce or
eliminate the Company’s tax liability.
Deferred taxation is provided on the balance sheet liability
method on all temporary differences, calculated at the rate at
which it is estimated that tax will be payable.
Due to the Company’s status as an investment trust, and its
intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not
provided deferred tax on any capital gains and losses arising on
the revaluation or on disposal of investments.
j. Dividend
Dividends payable are recognised as a distribution and recorded
in the Statement of Changes in Equity when they become a
liability of the Company.
k. Foreign currencies
Transactions in foreign currencies are recorded using the rate of
exchange ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated
using the rate of exchange ruling at the balance sheet date and
the gains or losses on translation are included in the income
statement.
l. Segmental analysis
The Directors are of the opinion that the Company is engaged in
a single segment business, being investing in a portfolio of
private equity funds or companies.
m. Reserves
Under the Company’s articles of association, the Directors may,
having obtained the relevant authority of Shareholders pursuant
to the implementation of the B share scheme, capitalise any sum
standing to the credit of any reserve of the Company for the
purposes of paying up, allotting and issuing B Shares to
Shareholders. Please note that the Company currently does not
have sufficient distributable reserves to issue B Shares under the
B share scheme.
(i) Capital Redemption Reserve the nominal value of
Ordinary Shares if bought back and cancelled and the
nominal value of B Shares redeemed and subsequently
cancelled are added to this reserve. This reserve is non-
distributable.
(ii) Capital Reserve realised gains and losses on the
disposal of investments are taken to the Capital Reserve
realised together with the proportion of management fees,
finance costs and taxation allocated to capital. This reserve
is distributable.
(iii) Capital Reserve unr ealised unrealised gains and losses
on investments are taken to the Capital Reserve
unrealised. This reserve is non-distributable.
(iv) Special Distributable Reserve the special distributable
reserve is available for the Company to return capital to
shareholders and for buy-back of Ordinary Shares or
redemption of B Shares.
(v) Revenue Reserve the net profit/loss arising in the revenue
column of the Statement of Comprehensive Income is
added to this reserve. Dividends paid during the year are
deducted from this reserve.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
46
3. Accounting standards
In the current financial year the Company has applied a number
of new IFRS amendments to standards and interpretations that
are mandatorily effective for the accounting period that began on
or at 1 January 2022. Their adoption has not had a material
impact on the disclosure or on the amounts reported in the
Financial Statements.
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2022
reporting periods and have not been early adopted by the
Company. These standards are not expected to have a material
impact on the Company in the current or future reporting periods
and on foreseeable future transactions.
4. Significant accounting judgements, estimates and
assumptions
The preparation of financial statements requires the use of
estimates, assumptions and judgements. These estimates,
assumptions and judgements affect the reported amounts of
assets and liabilities, at the reporting date. While estimates are
based on best judgement using information and financial data
available, the actual outcome may differ from these estimates.
The key sources of estimation and uncertainty relate to the fair
valuation of the unlisted investments.
Judgements
It is the Company’s judgement that it meets the definition of an
investment entity within IFRS 10. The criteria which define an
investment entity are as follows:
(i) an entity that obtains funds from one or more investors for
the purpose of providing those investors with investment
services;
(ii) an entity that commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income or both;
(iii) an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Board has agreed with the recommendations of the Audit
Committee that the Company meets the definition of an
investment entity as it satisfies each of the criteria above and
that this accounting treatment better reflects the Company’s
activities as an investment trust. Specifically, as an investment
trust, the Company’s principal activity is portfolio investment and
the investment objective of the Company (stated in the Strategic
Report on page 18) is to conduct an orderly realisation of its
assets, to be effected in a manner that seeks to achieve a
balance between maximising the value of the Company’s
investments and progressively returning cash to Shareholders.
The key judgements in the fair valuation process are:-
(i) the Managers’ determination of the appropriate application
of the International Private Equity and Venture Capital
Valuation (“IPEV”) Guidelines to each unlisted investment;
and
(ii) the Directors’ consideration of whether each fair value is
appropriate following detailed review and challenge.
The judgement applied in the selection of the methodology used
for determining the fair value of each unlisted investment can
have a significant impact upon the valuation.
Estimates
The key estimate in the financial statements is the determination
of the fair value of the unlisted investments by the Managers for
consideration by the Directors. This estimate is key as it
significantly impacts the valuation of the unlisted investments at
the balance sheet date. The fair valuation process involves
estimates using inputs that are unobservable (for which market
data is unavailable). Fair value estimates are cross-checked to
alternative estimation methods where possible to improve the
robustness of the estimate. As the valuation outcomes may differ
from the fair value estimates a price sensitivity analysis is
provided in Market Risk Sensitivity in note 20 on pages 54 to 56
to illustrate the effect on the financial statements of an over or
under estimation of fair values. The risk of an over or under
estimation of fair values is greater when methodologies are
applied using more subjective inputs.
Assumptions
The determination of fair value by the Manager involves key
assumptions dependent upon the valuation methodology used.
As explained below, the primary methodologies applied are i)
Earnings Multiple, ii) Revenue Multiple, iii) Net Assets and iv)
Price of Recent Investment. The multiples approach involves
more subjective inputs than the other approaches and therefore
presents a greater risk of over or under estimation.
The key assumptions for the Earnings and Revenue Multiple
approach are that the selection of comparable companies
(chosen on the basis of their business characteristics) and using
either historic or forecast revenues provide a reasonable basis for
identifying the enterprise value of an investment in determining
its fair value. Other assumptions include the appropriateness of
the discount applied to the earnings and revenue multiple in
recognition of the reduced liquidity of the investment.
The key assumption for the Price of Recent Investment method
is that the prices used remain a reasonable proxy for fair value
typically for a period of up to six months from the date of the
relevant transaction. As the time from the reference transaction
increases, the valuation is cross-checked to an Earnings Multiple
based method to ensure reasonableness.
