Annual Report and Financial Statements
for the year ended 31 December 2022
Global Opportunities Trust plc
The Company’s investment objective is to provide
shareholders with an attractive real long-term total
return by investing globally in undervalued asset
classes. The portfolio is managed without reference
to the composition of any stock market index.
Key benefits of the Company:
A self-managed investment trust with an independent Board
Experienced manager in Dr Sandy Nairn, Executive Director, with more than
35 years of global equity experience
A flexible mandate to seek out undervalued assets of all kinds. The Company
invests in a range of assets across both public and private markets throughout
the world. These assets include both listed and unquoted securities, investments
and interests in other investment companies and investment funds (including
limited partnerships and offshore funds) as well as bonds (including index-linked
securities) and cash as appropriate
Annualised Net Asset Value (‘NAV’) total return of 8.7% per annum since launch
in 2003
Positive double digit NAV return in 2022 despite bear markets in both equities
and bonds
Close alignment of interest between the Directors (who together own 17% of
the Company) and shareholders
WHY INVEST IN GLOBAL OPPORTUNITIES TRUST?
1
Financial Highlights 2
Strategic Report
Chairman’s Statement 3
Executive Director’s Report 6
Portfolio of Investments 9
Top 10 Holdings 10
Distribution of Investments 12
Long Term Performance 13
Strategic Review 14
Governance Report
Board of Directors 23
Directors’ Report 24
Remuneration Report
27
Corporate Governance Report
31
Report of the Audit and Management Engagement Committee
36
Statement of Directors’ Responsibilities 40
Independent Auditor’s Report 41
Financial Statements
Income Statement 48
Balance Sheet 49
Statement of Changes in Equity 50
Notes to the Financial Statements 51
Additional Information
Corporate Information 68
Shareholder Information 69
Risk Factors 70
Glossary of Terms and Alternative Performance Measures 71
Annual General Meeting
Notice of Annual General Meeting 73
Notes to the Notice of Annual General Meeting 75
CONTENTS
FINANCIAL HIGHLIGHTS
for the year ended 31 December 2022
NET ASSET VALUE PER SHARE
– cum inc. (pence)*
+14.2%
NET ASSET VALUE TOTAL RETURN
(with dividends added back)*
+15.8%
SHAREHOLDERS’ FUNDS
£106.1m
DISCOUNT TO NET ASSET VALUE*
13.5%
31December
2022
31December
2021
%
Change
Net assets/shareholders’ funds (£) 106,144,000 116,123,000 (8.6)
Shares in issue 29,222,180 36,527,725 (20.0)
Net asset value per share – cum inc. (pence)* 363.2 317.9 14.2
Net asset value total return (with dividends added back) (%)* 15.8 5.1
Share price (pence) 314.0 291.0 7.9
Dividend per share (pence) 5.0 5.0
Share price total return (with dividends added back) (%)* 9.8 4.6
Share price discount to net asset value (%)* (13.5) (8.5)
Ongoing charges ratio (%)* 0.9 1.1
* Alternative Performance Measure. For definitions please refer to the Glossary of Terms and Alternative Performance Measures on
pages 71 and 72.
2
3
I am pleased to present the Company’s Annual
Report and Financial Statements for the year ended
31 December 2022.
Introduction
The year under review has been one of significant
change for the Company. As you will read below,
the Board has overseen the Company’s transition to a
self-managed investment company at the same time
as global economies quickly entered a downturn with
many countries including the United Kingdom (‘UK’)
facing recession. We all gave a sigh of relief when the
world’s battle with the Covid pandemic appeared to
have been won and looked forward to a positive future,
however little did we know that markets were about
to enter a roller coaster period battling inflation, rising
interest rates, and the ongoing aftermath of Russia’s
invasion of Ukraine. In the UK, we also witnessed a
tumultuous political period, with the appointment of
two Prime Ministers within a matter of weeks, the latter
appointment following a disastrous budget statement
endorsed by the then Prime Minister Liz Truss which
caused market turmoil.
Transition to Self-Managed Investment Company
As previously detailed in the Half-Yearly Report for
the six months ended 30 June 2022, the Company
successfully transitioned to a self-managed investment
company on 8 June 2022 and is registered as a Small
Registered Alternative Investment Fund Manager by the
Financial Conduct Authority (‘FCA’). The Board is now
fully responsible for the management of the Company
and all required reporting to the FCA in respect of the
safeguarding of the Company’s assets.
Following receipt of approval from the FCA, several
changes were made to the Company’s service
providers. The agreement with Franklin Templeton
Investment Trust Management Limited in respect of its
appointment as Alternative Investment Fund Manager
was terminated, as was the Depositary Agreement with
Northern Trust Investor Services Limited. A new service
agreement was entered into with our Executive Director,
Dr Sandy Nairn, to manage the investment portfolio,
with Franklin Templeton Investment Management
Limited (‘Franklin Templeton’) appointed as Sub-Advisor
to assist with the management of the Company’s direct
equity holdings. In addition, J.P. Morgan Chase Bank
N.A. was appointed as Custodian, with Juniper Partners
Limited appointed as Administrator and Company
Secretary to the Company.
I am delighted to report that the transition to a
self-managed investment company ran smoothly with
no disruption to the management of the investment
portfolio. All the new service providers are now fully
embedded in the Company’s operations and the new
arrangements are functioning well.
Finally, you will have noted that with effect from
9 June 2022, the Company changed its name to Global
Opportunities Trust plc.
Further details of the transition can be found on page 21
of this report.
Update on Management Arrangements
I am pleased to announce that Dr Nairn is now a full
time executive of the Company, having resigned from
his executive position with Franklin Templeton.
The Company will be serving notice to terminate its
investment management agreement with Franklin
Templeton and the global listed equities portion of the
Company’s portfolio will be managed by Dr Nairn going
forward. The Company thanks Franklin Templeton for its
services to date and throughout the Company’s transition
to a self-managed structure.
The Company has also entered into a strategic relationship
with Goodhart Partners LLP (‘Goodhart’) through which
Goodhart will introduce opportunities in the private
markets to the Company. As part of this strategic
relationship, Goodhart has also been appointed to provide
investment sub-advisory services to the Company to assist
Dr Nairn in managing the global listed equities mandate.
The Board believes that these arrangements provide a
number of benefits for shareholders:
Dr Nairn’s appointment as a full time
executive gives clear focus to the Company’s
management structure.
The strategic relationship with Goodhart will
help to develop significantly the opportunities
available to the Company under the part of its
portfolio investing in private capital markets
and specialist funds.
It is anticipated that these arrangements will
reduce the Company’s ongoing charges ratio
from 0.9 per cent. to 0.8 per cent. (based on
the Company’s net asset value as at 24 March
2023 and on the assumption that the Company
becomes fully invested when valuations allow).
The fees to be paid to Dr Nairn and Goodhart are
detailed in Note 20 on pages 66 and 67 of this report.
Investment Performance
As at 31 December 2022 the Company had net assets of
£106.1 million, the net asset value (‘NAV’) per ordinary
share (‘share’) was 363.2p and the middle market price
per share on the London Stock Exchange was 314.0p,
representing a 13.5% discount to NAV.
CHAIRMAN’S STATEMENT
4
This is the first full year of the Company operating under
its expanded investment policy. As was articulated in
the shareholder circular which preceded the changes,
the Board felt strongly that such were the excessive
conditions in asset markets, greater flexibility was
required in order to protect shareholder capital. I
am pleased to report that the results for 2022 have
supported this view, with the NAV total return of the
Company appreciating by 15.8% and the share price
total return, with dividends reinvested, rising by 9.8%.
This was against a backdrop of synchronised declines in
almost all asset classes. Shareholders should note that
a substantial component of the positive return relates
to the decline of sterling. However, even without the
currency effect, the assets of the Company would have
appreciated.
Further details on the investment performance of the
Company can be found in the Executive Director’s
Report on pages 6 to 8.
Association of Investment Companies (‘AIC’)
PeerGroup
As a result of the changes to the Company’s investment
policy, with effect from November 2022, the Company’s
AIC peer group changed from the Global Sector to the
Flexible Investment Sector.
Final Dividend
A resolution to declare a final dividend of 5.0p per
share will be proposed at the Annual General Meeting
(‘AGM’) on 26 April 2023. If approved by shareholders,
the dividend will be payable on 31 May 2023 to
shareholders on the register of members on 12 May
2023. The ex-dividend date is 11 May 2023. The cost of
this dividend is covered by the Company’s distributable
revenues during the financial year under review and
exceeds the minimum that the Company is obliged to
distribute under applicable law to maintain its status as
an investment trust.
Succession Planning
David Ross recently advised the Board of his intention to
retire as a Director of the Company. David has served as
a Director of the Company since 1 June 2014 and will
retire following the conclusion of this years AGM.
On behalf of the Board, I would like to thank David for
his significant contribution to the Company during his
tenure and wish him well for the future.
Following David informing the Board of his intention to
retire, the Nomination Committee undertook a search
for a replacement non-executive Director. Having
considered several exceptional candidates, the Nomination
Committee recommended that Katie Folwell-Davies be
appointed as a non-executive Director of the Company.
The Board has approved Katie’s appointment in principle
subject to shareholders electing her as a Director of the
Company at the 2023 AGM.
Further details on Katie’s background and experience
can be found on page 22.
Other than David, all remaining Directors are offering
themselves for re-election at the forthcoming AGM.
Annual General Meeting
This year’s AGM will be held at The Bonham Hotel,
35 Drumsheugh Gardens, Edinburgh EH3 7RN on
26 April 2023 at 12 noon. Notice of the AGM,
containing full details of all business to be conducted
at the meeting, is set out on pages 73 and 74 of this
report. Further details on the ordinary and special
resolutions that are being proposed under special
business at the AGM can be found in the Directors’
Report on pages 24 to 26.
In addition to the formal business of the meeting,
Dr Nairn will provide a short presentation to
shareholders on the performance of the Company over
the past year as well as an outlook for the future.
The AGM is a great opportunity for shareholders to
ask questions of both the Board and of the Executive
Director, and as always, the Board would welcome
your attendance.
If you are unable to attend the AGM in person, I would
encourage you to vote in favour of all resolutions by
Form of Proxy and to appoint me as chair of the meeting
to ensure your vote counts.
Outlook
Whilst it is highly likely that there will be significant
rallies in asset prices as inflation falls in response to
monetary policy, the world should continue to be
viewed with caution. The probability of a prolonged
recession appears much more likely than markets
currently seem to be discounting, and as such the
primary investment focus of the Company remains one
of capital preservation. In times of economic stress,
pessimism sets in and liquidity tends to evaporate.
However, notwithstanding this, the new investment
flexibility enjoyed by the Company will allow it to take
any opportunities that may appear along this path.
Whilst the Company’s NAV rose substantially over
the period, the share price movement lagged and
the discount to NAV widened as a consequence. The
Board believes that the Company now represents a
unique proposition for investors and the Company
will be increasing its efforts to raise awareness, which
we believe will attract new investors and help address
the question of the discount. We would like to thank
shareholders for their patience and support over the
period and we look to the future with optimism.
CHAIRMAN’S STATEMENT – continued
5
CHAIRMAN’S STATEMENT – continued
Keep in Touch
Shareholders can keep up to date on the performance
of the portfolio through the Company’s monthly
factsheet which can be accessed via the website at
www.globalopportunitiestrust.com. The Company’s
website has recently been refreshed and updated and I
would encourage shareholders to visit the new site.
As always, the Board welcomes communication from
shareholders and I can be contacted directly through the
Company Secretary at cosec@junipartners.com.
Cahal Dowds
Chairman
28 March 2023
6
Background
This is the first full year for the Company following
receipt of shareholder approval to change the
investment objectives and policy. The Company’s original
investment objective and policy were set in 2003 and
reflected investment conditions that prevailed at that
time. The intention back in 2003 was explicitly to
avoid constraints that could periodically undermine the
performance of a portfolio when on valuation grounds
it became difficult to identify attractively priced public
equity securities. For this reason, the Company has
always had the ability to own cash, bonds and make
some limited investments in unlisted equity securities,
where appropriate.
The extended period of negative real interest rates that
followed the financial crisis of 2008 resulted in a more
extreme and generalised overvaluation of asset classes
than I have seen in living memory. It extended from
equities to bonds, property and alternatives and to both
listed and unlisted markets. This is what I, and others,
have referred to as the Everything Bubbleand we know
now that it reached a climax and finally popped at the
end of 2021.
As a consequence of these extreme valuations the
Company held significant levels of cash, cash being
the only practical way to protect downside risk under
the existing policy, but with the drawback that cash
generated negative real returns. It was for this reason
that I proposed, and the Board agreed, that more
flexibility in the investment policy was both necessary
and desirable if the Company was to simultaneously
preserve shareholder capital and take advantage of
opportunities that existed, or would emerge over time.
The additional degree of freedom that the new
investment policy has given us since it was approved by
shareholders in December 2021 has proved invaluable in
enabling the Company to deliver a positive double digit
NAV return in a year when both equities and bonds have
witnessed declines of more than 10%. As previously
mentioned in the Chairman’s Statement on page 4, at
the AIC’s suggestion, the Company has changed its peer
group from the Global to the Flexible Investment sector.
However it may be worth emphasising that in normal
market conditions we remain firm believers in the value
of publicly listed equities as generators of portfolio
wealth.
The Portfolio
Against this background, the portfolio has been
structured to significantly reduce absolute downside
risk as we wait for the Everything Bubble to deflate
or burst. Since the change of investment policy, the
volatility of the portfolio has fallen to around half that of
the broad global equity market. It now comprises four
levers that are carefully calibrated to try and create a
coherent exposure for current market conditions:
The first is a direct equity portfolio that is
positioned defensively. At the beginning of the
year, the largest concentrations were in areas
such as telecoms and health care where cash-
flow and earnings were reasonably predictable
and valuations were not excessive. Through
the year, we added to energy and defence as
tensions grew in eastern Europe. Despite the
signals coming out of Russia, most market
participants seemed to ignore the threat of
the invasion of Ukraine. Whilst it was plausible
that Russia could simply have been making
heavy threats to gain a negotiated advantage,
it was instructive that markets focussed on the
most optimistic outcome. This was yet another
sign of the prevailing complacency in asset
markets. As a consequence, we felt it prudent
to make some portfolio changes to mitigate the
potential risks. We have avoided the temptation
to invest in optically cheaper companies with
lower long-term earnings visibility, more
cyclicality, or balance sheet risks. The time to
add this type of risk will come, but now is too
early in our opinion.
The second lever is an investment in the
Templeton European Long-Short Equity Fund
(‘European Long-Short Fund’). The portfolio
now has approximately 15% of its assets
invested in this fund. At initial investment the
proportion was around 10%, but appreciation
has caused this to increase. The strategy
deployed by this fund is unusual and distinctive.
It primarily generates returns from the spread
between high and low quality European listed
smaller companies, with very little overall
market exposure. It operates with a relatively
high gross exposure and is run by a portfolio
manager with a strong track record as a
short-seller. The strategy is volatile, but has the
potential to produce outsized returns during
adverse markets. This type of strategy became
unfashionable after the 2008 financial crisis
because low interest rates made it relatively
easy for low quality businesses to refinance
themselves. As interest rates normalise at
higher levels, however, we believe the upside
opportunity is very significant and it diversifies
the market exposure embedded in the direct
equity portfolio well.
EXECUTIVE DIRECTOR’S REPORT
7
The third lever is an exposure to private equity
assets through the Volunteer Park Capital
Fund (VPC Fund). We are very wary about
the valuation of private assets, so it is perhaps
counter-intuitive that the Company should
now have invested in a private equity fund.
However, the VPC Fund is not a straight
investment in private companies. Instead, it
invests in the General Partner of private capital
fund management businesses. These businesses
benefit from very long term contractual
revenues on the private capital funds that
they manage. The manager of the VPC Fund
seeks to structure its investments to capture
the upside of this long term and highly visible
revenue with very little downside risk. The
market opportunity here lies in the small deal
size which means there is little competition to
VPC from larger players for whom potential
deals lie below their threshold of interest. In
terms of risk/return the exposure fits neatly
between the direct equity portfolio and the
European Long-Short Fund. Its objective is to
generate positive absolute returns regardless of
market direction.
The final lever is cash. This exposure has grown
progressively over recent years as the ever-rising
level of asset valuations caused the opportunity
set of undervalued assets to shrink. For most of
the year cash has been held in currencies other
than sterling, reflecting the difficult economic
issues we believed faced the UK. Once the
currency reacted to the ‘Truss government
debacle’ and sterling fell sharply towards
parity, the Company converted some of its US
dollar exposure back to sterling. We expect to
continue to hold a high cash position until we
can clearly see value emerge in other assets.
The current risk in the portfolio is that if equity markets
were to rise sharply, any gains in the portfolio would lag
significantly, and in an extreme set of conditions could
actually decline. However, we continue to see the risks
in asset markets to be asymmetric to the downside and
the portfolio is designed to preserve capital and hence
allow the maximum ability to take advantage of the
opportunities that will emerge once the markets have
fully normalised again. Historical experience underlines
the extraordinary extent of the asset price bubble which
more than a decade of continued financial repression
has produced, so it will most likely take more than
one year of market falls to restore something like the
traditional equilibrium.
Performance
The Companys performance over the year was in line
with its objectives. The portfolio tended to lag in weeks
when markets were rising but still provided a positive
absolute return. When markets were falling the portfolio
reassuringly proved its defensive qualities, often not
falling at all. In doing so the portfolio outperformed
broad equity markets by a comfortable margin. It is
notable that 2022 proved to be a very difficult year for
bond markets as well, given the impact of rising interest
rates. The positive correlation between bonds and
equities undermined the ability of traditional balanced
funds to diversify away any of their equity exposure,
something that the portfolio was able to do as a result
of the timely change in its investment policy. If we look
at the levers discussed above the performance of each
was as follows:
Direct equities: returned just over 12%.
European Long-Short Fund: appreciated by
over 60%.
Private Equity: since initial investment in the
VPC Fund, which took place just prior to the
end of 2021, the value of the holding has
appreciated by 14% against the purchase price
of December 2021.
Cash: the return was approximately 12%, the
appreciation reflecting that the majority was
held in US dollars over the period.
When considering these figures it is critical to remember
that the underlying instruments/investments have been
selected and blended to try and achieve a risk/reward
profile appropriate to conditions as we see them. Putting
this in simpler terms, as an example, when markets
fall we expect to see the private capital exposure
and cash remain stable, with the long-short holding
appreciating. Under these circumstances we anticipate
the equity holdings may also decline, but by significantly
less than the market and for this to be offset by the
other exposures. It also needs to be remembered that
sterling was weak through much of 2022, which had a
meaningfully positive impact on the returns.
The result of this, for calendar year 2022, was that the
Company’s NAV total return, including dividends, was
15.8%. The comparable figure for the MSCI AC World
index was -7.6%; for the Bloomberg Global Aggregate
Bond index -5.9%. Over the period, the Barclays Sterling
Overnight Cash index returned 1.4%.*
EXECUTIVE DIRECTOR’S REPORT – continued
*Sources: Refinitiv Datastream, Bloomberg
8
EXECUTIVE DIRECTOR’S REPORT – continued
Future Prospects
Given the undoubted economic difficulties facing
the world, it may seem paradoxical that I find myself
more excited about the investing future than for some
considerable time. Sir John Templeton, whose wisdom
and experience I was able to observe at first hand as
an employee early in my career, was always adamant
that high valuations were inimical to strong investment
performance in anything but the short term. It has
been dispiriting to have had to spend the last few years
observing how governments and central banks have
combined to create the conditions in which speculation,
the antithesis of sound money management principles,
has been able to run riot, creating a classic investment
bubble not just in equities, but – almost uniquely in
financial history – across virtually all asset classes at the
same time.
My renewed sense of confidence rests on what feels
like an inexorable trend back towards normality in
valuations. Normality in valuation means an investing
environment in which prices of assets are based on
their fundamental qualities rather than on other
extraneous factors. Whilst the trend may be inexorable,
history suggests that the process of adjustment back
to normality will contain powerful bear market rallies.
These are likely to be fuelled by a hope that inflation
can fall back to pre-bear market levels without any
meaningful adverse economic consequences and that
we can return to a world in which interest rates remain
indefinitely at negligible levels.
Unfortunately, it stretches credibility to think that we
can have a gentle glide path to normality after such an
extended period in which almost the entire focus was
on reward while scant attention was paid to risk. The
new environment is more likely to see a reversal of this
balance. The gilts market crisis in the autumn last year,
the bankruptcy of FTX, the cryptocurrency exchange,
and the more recent troubles at Silicon Valley Bank and
Credit Suisse, should not be seen as isolated incidents
but as symptoms of the profound if until now largely
hidden risks embedded in the global financial system.
Against the backdrop of global economic weakness
the excesses generated by a decade of easy money
will continue to be revealed. Interim rallies of the kind
we have seen in equity markets since the autumn can
prove very dangerous for investors unless they are
based on improvements in fundamental factors, such as
profitability, earnings and balance sheet strength. There
is as yet no evidence to support such a view.
In short, we are moving into a world in which free
money no longer drives all returns to unjustified heights.
I believe that we are in a transition back to one where
the traditional investing virtues will once again reign.
This is not about value versus growth or other factors
such as ‘quality’. It is simply about how much you are
willing to pay for the characteristics and future of an
asset. We look forward to the day where risk aversion
rises to the levels that disregard for risk reached in the
recent past. That will be the time that we again see an
abundance of attractive investable opportunities.
In my judgement we are not there yet, but the time is
coming. We will try to remain patient and prudent until
that time. Our proposition to shareholders is that, as
and when those opportunities present themselves, the
Company will be willing and ready to use the flexibility
that our investment policy creates to pursue them to the
full. We are tactically, not permanently, bearish. We will
seek to keep shareholders informed of our views as they
evolve via the website and shareholders can also opt in
there to receive these views electronically, should they
wish to do so.
