Annual Report and Financial Statements
for the year ended 31 December 2024
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 a Board comprising three independent
Non-Executive Directors and one Executive Director.
• Experienced manager in Dr Sandy Nairn, Executive Director, with more than
40 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 and cash.
• Annualised Net Asset Value (‘NAV’) Total Return of 8.1% since launch in 2003.
• NAV Total Return of 4.1% in 2024.
• 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
Chair’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 2024
NET ASSET VALUE PER SHARE
– cum inc.
+
2.7%
NET ASSET VALUE TOTAL RETURN
(with dividends added back)*
+
4.1%
SHAREHOLDERS’ FUNDS
£109.3m
SHARE PRICE DISCOUNT TO NET ASSET VALUE*
-
23.5%
31December
2024
31December
2023
%
Change
Net assets/shareholders’ funds (£) 109,295,000 106,411,000 +2.7
Shares in issue 29,222,180 29,222,180 –
Net asset value per share – cum inc. (pence)* 374.0 364.1 +2.7
Net asset value total return (with dividends added back) (%)* 4.1 1.7 n/a
Share price (pence) 286.0 298.0 -4.0
Dividend per share (pence) 10.0 5.0 +100.0
Share price total return (with dividends added back) (%)* -2.4 -3.6 n/a
Share price discount to net asset value (%)* -23.5 -18.2 n/a
Ongoing charges ratio (%)* 0.8 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 2024.
Investment performance
The Company’s Net Asset Value (‘NAV’) Total Return
grew by 4.1% during the year however its share price
dropped by 4.0% reflecting a widening of the discount
to NAV. In comparison, the FTSE All-World Total Return
Index rose by 19.8% and the Bloomberg Global Bond
Index declined slightly. Equity markets remained narrow
in their returns with particular reference to a small
number of US technology companies where artificial
intelligence became the central theme.
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. In this regard the Company’s NAV Total Return
over the past three years has averaged 6.8% despite
the Company retaining a defensive investment posture,
achieved through a combination of high cash levels and
the nature of the equity holdings.
As at 31 December 2024 the Company had net assets of
£109.3 million. The NAV per ordinary share was 374.0p
and the middle market price per share on the London
Stock Exchange was 286.0p, representing a discount to
NAV of 23.5%. The Company’s discount is discussed in
more detail in the section that follows.
Further details on the investment performance of the
Company during the year under review are provided
in the Executive Director’s Report on pages 5 and 6 of
this report.
Discount and appointment of broker
The Company’s discount to underlying NAV averaged
20.5% during the year, and at the year end stood at
23.5%. The Board is very conscious of the level of the
discount and will look closely at a range of options for
improving the marketability of the Company. To this
end Cavendish have been appointed as company broker
with effect from 3 February 2025 to assist with efforts
to improve demand for the Company’s shares. Further
initiatives will be put in place in the coming year.
Although there were no share buybacks conducted
during the year, the Board 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’).
Increased final dividend
The return per ordinary share for the year ended
31 December 2024 was 14.9p (2023: 5.9p), comprising
a revenue return of 7.4p per share and a capital return of
7.5p per share. The Board is proposing a final dividend
of 10.0p per share, representing a doubling of the prior
year’s dividend (2023: 5.0p). Subject to the approval of
the payment of the final dividend by shareholders at
the AGM, the dividend will be paid on 30 May 2025
to those shareholders on the register at the close of
business on 2 May 2025. This dividend is fully covered
by the Company’s revenue reserves and exceeds the
minimum that the Company is obliged to distribute
under law to maintain its investment trust status.
Board composition
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 Meeting
This year’s AGM will be held on 15 May 2025 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 page 22.
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.
CHAIR’S STATEMENT
4
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 2025.
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 also 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
3 April 2025
CHAIR’S STATEMENT – continued
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5
Background and context
The year was one where strong returns were delivered
by global equities but focussed on a narrow range of
companies. Government bonds on the other hand
recorded a marginal decline. Sentiment on inflation and
hence interest rates fluctuated through the year as the
US Federal Reserve painted a more positive picture but
with periodic reservations expressed. On the political side
the damage done by the post Covid inflationary jump
could be seen in the anti-incumbency voting patterns. In
the UK this resulted in a Labour landslide and the return
of President Trump in the US. Hitherto governments
have not had to deal with the consequences of the post
global financial crisis build up in government debt and
it is not a winning strategy when seeking votes to focus
on coming fiscal issues. Normal practice is that during
the post-election period the new government then
resets expectations as the reality of dealing with historic
level fiscal overhangs are confronted. In the UK this has
led to a rapid change in sentiment to the new Labour
government. In the US it is too early to tell but the most
likely outcome from President Trump will be to continue
with debt expansion and pressurise the Federal Reserve
to cut rates. There will be resistance which may lead
to questioning of the Federal Reserve’s independence.
None of this is supportive for asset markets. On the other
hand, the US has continued to deliver economic growth
which has channelled into excitement largely focussed on
artificial intelligence related businesses. At an aggregate
level this has left the US cyclically adjusted price-earnings
ratio at its second most expensive level in history, higher
than 1929 and only exceeded by the technology, media
and telecommunications peak of late 2000.
As many commentators have pointed out: a large part
of global equity gains flowed from a small number of
technology companies, the so called ‘magnificent seven’
(Alphabet, Amazon, Apple, Meta, Microsoft, NVIDIA,
and Tesla). On the negative side, for the indices, this
does pose some considerable risk if expectations are
not met. On the positive side, it means that there have
been different price experiences across sectors and
market capitalisation levels. Whilst we remain of the
view that the aggregate risk/reward on equities is not
attractive, it is important to remember that in a market
which has displayed such narrowness, opportunities may
exist in areas where less attention has been directed.
In anticipation of this, the Company’s Sub-Advisor
has added experienced research resources with a long
history in smaller and mid-cap equities. It is important to
be ready to invest when the opportunities arise.
The economic path is not entirely clear. Under normal
circumstances the need to address the debt overhang
would cause the economy to slow and equity markets
to retrench accordingly. Inflation would continue on
a downward path and whilst recession would appear,
the conditions for an upswing would begin to form.
However, it is unlikely that President Trump would
willingly countenance such an outcome. All that he
has said suggests that there will initially be little by the
way of fiscal tightening and enormous pressure will
be exerted for monetary laxity. It is not clear what the
initial market reactions to this will be but ultimately
it is a combination of policies which would unsettle
bond markets as funding requirements continue to
grow. A perception that control of inflation has been
subordinated to presidential whim is not an environment
conducive to premium pricing of assets. We therefore
retain our caution with the caveat that there are some
pockets of attractive valuations.
The portfolio
The structure of the portfolio has changed somewhat
from last year. Part of this was driven by necessity and
part by design.
The necessity element related to the Templeton European
Long-Short fund holding. Since we initiated the holding
the fund had performed much as we had hoped providing
support in difficult markets and largely eking out gains in
more buoyant ones. However, the manager of the fund
departed and as a consequence we took the decision to
exit our holding. The return for 2024 until the exit point
was marginally positive. Since initiation, in December
2021, this fund investment has returned 53.9% and
contributed a realised gain of £5.3m.
The direct equity holdings were increased to about 45%
of the Company’s net assets from 40% at the end of
2023. The return over the period was approximately 8%.
Within this there were a number of changes. The first
was that positions in a number of Japanese companies
were exited as price targets were triggered. These
included Sumitomo Mitsui Trust Bank, Daiwa House
Murata, and Nabtesco. The reverse of these trades was
the investment in the AVI Japanese Special Situations
fund which afforded us access to attractively priced
smaller Japanese companies with inefficient balance
sheets where there was pressure for corporate change.