The key assumption for a Net Asset method is that for certain
businesses the value of its net assets is a more appropriate
method to determine its fair value. A discount will be applied to
the net assets depending upon the nature of the underlying
assets. The discount applied to assets has been cross-checked
to independent valuers or external transactions.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
47
4. Significant accounting judgements, estimates and
assumptions continued
Investments
Unlisted Investments
Unlisted investments are valued at fair value by the Directors
following a detailed review and appropriate challenge of the
valuations proposed by the Managers. The Managers’ unlisted
investment policy applies methodologies consistent with the
IPEV guidelines. The principal methodologies applied are market-
based approaches and are follows:-
Earnings Multiple;
Revenue Multiple;
Price of Recent Investment; and
Net Assets.
The nature of the unlisted portfolio currently will influence the
valuation methodology applied.
the Price of a Recent Investment will be applied only for a
limited period (typically up to six months) after the date of
acquisition. Generally, after this limited period investments
will be valued on the Earnings Multiple basis;
when valuing on an Earnings Multiple basis, the
maintainable earnings of a company (EBITDA) are multiplied
by an appropriate multiple. An appropriate multiple is sense
checked against a basket of recent market transactions.
The multiple may be discounted when compared to recent
market transactions to reflect the relative size, growth and
market segment of the comparable companies;
when valuing on a Revenue Multiple basis, the maintainable
revenue of a company is multiplied by an appropriate
multiple. An appropriate multiple is sense checked against a
basket of recent market transactions. The multiple may be
discounted when compared to recent market transactions
to reflect the relative size, growth and market segment of
the comparable companies;
an investment may be valued by reference to the value of its
net assets. This is appropriate for businesses whose value
derives mainly from the underlying value of its assets rather
than earnings. In certain circumstances a discount will be
applied to those assets depending on their nature;
when investments have obtained an exit (either by listing or
trade sale) after the valuation date but before finalisation of
the relevant accounts (interim or final), the valuation is
based on the exit valuation. This applies where the exit was
in process at the valuation date;
accrued interest on loans to portfolio companies is included
in valuations where there is an expectation that the interest
will be received;
the fair value of the Company’s investment in Dunedin Fund
of Funds LP is deemed to be the net assets of the LP as it
is the Directors’ opinion that the net assets is derived from
the fair value of the underlying investments as at the
measurement date; and
investments are valued net of carried interest which has
arisen in the underlying funds. Carried interest is recognised
at the point in time that the underlying fund achieves its
hurdle rate of return.
Gains and losses arising from changes in fair value of
investments are recognised as part of the capital return within
the Income Statement and are then transferred to the unrealised
capital reserve. Gains or losses on investments realised in the
year that have been recognised in the Income Statement are
transferred to the realised capital reserve. In addition, any prior
unrealised gains or losses on such investments are transferred
from the unrealised capital reserve to the realised capital reserve
on disposal of the investment. Gains and losses arising from
changes in fair value are considered to be realised only to the
extent that they are readily convertible to cash in full on the
balance sheet date.
5. Investment income
2022 2021
£’000 £’000
Limited partnership income UK 4,722 4,788
‘AAA rated money market funds 166 1
4,888 4,789
Deposit interest* 63 11
Total income 4,951 4,800
* income arising from financial assets that are not investments designated as fair value through profit or loss.
6. Investment management fee
2022 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 35 105 140 29 88 117
Dunedin provides investment management and general administration services to the Company. The terms of the management fee
arrangements are detailed on page 58.
7. Other expenses
Profit on ordinary activities before taxation is shown after charging the following amounts:
2022 2021
£’000 £’000
Auditor’s remuneration 38 35
Director fees 86 86
Legal fees 11 16
Printing and postage 32 31
Broker fees 10 10
Registrar fees 17 15
Regulatory fees 45 51
Depositary fees 22 21
Other 80 78
Irrecoverable VAT 39 41
380 384
In addition £13,118 of other expenses were charged to capital.
The Company does not directly employ any staff. The expense disclosed above relating to auditor’s remuneration is the total for the
Company. A breakdown of auditor’s remuneration between audit and non-audit services provided to the Company and subsidiaries is
included below.
2022 2021
£’000 £’000
Fees payable to the auditor:
Fees payable to the Company’s auditor for the audit of the Company’s financial statements 38 35
Fees payable for other services:
The audit of the Company’s subsidiaries pursuant to legislation 4 3
Total audit fees 42 38
Non-audit services
Audit related assurance services
Total non-audit fees
Total fees payable to the auditor by the Company and its subsidiaries 42 38
8. Finance costs
2022 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
On bank loans and overdraft:
Repayable in less than 5 years –––10 32 42
–––10 32 42
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
48
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
49
9. Taxation on profit on ordinary activities
2022 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
(a) Analysis of charge/(credit) for the year:
UK corporation tax at 19% (2021: 19%) 37 (37) 70 (70)
Prior year adjustment –––(342) (342)
37 (37) (272) (70) (342)
The UK corporation tax rate was 19% from 1 April 2017 giving an effective tax rate of 19% (2021 effective tax rate of 19%).
Changes to the UK corporation tax rates were substantially enacted as part of the Finance Bill 2015 (on 26 October 2015) and Finance
Bill 2016 (on 7 September 2016). These include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 17%
from 1 April 2020.
In the Spring Budget 2020, it was announced that the corporation tax rate would remain at 19% from 1 April 2020 rather than reducing
to 17%. This was substantially enacted on 17 March 2020.
Further changes to the UK corporation tax rates were substantially enacted as part of Finance Bill 2021 (on 24 May 2021). These
include increases to the rate to 25% from 1 April 2023.
The tax assessed for the year is lower than the rate of corporation tax. The differences are explained below.
(b) Factors affecting the tax charge for the year:
2022 2021
£’000 £’000
Total return on ordinary activities before tax 8,932 27,642
UK Corporation Tax at 19% (2021: 19%) 1,697 5,252
Effects of:
Capital (gain) not subject to corporation tax (858) (4,448)
Expenses not deductible 2 4
Non-taxable partnership income and expenses (825) (626)
Excess management expenses carried forward (16) (182)
Prior year tax charge/(credit) (342)
(342)
At 31 December 2022, the Company had net surplus management expenses of £4,764,937 (2021: £5,555,999) in respect of which a
deferred tax asset has not been recognised. This is because the Company is not expected to generate taxable income in a future
period in excess of deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce
future liabilities through the use of existing surplus expenses.