Dr Sandy Nairn
Executive Director
28 March 2023
9
PORTFOLIO OF INVESTMENTS
as at 31 December 2022
Company Sector Country
Valuation
£’000
% of
Net assets
Templeton European Long-Short Equity SIF
1
Financials Luxembourg 14,298 13.5
Volunteer Park Capital Fund SCSp
2
Financials Luxembourg 7,708 7.3
TotalEnergies Energy France 3,682 3.5
Unilever Consumer Staples United Kingdom 3,220 3.0
Sumitomo Mitsui Trust Holdings Financials Japan 2,685 2.5
ENI Energy Italy 2,528 2.4
Raytheon Technologies Industrials United States 2,503 2.4
Imperial Brands Consumer Staples United Kingdom 2,330 2.2
Nabtesco Industrials Japan 2,281 2.1
Novartis Health Care Switzerland 2,277 2.1
Samsung Electronics Information Technology South Korea 2,256 2.1
General Dynamics Industrials United States 2,256 2.1
Orange Communication Services France 2,187 2.1
Barrick Gold Materials Canada 2,036 1.9
Lloyds Banking Financials United Kingdom 1,958 1.8
Antofagasta Materials United Kingdom 1,932 1.8
Dassault Aviation Industrials France 1,902 1.8
Sanofi Health Care France 1,898 1.8
Panasonic Consumer Discretionary Japan 1,896 1.8
Murata Manufacturing Information Technology Japan 1,660 1.6
Tesco Consumer Staples United Kingdom 1,586 1.5
Daiwa House Industry Real Estate Japan 1,541 1.5
Verizon Communications Communication Services United States 1,509 1.4
Fresenius Medical Care Health Care Germany 1,154 1.1
Total investments 69,283 65.3
Cash and other net assets 36,861 34.7
Net assets 106,144 100.0
1
Luxembourg Specialised Investment Fund
2
Luxembourg Special Limited Partnership
10
Templeton European Long-Short Equity SIF
% of Net Assets
13.5
Sector
Financials
Templeton European Long-Short Equity SIF is a specialist fund managed by Franklin Templeton. The fund’s investment
objective is to achieve positive absolute returns with little to no correlation to traditional equity markets over the
medium to long term, by investing in long and short equity positions.
Volunteer Park Capital Fund SCSp
% of Net Assets
7.3
Sector
Financials
Volunteer Park Capital Fund SCSp invests in established General Partners (‘GPs’) of private capital funds. VPC targets
the small to low-mid GP market ($500m-$3bn AUM).
TotalEnergies
% of Net Assets
3.5
Sector
Energy
TotalEnergies is a multi-energy company that produces and markets fuels, natural gas and electricity. The company
is committed to providing better energy that is more affordable, more reliable, cleaner and accessible to as many
people as possible. Active in more than 130 countries, the company’s ambition is to become the major provider of
responsible energy.
Unilever
% of Net Assets
3.0
Sector
Consumer Staples
Unilever is a manufacturer and supplier of fast-moving consumer goods. The company’s product portfolio comprises
food products, beauty, and personal care products, beverages, home care products, vitamins, minerals, and
supplements.
Sumitomo Mitsui Trust Holdings
% of Net Assets
2.5
Sector
Financials
Sumitomo Mitsui Trust Holdings is a provider of trust banking, and other financial services. It provides asset
management, banking, advisory, and real estate services.
TOP 10 HOLDINGS
As at 31 December 2022
11
ENI
% of Net Assets
2.4
Sector
Energy
ENI is a global oil and gas super-player. The company engages in oil and natural gas exploration, field development
and production, as well as in the supply, trading and shipping of natural gas, LNG, electricity and fuels.
Raytheon Technologies
% of Net Assets
2.4
Sector
Industrials
Raytheon Technologies manufactures aircraft engines, avionics, aerostructures, cybersecurity, guided missiles,
air defense systems, satellites, and drones. The company is also a large military contractor, receiving a significant
portion of its revenue from the U.S. government.
Imperial Brands
% of Net Assets
2.2
Sector
Consumer Staples
Imperial Brands is a consumer goods company. The company offers a range of cigarettes and other tobacco products.
The company operates through two businesses: Tobacco & Next Generation Products (NGP) and Distribution.
Nabtesco
% of Net Assets
2.1
Sector
Industrials
Nabtesco is a Japanese engineering company that specialises in gearboxes, rotors, motors and robotics.
Novartis
% of Net Assets
2.1
Sector
Health Care
Novartis is a global healthcare company based in Switzerland that provides solutions to address the evolving needs
of patients worldwide.
TOP 10 HOLDINGS – continued
As at 31 December 2022
12
Sector Distribution
Health Care 5.0%
Financials 25.1%
Consumer Staples 6.7%
Cash and other net assets 34.7%*
Materials 3.7%
Real Estate 1.5%
Information Technology 3.7%
Industrials 8.4% Consumer Discretionary 1.8%
Energy 5.9%
Communication Services 3.5%
The figures detailed in the sector distribution pie chart represent the Company’s exposure to those sectors.
Geographical Distribution
United Kingdom 10.3%
Europe ex UK 35.6%
North America 7.8%
Asia Pacific ex Japan 2.1%
Japan 9.5%
Cash and other net assets 34.7%*
The figures detailed in the geographical distribution pie chart represent the Company’s exposure to these countries
or regional areas through its investments and cash.
The geographical distribution is based on each investment’s principal stock exchange listing or domicile, except in
instances where this would not give a proper indication of where its activities predominate.
* The geographical distribution of cash and other net assets as at 31 December 2022 is based on currencies held, as follows:
North America 12.3%
United Kingdom 9.6%
Japan 9.2%
Europe ex UK 3.6%
34.7%
DISTRIBUTION OF INVESTMENTS
as at 31 December 2022 (% of net assets)
13
LONG TERM PERFORMANCE
Ten-year Performance Chart
220%
180%
120%
200%
160%
240%
Share Price Total Return NAV Total Return
20212019201820172016201520142013 2020
140%
100%
2022
Source: Refinitiv Datastream
Year ended
31December
Shareholders’
funds
Net asset
value per
share
Share
price per
share
Share price
discount to
net asset
value
Revenue
return per
share
Dividend
per
share
Ongoing
charges
ratio
5
2004
1
£26.1m 116.4p 110.5p 5.1% 0.6p 0.4p 1.7%
6*
2005 £52.2m 156.2p 154.5p 1.1% 1.1p 0.8p 1.5%
6*
2006 £58.8m 172.8p 170.0p 1.6% 2.1p 1.8p 1.2%
6*
2007 £57.7m 177.2p 160.0p 9.7% 2.7p 2.3p 1.1%
6*
2008 £46.4m 150.4p 132.5p 11.9% 3.9p 3.1p 1.1%
6*
2009 £50.7m 175.9p 172.0p 2.2% 2.7p 2.4p 1.0%
6,7
2010 £51.6m 188.2p 186.8p 0.7% 3.2p 2.8p 1.3%
6*
2011 £95.1m 169.9p 167.0p 1.7% 5.0p 4.2p 0.8%
8
2012 £91.8m 183.1p 175.5p 4.2% 3.9p 3.9p 1.1%
2013 £112.6m 233.6p 230.0p 1.5% 2.7p 2.7p 1.1%
2014 £112.1m 236.0p 234.6p 0.6% 3.7p 3.3p 1.1%
2015 £118.4m 239.8p 234.5p 2.2% 3.1p 3.1p 1.0%
2016 £143.8m 300.2p 293.0p 2.4% 5.3p 5.3p
2*
1.0%
2017 £148.8m 337.7p 320.0p 5.2% 5.3p 5.3p 0.9%
2018 £131.8m 308.8p 301.5p 2.3% 6.9p 6.5p
2*
0.9%
2019 £132.0m 320.8p 310.0p 3.4% 8.1p 7.5p
3*
1.0%
2020 £119.1m 308.4p 284.0p 7.9% 4.9p 6.0p 1.0%
2021 £116.1m 317.9p 291.0p 8.5% 4.4p 5.0p 1.1%
2022 £106.1m 363.2p 314.0p 13.5% 5.3p 5.0p
4
0.9%
9
1
Period 13 November 2003 to 31 December 2004. The Company commenced operations on the admission of its shares to trading
on the London Stock Exchange on 15 December 2003.
2
Includes a special dividend of 1.0p.
3
Includes a special dividend of 1.5p.
4
Proposed dividend for the year.
5
Ongoing charges ratio based on total expenses, excluding finance costs, transaction costs and certain non-recurring items for the
year as a percentage of the average monthly net asset value.
6
Ongoing charges ratio based on total expenses for the year as a percentage of the average monthly net asset value.
7
Ongoing charges ratio 1.3% excluding VAT refund.
8
The Ongoing charges ratio would have been 1.0% if investment management fees of £236,000 had not been waived as a
consequence of the merger with Anglo & Overseas plc.
9
The ongoing charges ratio includes look-through costs of 0.2% relating to the investments in the Templeton European Long-Short
Equity SIF and the Volunteer Park Capital Fund SCSp.
14
Introduction
The purpose of this report is to provide shareholders
with details of the Company’s strategy, objectives and
business model as well as the principal and emerging
risks and challenges the Company has faced during the
year under review. It should be read in conjunction with
the Chairman’s Statement on pages 3 to 5, the Executive
Director’s Report on pages 6 to 8 and the portfolio
information on pages 9 to 12, which provide a review of
the Company’s investment activity and outlook.
The Board is responsible for the stewardship of the
Company, including overall strategy, investment policy,
dividends, corporate governance procedures and risk
management. Biographies of the Directors can be found
on page 23. The Board assesses the performance of the
Company against its investment objective at each Board
meeting by considering the key performance indicators
set out on pages 15 and 16 of this report.
Business and Status
The principal activity of the Company is to carry on
business as an investment trust.
The Company is registered in Scotland as a public limited
company and is an investment company within the
meaning of section 833 of the Companies Act 2006.
The Company has been approved by HM Revenue
& Customs as an authorised investment trust under
sections 1158 and 1159 of the Corporation Tax Act
2010 and the ongoing requirements for approved
companies as detailed in Chapter 3 of Part 2 of the
Investment Trust (Approved Company) (Tax) Regulations
2011. In the opinion of the Directors, the Company has
conducted its affairs so as to enable it to continue to
maintain its status as an investment trust.
The Company is a self-managed investment company
run by its Board and is authorised by the FCA as a small
registered alternative investment fund manager.
The Company’s shares are listed on the premium
segment of the Official List of the FCA and traded on
the main market of the London Stock Exchange.
The Company is a member of the AIC, a trade body
which promotes investment companies and develops
best practice for its members.
Investment Objective
The Company’s investment objective is to provide
shareholders with an attractive real long-term total
return by investing globally in undervalued asset classes.
The portfolio is managed without reference to the
composition of any stock market index.
Investment Policy
The Company invests in a range of assets across both
public and private markets throughout the world. These
assets include both listed and unquoted securities,
investments and interests in other investment companies
and investment funds (including limited partnerships and
offshore funds) as well as bonds (including index linked
securities) and cash as appropriate.
Any single investment in the Company’s portfolio may not
exceed 15% of the Company’s total assets at the time of
the relevant investment (the Single Investment Limit).
The Company may invest in other investment companies or
funds and may appoint one or more sub-advisors to manage
a portion of the portfolio if, in either case, the Board believes
that doing so will provide access to specialist knowledge
that is expected to enhance returns. The Company will gain
exposure to private markets directly and indirectly through
investments and interest in other investment companies
and investment funds (including limited partnerships and
offshore funds). The Company’s investment directly and
indirectly in private markets (including through investment
companies and investment funds) shall not, in aggregate,
exceed 30% of the Company’s total assets, calculated at the
time of the relevant investment.
The Company will invest no more than 15% of its total
assets in other closed-ended listed investment companies
(including investment trusts).
The Company may also invest up to 50% of its total
assets in bonds, debt instruments, cash or cash
equivalents when the Board believes extraordinary
market or economic conditions make equity investment
unattractive or while seeking appropriate investment
opportunities for the portfolio or to maintain liquidity.
The Single Investment Limit does not apply to cash or
cash equivalents in such circumstances. In addition, the
Company may purchase derivatives for the purposes of
efficient portfolio management.
From time to time, when deemed appropriate and only
where permitted in accordance with the UK Alternative
Investment Fund Managers Regulations 2013, the
Company may borrow for investment purposes up to
the equivalent of 25% of its total assets. By contrast,
the Company’s portfolio may from time to time have
substantial holdings of debt instruments, cash or short-
term deposits.
The investment objective and policy are intended to
ensure that the Company has the flexibility to seek out
value across asset classes rather than being constrained
by a relatively narrow investment objective. The objective
and policy allow the Company to be constrained in
its investment selection only by valuation and to be
pragmatic in portfolio construction by only investing
in assets which the Executive Director considers to be
undervalued on an absolute basis.
STRATEGIC REVIEW
15
Investment Strategy
The Company’s portfolio is managed without reference
to any stock market index. Investments are selected
for the portfolio only after extensive research by the
Executive Director. The Executive Director’s approach is
long-term and focused on absolute valuation. Dr Nairn
aims to identify and invest in undervalued asset classes,
and to have the patience to hold them until they achieve
their long-term earnings potential or valuation.
Dividend Policy
The Company does not have a stated dividend policy.
The Company’s investment objective is to provide real
long-term total return rather than income growth. As a
result, the level of revenue generated from the portfolio
will vary from year to year, and any dividend paid to
shareholders is likely to fluctuate.
The Board is mindful that in order for the Company to
continue to qualify as an investment trust, the Company
is not permitted to retain more than 15% of eligible
investment income arising during any accounting period.
Accordingly, the Board will ensure that any declared
dividend is sufficient to enable the Company to maintain
its investment trust status.
Management Arrangements
Following receipt of approval from the FCA on 8 June
2022, the Company successfully transitioned to become
a self-managed investment company.
As a result of the transition, the management agreement
with Franklin Templeton Investment Trust Management
Limited was terminated. As a self-managed investment
trust, the Board is now fully responsible for the
management of the Company and all required reporting
to the FCA in respect of the safeguarding of the
Company’s assets. The Depositary Agreement between
Northern Trust Global Services Limited and the Company
was also terminated, and the Company’s custodian has
been changed to JP Morgan Chase Bank, NA.
The Executive Director, Dr Nairn, has overall responsibility
for the day-to-day management of the investment
portfolio with Franklin Templeton Investment
Management Limited (‘Sub-Advisor’) appointed to assist
with the management of the Company’s direct equity
holdings. As at 31 December 2022, the Sub-Advisor was
responsible for managing 44.5% of the Company’s assets.
As part of the transition, the Board appointed
Juniper Partners Limited (‘Juniper’) as the Company’s
administrator and company secretary.
Update on Management Changes
Details of management changes which have taken place
post year-end are provided in the Chairman’s Statement
on page 3, the Principal Decisions Taken During the Year
section on page 21 and Note 20 on pages 66 and 67 of
this report.
Change of Name
On 9 June 2022, the Company changed its name from
EP Global Opportunities Trust plc to Global Opportunities
Trust plc. The Company’s stock exchange ticker code was
subsequently changed from EPG to GOT.
Change of Registered Office
Following the appointment of Juniper, the registered
office of the Company has changed to 28 Walker Street,
Edinburgh EH3 7HR.
Portfolio Performance
Full details on the Company’s activities during the year
under review are contained in the Chairman’s Statement
and Executive Director’s Report on pages 3 to 8. A list of
all the Company’s investments can be found on page 9.
The portfolio consisted of 24 investments, excluding
cash and other net assets as at 31 December 2022, thus
ensuring that the Company has a suitable spread of
investment risk.
A sector and geographical distribution of the Company’s
investments is shown on page 12.
Key Performance Indicators
At each Board meeting, the Directors consider key performance indicators to assess whether the Company is meeting
its investment objective.
The key performance indicators used to measure the performance of the Company over time are as follows:
Share price total return
to 31 December 2022 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc 9.8 8.5 9.1
AIC Flexible Investments peer group
(6.2) 13.8 23.5
FTSE All-World Total Return Index* (7.3) 25.7 48.4
Net asset value total return
to 31 December 2022 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc 15.8 21.5 19.2
AIC Flexible Investments peer group
(3.5) 23.4 39.2
FTSE All-World Total Return Index* (7.3) 25.7 48.4
STRATEGIC REVIEW – continued
16
STRATEGIC REVIEW – continued
Share price discount to net asset value
as at 31 December 2022 (%) 2021 (%) 2020 (%)
Global Opportunities Trust plc 13.5 8.5 7.9
AIC Flexible Investments peer group
14.4 7.0 11.0
Ongoing charges ratio
to 31 December 2022 (%) 2021 (%) 2020 (%)
Global Opportunities Trust plc 0.9 1.1 1.0
AIC Flexible Investments peer group
1.0 0.9 0.9
Source: theaic.co.uk & Morningstar.
* The Company does not formally benchmark its performance against a specific index, the FTSE All-World Total Return Index (in
sterling) has been shown for comparative purposes only.
The long-term performance of the Company can be
found on page 13 of this report.
Further information on the above key performance
indicators can be found in the Glossary of Terms and
Alternative Performance Measures on pages 71 and 72.
Gearing
The Company did not have any borrowings and did not
use derivative instruments for currency hedging during
the year ended 31 December 2022. The Company has
an investment in the Templeton European Long-Short
Equity SIF which uses derivatives.
Principal and Emerging Risks
The Board, through delegation to the Audit and Management Engagement Committee, has undertaken a robust
annual assessment and review of all the risks facing the Company, together with a review of any new and emerging
risks which may have arisen during the year, including rising levels of inflation and heightened geopolitical events
following the invasion of Ukraine. These risks are formalised within the Company’s risk assessment matrix which is
formally reviewed on a regular basis.
The principal risks and uncertainties facing the Company, together with a summary of the mitigating actions and
controls in place to manage these risks, and how these risks have changed over the period are set out below:
Risks Mitigation and Controls
Investment and Strategy Risk
There can be no guarantee that the investment objective
of the Company, to provide shareholders with an attractive
real long-term total return by investing globally in
undervalued asset classes, will be achieved.
No change to this risk
The Board meets regularly to discuss the portfolio
performance and strategy and to receive investment
updates from the Executive Director. The Board receives
quarterly reports detailing all portfolio transactions
and any other significant changes in the market or
stock outlooks.
Key Person Risk
The Company’s ability to deliver its investment strategy is
dependent on the Executive Director, Dr Nairn.
A change in key investment management personnel
who are involved in the management of the Company’s
portfolio could impact on future performance and the
Company’s ability to deliver on its investment strategy.
Increased risk due to the Company’s transition
to a selfmanaged investment company
The Board frequently considers succession planning.
Dr Nairn, has day-to-day responsibility for the investment
management of the Company. Dr Nairn is also in regular
contact with the Sub-Advisor and underlying fund
managers and would be informed of any proposed
changes in their personnel.
17
STRATEGIC REVIEW – continued
Risks Mitigation and Controls
Financial and Economic
The Company’s investments are impacted by financial and
economic factors including market prices, interest rates,
foreign exchange rates, liquidity and inflation which could
cause losses within the portfolio.
Risk has been heightened by inflationary
increases and geopolitical events, including the
invasion of Ukraine
The Board receives regular updates on the composition
of the Company’s investment portfolio and market
developments from the Executive Director. Investment
performance is continually monitored specifically in the
light of emerging risks throughout the period.
The Board regularly reviews and agrees policies for
managing market price risk, interest rate risk, foreign
currency risk, liquidity risk and credit risk. These are
further explained in Note 16 to the financial statements.
Discount Volatility Risk
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
investment performance. An inappropriate or unattractive
objective and strategy may have an adverse effect on
shareholder returns or cause a reduction in demand for the
Company’s shares, both of which could lead to a widening
of the discount.
No change to this risk
The Board actively monitors the discount at which the
Company’s shares trade, and is committed to using its
powers to allot or repurchase the Company’s shares. The
Board may use share buybacks, when appropriate, to
narrow the discount to NAV at which the shares trade.
This will be done in conjunction with creating new
demand and being aware of the liquidity of the shares.
The Board’s commitment to allot or repurchase shares
is subject to it being satisfied that any offer to allot or
purchase shares is in the best interests of Shareholders
of the Company as a whole, the Board having the
requisite authority pursuant to the Articles of Association
and relevant legislation to allot or purchase shares, and
all other applicable legislative and regulatory provisions.
Details of the shares purchased into treasury during the
year are set out in Note 13.
The Board reviews changes to the shareholder
register regularly and considers shareholder views and
developments in the market place.
18
STRATEGIC REVIEW – continued
Risks Mitigation and Controls
Regulatory Risk
The Company operates in an evolving regulatory
environment and faces a number of regulatory risks.
Failure to qualify under the terms of sections 1158 and
1159 of the CTA may lead to the Company being subject
to capital gains tax. A breach of the Listing Rules may
result in censure by the FCA and/or the suspension of the
Company’s shares from listing.
The implementation of GDPR provides for greater data
privacy. While the risk to the Company is deemed to
be low, the impact of fines should they occur could be
significant.
If all price sensitive issues are not disclosed in a timely
manner, this could create a misleading market in the
Company’s shares.
No change to this risk
Compliance with the Company’s regulatory obligations
is monitored on an ongoing basis by the Company
Secretary and other professional advisers as required
who report to the Board regularly.
The Directors note the corporate offence of failure to
prevent tax evasion and believe all necessary steps have
been taken to prevent facilitation of tax evasion.
The Directors are satisfied that all necessary steps have
been taken to prevent any breach of GDPR, including
ensuring that all third party service providers have
appropriate GDPR policies in place.
The Directors are aware of their responsibilities relating
to price sensitive information and would consult with
their advisers if any potential issues arose. This includes
ensuring compliance with the Market Abuse Regulation.
The Company Secretary would notify the Board
immediately if it became aware of any disclosure issues.
The Sub-Advisor has a comprehensive market abuse
policy and any potential breaches of this policy would be
promptly reported to the Board.
The Board has agreed service levels with the Company
Secretary and Sub-Advisor which include active and
regular review of compliance with these requirements.
Operational risk
There are a number of operational risks associated with
the fact that third parties undertake the Company’s
administration and custody functions. The main risk is that
third parties may fail to ensure that statutory requirements,
such as compliance with the Companies Act 2006 and the
FCA requirements, are met.
No change to this risk
The Board regularly receives and reviews management
information on third parties which the Company Secretary
compiles. In addition, each of the third parties, where
available, provides a copy of its report on internal controls
to the Board each year.
The Company employs the Administrator to prepare all
financial statements of the Company and meets with
the Auditor at least once a year to discuss all financial
matters, including appropriate accounting policies.
The Company is a member of the AIC, a trade body
which promotes investment trusts and also develops
best practice for its members.
The Executive Director and the Company’s third
party suppliers have contingency plans to ensure the
continued operation of the business in the event of
disruption.
