Annual Report and Financial Statements
for the year ended 31 December 2023
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 facts about 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.
• Annualised Net Asset Value (‘NAV’) total return of 8.3% per annum since launch
in 2003.
• Positive NAV return in 2023, in resilient markets for equities.
• Close alignment of interest between the Directors (who together own 18%
of the Company, including the interests of persons closely associated) and
shareholders.
WHY INVEST IN GLOBAL OPPORTUNITIES TRUST?
Financial Highlights 2
Strategic Report
Chairman’s Statement 3
Executive Director’s Report 5
Portfolio of Investments 7
Top 10 Holdings 8
Distribution of Investments 10
Long Term Performance 11
Strategic Review 12
Governance Report
Board of Directors 19
Directors’ Report 20
Remuneration Report
23
Corporate Governance Report
27
Report of the Audit and Management Engagement Committee
32
Statement of Directors’ Responsibilities 36
Independent Auditor’s Report 37
Financial Statements
Income Statement 44
Balance Sheet 45
Statement of Changes in Equity 46
Statement of Cash Flow 47
Notes to the Financial Statements 48
Additional Information
Corporate Information 64
Shareholder Information 65
Glossary of Terms and Alternative Performance Measures 66
Annual General Meeting
Notice of Annual General Meeting 68
Notes to the Notice of Annual General Meeting 70
CONTENTS
FINANCIAL HIGHLIGHTS
for the year ended 31 December 2023
CHANGE IN NET ASSET VALUE PER SHARE
– cum inc.
0.2%
NET ASSET VALUE TOTAL RETURN
(with dividends added back)*
1.7%
SHAREHOLDERS’ FUNDS
£106.4m
SHARE PRICE DISCOUNT TO NET ASSET VALUE*
18.2%
31December
2023
31December
2022
%
Change
Net assets/shareholders’ funds (£) 106,411,000 106,144,000 0.3
Shares in issue 29,222,180 29,222,180 –
Net asset value per share – cum inc. (pence)* 364.1 363.2 0.2
Net asset value total return (with dividends added back) (%)* 1.7 15.8 n/a
Share price (pence) 298.0 314.0 (5.1)
Dividend per share (pence) 5.0 5.0 –
Share price total return (with dividends added back) (%)* (3.6) 9.8 n/a
Share price discount to net asset value (%)* (18.2) (13.5) n/a
Ongoing charges ratio (%)* 0.9 0.9 n/a
* Alternative Performance Measure. For definitions please refer to the Glossary of Terms and Alternative Performance Measures on
pages 66 and 67.
2
3
Introduction
I am pleased to present the Company’s Annual
Report and Financial Statements for the year ended
31 December 2023.
The Company’s year under review is the first completed
entirely under its self-managed status and has also
been witness to the transition to its new management
arrangements, as further detailed below. These changes
have been undertaken through a period of volatile
markets, experienced within both equities and bonds,
arising from unstable macroeconomic variables as well
as heightened geopolitical tensions on a global scale.
Management arrangements
Following the transition to self-managed status in 2022,
the Company terminated its investment management
agreement with Franklin Templeton in May 2023 with
the management of the global listed equities portion of
the portfolio now being undertaken directly by Dr Nairn,
Executive Director. As disclosed in the prior year’s Annual
Report, the Company has entered into a strategic
relationship with Goodhart Partners LLP (‘Goodhart’).
Goodhart’s role is twofold, both to introduce private
market opportunities to the Company and to act as
a Sub-Advisor in relation to the management of the
global listed equities mandate. Despite being relatively
early into the new arrangements, the Company is
benefiting from the combined knowledge of Dr Nairn
and Goodhart and the opportunities this relationship
is presenting. Further information on Goodhart is
available via the website at www.goodhartpartners.com.
Investment performance
Despite the challenging market conditions of 2023,
the Company’s net asset value (‘NAV’) grew by 1.7%
during the year however its share price fell by 3.6%,
both on a total return basis with dividends assumed to
be reinvested. In comparison, the FTSE All-World Total
Return Index rose by 15.7%, following a strong rally
towards the end of 2023 and the heavier weighting
given by this index to technology stocks (dominated
by the so called “Magnificent Seven”), including those
buoyed by the rapid growth in artificial intelligence.
Shareholders should note however that the Company
has no stated benchmark against which it seeks to
outperform. Its objective is to achieve real long-term
total return through investing in undervalued global
securities.
As at 31 December 2023 the Company had net assets of
£106.4 million. The NAV per ordinary share was 364.1p
and the middle market price per share on the London
Stock Exchange was 298.0p, representing a discount
to NAV of 18.2%. The Company’s discount is discussed
in more detail under the ‘Share capital’ section that
follows.
Further details on the investment performance of the
Company during the year under review are included in
the Executive Director’s Report.
Share capital
The Company’s discount to underlying NAV averaged
14.5% during the year, on a monthly basis, and at
the year-end stood at 18.2%. Despite operating at a
discount throughout the year, the discount has not
been subject to the levels of volatility experienced by
some of the Company’s peers, and at the year-end
was comparable to the average discount of 18.3% in
the ‘Flexible Investment’ sector of the Association of
Investment Companies (‘AIC’), of which the Company is
a member. Following the change in investment objective
which was approved by shareholders at the end of 2021
and subsequent tender offer early in 2022, no share
buybacks have been conducted by the Company, and
the buyback policy no longer aims to keep the share
price at close to NAV. The Board however remains
of the opinion that having the option to utilise share
buybacks as a discount control mechanism is important
and is therefore requesting that shareholders approve
a renewal to this authority at the forthcoming Annual
General Meeting (‘AGM’).
Earnings and final dividend
The return per ordinary share for the year ended
31 December 2023 was 5.9 pence per share comprising
a revenue return of 5.3 pence per share and a capital
return of 0.6 pence per share. The Board is proposing a
final dividend of 5.0 pence per share which, subject to
approval by shareholders at the AGM, will be paid on
31 May 2024 to those shareholders on the register at
the close of business on 3 May 2024. This dividend is
fully covered by the Company’s earnings in the financial
year under review and exceeds the minimum that the
Company is obliged to distribute under law to maintain
its investment trust status.
Board composition
We welcomed Katie Folwell-Davies to the Board
following her election at the last AGM held in
April 2023. David Ross retired following the AGM’s
conclusion. The Board believes that its size and
composition remain appropriate for the activities of
the Company and the Board retains a good balance of
skills and business experience to enable it to operate
effectively. As such, all Directors will be standing for re-
election at the forthcoming AGM and further details on
the Directors can be found on page 19.
Annual General Meting
This year’s AGM will be held on 16 May 2024 at the
offices of Juniper Partners Limited, 28 Walker Street,
Edinburgh EH3 7HR at 12 noon. The Notice of AGM,
containing full details of all business to be conducted
at the meeting, is set out on pages 68 and 69 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 on page 22.
CHAIRMAN’S STATEMENT
4
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 an 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 appointing me
(as Chair of the meeting) as your proxy to ensure your
vote is registered.
Outlook
Whilst last year we thought that significant market
rallies would be likely in response to falling inflation,
these rallies have been sustained longer than we might
have expected. The reason probably lies in the growth
recorded in the US which has given rise to the hope that
there will be a ‘soft landing’ and a meaningful recession
will be avoided. Should this occur, it is just about possible
to make an argument for the current extended equity
valuations, however this would not leave much room for
significant returns. If the global economy were to follow
normal historic patterns, then there will be significant
scope for negative corporate profit outcomes which
would quickly puncture the current prevailing sanguine
view of equity markets. Against this backdrop the
Company has retained a broadly similar structure to last
year in anticipation of new opportunities arising.
As noted earlier, whilst the Company’s NAV rose slightly
over the year this was not reflected in the share price
such that the discount widened further. To address this,
efforts have begun to increase investors’ awareness of
the Company and these will be intensified during 2024.
Once again, we would like to thank our shareholders
for their continued support and look forward to the
day when the investment landscape is more attractive.
Periodically, investment articles are posted on the
Company’s website when we encounter investment
issues worthy of comment and we would encourage
shareholders to sign up to the website to receive such
notifications during the year.
Keep up to date
Shareholders can keep up to date on the performance
of the portfolio through the Company’s website at
www.globalopportunitiestrust.com where you will find
information on the Company, a monthly factsheet and
regular updates from Dr Nairn.
As always, the Board welcomes communication from
shareholders and I can be contacted directly through the
Company Secretary at cosec@junipartners.com.
Cahal Dowds
Chair
9 April 2024
CHAIRMAN’S STATEMENT – continued
5
Background and context
Before discussing the returns during 2023, and
the outlook for 2024, it is worth recapping on the
experience of 2022, and how we felt as 2022 unfolded.