10. Dividends
Amounts recognised as distributions to equity holders in the year:
2022 2021
£’000 £’000
Interim dividend for the year ended 31 December 2022 34.0p paid 24 November 2022 4,466
Final dividend for the year ended 31 December 2021 1.9p paid 13 May 2022 250
Second Interim dividend for the year ended 31 December 2021 12.6p paid 25 March 2022 1,655
Interim dividend for the year ended 31 December 2021 16.0p paid 18 November 2021 2,896
Final dividend for the year ended 31 December 2020 2.0p paid 19 May 2021 362
6,371 3,258
10. Dividends (continued)
The total dividend paid and proposed in respect of the financial year, which is the basis upon which the requirements of Section 1158 of
the Corporation Tax Act 2010 are considered, is noted below.
2022 2021
£’000 £’000
Final dividend for the year ended 31 December 2022 25.0p to be paid on 19 May 2023 1,376
Interim dividend for the year ended 31 December 2022 34.0p paid on 24 November 2022 4,466
Final dividend for the year ended 31 December 2021 1.9p paid on 13 May 2022 250
Second interim dividend for the year ended 31 December 2021 12.6p paid on 25 March 2022 1,655
Interim dividend for the year ended 31 December 2021 16.0p paid 18 November 2021 2,896
5,842 4,801
11. Return per ordinary share
The returns per ordinary share are based on the following figures:
2022 2021
£’000 £’000
Revenue return 4,499 4,649
Capital return 4,433 23,335
8,932 27,984
Weighted average number of shares in issue 12,342,190 17,501,856
12. Investments
All investments are designated fair value through profit or loss at initial recognition, therefore all gains and losses arise on investments
designated at fair value through profit or loss. Given the nature of the Company’s investments the fair value gains recognised in these
financial statements are not considered to be readily convertible to cash in full at the balance sheet date and therefore the movement
in these fair values are treated as unrealised.
The table below details Dunedin Enterprise’s investment holdings by fund entity in which it is a limited partner.
2022 2021
£’000 £’000
Dunedin Buyout Fund II LP 9,529 30,836
Dunedin Buyout Fund III LP 4,566 12,741
Dunedin Fund of Funds LP 2,773 5,199
16,868 48,776
‘AAA rated money market funds and cash deposits 11,619 11,812
28,487 60,588
On a look through basis Dunedin Enterprise’s investments are detailed below.
2022 2021
£’000 £’000
Unlisted UK investments 14,095 43,577
Unlisted European investments 2,773 5,199
‘AAA rated money market funds and cash deposits 11,619 11,812
28,487 60,588
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
50
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
51
12. Investments (continued)
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:
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices
for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all
significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using inputs that are not based on observable market data (unobservable inputs). This category
includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable
inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted
prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences
between the instruments.
There have been no changes made to the valuation techniques used during the year.
The table below analyses financial instruments, measured at fair value at the end of the reporting period, by the level in the fair value
hierarchy into which the fair value measurement is categorised:
2022 2021
£’000 £’000
Level 1
‘AAA rated money market funds and cash deposits 11,619 11,812
Level 2
Level 3
Unlisted investments 16,868 48,776
28,487 60,588
Significant unobservable inputs for Level 3 valuations
The Company’s unlisted investments are all classified as Level 3 investments. The fair values of the unlisted investments have been
determined principally by reference to earnings multiples, revenue multiples and net asset values, with adjustments made as
appropriate to reflect matters such as the sizes of the holdings and liquidity. The weighted average earnings multiple for the portfolio
as at 31 December 2022 was 8.3 times EBITDA (2021: 9.7 times). The weighted average revenue multiple for the portfolio as at 31
December 2022 was 4.5 times revenue (2021: 11.4 times).
The significant unobservable input used in the fair value measurement categorised within Level 3 of the fair value hierarchy together
with a quantitative sensitivity analysis are shown below:
Effect on fair value
Sensitivity 2022 2021
used* £’000 £’000
Earnings multiple 1x 1,941 4,225
Revenue multiple 1x 423
Net assets 10% 2,311 2,347
* the sensitivity analysis refers to an amount added or deducted from the input and the effect this has on the Company’s unlisted
investments
The fair value of the Company’s unlisted investments is sensitive to changes in the assumed earnings/revenue multiple and net asset
value. An increase in the earnings/revenue multiple used would lead to an increase in the fair value of the investment portfolio and a
decrease in the earnings/revenue multiple would lead to a decrease in the fair value. An increase in the net asset value used would
lead to an increase in the fair value of the investment portfolio and a decrease in the net asset value would lead to a decrease in the
fair value.
12. Investments (continued)
The following shows a reconciliation from the beginning to the end of the year for fair value measurements in Level 1 and Level 3 of
the fair value hierarchy.
Level 3 Level 3 Level 1
‘AAA rated
money
UK European market
Unlisted Unlisted funds Total
£’000 £’000 £’000 £’000
Cost at 31 December 2021 52,887 4,267 11,812 68,966
Unrealised (depreciation)/appreciation (9,310) 932 (8,378)
Valuation at 31 December 2021 43,577 5,199 11,812 60,588
Purchases 430 75 28,422 28,927
Sales (34,027) (2,900) (28,615) (65,542)
Realised gain on sales 12,079 2,277 14,356
Increase in unrealised (depreciation)/appreciation (7,964) (1,878) –(9,842)
Valuation at 31 December 2022 14,095 2,773 11,619 28,487
Cost at 31 December 2022 31,369 3,719 11,619 46,707
Unrealised (depreciation)/appreciation (17,274) (946) –(18,220)
There have not been any movements between the levels of the fair value hierarchy during the year.
The Company recognised proceeds of £65.5m (2021: £46.6m) from investments sold in the year. This includes £4.0m which has not
yet been received from the RED earn-out. The book cost of these investments when they were purchased was £51.2m (2021: £31.2m).
These investments have been revalued over time and until they are sold any unrealised gains/losses were included in the fair value of
the investments.