Towards the end of 2024 we also invested in a number
of smaller European companies including Kalmar, the
port equipment company spun out from Cargotec, and
the fish farming company Bakkafrost.
The Volunteer Park Capital Fund rose slightly over the
year and as its portfolio matures and their companies
perform, we are beginning to see the expected
distributions occur.
EXECUTIVE DIRECTOR’S REPORT
6
Overall, the cash component remained high at 34.2%
(combining liquidity funds and net current assets).
The high level of cash reflects the difficulty in finding
undervalued investments, but, when these appear,
cash will be reduced. Over the year, the cash return
was 4.5% against the NAV Total Return of 4.1%. For
comparative purposes, the Bloomberg Global Bond
Index was marginally negative whilst the FTSE All-World
Index Total Return was 19.8%. For the second year in
a row the Company was short listed for the Investment
Week Investment Company of the year in the Flexible
category. Whilst the returns lagged those of the global
equity index these have to be viewed in the context
of historically high equity valuations in a world of
meaningful economic risk. We are beginning to see
some additional opportunities and are confident that we
have the additional resources to make sure we exploit
them as they arise.
Future prospects
Equity valuations remain stretched and the macro
environment weighed down with debt. Perversely, this is
a positive for the Company. Cracks will begin to appear
and when they do the Company is well placed to take
advantage of them. The portfolio has been structured
to try and give downside protection but still provide
positive returns whilst we wait for rationality to return.
The most exciting period will be when this happens
and the portfolio can be restructured into one with
significantly higher upside.
As previously mentioned in the Chair’s Statement, the
Company’s share price discount to NAV widened during
the year. I will be working with the Board and our newly
appointed broker, Cavendish, to address the discount
during 2025. Through positive investment performance,
our aim is to continue to attract new shareholders and
grow the Company.
Dr Sandy Nairn
Executive Director
3 April 2025
EXECUTIVE DIRECTOR’S REPORT – continued
7
PORTFOLIO OF INVESTMENTS
as at 31 December 2024
Company Sector
Country of
Incorporation
Valuation
£’000
% of
Net assets
AVI Japanese Special Situations Fund
1
Financials Japan 12,987 11.9
Volunteer Park Capital Fund SCSp
2
Financials Luxembourg 8,130 7.4
Unilever Consumer Staples United Kingdom 3,501 3.2
TotalEnergies Energy France 3,133 2.9
Imperial Brands Consumer Staples United Kingdom 2,873 2.6
Jet2 Industrials United Kingdom 2,666 2.4
Tesco Consumer Staples United Kingdom 2,605 2.4
Alibaba Group Consumer Discretionary Hong Kong 2,595 2.4
Qinetiq Industrials United Kingdom 2,492 2.3
Lloyds Banking Group Financials United Kingdom 2,362 2.2
ENI Energy Italy 2,313 2.1
Panasonic Consumer Discretionary Japan 2,261 2.1
Dassault Aviation Industrials France 2,218 2.0
Orange Communication Services France 2,118 1.9
RTX Industrials United States 2,100 1.9
Sanofi Health Care France 1,845 1.7
General Dynamics Industrials United States 1,789 1.6
Samsung Electronics Information Technology South Korea 1,789 1.6
Breedon Group Materials United Kingdom 1,677 1.5
Whitbread Consumer Discretionary United Kingdom 1,618 1.5
Verizon Communications Communication Services United States 1,482 1.4
Intel Information Technology United States 1,281 1.2
Nestle Consumer Staples Switzerland 1,213 1.1
Philips Health Care Netherlands 942 0.9
Azelis Group Materials Belgium 927 0.9
Bakkafrost Consumer Staples Denmark 906 0.8
Kalmar Industrials Finland 838 0.8
Danieli Industrials Italy 816 0.7
Terveystalo Health Care Finland 422 0.4
Equity Investments 71,899 65.8
Liquidity Fund Investments 22,287 20.4
Total Investments 94,186 86.2
Cash and other Net Assets 15,109 13.8
Net Assets 109,295 100.0
1
Sub-Fund of Gateway UCITS Funds PLC
2
Luxembourg Special Limited Partnership
8
AVI Japanese Special Situations Fund
% of Net Assets
11.9
Sector
Financials
AVI Japanese Special Situations is an open-ended fund in an Irish UCITS structure, launched in April 2024. Its
investment objective is to achieve long-term capital appreciation through investing in a portfolio of over-capitalised
small-cap Japanese equities.
Volunteer Park Capital Fund SCSp
% of Net Assets
7.4
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.
Unilever
% of Net Assets
3.2
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.
TotalEnergies
% of Net Assets
2.9
Sector
Energy
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural
gas and green gases, renewables and electricity. With over 100,000 employees and active in about 120 countries,
TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
Imperial Brands
% of Net Assets
2.6
Sector
Consumer Staples
Imperial Brands is a manufacturer, marketer, distributor, and seller of a wide range of tobacco and related products. The
company’s product portfolio includes cigarettes, fine-cut and smokeless tobacco, cigars, and e-cigarettes. Imperial Brands,
through its subsidiary Logista, also provides logistics and distribution services.
TOP 10 HOLDINGS
As at 31 December 2024
9
Jet2
% of Net Assets
2.4
Sector
Industrials
Jet2 is a provider of leisure and travel, and logistics and distribution services. It offers leisure air travel and package
holidays, and operates scheduled, charter and tour operator flights. Jet2 is headquartered in the UK.
Tesco
% of Net Assets
2.4
Sector
Consumer Staples
Tesco is a United Kingdom-based retail company. The Company is engaged in the business of retailing and associated
activities, insurance services and money services. The Company’s segments include UK & Ireland and Central Europe.
Alibaba Group
% of Net Assets
2.4
Sector
Consumer Discretionary
Alibaba Group is a Chinese technology company with businesses comprising core commerce, digital media and
entertainment, cloud computing and other innovation initiatives. Alibaba Group provides services through its
subsidiaries, including Taobao and Tmall. It also offers logistics services through the Koubei and Cainiao companies.
Qinetiq
% of Net Assets
2.3
Sector
Industrials
Qinetiq is a United Kingdom-based provider of science and technology products and solutions. It serves defence,
aviation and aerospace, energy and utilities, financial services, government, law enforcement, marine, space, and
telecommunication industries.
Lloyds Banking Group
% of Net Assets
2.2
Sector
Financials
Lloyds Banking Group operates under various brands such as Lloyds Bank, Scottish Widows and Halifax. It distributes
these products and services through branches, ATMs, and digital channels and is headquartered in London.
TOP 10 HOLDINGS – continued
As at 31 December 2024
10
Sector Distribution
Health Care 3.0%
Financials: Japanese Fund 11.9%
Consumer Staples 10.1%
Liquidity funds and cash 34.2%*
Materials 2.4%
Information Technology 2.8%
Industrials 11.7%
Consumer Discretionary 6.0%
Energy 5.0%
Communication Services 3.3%
Financials: Private Equity Fund 7.4%
Financials: Direct Equities 2.2%
The figures detailed in the sector distribution pie chart represent the Company’s exposure to those sectors through its
investments and cash.