The main message in 2022 was the level of overvaluation
that we believed was apparent across all asset classes
and markets, flowing from the extended period of
interest rate suppression. Whilst inflation was thought
to be absent from the system it was possible for markets
to believe in a world where excessive debt carried little
consequences, leverage was positive and economic
growth could continue without any setback, safe in the
knowledge that governments would step in whenever
necessary. This sanguine market view was interrupted
when post-Covid consumption increases and the
invasion of Ukraine met supply side bottlenecks, oil
prices soared and inflation reared its head. The net result
was that asset markets declined markedly during 2022,
although this was mitigated for sterling-based investors
by the pound’s depreciation.
Prior to these price moves it was possible to make
an unequivocal statement about the excess valuation
in asset markets, requiring as it did a heroic set of
assumptions to provide any meaningful justification.
Once those price moves had taken place, the position
was more nuanced. Many sovereign bonds for example,
including UK Gilts and US Treasuries, had moved to
yields which in the event of declines in inflation would
leave them, for the first time in several years, trading in a
historically sustainable range. Whether they represented
good value or not at those levels would be determined
by one’s economic outlook, but they could plausibly be
seen as at least fair value. Equities in the major markets
on the other hand remained, despite the declines, at
historically high valuations.
Cyclically adjusted price-earnings ratios (Shiller) US
equities, even at the trough in February 2022, were at a
valuation similar to that which existed before the 1929
crash and only exceeded two other times in a hundred
years. To justify such a valuation required a view that the
global economy was at an economic trough and about to
venture into an extended period of strong growth. This
was not our view. We believed that the normalisation of
interest rates would slow growth from the post Covid
sugar high and that economic conditions would tighten.
Our concerns lay with future growth, not inflation. As
the year progressed markets took the view that falling
inflation would lead to interest rate declines and that
the equity party could recommence. As a consequence,
there were meaningful rallies in equity markets
globally. In our view this was effectively a nostalgic
desire to go back to a period where interest rates were
suppressed and governments used fiscal policy to try and
maintain growth.
We do not subscribe to the view that the post ‘Global
Financial Crisis’ world can be recreated. Whilst the US
recorded 2.5% real growth in 2023 this was supported
by a significant fiscal injection and despite the backdrop
of a debt/GDP position in excess of 100%. The fiscal
arithmetic is such that limits on the extent to which
governments can sustain growth are now very real.
Indeed, history suggests that fiscal retrenchment will be
required at some point soon. In other words, if market
rises were predicated on expectations of more of the
same, they are likely to be disappointed.
It is hard to see how the global economy can survive the
accumulated debt levels and normalisation of interest
rates without economic pain. A repeat can only come
about if debt markets become particularly supine.
Despite the fiscal injection, there is evidence of rising
corporate bankruptcy filings (from public companies or
private companies with listed debt) such that in the US,
for example, the level reached in 2023 was the highest
since 2010
1
. Moreover, studies suggest the proportion
of listed companies that can be described as “zombies”,
meaning able to generate sufficient cash, to survive, but
unable to grow or make a meaningful profit, has almost
doubled to over 10%
2
. For context, 10% would be a
level exceeded only once since 2000.
Rather than a rosy economic environment ahead, the
storm clouds look to be gathering. Sovereign bond prices
may not suffer too much from here, but one has to expect
credit spreads to widen and for equities eventually to react
to an environment in which profit progression becomes
increasingly difficult. Policymakers should be aware also
of the tail risk of sovereign credit risk becoming a theme
the vulture funds can latch onto. The deterioration in
Germany’s economic position is particularly worthy of note.
The portfolio
Since our view on future economic prospects and
current valuations in equities has not changed
significantly, the portfolio structure remains similar to
last year. In last year’s Annual Report we highlighted the
characteristics of the portfolio. Specifically, we set out
the four major components and the role that they play
in creating a structure which aims to reduce the absolute
downside whilst retaining some upside potential.
1. The direct equity portfolio at the end of 2023
accounted for approximately 40% of the total assets.
It had a total return of 9.5%, just over half of that
recorded by the MSCI All Country World Index. This is in
line with our expectations given the defensive nature of
the portfolio. Fresenius Medical Care rose by over 30%
as it recovered from previous concerns over US staffing
shortages. We felt that with the rise in direct obesity
medicines the market for diabetes care would eventually
be affected and hence we sold the holding. The rest of
the portfolio remained relatively stable with few new
EXECUTIVE DIRECTOR’S REPORT
1
S&P Global Market Intelligence
2
The Rise of the Walking Dead: Zombie Firms Around the World; Albuquerque, B and Iyer, R. I IMF WP/23/125, June 2023
6
holdings added. This reflected the difficulty, not in
finding companies with good growth prospects but ones
that also had an attractive valuation. In other words, at
an individual company level the evidence on valuations
is consistent with what we see at the aggregate level.
Our research efforts are therefore focussed on creating
a reserve list of potential investments where we expect
opportunities to arise. This is part of what will be a
transition to companies where the risk/reward is tilted
more towards reward. This transition is likely to see
increased exposure to small and mid-cap companies.
It is likely to be achieved both directly and, where
appropriate, through the use of specialist third party
managers. We are currently conducting research on both.
2. The investment in the Templeton European Long-Short
Equity Fund provided slightly negative sterling returns
over the year reflecting the sharp rally in equities at the
beginning and end of the year. The negative contribution
to the total return of the overall portfolio was less than
1% which we believe is creditable when set against the
magnitude of the positive returns we achieved in 2022
when markets fell. We remain strongly of the belief that
this holding performs a vital role in balancing the risk in
the overall portfolio and potentially providing meaningful
upside if markets were to fall. The long-short manager’s
view, with which we concur, was that the losses on the
short portfolio were largely driven by expectations “that
central banks would lower rates sooner and at a steeper
slope than previously expected. This led to a rotation into
companies which would benefit from looser policy (weak
balance sheet, persistent cash burners) on the basis that
more capital will become available to tide them over and
keep them alive for longer.” He believes that this will only
postpone the inevitable and that the value destruction will
eventually overwhelm any rates decisions. This is consistent
with the study of ‘zombie’ companies cited earlier.
3. The Volunteer Park Capital Fund rose over 10% in
US dollar terms with the underlying holdings generally
hitting their targets. Just as a reminder, our interest
in this investment was driven by a risk/reward profile
which focusses on obtaining significant downside
protection whilst retaining the potential for a double-
digit compounding upside. Such a combination was
possible because of the underserved nature of this market
segment. At a simple level, the underlying investments
require significant due diligence irrespective of the size of
the deal. This means that most players focus on the larger
deals to justify the work that is required. In many cases
banks have withdrawn from the space and the collapse of
Silicon Valley Bank removed one of the major remaining
players. The VPC manager anticipates that, given the
progress made by a number of the invested companies,
there is the potential for some distributions later in 2024.
4. Overall, the cash component of the portfolio was roughly
flat reflecting the strength of sterling over the year. For
reference sterling rose 5.7% against the US dollar and
14% against the Japanese Yen. We view these moves as
simply part of the volatility of currency markets aided by the
view that with inflation in the UK being more intransigent
than in other countries, UK interest rates would remain
higher, giving a higher yield on UK cash. This tends to be
a temporary view which is overtaken by concerns that
any yield pick-up will eventually be overtaken by currency
devaluation. We are comfortable with the distribution of our
cash assets as we wait for investment opportunities to arise.
Reflecting the individual components discussed above,
for the year ended 31 December 2023, the Company’s
NAV total return, including dividends was 1.7%. The
comparable figure for the FTSE All-World Total Return
Index was 15.7%; for the Bloomberg Global Aggregate
Bond Index (0.16)%. Over the period, the Barclays
Sterling Overnight Cash index returned 4.86%. While
the portfolio did not track the global equity index
higher, nor did it lose money.
Future prospects
Asset markets and equities in particular have proved
extremely resilient and determined to focus on positives
almost to the point where, although it has not been openly
articulated, they depend upon the emergence of some
new paradigm of investing. Valuations are close to historic
highs, but so are debt levels, and economic storm clouds
have gathered. There are some arguments that the asset
world has reordered itself such that private valuations are
now leading public ones. The argument runs that public
listed companies are not that expensive since institutional
private equity investors have been willing to pay higher
multiples. Of course there is a counter argument that
private equity investors are unable to list their holdings in
public markets at a premium and are therefore forced to
continue to hold or sell to another private holder. I would
subscribe to the latter argument.