Level 3 Level 3 Level 1
‘AAA rated
money
UK European market
Unlisted Unlisted funds Total
£’000 £’000 £’000 £’000
Cost at 31 December 2020 74,455 4,188 13,699 92,342
Unrealised (depreciation)/appreciation (16,499) 142 (16,357)
Valuation at 31 December 2020 57,956 4,330 13,699 75,985
Purchases 1,550 79 6,213 7,842
Sales (38,547) (8,100) (46,647)
Realised gain on sales 15,429 ––15,429
Increase in unrealised (depreciation)/appreciation 7,189 790 7,979
Valuation at 31 December 2021 43,577 5,199 11,812 60,588
Cost at 31 December 2021 52,887 4,267 11,812 68,966
Unrealised (depreciation)/appreciation (9,310) 932 (8,378)
2022 2021
£’000 £’000
Realised gains on sales 14,356 15,429
Unrealised (appreciation) recognised in prior years (9,090) (4,190)
5,266 11,239
(Decrease)/increase in unrealised appreciation (752) 12,169
Gains on investments 4,514 23,408
Included within unlisted investments are investments valued at £13.5m (2021: £30.7m) where the Company’s interest is between 20%
and 50% of the equity. These investments have been accounted for at fair value through profit or loss as set out in Note 2(c).
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
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Dunedin Enterprise Investment Trust PLC
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Notes to the Accounts
53
12. Investments (continued)
Significant interests
(a) At 31 December 2022, the Company held between 20% and 50% of the allotted share capital of the following companies:
% of
equity held Share
Country of directly Latest capital &
incorporation or % of and through available reserves EBITDA
Name registration equity held funds accounts £’000 £’000
Dunedin Buyout Fund II LP Scotland 29.7 29.7 31.12.22 n/a n/a
Premier Hytemp Topco Limited Scotland 23.0 30.09.21 (21,471) 646
(b) Other interests of 10% or more of any class of allotted share capital:
Country of % of equity held
incorporation % of equity directly and
Name or registration held directly through funds
Dunedin Buyout Fund III LP Scotland 19.6 19.6
EV Holdings Limited England 10.6
Weldex (International) Offshore Holdings Limited Scotland 15.1
Equity percentages shown are fully diluted, based on the latest audited accounts available, to take account of options and warrants
which have been issued, and conversion rights.
13. Other receivables
2022 2021
£’000 £’000
Prepayments 31 54
Other debtors 5,344 243
5,375 297
Other debtors consist of the Company’s share of current assets of the Dunedin managed limited partnership funds in which it has an
interest and £4.0m relating to the RED earn-out.
14. Other liabilities
2022 2021
£’000 £’000
Accruals 122 88
122 88
15. Called-up share capital
Nominal 31 December Nominal 31 December
No. 2022 No. 2021
‘000 £’000 ‘000 £’000
Allotted, called-up and fully paid Ordinary shares:
At 1 January 2022 13,137 3,284 18,100 4,525
Repurchased during the year (7,633) (1,908) (4,963) (1,241)
At 31 December 2022 5,504 1,376 13,137 3,284
The capital of the Company is managed in accordance with its investment policy and objectives which are detailed in the Strategic
Report on page 18.
The Company repurchased and cancelled 7,632,536 ordinary shares in the year to 31 December 2022 at a cost of £41,407,212. The
costs associated with undertaking the tender offer amounted to £407,212. The nominal value of these shares was £1,908,134 and
represented 58.1% of the issued share capital.
At 24 March 2023 no ordinary shares have been repurchased since 31 December 2022. The Directors exercise the power to make
repurchases only where they believe a repurchase is in the interests of the members as a whole and will result in an increase in the net
asset value per ordinary share. The Company does not hold any shares in treasury.
16. Net asset value per share
The net asset value per share is calculated on shareholders’ funds of £34,517,770 (2021: £73,412,693) and on 5,504,274 ordinary
shares in issue at the year end (2021: 13,136,810).
17. Capital commitments
There were outstanding capital commitments of £9.6m (2021: £9.8m) in respect of investments at the end of the year.
Outstanding capital commitments are as noted below:-
2022 2021
£’000 £’000
Dunedin Buyout Fund II LP 1,358 1,510
Dunedin Buyout Fund III LP 7,461 7,540
Realza Capital FCR 745 706
9,564 9,756
19. Contingencies
There were no contingent liabilities at the year end (2021: £nil).
20. Financial instruments and associated risks
The Company’s financial instruments comprise ordinary shares, fixed and floating interest rate investments, cash balances and liquid
resources. The Company holds financial assets in accordance with its investment policy to invest in unquoted companies both directly
and through specialist vehicles. Investments are valued at fair value. For quoted stocks this is at bid price unless this is not considered
to be an accurate representation of fair value. In respect of unquoted investments, these are fair valued by the Directors using rules
consistent with International Private Equity and Venture Capital Valuation Guidelines. The fair value of all other financial assets and
liabilities is represented by their carrying value in the Balance Sheet.
The Company’s investing activities expose it to types of risk that are associated with the financial instruments and the market in which
it invests. The most important types of financial risk to which the Company is exposed are market risk, interest rate risk, credit risk,
liquidity risk and currency risk. The nature and extent of the financial instruments outstanding at the balance sheet date and the risk
management policies employed by the Company are discussed below.
Market risk the risk that the value of a financial instrument will change as a result of changes to market prices is one that is
fundamental to the Company’s objective. The portfolio is continually monitored to ensure an appropriate balance of risk and reward in
order to achieve the Company’s objective. Some of the risk can be mitigated by diversifying the portfolio across business sectors,
asset classes and regions. Details of the Company’s investment portfolio at the balance sheet date are disclosed in the schedule of
investments on pages 9 to 16. The Company’s overall market positions are monitored by the Manager on an ongoing basis and by the
Board quarterly.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
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Dunedin Enterprise Investment Trust PLC
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Notes to the Accounts
55
20. Financial instruments and associated risks (continued)
Market risk sensitivity
49% (2021: 66%) of the Company’s net assets are invested in unquoted companies. The fair value of the unlisted companies is
influenced by estimates, assumptions and judgements made in the fair valuation process (see note 4 on pages 46 to 47). A sensitivity
analysis is provided below which recognises that the valuation methodologies employed involve different levels of subjectivity in
their inputs.