19
STRATEGIC REVIEW – continued
Culture
The Chairman leads the Board and is responsible for
its overall effectiveness in directing the Company.
He demonstrates objective judgement, promotes
a culture of openness and debate, and facilitates
effective contributions by all Directors. In liaison with
the Company Secretary, the Chairman ensures that the
Directors receive accurate, timely and clear information.
The Directors are required to act with integrity, lead by
example and promote this culture within the Company.
The Board seeks to ensure the alignment of the
Company’s purpose, values and strategy with the culture
of openness, debate and integrity through ongoing
dialogue, and engagement with shareholders, the
Executive Director and the Company’s other service
providers. As detailed in the Corporate Governance
Report on pages 31 to 35, the Company has adopted a
number of policies, practices and behaviours to facilitate
a culture of good governance and ensure that this
is maintained.
The culture of the Board is considered as part of
the annual performance evaluation process which
is undertaken by each Director. The culture of the
Company’s service providers is also considered by the
Board during the annual review of their performance
and while considering their continuing appointment. In
the context of the Executive Director and Sub-Advisor,
particular attention is paid to environmental, social and
governance, engagement and proxy voting policies.
Additional information on the Board’s approach to
environmental, social and governance matters is detailed
on the next column.
Directors and Gender Diversity
As at 31 December 2022, the Board of Directors of
the Company comprised three male and one female
Director. The appointment of any new Director is made
in accordance with the Company’s diversity policy as
detailed on page 33.
Employees and Human Rights
The Board recognises the requirement under the
Companies Act 2006 to detail information about human
rights, employees and community issues, including
information about any policies it has in relation to
these matters and the effectiveness of these policies.
The Company has one employee, Executive Director
Dr Nairn. All the remaining Directors are non-executive.
The Company has outsourced all its functions to third
party service providers. The Company has therefore not
reported further in respect of these provisions.
Modern Slavery Statement
The Company is not within the scope of the Modern
Slavery Act 2015 because it has not exceeded the
turnover threshold and therefore no further disclosure is
required in this regard.
Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to
report from its operations, nor does it have responsibility
for any other emission-producing sources under the
Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013.
Environmental, Social and Governance (‘ESG’)
The Company seeks to invest in companies that are well
managed with high standards of corporate governance.
The Board believes this creates the proper conditions to
enhance long-term value for shareholders. The Company
adopts a positive approach to corporate governance and
engagement with companies in which it invests.
In pursuit of the above objective, the Board believes
that proxy voting is an important part of the corporate
governance process and considers seriously its obligation
to manage the voting rights of companies in which
it is invested. It is the policy of the Company to vote,
as far as possible, at all shareholder meetings of
investee companies. The Company follows the relevant
applicable regulatory and legislative requirements in the
UK, with the guiding principles being to make proxy
voting decisions which favour proposals that will lead
to maximising shareholder value while avoiding any
conflicts of interest. Voting decisions are taken on a
case-by-case basis by the Sub-Advisor on behalf of the
Company. The Sub-Advisor makes use of an external
agency, Institutional Shareholders Services, a recognised
authority on proxy voting and corporate governance to
assist on voting procedures. The key issues on which the
Sub-Advisor focuses are corporate governance, including
disclosure and transparency, board composition and
independence, control structures, remuneration, and
social and environmental issues.
The Executive Director and Sub-Advisor consider a wide
range of factors when making investment decisions
including an investee company’s ESG credentials.
In making fund investment decisions, the Executive
Director’s assessment includes analysing the fund
manager’s ESG cultural buy-in, its ESG process,
procedures and reporting, its engagement with
underlying portfolio companies and an operational due
diligence review of the relevant manager and fund.
20
STRATEGIC REVIEW – continued
Duty to Promote the Success of the Company
Under section 172 of the Companies Act 2006, the
Directors have a duty to act in the way they consider,
in good faith, would be most likely to promote the
success of the Company for the benefit of its members
as a whole, and in doing so have regard (amongst other
matters) to:
the likely consequences of any decision they
make in the long term;
the need to foster the Company’s business
relationships with its stakeholders, which
includes the shareholders, the Executive
Director and Sub-Advisor and other relevant
parties as listed below;
the need to act independently by exercising
reasonable skill and judgement;
the impact of the Company’s operations on the
community and the environment;
the requirement to avoid a conflict of interests;
the desirability of the Company maintaining a
reputation for high standards of business conduct;
the need to act fairly between members of the
Company; and
the need to declare any interests in proposed
transactions.
The Company has one employee, its Executive Director,
Dr Nairn. As an investment trust, the Company has no
customers or physical assets; the primary stakeholders
are the shareholders, the Executive Director, Sub-
Advisor, and other third-party service providers. The
Company also engages with its investee companies
where appropriate.
Stakeholder Engagement
Shareholders
Communication and regular engagement with
shareholders are given a high priority by the Board. The
Executive Director seeks to maintain regular contact with
major shareholders and is always available to enter into
dialogue with all shareholders. A regular dialogue is also
maintained with the Company’s institutional shareholders
and private client asset managers through the Executive
Director, who regularly reports to the Board on significant
contact, the views of shareholders and any changes to the
composition of the share register.
All shareholders are encouraged, if possible, to attend and
vote at the AGM and at any other general meetings of
the Company (if any), during which the Board is available
to discuss issues affecting the Company. Shareholders
wishing to communicate directly with the Board should
contact the Company Secretary by e-mail or post, details
of which can be found on page 68. The Chairman is
available throughout the year to respond to shareholders,
including those who wish to speak with him in person.
Copies of the Annual and Half-Yearly Reports are
currently issued to shareholders and are also available,
along with the monthly factsheets for downloading from
the Company’s website at www.globalopportunitiestrust.
com. The Company also releases portfolio updates to the
market on a monthly basis.
Executive Director and Sub-Advisor
The non-executive Directors believe that maintaining
a close and constructive working relationship with the
Executive Director and Sub-Advisor is crucial to promoting
the long-term success of the Company in an effective and
responsible way. This ensures the interests of all current
and potential stakeholders are properly taken into account
when decisions are made. The Executive Director attends
all Board meetings and provides reports on investments,
performance, marketing, operational and administrative
matters. The Sub-Advisor is available to attend Board
meetings upon request. An open discussion regarding
such matters is encouraged, both at Board meetings and
by way of ongoing communication between the Board,
the Executive Director and Sub-Advisor. Board members
are encouraged to share their knowledge and experience
with the Executive Director and Sub-Advisor, and where
appropriate, the Board adopts a tone of constructive
challenge. The Board keeps the ongoing performance of
the Executive Director and Sub-Advisor under continual
review and conducts an annual appraisal of both
the parties.
Service Providers
The Company’s day-to-day operational functions are
delegated to several third-party service providers,
each engaged under separate contracts. In addition to
the Sub-Advisor, the Company’s principal third-party
service providers include the Administrator, Auditor,
Company Secretary, Custodian and Registrar. The
Board engages with its service providers to develop
and maintain positive and productive relationships, and
to ensure that they are well informed in respect of all
relevant information about the Company’s business and
activities. The Board, through its Audit and Management
Engagement Committee, keeps the ongoing
performance, fees and continuing appointment of these
service providers under continual review and conducts
an annual appraisal of all third-party service providers.
21
STRATEGIC REVIEW – continued
Investee Companies
The Sub-Advisor is responsible for the day-to-day
management of the Company’s equity investment
portfolio. As such, the Sub-Advisor has primary
responsibility for engaging with investee companies
on behalf of the Company. The Sub-Advisor does so
in accordance with the United Nations Principles for
Responsible Investment, and the UK Stewardship Code
2020, and is a signatory to both regimes.
The Board recognises the importance of engagement
with investee companies. The Board is aware of evolving
expectations in this regard and is committed to working
with the Executive Director and Sub-Advisor, in relation to
future engagement on behalf of the Company.
The above methods for engaging with stakeholders are
kept under review by the Directors and discussed on
a regular basis at Board meetings to ensure that they
remain effective.
Principal Decisions Taken During the Year
The Board is mindful of its responsibilities to the
Company’s stakeholders when making material decisions
on behalf of the Company.
The principal decisions taken by the Board during the year
under review (and post year-end) are as follows:
Transition to Self-Managed Investment Company
Following a review of the strategic direction of the
Company, the Board informed shareholders that it
intended to change the Company’s management
arrangements by becoming a self-managed
investment company. As part of this change Dr Nairn
was appointed as an Executive Director of the
Company and now has overall responsibility for
investment management of the investment portfolio.
The Board’s rationale for becoming a self-managed
investment company, was that it believed that the
Company would be able to access a wider range of
investment management expertise, particularly in
the private capital market, and that there would be
greater flexibility to use specialist third party managers
where appropriate.
At the general meeting held on 17 December 2021
shareholders approved the Board’s proposal for the
Company to become a self-managed investment
company. Following receipt of approval from the
Financial Conduct Authority on 8 June 2022, the
Company successfully transitioned to a self-managed
investment company.
The Board is now fully responsible for the management
of the Company and all required reporting to the FCA
in respect of the safeguarding of the Company’s assets.
Post Year-End Management Changes
As previously detailed in the Chairman’s Statement
on page 3, the Board have approved a number
of changes to the management structure of the
Company.
Following his resignation as an executive of Franklin
Templeton, Dr Nairn is now a full time executive of the
Company.
The Company will be serving notice to terminate its
investment management agreement with Franklin
Templeton Investment Management Limited and the
global listed equities portion of the Company’s portfolio
will be managed by Dr Nairn going forward.
In addition, the Company has entered into a strategic
relationship with Goodhart Partners LLP (‘Goodhart’)
through which Goodhart will introduce opportunities
in the private markets to the Company. As part of
this strategic relationship, Goodhart has also been
appointed to provide investment sub-advisory services
to the Company to assist Dr Nairn in managing the
global listed equities mandate.
The Board believes that these arrangements will
provide a number of benefits for shareholders going
forward (as detailed in the Chairman’s Statement),
including a reduction in the ongoing costs of the
Company. Details of the fees payable to Dr Nairn and
Goodhart can be found in Note 20 on pages 66 and
67 of this report.
Tender Offer
Shareholder approval was granted for the Company
to repurchase up to 20% of its issued share capital by
way of a tender offer at the general meeting held on
17 December 2021.
On 28 February 2022, the Company announced that
a total of 7,305,545 ordinary shares (20% of the
Company’s issued share capital) were repurchased
by the Company to be held in treasury. The ordinary
shares were repurchased at 313.2501 pence per share
which represented a discount of approximately 3.5%
to the NAV per share as at 24 February 2022.
22
Change of Service Providers
As part of the transition to a self-managed investment
company several changes were made to the Company’s
third party service providers. Juniper Partners Limited
was appointed as Company Secretary and Administrator
and J.P. Morgan Chase Bank N.A. was appointed as
Custodian to the Company.
The Board maintains a strong working relationship
with its key third-party service providers. The regular
interaction enables issues and requirements to be dealt
with efficiently and collegiately. The Board conducted
detailed due diligence on the proposed providers prior to
their appointment to ensure they were appropriate for
the Company in its new form. All new service providers
are now well established in their new roles and they
continue to operate in line with agreed service levels.
Succession Planning
Tom Walker retired as a non-executive Director of
the Company following the conclusion of the Annual
General Meeting held on 27 April 2022.
As previously noted in the ‘Transition to Self-Managed’
section on page 21, Dr Nairn was formally appointed
as an Executive Director of the Company at the Annual
General Meeting held on 27 April 2022.
David Ross informed the Board of his intention to retire
as a Director of the Company following the conclusion
of the 2023 AGM. As detailed in the Chairman’s
Statement on page 4, having considered a number of
exceptional candidates, the Nomination Committee
recommended that Katie Folwell-Davies be appointed as
a non-executive Director of the Company.
Katie qualified as a chartered accountant with Touche
Ross gaining experience in both audit and forensic
services before a twenty-year career in corporate
finance advisory. She has international experience
across financial and business services having operated
in the private sector and for government. She became
a member of the corporate finance advisory executive
with responsibilities including chief talent officer and
retired as a Deloitte senior partner in 2020 taking up
the role of investment partner at Twenty 20 Capital, an
internationally focussed private capital investment fund.
She has held a number of board positions as well as
representing Deloitte as a CBI Council Member, chairing
the City Women’s club in London and is currently chair
of the annual international TALiNT industry awards
recognising excellence across the recruitment industry.
As a result of Katie’s extensive accounting and audit
experience, and subject to shareholders electing her to
the Board, it is proposed that she be appointed as Chair
of the Audit and Management Engagement Committee.
The Board has approved Katie’s appointment in
principle subject to shareholders electing her as a non-
executive Director of the Company at the 2023 AGM.
Final Dividend
Having considered income receipts and forecast
revenue, the Board, on the recommendation of the
Audit and Management Engagement Committee,
have proposed that shareholders approve the payment
of a final dividend of 5.0p per ordinary share for the
financial year ended 31 December 2022. Although
the Company’s investment objective is to provide real
long-term total return, the Board is aware that certain
investors also seek income from their portfolio of
investments. In addition, the Board is mindful of the
need to distribute any excess income to maintain the
Company’s status as an investment trust.
For and on behalf of the Board
Cahal Dowds
Chairman
28 March 2023
STRATEGIC REVIEW – continued
23
BOARD OF DIRECTORS
Charles (Cahal) Dowds
1,2,3
Independent Non-Executive Director
Chairman of the Board
Date of appointment: 18 May 2021
Cahal qualified as a chartered accountant with Touche Ross and co-
founded Rutherford Manson Dowds in 1986, advising on a significant
number of large, complex transactions, in the UK and internationally.
Rutherford Manson Dowds was acquired by Deloitte in 1999. He led
Deloitte’s UK advisory corporate finance business from 2005 before
becoming chairman. He also set up and created the UK strategy and
vision for Deloitte Private Markets.
In 2014 he was also appointed vice chairman of Deloitte UK, until his
retirement in 2018. He is a past President of the Institute of Chartered
Accountants of Scotland. He is a non-executive director and chairman
of MarktoMarket Valuations Limited, chairman of Continuum Advisory
Partners and a member of Gresham House plc Strategy Equity Advisory
Group.
David Ross
1,2,3
Independent Non-Executive Director
Chair of the Audit and Management
Engagement Committee
Date of appointment: 1 June 2014
David is a Fellow of the Chartered Association of Certified Accountants.
He was with Ivory & Sime plc, an investment management company,
from 1968 to 1990 becoming Finance Director and Company Secretary
in 1982 and Managing Director from 1988 to 1990. He was a founding
partner of Aberforth Partners LLP, an investment management firm
specialising in investment in UK small quoted companies from 1990
until his retirement in 2014.
He is non-executive chair of JPMorgan US Smaller Companies Investment
Trust plc and a non-executive director of CT Property Trust Limited.
David will retire following the conclusion of the AGM on 26 April 2023.
Hazel Cameron
1,2,3
Independent Non-Executive Director
Chair of the Nomination Committee
Chair of the Remuneration Committee
Date of appointment: 18 May 2021
Hazel qualified as a chartered accountant with Arthur Andersen, before
moving into corporate finance with British Linen Bank and then into private
equity investing, initially with 3i in 1993. She was subsequently UK head
of San Francisco-based technology investment fund Bowman Capital,
before performing the same role for Cross Atlantic Capital Partners, a US
technology venture capital company. She is currently network director at
Growth Capital Partners LLP, an independent adviser and head of portfolio
talent at AIM-listed Gresham House plc, a non-executive director and chair
of the audit committee of Parsley Box Group Limited and a non-executive
director of Continuum Advisory Partners Limited.
Dr Sandy Nairn
Executive Director
Date of appointment: 27 April 2022
Sandy graduated from the University of Strathclyde in 1982 and in 1985
he achieved a PhD in Economics from the University of Strathclyde/
Scottish Business School. He was an economist at the Scottish
Development Agency for a year, before spending four years at Murray
Johnstone as a portfolio manager and research analyst.
Between 1990 and 2000 he was employed by Templeton Investment
Management where he became Executive Vice President and the
Director of Global Equity Research. He was Chief Investment Officer of
Scottish Widows Investment Partnership between 2000 and 2003. He
was one of the founders, chief executive and chief investment officer
of Edinburgh Partners which was established in 2003. Following the
acquisition of Edinburgh Partners by Franklin Resources Inc. in 2018, he
was appointed chairman of the Templeton Global Equity Group. Sandy
has also been the lead portfolio manager for the Company since its
launch in 2003.
Dr Nairn is the author of ‘The End of the Everything Bubble’, a book
published by Harriman House in 2021, in which he analyses at length
the reasons for the unsustainable rise in valuations that led to the bear
market in bonds and equities in 2022.
1
Member of the Audit and Management Engagement Committee
2
Member of the Nomination Committee
3
Member of the Remuneration Committee
24
DIRECTORS’ REPORT
The Directors present their Annual Report and Financial
Statements for the year ended 31 December 2022. In
accordance with the Companies Act 2006, the Listing
Rules and the Disclosure Guidance and Transparency
Rules, the Corporate Governance Report, Directors’
Remuneration Report, Report from the Audit and
Management Engagement Committee and the
Statement of Directors’ Responsibilities should be read
in conjunction with one another, and the Strategic
Report. As permitted by legislation, some of the matters
normally included in the Directors’ Report have instead
been included in the Strategic Report, as the Board
considers them to be of strategic importance.
Directors
The Directors in office at the date of this report are as
shown on page 23.
Corporate Governance
The Company’s Corporate Governance Report is set
out on pages 31 to 35 and forms part of the Directors’
Report.
Results and Dividends
The results for the year are set out in the Financial
Statements on pages 48 to 50 and the Notes to the
Accounts on pages 51 to 67. The Board recommends
the payment of a final dividend of 5.0p to shareholders
for approval at this year’s AGM. Subject to shareholder
approval, the final dividend will be paid on 31 May 2023
to shareholders who are on the register of members as
at close of business on 12 May 2023 with an ex-dividend
date of 11 May 2023.
Share Capital
At 31 December 2022, the Company’s issued share
capital comprised 64,509,642 ordinary shares of one
penny each, of which 35,287,462 ordinary shares are
held in treasury. Shares held in treasury do not carry
voting rights, therefore the total voting rights of the
Company at 31 December 2022 was 29,222,180.
As at 24 March 2023, the total voting rights of the
Company remain unchanged at 29,222,180.
There are no restrictions concerning the transfer of
securities in the Company; no restrictions on voting
rights; no special rights with regard to control attached
to securities; no agreements between holders of
securities that may restrict their transfer or voting rights,
as known to the Company; and no agreements which
the Company is party to that might affect its control
following a successful takeover bid.
At general meetings of the Company, on a show of
hands every shareholder who is present in person
or by proxy shall have one vote and on a poll every
shareholder present in person shall have one vote for
every share held.
Share Issuances/Block Listing
No ordinary shares were issued by the Company during the
year under review. Since 31 December 2022 until 24 March
2023, being the last practical date prior to the publication
of this report, no ordinary shares have been issued by
the Company.
On 11 October 2005, the Company applied for a block
listing of 1,300,000 ordinary shares on the main market
of the London Stock Exchange. As at 31 December
2022, a balance of 745,830 shares may be issued under
this block listing.
Share Buy-Backs/Tender Offer
During the year under review, the Company completed a
tender offer to repurchase up to 20% of its issued share
capital. On 28 February 2022, the Company announced
that a total of 7,305,545 ordinary shares (20% of the
Company’s issued share capital) were repurchased by
the Company to be held in treasury. The ordinary shares
were repurchased at 313.2501 pence per share which
represented a discount of approximately 3.5% to the
NAV per share as at 24 February 2022.
Save for the tender offer,no further buy-backs were
undertaken by the Company during the year under review.
Since 31 December 2022 until 24 March 2023, being the
last practical date prior to the publication of this report, no
ordinary shares have been bought back by the Company.
Treasury Shares
Holding shares in treasury enables a company to cost-
effectively issue shares that might otherwise have been
cancelled. The total number of ordinary shares held in
treasury as at 31 December 2022, including those shares
bought back in prior accounting periods, was 35,287,462
shares. The Board has not set a limit on the number of
ordinary shares that can be held in treasury at any one time.
No shares were issued from treasury during the year
under review.
Major Shareholders
As at 31 December 2022, the Company has been
informed by the following shareholders who hold a
notifiable interest in the voting rights of the Company:
Shareholder
Number of
Shares held
% of total
voting rights
Dr Sandy Nairn 4,161,822 14.24
1607 Capital Partners LLC 2,978,818 10.19
Noble Grossart
Investments Limited 2,008,676 6.87
DC Thomson &
Company Limited 1,525,821 5.22
Rathbone Investment
Management Limited 1,106,209 3.79
The above percentage figures are based on total voting
rights of 29,222,180 ordinary shares.
25
DIRECTORS’ REPORT – continued
The following updates on notifiable interests in the
voting rights of the Company have been received post
year end:
Shareholder
Number of
Shares held
% of total
voting rights
Dr Sandy Nairn 4,261,822 14.58
Remuneration and Related Parties
Details in respect of the Directors’ remuneration are set
out in the Directors’ Remuneration Report on pages 27 to
30. Details of any related party transactions are detailed in
Note 19 on page 66 of the Financial Statements.
As previously disclosed in the Chairman’s Statement, the
Company has entered into a strategic relationship with
Goodhart, through which Goodhart will introduce the
Company to investment opportunities in boutique private
capital managers; specialist funds (such as the Company’s
existing investment in the Volunteer Park Capital Fund
(“VPC”)); and, potentially, co-investments and other
unlisted equity investments.
Dr Nairn is the sole controller of a company which
holds a significant minority shareholding in Goodhart.
Accordingly, the arrangements with Goodhart constitute
a related party transaction under the Listing Rules.
Although the arrangements (including the investment
sub-advisory services) do not require shareholder approval
(having been determined to be a “smaller related party
transaction” in accordance with the class tests under the
Listing Rules), the Company has obtained confirmation
from its sponsor, Dickson Minto, that the terms of the
arrangements with Goodhart are fair and reasonable
from a shareholder perspective.
There are no other transactions with related parties to
report since the financial year end.
Listing Rule 9.8.4R
Listing Rule 9.8.4R requires the Company to include
certain information in a single identifiable section of the
Annual Report or a cross-reference table indicating where
the information is set out. The Directors confirm that there
are no disclosures required to be made in this regard.