The portfolio remains positioned to take advantage of
the ‘great unwind’ when it comes whilst both protecting
investors and providing some upside at the same
time. It is a difficult period since patience is one of the
hardest virtues to sustain, particularly when constantly
confronted with more upbeat narratives. However, in
our view the evidence is still overwhelming that great
caution is required. At the stock level we simply are not
finding many compelling opportunities. We believe it
would be a mistake to be “persuaded” into paying more
for stocks than is consistent with attractive longer-term
performance. In the meantime, we are conscious that the
discount to NAV widened during 2023 and we realise it
is incumbent upon us to ensure that we reach the wider
audience who we believe will have a genuine interest
in the Company as our thesis is reflected in market
performance. This is a high priority for 2024.
Dr Sandy Nairn
Executive Director
9 April 2024
EXECUTIVE DIRECTOR’S REPORT – continued
7
PORTFOLIO OF INVESTMENTS
as at 31 December 2023
Company Sector
Country of
Incorporation
Valuation
£’000
% of
Net assets
Templeton European Long-Short Equity SIF
1
Financials Luxembourg 14,699 13.8
Volunteer Park Capital Fund SCSp
2
Financials Luxembourg 8,249 7.8
TotalEnergies Energy France 3,789 3.6
Samsung Electronics Information Technology South Korea 2,961 2.8
Unilever Consumer Staples United Kingdom 2,926 2.7
ENI Energy Italy 2,852 2.7
Sumitomo Mitsui Trust Holdings Financials Japan 2,791 2.6
Orange S.A. Communication Services France 2,379 2.2
General Dynamics Industrials United States 2,243 2.1
Dassault Aviation Industrials France 2,111 2.0
Panasonic Consumer Discretionary Japan 2,102 2.0
Lloyds Banking Financials United Kingdom 2,057 1.9
Tesco Consumer Staples United Kingdom 2,054 1.9
Imperial Brands Consumer Staples United Kingdom 2,033 1.9
Murata Manufacturing Information Technology Japan 1,995 1.9
Raytheon Technologies Industrials United States 1,983 1.9
Daiwa House Industry Real Estate Japan 1,910 1.8
Sanofi Health Care France 1,857 1.7
Nabtesco Industrials Japan 1,721 1.6
Verizon Communications Communication Services United States 1,371 1.3
Total investments 64,083 60.2
Cash and other net assets 42,328 39.8
Net assets 106,411 100.0
1
Luxembourg Specialised Investment Fund
2
Luxembourg Special Limited Partnership
8
Templeton European Long-Short Equity SIF
% of Net Assets
13.8
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
7.8
Sector
Financials
Volunteer Park Capital Fund SCSp is a Luxembourg registered special limited partnership which invests in established
General Partners (‘GPs’) of private capital funds. VPC targets the small to low-mid GP market ($500m-$3bn AUM),
being established boutique investment management companies primarily domiciled in North America..
TotalEnergies
% of Net Assets
3.6
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.
Samsung Electronics
% of Net Assets
2.8
Sector
Information Technology
Samsung Electronics is a multinational major appliance and consumer electronics corporation. In addition to mobile
phones and smartphones, it is a major manufacturer of electronic components such as semiconductors, lithium-ion
batteries, camera modules and displays.
Unilever
% of Net Assets
2.7
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.
TOP 10 HOLDINGS
As at 31 December 2023
9
ENI
% of Net Assets
2.7
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.
Sumitomo Mitsui Trust Holdings
% of Net Assets
2.6
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.
Orange S.A.
% of Net Assets
2.2
Sector
Communication Services
Orange S.A. is a French multinational telecommunications corporation, formerly known as France Télécom S.A. The
Orange brand originated in the United Kingdom and was acquired by France Télécom in 2000. France Télécom was
rebranded to Orange S.A. in 2013.
General Dynamics
% of Net Assets
2.1
Sector
Industrials
General Dynamics is a global aerospace and defence company and one of the largest defence contractors in the
world. The company is organised into four business groups; aerospace, marine systems, combat systems and
technologies.
Dassault Aviation
% of Net Assets
2.0
Sector
Industrials
Dassault Aviation is an aerospace company that designs and builds military aircraft, business jets and space systems.
TOP 10 HOLDINGS – continued
As at 31 December 2023
10
Sector Distribution
Health Care 1.7%
Financials: Long-Short Fund 13.8%
Consumer Staples 6.5%
Cash and other net assets 39.8%*
Real Estate 1.8%
Information Technology 4.7%
Industrials 7.6%
Consumer Discretionary 2.0%
Energy 6.3%
Communication Services 3.5%
Financials: Private Equity Fund 7.8%
Financials: Direct Equities 4.5%
The figures detailed in the sector distribution pie chart represent the Company’s exposure to those sectors.
Geographical Distribution
United Kingdom 8.4%
Europe ex UK 12.2%
North America: Direct Equities 5.3% Asia Pacific ex Japan 2.8%
Japan 9.9%
Cash and other net assets 39.8%*
Europe: Long-Short Fund 13.8%
North America: Private Equity Fund 7.8%
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 2023 is based on currencies held in the
following regions/countries:
North America 24.4%
Japan 8.1%
United Kingdom 4.6%
Europe ex UK 2.7%
39.8%
DISTRIBUTION OF INVESTMENTS
as at 31 December 2023 (% of net assets)
11
LONG TERM PERFORMANCE
Ten-year Performance Chart
160%
100%
180%
140%
200%
Share Price Total Return NAV Total Return
20222020201920182017201620152014 2021
120%
80%
2023
Source: Refinitiv Datastream
Year ended
31December
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%
2005 £52.2m 156.2p 154.5p 1.1% 1.1p 0.8p 1.5%
2006 £58.8m 172.8p 170.0p 1.6% 2.1p 1.8p 1.2%
2007 £57.7m 177.2p 160.0p 9.7% 2.7p 2.3p 1.1%
2008 £46.4m 150.4p 132.5p 11.9% 3.9p 3.1p 1.1%
2009 £50.7m 175.9p 172.0p 2.2% 2.7p 2.4p 1.0%
6
2010 £51.6m 188.2p 186.8p 0.7% 3.2p 2.8p 1.3%
2011 £95.1m 169.9p 167.0p 1.7% 5.0p 4.2p 0.8%
7
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 0.9%
8
2023 £106.4m 364.1p 298.0p 18.2% 5.3p 5.0p
4
0.9%
8
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 1.3% excluding VAT refund.
7
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.
8
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.
12
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 4, the Executive
Director’s Report on pages 5 to 6 and the portfolio
information on pages 7 to 10, 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 19. 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 13 and 14 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
13
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
As a self-managed investment trust, the Board is 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 Company terminated the investment management
agreement with Franklin Templeton on 30 May 2023
and the global listed equities portion of the portfolio is
now managed by Dr Nairn, as a full time executive of
the Company. 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.
Further details on the fees paid to Dr Nairn and
Goodhart are detailed on pages 23 and 24 and in Notes
3 and 19 on pages 51, 52 and 63 of this report.
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 6. A list of
all the Company’s investments can be found on page 7.
The portfolio consisted of 20 investments, excluding
cash and other net assets as at 31 December 2023, 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 10.
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 2023 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc (3.6) 10.7 9.7
AIC Flexible Investments peer group
†
(3.3) 9.7 23.1
FTSE All-World Total Return Index* (15.7) 28.7 77.8
Net asset value total return
to 31 December 2023 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc 1.7 24.1 30.7
AIC Flexible Investments peer group
†
2.1 19.8 42.8
FTSE All-World Total Return Index* 15.7 28.7 77.8
†
Source: theaic.co.uk & Morningstar. The Company is classified by The Association of Investment Companies in its Flexible
Investment sector. This sector’s performance indicators have been shown for comparative purposes only.
* 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.
STRATEGIC REVIEW – continued
14
STRATEGIC REVIEW – continued
Share price discount to net asset value
as at 31 December 2023 (%) 2022 (%) 2021 (%)
Global Opportunities Trust plc 18.2 13.5 8.5
AIC Flexible Investments peer group
†
18.3 14.4 7.0
Ongoing charges ratio
to 31 December 2023 (%) 2022 (%) 2021 (%)
Global Opportunities Trust plc 0.9 0.9 1.1
AIC Flexible Investments peer group
†
0.9 1.0 0.9
†
Source: theaic.co.uk & Morningstar. The Company is classified by The Association of Investment Companies in its Flexible
Investment sector. This sector’s performance indicators have been shown for comparative purposes only.
The long-term performance of the Company can be
found on page 11 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 66 and 67.
Gearing
The Company did not have any borrowings and did not
use derivative instruments for currency hedging during
the year ended 31 December 2023. The Company has
an investment in the Templeton European Long-Short
Equity SIF which uses derivatives.
Emerging and Principal 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. These risks are formalised within the Company’s risk assessment matrix
which is formally reviewed on at least an annual basis and ad-hoc by the Audit and Management Engagement
Committee when required.