As at 31 December 2022
Fair value of Variable Input
investments Sensitivity Impact % of
£’000 (%) £’000 Net Assets
Earnings multiple 6,053 ±10 ±1,321 ±3.8
Revenue multiple ±10 ––
Net assets 9,530 ±20 ±4,560 ±13.2
As at 31 December 2021
Fair value of Variable Input
investments Sensitivity Impact % of
£’000 (%) £’000 Net Assets
Earnings multiple 32,061 ±10 ±4,064 ±5.5
Revenue multiple 5,863 ±10 ±482 ±0.7
Net assets 8,431 ±20 ±4,581 ±6.2
Interest rate risk some of the Company’s financial assets are interest bearing, at both fixed and variable rates. As a result, the
Company is subject to exposure to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates. The
table below analyses the Company’s financial assets and details the weighted average interest rate and life of fixed rate lending.
Financial Assets of the Company
31 December 2022
Fixed Floating Nil
rate rate rate Total
Currency £’000 £’000 £’000 £’000
Sterling 14,095 11,619 25,714
Euro 1,331 1,442 2,773
Total 15,426 11,619 1,442 28,487
31 December 2021
Fixed Floating Nil
rate rate rate Total
Currency £’000 £’000 £’000 £’000
Sterling 29,469 24,427 14,108 68,004
Euro 2,496 2,703 5,199
Total 31,965 24,427 16,811 73,203
The fixed rate assets comprise fixed rate lendings to investee companies. Fixed rate lendings have a weighted average interest rate of
9% per annum (2020: 9%) and a weighted average life to maturity of 1.7 years (2021: 2.2 years). The floating rate assets consist of
cash and “AAA” rated cash OEIC’s. The nil interest rate bearing assets represent the equity content of the investment portfolio.
Interest rate risk is managed on an ongoing basis by the Manager and on a quarterly basis by the Board.
Due to the relatively short period to maturity of the floating rate investments held within the portfolio, it is considered that an increase
or decrease of 25 basis points in interest rates as at the reporting date would not have had a significant effect on the Group’s net
assets or total return for the period.
20. Financial instruments and associated risks (continued)
Credit risk credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation. The portfolio consists of the following financial instruments:
2022 2021
£’000 £’000
Unquoted debt 15,426 31,955
AAA rated cash OEICs 11,619 11,812
Cash deposits 778 12,616
Total 27,823 56,383
Investment in the debt of unquoted companies either directly, via Dunedin managed funds or via third-party managed funds (both
limited partnership funds and quoted stocks) is by its nature subject to potential credit losses. The Company’s exposure to any one
entity is carefully monitored. The unquoted investment portfolio is further diversified by asset class, sector and region. Liquid assets
(cash deposits and AAA rated cash OEIC’s) are divided between a number of different financial institutions, each of whose credit rating
is assessed. Credit risk is monitored by the Manager on an ongoing basis and on a quarterly basis by the Board.
Liquidity risk the Company has significant investments in unquoted companies which are inherently illiquid. As a result, the Company
may not be able to quickly liquidate some of its investments in these companies at an amount close to its fair value in order to meet its
liquidity requirements. The Company manages its liquid investments to ensure sufficient cash is available to meet contractual
commitments and also seeks to have cash or readily convertible investments available to meet other short-term financial needs.
Liquidity risk is monitored by the Manager on an ongoing basis and on a quarterly basis by the Board.
Currency risk the Company is exposed to currency risk as a result of investing in companies and funds denominated in euros. The
sterling value of these investments can be influenced by movement’s in foreign currency exchange rates. Currency risk is monitored
by the Manager on an ongoing basis and on a quarterly basis by the Board.
Currency Rate Sensitivity
At 31 December 2022, if Sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net
assets would have decreased by the amounts shown below. A 5% weakening of sterling against all currencies, with all other variables
held constant, would have had an equal but opposite effect on the Financial Statement amounts. The analysis is performed on the
same basis for 2021.
2022 2021
£’000 £’000
Euro 145 274
Total 145 274
21. Investments in unconsolidated entities
Details of the undertakings which were unconsolidated subsidiaries held at 31 December 2022 and 31 December 2021 are listed
below:
Name: Dunedin Fund of Funds LP
Direct or indirect holding: Direct
Country of incorporation: Scotland
Principal activity: Private equity fund of funds
Proportion of share: 100%
Dunedin Fund
of Funds LP
£’000
Valuation at 31 December 2021 5,199
Net capital movements (2,825)
Valuation movements 399
Valuation at 31 December 2022 2,773
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
56
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
57
22. Related party transactions
The Company has investments in Dunedin Buyout Fund II LP, Dunedin Buyout Fund III LP and Dunedin Fund of Funds LP. Each of
these limited partnerships are managed by Dunedin. The Company has paid a management fee of £0.4m (2021: £0.6m) in respect of
these limited partnerships. The total investment management fee payable by the Company to the Manager is therefore £0.6m (2021:
£0.7m).
Since the Company began investing in Dunedin Buyout Funds (“the Funds”) executives of the Manager have been entitled to
participate in a carried interest scheme via the Funds. Performance conditions are applied whereby any gains achieved through the
carried interest scheme associated with the Funds are conditional upon a certain minimum return having been generated for the
limited partner investors. Additionally, within Dunedin Buyout Fund II LP and Dunedin Buyout Fund III LP the economic interest of the
Manager is aligned with that of the limited partner investors by co-investing in this fund.
As at 31 December 2022 there is a provision made within Investments for carried interest of £1.4m (2021: £4.3m) relating to Dunedin
Buyout Fund III LP. Current executives of the Manager are entitled to 42% of the carried interest in Dunedin Buyout Fund III LP.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notes to the Accounts
58
Management Fees (unaudited)
The terms of the management fees are:-
Vehicle Fee
Fund of Funds Limited Partnership 1.5 per cent on the value of investments plus 0.5 per cent on undrawn commitments
to third—party funds
Direct investments in individual companies 1.5 per cent on the value of investments
Dunedin Managed Funds Same fees as paid by third—party investors in such Funds
Third-party managed funds 1.5 per cent on value of investments
Listed private equity funds 1.5 per cent on the value of investments
Cash 0.5 per cent on cash balances not committed to funds through the Dunedin Fund of
Funds LP
The notice period on the alternative investment fund management agreement is 12 months. No compensation payment is payable by the
Company to the Manager on termination except where: (i) the Company notifies the Manager of an intended breach of, or change to, any
value of the agreed thresholds and profiles and in the opinion of the Manager, the intended breach or proposed change in value is such
that it would cause the Manager to be in breach of, or otherwise become unable to comply with, its obligations under the AIFMD Rules; or
(ii) the Manager notifies the Company of any proposed change to any value of the agreed thresholds and profiles expressly required by the
FCA and the Company does not agree to the proposed change, in which case the Manager is entitled to receive an amount equal to the
remuneration it would have received had the full 12 months’ termination notice been given.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notice of Annual General Meeting
59
Notice is hereby given that the forty-seventh Annual General
Meeting of the shareholders of Dunedin Enterprise Investment
Trust PLC will be held at 12 noon on 10 May 2023 at the offices
of Dickson Minto WS, 16 Charlotte Square, Edinburgh, EH2 4DF
for the following purposes:
To consider and, if thought fit, pass the following resolutions.