Geographical Distribution
United Kingdom 18.1%
Europe ex UK 16.2%
North America: Direct Equities 6.1% Asia Pacific ex Japan 4.0%
Japan 14.0%
Liquidity funds and cash 34.2%*
North America: Private Equity Fund 7.4%
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 liquidity fund investments, cash and other net assets as at 31 December 2024 is based on
currencies held in the following regions/countries:
2024 2023
North America 26.9% North America 24.4%
United Kingdom 6.3% United Kingdom 4.6%
Europe ex UK 1.0% Europe ex UK 2.7%
Japan – Japan 8.1%
34.2% 39.8%
DISTRIBUTION OF INVESTMENTS
as at 31 December 2024 (% of Net Assets)
11
LONG TERM PERFORMANCE
Ten-year Performance Chart
160%
100%
180%
140%
200%
20232021202020192018201720162015 2022
*
120%
80%
2024
Share Price Total Return NAV Total Return UK Flexible Investment Sector Total Return
Source: Refinitiv Datastream
* Investment Objective and Policy changed on 17 December 2021
Performance since inception
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 0.9%
8
2024 £109.3m 374.0p 286.0p 23.5% 7.5p 10.0p
4
0.8%
9
1
Period 13 November 2003 to 31 December 2004. The Company commenced operations on the admission of its shares to trading
on the London Stock Exchange on 15 December 2003.
2
Includes a special dividend of 1.0p.
3
Includes a special dividend of 1.5p.
4
Proposed dividend for the year.
5
Ongoing charges ratio based on total expenses, excluding finance costs, transaction costs and certain non-recurring items for the
year as a percentage of the average monthly net asset value.
6
Ongoing charges ratio 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.
9
The ongoing charges ratio includes look-through costs of 0.1% relating to the investments in the AVI Japanese Special Situations
Fund 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 Chair’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 Financial
Conduct Authority (‘FCA’) as a Small Registered
Alternative Investment Fund Manager.
The Company’s shares are listed on the closed-ended
investment funds category of the Official List and traded
on the main market of the London Stock Exchange.
The Company is a member of the Association of
Investment Companies (‘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 global listed equities portion of the portfolio is
managed by Dr Nairn, who is a full time Executive
Director of the Company. In addition, the Company
entered into a strategic relationship with Goodhart
Partners LLP (‘Goodhart’) in 2023. Goodhart’s role is
twofold, both to introduce private market opportunities
to the Company, and to provide investment sub-
advisory services to the Company to assist Dr Nairn in
managing the global listed equities mandate. Goodhart
has added significant analytical resource to assist with
the management of the Company. This resource brings
specialist knowledge in a number of key investment
areas including global technology and small/mid cap
stocks. Further information on Goodhart is available via
their website at www.goodhartpartners.com.
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 Chair’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 29 investments, excluding
cash and other net assets as at 31 December 2024, 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 2024 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc -2.4 3.2 1.9
AIC Flexible Investments peer group
†
8.0 -5.7 15.9
FTSE All-World Total Return Index* 19.8 28.5 74.2
NAV Total Return
to 31 December 2024 1 year (%) 3 years (%) 5 years (%)
Global Opportunities Trust plc 4.1 22.6 27.1
AIC Flexible Investments peer group
†
7.9 6.2 39.1
FTSE All-World Total Return Index* 19.8 28.5 74.2
†
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 NAV
as at 31 December 2024 (%) 2023 (%) 2022 (%)
Global Opportunities Trust plc 23.5 18.2 13.5
AIC Flexible Investments peer group
†
22.0 18.3 14.4
Ongoing Charges Ratio
to 31 December 2024 (%) 2023 (%) 2022 (%)
Global Opportunities Trust plc 0.8 0.9 0.9
AIC Flexible Investments peer group
†
0.9 0.9 1.0
†
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 2024. The Company’s
investment in the Templeton European Long-Short
Equity Fund, which used derivatives, was sold on
1 November 2024.
Principal Risks
The Board, in conjunction with 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 a semi-annual basis by the Audit and Management Engagement Committee. There have been
no new risks identified during the year, however, geopolitical risk has moved from being an emerging risk and is now
considered to be a principal risk.
The principal risks and any emerging 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:
Principal Risks Mitigation and Controls
Geopolitical Risk
Heightened geopolitical tensions, including the ongoing
conflicts in Ukraine and the Middle East, coupled with
potential new trade tariffs introduced by the US, could
have an adverse impact on global markets and impact
the Company’s portfolio.
Now considered a principal risk,
rather than an emerging risk
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, in order to reduce risk
relative to less-diversified portfolios.
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.
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
As referred to in the Chair’s Statement, the Company’s
share price discount to NAV widened during the year.
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.
Risk has been heightened by a
widening of the discount
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 any 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. Operational risks
include cyber security, IT systems failure, inadequacy
of oversight and control and climate risk. 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. Any breaches
in controls which have resulted in errors or incidents are
required to be notified to the Board along with proposed
remediation actions.
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 Chair 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 Chair 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.
17
STRATEGIC REVIEW – continued
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 below.
Directors and Gender Representation
The Directors of the Company and their biographical
details are set out on page 19. As at 31 December 2024,
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.
18
STRATEGIC REVIEW – continued
Stakeholder Engagement
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.
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 Chair 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.
Corporate Broker
The Company was pleased to announce the
appointment of Cavendish Capital Markets Limited
(‘Cavendish’) as corporate broker and financial adviser
to the Company, with effect from 3 February 2025.
Under this new appointment, Cavendish will advise the
Company on the trading of the Company’s shares and
the opportunity to build relationships with new retail
investors and wealth management clients.
The Board has requested a comprehensive marketing
plan for the Company, from the Sub-Advisor, and this
will be progressed in 2025.
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
Chair
3 April 2025
19
BOARD OF DIRECTORS
Charles (Cahal) Dowds
1,2,3
Independent Non-Executive Director
Chair 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 and chairman of Continuum Advisory
Partners Limited.
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 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. He is also an investor and non-
executive director of Malted AI Limited.
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 2024. 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 10.0p to shareholders
for approval at this year’s AGM. Subject to shareholder
approval, the final dividend will be paid on 30 May 2025
to shareholders who are on the register of members as
at close of business on 2 May 2025 with an ex-dividend
date of 1 May 2025.
Share Capital
At 31 December 2024, 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 2024 was 29,222,180.
As at 2 April 2025, 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 2024 until 2 April
2025, 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
2024, a balance of 745,830 shares may be issued under
this block listing.
Share Buy-Backs
No share buy backs were undertaken by the Company
during the year under review. Since 31 December 2024
until 2 April 2025, 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 2024, 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 2024, 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
% of Total
Voting Rights
Dr Sandy Nairn* 4,684,822 16.03
1607 Capital Partners LLC 3,442,515 11.78
Noble Grossart
Investments Limited 2,468,676 8.45
* In addition to Dr Nairns holding in the Company, Mrs S Nairn,
a Person Closely Associated to Dr Nairn, holds 726,888
ordinary shares (2.50%) in the Company.
The above percentage figures are based on total voting
rights of 29,222,180 ordinary shares.
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
1607 Capital Partners LLC 3,533,839 12.09
21
DIRECTORS’ REPORT – continued
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.
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
Directors have reviewed revenue forecasts and budgets,
and these have been stressed based on various scenarios.
The Company’s assets consist principally of a diversified
portfolio of listed equity shares, a Japanese equities fund
investment, private market investments, liquidity funds
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 took comfort from
the results of a series of stress tests that considered the
impact of severe market downturn scenarios on the
Company’s financial position. The Board also considered
the following factors 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, liquidity funds 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
is comfortable that should the Executive Director
become unavailable, for any reason, the resources
available at Goodhart would mitigate any risk.
The Board considers that, following its assessment, there
is a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as
they fall due over the five-year period of its assessment.
Disclosure of Information to the Auditor
In accordance with section 418 (2) of the Companies
Act 2006, each Director confirms that, so far as they are
aware, there is no relevant audit information of which
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.