The emerging and 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:
Emerging Risks Mitigation and Controls
Geopolitical Risk
Heightened geopolitical tensions, including the
ongoing conflict in Ukraine and emerging conflict in
the Middle East, continue to have an adverse impact
on global markets and could adversely impact the
Company’s portfolio.
Risk has been heightened by increased
geopolitical tensions.
The Board regularly reviews the Company’s portfolio,
including geographical split, and its performance against
its stated investment objective.
Ongoing discussions between the Executive Director and
Sub-Advisor ensures that the portfolio has exposure to
various geographies and sectors.
Principal 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 and challenge
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. The Board would take
appropriate action should the Company’s performance
jeopardise the investment objective.
15
STRATEGIC REVIEW – continued
Principal Risks Mitigation and Controls
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.
No change to this risk
The Board frequently considers succession planning.
Dr Nairn has day-to-day responsibility for the investment
management of the Company and the Sub-Advisor has
a dedicated investment team supporting the Company.
Dr Nairn and the Board are also in regular contact with
the Sub-Advisor (who attends Board meetings upon
request), and underlying fund managers and would be
informed of any proposed changes in their personnel.
Financial and Economic Risk
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.
No change to this risk
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
exchange risk, liquidity risk and inflationary 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 by the
Company 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.
16
STRATEGIC REVIEW – continued
Principal 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.
If all price sensitive issues are not disclosed in a timely
manner, this could create a misleading market in the
Company’s shares.
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 Alternative Investment Fund 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).
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 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.
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 27 to 31, 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 page 17.
17
STRATEGIC REVIEW – continued
Directors and Gender Representation
The Directors of the Company and their biographical
details are set out on page 19. As at 31 December 2023,
the Board of Directors of the Company comprised two
male and two female Directors. The appointment of any
new Director is made in accordance with the Company’s
diversity policy as detailed on page 29.
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 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.
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.
18
STRATEGIC REVIEW – continued
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 64. 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.
Investee Companies
The Sub-Advisor assists with the day-to-day
management of the Company’s equity investment
portfolio. As such, the Sub-Advisor has responsibility
for engaging with investee companies on behalf of the
Company. The Sub-Advisor does so in consideration of
the principles set out in the UK Stewardship Code 2020.
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.
For and on behalf of the Board
Cahal Dowds
Chairman
9 April 2024
19
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
Limited and a member of Gresham House Strategy Equity Advisory Group.
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 venture partner
at AIM-listed Gresham House and a non-executive director of Continuum
Advisory Partners Limited.
Katie Folwell-Davies
1,2,3
Chair of the Audit and Management
Engagement Committee
Date of appointment: 26 April 2023
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.
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
20
DIRECTORS’ REPORT
The Directors present their Annual Report and Financial
Statements for the year ended 31 December 2023. 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 19.
Corporate Governance
The Company’s Corporate Governance Report is set
out on pages 27 to 31 and forms part of the Directors’
Report.
Results and Dividends
The results for the year are set out in the Financial
Statements on pages 44 to 47 and the Notes to the
Accounts on pages 48 to 63. 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 2024
to shareholders who are on the register of members as
at close of business on 3 May 2024 with an ex-dividend
date of 2 May 2024.
Share Capital
At 31 December 2023, 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 2023 was 29,222,180.
As at 8 April 2024, 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 2023 until 8 April
2024, 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
2023, a balance of 745,830 shares may be issued under
this block listing.
Share Buy-Backs/Tender Offer
As detailed in the prior year’s Annual Report, the
Company completed a tender offer in February 2022
which resulted in a total of 7,305,545 ordinary shares
being repurchased into Treasury.
No share buy backs were undertaken by the Company
during the year under review. Since 31 December 2023
until 8 April 2024, 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 2023, 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 2023, 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 4,534,822 15.52
1607 Capital Partners LLC 2,824,369 9.67
Noble Grossart
Investments Limited 2,373,676 8.12
DC Thomson &
Company Limited 1,525,821 5.22
The above percentage figures are based on total voting
rights of 29,222,180 ordinary shares.
21
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 4,554,822 15.59
1607 Capital Partners LLC 3,222,980 11.03
Remuneration and Related Parties
Details in respect of the Directors’ remuneration are set
out in the Directors’ Remuneration Report on pages 23 to
26. Details of any related party transactions are detailed in
Note 19 on page 63 of the Financial Statements.
As disclosed in the prior year’s Annual Report, 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) did 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 obtained
confirmation from its sponsor at the time, 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 18. In addition, Notes 16 and 17
on pages 60 to 63 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 14 to 16.
The Company’s assets consist principally of a diversified
portfolio of listed equity shares, a long-short fund
investment, private market investments 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 14 to 16 and in Note 16 on pages 60 to
62 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.
22
DIRECTORS’ REPORT – continued
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
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 60 to 62 of
the Financial Statements.
Annual General Meeting
This year’s Annual General Meeting will be held at the
offices of Juniper Partners Limited, 28 Walker Street,
Edinburgh EH3 7HR on Thursday, 16 May 2024 at 12 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 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 £97,407 which represents approximately one-
third 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 (excluding ordinary shares
held in Treasury).
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 2025 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 68 and 69. 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
9 April 2024
23
REMUNERATION REPORT
The Board is pleased to present the Company’s
Remuneration Report for the year ended 31 December
2023 which has been prepared in accordance with the
Companies Act 2006.
The Company’s Auditor is required to audit certain
disclosures provided. Where disclosures have been
audited, they are indicated as such. The Auditor’s
opinion is included in their report on pages 37 to 43.
Remuneration Committee
A Remuneration Committee has been established by the
Board. 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.
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.
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 year to 31 December 2023, the Non-Executive
Directors of the Company received the following fees:
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 Directors’ Fees
Pursuant to the Articles of Association, the aggregate
amount of fees to be paid to the 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.
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. 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. Dr Nairn’s service agreement will remain in
force until terminated by either party giving not less than
six months’ notice.
24
During the period from 27 April 2022 to 29 March
2023, Dr Nairn held an executive position with Franklin
Templeton (the Company’s previous subadvisor) and
received a salary from them. From 29 March 2023, in
consideration for his services to the Company as a full
time Executive Director, Dr Nairn receives 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 non-executive directors).
Executive Director’s salary reduction
Given Dr Nairn’s interests in Goodhart, it was agreed
with him, in March 2023, that his salary would be
reduced (such reduction equalling the entire 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 VPC and any
carried interest attributable to VPC earned by Goodhart
or any Goodhart-sponsored vehicle). The evaluation of
carried interest and other profits for the nine month
period ended 31 December 2023 was made in February
2024 and concluded there were none, for the period,
therefore no salary reduction is required.
Annual Report on Remuneration (audited)
A single figure for the total remuneration of each Director for the year ended 31 December 2023 is set out in the
table below alongside the previous years’ total remuneration for comparative purposes:
Total 2023 2022
Director
Fees
(£)
Salary
(£)
Fees
(£)
Cahal Dowds 33,000 – 30,966
Hazel Cameron 27,000 – 23,676
Katie Folwell-Davies
1
18,990 – –
David Ross
2
8,938 – 26,255
Dr Sandy Nairn 20,190 56,250 813
Tom Walker
3
– – 6,988
108,118 56,250 88,698
1
Appointed as a Director on 26 April 2023.
2
Retired as a Director on 26 April 2023.
3
Retired as a Director on 27 April 2022.
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 2023 compared to the previous three financial years. Details of the annual fees
paid to Directors can be found on page 23. 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 2023 2022 2021 2020
Cahal Dowds
1
6.6 73.4 n/a n/a
Hazel Cameron
2
14.0 77.1 n/a n/a
Katie Folwell-Davies
3
n/a n/a n/a n/a
David Ross
4
(66.0) 5.0 – 6.9
Dr Sandy Nairn
5
9,302.2 n/a n/a n/a
Teddy Tulloch
6
n/a n/a (55.6) 1.7
David Hough
7
n/a n/a (82.2) 2.4
Tom Walker
8
n/a (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 a Director and Chair of the Audit Committee on 26 April 2023.
4
Retired as a Director on 26 April 2023.
5
Appointed as Executive Director on 27 April 2022 and on a full time basis from 29 March 2023.
6
Retired as a Director and Chairman on 9 June 2021.
7
Retired as a Director on 3 March 2021.
8
Retired as a Director on 27 April 2022.