Resolutions 1 to 9 will be proposed as ordinary resolutions and
resolutions 10 to 11 will be proposed as special resolutions.
Ordinary Business
1. To receive and adopt the report of the Directors and
auditor’s and the audited accounts for the year ended
31 December 2022.
2. To approve the Directors’ remuneration policy.
3. To approve the Directors’ remuneration report for the year
ended 31 December 2022.
4. To declare a final dividend of 25.0p per share for the year
ended 31 December 2022 to be paid on 19 May 2023.
5. To re-elect Angela Lane as a Director.
6. To re-elect Duncan Budge as a Director.
7. To re-elect Brian Finlayson as a Director.
8. To re-appoint Johnston Carmichael LLP as auditor of the
Company to hold office until the conclusion of the next
general meeting at which accounts are laid before the
Company.
9. To authorise the Directors to fix the remuneration of the
auditors.
Special Business
10. That, in substitution for any existing authority, the Company
be and is hereby generally and unconditionally authorised
pursuant to and in accordance with section 701 of the
Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of section 693(4) of the Act) of fully paid
ordinary shares of 25 pence each in the capital of the
Company provided that:
(i) the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 825,090;
(ii) the minimum price which may be paid for an ordinary
share shall be 25 pence (excluding expenses);
(iii) the maximum price (exclusive of expenses) which shall
be paid for an ordinary share shall be not more than
the higher of: (i) an amount equal to 105 per cent of
the average of the middle market quotations for an
ordinary share taken from and calculated by reference
to the London Stock Exchange Daily Official List for
the five business days immediately preceding the day
on which the shares are purchased; (ii) the price of the
last independent trade on the trading venue where the
purchase is carried out; and (iii) the highest current
independent purchase bid on that venue.
(iv) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company after the passing of this resolution (or, if
earlier, the date which is 15 months after the passing
of this resolution) unless the authority is varied,
revoked or renewed prior to such time; and
(v) the Company may make a contract to purchase shares
under the authority hereby conferred prior to the expiry
of such authority and may make a purchase of shares
pursuant to any such contract notwithstanding such
expiry.
11. That a general meeting other than an annual general
meeting may be called at not less than 14 clear days’
notice.
By Order of the Board
Dunedin LLP
Secretary
31 March 2023
Registered Office:
Easter Dalry House, 3 Distillery Lane, Edinburgh, EH11 2BD
Notice of Annual General Meeting (“AGM”)
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notice of Annual General Meeting
60
Notes
1. THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION. If you are in any doubt as
to the action to be taken, you should seek personal financial
advice from your independent financial adviser authorised
under the Financial Services and Markets Act 2000 if you
are resident in the United Kingdom or, if not, from another
appropriate independent financial adviser.
2. If you have sold or otherwise transferred all your shares in
Dunedin Enterprise Investment Trust PLC, please forward
this document, together with the Form of Proxy enclosed, at
once to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. If
you have sold or otherwise transferred only part of your
holding of shares, you should retain these documents.
3. 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. You can only appoint a proxy using
the procedures set out in these notes and the notes to the
Form of Proxy. A shareholder may appoint more than one
proxy in relation to the Annual General Meeting 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.
Appointment of a proxy does not preclude a member from
attending the meeting and voting in person.
4. To appoint a proxy using the enclosed Form of Proxy, it
must be lodged by 12 noon on 5 May 2023 with the
Company’s registrars, Equiniti, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA. The notes to the
Form of Proxy explain how to direct your proxy how to vote
on each resolution or withhold their vote.
5. Pursuant to regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that to be
entitled to attend and vote at the meeting (and for the
purpose of determining the number of votes they may cast),
members must be entered on the register of members at
6.30 pm on 5 May 2023. If the meeting is adjourned then, to
be so entitled, members must be entered on the register of
members 48 hours before the time fixed for the adjourned
meeting, or, if the Company gives notice of the adjourned
meeting, at any other time specified in that notice. In the
case of joint holders, the vote of the senior holder who
tenders a vote shall be accepted to the exclusion of the
votes of the other joint holder(s). Seniority is determined by
the order in which the names of the joint holders appear in
the Company’s register of members in respect of the joint
holding (the first named being the most senior).
6. Any 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 Annual General Meeting. If a Nominated Person has
no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a
right to give instructions to the shareholder as to the
exercise of voting rights.
7. The statement of the rights of shareholders in relation to the
appointment of proxies in paragraphs 3 and 4 above does
not apply to Nominated Persons. The rights described in
these paragraphs can only be exercised by shareholders of
the Company.
8. As at 31 March 2023 (being the last practicable day prior to
the publication of this Notice) the Company’s issued share
capital consisted of 5,504,274 ordinary shares of 25 pence
each, carrying one vote each. Therefore, the total voting
rights in the Company as at 31 March 2023 are 5,504,274.
9. Any member attending the AGM has the right to ask
questions. Pursuant to section 319A of the Companies Act
2006, the Company must provide an answer to any
question which is put by a member relating to the business
being considered, except if a response would not be in the
interests of the Company or for the good order of the
meeting, the response has already been given on a website
in the form of an answer to a question or if to do so would
involve the disclosure of confidential information or interfere
unduly with the preparation for the meeting.
10. In accordance with section 311A of the Companies Act
2006, the contents of this notice of meeting, details of the
total number of shares and shares of each class in respect
of which members are entitled to exercise voting rights at
the AGM, 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.dunedinenterprise.com.