22
DIRECTORS’ REPORT – continued
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 AGM will be held at the offices of Juniper
Partners Limited, 28 Walker Street, Edinburgh EH3 7HR
on Thursday, 15 May 2025 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 10 inclusive deal with the ordinary
business of the meeting, namely the receipt of the
Annual Report and Financial Statements, to approve the
Remuneration Policy, the Directors Remuneration Report,
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.
Resolution 2
As noted above, shareholders will be requested to approve
the Company’s Remuneration Policy. No changes have
been made to the policy since it was last approved in
2022. Further details can be found on page 23.
In addition to the ordinary business, resolutions relating
to the following special business will be proposed:
Resolution 11: 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 12: 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 13: 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 11 to 14
will expire at the conclusion of the 2026 Annual
General Meeting.
Resolution 14: 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 its 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
3 April 2025
23
REMUNERATION REPORT
The Board is pleased to present the Company’s
Remuneration Report for the year ended 31 December
2024 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 Chair of the Board,
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 be submitted for approval by shareholders at
this years AGM on 15 May 2025.
The following table sets out the votes received in
relation to the Remuneration Policy at the 2022 AGM:
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 2024, the Non-Executive
Directors of the Company received the following fees:
Chair 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
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). The
evaluation of carried interest and other profits for the
period ended 31 December 2024 was made in February
2025 and concluded there were none, for the period,
therefore no salary reduction was required.
Annual Report on Remuneration (audited)
A single figure for the total remuneration of each Director for the year ended 31 December 2024 is set out in the
table below alongside the previous years’ total remuneration for comparative purposes:
Total 2024 Total 2023
Director
Fees
(£)
Salary
(£)
Fees
(£)
Salary
(£)
Cahal Dowds 33,000 – 33,000 –
Hazel Cameron 27,000 – 27,000 –
Katie Folwell-Davies
1
28,000 – 18,990 –
David Ross
2
– – 8,938 –
Dr Sandy Nairn
3
25,000 75,000 20,190 56,250
113,000 75,000 108,118 56,250
1
Appointed as a Director on 26 April 2023.
2
Retired as a Director on 26 April 2023.
3
From 29 March 2023, Dr Nairn receives a salary of £75,000 per annum in addition to a £25,000 annual fee.
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 2024 compared to the previous four financial years. Details of the annual fees
paid to Directors are provided in the above table. 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 2024 2023 2022 2021 2020
Cahal Dowds
1
– 6.6 73.4 – n/a
Hazel Cameron
2
– 14.0 77.1 – n/a
Katie Folwell-Davies
3
47.4 – n/a n/a n/a
Dr Sandy Nairn
4
30.8 – n/a n/a n/a
David Ross
5
n/a (66.0) 5.0 – 6.9
Teddy Tulloch
6
n/a n/a n/a (55.6) 1.7
David Hough
7
n/a n/a n/a (82.2) 2.4
Tom Walker
8
n/a n/a (67.5) – 36.5
1
Appointed as a Director on 18 May 2021 and Chair 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
Appointed as Executive Director on 27 April 2022 and on a full time basis from 29 March 2023.
5
Retired as a Director on 26 April 2023.
6
Retired as a Director and Chair 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
2024
(£)
2023
(£)
Non-Executive Directors’ fees 113,000 108,118
Executive Director and Management fees 216,627 218,466
Buyback of ordinary shares – –
Annual dividend paid to shareholders 1,461,109
1
1,461,109
2
Year on year change
As at 31 December
2024
%
2023
%
Non-Executive Directors’ fees 4.5 23.0
Executive Director and Management fees (0.8) (35.2)
Buyback of ordinary shares – (100.0)
Annual dividend paid to shareholders – –
1
A final dividend of 5.0p per ordinary share relating to the financial year ended 31 December 2023 was paid to shareholders on
31 May 2024.
2
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.
Statement of Voting at the 2024 Annual General Meeting
The following sets out the shareholder votes received at the 2024 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 %
12,950,791 99.85 19,499 0.15 12,970,290 69,391
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 2024 31 December 2023
Cahal Dowds 34,987 34,987
Hazel Cameron 24,626 24,626
Katie Folwell-Davies – –
Dr Sandy Nairn
1
4,684,822 4,534,822
1
In addition to the above beneficial shareholdings, Mrs S Nairn, a Person Closely Associated to Dr Nairn, holds 729,666 ordinary
shares (2.50%) 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.
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%
250%
150%
50%
100%
FTSE All World Total Return IndexShare Price Total Return
20232021202020192018201720162015 2022
200%
2024
UK Retail Price Index
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
3 April 2025
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 intends to comply with the new AIC
Code issued in August 2024, which will come into effect
for accounting periods beginning on or after 1 January
2025 (with the exception of Provision 34 which will
come into effect for accounting periods beginning on or
after 1 January 2026).
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 Chair, 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 Chair, 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 Chair 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 2024 the Board comprised three
Non-Executive Directors, all of whom are considered to
be independent, and one Executive Director.
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,
Sub-Advisor, 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 4/4 3/3 1/1 1/1
Dr Sandy Nairn 4/4 n/a n/a n/a
In addition to the above scheduled meetings, several ad-hoc Board meetings were held during the year. These
meetings discussed the investment management arrangements and the Company’s portfolio.
Performance Evaluation
In accordance with the AIC Code, an evaluation of the
Non-Executive Directors of the Company 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.
A process of performance evaluation has been undertaken,
by way of questionnaire, by which the performance of
the Chair, 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 2024.
This process consisted of a series of appraisal meetings
and discussions between the Chair 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
Chair was similarly evaluated by the other Directors, led by
the Chair of the Nomination Committee. The composition
and performance of the Board Committees were also
assessed as part of the evaluation process.
Following completion of the evaluation process, the
Board concluded that all 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.
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 considered
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 2024, in
accordance with Listing Rule 6.6.6(R):
• At least 40% of the individuals on the
Board are women: the Company meets
this target with its Board composition being
50% female.
• At least one senior Board position is held
by a woman: in line with other investment
trusts, the Board considers the Chair of the
Board and the chair roles of its permanent
committees to be senior positions. As at
31 December 2024, 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 Chair of the Board was held by a man.
The Company has not appointed a senior
independent director for the reasons given on
page 27.
• At least one individual on the Board is 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 6.6.6R(10) as at 31 December 2024.
This data has been collected through direct consultation
with the Board. There have been no changes in the
below data since 31 December 2024.
Gender
Number
of Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
Percetage
of senior
positions of
the Board
Men 2 50% 1
1
25%
Women 2 50% 3
2
75%
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.
Gender
Number
of Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
Percetage
of senior
positions of
the Board
White
British
or other
White 4 100% 4 100%
Chair and Directors’ Tenure Policy
The Board has set a Tenure Policy which covers both the
Chair and all Non-Executive Directors.
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.
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 from their date of
appointment.
30
CORPORATE GOVERNANCE REPORT – continued
Succession Planning
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 2025 AGM, no Director will have served for a
period greater than four years. Although no changes are
therefore being proposed to its composition, succession
planning is continuously considered as part of the
Board’s responsibilities.
Director
Date of
Appointment
Tenure at
2025 AGM
Cahal Dowds 18 May 2021 4 Years
Hazel Cameron 18 May 2021 4 Years
Katie Fowler-Davies 26 April 2023 2 Years
Dr Sandy Nairn 27 April 2022 3 Years
Re-election and Appointment of Directors
In accordance with the AIC Code, the Board has
adopted the policy of requiring each Director to stand
for re-election on an annual basis to allow shareholders
to decide on the appropriateness of the composition of
the Board. Any new Directors appointed during the year
are automatically subject to election at the first AGM
following their appointment.