REMUNERATION REPORT – continued
25
REMUNERATION REPORT – continued
Relative Importance of Directors’ Fees
As at 31 December
2023
(£)
2022
(£)
2021
(£)
Non-Executive Directors’ fees 108,118 87,885 94,644
Executive Director and Management fees 218,466 337,184 762,031
Buyback of ordinary shares – 23,201,000
1
5,984,000
2
Annual dividend paid to shareholders 1,461,109
3
1,461,109
4
2,223,000
5
Year on year change
As at 31 December
2023
%
2022
%
2021
%
Non-Executive Directors’ fees 23.0 (6.3) (2.9)
Executive Director and Management fees (35.2) (55.8) (0.7)
Buyback of ordinary shares (100.0) 287.7 (14.8)
Annual dividend paid to shareholders – (34.3) (26.5)
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 2022 was paid to shareholders on
31 May 2023.
4
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.
5
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 2023 Annual General Meeting
The following sets out the shareholder votes received at the 2023 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 %
9,091,561 99.94 5,125 0.06 9,096,686 32,763
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 2023 31 December 2022
Cahal Dowds 34,987 34,987
Hazel Cameron 24,626 24,626
Katie Folwell-Davies – n/a
Dr Sandy Nairn
1
4,534,822 4,161,822
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.
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 23, 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 26 April 2023. All Directors, whose biographies can be found on page 19, will stand for re-election at
the 2024 AGM.
26
REMUNERATION REPORT – continued
Ten-year Performance
The below graph compares the share price total return (assuming all dividends are reinvested) to shareholders,
against the UK Retail Price Index and the total return of the FTSE All-World Index. The UK Retail Price Index 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%
FTSE All World Total Return Index
20222020201920182017201620152014 2021 2023
UK Retail Price IndexShare Price Total Return
The Remuneration Report comprising pages 23 to 26 has been approved and signed on behalf of the Board by:
Hazel Cameron
Chair of the Remuneration Committee
9 April 2024
27
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 is further
mindful of the publication of the 2024 UK Corporate
Governance Code issued by the FRC. The implications of this
on future reporting periods will be considered in due course.
The Board considers that reporting against the
principles and provisions of the AIC Code, which has
been endorsed by the FRC, provides 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, due to its small
size and operation 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 2023 the Board comprised three
Non-Executive Directors, all of whom are considered to
be independent, and one Executive Director.
Katie Folwell-Davies was formally appointed as a
Non-Executive Director of the Company by shareholders
at the AGM held on 26 April 2023 (the ‘2023 AGM’).
David Ross retired as a Non-Executive Director of the
Company at the conclusion of the 2023 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, further
details on which are outlined on page 23.
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 Katie Folwell-Davies.
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 32 to 35 of this report.
Nomination Committee
The Nomination Committee comprises all non-executive
Directors of the Company and is chaired by
Hazel Cameron.
CORPORATE GOVERNANCE REPORT
28
The primary responsibilities of the Nomination Committee
are to review the structure, size and composition
(including the skills, knowledge, diversity and experience)
of the Board 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 Nomination 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 Remuneration Committee and the work
it has undertaken during the year under review can be
found on pages 23 to 26 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.
Details of Director attendance at Board and Committee meetings during the year under review are as follows:
Board
Audit and
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
Cahal Dowds 4/4 3/3 1/1 1/1
Hazel Cameron 4/4 3/3 1/1 1/1
Katie Folwell-Davies
1
3/3 2/2 n/a n/a
David Ross
2
1/1 1/1 1/1 1/1
Dr Sandy Nairn 4/4 n/a n/a n/a
1
Katie Folwell-Davies was appointed on 26 April 2023.
2
David Ross retired on 26 April 2023.
In addition to the above scheduled meetings, several ad-hoc Board meetings were held during the year. These
included to discuss the new investment management arrangements and the Company’s portfolio.
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 2023.
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.
CORPORATE GOVERNANCE REPORT – continued
29
CORPORATE GOVERNANCE REPORT – continued
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.
Diversity Policy
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 supports the
recommendations of the Hampton-Alexander Review
on gender diversity and the Parker Review on ethnic
representation on boards. The Board acknowledges
the benefits of boardroom diversity, encompassing
characteristics such as skillset, geographical and industry
experience, social background, ethnicity, race and gender
and has agreed that whilst these characteristics will be
taken into account for any new Director appointments,
the priority would be appointment on merit against the
requirements of the role. Therefore, although the Board
is mindful of the targets in the FCA’s Listing Rules that the
Company is required to report against, no measurable
targets in relation to Board diversity have been set.
Board Composition
The FCA Listing Rules now include a requirement for
companies to report against diversity and inclusion targets
on a comply or explain basis. Outlined below is an overview
of the targets and the Company’s compliance or otherwise
as at its chosen reference date of 31 December 2023, in
accordance with Listing Rule 9.8.6(R):
• 40% of the Board represented by women:
the Company meets this target with its Board
composition being 50% female.
• One woman in a senior position: although
the Company does not meet this target
based on those roles defined by the FCA,
the Board considers the chair roles of its
permanent sub-committees to be senior roles.
As at 31 December 2023, the roles of Chair
of the Audit and Management Engagement
Committee, Chair of the Nomination
Committee and Chair of the Remuneration
Committee were held by women. The role of
Chairman was held by a man. The Company
has not appointed a senior independent
director for the reasons given on page 27.
• One individual from a minority ethnic
background: the Company does not meet
this target. In view of its small size, which it
considers appropriate, and the infrequency with
which Board appointments are made, the Board
is aware that achieving this target is more
challenging. It will however be mindful of this
target when making any future appointments.
The following tables set out the data on the diversity
of the Directors on the Company’s Board in accordance
with Listing Rule 9.8.6R(10) as at 31 December 2023.
This data has been collected through direct consultation
with the Board. There have been no changes in the
below data since 31 December 2023.
Gender
Number
of Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
Men 2 50% 1
1
Women 2 50% 0
2
Not specified/
prefer not to say n/a n/a n/a
1
The Company only has one of the senior roles specified by
the Listing Rules, that is the position of Chair of the Board,
which is held by Cahal Dowds.
2
The Company considers that the chairs of its permanent
sub-committees are all senior positions. The role of Chair of
the Audit Committee is held by Katie Folwell-Davies and the
roles of Chair of the Nomination Committee and Chair of the
Remuneration Committee are held by Hazel Cameron.
Ethnicity
Number
of Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
White British or
other White 4 100% 1
1
Mixed/ Multiple
ethnic groups 0 0% 0
Asian/ Asian
British 0 0% 0
Black/ African/
Caribbean/ Black
British 0 0% 0
Other ethnic
group, including
Arab 0 0% 0
Not specified/
prefer not to say n/a n/a n/a
1
The Company only has one of the senior roles specified by
the Listing Rules, that is the position of Chair of the Board,
which is held by Cahal Dowds.
30
CORPORATE GOVERNANCE REPORT – continued
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
Following David Ross’ retirement from the Board
on 26 April 2023, Katie Folwell-Davies was formally
appointed by shareholders as a Non-Executive Director
from that same date, also assuming the role of Chair of
the Audit and Management Engagement Committee.
The Board believes that its composition and the skill set
of the four incumbent Directors is appropriate for the
activities of the Company. Furthermore, at the time of
the 2024 AGM, no Director will have served for a period
greater than three years. Although no changes are
therefore being proposed to its composition, succession
planning is continuously considered as part of the
Board’s responsibilities
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,
Hazel Cameron and Katie Folwell-Davies will stand for
re-election as non-executive Directors of the Company at
the 2024 AGM. Dr Nairn will also stand for re-election as
an Executive Director of the Company.
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 Katie
Folwell-Davies, 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.
The Board strongly recommends the 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 her/his 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/
31
CORPORATE GOVERNANCE REPORT – continued
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 2023, 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 2023 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.
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 14 to 16 and in
Note 16 on pages 60 to 62 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 2023, and to the date of approval
of this Annual Report.
On behalf of the Board
Cahal Dowds
Chairman
9 April 2024
32
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
2023.
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. Katie Folwell-Davies 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 2023.
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
33
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 portfolio’s ongoing compliance with investment policy limits and
will report any breaches to the Board / Committee. The Company also receives a
quarterly valuation for its level 3 security from the Sub-Advisor. The valuation of the
level 3 security is reviewed by the Executive Director.
The Administrator reconciles the investment portfolio against the Custody account
on a daily basis and will report any reconciliation breaks to the Board / Committee.
The Company’s Board of Directors has approved the fair value of the level 3
investment through confirmation from the Sub-Advisor on the valuation of the level
3 investment, and consultation with the Executive Director on this.
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 on
page 21).
The Committee also assessed the Long-Term Viability of the Company as detailed on
page 21 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 page 31.
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
34
Auditor Appointment and Tenure
Johnston Carmichael LLP was appointed as Auditor to
the Company on 22 April 2020. Richard Sutherland
was the Audit Partner for the year ended 31 December
2023. Rotation of the audit partner will take place every
five years in accordance with the Financial Reporting
Council’s Revised Ethical Standard 2019.