11. Shareholders may require the Company to place on its
website a statement, made available also to the Company’s
auditor, setting out any matter relating to the audit of the
Company’s accounts, including the Auditor’s Report and
the conduct of the audit, which shareholders intend to raise
at the Annual General Meeting. The Company becomes
required to place such a statement on the website once a)
members with at least 5% of the total voting rights of the
Company or b) at least 100 members who are entitled to
vote and on whose shares an average sum per member of
at least £100 has been paid, have submitted such a request
to the Company. A request (i) must identify the statement to
which it relates; (ii) must be authenticated by the person
making it; (iii) must be received by the Company at least
one week before the AGM. Members seeking to do this
should write to the Company at its registered office
providing their full name and address.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notice of Annual General Meeting
61
12. A member of the Company which is a corporation may
authorise a person or persons to act as its representative(s)
at the AGM. In accordance with the provisions of the
Companies Act 2006 (as amended by the Companies
(Shareholders’ Rights) Regulations 2009), each such
representative may exercise (on behalf of the corporation)
the same powers as the corporation could exercise if it
were an individual member of the Company, provided that
they do not do so in relation to the same shares.
13. 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.
14. 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 &
International Limited’s specifications, and must contain the
information required for such instruction, as described in
the CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or is an amendment
to the instruction given to a previously appointed proxy
must, in order to be valid, be transmitted so as to be
received by the issuer’s agent (ID RA19) by 12 noon on
5 May 2023 (excluding any parts of the day that is not a
business day), or in the event of an adjournment of the
meeting, 48 hours before the adjourned meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by
the CREST Application Host) from which the 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.
15. CREST members and, where applicable, their CREST
sponsors, or voting service providers should note that
Euroclear UK and International 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/her 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 CREST manual can be viewed at
www.euroclear.com.
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.
16. 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 12 noon on 5 May 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.
17. 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.
18. Shareholders who prefer to register the appointment of their
proxy electronically via the internet can do so through
Equiniti’s website at www.sharevote.co.uk where full
instructions on the procedure are given. The Voting ID, Task
ID and Shareholder Reference Number printed on the Form
of Proxy will be required in order to use this electronic proxy
appointment system. Alternatively, shareholders who have
already registered with Equiniti’s online portfolio service,
Shareview, can appoint their proxy electronically by logging
on to their portfolio at www.shareview.co.uk and then log
onto your portfolio using your usual ID and password. Once
logged in simply click “View” on the “My Investments”
page, click on the link to vote then follow the on-screen
instructions. The on-screen instructions give details on how
to complete the appointment process. A proxy appointment
made electronically will not be valid if sent to any address
other than those provided or if received after 12 noon on
5 May 2023 (excluding any parts of the day that is not a
business day).
19. Under Section 338 of the Companies Act 2006, a member
or members meeting the qualification criteria set out at
note 11, may, subject to conditions, require the Company to
give to members notice of a resolution which may properly
be moved and is intended to be moved at that meeting. The
conditions are that: (i) the resolution must not, if passed, be
ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise); (ii)
the resolution must not be defamatory of any person,
frivolous or vexatious; (iii) the request must identify the
resolution to which notice is to be given; (iv) the resolution
must be received by the Company not later than 6 weeks
before the Annual General Meeting; (v) the resolution must
be authenticated by the person making it; and (vi) members
seeking to do this should write to the Company at its
registered office providing their full name and address.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notice of Annual General Meeting
62
20. Under Section 338A of the Companies Act 2006, a member
or members meeting the qualification criteria set out at
note 11, may, subject to conditions, require the Company to
include in the business to be dealt with at the Meeting a
matter (other than a proposed resolution) which may
properly be included in the business (a matter of business).
The conditions are that: (i) the matter of business must not
be defamatory of any person, frivolous or vexatious; (ii) the
request must identify the matter of business by either
setting it out in full or, if supporting a statement sent by
another member, clearly identify the matter of business
which is being supported; (iii) must be accompanied by a
statement setting out the grounds for the request; (iv) must
be authenticated by the person or persons making it (see
note 12); and (v) must be received by the Company not later
than 6 weeks before the Annual General Meeting.
21. Copies of the letters of appointment for directors will be
available for inspection at the offices of Dickson Minto WS,
16 Charlotte Square, Edinburgh, EH2 4DF and at the
Company’s registered office from the date of this notice
until the conclusion of the Annual General Meeting and at
the Annual General Meeting itself for at least 15 minutes
prior to the beginning of the meeting until the end of the
meeting.
22. In addition to completing the enclosed Form of Proxy and
returning it to Equiniti as per the instructions on the form
shareholders can submit proxies online by logging onto
www.sharevote.co.uk. To use this service shareholders will
need their Voting ID, Task ID and Shareholder Reference
Number printed on the Form of Proxy. Full details of the
procedure are given on the website. Alternatively,
shareholders who have already registered with Equiniti’s
online portfolio service, Shareview, can appoint a proxy by
logging on to their portfolio at www.shareview.co.uk using
their usual user ID and password. Once logged in simply
click “view” on the “My Investments” page, click on the link
to vote, then follow the on-screen instructions. Any such
votes need to be cast by no later than 12 noon on 5 May
2023.
The Board would also welcome questions from
shareholders in advance of the AGM. Please submit all
questions to info@dunedinenterprise.com by 5 May 2023.
The Board will provide answers to these questions after the
AGM.
If it is necessary to provide you with further information
about the Annual General Meeting, or notify you about any
alternative arrangements, we will do so on our website
(www.dunedinenterprise.com) and by RNS.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Information for Investors
63
Information for Investors
Dunedin Enterprise is managed by Dunedin. Dunedin is
authorised and regulated by the Financial Conduct Authority. All
enquiries in relation to Dunedin Enterprise should be directed to
Dunedin at Easter Dalry House, 3 Distillery Lane, Edinburgh,
EH11 2BD or info@dunedinenterprise.com.
The Company’s share price is available on the Company website
www.dunedinenterprise.com or else on various websites such as
www.trustnet.com.
Investors can buy and sell shares in an investment trust directly
through a stockbroker or indirectly through a lawyer, accountant
or other professional adviser. An investment trust should be
considered only as part of a balanced portfolio.