Going Concern
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position, are set out in the Strategic
Report on pages 3 to 22. In addition, Notes 16 and 17
on pages 63 to 66 provide details on how the Company
manages its exposure to financial risks and manages
its capital. The Company’s principal and emerging risks
are set out in the Strategic Review on pages 16 to 18.
The Company’s assets consist principally of a diversified
portfolio of listed equity shares, private market
investments, fixed income securities and cash, which,
with the exception of private market investments, in
most circumstances are realisable within a short period
of time and exceed its liabilities by a significant amount.
After due consideration of the above factors, and
the information detailed in the long-term viability
statement below, the Directors have concluded that
the Company has adequate resources to continue in
operational existence for the foreseeable future, being
a period of at least 12 months from the date of the
signing of this Annual Report and Financial Statements.
For this reason, the Directors have adopted the going
concern basis in preparing the Financial Statements.
Long-term Viability Statement
The Directors have assessed the prospects of the
Company over a period longer than one year. The
Board considers that, for a company with an investment
objective to provide shareholders with an attractive real
long-term return by investing globally in undervalued
asset classes, a period of five years is an appropriate
period to consider for the purpose of the long-term
viability statement.
In making its assessment, the Board considered several
factors, including those detailed below:
the Company’s current financial position;
the principal and emerging risks the Company
faces, as detailed in the Strategic Review on
pages 16 to 18 and in Note 16 on pages 63 to
65 of the Financial Statements;
that the portfolio comprises principally of
investments traded on major global stock
markets, private markets, fixed income markets,
and cash, and that there is a satisfactory spread
of investments. The maximum investment in
private markets shall not, in total, exceed 30%
of the Company’s total assets;
that the expenses of the Company are
predictable and modest in comparison with the
assets and there are no capital commitments
foreseen which would alter that position;
that the Company has one employee, Dr
Nairn who manages the investment portfolio.
All of the other Directors are non-executive
and independent, and consequently do not
have any employment-related liabilities or
responsibilities; and
that, should performance be less than the Board
considers to be acceptable, it has appropriate
powers to replace the Executive Director.
The Board considers that, following its assessment, 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 five-year period of its assessment.
Disclosure of Information to the Auditor
In accordance with section 418 (2) of the Companies
Act 2006, each Director confirms that, so far as they are
aware, there is no relevant audit information of which
26
DIRECTORS’ REPORT – continued
the Company’s Auditor is unaware; and, each Director
has taken all the steps that they ought to have taken as
a Director of the Company in order to make themselves
aware of any relevant audit information and to establish
that the Company’s Auditor is aware of that information.
Financial Risk Management
Information about the Company’s financial risk
management is set out in Note 16 on pages 63 to 65 of
the Financial Statements.
Post Balance Sheet Events
Details of the post Balance Sheet events are set out in
Note 20 on pages 66 and 67 of the Financial Statements.
Annual General Meeting
This year’s Annual General Meeting will be held at The
Bonham Hotel, 35 Drumsheugh Gardens, Edinburgh
EH3 7RN on Wednesday, 26 April 2023 at 12:00 noon.
The Board would welcome your attendance at the AGM
as it provides shareholders with an opportunity to ask
questions of both the Board and of the Executive Director.
Resolutions 1 to 9 inclusive deal with the ordinary
business of the meeting, namely the receipt of the Annual
Report and Financial Statements, to approve the Directors
Remuneration Report, to approve the payment of a final
dividend, the election/re-election of the Directors of the
Company, the re-appointment of the Auditor, and to
authorise the remuneration of the Auditor.
In addition to the ordinary business, resolutions relating
to the following special business will be proposed:
Resolution 10: Authority to Allot New Shares
The Directors are seeking to renew their authority to allot
ordinary shares up to a maximum aggregate nominal
amount of £29,222 which represents approximately
10% of the current issued share capital of the Company
(excluding ordinary shares held in treasury). The Directors
believe that it would be beneficial to the Company for
them to allot ordinary shares whenever they consider
that it would be in the best interests of the Company’s
shareholders to do so. Ordinary shares will only be issued
at a premium to the prevailing net asset value per share at
the time of issue.
Resolution 11: Authority to Disapply Pre-emption
Rights
This resolution seeks authority for the Directors to allot
ordinary shares up to an aggregate nominal amount
of £29,222 without first offering them to existing
shareholders. This represents approximately 10% of the
current issued share capital. Ordinary shares will only be
issued at a premium to net asset value at the time of issue.
Resolution 12: Authority to Repurchase Shares
This resolution seeks shareholder approval for the Company
to renew the power to purchase its own ordinary shares.
The Directors believe that the ability of the Company
to purchase its own ordinary shares in the market will
potentially benefit all shareholders of the Company. The
purchase of ordinary shares at a discount to the underlying
net asset value would enhance the net asset value on
the remaining ordinary shares if they were cancelled on
repurchase or reissued (as treasury shares) at a lesser
discount than that on which they were first repurchased.
The Company is seeking shareholder approval
to repurchase up to 4,380,404 ordinary shares,
representing approximately 14.99% of the Company’s
current issued share capital.
The decision as to whether to repurchase any ordinary
shares will be at the absolute discretion of the Board.
Ordinary shares repurchased under this authority may
either be held by the Company in treasury for resale
or cancelled. The Company will fund any purchases by
utilising existing cash resources or loan facilities.
Ordinary shares held in treasury will only be reissued at
a premium to the prevailing net asset value per share at
the time of issue and at a price not less than the market
bid price at the time of purchase.
The authorities sought under resolutions 10 to 12
will expire at the conclusion of the 2024 Annual
General Meeting.
Resolution 13: Notice of General Meetings
The Board believes that it is in the best interests of
shareholders of the Company to have the ability to
call meetings on 14 clear days’ notice should a matter
require urgency. The Board will therefore, as last
year, propose a resolution at the AGM to approve the
reduction in the minimum notice period from 21 clear
days to 14 clear days for all general meetings other than
annual general meetings. The Directors do not intend to
use the authority unless immediate action is required.
The approval will be effective until the Company’s
next AGM. The Company will also need to meet
the requirements for electronic voting under the
Shareholders’ Rights Directive before it can call a general
meeting on 14 clear days’ notice.
The full text of resolutions is set out in the Notice of
Annual General Meeting on pages 73 and 74. The Board
considers the resolutions proposed to be in the best
interests of the Company and shareholders as a whole
and recommends that shareholders vote in favour of
each of these resolutions, as the Directors intend to do
in respect of their own holdings.
By order of the Board
Juniper Partners Limited
Company Secretary
28 March 2023
27
REMUNERATION REPORT
The Board is pleased to present the Company’s
Remuneration Report for the year ended 31 December
2022 which has been prepared in accordance with the
Company’s Act 2006.
The Company’s Auditor is required to audit certain
of the disclosures provided. Where disclosures have
been audited, they are indicated as such. The Auditors’
opinion is included in their report on pages 41 to 47.
On 27 April 2022, the Board resolved to establish
a Remuneration Committee of the Company and
approved its Terms of Reference. Prior to this date the
Board undertook the duties of the Remuneration
Committee.
Committee Members
The Remuneration Committee comprises of all the non-
executive Directors of the Company, each of whom is
considered independent. As permitted by the AIC Code,
and due to the size of the Board, the Chairman, Cahal
Dowds, who was independent on appointment, is a
member of the Committee. Hazel Cameron is Chair of
the Committee.
Role of the Remuneration Committee
The primary responsibility of the Remuneration
Committee is to review the remuneration of the
Directors of the Company to ensure that they remain
commensurate, having regard to the time commitment
and responsibilities of each role, and are comparable
to the level of fees paid to executive and non-
executive directors of other investment companies of a
comparable size. Any proposed changes to Directors’
fees are subject to approval by the Board as a whole.
The Terms of Reference of the Committee are
available on the Company’s website at:
www.globalopportunitiestrust.com/shareholder-
information/key-documents.
Remuneration Policy
The Company’s remuneration policy is that fees payable
to the Directors should be commensurate with the
amount of time Directors are expected to spend on the
Company’s affairs, whilst seeking to ensure that fees
are set at an appropriate level to enable candidates of a
sufficient calibre to be recruited.
Approval of Remuneration Policy
The Company is required to obtain shareholder
approval for its remuneration policy every three years
unless renewed, varied, or revoked by the shareholders
beforehand. The remuneration policy was last approved
by shareholders at the 2022 Annual General Meeting
and will next be submitted for approval by shareholders
at the 2025 Annual General Meeting.
The following table sets out the votes received in
relation to the Remuneration Policy at the 2022 Annual
General Meeting:
Votes cast for* Votes cast against Total
votes
cast
Number
of votes
withheldNumber % Number %
15,061,357 99.81 28,416 0.19 15,089,773 72,045
* Includes discretionary votes.
Annual Remuneration of Non-Executive Directors
Each non-executive Director receives an annual fee by
way of remuneration, payable quarterly in arrears. The
Company does not award any other remuneration or
benefits to its non-executive Directors. There are no bonus
schemes, pension schemes, share option or long-term
incentive schemes in place. Non-executive Directors are
entitled to be repaid all reasonable travel, hotel and
other expenses properly incurred by them in or about
the performance of their duties as director, including any
expenses incurred in attending meetings of the Board and
its Committees or general meetings of the Company.
During the period 1 January 2022 to 16 August 2022,
the non-executive Directors of the Company received
the following fees:
Chairman of the Board: £29,500
Non-executive Director: £21,500
Chair of the Audit and Management
Engagement Committee: +£3,000*
With effect from 17 August 2022, the Board approved
an increase in the non-executive Directors fees to the
following aggregate fee levels:
Chairman of the Board: £33,000
Non-executive Director: £25,000
Chair of the Audit and Management
Engagement Committee: +£3,000*
Chair of the Nomination Committee: +£1,000*
Chair of the Remuneration Committee: +£1,000*
* Additional remuneration paid to each of the respective
committee Chair on top of their standard non-executive
Director fee.
Cap on Non-Executive Directors’ Remuneration
Pursuant to the Articles of Association, the aggregate
amount of fees to be paid to the non-executive Directors of
the Company (excluding the re-imbursement of any incurred
taxable expenses) are currently capped at £150,000 per
annum, provided that such cap may be further amended by
the shareholders by way of ordinary resolution.
28
Non-Executive Directors’ Appointment and Tenure
Each non-executive Director has a letter of appointment
setting out the terms and conditions of their appointment.
They are not entitled to any compensation in the event of
termination of their appointment or loss of office, other
than the payment of any outstanding fees.
Annual Remuneration of the Executive Director
On 27 April 2022, Dr Nairn was appointed as an
Executive Director of the Company. From the date of
his appointment until 8 June 2022, Dr Nairn received
a salary from Franklin Templeton, the Investment
Manager, (a group company of the Company’s former
Alternative Investment Fund Manager, Franklin
Templeton Investment Trust Management Limited),
accordingly, no additional payment was made to
Dr Nairn by the Company.
On 8 June 2022, following the transition of the
Company to a self-managed investment company,
Dr Nairn entered into a Service Agreement with the
Company and assumed full responsibility for the
investment management of the portfolio. At the same
time, Franklin Templeton was appointed as Sub-Advisor
to manage the equity portfolio of the Company.
During the year under review, Dr Nairn was an employee
of, and received a salary from Franklin Templeton. Under
the terms of his Service Agreement with the Company,
and to comply with UK employment law, a nominal salary
of £813 was paid to Dr Nairn during the period 8 June to
31 December 2022.
Dr Nairn’s Service Agreement will remain in force until
terminated by either party giving not less than six
months’ notice.
As noted in the Chairman’s Statement on page 3, as a
result of Dr Nairn resigning from his executive position
at Franklin Templeton, he will receive, with effect from
29 March 2023, a salary of £75,000 per annum (the
Executive Salary) in addition to a £25,000 annual
fee (in line with the fee paid to the Company’s other
directors). Full details of the changes to Company’s
management fee structure are detailed in Note 20 on
pages 66 and 67 of this report.
The Committee is authorised to obtain, at the
Company’s expense, outside legal or other professional
advice on any matters within its Terms of Reference.
Following the Company’s transition to a self-managed
investment company, the Committee sought legal advice
on the appointment and remuneration of Dr Nairn as
Executive Director of the Company.
Annual Report on Remuneration (audited)
A single figure for the total remuneration of each Director for the year ended 31 December 2022 is set out in the
table below alongside the previous years’ total remuneration for comparative purposes:
Director
2022
(£)
2021
(£)
Cahal Dowds
1
30,966 17,858
Hazel Cameron
2
23,676 13,369
David Ross 26,255 25,000
Dr Sandy Nairn
3
813
Teddy Tulloch
4
13,086
David Hough
5
3,831
Tom Walker
6
6,988 21,500
Total Remuneration 88,698 94,644
1
Appointed as a Director on 18 May 2021 and Chairman on 9 June 2021.
2
Appointed as a Director on 18 May 2021 and Chair of both the Nomination and Remuneration Committees on 17 August 2022.
3
Appointed as Executive Director on 27 April 2022.
4
Retired as a Director and Chairman on 9 June 2021.
5
Retired as a Director on 3 March 2021.
6
Retired as a Director on 27 April 2022.
REMUNERATION REPORT – continued
29
REMUNERATION REPORT – continued
Annual Percentage Change in Total Remuneration
The table below is a disclosure under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration
Report) Regulations 2019 and sets out the annual percentage change in each Director’s remuneration received in the
financial period ended 31 December 2022 compared to the financial years ended 31 December 2021 and 31 December
2020. Details of the annual fees paid to Directors can be found on page 27. The percentage changes reflect any change
in a Director’s role or pro-rata fees as detailed in the footnote below.
Change in Total Remuneration (%)
Director 2022 2021 2020
Cahal Dowds
1
73.4 n/a n/a
Hazel Cameron
2
77.1 n/a n/a
David Ross 5.0 6.9
Dr Sandy Nairn
3
n/a n/a n/a
Teddy Tulloch
4
n/a (55.6) 1.7
David Hough
5
n/a (82.2) 2.4
Tom Walker
6
(67.5) 26.5
1
Appointed as a Director on 18 May 2021 and Chairman on 9 June 2021.
2
Appointed as a Director on 18 May 2021 and Chair of both the Nomination and Remuneration Committees on 17 August 2022.
3
Appointed as Executive Director on 27 April 2022.
4
Retired as a Director and Chairman on 9 June 2021.
5
Retired as a Director on 3 March 2021.
6
Retired as a Director on 27 April 2022.
Relative Importance of Directors’ Fees
As at 31 December
2022
(£)
2021
(£)
2020
(£)
Non-executive Directors’ fees 87,885 94,644 97,500
Executive Director and Management fees 337,184 762,031 767,166
Buyback of ordinary shares 23,201,000
1
5,984,000
2
7,020,000
Annual dividend paid to shareholders 1,461,109
3
2,223,000
4
3,025,000
Year on year change
As at 31 December
2022
%
2021
%
2020
%
Non-executive Directors’ fees (6.3) (2.9) 0.6
Executive Director and Management fees (55.8) (0.7) (15.0)
Buyback of ordinary shares 287.7 (14.8) 49.5
Annual dividend paid to shareholders (34.3) (26.5) 11.3
1
During the financial year ended 31 December 2022, a total of 7,305,545 ordinary shares were repurchased into treasury as part of
the tender offer which took place on 28 February 2022.
2
During the financial year ended 31 December 2021, a total of 2,095,000 ordinary shares were repurchased into treasury.
3
A final dividend of 5.0p per ordinary share relating to the financial year ended 31 December 2021 was paid to shareholders on 25
May 2022.
4
A final dividend of 6.0p per ordinary share relating to the financial year ended 31 December 2020 was paid to shareholders on 28
May 2021.
Statement of Voting at the 2022 Annual General Meeting
The following sets out the shareholder votes received at the 2022 Annual General Meeting of the shareholders of the
Company, in respect of the approval of the Directors’ Remuneration Report:
Votes cast for Votes cast against
Total votes cast
Number of
votes withheldNumber % Number %
15,091,284 99.81 28,416 0.19 15,119,700 42,118
30
REMUNERATION REPORT – continued
Directors’ Interests (audited)
There is no requirement under the Company’s Articles of Association, or the terms of appointment, for the Directors
to hold shares in the Company.
The interests of the Directors and any connected persons in the ordinary shares of the Company are shown below:
Director 31 December 2022 31 December 2021
Cahal Dowds 34,987
Hazel Cameron 24,626
David Ross 25,000 25,000
Dr Sandy Nairn
1
4,161,822 n/a
1
In addition to the above beneficial shareholdings, Ms S Nairn, a Person Closely Associated to Dr Nairn, holds 729,666 ordinary
shares in the Company.
On 4 January 2023, Dr Nairn purchased a further 100,000 ordinary shares in the Company bringing his total interest
to 4,261,822 ordinary shares.
None of the non-executive Directors were a party to or had any interest in any contract or arrangement with the
Company at any time during the year or subsequently. As disclosed on page 28, Dr Nairn has a service agreement
with the Company in respect of his appointment as Executive Director.
Directors’ Tenure and Annual Re-election
The Board is mindful of the AIC Code in relation to the tenure of directors (including the chair). The Board does not
consider it appropriate that Directors should be appointed for a specific term, however, in normal circumstances all
Directors (including the chair) will not serve in excess of nine years. All Directors were last re-elected or elected at the
AGM held on 27 April 2022. Other than David Ross, all Directors, whose biographies can be found on page 23, will
stand for re-election at the 2023 AGM.
Ten-year Performance
The below graph compares the total return (assuming all dividends are reinvested) to shareholders, against the UK
Retail Price Inflation rate and the total return of the FTSE All-World Index. The UK Retail Price Inflation rate has been
selected as the objective of the Company is to provide shareholders with an attractive real long-term total return by
investing globally in asset classes. Although the Company has no formal benchmark, the FTSE All-World Index has
been selected as it is considered to represent a broad equity market index against which the performance of the
Company’s assets may be compared.
The following graph tracks a rolling ten-year performance to the financial year end under review:
0%
200%
150%
50%
100%
250%
FTSE All World Total Return Index
20212019201820172016201520142013 2020 2022
UK Retail Price Inflation RateGlobal Opps Trust Total Return Index
The Remuneration Report comprising pages 27 to 30 has been approved and signed on behalf of the Board by:
Hazel Cameron
Chair of the Remuneration Committee
28 March 2023
31
Introduction
The Company is a member of the Association of
Investment Companies (the AIC’).
The Board has considered the principles and provisions of
the 2019 AIC Code of Corporate Governance (the ‘AIC
Code’), which can be found on the AIC website at www.
theaic.co.uk. The AIC Code addresses the principles and
provisions set out in the 2018 UK Corporate Governance
Code (the UK Code’) as issued by the Financial Reporting
Council (the FRC’) as well as setting out additional
provisions on issues that are of specific relevance to the
Company as an investment trust.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been
endorsed by the FRC, provide more relevant information
to shareholders. The terms of the FRC’s endorsement
mean that AIC members who report against the AIC
Code fully meet their obligations under the UK Code
and the related disclosure requirements contained in the
Listing Rules.
The Board confirms that the Company has complied
with the provisions of the AIC Code throughout the
financial year under review, except as set out below.
The Board does not consider it appropriate for a Senior
Independent Director to be appointed as recommended
by provision 6.2.14 of the AIC Code, as it operates
as a unitary Board. The Board does not consider it
appropriate for an external evaluation of the Board to be
carried out as recommended by provision 7.2.26 of the
AIC Code as it believes the current evaluation process to
be objective and rigorous. The Board, the members of
which meet formally at least four times a year and are
in regular contact as required, is also of the view that its
composition is suitably diverse and effective.
Board of Directors
Under the leadership of the Chairman, the Board is
collectively responsible for the long-term sustainable
success of the Company, generating value for
shareholders and contributing to wider society. It
establishes the purpose, values and strategic aims of the
Company and satisfies itself that these and its culture are
aligned. The Board ensures that the necessary resources
are in place for the Company to meet its objectives and
fulfil its obligations to shareholders within a framework
of high standards of corporate governance and effective
internal controls. The Board is responsible for the
determination of the Company’s investment policy and
strategy and has overall responsibility for the Company’s
activities, including the review of investment activity and
performance, and the control and supervision of the
Executive Director, Sub-Advisor and other key suppliers.
The Board seeks to ensure that it has an appropriate
balance of skills and experience, and considers that,
collectively, it has substantial recent and relevant
experience of investment trusts and financial and public
company management. The Chairman, Cahal Dowds, is
deemed by his fellow independent Board members to be
independent and to have no conflicting relationships. He
does not have any other significant commitments that
would affect the time he can commit to the Company’s
affairs. The role and responsibilities of the Chairman are
clearly defined and set out in writing, a copy of which is
available on the Company’s website.
Board Composition
As at 31 December 2022 the Board comprised three
non-executive Directors, all of whom are considered to
be independent, and one Executive Director.
Dr Nairn was formally appointed as an Executive Director
of the Company by shareholders at the AGM held on
27 April 2022 (the 2022 AGM’). Tom Walker retired
as a non-executive Director of the Company at the
conclusion of the 2022 AGM.
Other than their letters of appointment, none of the
non-executive Directors have a contract of service with
the Company nor has there been any other contract
or arrangement between the Company and any non-
executive Director at any time during the year.
The Company’s Executive Director, Dr Nairn, has a
service agreement in place with the Company.
Board Committees
The Board has created the following committees which
have written terms of reference detailing their respective
responsibilities, copies of which are available on the
Company’s website www.globalopportunitiestrust.com.
Audit and Management Engagement Committee
The Audit and Management Engagement Committee
comprises all non-executive Directors of the Company
and is chaired by David Ross.
The Report of the Audit and Management Engagement
Committee which details the role of the committee and
the work it has undertaken during the year under review
can be found on pages 36 to 39 of this report.
Nomination Committee
The Nomination Committee comprises all non-executive
Directors of the Company and is chaired by
Hazel Cameron.
The primary responsibilities of the committee are to
review the structure, size and composition (including the
skills, knowledge, diversity and experience) of the Board
CORPORATE GOVERNANCE REPORT
32
and make recommendations to the Board with regard to
any adjustments that are deemed necessary; to give full
consideration to succession planning for directors in the
course of its work, taking into account the challenges
and opportunities facing the Company and the skills and
expertise needed on the Board; and be responsible for
identifying and nominating for approval of the Board,
candidates to fill board vacancies as and when they arise.
In addition, the committee is responsible for the
annual performance evaluation of the Board and
its committees.