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 2025 AGM. Dr Nairn will also stand for re-election
as an Executive Director of the Company.
The Board acknowledges that Cahal Dowds and Hazel
Cameron are both directors of Continuum Advisory
Partners Limited (‘Continuum’), a private limited
company. 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/
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.
31
CORPORATE GOVERNANCE REPORT – continued
A register of conflicts/potential conflicts of interest is
maintained by the Company Secretary and is reviewed at
each Board meeting. 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 2024, 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 2024 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 2024, and to the date of approval
of this Annual Report.
On behalf of the Board
Cahal Dowds
Chair
3 April 2025
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
2024.
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 Chair of the Board, 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 2024.
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 to the Board 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. The audit partner, with
effect from the year ended 31 December 2023, has been
Richard Sutherland. 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
2024; 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 15 May 2025.
Audit Fee
The audit fee for the year ended 31 December 2024 was
£37,500 (2023: £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 2024, 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
3 April 2025
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
Chair
3 April 2025
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 2024, which comprise the
Income Statement, the Balance Sheet, the Statement
of Changes in Equity, Statement of Cash Flow and
notes to the financial statements, 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 2024 and
of its return for the year then ended;
• Have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
• Have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor responsibilities for the audit of
the financial statements section of our report. We are
independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard, as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Our approach to the audit
We planned our audit by first obtaining an
understanding of the Company and its environment,
including its key activities delegated by the Board to
relevant approved third-party service providers and the
controls over provision of those services.
We conducted our audit using information maintained
and provided by Juniper Partners Limited (the “Company
Secretary”, and “Administrator”) Goodhart Partners LLP
(the “Sub-Advisor”), and JP Morgan Chase Bank (the
“Custodian”), to whom the Company has delegated the
provision of services.
We tailored the scope of our audit to reflect our
risk assessment, taking into account such factors as
the types of investments within the Company, the
involvement of the Administrator, the accounting
processes and controls, and the industry in which the
Company operates.
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds
for materiality. These together with qualitative
considerations, helped us to determine the scope of our
audit and the nature, timing, and extent of our audit
procedures on the individual financial statement line
items and disclosures and in the evaluation of the effect
of misstatements, both individually and in aggregate on
the financial statements as a whole.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period
and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, we do not
provide a separate opinion on these matters.
We summarise below the key audit matters in arriving
at our audit opinion above, together with how our audit
addressed these matters and the results of our audit work
in relation to these matters.
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
andour conclusions
Valuation of level 1 and level 2 investments
(as described on page 33 in the Report of the Audit and
Management Engagement Committee and as per the
accounting policy on page 49 and Note 8).
The valuation of the level 1 listed investments portfolio
was £50.8m and the value of the level 2 investments
portfolio was £35.3m as at 31 December 2024.
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 a key
audit matter, being one of the most significant assessed
risks of material misstatement due to error.
There is a further risk that investments held at fair value
may not be actively traded and the quoted prices may
not therefore be reflective of their fair value.
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 2 investments held at 31 December
2024 to an independent third-party source and
recalculated the investment valuations.
We obtained average trading volumes from an
independent third-party source for all level 1
investments held at year end and have assessed their
liquidity. We have also assessed trading activity for
evidence of an active market.
From our completion of the procedures, we identified
no material misstatements in relation to the valuation of
level 1 and level 2 investments.
Valuation and ownership of level 3 investment
(as described on page 33 in the Report of the Audit and
Management Engagement Committee and as per the
accounting policy on page 49 and Note 8).
The valuation of the level 3 investment as at
31 December 2024 was £8.1m.
As this is a large 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 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 31 December 2024.
We performed a walkthrough of the level 3 investment
valuation and ownership 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 obtained evidence that the NAV of the underlying
investment was audited by a registered auditor and
reviewed the auditor’s opinion for any modifications.
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
andour conclusions
Revenue recognition, including allocation of special
dividends as revenue or capital returns
(as described on page 33 in the Report of the Audit and
Management Engagement Committee and as per the
accounting policy on page 48 and Note 2).
Income from investments recognised in the year was
£1.6m, primarily consisting of dividend income from
listed investments.
Revenue-based performance metrics are often one of
the key performance indicators for stakeholders. The
income from investments received by the Company
during the year directly impacts these metrics and the
minimum dividend required to be paid by the Company.
There is a risk that revenue is incomplete, did not occur
or is inaccurate through failure to recognise income
entitlements or failure to appropriately account for their
treatment. It has therefore been designated a key audit
matter, being one of the most significant assessed risks
of material misstatement due to error.
Additionally, there is a further risk of incorrect allocation
of special dividends as revenue or capital returns, as
judgement is required in determining their allocation
within the Income Statement. This has been assessed as
a risk of material misstatement due to fraud and error.
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 financial reporting
framework, including the AIC SORP and the Company’s
accounting policies.
We recalculated 100% of dividends due to the
Company based on investment holdings throughout the
year, exchange rates as agreed to independent third-
party sources, and announcements made by investee
companies.
We agreed a sample of investment income recognised
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 in relation to revenue
recognition, including allocation of special dividends as
revenue or capital returns.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in
determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the financial statements as a whole
We have set materiality as 1% of net assets as we believe that net assets is the primary
performance measure used by investors and is the key driver of shareholder value.
We determined the measurement percentage to be commensurate with the risk and
complexity of the audit and the Company’s listed status.
£1.09m
(2023: £1.06m)
Performance materiality
Performance materiality represents amounts set by the auditor at less than materiality
for the financial statements as a whole, to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality for the financial statements as a whole.
In setting this we consider the Company’s overall control environment and any
experience of the audit that indicates a lower risk of material misstatements. We have
set performance materiality at 75% of our overall financial statement materiality, as we
audited the Company in the prior year.
£0.82m
(2023: £0.80m)
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 the higher of 5% of the net revenue return on ordinary
activities before tax and our Audit and Management Engagement Committee Reporting
Threshold.
We have set a specific materiality in respect of related party transactions and Directors’
remuneration.
We used our judgement in setting these thresholds and considered our past experience of
the audit, the history of misstatements and industry benchmarks for specific materiality.
£0.12m
(2023: £0.09m)
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.
£0.05m
(2023: £0.05m)
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 macro-economic
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; 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
We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the entity’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
• The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 21;
• The Directors’ explanation as to its assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 21;
• The Directors’ statement on fair, balanced and
understandable set out on page 36;
• 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’ 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 Statement of Directors’
Responsibilities 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 to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
We assessed whether the engagement team collectively
had the appropriate competence and capabilities to
identify or recognise non-compliance with laws and
regulations by considering their experience, past
performance and support available.
All engagement team members were briefed on relevant
identified laws and regulations and potential fraud
risks at the planning stage of the audit. Engagement
team members were reminded to remain alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and the sector in which it operates, focusing
on those provisions that had a direct effect on the
determination of material amounts and disclosures in
the financial statements. The most relevant frameworks
we identified include:
• Companies Act 2006;
• Financial Conduct Authority (FCA) listing and
Disclosure Guidance and Transparency Rules
(DTR);
• 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 by the
Association of Investment Companies (the
‘AIC’) in July 2022;
• Financial Reporting Standard 102; and
• The Company’s qualification as an investment
trust under section 1158 of the Corporation Tax
Act 2010.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through
our review of relevant correspondence with regulatory
bodies and board meeting minutes.
We assessed the susceptibility of the financial statements
to material misstatement, including how fraud might
occur, by meeting with management and those charged
with governance to understand where it was considered
there was susceptibility to fraud. This evaluation also
considered how management and those charged
with governance were remunerated and whether
this provided an incentive for fraudulent activity. We
considered the overall control environment and how
management and those charged with governance
oversee the implementation and operation of controls.