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
2023; 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 Committee’s 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 16 May 2024.
Audit Fee
The audit fee for the year ended 31 December 2023 was
£35,000 (2022: £35,000).
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 2023, 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 36.
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
35
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.
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.
Katie Folwell-Davies
Chair of the Audit and Management Engagement
Committee
9 April 2024
36
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 19 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
9 April 2024
37
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 2023, which comprise the Income
Statement, the Balance Sheet, the Statement of Changes
in Equity, Statement of Cash Flow, 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 2023 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”), Goodhart Partners
LLP (“the Sub-Advisor”) and JP Morgan Chase Bank
(“the Custodian”) to whom the provision of certain
administrative and custodian functions have been
delegated, with the consent of the Directors.
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.
38
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 level 1 and level 2
investments
(as described on page 33 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 49).
The valuation of the level 1 and level 2 investment
portfolio at 31 Dec 2023 was £55.8m (31 Dec 2022:
£61.6m).
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 quoted prices may
not therefore be reflective of fair value.
Additionally, there is a risk that the Company does
not have proper legal title to the level 1 and level 2
investments recorded as held at year end.
We performed a walkthrough of the level 1 and level 2
investment 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 level 1 and level 2 investments held at
31 December 2023 to an independent third-party source
and recalculated the investment valuations.
We obtained average trading volumes from an
independent third-party source for all level 1 and level 2
investments held at year end as evidence of the existence
of active markets and to assess investments’ 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 level 1 and level 2 investments.
Valuation and ownership of the level 3 investment
(as described on page 33 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 49).
The valuation of the level 3 investment at 31 Dec 2023
was £8.2m (31 Dec 2022: £7.7m).
As a part of the largest component of the Company’s
Balance Sheet, a key driver of the Company’s net assets
and total return, and management are required to
use judgement 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 level 3 investment recorded
as held at year end.
We performed a walkthrough of the level 3 valuation
process at the Administrator to evaluate the design and
implementation of key controls.
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 underlying fund manager.
We also evaluated management’s assessment of the
underlying fund manager’s approach to determining the
fair value of the underlying investments in the fund.
We assessed the sufficiency and appropriateness of
the evidence obtained by management, as well as
their conclusions with respect to the alignment of the
methodology applied to International Private Equity and
Venture Capital Valuation (IPEV) Guidelines.
We agreed the level 3 investment holding to a direct
confirmation from the underlying fund manager.
From our completion of these procedures, we identified
no material misstatements in relation to the valuation
and ownership of the level 3 investment.
39
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 33 in the Audit and Management
Engagement Committee Report and as per the
accounting policy stated on page 48).
Investment income recognised in the year was
£1.8m (31 Dec 2022: £2.2m), consisting primarily of
dividend income from level 1 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 dividend announcements made by investee
companies.
We agreed a sample of dividends received to bank
statements.
We obtained a list of all special dividends received
by the Company and their allocation as revenue or
capital returns, and used third-party independent
data sources 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.
£1,064,000
(2022: £1,061,000)
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.
£798,000
(2022: £796,000)
40
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 at 5% of the net revenue 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.
£87,000
(2022: £85,000)
Audit Committee reporting threshold – we agreed with the Audit and Management
Engagement 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
(2022: £53,000)
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.
41
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
byexception
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
The Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the entity’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
• The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 21;
• The Directors’ explanation as to its assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 21;
• The Directors’ statement on whether it has a
reasonable expectation that the Company will
be able to continue in operation and meets its
liabilities set out on page 21;
• The Directors’ statement on fair, balanced and
understandable set out on page 36;
• The Board’s confirmation that it has carried
out a robust assessment of the emerging and
principal risks set out on page 14;
• The section of the Annual Report that
describes the review of the effectiveness of risk
management and internal control systems set
out on page 31; and
• The section describing the work of the Audit
and Management Engagement Committee set
out on pages 32 to 35.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 36, 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.
42
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 the level 3
investment (audit procedures performed in response to
this risk are set out in the section on key audit matters
above) and management override (procedures in
response to this risk are included below).
In addition to the above, the following procedures were
performed to provide reasonable assurance that the
financial statements were free of material fraud or error:
• Reviewing minutes of meetings of those
charged with governance for reference to:
breaches of laws and regulation or for any
indication of any potential litigation and claims;
and events or conditions that could indicate
an incentive or pressure to commit fraud or
provide an opportunity to commit fraud;
• Performing audit work procedures over the
risk of management override of controls,
including testing of journal entries and other
adjustments for appropriateness, recalculating
the investment management fee, evaluating
the business rationale of significant transactions
outside the normal course of business and
reviewing judgements made by management
in their calculation of accounting estimates for
potential management bias;
43
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
• Completion of appropriate checklists and use
of our experience to assess the Company’s
compliance with the Companies Act 2006 and
the Listing Rules; and
• Agreement of the financial statement
disclosures to supporting documentation.
Our audit procedures were designed to respond to
the risk of material misstatements in the financial
statements, recognising that the risk of not detecting a
material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud
may involve intentional concealment, forgery, collusion,
omission or misrepresentation. There are inherent
limitations in the audit procedures described above and
the further removed non-compliance with laws and
regulations is from the events and transactions reflected
in the financial statements, the less likely we would
become aware of it.
Other matters which we are required to address
Following the recommendation of the Audit 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 four years,
covering the years ended 31 December 2020 to
31 December 2023.
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.
Richard Sutherland (Senior Statutory Auditor)
For and behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
9 April 2024
44
INCOME STATEMENT
for the year ended 31 December 2023
2023 2022
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments at fair value through
profit or loss 8 – 2,271 2,271 – 10,158 10,158
Foreign exchange (losses)/gains on
capital items – (1,974) (1,974) – 3,149 3,149
Income 2 2,460 – 2,460 2,374 – 2,374
Investment management fee 3 (49) (114) (163) (101) (235) (336)
Other expenses 4 (653) – (653) (517) – (517)
Net return before finance costs
andtaxation 1,758 183 1,941 1,756 13,072 14,828
Finance costs
Interest payable and related charges (21) – (21) (51) – (51)
Net return before taxation 1,737 183 1,920 1,705 13,072 14,777
Taxation – overseas withholding tax 5 (192) – (192) (94) – (94)
Net return after taxation 1,545 183 1,728 1,611 13,072 14,683
Return per ordinary share 7 5.3p 0.6p 5.9p 5.3p 43.0p 48.3p
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 48 to 63 form part of these Financial Statements.
45
Note
2023
£’000
2022
£’000
Fixed asset investments
Investments at fair value through profit or loss 8 64,083 69,283
Current assets
Debtors 10 374 412
Cash at bank and short-term deposits 42,105 36,629
42,479 37,041
Current liabilities
Creditors 11 (151) (180)
(151) (180)
Net current assets 42,328 36,861
Net assets 106,411 106,144
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 9,760
Capital reserve 90,281 90,098
Revenue reserve 4,114 4,030
Total shareholders’ funds 106,411 106,144
Net asset value per ordinary share 14 364.1p 363.2p
The Financial Statements on pages 44 to 63 were approved by the Board of Directors on 9 April 2024 and signed on
its behalf by:
Cahal Dowds
Chairman
Registered in Scotland No. SC259207
BALANCE SHEET
as at 31 December 2023
The Notes on pages 48 to 63 form part of these Financial Statements.
46
Year ended 31 December 2023 Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
At 1 January 2023 645 1,597 14 9,760 90,098 4,030 106,144
Net return after taxation – – – – 183 1,545 1,728
Dividends paid 6 – – – – – (1,461) (1,461)
At 31December 2023 645 1,597 14 9,760 90,281 4,114 106,411
Year ended 31 December 2022 Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
At 1 January 2022 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 31December 2022 645 1,597 14 9,760 90,098 4,030 106,144
1
Distributable reserves total £94,170,000 (2022: £93,259,000). The Capital reserve comprises realised gains of £80,296,000 (2022:
£79,469,000), which are distributable, and unrealised gains of £9,985,000 (2022: £10,629,000), which are not distributable.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023
The Notes on pages 48 to 63 form part of these Financial Statements.