Remuneration Committee
The Remuneration Committee comprises all non-
executive Directors of the Company and is chaired by
Hazel Cameron.
The Remuneration Report and Policy contains details
of the role of the committee and the work it has
undertaken during the year under review can be found
on pages 27 to 30 of this report.
Meeting Attendance
The Board meets in person at least four times a year to
receive and review reports from the Executive Director,
Administrator, and the Company’s other service providers
on a full range of relevant matters, including investments,
marketing, administration, risks and regulatory updates.
Additional meetings are held on an ad-hoc basis as required.
The Board has also created an Audit and Management
Engagement Committee, Nomination Committee and
Remuneration Committee.
Details of Director attendance at Board and Committee
meetings during the year under review are as follows:
Board
Audit and
Management
Engagement
Committee
Cahal Dowds 10/10 3/3
Hazel Cameron 10/10 3/3
David Ross 10/10 3/3
Dr Sandy Nairn
1
4/4 n/a
Tom Walker
2
6/6 1/1
1
Dr Sandy Nairn was appointed on 27 April 2022.
2
Tom Walker retired on 27 April 2022.
3
No meetings of the Nomination Committee or Remuneration
Committee took place in the year to 31 December 2022.
Performance Evaluation
A process of performance evaluation has been
undertaken by which the performance of the Chairman,
each Director, the Audit and Management Engagement
Committee, the Nomination Committee, the
Remuneration Committee (the Board Committees’), and
the Board as a whole, have been evaluated in respect of
the year ended 31 December 2022.
This process consisted of a series of appraisal meetings
and discussions between the Chairman and each of
the other Directors (including the Executive Director).
The independence of the non-executive Directors and
their ability to commit sufficient time to the Company’s
activities was considered as part of the evaluation
process. The ability of non-executive Directors to
provide constructive challenge, strategic guidance,
to offer specialist guidance and to hold third parties
to account was also evaluated during the evaluation
process. The performance of the Chairman was similarly
evaluated by the other Directors, led by the Chairman
of the Nomination Committee. The composition and
performance of the Board Committees were also
assessed as part of the evaluation process.
As a result of the evaluation, the Board considers
that all the current non-executive Directors remain
independent, contribute effectively, have the skills and
experience relevant to the leadership and direction of
the Company and can commit sufficient time to the
Company’s activities. This process is undertaken on
an annual basis. The Board does not consider the use
of external consultants to conduct the performance
evaluation necessary as it is of the opinion that the
use of an external consultant is unlikely to provide
any meaningful advantage over the process that has
been adopted. However, the option of doing so will be
regularly reviewed.
In addition, the non-executive Directors reviewed the
performance of the Executive Director, Dr Nairn. As part
of the review, the non-executive Directors reviewed
the overall performance of the portfolio against the
Company’s investment objective and that of the
Company’s peer group in the AIC Flexible Investment
Sector. The non-executive Directors also considered
Dr Nairn’s interaction with the Board and the quality of
reporting and information provided to the Board for its
quarterly meetings and on an ad hoc basis. Following its
review, the non-executive Directors concluded that the
performance of Dr Nairn as Executive Director was in line
with expectations and that his continued appointment
was in the best interest of shareholders.
CORPORATE GOVERNANCE REPORT – continued
33
CORPORATE GOVERNANCE REPORT – continued
Diversity
The Board regularly reviews its composition and
effectiveness. As part of its review, it considers
succession planning; identification of the skills and
experience required to meet future opportunities; the
challenges facing the Company; and those individuals
who might best provide them. The Board has agreed
that while the benefits of diversity, including gender and
ethnicity, will be taken into account for any new Director
appointments, the priority would be appointment on
merit. Therefore, although the Board is mindful of the
targets in the Listing Rules that the Company will be
required to report against in future financial periods, no
measurable targets in relation to Board diversity have
been set.
Tenure
The Board considers that length of service does
not necessarily compromise the independence or
contribution of the directors of investment trust
companies where experience and continuity can be a
significant strength. As all Directors stand for annual
re-election, no limit has been imposed on the length
of service of any Director, including the Chairman.
The Board consists of an appropriate combination
of Directors and no one individual or small group of
individuals dominates the Board’s decision making.
Succession Planning
Tom Walker retired from Board on 27 April 2022. During
the year under review David Ross, also advised the Board
of his intention to retire with effect from the conclusion
of the forthcoming 2023 AGM. As previously disclosed
in the Chairman’s Statement on page 4 and the Principal
Decisions section on page 21, on the recommendation
of the Nomination Committee, the Board undertook
a search for an additional non-executive Director to
replace David Ross.
After sourcing a list of potential candidates, several
candidates were considered by the Members of the
Nomination Committee. Following completion of the
process, the Nomination Committee agreed that Katie
Folwell-Davies would complement the current skills,
experience and knowledge of the existing Directors and
replace the experience that would be lost following
David Ross’s retirement.
On recommendation from the Nomination
Committee, the Board has considered and approved
the appointment of Katie to the Board in principle,
subject to shareholders electing her as a non-executive
Director of the Company at the 2023 AGM. Subject to
shareholders approving her appointment at AGM, it is
proposed that she replace David Ross as Chair of the
Audit and Management Engagement Committee.
Re-election and Appointment of Directors
Under the Company’s Articles of Association, Directors
are subject to election by shareholders at the first Annual
General Meeting after their appointment. Thereafter, at
each Annual General Meeting, any Director who has not
stood for appointment or re-election at either of the two
preceding Annual General Meetings shall be required to
retire from office and may offer himself for re-election.
Notwithstanding the requirements under the Articles of
Association and in accordance with the AIC Code, the
Board has adopted the policy of requiring each Director
to retire and stand for re-election on an annual basis to
allow shareholders to decide on the appropriateness of
the composition of the Board.
Following completion of the performance evaluation, it
is considered that each Director has the necessary skills
and experience, and continues to contribute effectively
to the management of the Company. In addition, it is
believed that the Board has the relevant expertise and
sufficient time to provide the appropriate leadership and
direction for the Company.
In accordance with the Board’s policy, Cahal Dowds
and Hazel Cameron will stand for re-election as
non-executive Directors of the Company at the 2023
AGM. Dr Nairn will also stand for re-election as an
executive Director of the Company.
As previously noted in the Chairmans Statement on
page 4 of this report, David Ross has advised that he
intends to retire at the conclusion of the 2023 AGM and
will not stand for re-election.
As noted in the Succession Planning section, it is
also proposed that Katie Folwell-Davies be formally
appointed as an independent non-executive Director of
the Company by shareholders at the 2023 AGM.
The Board acknowledges that, as of 16 January 2023,
Cahal Dowds and Hazel Cameron are both directors of
Continuum Advisory Partners Limited (‘Continuum’), a
private limited company. The Board, led by David Ross,
has considered their respective roles with Continuum
and has determined that, notwithstanding their
common directorship, both Cahal and Hazel continue
to provide expert and valued contributions to Board
deliberations, that they both remain independent of
Dr Nairn as Executive Director of the Company and that
this independence, both of character and judgement,
is not impaired by their common directorship. This
assessment will be kept under review and it is noted
that, following David Ross’ retirement from the Board,
it is intended that, subject to her election at the 2023
AGM, Katie Folwell-Davies will be responsible for leading
Board discussions on this matter.
34
CORPORATE GOVERNANCE REPORT – continued
The Board strongly recommends the election and
re-election of each of the independent non-executive
Directors of the Company on the basis of their
expertise and experience in investment matters, their
independence and their continuing effectiveness and
commitment to the Company.
The Board also strongly recommends the re-election
of Dr Nairn as Executive Director of the Company on
the basis of his experience in managing the investment
portfolio and his continuing effectiveness and
commitment to the Company.
Induction of Directors and Ongoing Training
The Board has agreed a procedure for the induction
and training of new Board appointees and training
requirements are dealt with as required.
Company Secretary
The Board also has direct access to the advice and
services from the Company Secretary, Juniper Partners
Limited, who are responsible for ensuring that Board
procedures are followed and that the applicable
regulations are complied with. The Company Secretary is
also responsible to the Board for ensuring timely delivery
of information and reports and also for compliance with
the statutory obligations of the Company.
Conflicts of Interest
A Director must avoid a situation in which he or she has,
or can have, a direct or indirect interest that conflicts, or
may conflict, with the Company’s interests (a situational
conflict). The Articles of Association give the Directors
authority to approve such situations, where appropriate.
It is the responsibility of each individual Director to avoid
an unauthorised situational conflict arising. He or she
must request authorisation from the Board as soon as he
or she becomes aware of the possibility of a situational
conflict arising.
The Board is responsible for considering Directors’
requests for authorisation of situational conflicts and for
deciding whether or not the situational conflict should
be authorised. The factors considered include whether
the situational conflict could prevent the Director from
properly performing his/her duties, whether it has, or
could have, any impact on the Company and whether it
could be regarded as likely to affect the judgement and/
or actions of the Director in question. When the Board
is deciding whether to authorise a conflict or potential
conflict, only Directors who have no interest in the
matter being considered are able to take the relevant
decision, and in taking the decision the Directors
must act in a way they consider, in good faith, will be
most likely to promote the Company’s success. The
Directors are able to impose limits or conditions when
giving authorisation if they think this is appropriate in
the circumstances.
A register of conflicts is maintained by the Company
Secretary and is reviewed at each Board meeting, to
ensure that any authorised conflicts remain appropriate.
Directors are required to confirm at these meetings
whether there has been any change to their position.
Insurance and indemnity
The Board has formalised arrangements under which
the Directors, in the furtherance of their duties, may
seek independent professional advice at the expense of
the Company.
The Company also maintains directors’ and officers’
liability insurance, which includes cover of defence
expenses.
The Company’s Articles of Association provide the
Directors of the Company, subject to the provisions of
UK legislation, with an indemnity in respect of liabilities
which they may sustain or incur in connection with their
appointment. Apart from this, there are no qualifying
third-party indemnity provisions in force.
Risk Management and Internal Control Review
The Directors acknowledge that they have overall
responsibility for the Company’s risk management
and internal control systems and for reviewing
their effectiveness.
An ongoing process, in accordance with the FRC
Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting, has been
implemented for identifying, evaluating and managing
the principal and emerging risks faced by the Company.
This process has been in place throughout the year ended
31 December 2022, and up to the date that the Financial
Statements were approved, and is regularly reviewed
by the Board, through the Audit and Management
Engagement Committee. Key procedures established with
a view to providing effective financial control have also
been in place for the year ended 31 December 2022 and
up to the date the Financial Statements were approved.
The risk management process and systems of internal
control are designed to manage rather than eliminate
the risk of failure to achieve the Company’s investment
objective. It should be recognised that such systems can
only provide reasonable, not absolute, assurance against
material misstatement or loss.
35
CORPORATE GOVERNANCE REPORT – continued
Internal Control Assessment Process
Risk assessment and the review of internal controls are
undertaken by the Board, through delegation to the
Audit and Management Engagement Committee, in the
context of the Company’s overall investment objective.
The review covers the key business, operational,
compliance and financial risks facing the Company.
The Company’s principal and emerging risks are set
out in the Strategic Review on pages 16 to 18 and in
Note 16 on pages 63 to 65 of the Financial Statements.
In arriving at its judgement of what risks the Company
faces, the Board has considered the Company’s
operations in the light of the following factors:
the nature and extent of risks which it regards
as acceptable for the Company to bear within
its overall business objective;
the likelihood of such risks becoming a reality;
the Company’s ability to reduce the incidence
and impact of risk on its performance; and
the cost to the Company and benefits related
to the Company and third parties operating the
relevant controls.
Against this background, the Board has split the review
of risk and associated controls, within the Company’s risk
assessment matrix, into four sections reflecting the nature
of the risks being addressed. These sections are as follows:
corporate strategy;
published information, compliance with laws
and regulations;
relationship with service providers; and
investment and business activities.
The system of internal control can only be designed
to manage rather than eliminate the risk of failure to
achieve business objectives and therefore can provide
only reasonable, but not absolute, assurance against
fraud, material misstatement or loss.
By the means of the procedures set out above, the
Board confirms that it has reviewed the effectiveness of
the Company’s systems of internal controls for the year
ended 31 December 2022, and to the date of approval
of this annual report.
On behalf of the Board
Cahal Dowds
Chairman
28 March 2023
36
As Chair of the Audit and Management Engagement
Committee, I am pleased to present the Committee’s
report to shareholders for the year ended 31 December
2022.
Committee Members
The Audit and Management Engagement Committee
comprises of all the non-executive Directors of the
Company, each of whom is considered independent.
As permitted by the AIC Code, and due to the size
of the Board, the Chairman, Cahal Dowds, who was
independent on appointment, is a member of the
Committee. David Ross is Chair of the Committee.
All Committee members consider that, individually
and collectively, they are appropriately experienced to
fulfil their role on the Committee. All members of the
Committee are qualified accountants. Each member
contributes recent financial experience gained from
senior positions in the finance sector.
The Committee met three times during the financial year
ended 31 December 2022.
The Committee invites the Company’s Auditor, the
Executive Director, Juniper Partners Limited and any
other of its service providers, as required, to attend and
report to the Committee on relevant matters.
Role of the Audit and Management Engagement
Committee
The primary responsibilities of the Audit and
Management Engagement Committee are as follows:
Financial
To review the contents of the annual report and
half yearly financial statements and advise the
Board on whether, taken as a whole, are fair,
balanced and understandable and provides the
information necessary for shareholders to assess
the Company’s position and performance,
business model and strategy;
To report on any significant issues that it has
considered in relation to the annual and half
yearly financial statements and how these were
addressed; and
To make whatever recommendations to the
Board it deems appropriate and to compile
a report to shareholders to be included in
the Company’s annual report and financial
statements.
Audit
To review and approve the annual audit plan
and ensure that it is consistent with the scope
of the audit engagement, including planned
levels of materiality and proposed resources;
and
To assess the effectiveness of the external
audit process, the approach taken to the
appointment or reappointment of the external
auditor, length of tenure of the audit firm,
when a tender was last conducted and advance
notice of any retendering plans.
Going Concern and Viability
To consider the appropriateness of the going
concern basis of accounting in preparing
the annual report and half yearly financial
statements and to identify any material
uncertainties to the Company’s ability to
continue to do so over a period of at least
12 months from the date of approval of the
financial statements; and
To review the disclosures included in the annual
report and financial statements in relation to
the long-term viability of the Company.
Internal Control and Risk Management
To conduct a robust assessment of the
Company’s principal and emerging risks
and confirm in the annual report that it has
completed this assessment; and
To review the Company’s risk management and
internal financial controls, their adequacy and
effectiveness and report on such review in the
annual report.
Service Providers
To review the performance of the Company’s
service providers against their individual terms
of service.
The Terms of Reference of the Committee are
available on the Company’s website at:
https://globalopportunitiestrust.com/shareholder-
information/key-documents
REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT
COMMITTEE
37
Significant Accounting Matters
The following significant accounting matters were considered by the Committee during the year under review.
Significant matter How the issue was addressed
Valuation, existence, and
ownership of investments
The valuation of investments is undertaken in accordance with the accounting
policies as detailed in Note 1 to the accounts. The Board receives regular updates
on the investment portfolio from the Executive Director. The Executive Director is
responsible for the portfolios ongoing compliance with investment policy limits and
will report any breaches to the Board / Committee.
The Administrator reconciles the investment portfolio against the Custody
account on a weekly basis and will report any reconciliation breaks to the Board /
Committee. The Company also receives a quarterly valuation for its level 3 security,
from the fund manager. The valuation of the level 3 security is reviewed by the
Executive Director.
The Company’s Board of Directors has approved the fair value of the level 3
investment.
Recognition of investment
income
The recognition of investment income is undertaken in accordance with accounting
policy Note 1 to the accounts.
The Committee reviewed detailed revenue forecasts as prepared by the
Administrator and considered the allocation of dividend income between revenue
and capital.
Calculation of investment
management fee
The investment management fee was calculated in accordance with the Investment
Management Agreement. The Board reviews expense schedules and the investment
management fee calculation.
Compliance with Sections
1158 and 1159
To ensure that the Company continues to meet the criteria for investment trust
status, the Committee reviewed the Company’s compliance with Sections 1158 and
1159 of the Corporation Tax Act 2010.
The Committee receives quarterly reporting from the Administrator detailing the
Company’s continuing compliance with Sections 1158 and 1159. Throughout
the financial year under review, the Company has maintained its status as an
investment trust.
Going Concern/Long Term
Viability
The Committee reviewed the appropriateness of the adoption of the Going Concern
basis in preparing the accounts. The Committee recommended that the adoption of
the Going Concern basis remained appropriate (see Going Concern statement below).
The Committee also assessed the Long-Term Viability of the Company as detailed on
page 25 and recommended to the Board its expectation that the Company would
remain in operation for the five-year period of the assessment.
Internal Controls During the year, the Committee reviewed and updated, where appropriate, the
Company’s risk assessment. This is done on an ongoing basis. For information on
how this review was undertaken, see pages 34 and 35.
The Company does not have an internal audit function as most of its day-to-day
operations are delegated to third parties, all of whom have their own internal
control procedures. The Committee discussed whether it would be appropriate
to establish an internal audit function and agreed that the existing system of
monitoring and reporting by third parties remains appropriate and sufficient.
REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT
COMMITTEE – continued
38
Auditor Appointment and Tenure
Johnston Carmichael LLP was appointed as Auditor to
the Company on 22 April 2020. David Holmes was the
Audit Partner for the year ended 31 December 2022.
Rotation of the audit partner will take place every
five years in accordance with the Financial Reporting
Council’s Revised Ethical Standard 2016.
There are no contractual obligations that would restrict
the Committee in selecting an alternative external
auditor. The Committee reviews the re-appointment of
the Auditor annually to ensure that the external audit
remains effective and independent.
Assessment of the External Audit Process
In conducting its review of the audit of the Company by
Johnston Carmichael LLP, the Committee considered:
the audit plan for the year, including the audit
team and approach to significant risks;
the Auditor’s arrangements for any conflicts of
interest;
the extent of any non-audit services (all non-
audit services are subject to pre-approval by the
Committee; there were no non-audit services in
the reporting year); and
the statement by the Auditor confirming that
they remain independent within the meaning of
the regulations and their professional standards.
With regards to the effectiveness of the audit process,
the Committee reviewed:
the fulfilment by the Auditor of the agreed
audit plan;
the audit findings report issued by the Auditor
on the audit of the Annual Report and Financial
Statements for the year ended 31 December
2022; and
feedback from the Chair of the Committee and
the Administrator on the audit of the Company.
The Committee concluded that the audit of the Company
was in line with expectations and that the Auditor
remained independent. Accordingly, the Board approved
the Committees recommendation that a resolution in
respect of the re-appointment of Johnston Carmichael
LLP be put to shareholders for approval at the Annual
General Meeting to be held on 26 April 2023.
Audit Fee
The audit fee for the year ended 31 December 2022
was £35,000 (2021: £31,745). The increase in fee
was as a result of the additional audit work which was
required to be undertaken by Johnston Carmichael LLP
following the Company’s transition to a self-managed
investment company.
Fair, Balanced and Understandable
As a result of the work performed, the Audit and
Management Engagement Committee has concluded
that the Annual Report and Financial Statements for
the year ended 31 December 2022, taken as a whole,
are fair, balanced and understandable and provide the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy, and has reported on these findings to
the Board. The Board’s conclusions in this respect are
set out in the Statement of Directors’ Responsibilities
on page 40.
Internal Control and Risk Management
The Committee considered the effectiveness of the
control environments of the Company’s key service
providers during the year.
The Board has therefore established an ongoing process
designed to meet the particular needs of the Company
in managing the risks to which it is exposed, consistent
with the internal control guidance issued by the Financial
Reporting Council. The process relies principally on a risk
based system of internal control whereby a test matrix
is created that identifies the key functions carried out by
the Company and other service providers, the individual
activities undertaken within those functions, the risks
associated with each activity and the controls employed
to minimise those risks.
A formal annual review of the Company’s risk-based
system of internal controls is carried out by the Board
and includes consideration of internal control reports
issued by the service providers, where applicable.
Such review procedures have been in place throughout
the financial year and up to the date of approval of
the Annual Report, and the Board is satisfied with
their effectiveness. These procedures are designed to
manage, rather than eliminate, risk and, by their nature,
can provide only reasonable, not absolute, assurance
against material misstatement or loss. The Company
does not have an internal audit function as the Audit
and Management Engagement Committee believes
that the Company’s structure does not warrant such a
function. This is reviewed by the Committee annually.
REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT
COMMITTEE – continued
39
REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT
COMMITTEE – continued
Review of Service Providers
The Committee reviews the performance of the
Company’s service providers to ensure that they
continue to comply with their terms of service, that
their fees remain competitive, and that their continued
appointment is in the best interests of shareholders.
As previously stated in this report, with effect from
8 June 2022, several changes were made to the
Company’s service providers:
Dr Nairn entered into a service agreement
with the Company to manage the investment
portfolio;
Franklin Templeton Investment Management
Limited was appointed as Sub-Advisor in
respect of the equity portfolio;
Juniper Partners Limited was appointed as
Administrator and Company Secretary;
JP Morgan Chase Bank N.A. was appointed as
Custodian;
the Management Agreement with Franklin
Templeton Investment Trust Management
Limited was terminated;
the Depositary Agreement with Northern Trust
Global Services Limited was terminated.
Following completion of its review of the Company’s
service providers, no matters of concern were raised
to the Board, and the Committee confirmed that the
continuing appointment of the Executive Director,
Dr Nairn, and the Company’s other service providers was
in the best interests of shareholders.
Annual Evaluation
The activities of the Audit and Management
Engagement Committee were considered as part of
the Board appraisal process. The conclusion from the
appraisal was that the Committee continued to operate
effectively, with the right balance of membership,
experience, and skills.
David Ross
Chair of the Audit and Management Engagement
Committee
28 March 2023
40
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable UK law and regulations.
The Companies Act 2006 (the Law’) requires the
Directors to prepare Financial Statements for each
financial period. Under that Law, they have elected to
prepare the Financial Statements in accordance with
UK Accounting Standards (United Kingdom Generally
Accepted Accounting Practice), including FRS 102 “The
Financial Reporting Standard applicable in the UK and
Republic of Ireland”.
Under the Law, the Directors must not approve the
Financial Statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for
that period.