In areas of the financial statements where the risks were
considered to be higher, we performed procedures to
address each identified risk. We identified a heightened
fraud risk in relation to:
• Valuation of level 3 investments;
• Allocation of special dividends as revenue or
capital returns; and
• Management override of controls.
Audit procedures performed in response to the risks
relating to allocation of special dividends and valuation
of the level 3 investment are set out in the section
on key audit matters above, and audit procedures
performed in response to the risk of management
override of controls are included below.
43
INDEPENDENT AUDITOR’S REPORT – continued
to the members of Global Opportunities Trust plc
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;
• Reviewing the level of and reasoning behind
the Company’s procurement of legal and
professional services;
• Performing audit 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
assessing judgements made by management
in their calculation of accounting estimates for
potential management bias;
• Completion of appropriate checklists and use
of our experience to assess the Company’s
compliance with the Companies Act 2006 and
the Listing Rules; and
• Agreement of the financial statement
disclosures to supporting documentation.
Our audit procedures were designed to respond to
the risk of material misstatements in the financial
statements, recognising that the risk of not detecting
a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as
fraud may involve intentional concealment, forgery,
collusion, omission or misrepresentation. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions reflected
in the financial statements, the less likely we 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 five years,
covering the years ended 31 December 2020 to
31 December 2024.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting
our audit.
Our audit opinion is consistent with the additional report
to the Audit 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 on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
3 April 2025
44
INCOME STATEMENT
for the year ended 31 December 2024
2024 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments at fair value through
profit or loss 8 – 2,123 2,123 – 2,271 2,271
Foreign exchange gains/(losses) on
capital items – 136 136 – (1,974) (1,974)
Income 2 2,996 33 3,029 2,460 – 2,460
Investment management fee 3 (42) (99) (141) (49) (114) (163)
Other expenses 4 (591) – (591) (653) – (653)
Net return before finance costs
andtaxation 2,363 2,193 4,556 1,758 183 1,941
Finance costs
Interest payable and related charges (7) – (7) (21) – (21)
Net return before taxation 2,356 2,193 4,549 1,737 183 1,920
Taxation – overseas withholding tax 5 (204) – (204) (192) – (192)
Net return after taxation 2,152 2,193 4,345 1,545 183 1,728
Return per ordinary share 7 7.4p 7.5p 14.9p 5.3p 0.6p 5.9p
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
Statement of Recommended Practice (SORP 2022).
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
2024
£’000
2023
£’000
Fixed asset investments
Investments at fair value through profit or loss* 8 94,186 64,083
Current assets
Debtors 10 411 374
Cash at bank and short-term deposits 16,506 42,105
16,917 42,479
Current liabilities
Creditors 11 (1,808) (151)
(1,808) (151)
Net current assets 15,109 42,328
Net assets 109,295 106,411
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 92,474 90,281
Revenue reserve 4,805 4,114
Total shareholders’ funds 109,295 106,411
Net asset value per ordinary share 14 374.0p 364.1p
* Investments at fair value through profit or loss includes liquidity fund investments of £22,287,000 not previously held by the
Company. A breakdown of Investments can be seen on pages 55 to 57.
The Financial Statements on pages 44 to 63 were approved by the Board of Directors on 3 April 2025 and signed on
its behalf by:
Cahal Dowds
Chair
Registered in Scotland No. SC259207
BALANCE SHEET
as at 31 December 2024
The Notes on pages 48 to 63 form part of these Financial Statements.
46
Year ended 31 December 2024 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 2024 645 1,597 14 9,760 90,281 4,114 106,411
Net return after taxation – – – – 2,193 2,152 4,345
Dividends paid 6 – – – – – (1,461) (1,461)
At 31December 2024 645 1,597 14 9,760 92,474 4,805 109,295
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
1
Distributable reserves total £100,167,000 (2023: £94,170,000). The Capital reserve comprises realised gains of £85,602,000
(2023: £80,296,000), which are distributable, and unrealised gains of £6,872,000 (2023: £9,985,000), which are not immediately
distributable.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2024
The Notes on pages 48 to 63 form part of these Financial Statements.
47
STATEMENT OF CASH FLOW
for the year ended 31 December 2024
Year ended
31December 2024
Year ended
31December 2023
Note £’000 £’000 £’000 £’000
Cash flows from operating activities
Net return on ordinary activities before taxation 4,549 1,920
Adjustments for:
Gains on investments 8 (2,123) (2,271)
Interest payable 7 21
Purchases of investments* 8 (60,433) (949)
Sales of investments* 8 34,122 8,420
Dividend income 2 (1,601) (1,774)
Other income 2 (1,428) (686)
Dividend income received 1,612 1,777
Other income received 1,335 723
Decrease in receivables 2 1
Increase/(decrease) in payables 1 (29)
Overseas withholding tax deducted (174) (195)
(28,680) 5,038
Net cash flows from operating activities (24,131) 6,958
Cash flows from financing activities
Equity dividends paid from revenue (1,461) (1,461)
Interest paid (7) (21)
Net cash flows from financing activities (1,468) (1,482)
Net (decrease)/increase in cash and
cashequivalents (25,599) 5,476
Cash and cash equivalents at the start of the year 42,105 36,629
Cash and cash equivalents at the end of the year 16,506 42,105
* 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. Amounts include liquidity fund investment
subscriptions and redemptions not previously dealt by the Company. A breakdown of investments purchases and sales can be
seen on pages 55 to 57.
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 2023.
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 2024
49
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
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.
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 rates
subsequent to the date of the transaction is included as a gain or loss in the capital reserve or revenue reserve
as appropriate.
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 2024
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 2024
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
2024 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Income from investments
UK dividend income 573 – 573 464 – 464
Overseas dividend income 1,008 20 1,028 1,310 – 1,310
Liquidity fund income 711 – 711 – – –
Income from investments 2,292 20 2,312 1,774 – 1,774
Total income comprises
Income from investments 2,292 20 2,312 1,774 – 1,774
Bank interest 662 – 662 619 – 619
Rebate income
1
42 13 55 67 – 67
2,996 33 3,029 2,460 – 2,460
1
Rebates of annual management charges from managed investment funds held in the investment portfolio.
3 Management fee
2024 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 42 99 141 49 114 163
42 99 141 49 114 163
52
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
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 2024, the management fees payable totalled £141,000 (2023: £163,000).
At 31 December 2024, there was £32,000 outstanding payable (2023: £31,000) in relation to management fees.
During the year ended 31 December 2024, the administration fees payable to the Administrator, as detailed in
Note 4, totalled £185,000 (2023: £177,000). At 31 December 2024, there was £16,000 outstanding payable to the
Administrator (2023: £15,000) in relation to administration fees.
4 Other expenses
2024
£’000
2023
£’000
Audit fees and expenses (net of VAT) for:
Audit 38 35
Directors’ fees 113 108
Executive Director’s salary 75 56
Directors’ national insurance 16 13
Administration fee 185 177
Legal and professional fees 48 96
Registrar fees 26 26
Custodian fees 20 20
London Stock Exchange and FCA fees 21 19
Marketing and website costs 7 8
AIC membership fee 8 7
Other expenses 34 88
591 653
Directors’ remuneration and outstanding amounts are detailed in the Directors’ Remuneration Report.
