Global Vision
Diverse Opportunities
Annual Report 2025
MIGO
OPPORTUNITIES
TRUST PLC
MIGO Opportunities Trust plc/Annual Report 2025
MIGO Opportunities Trust plc / Annual Report 2025
INVESTMENT OBJECTIVE
The objective of MIGO Opportunities Trust plc (the “Company” or “MIGO”)
is to outperform SONIA plus 2% (the “Benchmark”) over the longer term,
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The investment policy of the Company is set out on pages 1819
OVERVIEW OF STRATEGY
– A unique investment proposition which exposes investors to the
investment
companies
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–
a higher conviction approach to managing MIGO, to align with the
NET ASSETS+
£ million
LAUNCH DATE
10-YEAR NAV TOTAL RETURN+
%*
ONGOING CHARGES RATIO+
%
Glossary on pages to
*
Welcome to our 2025 Annual Report
COMPANY SUMMARY
Benchmark
Alternative Investment Fund Manager (“AIFM”) and Investment
Manager
Capital structure
Management fee
, April
It has s will be
of MIGO
Seepage26
Website
MIGO Opportunities Trust plc /
CONTENTS
Strategic Report
2 Company Performance
3 Message from Nick Greenwood
4 Chairman’s Statement
6 AVI Introduction
7 Q&A with our Portfolio Managers
8 Our Top 10 Holdings
10 Investment Manager’s Report
14 10 Year Record and Performance
Since Inception
15 Portfolio Valuation
17 Portfolio Analysis
18 Business Review
Governance
32 Board of Directors
33 Directors’ Report
37 Corporate Governance Report
45 Audit Committee Report
48 Directors’ Remuneration Report
50 Directors’ Remuneration Policy
51 Statement of Directors’
Responsibilities in respect of the
Financial Statements
52 Independent Auditors’ Report
Financial Statements
57 Income Statement
58 Statement of Changes in Equity
59 Statement of Financial Position
60 Statement of Cash Flow
61 Notes to the Financial Statements
Further Information and
Notice of AGM
71 Shareholder Information
72 UK AIFMD Disclosures
73 Glossary and Alternative
Performance Measures
76 How to Invest
77 Notice of Annual General Meeting
82 Explanatory Notes to the
Resolutions
84 Contact Details of the Advisers
KEY HIGHLIGHTS
Chairman’s Statement
Nick Greenwood Message Portfolio
Our Top 10 Holdings
Business Review
Read more on pages 4 and 5
Read more on page 3 Read more on pages 10 to 13
Read more on pages 8 and 9
Read more on pages 18 to 31
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MIGO Opportunities Trust plc / Annual Report 2025
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Strategic Report / Company Performance
Performance Summary
1 year 3 years 5 years 10 years Since Launch**
Net Asset Value* (5.4%) (4.4%) 55.3% 90.7% 238.1%
Share price* (5.3%) (6.9%) 54.7% 103.4% 240.1%
SONIA plus 2% 7.1% 19.7% 25.3% 45.1% 127.6%
* Alternative Performance Measure, see Glossary on pages 73 to 75.
** 6 April 2004.
Source: Morningstar.
Total Return Performance to 30 April 2025
As at 30 April 2025 As at 30 April 2024 % movement
Net asset value (“NAV”) per share* 342.5p 362.6p (5.5)%
Share price 327.0p 346.0p (5.5)%
Share price discount to NAV per share* (4.5)% (4.6)%
Net assets 65.9m 81.7m (19.3)%
NAV volatility 8.9% 6.1%
Gearing* 15.2% 6.1%
Ongoing charges ratio* 1.7% 1.5%
* Alternative Performance Measure (“APM”), see Glossary on pages 73 to 75.
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beginning on page 4, the Investment Manager’s Report beginning on page 10 and the overview of the key performance indicators on page 20.
Financial Highlights
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2
4
6
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10
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14
16
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-4
-2
0
2
4
6
8
April 24
May 24
June 24
July 24
Aug 24
Sept 24
Oct 24
Jan 25
Feb 25
March 25
April 25
Nov 24
Dec 24
Percentage of Return (%)
Source: Morningstar..
One Year Total Return Performance to 30 April 2025
Company Share Price Company NAV per Share SONIA +2%
MIGO Opportunities Trust plc / Annual Report 2025
Message from Nick Greenwood
It’s nearly time to hang up my investment trust
anorak as I step back from the day-to-day
management of MIGO Opportunities Trust plc.
The Company was launched at a time when
the fund management industry believed that
tracking error was the key metric. Perfectly
sensible managers would happily tell you that
they were bearish about the prospects for
Vodafone despite it being their largest holding.