In preparing 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 applicable UK Accounting
Standards have been followed, subject to any
material departures disclosed and explained in
the Financial Statements; and
prepare the Financial Statements on the
going concern basis unless it is inappropriate
to presume that the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that its
Financial Statements comply with the Law and include
the information required by the Listing Rules of the
Financial Conduct Authority. They are also responsible
for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Remuneration Report and Corporate
Governance Statement that comply 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,
www.globalopportunitiestrust.com. The work carried
out by the Auditor does not include consideration of
these matters and, accordingly, the Auditor accepts
no responsibility for any changes that may have
occurred to the Financial Statements since they were
initially presented on the website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Each of the Directors, who are listed on page 23 of this
report, confirm to the best of their knowledge that:
the Financial Statements, prepared in
accordance with the applicable set of UK
Accounting Standards, give a true and fair view
of the assets, liabilities, financial position and
profit or loss of the Company;
the Annual Report includes a fair view of the
development and performance of the business
and the position of the Company together
with a description of the principal risks and
uncertainties that the Company faces; and
in the opinion of the Board, the Annual Report
and Financial Statements taken as a whole,
is fair, balanced and understandable and
provides the information necessary to assess the
Company’s performance, business model and
strategy.
On behalf of the Board
Cahal Dowds
Chairman
28 March 2023
41
INDEPENDENT AUDITOR’S REPORT
to the members of Global Opportunities Trust plc
Opinion
We have audited the financial statements of Global
Opportunities Trust plc (“the Company”), for the year
ended 31 December 2022, which comprise the Income
Statement, the Balance Sheet, 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
United Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
Give a true and fair view of the state of the
Company’s affairs as at 31 December 2022 and
of its return for the year then ended;
Have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
Have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor responsibilities for the audit of
the financial statements section of our report. We are
independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard, as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Our approach to the audit
We planned our audit by first obtaining an understanding
of the Company and its environment, including its key
activities delegated by the Board to relevant approved
third-party service providers and the controls over provision
of those services.
We conducted our audit using information maintained and
provided by Juniper Partners Limited (“the Administrator”)
and JP Morgan Chase Bank (“the Custodian”) to whom
the provision of certain administrative and custodian
functions have been delegated, with the constent of
the Directors. For the period prior to transition of service
providers that took place during the year, we also
conducted our audit using information maintained and
provided by Link Alternative Fund Administrators Limited
(“the Administrator”) and The Northern Trust Company
(“the Custodian”).
We tailored the scope of our audit to reflect our risk
assessment, taking into account such factors as the types
of investments within the Company, the involvement of
the Administrator, the accounting processes and controls,
and the industry in which the Company operates.
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These together with qualitative considerations,
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures
and in the evaluation of the effect of misstatements, both
individually and in aggregate on the financial statements
as a whole.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period
and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole,
and in forming our opinion thereon, we do not provide a
separate opinion on these matters.
We summarise below the key audit matters in arriving
at our audit opinion above, together with how our audit
addressed these matters and the results of our audit work
in relation to these matters.
42
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
Key audit matter
How our audit addressed the key audit matter
and our conclusions
Valuation and ownership of listed investments
(as described on page 37 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 52).
The valuation of the listed investment portfolio at
31 Dec 2022 was £47.3m (31 Dec 2021: £69.6m).
As this is the largest component of the Company’s
Balance Sheet and a key driver of the Company’s net
assets and total return, this has been designated as a key
audit matter, being one of the most significant assessed
risks of material misstatement due to fraud or error.
There is a risk that the investments held at fair value
may not be actively traded and the listed prices may not
therefore be reflective of fair value (valuation).
Additionally, there is a risk that the Company does not
have proper legal title to the investments recorded as
held at year end (ownership).
We performed a walkthrough of the valuation process
at the Administrator and assessed controls reports
provided by the Custodian to evaluate the design and
implementation of key controls.
We compared market prices and exchange rates
applied to all investments with quoted prices held at
31 December 2022 to an independent third-party source
and recalculated the investment valuations.
We obtained average trading volumes from an
independent third-party source for all listed investments
held at year end and assessed their liquidity.
We agreed 100% of the investments held to an
independently obtained custodian report.
From our completion of these procedures, we identified
no material misstatements in relation to the valuation
and ownership of the listed investments.
Valuation and ownership of unlisted investments
(as described on page 37 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 52).
The valuation of the unlisted investment portfolio at
31 Dec 2022 was £22.0m (31 Dec 2021: £14.4m). This
comprised of Level 2 investments valued at £14.3m
(31 Dec 2021: £8.8m) and Level 3 investments valued at
£7.7m (31 Dec 2021: 5.5m).
As this is one of largest components of the Company’s
Balance Sheet, a key driver of the Company’s net assets
and total return, and management are required to
estimate the valuation of the level 3 investment, this has
been designated as a key audit matter, being one of the
most significant assessed risks of material misstatement
due to fraud or error.
Additionally, there is a risk that the Company does not
have proper legal title to the investments recorded as
held at year end (ownership).
We performed a walkthrough of the valuation process
at the Administrator and assessed controls reports
provided by the Custodian to evaluate the design and
implementation of key controls.
We compared the market price applied to the level 2
investment to an independent third-party source and
recalculated the investment valuation.
We tested how management made their estimate of the
fair value of the level 3 investment, which is an interest
in a private equity fund, by agreeing the inputs to
management’s estimate to supporting evidence. These
inputs included;
the net asset value of the fund at its latest
available measurement date closest to the
Company’s year end; and
movements in the fund value between
the fund’s latest measurement date and
the Company’s year-end, as confirmed by
correspondence with the fund manager.
We also assessed the evidence obtained by management
with regard to the appropriateness of the underlying
fund manager’s approach to determining the fair value
of the underlying investments in the fund, with respect
to International Private Equity and Venture Capital
Valution (IPEV) Guidelines.
We agreed the level 3 investment holding to a direct
confirmation from the underlying Fund Manager and
the level 2 investment holding to an independently
received custodian report.
From our completion of these procedures, we identified
no material misstatements in relation to the valuation
and ownership of the unlisted investments.
43
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
Key audit matter
How our audit addressed the key audit matter
and our conclusions
Revenue recognition, including allocation of special
dividends as revenue or capital returns
(as described on page 37 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 51).
Investment income recognised in the year was
£2.2m (31 Dec 2021: £3.5m), consisting primarily of
dividend income from quoted investments. Revenue-
based performance metrics are often one of the key
performance indicators for stakeholders. The investment
income recognised by the Company during the year
directly impacts these metrics and the minimum
dividend required to be paid by the Company under
s.1158 compliance.
There is a risk that revenue is incomplete, did not occur
or is inaccurate, through failure to recognise dividends
or failure to appropriately account for their treatment
as revenue or capital returns. It has therefore been
designated as a key audit matter, being one of the most
significant assessed risks of material misstatement due
to fraud or error.
Additionally, judgement is required in determining the
allocation of special dividends as revenue or capital
returns in the Income Statement.
We performed a walkthrough of the revenue
recognition process (including the process for allocating
special dividends as revenue or capital returns)
at the Administrator to evaluate the design and
implementation of key controls.
We assessed whether income was recognised and
disclosed in accordance with the AIC SORP by assessing
the accounting policies.
We recalculated 100% of dividends due to the
Company based on investment holdings throughout the
year and announcements made by investee companies.
We agreed a sample of dividends received to bank
statements.
We used a third-party independent data source to assess
the completeness of the special dividend population
and determined whether special dividends recognised
were revenue or capital in nature with reference to the
underlying circumstances of the investee companies’
dividend payments.
From our completion of these procedures, we identified
no material misstatements with revenue recognition,
including allocation of special dividends as revenue or
capital returns.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in
determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the financial statements as a whole – we have set materiality as
1% of net assets as we believe that net assets is the primary performance measure
used by investors and is the key driver of shareholder value. In our opinion it is also the
standard industry benchmark for materiality for investment trusts and we determined the
measurement percentage to be commensurate with the risk and complexity of the audit
and the Company’s listed status.
£1,061,000
(2021: £1,161,000)
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.
£796,000
(2021: £870,800)
44
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
Materiality measure Value
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 net return before taxation.
We have also set a separate specific materiality in respect of related party transactions
and Directors’ remuneration.
We used our judgement in setting these thresholds and considered our past experience of
the audit, the history of misstatements and industry benchmarks for specific materiality.
£85,000
(2021: £96,000)
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.
£53,000
(2021: £58,000)
During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation
used at year-end.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
Evaluating management’s method of assessing
going concern, including consideration of
market conditions and uncertainties;
Assessing and challenging the forecast
cashflows and associated sensitivity modelling
used by the Directors in support of their going
concern assessment;
Obtaining and recalculating management’s
assessment of the Company’s ongoing
maintenance of investment trust status;
Evaluating management’s assessment of the
business continuity plans of the Company’s
main service providers; and
Assessing the adequacy of the Company’s
going concern disclosures included in the
Annual Report.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
Other information
The other information comprises the information
included in the Annual Report other than the financial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
contained within the Annual Report. Our opinion
on the financial statements does not cover the other
information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
45
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
The information given in the Strategic Report
and the Directors’ Report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
The Strategic Report and the Directors’ Report
have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
Adequate accounting records have not been
kept by the Company, or returns adequate for
our audit have not been received from branches
not visited by us; or
The financial statements and the part of the
Directors’ Remuneration Report to be audited
are not in agreement with the accounting
records and returns; or
Certain disclosures of Directors’ remuneration
specified by law are not made; or
We have not received all the information and
explanations we require for our audit; or
A corporate governance statement has not
been prepared by the Company.
Corporate governance statement
We have reviewed the Directors’ Statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the entity’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 25;
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 25;
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 25;
The Directors’ statement on fair, balanced and
understandable set out on page 40;
The Board’s confirmation that it has carried
out a robust assessment of the emerging and
principal risks set out on page 16;
The section of the annual report that describes
the review of the effectiveness of risk
management and internal control systems set
out on pages 34 and 35; and
The section describing the work of the Audit
and Management Engagement Committee set
out on pages 36 to 39.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 40, 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.
46
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
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 effect on the
determination of material amounts and disclosures in
the financial statements. The most relevant frameworks
we identified include:
Companies Act 2006;
FCA listing and DTR rules;
The principles of the UK Corporate Governance
Code applied by the AIC Code of Corporate
Governance (the “AIC Code”);
Industry practice represented by the Statement
of Recommended Practice: Financial Statements
of Investment Trust Companies and Venture
Capital Trusts (“the SORP”) issued in July 2022;
Financial Reporting Standard 102; and
The Company’s qualification as an investment
trust under section 1158 of the Corporation Tax
Act 2010.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through
our review of relevant correspondence with regulatory
bodies and board meeting minutes.
We assessed the susceptibility of the 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 allocation of special dividends as
revenue or capital returns and the valuation of unlisted
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.
47
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
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 and
Management Engagement Committee, we were
appointed by the Board on 22 April 2020 to audit the
financial statements for the year ended 31 December
2020 and subsequent financial periods. The period
of our total uninterrupted engagement is three years,
covering the years ended 31 December 2020 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 and Management Engagement 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
28 March 2023
48
INCOME STATEMENT
for the year ended 31 December 2022
2022 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments at fair value through
profit or loss 8 10,158 10,158 3,878 3,878
Foreign exchange gains/(losses) on
capital items 3,149 3,149 (557) (557)
Income 2 2,374 2,374 2,741 802 3,543
Investment management fee 3 (101) (235) (336) (229) (533) (762)
Other expenses 4 (517) (517) (520) (520)
Net return before finance costs
andtaxation 1,756 13,072 14,828 1,992 3,590 5,582
Finance costs
Interest payable and related charges (51) (51) (77) (77)
Net return before taxation 1,705 13,072 14,777 1,915 3,590 5,505
Taxation – overseas withholding tax 5 (94) (94) (270) (270)
Net return after taxation 1,611 13,072 14,683 1,645 3,590 5,235
Return per ordinary share 7 5.3p 43.0p 48.3p 4.4p 9.7p 14.1p
All revenue and capital items in the above statement derive from continuing operations.
The total column of this statement is the profit and loss account of the Company.
The revenue and capital return columns are prepared under guidance issued by the Association of Investment Companies.
A separate Statement of Comprehensive Income has not been prepared as all gains and losses are included in the
Income Statement.
The Notes on pages 51 to 67 form part of these Financial Statements.
49
Note
2022
£’000
2021
£’000
Fixed asset investments
Investments at fair value through profit or loss 8 69,283 83,922
Current assets
Debtors 10 412 493
Cash at bank and short-term deposits 36,629 32,017
37,041 32,510
Current liabilities
Creditors 11 (180) (309)
(180) (309)
Net current assets 36,861 32,201
Net assets 106,144 116,123
Capital and reserves
Called-up share capital 12 645 645
Share premium 1,597 1,597
Capital redemption reserve 14 14
Special reserve 9,760 32,961
Capital reserve 90,098 77,026
Revenue reserve 4,030 3,880
Total shareholders’ funds 106,144 116,123
Net asset value per ordinary share 14 363.2p 317.9p
The Financial Statements on pages 48 to 67 were approved by the Board of Directors on 28 March 2023 and signed
on its behalf by:
Cahal Dowds
Chairman
Registered in Scotland No. 259207
BALANCE SHEET
as at 31 December 2022
The Notes on pages 51 to 67 form part of these Financial Statements.
50
Year ended 31 December 2022 Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
At 31 December 2021 645 1,597 14 32,961 77,026 3,880 116,123
Net return after taxation 13,072 1,611 14,683
Dividends paid 6 (1,461) (1,461)
Share purchases for treasury 13 (23,201) (23,201)
At 31December 2022 645 1,597 14 9,760 90,098 4,030 106,144
Year ended 31 December 2021 Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
At 31 December 2020 645 1,597 14 38,945 73,436 4,458 119,095
Net return after taxation 3,590 1,645 5,235
Dividends paid 6 (2,223) (2,223)
Share purchases for treasury 13 (5,984) (5,984)
At 31December 2021 645 1,597 14 32,961 77,026 3,880 116,123
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
The Notes on pages 51 to 67 form part of these Financial Statements.
51
1 Accounting policies
Statement of compliance
Global Opportunities Trust plc is a company incorporated in Scotland. The Company is registered as a public
limited company and is an investment company within the terms of section 833 of the Act. The registered office
is detailed on page 68. The nature of the Company’s operations and its principal activities are set out in the
Strategic Review on pages 14 to 22.
The Company’s Financial Statements have been prepared under FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” and in accordance with the Act and with the Statement of
Recommended Practice issued by the AIC (the “AIC SORP”). The Company meets the requirements of section
7.1A of FRS 102 and therefore has elected not to present the Statement of Cash Flows for the year ended
31 December 2022.
The comparative figures for the Financial Statements are for the year ended 31 December 2021.
Going concern
The financial statements have been prepared on a going concern basis and on the basis that approval as an
investment trust company will continue to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied
that the Company has adequate resources to continue in operational existence for a period of at least 12 months
from the date when these financial statements were approved.
The Directors have noted that the Company, holding a portfolio consisting principally of liquid listed investments
and cash balances, is able to meet the obligations of the Company as they fall due, any future funding
requirements and finance future additional investments. The Company is a closed end fund, where assets are not
required to be liquidated to meet day-to-day redemptions.
The Directors have completed stress tests assessing the impact of changes and scenario analysis to assist them
in determination of going concern. In making this assessment, the Directors have considered plausible downside
scenarios that have been financially modelled. These tests apply to any set of circumstances in which asset value
and income are significantly impaired. The conclusion was that in a plausible downside scenario, the Company
could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it
is possible the Company could experience further reductions in income and/or market value, the opinion of
the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a
going concern.
The Directors and other service providers have put in place contingency plans to minimise disruption.
Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt on the
Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s
investment portfolio and the Company’s financial position in respect of its cash flows and investment
commitments. Therefore, the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment
business. The Company primarily invests in listed companies.
Income recognition
Dividend and other investment income is included as revenue on the ex-dividend date, the date the Company’s
right to receive payment is established. Dividends from overseas companies are shown gross of withholding tax.
Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash,
the amount of the cash dividend foregone is recognised as income. Any excess or shortfall compared to the cash
dividend is recognised as capital. Special dividends are reviewed on an individual basis to determine whether
they should be accounted for as revenue or capital. Income from private equity holdings is recognised upon
notification of irrevocable income distribution by the general partner. Deposit and fixed income receivable is
included on an accruals basis.
NOTES TO THE FINANCIAL STATEMENTS
at 31 December 2022
52
1 Accounting policies – continued
Expenses and finance costs
All management expenses and finance costs are accounted for on an accruals basis. From 1 January 2021 the
Company charges 30% of management fees and finance costs related to borrowings to revenue in the Income
Statement and 70% to capital in the Income Statement. All other operating expenses and finance costs are
charged to revenue in the Income Statement, except costs that are incidental to the acquisition or disposal of
investments, which are charged to capital in the Income Statement. Transaction costs are included within the
gains and losses on investments, as disclosed in the Income Statement.
Investments
In accordance with FRS 102, Sections 11 and 12, all investments held by the Company are designated as held at
fair value upon initial recognition and are measured at fair value through profit or loss in subsequent accounting
periods. Investments are initially recognised at cost, being the fair value of the consideration given.
After initial recognition, investments are measured at fair value, with changes in the fair value of investments
recognised in the Income Statement and allocated to capital. Realised gains and losses on investments sold are
calculated as the difference between sales proceeds and cost.
For investments actively traded in organised financial markets, fair value is generally determined by reference to
Stock Exchange quoted market bid prices at the close of business on the Balance Sheet date, without adjustment
for transaction costs necessary to realise the asset. For the European Long-Short Fund, fair value is determined
with reference to its daily NAV published on the London Stock Exchanges’ Electronic Trading Service (SETS).
Unquoted investments are valued by the Directors at fair value, using the guidelines on valuation published by
the International Private Equity and Venture Capital Association (“IPEV”).
This represents the Directors’ view of the amount for which an asset could be exchanged between
knowledgeable willing parties in an arm’s length transaction. Additional information on the valuation of
unquoted investments is detailed in Note 8.
Foreign currency
The Financial Statements have been prepared in sterling, rounded to the nearest £’000, which is the functional
and reporting currency of the Company. Sterling is the currency of the primary economic environment in which
the Company operates.
Transactions denominated in foreign currencies are converted to sterling at the actual exchange rate as at the
date of the transaction. Assets and liabilities denominated in foreign currencies at the year end are reported
at the rate of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate
subsequent to the date of the transaction is included as an exchange gain or loss in the Income Statement, in the
capital or the revenue column, depending on whether the gain or loss is of a capital or revenue nature.
Taxation
The charge for taxation is based on the net revenue for the year and takes into account taxation deferred or
accelerated because of timing differences between the treatment of certain items for accounting and taxation
purposes. Full provision for deferred taxation is made under the liability method, without discounting, on all timing
differences between taxable profits and total comprehensive income that have arisen but not been reversed by the
Balance Sheet date, unless such provision is not permitted by FRS 102. Deferred tax assets are only recognised if it
is considered more likely than not that there will be suitable profits from which the future reversal of the underlying
timing differences can be deducted. Timing differences are differences arising between the Company’s taxable profits
and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.
Cash at bank and short-term deposits
Cash at bank and short-term deposits comprise cash at bank and short-term deposits with an original maturity
date of three months or less.
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
53
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
1 Accounting policies – continued
Short-term debtors and creditors
Debtors and creditors with no stated interest rate and receivable within one year are recorded at transaction
price. Any losses arising from impairment are recognised in the Income Statement in other operating expenses.
Dividends payable to Shareholders
Dividends payable are accounted for when they become a liability of the Company. Final dividends are
recognised in the period in which they have been approved by Shareholders in a general meeting. Interim
dividends are recognised in the period in which they have been declared and paid.
Own shares held in treasury
From time to time, the Company buys back shares and holds them in treasury for potential sale at a later date
or for cancellation. The consideration paid and received for these shares is accounted for in Shareholders’ funds
and, in accordance with the AIC SORP, the cost has been allocated to the Company’s special reserve. The cost of
shares sold from treasury is calculated by taking the average cost of shares held in treasury at the time of sale.
Any difference between the proceeds from shares sold from treasury and above average cost is taken to share
premium.
Judgements and key sources of estimation uncertainty
The preparation of the Financial Statements requires the Company to make judgements, estimates and
assumptions that affect the application of policies and reported amounts in the financial statements. The
estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making judgements
about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates.
The areas requiring judgement and estimation in the preparation of the financial statements are: the valuation of
unquoted investments; and recognising and classifying unusual or special dividends received as either revenue or
capital in nature. The policy for the valuation of unquoted investments is detailed in the investments section of
Note 1 and additional information is detailed in Note 8.
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.
Reserves
Share premium
The share premium account represents the accumulated premium paid for shares issued in previous periods
above their nominal value less issue expenses.
This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve:
costs associated with the issue of equity; and
premium on the issue of shares.
Capital redemption reserve
The capital redemption reserve represents non-distributable reserves that arise from the purchase and
cancellation of shares.
54
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
1 Accounting policies – continued
Special reserve
The Special Reserve was created by a reduction in the share premium account by order of the High Court. The
costs of share buy backs, including shares acquired through the tender offer, and any related stamp duty and
transaction costs, if applicable, are charged to the Special Reserve. The Special Reserve is distributable.
Capital reserve
The following are taken to the capital reserve through the capital column in the Income Statement:
Capital reserve – other, forming part of the distributable reserves:
gains and losses on the realisation of investments;
realised exchange differences of a capital nature;
70% of management fees and finance costs related to borrowings; and
expenses, together with related taxation effect, charged to this account in accordance with the above policies.
Capital reserve – investment holding gains, not distributable:
net movement arising from changes in the fair value of investments.
Revenue reserve
The revenue reserve represents the surplus of accumulated profits and is distributable.
2 Income
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Income from investments
UK dividend income 522 522 622 802 1,424
Overseas dividend income 1,663 1,663 2,089 2,089
Fixed income 13 13
Income from investments 2,185 2,185 2,724 802 3,526
Total income comprises
Dividend income 2,185 2,185 2,711 802 3,513
Rebate income
1
68 68 17 17
Bank interest 121 121
Fixed income 13 13
2,374 2,374 2,741 802 3,543
1
Rebate of management fee from managed investment fund held in the investment portfolio.