53
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
5 Taxation
a) Analysis of charge in year
2024 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax
Overseas tax suffered 204 – 204 192 – 192
204 – 204 192 – 192
b) The current taxation charge for the year differs from the standard rate of Corporation Tax in the UK of 25.0%
(2023: 23.5%). The differences are explained below:
2024 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 2,356 2,193 4,549 1,737 183 1,920
Theoretical tax at UK corporation tax rate
of 25.0% (2023: 23.5%) 589 548 1,137 408 43 451
Effects of:
– UK dividends that are not taxable (143) – (143) (109) – (109)
– Foreign dividends that are not taxable (252) (5) (257) (308) – (308)
– Non-taxable investment gains – (565) (565) – (70) (70)
– Unrelieved excess expenses (194) 22 (172) 9 27 36
– Overseas tax suffered 204 – 204 192 – 192
204 – 204 192 – 192
At 31 December 2024, the Company had no unprovided deferred tax liabilities (2023: £nil). At that date, based
on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses
of £12,697,000 (2023: £13,386,000) that are available to offset future taxable revenue. A deferred tax asset of
£3,174,250 (2023: £3,346,500) based on the effective rate of 25% (2023: 25%), which is effective from 1 April
2024, 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 2024
6 Dividends
2024
£’000
2023
£’000
Declared and paid
Amounts recognised as distributions to Ordinary Shareholders in the year.
2023 final dividend of 5.0p per share paid on 31 May 2024 (2023: year ended
31 December 2022 final dividend of 5.0p paid on 31 May 2023). 1,461 1,461
1,461 1,461
2024
£’000
2023
£’000
Proposed
Detailed below is the proposed final dividend per share in respect of the year
ended 31 December 2024, which is the basis on which the requirements of
section 1159 of the Corporation Act 2010 are considered.
2024 final dividend of 10.0p per share (2023 final dividend of 5.0p per share
paid on 31 May 2024). 2,922 1,461
The Directors recommend a final dividend of 10.0p per share for the year ended 31 December 2024 (2023:
final dividend of 5.0p per share, paid on 31 May 2024). Subject to Shareholder approval at the Annual General
Meeting to be held on 15 May 2025, the dividend will be payable on 30 May 2025 to Shareholders on the
register at the close of business on 2 May 2025. The ex-dividend date will be 1 May 2025. Based on 29,222,180
shares, being the number of shares in issue (excluding shares held in Treasury) at 2 April 2025, being the latest
practical date prior to the publication of this report, the total dividend payment will amount to £2,922,000. The
proposed dividend will be paid from the revenue reserve.
7 Return per share
2024 2023
Net
return
£’000
Number of
shares
1
Per
share
pence
Net
return
£’000
Number of
shares
1
Per
share
pence
Revenue return after taxation 2,152 29,222,180 7.4 1,545 29,222,180 5.3
Capital return after taxation 2,193 29,222,180 7.5 183 29,222,180 0.6
Total return after taxation 4,345 29,222,180 14.9 1,728 29,222,180 5.9
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 2024
8 Investments
2024
£’000
2023
£’000
Equity investments 71,899 64,083
Liquidity fund investments 22,287 –
Total investments 94,186 64,083
2024
£’000
2023
£’000
Analysis of investment portfolio movements
Opening book cost 54,044 60,663
Changes in fair value of investments 10,039 8,620
Opening fair value 64,083 69,283
Movements in the year:
Purchases at cost 62,102 949
Sales – proceeds (34,122) (8,420)
– realised gains on sales 5,559 852
Changes in fair value of investments (3,436) 1,419
Closing fair value 94,186 64,083
2024
£’000
2023
£’000
Closing book cost 87,583 54,044
Changes in fair value of investments 6,603 10,039
Closing fair value 94,186 64,083
The Company sold equity investments in the year ended 31 December 2024 for a total of £25,141,000 (2023:
£8,420,000). The book cost of these investments when purchased was £19,582,000 (2023: £7,568,000). 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.
The Company subscribed £31,268,000 to liquidity fund investments in the year ended 31 December 2024 (2023:
£nil) and redeemed £8,981,000 (2023: £nil). As at 31 December 2024, the Company held total liquidity fund
investments of £22,287,000 (2023: £nil).
Within the equity investments detailed above, there is included the Company’s investment in the AVI Japanese Special
Situations Fund, a Sub-Fund of Gateway UCITS Funds PLC, as detailed in Note 9, which was valued at £12,987,000
at 31 December 2024 (2023: £nil). As at 31 May 2024, the most recent year end of Gateway UCITS Funds PLC, the
amount of net assets of the company was €69,215,000 (31 May 2023: €62,816,000).
Equity investments also includes an unquoted investment in the Volunteer Park Capital Fund SCSp, a
Luxembourg Special Limited Partnership, as detailed in Note 9, which was valued at £8,130,000 at 31 December
2024 (2023: £8,249,000). As at 31 December 2023, the most recent audited year end of the Volunteer Park
Capital Fund SCSp, the aggregate amount of capital and reserves was US$44,908,000 (2022: US$41,251,000).
For the year to 31 December 2023 the profit for the year after tax and distributions was US$3,057,000 (2022:
profit US$2,719,000). Please see Note 19 for additional information on these two investments.
56
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
8 Investments – continued
2024
Total
£’000
2023
Total
£’000
Analysis of capital gains and losses
Realised gains on sales 5,559 852
Changes in fair value of investments (3,436) 1,419
2,123 2,271
Transaction costs
During the year, the Company incurred transaction costs of £39,000 (2023: £nil) and £5,000 (2023: £3,000)
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 2024, 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 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 50,782 35,274 8,130 94,186
50,782 35,274 8,130 94,186
The Company’s level 2 investments at 31 December 2024 comprise its investment in the AVI Japanese Special
Situations Fund £12,987,000 and liquidity fund investments of £22,287,000.
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
The Company’s level 2 investment at 31 December 2023 was its investment in the Templeton European Long-Short
Equity SIF.
57
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
8 Investments – continued
Fair value of Level 3 investments
31December
2024
£’000
31December
2023
£’000
Opening fair value of investments 8,249 7,708
Purchases 43 127
Sales (710) –
Changes in fair value of investments 548 414
Closing fair value of investments 8,130 8,249
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 2024, the Company owned 25% (2023: 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.
As at 31 December 2024, the Company owned 50.9% (2023: nil) of the AVI Japanese Special Situations Fund,
a Sub-Fund of Gateway UCITS Funds PLC, whose registered office is 33 Sir John Rogerson’s Quay, Dublin 2,
Ireland.
The Company had no other holdings of 3.0% or more of the share capital of any portfolio companies.
10 Debtors
2024
£’000
2023
£’000
Taxation recoverable 289 319
Prepayments and accrued income 112 15
Dividend income receivable 10 21
Rebate income receivable – 19
411 374
11 Creditors: amounts falling due within one year
2024
£’000
2023
£’000
Purchases of investments 1,656 –
Management fees payable 32 31
Other creditors and accruals 120 120
1,808 151
58
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
12 Share capital
Number
of shares
Ordinary 1p
2024
£’000
Number
of shares
Ordinary 1p
2023
£’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:
2024
Number of
shares
2023
Number of
shares
At 1 January 35,287,462 35,287,462
Shares purchased for Treasury – –
At 31 December 35,287,462 35,287,462
During the year ended 31 December 2024, no shares (2023: none) were purchased for Treasury (2023: cost £nil)
and no shares were sold from Treasury (2023: none).