This was because the stock dominated the
UK indices, and an underweight position still
required a material investment. MIGO took the
then radical stance that we would only take
positions in trusts where we believed that we
would achieve positive absolute returns.
I would like to sound my appreciation to all
those who have helped along the way, notably
Daniel Lockyer in the early days and more
recently Charlotte Cuthbertson who joined the
MIGO team in 2017 and became the long-term
heir apparent. I have enjoyed literally travelling
the length and breadth of the country, from
Aberdeen to Mousehole in Cornwall, updating
an incredibly supportive share register.
Without wishing to duplicate too much of
what has been said elsewhere in this report,
recent years have been hostile for investors in
investment trusts. Headwinds have included
chronic over supply, consolidation of the
wealth management industry and poorly
drafted cost disclosure rules. This toxic mix
has led to widespread discounts creating a
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employing an activist approach. Asset Value
Investors has a long track record in this arena
and is particularly well equipped to generate
strong returns in the current environment.
Nick Greenwood
NICK GREENWOOD
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MIGO Opportunities Trust plc / Annual Report 2025
Strategic Report / Chairman’s Statement
Overview of the year
MIGO currently has around 40 holdings in
total. The purpose remains the same as ever,
to identify undervalued attractive themes
in the investment trust sector trading at
a discount. However, the Board and AVI
believe that larger stakes in a more targeted
investment company portfolio will enable
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aiming to accelerate superior returns from the
wide discount opportunities in the sector.
Performance-driven fee structure and
capital return mechanism
To align MIGO shareholders’ interests with
this more targeted approach, the Board
has agreed a revised fee structure with AVI.
This will reduce the management fee to
0.35% per annum on the lower of MIGO’s
market capitalisation and net asset value
(NAV) (currently 0.65% per annum on market
capitalisation) and add a performance fee of
15% of NAV total returns in excess of a SONIA
+ 3% hurdle, subject to a high watermark.
Overall fees payable by the Company in any
year will be capped at 2.5% per annum of the
lower of MIGO’s market capitalisation and NAV.
The Company estimates that the overall fee
payable to AVI in any year will be lower under
the new arrangement until NAV total return
exceeds approximately 9% per annum.
The Board has also agreed with AVI that
AVI, as part of the revised fee structure, will
reinvest 25% of any performance fee paid into
MIGO shares. This proposal is subject to an
aggregate 5% cap on AVI’s interest in MIGO
shares, and a minimum 3-year hold period for
shares acquired under this mechanism.
To ensure that MIGO remains nimble and is
best able to exploit the relevant opportunity
set, the Board also expects to introduce
a capital return mechanism in the future
to limit NAV rising above £150 million. To
be implemented at the Board’s discretion
to optimise shareholder alignment, this
will also potentially provide liquidity for
shareholders. The Board believes a capital
return mechanism, combined with the revised
fee structure, will avoid a misaligned incentive
for AVI to gather assets rather than focus on
delivering shareholder returns.
These changes reinforce MIGO’s commitment
to leading investment company best practice,
by proactively aligning the portfolio to the
investment opportunity, and strengthening
alignment between shareholders, manager
and Board. Portfolio changes will be
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returns from existing maturing investments,
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The Portfolio Managers, however, expect
that the bulk of these changes will be
completed within 12 months, subject to
market conditions. The Board also reiterates
its ongoing commitment to MIGO’s existing
share buyback approach, dividend policy and
3-yearly realisation opportunity.
The Board is very optimistic about the
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covered in this annual report.
During the year, equity markets have been
volatile but with an upwards bias – and there
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leadership shifts from the US to international
markets and from Growth to Value investing.
The investment trust sector has continued
to bear the weight of over-regulation,
competition from passive investment funds
and consolidation in the wealth management
sector, although the Portfolio Managers are
fithe Company’s solid portfolio
will produce good returns irrespective of the
. The wide level
of discounts to NAV per share across the
sector remained a theme during the year.
Despite MIGO’s tight discount record in recent
years, even your Company could not avoid a
2.8% at the time of
writing).
During the year under review, your Company’s
net asset value (“NAV”) per share fell to 342.5p
(2024: 362.6p), a total return of -5.4% (2024:
+11.3%). The Company’s share price ended
the year at 327.0p (2024: 346.0p), giving a
total share price return of -5.3% (2024: +9.6%).