47
STATEMENT OF CASH FLOW
for the year ended 31 December 2023
Year ended
31December 2023
Year ended
31December 2022
Note £’000 £’000 £’000 £’000
Cash flows from operating activities
Net return on ordinary activities before taxation 1,920 14,777
Adjustments for:
Gains on investments 8 (2,271) (10,158)
Interest payable 21 51
Purchases of investments* 8 (949) (21,645)
Sales of investments* 8 8,420 46,442
Dividend income 2 (1,774) (2,185)
Other income 2 (686) (189)
Dividend income received 1,777 2,314
Other income received 723 147
Decrease in receivables 1 7
Decrease in payables (29) (129)
Overseas withholding tax deducted (195) (107)
5,038 14,548
Net cash flows from operating activities 6,958 29,325
Cash flows from financing activities
Repurchase of ordinary share capital – (23,201)
Equity dividends paid from revenue (1,461) (1,461)
Interest paid (21) (51)
Net cash flows from financing activities (1,482) (24,713)
Net increase in cash and cash equivalents 5,476 4,612
Cash and cash equivalents at the start of the year 36,629 32,017
Cash and cash equivalents at the end of the year 42,105 36,629
* Receipts from the sale of, and payments to acquire, investment securities have been classified as components of cash flows from
operating activities because they form part of the Company’s dealing operations.
The Notes on pages 48 to 63 form part of these Financial Statements.
48
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 Companies Act 2006
(“the Act”). The registered office is detailed on page 64. The nature of the Company’s operations and its
principal activities are set out in the Strategic Review on pages 12 to 18.
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 comparative figures for the Financial Statements are for the year ended 31 December 2022.
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 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. Interest income and rebate income
is included on an accruals basis.
NOTES TO THE FINANCIAL STATEMENTS
at 31 December 2023
49
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
1 Accounting policies – continued
Expenses and finance costs
All management expenses and finance costs are accounted for on an accruals basis. 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 Equity Fund, fair value is
determined with reference to the assets and liabilities of the fund valued daily, on any day on which the New
York Stock Exchange is open or any full day on which banks in Luxembourg are open for normal business.
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”). 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.
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 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.
50
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
1 Accounting policies – continued
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.
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 accounting policy for special dividends is detailed in
the income recognition section of Note 1.
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.
51
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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 – not distributable:
• net movement arising from changes in the fair value of investments; and
• unrealised exchange differences of capital nature.
Revenue reserve
The revenue reserve represents the surplus of accumulated profits and is distributable.
2 Income
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Income from investments
UK dividend income 464 – 464 522 – 522
Overseas dividend income 1,310 – 1,310 1,663 – 1,663
Income from investments 1,774 – 1,774 2,185 – 2,185
Total income comprises
Dividend income 1,774 – 1,774 2,185 – 2,185
Bank interest 619 – 619 121 – 121
Rebate income
1
67 – 67 68 – 68
2,460 – 2,460 2,374 – 2,374
1
Rebate of management fee from managed investment fund held in the investment portfolio.
3 Management fee
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 49 114 163 101 235 336
49 114 163 101 235 336
52
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
3 Management fee – continued
With effect from 31 May 2023, the Company appointed Goodhart Partners LLP (“Goodhart”), replacing
Franklin Templeton Investment Management Limited (“FTIML”), as the Company’s Sub-Advisor. Under the
Investment Management Agreement, Goodhart is entitled to a fee paid quarterly in arrears at the rate of 0.12%
per annum of the market value of equity securities, and 0.12% of the value of cash and other current assets.
No performance fee will be paid.
The Company’s investment in the Volunteer Park Capital Fund SCSp is excluded from the market value of
equity securities, prior to calculation of the management fees payable by the Company to Goodhart, being an
investment in private markets, as prescribed by the sub-advisory agreement.
Prior to the appointment of Goodhart as Sub-Advisor, FTIML was entitled to a management fee paid quarterly in
arrears at the rate of 0.35% per annum of the market value of listed 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.
During the year ended 31 December 2023, the management fees payable totalled £163,000 (2022: £336,000).
At 31 December 2023, there was £31,000 outstanding payable (2022: £84,000) in relation to management fees.
During the year ended 31 December 2023, the administration fees payable to the Administrator, as detailed in
Note 4, totalled £177,000 (2022: £165,000). At 31 December 2023, there was £15,000 outstanding payable to the
Administrator (2022: £14,000) in relation to administration fees.
4 Other expenses
2023
£’000
2022
£’000
Audit fees and expenses (net of VAT) for:
Audit 35 41
Directors’ fees 108 89
Executive Director’s salary 56 –
Directors’ national insurance 13 3
Administration fee 177 165
Legal and professional fees 96 100
Registrar fees 26 21
Depositary and custodian fees 20 15
London Stock Exchange and FCA fees 19 18
Marketing and website costs 8 18
AIC membership fee 7 8
Other expenses 88 39
653 517
Directors’ remuneration and outstanding amounts are detailed in the Directors’ Remuneration Report.
53
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
5 Taxation
a) Analysis of charge in year
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax
Overseas tax suffered 192 – 192 94 – 94
192 – 192 94 – 94
b) The current taxation charge for the year differs from the standard rate of Corporation Tax in the UK of 23.5%
(2022: 19%). The differences are explained below:
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 1,737 183 1,920 1,705 13,072 14,777
Theoretical tax at UK corporation tax rate
of 23.5% (2022: 19%) 408 43 451 324 2,484 2,808
Effects of:
– UK dividends that are not taxable (109) – (109) (99) – (99)
– Foreign dividends that are not taxable (308) – (308) (316) – (316)
– Non-taxable investment gains – (70) (70) – (2,528) (2,528)
– Unrelieved excess expenses 9 27 36 91 44 135
– Overseas tax suffered 192 – 192 94 – 94
192 – 192 94 – 94
At 31 December 2023, the Company had no unprovided deferred tax liabilities (2022: £nil). At that date, based
on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses
of £13,386,000 (2022: £13,235,000) that are available to offset future taxable revenue. A deferred tax asset of
£3,346,500 (2022: £3,308,750) based on the effective rate of 25% (2022: 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 Corporation Tax Act 2010.
54
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
6 Dividends
2023
£’000
2022
£’000
Declared and paid
Amounts recognised as distributions to Ordinary Shareholders in the year.
2022 final dividend of 5.0p per share paid on 31 May 2023 (2022: year ended
31 December 2021 final dividend of 5.0p paid on 25 May 2022). 1,461 1,461
1,461 1,461
2023
£’000
2022
£’000
Proposed
Detailed below is the proposed final dividend per share in respect of the year
ended 31 December 2023, which is the basis on which the requirements of section
1159 of the Corporation Act 2010 are considered.
2023 final dividend of 5.0p per share (2022 final dividend of 5.0p per share paid
on 31 May 2023). 1,461 1,461
The Directors recommend a final dividend of 5.0p per share for the year ended 31 December 2023 (2022: final
dividend of 5.0p per share, paid on 31 May 2023). Subject to Shareholder approval at the Annual General
Meeting to be held on 16 May 2024, the dividend will be payable on 31 May 2024 to Shareholders on the
register at the close of business on 3 May 2024. The ex-dividend date will be 2 May 2024. Based on 29,222,180
shares, being the number of shares in issue (excluding shares held in Treasury) at 8 April 2024, 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
2023 2022
Net
return
£’000
Number of
shares
1
Per
share
pence
Net
return
£’000
Number of
shares
1
Per
share
pence
Revenue return after taxation 1,545 29,222,180 5.3 1,611 30,383,061 5.3
Capital return after taxation 183 29,222,180 0.6 13,072 30,383,061 43.0
Total return after taxation 1,728 29,222,180 5.9 14,683 30,383,061 48.3
¹ Weighted average number of ordinary shares, excluding shares held in Treasury, in issue during the year.
55
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
8 Investments
2023
£’000
2022
£’000
Equity investments 64,083 69,283
64,083 69,283
2023
£’000
2022
£’000
Analysis of investment portfolio movements
Opening book cost 60,663 84,582
Changes in fair value of investments 8,620 (660)
Opening fair value 69,283 83,922
Movements in the year:
Purchases at cost 949 21,645
Sales – proceeds (8,420) (46,442)
– realised gains on sales 852 878
Changes in fair value of investments 1,419 9,280
Closing fair value 64,083 69,283
2023
£’000
2022
£’000
Closing book cost 54,044 60,663
Changes in fair value of investments 10,039 8,620
Closing fair value 64,083 69,283
The Company sold investments in the year ended 31 December 2023 for a total of £8,420,000 (2022: £46,442,000).
The book cost of these investments when purchased was £7,568,000 (2022: £45,564,000). 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 £14,699,000 at 31 December 2023 (2022: £14,298,000). As at
31 March 2023, the most recent year end of the Templeton European Long-Short Equity SIF, the aggregate
amount of capital and reserves was US$25,566,000 (2022: US$18,475,000). For the year to 31 March 2023 the
profit for the year after tax and distributions was US$7,091,000 (2022: US$1,819,000).
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 £8,249,000
at 31 December 2023 (2022: £7,708,000). As at 31 December 2022, the most recent audited year end of the
Volunteer Park Capital Fund SCSp, the aggregate amount of capital and reserves was US$41,251,000 (2021:
US$37,082,000). For the year to 31 December 2022 the profit for the year after tax and distributions was
US$2,719,000 (2021: profit US$5,459,000). Please see Note 19 for additional information on this investment.