14 Net asset value per share
The NAV, calculated in accordance with the Articles of Association, is as follows:
2024
pence
2023
pence
Share 374.0 364.1
The NAV is based on net assets of £109,295,000 (2023: £106,411,000) and on 29,222,180 (2023: 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 2024
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:
2024 2023
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
Sterling 32,780 – 32,780 9,069 – 9,069
Euro 15,572 – 15,572 12,990 – 12,990
US dollar 14,783 – 14,783 28,545 – 28,545
Hong Kong dollar 2,595 – 2,595 – – –
Japanese yen 2,261 – 2,261 10,518 – 10,518
South Korean won 1,789 – 1,789 2,961 – 2,961
Swiss franc 1,213 – 1,213 – – –
Norwegian krone 906 – 906 – – –
Cash at bank and liquidity
fund investments
US dollar – 29,317 29,317 – 25,904 25,904
Sterling – 6,951 6,951 – 5,011 5,011
Swiss franc – 2,304 2,304 – 2,441 2,441
Euro – 121 121 – 125 125
Japanese yen – 91 91 – 8,613 8,613
South Korean won – 9 9 – 11 11
Debtors
Euro 169 – 169 173 – 173
Swiss franc 118 – 118 143 – 143
US dollar 77 – 77 21 – 21
Sterling 37 – 37 15 – 15
South Korean won 10 – 10 – – –
Japanese yen – – – 22 – 22
Creditors
Norwegian krone (934) – (934) – – –
Euro (723) – (723) – – –
Sterling (151) – (151) (151) – (151)
70,502 38,793 109,295 64,306 42,105 106,411
At 31 December 2024, the Company has undrawn financial commitments relating to its investment in Volunteer
Park Capital Fund SCSp of US$1,195,000, equivalent to £955,000 (2023: US$1,249,000, equivalent to £981,000).
At 31 December 2024, 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 2024
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
2024 2023 Change
US dollar 1.25 1.27 (2)%
Euro 1.21 1.15 5%
Japanese yen 196.65 179.56 10%
South Korean won 1,847.60 1,647.64 12%
Swiss franc 1.14 1.07 7%
Norwegian krone 14.22 – –
Hong Kong dollar 9.72 – –
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 equity 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 2024 are disclosed in the Portfolio of
Investments on page 7.
If the total portfolio valuation fell by 5.0%, on average, from the amount detailed in the Financial Statements
as at 31 December 2024, it would have the effect, with all other variables held constant, of reducing the total
return before taxation and therefore net assets by £4,709,000 (2023: £3,204,000). An average 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 2024 are disclosed in Note 15.
If sterling had strengthened by 5.0% against all other currencies on 31 December 2024, with all other variables
held constant, it would have the effect of reducing the total return before taxation and net assets by £3,484,000
(2023: £4,623,000). 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 2024
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.
Liquidity risk is not considered to be significant as 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 2024. 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.
Liquidity fund investments may be redeemed daily on demand, with same day or next day settlement under
normal market conditions.
The maturity profile of the Company’s financial liabilities, including creditors, is as follows:
As at
31December
2024
£’000
As at
31December
2023
£’000
In one year or less 1,808 151
1,808 151
62
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
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 2024 was £39,204,000 (2023: £42,479,000). The
calculation is based on the Company’s credit risk exposure, being any liquidity fund investments, cash at bank
and short-term deposits and debtors, as at 31 December 2024 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 2024 are disclosed in Note 15. Surplus cash
can be invested in liquidity funds and time deposits.
If interest rates had reduced by 0.25% (2023: 0.25%) from those obtained as at 31 December 2024 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 £97,000 (2023: £105,000). If there had been an increase in
interest rates of 0.25% (2023: 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 2024 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 (2023: nil).
63
NOTES TO THE FINANCIAL STATEMENTS – continued
at 31 December 2024
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.
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.
The Company has invested in AVI Japanese Special Situations Fund (“AVI JSS”). The sub-investment manager of
AVI JSS is Asset Value Investors Ltd. (“AVI”). AVI is an affiliate of Goodhart which maintains a minority interest in
AVI of less than 25%.
Goodhart was appointed to provide sub-investment management services to the Company with effect from
31 May 2023.
Dr Nairn is the sole controller of a company which holds a significant shareholding of more than 25% but not
more than 50% in Goodhart and may be a beneficiary of the management fees and carried interest payable
to Goodhart-related companies, with respect to the investments noted above. 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 with respect to the
investments noted above.
64
Board of Directors
Charles (Cahal) Dowds (Chair)
Hazel Cameron
Katie Folwell-Davies
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
RegisteredOffice
Juniper Partners Limited
28 Walker Street
Edinburgh
EH3 7HR
email: cosec@junipartners.com
Broker
Cavendish Capital Markets Limited
One Bartholomew Close
London
EC1A 7BL
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.
Shareholder Information and Events
The Company’s website contains a vast amount of
information such as details of shareholder meetings,
factsheets, articles written by Dr Nairn as well as
the Annual and Interim Reports. You can access this
information via www.globalopportunitiestrust.com
or by scanning the below QR Code.
You can also subscribe to receive these updates direct
to your e-mail either by subscribing via the website or
by scanning the QR Code below.
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.
Dividend Payments Direct to Your Bank
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
2024
31December
2023
Closing NAV per share (a) 374.0p 364.1p
Closing share price (b) 286.0p 298.0p
(Discount)/Premium c = (b – a) ÷ a (c) (23.5)% (18.2)%
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 2023 (pence) 364.1 298.0
Net asset value per share/share price as at 31 December 2024 (pence) 374.0 286.0
Change in the period (%) 2.7 (4.0)
Impact of dividend reinvested (%)
†
1.4 1.6
Total Return for the Period (%) 4.1 (2.4)
†
A dividend of 5.0p per share was paid on 31 May 2024 for the financial year ended 31 December 2023. A dividend of 5.0p per
share was paid on 31 May 2023 for the financial year ended 31 December 2022.
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.
2024 2023
Management fee (£000) 141 163
Other expenses (£000) 591 653
Non-recurring costs (£000) – (68)
Ongoing charges (£000) (a) 732 748
Average net assets (£000) (b) 107,904 105,809
Ongoing charges ratio excl. synthetic expenses (%) (a/b) 0.68 0.71
Synthetic expenses 0.15 0.17
Ongoing charges ratio inc. synthetic expenses (%) 0.83 0.88
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, 15 May 2025 at 12 noon.
Shareholders will be asked to consider and, if thought
fit, pass resolutions 1 to 11 which will be proposed as
ordinary resolutions, and resolutions 12 to 14, which will
be proposed as special resolutions:
1. That the audited Financial Statements of the
Company for the year ended 31 December 2024
together with the Directors Report and Independent
Auditor’s Report be received.
2. That the Directors’ Remuneration Policy be approved.
3. That the Directors’ Remuneration Report for the year
ended 31 December 2024 be approved.
4. That a final dividend of 10.0p per ordinary share
be paid in respect of the financial year ended
31 December 2024.
5. That Hazel Cameron be re-elected as a Non-
Executive Director of the Company.
6. That Cahal Dowds be re-elected as a Non-Executive
Director of the Company.
7. That Katie Folwell-Davies be re-elected as a Non-
Executive Director of the Company.
8. That Dr Sandy Nairn be re-elected as an Executive
Director of the Company.
9. That Johnstone Carmichael LLP be re-appointed as
Auditor of the Company.
10. That the Directors be authorised to agree the
remuneration of the Auditor.
Authority to allot new shares
11. 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 2 April 2025
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
12. 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 11 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 2 April 2025; 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
13. 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 2 April
2025 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
14. 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
3 April 2025
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 13 May 2025
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 11 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 12 to 14 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 2 April 2025 (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
Contact
Global Opportunities Trust PLC
28 Walker Street
Edinburgh
EH3 7HR
e-mail: cosec@junipartners.com
www.globalopportunitiestrust.com