3 Management fee
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 101 235 336 229 533 762
101 235 336 229 533 762
55
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
3 Management fee – continued
With effect from 8 June 2022, the Company appointed Franklin Templeton Investment Management Limited
(“FTIML”) as the Company’s Sub-Advisor. Under the Investment Management Agreement, the Sub-Advisor
is entitled to a fee paid quarterly in arrears at the rate of 0.35% per annum of the market value of equity
securities, 0.05% per annum of the market value of bonds and other debt instruments and 0.02% of the value
of cash and cash equivalents. No performance fee will be paid.
In December 2021, the Company invested in the Templeton European Long-Short Equity SIF, a Luxembourg
Specialised Investment Fund managed by an affiliate of the Sub-Advisor, Franklin Templeton International
Services S.a r.l. (“FTIS”). The Company benefits from a management fee rebate payable by FTIS in respect of the
Company’s investment in the SIF and to avoid any double charging in respect of the remaining management
fees payable to FTIS, the value of the Company’s investment in the SIF is excluded from the market value of
equity securities, prior to calculation of the management fees payable by the Company to the Sub-Advisor. The
Company’s investment in the Volunteer Park Capital Fund SCSp is also excluded from the market value of equity
securities, prior to calculation of the management fees payable by the Company to the Sub-Advisor.
Prior to the appointment of FTIML as Sub-Advisor, Franklin Templeton Investment Trust Management Limited
was the Company’s AIFM and was entitled to a management fee paid monthly in arrears at the rate of 0.75%
per annum of the equity market capitalisation of the Company to £100,000,000 and at a rate of 0.65% per
annum of the equity market capitalisation which exceeded this amount. The equity market capitalisation was
based on shares in circulation which excluded shares held in treasury. No performance fee was paid.
During the year ended 31 December 2022, the management fees payable totalled £336,000 (2021: £762,000). At
31 December 2022, there was £84,000 outstanding payable (2021: £124,000) in relation to management fees.
During the year ended 31 December 2022, the administration fees payable to the Administrator, as detailed in
Note 4, totalled £165,000 (2021: £144,000). At 31 December 2022, there was £14,000 outstanding payable
to the Administrator (2021: £24,000) in relation to administration fees. Juniper Partners Limited succeeded Link
Alternative Fund Administrators Limited as Administrator on 8 June 2022.
During the year ended 31 December 2022, the Company paid Edinburgh Partners £11,000 (2021: £25,000)
for marketing-related services. At 31 December 2022, there was £nil outstanding to Edinburgh Partners (2021:
£6,000) in relation to marketing-related services. The fees for marketing-related services are included within
marketing and website costs as detailed in Note 4.
Details of the new fees to be paid to Dr Nairn and Goodhart Partners LLP can be found in Note 20 on pages 66
and 67.
4 Other expenses
2022
£’000
2021
£’000
Audit fees and expenses (net of VAT) for:
Audit 41 29
Directors’ remuneration 89 95
Directors’ national insurance 3 4
Administration fee 165 144
Legal and professional fees 100 119
Registrar fees 21 12
Marketing and website costs 18 29
London Stock Exchange and FCA fees 18 16
Depositary and custodian fees 15 27
AIC membership fee 8 8
Other expenses 39 37
517 520
Directors’ remuneration and outstanding amounts are detailed in the Directors’ Remuneration Report.
56
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
5 Taxation
a) Analysis of charge in year
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax
Overseas tax suffered 94 94 270 270
94 94 270 270
b) The current taxation charge for the year differs from the standard rate of Corporation Tax in the UK of 19%
(2021: 19%). The differences are explained below:
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 1,705 13,072 14,777 1,915 3,590 5,505
Theoretical tax at UK corporation tax rate
of 19% (2021: 19%) 324 2,484 2,808 364 682 1,046
Effects of:
– UK dividends that are not taxable (99) (99) (118) (152) (270)
– Foreign dividends that are not taxable (316) (316) (397) (397)
– Non-taxable investment gains (2,528) (2,528) (631) (631)
– Unrelieved excess expenses 91 44 135 151 101 252
– Overseas tax suffered 94 94 270 270
94 94 270 270
At 31 December 2022, the Company had no unprovided deferred tax liabilities (2021: £nil). At that date, based
on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses
of £13,235,000 (2021: £12,520,000) that are available to offset future taxable revenue. A deferred tax asset of
£3,308,750 (2021: £3,130,075) based on the effective rate of 25% (2021: 25%), which is effective from 1 April
2023, has not been recognised because the Company is not expected to generate sufficient taxable income in
future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able
to reduce future tax liabilities through the use of existing surplus losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments
because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for
approval as an investment trust company, pursuant to sections 1158 and 1159 of the CTA.
57
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
6 Dividends
2022
£’000
2021
£’000
Declared and paid
Amounts recognised as distributions to Ordinary Shareholders in the year.
2021 final dividend of 5.0p per share paid on 25 May 2022 (2021: year ended
31 December 2020 final dividend of 6.0p paid on 28 May 2021). 1,461 2,223
1,461 2,223
2022
£’000
2021
£’000
Proposed
Detailed below is the proposed final dividend per share in respect of the year ended
31 December 2022, which is the basis on which the requirements of section 1159
of the Corporation Act 2010 are considered.
2022 final dividend of 5.0p per share (2021 final dividend of 5.0p per share paid
on 25 May 2022). 1,461 1,461
The Directors recommend a final dividend of 5.0p per share for the year ended 31 December 2022 (2021:
final dividend of 5.0p per share, paid on 25 May 2022). Subject to Shareholder approval at the Annual
General Meeting to be held on 26 April 2023, the dividend will be payable on 31 May 2023 to Shareholders
on the register at the close of business on 12 May 2023. The ex-dividend date will be 11 May 2023. Based on
29,222,180 shares, being the number of shares in issue (excluding shares held in treasury) at 24 March 2023,
being the latest practical date prior to the publication of this report, the total dividend payment will amount to
£1,461,000. The proposed dividend will be paid from the revenue reserve.
7 Return per share
2022 2021
Net
return
£’000
Number of
shares
1
Per
share
pence
Net
return
£’000
Number of
shares
1
Per
share
pence
Revenue return after taxation 1,611 30,383,061 5.3 1,645 37,096,274 4.4
Capital return after taxation 13,072 30,383,061 43.0 3,590 37,096,274 9.7
Total return after taxation 14,683 30,383,061 48.3 5,235 37,096,274 14.1
¹ Weighted average number of ordinary shares, excluding shares held in treasury, in issue during the year.
58
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
8 Investments
2022
£’000
2021
£’000
Equity investments 69,283 78,142
Fixed income investments 5,780
69,283 83,922
2022
£’000
2021
£’000
Analysis of investment portfolio movements
Opening book cost 84,582 100,586
Changes in fair value of investments (660) 3,064
Opening fair value 83,922 103,650
Movements in the year:
Purchases at cost 21,645 25,681
Sales – proceeds (46,442) (49,287)
– realised gains on sales 878 7,602
Changes in fair value of investments 9,280 (3,724)
Closing fair value 69,283 83,922
2022
£’000
2021
£’000
Closing book cost 60,663 84,582
Changes in fair value of investments 8,620 (660)
Closing fair value 69,283 83,922
The Company sold investments in the year ended 31 December 2022 for a total of £46,442,000 (2021:
£49,287,000). The book cost of these investments when purchased was £45,564,000 (2021: £41,680,000).
These investments have been revalued over time and until they were sold any unrealised gains or losses were
included in the fair value of investments.
Within the equity investments detailed above, there is included the Company’s investment in the Templeton
European Long-Short Equity SIF, a Luxembourg Specialised Investment Fund, a sub-fund of Franklin Templeton
Specialised Funds, a Luxembourg investment company with variable capital – specialised investment fund, as
detailed in Note 9, which was valued at £14,298,000 at 31 December 2022 (2021: £8,838,000). As at 31 March
2022, the most recent year end of the Templeton European Long-Short Equity SIF, the aggregate amount of
capital and reserves was US$18,475,000 (2021: US$5,026,000). For the year to 31 March 2022 the profit for the
year after tax and distributions was US$1,819,000 (2021: US$26,000).
Within the equity investments detailed above, there is an unquoted investment in the Volunteer Park Capital
Fund SCSp, a Luxembourg Special Limited Partnership, as detailed in Note 9, which was valued at £7,708,000
at 31 December 2022 (2021: £5,515,000). As at 31 December 2021, the most recent year end of the
Volunteer Park Capital Fund SCSp, the aggregate amount of capital and reserves was US$37,082,000 (2021:
US$6,349,000). For the year to 31 December 2021 the profit for the year after tax and distributions was
US$5,459,000 (2021: loss US$796,000). Please see Note 19 for additional information on this investment.
59
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
8 Investments – continued
2022
Total
£’000
2021
Total
£’000
Analysis of capital gains and losses
Realised gains on sales 878 7,602
Changes in fair value of investments 9,280 (3,724)
10,158 3,878
Transaction costs
During the year, the Company incurred transaction costs of £49,000 (2021: £41,000) and £28,000 (2021:
£48,000) on purchases and sales of investments respectively. These amounts are included in gains on
investments at fair value, as disclosed in the Income Statement on page 48 of these Financial Statements.
Fair value hierarchy
In accordance with FRS 102, the Company must disclose the fair value hierarchy of financial instruments. The
different levels of the fair value hierarchy are as follows:
1 The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at
the measurement date.
2 Inputs other than quoted prices included within level 1 that are observable (developed using market data)
for the asset or liability, either directly or indirectly.
3 Inputs are unobservable (for which market data is unavailable) for the asset or liability.
The fair value measurement of financial instruments as at 31 December 2022, by the level in the fair value
hierarchy into which the fair value measurement is categorised is detailed below.
Financial assets at fair value through profit or loss at 31December 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 47,277 14,298 7,708 69,283
47,277 14,298 7,708 69,283
Financial assets at fair value through profit or loss at 31December 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 69,569 8,838 5,515 83,922
69,569 8,838 5,515 83,922
The Company’s level 2 investment is its investment in the Templeton European Long-Short Equity SIF.
60
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
8 Investments – continued
Fair value of Level 3 investments
31December
2022
£’000
31December
2021
£’000
Opening fair value of investments 5,515
Purchases 300 6,534
Changes in fair value of investments 1,893 (1,019)
Closing fair value of investments 7,708 5,515
The Company’s level 3 investment is its investment in Volunteer Park Capital Fund SCSp.
The fair value of the Company’s investments in private equity funds is based on its share of the total net asset
value of the fund calculated on a quarterly basis, being the measurement date. The fair value of the private
equity funds is derived from the value of its underlying investments using a methodology which is consistent
with the IPEV guidelines. The Company reviews the fair valuation methodology adopted for the underlying
investments of the private equity funds on a quarterly basis and will adjust where it does not believe the
valuations represent fair value. Where formal valuations are not completed as at the Balance Sheet date, the
last available valuation is adjusted to reflect any changes in circumstances from the last formal valuation date to
arrive at the estimate of fair value.
9 Significant holdings
As detailed in Note 8, as at 31 December 2022, the Company owned 67.4% (2021: 67.4%) of the net assets
of the Templeton European Long-Short Equity SIF, a Luxembourg Specialised Investment Fund, a sub-fund of
Franklin Templeton Specialised Investment Funds, a Luxembourg investment company with variable capital –
specialised investment fund. The registered office of Franklin Templeton Specialised Funds is 8A, rue Albert
Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg.
As detailed in Note 8, as at 31 December 2022, the Company owned 25% (2021: 25%) of the net assets of the
Volunteer Park Capital Fund SCSp, a Luxembourg Special Limited Partnership. The registered office of Volunteer
Park Capital Fund SCSp is 412F, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg.
The Company had no other holdings of 3.0% or more of the share capital of any portfolio companies.
10 Debtors
2022
£’000
2021
£’000
Accrued fixed interest income 3
Dividend income receivable 24 153
Prepayments and accrued income 16 23
Rebate income receivable 56 11
Taxation recoverable 316 303
412 493
11 Creditors: amounts falling due within one year
2022
£’000
2021
£’000
Management fees payable 84 124
Other creditors and accruals 96 185
180 309
61
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
12 Share capital
Number
of shares
Ordinary 1p
2022
£’000
Number
of shares
Ordinary 1p
2021
£’000
Allotted, called-up and fully paid:
At 1 January 64,509,642 645 64,509,642 645
At 31 December 64,509,642 645 64,509,642 645
The voting rights attached to the Company’s shares are detailed in the Directors’ Report on page 24.
Duration of the Company
The Company does not have a termination date or the requirement for any periodic continuation vote.
13 Own shares held in treasury
Details of own shares purchased for and sold from treasury are shown below:
2022
Number of
shares
2021
Number of
shares
At 1 January 27,981,917 25,886,917
Shares purchased for treasury 7,305,545 2,095,000
At 31 December 35,287,462 27,981,917
During the year ended 31 December 2022, 7,305,545 shares (2021: 2,095,000) were purchased under the
tender offer for treasury at a cost of £23,201,000 (2021: £5,984,000) and no shares were sold from treasury
(2021: none).
14 Net asset value per share
The NAV, calculated in accordance with the Articles of Association, is as follows:
2022
pence
2021
pence
Share 363.2 317.9
The NAV is based on net assets of £106,144,000 (2021: £116,123,000) and on 29,222,180 (2021: 36,527,725)
shares, being the number of shares, excluding shares held in treasury, in issue at the year end.
62
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
15 Analysis of financial assets and liabilities
Interest rate and currency profile
The interest rate and currency profile of the Company’s financial assets and liabilities were:
2022 2021
No
interest
rate
exposure
£’000
Cash
flow
interest
rate risk
exposure
£’000
Total
£’000
No
interest
rate
exposure
£’000
Cash
flow
interest
rate risk
exposure
£’000
Total
£’000
Equity shares
US dollar 30,310 30,310 16,726 16,726
Euro 13,352 13,352 21,410 21,410
Sterling 11,026 11,026 15,305 15,305
Japanese yen 10,062 10,062 14,620 14,620
Swiss franc 2,277 2,277 5,050 5,050
South Korean won 2,256 2,256 2,584 2,584
Singapore dollar 2,447 2,447
Fixed income investment
US dollar 5,780 5,780
Cash at bank and short-term deposits
US dollar 13,036 13,036 22,228 22,228
Japanese yen 9,766 9,766 7,972 7,972
Swiss franc 3,802 3,802 1,800 1,800
Sterling 10,013 10,013 17 17
South Korean won 12 12
Debtors
Swiss franc 177 177 145 145
Euro 121 121 145 145
Sterling 16 16 140 3 143
Singapore dollar 48 48
South Korean won 15 15 12 12
Japanese yen 25 25
US dollar 58 58
Creditors
Sterling (180) (180) (309) (309)
69,515 36,629 106,144 78,323 37,800 116,123
At 31 December 2022, the Company had no financial liabilities other than the short-term creditors as stated
above. The carrying amount on the Balance Sheet approximates the fair value of all financial assets and liabilities.
At 31 December 2022, the Company has undrawn financial commitments relating to its investment in Volunteer
Park Capital Fund SCSp of US$1,406,000, equivalent to £1,162,000 (2021: US$1,743,000, equivalent to
£1,291,000).
63
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
15 Analysis of financial assets and liabilities – continued
The following exchange rates were used to convert investments, assets and liabilities to the functional currency
of the Company which is sterling.
Foreign Exchange rates against sterling
2022 2021 Change
Japanese yen 158.60 155.96 2%
Euro 1.13 1.19 (5)%
US dollar 1.21 1.35 (10)%
South Korean won 1,525.33 1,610.30 (5)%
Swiss franc 1.12 1.23 (9)%
Singapore dollar 1.62 1.83 (11)%
16 Risk analysis
The Company is exposed to various types of risk that are associated with financial instruments. The most
important types are price risk, foreign currency risk and liquidity risk.
The Executive Director monitors the financial risks affecting the Company on an ongoing basis within the policies
and guidelines determined by the Board. The Directors receive financial information, which is used to identify
and monitor risk, quarterly. The Company may enter into derivative contracts to manage risk. A description of
the principal risks the Company faces and agreed policies for managing its risk exposures are set out below.
Price risk
The Company is exposed to market risk due to fluctuations in the price risk of its investments. Price risk
arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It
represents the potential loss the Company might suffer through holding market positions in the face of price
movements. The Executive Director monitors the prices of financial instruments held by the Company on an
ongoing basis.
The Executive Director actively monitors market and economic data and reports to the Board, which considers
investment policy on a regular basis. The NAV of the Company is issued daily to the London Stock Exchange and
is also available on the Company’s website at www.globalopportunitiestrust.com.
Details of the Company’s investment portfolio as at 31 December 2022 are disclosed in the Portfolio of
Investments on page 9.
If the investment portfolio valuation fell by 5.0% from the amount detailed in the Financial Statements as
at 31 December 2022, it would have the effect, with all other variables held constant, of reducing the total
return before taxation and therefore net assets by £3,464,000 (2021: £4,196,000). An increase of 5.0% in the
investment portfolio valuation would have an equal and opposite effect on the total return before taxation and
net assets.
Foreign currency risk
The functional currency of the Company is sterling. The international nature of the Company’s investment
activities gives rise to a currency risk which is inherent in the performance of its overseas investments. The
Company’s overseas income is also subject to currency fluctuations.
It is not the Company’s policy to hedge this risk on a continuous basis.
Details of the Company’s foreign currency risk exposure as at 31 December 2022 are disclosed in Note 15.
If sterling had strengthened by 5.0% against all other currencies on 31 December 2022, with all other variables
held constant, it would have the effect of reducing the total return before taxation and net assets by £4,263,000
(2021: £5,048,000). If sterling had weakened by 5.0% against all other currencies, there would have been an
equal and opposite effect on the total return before taxation and net assets.
64
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
16 Risk analysis – continued
Liquidity risk
The Company’s policy with regard to liquidity is to ensure continuity of funding. Short-term flexibility is achieved
through cash management.
Investments in private markets are more difficult to value than those in public markets. The valuations of the
Company’s interests in private markets used to calculate the NAV (which is calculated and published on a daily
basis) will be based on the Company’s ‘fair values’ of those interests, applying valuation techniques which are
consistent with the International Private Equity and Venture Capital Valuation Guidelines. Such estimates, and
any NAV published by the Company, may vary (in some cases materially) from realised or realisable values. Such
private market investments are likely to be formally valued on a quarterly basis but this will depend on the nature
of the specific investments.
Investments in private markets are less liquid than those in public markets. There may not be a secondary market
for interests in private market investments. Such illiquidity may affect the Company’s ability to vary its portfolio or
dispose of or liquidate part of its portfolio, in a timely fashion (or at all) and at satisfactory prices in response to
changes in economic or other conditions. If the Company were required to dispose of or liquidate an investment
on unsatisfactory terms, it may realise less than the value at which the investment was previously recorded,
which could result in a decrease in NAV.
There may be restrictions on the transfer of interests in private markets investments that mean that the Company
will not be able to freely transfer its interests. For instance, the sale or transfer of interests in private market
investments may be subject to the consent or approval of the issuer or (other) holders of the relevant interests,
and obtaining such consent or approval cannot be guaranteed. Contractual restrictions on transfer may exist in
shareholder agreements or the issuer’s constitutional documents. Accordingly, if the Company were to seek to
exit from any of its investments in private market investments, the sale or transfer of interest may be subject to
delays or additional costs, or may not be possible at all.
Investments in illiquid assets may impact on the Company’s ability to buy back its shares.
The Company’s assets comprise mainly of readily realisable securities which, it is believed, can be sold freely to
meet funding requirements if necessary. Securities listed on a recognised stock exchange have been valued at
bid prices and exchange rates ruling at the close of business on 31 December 2022. In certain circumstances,
the market prices at which investments are valued may not represent the realisable value of those investments,
taking into account both the size of the Company’s holding and the frequency with which such investments are
traded.
The maturity profile of the Company’s financial liabilities, including creditors, is as follows:
As at
31December
2022
£’000
As at
31December
2021
£’000
In one year or less 180 309
180 309
65
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
16 Risk analysis – continued
Other risks
Other risks the Company is exposed to that are associated with financial instruments are credit risk, interest rate
risk and gearing risk.
A description of these other risks is set out below.
Credit risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to
meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date.
Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by
the Executive Director and Sub-Advisor. Transactions are ordinarily undertaken on a delivery versus payment
basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by
the Company has delivered on its obligations before any transfer of cash or securities away from the Company is
completed.
Cash is only held at banks and in liquidity funds that have been identified by the Board as reputable and of high
credit quality.
The maximum exposure to credit risk as at 31 December 2022 was £37,041,000 (2021: £38,290,000). The
calculation is based on the Company’s credit risk exposure, being any fixed income investments, cash at bank
and short-term deposits and debtors, as at 31 December 2022 and this may not be representative of the year as
a whole. None of the Company’s assets are past due or impaired.
Interest rate risk
The Company’s assets and liabilities, excluding short-term debtors and creditors, may comprise financial
instruments which include investments in fixed income securities.
Details of the Company’s interest rate exposure as at 31 December 2022 are disclosed in Note 15. Surplus cash is
invested in liquidity funds and time deposits.
If interest rates had reduced by 0.25% (2021: 0.25%) from those obtained as at 31 December 2022 it would
have the effect, with all other variables held constant, of decreasing the total return before taxation and
therefore net assets on an annualised basis by £92,000 (2021: £80,000). If there had been an increase in interest
rates of 0.25% (2021: 0.25%) there would have been an equal and opposite effect in the total return before
taxation and net assets. The calculations are based on cash at bank and short-term deposits as at 31 December
2022 and these may not be representative of the year as a whole.
Gearing risk
Gearing can be used to enhance long-term returns to Shareholders. The Company is permitted to employ
gearing should the Board feel it appropriate to do so, subject to the Alternative Investment Fund Regulations
2013, up to a maximum of 25% of total assets.
The use of gearing is likely to lead to volatility in the NAV, meaning that a relatively small movement either down
or up in the value of the Company’s total investments may result in a magnified movement in the same direction
of the NAV. The greater the level of gearing, the greater the level of risk and likely fluctuation in the share price.
At the year end, the Company had no gearing (2021: nil).
66
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
17 Capital management policies
The Company’s investment objective is to provide shareholders with an attractive real long-term total return by
investing globally in asset classes. The portfolio is managed without reference to the composition of any stock
market index. In pursuing this objective, the Board has a responsibility for ensuring the Company’s ability to
continue as a going concern. This involves the ability to: issue and buy back share capital within limits set by the
shareholders in general meeting; borrow monies in the short and long term; and pay dividends to shareholders
out of current year revenue earnings as well as out of brought-forward revenue reserves.