56
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
8 Investments – continued
2023
Total
£’000
2022
Total
£’000
Analysis of capital gains and losses
Realised gains on sales 852 878
Changes in fair value of investments 1,419 9,280
2,271 10,158
Transaction costs
During the year, the Company incurred transaction costs of £nil (2022: £49,000) and £3,000 (2022: £28,000)
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 44 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 2023, 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 31December 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 41,135 14,699 8,249 64,083
41,135 14,699 8,249 64,083
Financial assets at fair value through profit or loss at 31December 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
The Company’s level 2 investment is its investment in the Templeton European Long-Short Equity SIF.
57
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
8 Investments – continued
Fair value of Level 3 investments
31December
2023
£’000
31December
2022
£’000
Opening fair value of investments 7,708 5,515
Purchases 127 300
Changes in fair value of investments 414 1,893
Closing fair value of investments 8,249 7,708
The Company’s level 3 investment is its investment in Volunteer Park Capital Fund SCSp.
9 Significant holdings
As detailed in Note 8, as at 31 December 2023, the Company owned 68.5% (2022: 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 2023, the Company owned 25% (2022: 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
2023
£’000
2022
£’000
Dividend income receivable 21 24
Prepayments and accrued income 15 16
Rebate income receivable 19 56
Taxation recoverable 319 316
374 412
11 Creditors: amounts falling due within one year
2023
£’000
2022
£’000
Management fees payable 31 84
Other creditors and accruals 120 96
151 180
58
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
12 Share capital
Number
of shares
Ordinary 1p
2023
£’000
Number
of shares
Ordinary 1p
2022
£’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 20.
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:
2023
Number of
shares
2022
Number of
shares
At 1 January 35,287,462 27,981,917
Shares purchased for Treasury – 7,305,545
At 31 December 35,287,462 35,287,462
During the year ended 31 December 2023, no shares (2022: 7,305,545) were purchased for Treasury (2022: cost
£23,201,000) and no shares were sold from Treasury (2022: none).
14 Net asset value per share
The NAV, calculated in accordance with the Articles of Association, is as follows:
2023
pence
2022
pence
Share 364.1 363.2
The NAV is based on net assets of £106,411,000 (2022: £106,144,000) and on 29,222,180 (2022: 29,222,180)
shares, being the number of shares, excluding shares held in Treasury, in issue at the year end.
59
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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:
2023 2022
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 28,545 – 28,545 30,310 – 30,310
Euro 12,990 – 12,990 13,352 – 13,352
Japanese yen 10,518 – 10,518 10,062 – 10,062
Sterling 9,069 – 9,069 11,026 – 11,026
South Korean won 2,961 – 2,961 2,256 – 2,256
Swiss franc – – – 2,277 – 2,277
Cash at bank and short-term deposits
US dollar – 25,904 25,904 – 13,036 13,036
Japanese yen – 8,613 8,613 – 9,766 9,766
Sterling – 5,011 5,011 – 10,013 10,013
Swiss franc – 2,441 2,441 – 3,802 3,802
Euro – 125 125 – – –
South Korean won – 11 11 – 12 12
Debtors
Euro 173 – 173 121 – 121
Swiss franc 143 – 143 177 – 177
Japanese yen 22 – 22 25 – 25
US dollar 21 – 21 58 – 58
Sterling 15 – 15 16 – 16
South Korean won – – – 15 – 15
Creditors
Sterling (151) – (151) (180) – (180)
64,306 42,105 106,411 69,515 36,629 106,144
At 31 December 2023, the Company has undrawn financial commitments relating to its investment in Volunteer
Park Capital Fund SCSp of US$1,249,000, equivalent to £981,000 (2022: US$1,406,000, equivalent to £1,162,000).
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.
60
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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
2023 2022 Change
Japanese yen 179.56 158.60 13%
Euro 1.15 1.13 2%
US dollar 1.27 1.21 5%
South Korean won 1,647.64 1,525.33 8%
Swiss franc 1.07 1.12 –4%
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 2023 are disclosed in the Portfolio of
Investments on page 7.
If the investment portfolio valuation fell by 5.0% from the amount detailed in the Financial Statements as
at 31 December 2023, it would have the effect, with all other variables held constant, of reducing the total
return before taxation and therefore net assets by £3,204,000 (2022: £3,464,000). 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 2023 are disclosed in Note 15.
If sterling had strengthened by 5.0% against all other currencies on 31 December 2023, with all other variables
held constant, it would have the effect of reducing the total return before taxation and net assets by £4,623,000
(2022: £4,263,000). 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.
61
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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 2023. 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
31December
2023
£’000
As at
31December
2022
£’000
In one year or less 151 180
151 180
62
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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 2023 was £42,479,000 (2022: £37,041,000). 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 2023 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 2023 are disclosed in Note 15. Surplus cash
can be invested in liquidity funds and time deposits.
If interest rates had reduced by 0.25% (2022: 0.25%) from those obtained as at 31 December 2023 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 £105,000 (2022: £92,000). If there had been an increase in
interest rates of 0.25% (2022: 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 2023 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 (2022: nil).
63
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2023
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 45.
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 13.
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 23.
Under the AIC SORP, the Sub-Advisor is not considered to be a related party of the Company.
Dr Sandy Nairn is the 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.
64
Board of Directors
Charles (Cahal) Dowds (Chairman)
Hazel Cameron
Katie Folwell-Davies (appointed 26 April 2023)
David Ross (resigned 26 April 2023)
Dr Sandy Nairn
Executive Director
Dr Sandy Nairn
Sub-Advisor
Goodhart Partners LLP
Queensland House
393 Strand
London
WC2R 0LT
www.goodhartpartners.com
Administrator, Company Secretary and
Registered Office
Juniper Partners Limited
28 Walker Street
Edinburgh
EH3 7HR
email: cosec@junipartners.com
Custodian and Banker
JP Morgan Chase Bank
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
65
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 April
Annual General Meeting May
Annual dividend paid May
66
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
2023
31December
2022
Closing NAV per share (a) 364.1p 363.2p
Closing share price (b) 298.0p 314.0p
(Discount)/Premium c = (b – a) ÷ a (c) (18.2)% (13.5)%
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
67
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 2022 (pence) 363.2 314.0
Net asset value per share/share price as at 31 December 2023 (pence) 364.1 298.0
Change in the period (%) 0.2 (5.1)
Impact of dividend reinvested (%)
†
1.5 1.5
Total Return for the Period (%) 1.7 (3.6)
†
A dividend of 5.0p per share was paid on 31 May 2023 for the financial year ended 31 December 2022. A dividend of 5.0p per
share was paid on 25 May 2022 for the financial year ended 31 December 2021.
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.
2023 2022
Management fee (£000) 163 336
Other expenses (£000) 653 517
Non-recurring costs (£000) (68) (199)
Ongoing charges (£000) (a) 748 654
Average net assets (£000) (b) 105,809 102,910
Ongoing charges ratio excl. synthetic expenses (%) (a/b) 0.7 0.6
Synthetic expenses 0.2 0.3
Ongoing charges ratio inc. synthetic expenses (%) 0.9 0.9
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.
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
– continued
68
NOTICE IS HEREBY GIVEN THAT the Annual General
Meeting of Global Opportunities Trust plc (the
‘Company’) will be held at the offices of Juniper
Partners Limited, 28 Walker Street, Edinburgh
EH37HR on Thursday, 16 May 2024 at 12 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 2023
together with the Directors Report and Independent
Auditor’s Report be received.
2. That the Directors’ Remuneration Report for the year
ended 31 December 2023 be approved.
3. That a final dividend of 5.0p per ordinary share
be paid in respect of the financial year ended
31 December 2023.
4. That Hazel Cameron be re-elected as a Non-
Executive Director of the Company.
5. That Cahal Dowds be re-elected as a Non-Executive
Director of the Company.
6. That Katie Folwell-Davies 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 £97,407, being approximately one-
third of the issued share capital of the Company
(excluding Treasury shares) as at 8 April 2024
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, being
approximately 10% of the issued share capital
of the Company (excluding Treasury shares) as
at 8 April 2024; 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.
NOTICE OF ANNUAL GENERAL MEETING
69
NOTICE OF ANNUAL GENERAL MEETING – continued
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 capital of the
Company (excluding Treasury shares) as at 8 April
2024 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 in ordinary shares and
the highest current independent bid for such
shares on the London Stock Exchange; 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
9 April 2024
70
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 her/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 her/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 14 May 2024
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
71
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 19 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 8 April 2024 (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 64 of the Annual
Report and Financial Statements.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING – continued