Registrar
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Telephone: 0371 384 2440
International: +44 121 415 7047
Website: www.shareview.co.uk
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Glossary of Terms and Definitions
64
Glossary of Terms and Definitions and Alternative
Performance Measures
Buy-out fund
A fund which acquires stakes in established unquoted
companies.
Commitment
The amount committed by the Company to a fund investment,
whether or not such amount has been advanced in whole or in
part by or repaid in whole or in part to the Company.
Distribution
A return that an investor in a private equity fund receives.
Draw down
A portion of a commitment which is called to pay for an
investment.
EBITDA
Earnings before interest expense, taxes, depreciation and
amortisation.
Enterprise value (“EV”)
The value of the financial instruments representing ownership
interests in a company plus the net financial debt of the
company.
Net Asset Value (“NAV”) per Ordinary Share
The value of the Company’s assets and cash held less any
liabilities for which the Company is responsible divided by the
number of shares in issue.
NAV Total Return
The NAV total return is calculated by adding dividends and
capital returned in the period to the increase or decrease in the
net asset value. The dividends or capital returned are assumed
to be re-invested in the quarter that the dividend or capital return
is paid.
2022 2021
NAV per share at start of year (pence) 558.8 413.9
NAV per share at end of year (pence) 627.1 558.8
Change in year +12.2% +35.0%
Impact of dividend reinvestments +9.5% +4.5%
Total NAV return for the year +21.7% +39.5%
Ongoing Charges
Management fees and all other recurring operating expenses that
are payable by the Company excluding the costs of purchasing
and selling investments, finance costs, taxation, non-recurring
costs and costs of returning capital to shareholders, expressed
as a percentage of the average net asset value during the period.
2022 2021
Investment management fee (£’000) 140 117
Investment management fee FoF LP (£’000) 85 73
Other expenses (£’000) 379 384
Limited partnership ongoing expenses (£’000) 328 529
Ongoing charges (£’000) 932 1,104
Ongoing charges as a percentage of
average net assets: 1.4% 1.3%
Average net assets (£’000) 67,276 82,911
Premium/Discount
The amount by which the market price per share of an
investment company is either higher (premium) or lower
(discount) than the NAV per share, expressed as a percentage of
the NAV per share.
2022 2021
Net Asset Value per share (pence) (a) 627.1 558.8
Ordinary share price per share (pence) (b) 509.0 473.0
Discount (c=(b-a)/a) (c) 18.8% 15.4%
Secondary transaction
The purchase or sale of an investment and its undrawn
commitment (if any) to a fund or collection of fund interests in the
market.
Share buy-back transaction
The repurchase by the Company of its own shares which will
reduce the number of shares on the market.
Share price total return
The share price total return is calculated by adding dividends
and capital returned in the period to the increase or decrease in
the share price. The dividends or capital returned are assumed to
be re-invested on the day the share price goes ex-dividend.
2022 2021
Share price per share at start of year (pence) 473.0 336.0
Share price per share at end of year (pence) 509.0 473.0
Change in year +7.6% +40.8%
Impact of dividend reinvestments +10.9% +5.5%
Total share price return for the year +18.5% +46.3%
See page 20 for details of the Company’s key performance
indicators (“KPI’s”) and how the Directors assess some of these
Alternative Performance Measures.
Dunedin is required to make certain periodic disclosures to
investors in accordance with the Alternative Investment Fund
Managers Directive (“AIFMD”). Those disclosures that are
required to be made pre-investment are included within a pre-
investment disclosure document (“PIDD”) which can be found on
the www.dunedinenterprise.com. There have been no material
changes to the disclosures contained within the PIDD since first
publication on 6 March 2017.
The periodic disclosures as required under the AIFMD to
investors are made below:
None of the Company’s assets are subject to special
arrangements arising from their illiquid nature;
There are no new arrangements for managing the liquidity
of the Company or any material changes to the liquidity risk
management systems of Dunedin;
The current risk profile of the Company and the risk
management systems employed by Dunedin to manage
those risks are found in the PIDD. The risk limits set by
Dunedin have not been exceeded; and
In accordance with the requirements of AIFMD, Dunedin has
put in place a compliant remuneration policy, which is
available from the Company Secretary on request. The
Company Secretary can be contacted at Dunedin LLP,
Easter Dalry House, 3 Distillery Lane, Edinburgh, EH11 2BD.
All remuneration disclosures required will be included in the
annual report of Dunedin for the year ending 31 March 2023.
The table below sets out the current maximum permitted limit
and actual level of leverage for the Company.
Gross Commitment
Method Method
Maximum level of leverage 1.2:1 1.2:1
Actual level as at 31 December 2022 1:1 1:1
There have been no breaches of the maximum level during the
period and no changes to the maximum level of leverage
employed by the Company. There is no right of re-use of
collateral or any guarantees granted under the leveraging
arrangement.
Changes to the information required to be disclosed to investors
under AIFMD will be notified via a regulatory news service
without undue delay.
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
AIFMD Disclosures (unaudited)
65
AIFMD Disclosures (unaudited)
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Financial Calendar and Corporate Information
66
Announcements, dividend payments and the issue of the annual
and interim reports for the year ended 31 December 2022 and
half year end 30 June 2023 can be expected in the months
shown below:
March
Year end results and final dividend for the year announced.
April
Report and accounts published.
May
Annual General Meeting held and payment of final dividend.
September
Interim report for half year to 30 June published.
A preliminary announcement of unaudited net asset value for
each quarter will be made around one month following the
quarter end.
Directors
Duncan Budge, Chairman
(duncan.budge@dunedinenterprise.com)
Brian Finlayson
Angela Lane
Website
www.dunedinenterprise.com
Email info@dunedinenterprise.com
Manager, Secretary & Registered Office
Dunedin LLP
Easter Dalry House
3 Distillery Lane
Edinburgh EH11 2BD
Email info@dunedin.com
Website www.dunedin.com
Registered No. 52844 Scotland
Registrar
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Tel 0371 384 2440
Bankers
Lloyds TSB Bank plc
Solicitors
Dickson Minto WS
Auditor
Johnston Carmichael LLP
Financial Calendar Corporate Information
www.dunedinenterprise . c om
Easter Dalry House
3 Distillery Lane
Edinburgh
EH11 2BD