The Company’s capital is set out in the Balance Sheet on page 49.
The Company’s objectives for managing capital are the same as the previous year and have been complied with
throughout the year.
18 Transactions with the Sub-Advisor
Information with respect to transactions with the Sub-Advisor is detailed in Note 3 and in the Strategic Report on
page 15.
19 Related party transactions
Details in respect of the Directors’ remuneration are set out in Note 4 and in the Directors’ Remuneration Report
on page 27.
Under the AIC SORP, the Sub-Advisor is not considered to be a related party of the Company.
Dr Sandy Nairn is the lead Executive Director of the Company and is a substantial shareholder. The Company
has invested in Volunteer Park Capital Fund SCSp (“VPC”). The Alternative Investment Fund Manager of VPC
is Goodhart Partners LLP (“Goodhart”). Goodhart Partners S.a.r.l. is the general partner to VPC and is 100%
owned by Goodhart. Dr Nairn is the sole controller of a company which holds a significant shareholding
(25.83%) in Goodhart and will be a beneficiary of the management fees and carried interest payable to
Goodhart related companies. Under the Class Tests Rules of the UK Listing Rules the transaction was a small
transaction and was therefore not classified as a related party transaction requiring shareholder approval. Prior
to the investment in VPC, the Directors undertook appropriate due diligence to confirm that they considered the
investment to be in the best interests of shareholders.
20 Post Balance Sheet events
Management fees and ongoing costs
As previously noted in the Chairman’s Statement on page 3, Dr Nairn has been appointed as a full time executive
of the Company, having resigned from his executive position with Franklin Templeton.
The Company will be serving notice to terminate its investment management agreement with Franklin Templeton
and the global listed equities portion of the Company’s portfolio will be managed by Dr Nairn going forward.
The Company has also entered into a strategic relationship with Goodhart through which Goodhart will
introduce opportunities in the private markets to the Company. As part of this strategic relationship, Goodhart
has also been appointed to provide investment sub-advisory services to the Company to assist Dr Nairn in
managing the global listed equities mandate.
Following termination of the arrangements with Franklin Templeton, there will be no management fee on the
funds previously managed by Franklin Templeton. In consideration for his services to the Company as a full
time executive director, Dr Nairn (previously a salaried employee of Franklin Templeton) will receive a Salary of
£75,000 per annum (the Executive Salary’) in addition to a £25,000 annual fee (in line with the fee paid to the
Company’s other directors).
Given Dr Nairn’s interests in Goodhart as set out in Note 19 above, it has been agreed with Dr Nairn that his
Executive Salary will be reduced (such reduction equalling the entire Executive Salary if necessary) by his share
(through his minority interest in Goodhart) of amounts credited in the same period in respect of (i) any carried
interest on co-investments made by the Company alongside Goodhart and (ii) any partnership profit allocations
attributable to Goodhart’s net profits on fees earned from the Company (including the Company’s existing
investment in the Volunteer Park Capital Fund (“VPC”) and any carried interest attributable to VPC earned by
Goodhart or any Goodhart-sponsored vehicle).
67
Goodhart will receive a 0.12 per cent. annual fee levied on the global listed equities portion of the Company’s
portfolio for the provision of investment sub-advisory services. No fixed fee or base period compensation will
be payable to Goodhart in respect of the wider strategic relationship, with any fees in respect of individual
private market opportunities to be agreed with the Company on a case by case basis. The Company notes that
the agreement of any such fee shall be subject to Board approval and that the total amount of fees payable to
Goodhart in any 12 month period (including in respect of investment sub-advisory services) shall be capped at
1.0 per cent. of the Company’s net asset value.
The Company notes that these arrangements are expected to result in a reduction in costs for shareholders.
Should the Company become fully invested, it is anticipated these arrangements will reduce the Company’s
ongoing charges ratio from 0.9 per cent. to 0.8 per cent. (based on the Company’s net asset value as at
24 March 2023).
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2022
68
Board of Directors
Charles (Cahal) Dowds (Chairman)
Hazel Cameron
David Ross
Dr Sandy Nairn
1
Executive Director
Dr Sandy Nairn
1
Sub-Advisor
Franklin Templeton Investment Management Limited
Cannon Place
78 Cannon Street,
London
EC4N 6HL
Administrator, Company Secretary and
Registered Office
Juniper Partners Limited
2
28 Walker Street
Edinburgh
EH3 7HR
email: cosec@junipartners.com
Custodian and Banker
JP Morgan Chase Bank
2
25 Bank Street
Canary Wharf
London
E14 5JP
Independent Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 889 4069
email: web.queries@computershare.co.uk
www.investorcentre.co.uk
Solicitors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh
EH2 4DF
Company Details
Incorporated in Scotland
Company Registration No: SC259207
ISIN: GB0033862573
Sedol: 3386257
Ticker: GOT
LEI: 2138005T5CT5ITZ7ZX58
Website
www.globalopportunitiestrust.com
An investment company as defined under section
833 of the Companies Act 2006.
The Company is a member of the Association of
Investment Companies.
CORPORATE INFORMATION
1
Appointed 27 April 2022
2
Appointed 8 June 2022
69
SHAREHOLDER INFORMATION
Investing in the Company
The Company’s shares are traded on the London
Stock Exchange and can be bought or sold through a
stockbroker or financial adviser. The shares are eligible
for inclusion in Individual Savings Accounts (ISAs) and
Self-Invested Personal Pensions (SIPPs). The Company’s
shares are available on various share trading platforms.
Frequency of NAV Publication
The Company’s NAV is released daily to the London
Stock Exchange and published on the Company’s
website at www.globalopportunitiestrust.com.
Portfolio Updates
The Company’s portfolio holdings report, detailing a list
of all investments, including sectoral and geographical
analyses, is released on a monthly basis to the London
Stock Exchange. It is also published on the Company’s
website at www.globalopportunitiestrust.com.
Share Price and Sources of Further Information
The Company’s share price is quoted daily in the
Financial Times under “Investment Companies”.
Previous day closing price, daily NAV and other
portfolio information is published on the Company’s
website at www.globalopportunitiestrust.com. Other
useful information on investment trusts, such as prices,
NAVs and company announcements, can be found
on the websites of the London Stock Exchange at
www.londonstockexchange.com and the AIC at
www.theaic.co.uk.
Share Register Enquiries
The register for the shares is maintained by Computershare
Investor Services PLC. In the event of queries regarding
your holding, please contact the Registrar on 0370 889
4069 or email: web.queries@computershare.co.uk.
Changes of address can be made online by signing-in or
registering at www.investorcentre.co.uk or by contacting
the Registrar by telephone. Alternatively, you can notify
changes in name and/or address in writing to the Registrar,
supported by appropriate documentation, at the address
shown on the inside front cover. You can check your
shareholding and find practical help on transferring
shares or updating your details at www.investorcentre.
co.uk. Shareholders may choose to receive dividend
payments directly into their bank accounts instead of by
cheque. Shareholders wishing to do so should contact
the Registrar.
Key Dates
Half-year end 30 June
Half-yearly results announced August
Financial year end 31 December
Annual results announced March
Annual General Meeting April
Annual dividend paid May
70
This document is not a recommendation, offer or
invitation to buy, sell or hold shares of the Company.
If you wish to deal in the shares of the Company,
you may wish to contact an authorised professional
investment adviser.
An investment in the Company should be regarded
as long term and is only suitable for investors who
are capable of evaluating the risks and merits of such
investment and who have sufficient resources to bear any
loss which might result from such investment.
The market value of, and the income derived from, the
shares can fluctuate. The Company’s share price may
go down as well as up. Past performance is not a guide
to future performance. There is no guarantee that the
market price of the shares will fully reflect their underlying
NAV. Fluctuations in exchange rates will affect the value
of overseas investments (and any income received) held
by the Company. Investors may not get back the full value
of their investment. There can be no guarantee that the
investment objective of the Company will be met. The
levels of, and reliefs from, taxation may change.
The Annual Report and Financial Statements contains
forward-looking statements with respect to the
Company’s plans and its current goals and expectations
relating to its future financial condition, performance and
results. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future
events that are beyond the Company’s control. As a
result, the Company’s actual future financial condition,
performance and results may differ materially from the
plans, goals and expectations set forth in the Company’s
forward-looking statements. The Company undertakes
no obligation to update the forward-looking statements
contained within the Annual Report and Financial
Statements or any other forward-looking statements
it makes.
The Company is a public company. It is registered in
Scotland with company number SC259207 and its shares
are traded on the London Stock Exchange. The Company
is a self-managed investment company and is registered
as a small registered alternative investment fund manager
by the Financial Conduct Authority.
RISK FACTORS
71
Alternative Performance Measures (‘APM’)
APMs are defined as being a ‘financial measure of historical or future financial performance, financial position, or
cash flows, other than a financial measure defined or specified in the applicable accounting framework.’
The APMs where detailed below as indicated with an * are used by the Board to assess the Company’s performance
against a range of criteria and are viewed as particularly relevant for an investment trust.
Alternative Investment Fund
An Alternative Investment Fund (‘AIF’) is a collective investment undertaking, including investment compartments of
such an undertaking, which (1) raises capital from a number of investors, with a view to investing it in accordance
with a defined investment policy for the benefit of those investors; and (2) does not require authorisation under the
UCITS regime.
Self-Managed Investment Company
An investment company whose assets are managed by its own team of managers or by the directors of the company,
rather than by an external fund manager.
Small Registered Alternative Investment Fund Manager
A Small Registered Alternative Investment Fund Manager does not carry on a regulated activity in respect of its
activities as an Alternative Investment Fund Manager for an AIF for which it is entitled to be registered. It is, however,
required to comply with certain requirements under the Alternative Investment Fund Managers Directive (‘AIFMD’)
(which mainly relate to reporting).
Benchmark Index
An index or other measure against which the performance of an investment company is compared or its objectives
are set. The Company has no stated benchmark index.
Discount or Premium*
The amount, expressed as a percentage, by which the Company’s share price is less than (discount) or greater than
(premium) the net asset value per share of the Company.
31 December
2022
31December
2021
Closing NAV per share (a) 363.2p 317.9p
Closing share price (b) 314.0p 291.0p
(Discount)/Premium c = (b – a) ÷ a (c) (13.5)% (8.5)%
Earnings per Share
Earnings per share are calculated by dividing the net return attributable to equity shareholders by the weighted
average number of shares in issue excluding shares held in Treasury.
Middle Market Share Price
The middle market share price is the mid-point between the buy and the sell prices of the Company’s shares.
Net Asset Value (‘NAV’) per share
The value of the Company’s net assets (total assets less total liabilities) divided by the number of shares in issue
excluding shares held in Treasury.
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
72
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
– continued
NAV/Share Price Total Return*
NAV/Share price total return measures the increase/(decrease) in NAV per share/share price including any dividends
paid in the period, which are assumed to be reinvested at the time that the share price is quoted ex-dividend.
NAV
Share
price
Net asset value per share/share price as at 31 December 2021 (pence) 317.9 291.0
Net asset value per share/share price as at 31 December 2022 (pence) 363.2 314.0
Change in the period (%) 14.2 7.9
Impact of dividend reinvested (%)
1.6 1.9
Total Return for the Period (%) 15.8 9.8
A dividend of 5.0 pence per share was paid on 25 May 2022 for the financial year ended 31 December 2021. A dividend of
6.0 pence per share was paid on 28 May 2021 for the financial year ended 31 December 2020.
Ongoing Charges Ratio*
The sum of the management fee and all other administrative expenses, including ‘synthetic’ expenses of investment
in other funds, expressed as a percentage of the average monthly net assets.
2022 2021
Management fee (£000) 336 762
Other expenses (£000) 517 520
Non-recurring costs (£000) (199) (136)
Ongoing charges (£000) (a) 654 1,146
Average net assets (£000) (b) 102,910 116,187
Ongoing charges ratio excl. synthetic expenses (%) (a/b) 0.6 1.0
Synthetic expenses (c) 0.3 0.1
Ongoing charges ratio inc. synthetic expenses (%) (d) 0.9 1.1
Total Assets
A measure of the size of an investment company. The total value of all assets held, less current liabilities, including
income for the current year.
Total Return
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return
statistics enable the investor to make performance comparisons between investment trusts with different dividend
policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional
shares of the investment trust at the time the shares go ex-dividend (the share price total return) or in the assets of
the investment trust at its net asset value per share (the net asset value total return). Total return per share statistics
are calculated on the basis of the weighted average number of shares in issue, excluding shares held in treasury.
Treasury Shares
Ordinary shares of the Company that have been repurchased by the Company and not cancelled but held in Treasury.
These shares do not pay dividends, have no voting rights, and are excluded from the NAV per share calculation.
Treasury shares can be sold at a later date to investors to raise new funds.
73
NOTICE IS HEREBY GIVEN THAT the Annual General
Meeting of Global Opportunities Trust plc (the
Company’) will be held at The Bonham Hotel,
35Drumsheugh Gardens, Edinburgh EH3 7RN on
Wednesday, 26April 2023 at 12:00 noon.
Shareholders will be asked to consider and, if thought
fit, pass resolutions 1 to 10 which will be proposed as
ordinary resolutions, and resolutions 11 to 13, which will
be proposed as special resolutions:
ORDINARY BUSINESS
1. That the audited Financial Statements of the
Company for the year ended 31 December 2022
together with the Directors Report and Independent
Auditor’s Report be received.
2. That the Directors’ Remuneration Report for the year
ended 31 December 2022 be approved.
3. That a final dividend of 5.0p per ordinary share
be paid in respect of the financial year ended
31 December 2022.
4. That Katie Folwell-Davies be elected as a non-
executive Director of the Company.
5. That Hazel Cameron be re-elected as a non-executive
Director of the Company.
6. That Cahal Dowds be re-elected as a non-executive
Director of the Company.
7. That Dr Sandy Nairn be re-elected as an executive
Director of the Company.
8. That Johnstone Carmichael LLP be re-appointed as
Auditor of the Company.
9. That the Directors be authorised to agree the
remuneration of the Auditor.
SPECIAL B USINESS
Authority to allot new shares
10. That the Directors of the Company be and they are
hereby generally and unconditionally authorised
for the purposes of Section 551 of the Companies
Act 2006 (the ‘Act’), in substitution for and to the
exclusion of any outstanding authority previously
conferred on the Directors under Section 551 of
the Act, to allot equity securities in the capital of
the Company up to a maximum aggregate nominal
amount of £29,222, being approximately one-
third of the issued share capital of the Company
(excluding treasury shares) as at 24 March 2023
provided that this authority shall expire at the
conclusion of the next Annual General Meeting of
the Company after the passing of this resolution
save that the Company may, before such expiry,
make an offer or agreement which would or might
require shares to be allotted after such expiry and
the Directors may allot shares in pursuance of such
an offer or agreement as if the authority hereby
conferred had not expired.
Authority to disapply pre-emption rights on
allotment of relevant securities
11. That the Directors of the Company be and are
hereby granted power pursuant to Section 570 and/
or Section 573 of the Companies Act 2006 (the
Act’) to allot equity securities (within the meaning
of Section 560 of the Act) for cash either pursuant to
the authority conferred by Resolution 10 above or by
way of a sale of treasury shares, as if Section 561(1)
of the Act did not apply to any such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities up to an
aggregate nominal amount of £29,222 and
(b) in addition to the authority referred to in (a)
above, an offer of equity securities by way
of a rights issue or open offer to ordinary
shareholders in proportion as nearly as may
be practicable to their existing holdings
subject to such limits or restrictions or other
arrangements as the Directors may deem
necessary or expedient to deal with any
treasury shares, fractional entitlements or
securities represented by depositary receipts,
record dates, legal, regulatory or practical
problems in, or under the laws or requirements
of, any territory or the requirements of any
regulatory body or stock exchange or any other
matter; provided that this authority shall expire
at the conclusion of the next Annual General
Meeting of the Company after the passing
of this resolution save that the Company
may, before such expiry, make an offer or
agreement which would or might require
equity securities to be allotted after such expiry
and the Directors may allot equity securities in
pursuance of such an offer or agreement as if
the authority hereby conferred had not expired.
Authority to repurchase the Company’s ordinary
shares
12. That the Company be and is generally and
unconditionally authorised in accordance with
Section 701 of the Companies Act 2006 (the ‘Act’)
to make one or more market purchases (within
the meaning of Section 693 of the Act) of ordinary
shares provided that:
(a) the maximum aggregate number of shares
that may be purchased is 4,380,404 ordinary
shares, being 14.99% of the issued share
NOTICE OF ANNUAL GENERAL MEETING
74
NOTICE OF ANNUAL GENERAL MEETING – continued
capital of the Company (excluding treasury
shares) as at 24 March 2023 or, if lower, such
number as is equal to 14.99% of the issued
number of ordinary shares at the date of passing
the resolution;
(b) the minimum price which may be paid shall be
one penny per ordinary share;
(c) the maximum price (excluding the expenses
of such purchase) which may be paid for each
ordinary share is the higher of:
(i) 105% of the average middle market
quotations for such ordinary share taken from
the London Stock Exchange Daily Official
List for the five business days immediately
preceding the day on which such share is
purchased; and
(ii) the higher of the price of the last
independent trade and the highest current
independent bid as stipulated by Article 5(1)
of Commission Regulation EC 22 December
2003 implementing the Market Abuse
Directive as regards exemptions for buyback
programmes and stabilisation of financial
instruments (No. 2273/2003); and
(d) unless renewed, the authority shall expire at
the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution save that the Company may, prior
to such expiry, enter into a contract to purchase
shares which will or may be completed or
executed wholly or partly after such expiry.
Notice of General Meeting
13. That a General Meeting other than the Annual
General Meeting may be called on not less than
14 clear days’ notice.
Shareholders are encouraged to vote in favour of all
resolutions by Form of Proxy and to appoint the chair
of the meeting to ensure their vote counts. Details of
how to complete and submit a Form of Proxy by post or
online can be found in the Notes to the Notice of the
Annual General Meeting.
By order of the Board
Juniper Partners Limited
Company Secretary
Registered Office:
28 Walker Street
Edinburgh EH3 7HR
28 March 2023
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1. A member entitled to attend and vote at the Annual
General Meeting (AGM) may appoint one or
more proxies to exercise all or any of his rights to
attend, speak and vote at the AGM. A member can
appoint more than one proxy in relation to the AGM,
provided that each proxy is appointed to exercise
the rights attaching to different shares held by him.
A proxy need not be a member of the Company.
Completion and submission of an instrument
appointing a proxy will not preclude a member from
attending and voting in person at the AGM. A Form
of Proxy is enclosed. The appointment of a proxy will
not prevent a member from subsequently attending
and voting at the meeting in person.
2. In order to be a valid appointment of proxy, the
Form of Proxy and the original (or a certified true
copy) of any power of attorney or other authority, if
any, under which the Form of Proxy is signed must
be received by post, by courier or (during normal
business hours only) by hand at Computershare
Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, no later than 24 April 2023
at 12 noon (or, in the event of an adjournment,
the time which is 48 hours before the adjourned
meeting).
3. Electronic proxy voting is available for this meeting.
Members can submit their proxy online at
www.investorcentre.co.uk/eproxy by following
the instructions provided. Please note that any
electronic communication sent to the Company or to
Computershare Investor Services PLC that is found
to contain a computer virus will not be accepted.
The use of the internet service in connection with
the AGM is governed by Computershare Investor
Services PLC’s conditions of use as set out on
its website.
4. 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
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.
5. In the case of joint holders of a share the vote of
the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which
the names stand in the register of members in
respect of the joint holding.
6. Any corporation which is a member can appoint one
or more corporate representatives who may exercise
on its behalf all of its powers as a member provided
that they do not do so in relation to the same shares.
7. The vote ‘Withheld’ is provided to enable you to
abstain on any particular resolution. However, it
should be noted that a ‘Withheld’ vote is not a vote
in law and will not be counted in the calculation
of the proportion of the votes ‘For’ and ‘Against’
a resolution.
8. If you are an institutional investor, you may be able
to appoint a proxy electronically via the Proxymity
platform. For further information regarding
Proxymity, please go to www.proxymity.io. Your
proxy must be lodged not less than 48 hours prior
to the time of the Meeting (excluding non-working
days) as specified in the Notice of Annual General
Meeting 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.
9. CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the Meeting and
any adjournment(s) thereof 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
voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.
10. 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 CRESTCo’s
specifications and must contain the information
required for such instructions, as described in the
CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or 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 Company’s
agent ID (3RA50) no later than 48 hours (excluding
non-working days) as specified in the Notice of Annual
General Meeting and any adjournment. 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 Applications Host) from which
the Company’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.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
11. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
CRESTCo does not make available special procedures
in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a
voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
12. 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.
13. Resolutions 1 to 10 are proposed as ordinary
resolutions which, to be passed, require more
than half of the votes cast to be in favour of the
resolution. Resolutions 11 to 13 are proposed as
special resolutions which, to be passed, require at
least three-quarters of the votes cast to be in favour
of the resolution.
14. Biographical details of the Directors seeking election
and re-election can be found on page 23 of the
Annual Report and Financial Statements.
15. The Company must cause to be answered at the
Annual General Meeting any question relating to
the business being dealt with at the Annual General
Meeting which is put by a member attending the
meeting, except in certain circumstances, including if
it is undesirable, in the interests of the Company or
the good order of the meeting, that the question be
answered or if to do so would involve the disclosure
of confidential information.
16. Shareholders are also invited to submit their
questions to the Board in advance of the Annual
General Meeting and the answers to these questions
will be posted on the Company’s website after the
meeting. Please submit questions to the Board using
the email address cosec@junipartners.com
17. As at 24 March 2023 (being the last practicable date
prior to the publication of this document) the total
number of Ordinary shares in issue and the total
number of voting rights was 29,222,180.
18. If you have disposed of your holding in the
Company, the Notice of Annual General Meeting
should be passed on to the person through whom
the sale or transfer was effected for transmission to
the purchaser or transferee.
19. A copy of this notice, and other information required
by section 311A of the Companies Act 2006, can be
found at www.globalopportunitiestrust.com
20. Should you have any queries about voting or require
a paper copy of the Form of Proxy, please contact
Computershare Investor Services PLC whose contact
details can be found on page 68 of the Annual
Report and Financial Statements.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING – continued
76