The total return performance chart gives a
longer-term picture, showing the NAV return
per share over 5 years as +55.3% and the
share price return over the same period as
+54.7%. At the end of the year under review,
the Company traded at a discount of 4.5% to
We believe the strategy of the Company
is best measured against a “cash plus”
benchmark, and accordingly the Company
does not have a formal equity benchmark
against which the Board reviews long-term
performance or that our Investment Manager
invests towards. Over the year, the Company’s
formal cash benchmark, SONIA plus 2%,
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A comprehensive appraisal of the
performance of, and developments within,
your portfolio during the year under review
and since 30 April 2025 is provided in the
Investment Manager’s Report.
RICHARD DAVIDSON
Introduction
I am pleased to present the Annual Report for
MIGO Opportunities Trust plc (“MIGO” or the
“Company”) covering the year ended 30 April
2025. Undoubtedly there is much to discuss
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for shareholders came after the year-end with
changes to our portfolio management team
and investment approach.
As announced on 18 June 2025, MIGO’s Board
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Limited (“AVI”), its AIFM and Investment
Manager, that Nick Greenwood wishes to step
back from his role as MIGO’s co-manager
after over 20 years’ involvement with the
Company and 45 years in the industry. Nick
will remain an AVI employee and will become
a consultant to the team. I would like to thank
Nick personally ff
he has contributed to this Company over this
time – he has been a great manager and a
great colleague.
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from 18 June 2025, Charlotte Cuthbertson is
joined in co-managing MIGO by Tom Treanor,
Director and Fund Manager at AVI. Charlotte
and Tom are supported by AVI’s 11-strong
research team.
More focused and activist approach
The Board and AVI have also decided to
implement a higher conviction approach to
managing MIGO, to align with the current
opportunities in the investment trust sector.
This will see MIGO’s portfolio concentrating
over time to focus on 10-15 core holdings.
MIGO Opportunities Trust plc / Annual Report 2025
Dividend
The results attributable to shareholders for
the year ended 30 April 2025 are shown in
the Financial Statements. The Board has
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and will only do so in the future if, under
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be paid to maintain UK investment trust
status. Subject to investment trust rules, any
dividends and distributions will continue to be
at the discretion of the Board.
Board Change
As previously reported, Hugh van Cutsem
retired from the Board of MIGO on 10 July
2024. This was announced on 14 March
2024 and followed 14 years of service to
MIGO, during which he proved to be a great
advocate of the Company and added his
considerable experience and insights to the
Board’s decision making.
2024 Realisation Opportunity
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shareholders the latest three-yearly
opportunity to realise their shares for cash at
a small discount to NAV as required by the
Company’s Articles of Association. 1,188,066
shares were realised in the course of the
exercise, or 5.3% of shares in issue. These
shares were bought back by the Company
and subsequently cancelled, and it was not
necessary to create a realisation share class.
Considering the relatively small number of
shares which were realised, the Board is
reassured that shareholders agree with the
Directors and Investment Manager about the
continuing positive long-term opportunities
presented by MIGO.
Share Issues and Share Buybacks
At the year-end, the Company’s shares
traded at a discount of 4.5% to the net asset
value per share, having traded at a discount
of 4.6% at the 2024 year-end. In comparison,
the unweighted average discount across the
whole investment companies universe* has
contracted from 19.98% to 16.34% over the
During the year ended 30 April 2025, no
new shares were issued. A total of 2,103,354
shares was repurchased in addition to the
1,188,066 realised shares, in order to restrict
any undue widening in the Company’s share
price discount to NAV per share. While the
Company does not target any particular share
price or discount level for buybacks, the
buybacks conducted during the year were
at discounts ranging from 2.0% to 4.9%. As at
the date of this report, the discount stands at
2.8% and 336,014 further shares have been
repurchased since the year-end. The Board
is unanimous in its support of the buyback
policy to keep any discount volatility to a
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in at a double discount (MIGO shares’ discount
to NAV and the unweighted average discount
to NAV of the underlying holdings, 32.1
4
Sector Cost and Regulation Issues
I already commented in the last annual and
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(“OCF”) which is the charge paid over a year
quoted on the ‘Key Investor Information’ (“KID”)
document and which the Board, alongside
many investment trust specialists, consider
misleading. Whether actual and underlying
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or in a layered approach, this can lead to
double - counting, and in an industry where
low fee levels are sometimes misunderstood
as the simplest way to evaluate value, this can
become a problem.
Having lobbied the Association of Investment
Companies and HM Treasury to intervene
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investment companies should be excluded
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product and service categories, the sector still
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respect of the proposed new retail disclosure
framework is not overly promising, as we
do not believe that the FCA’s aim to help
consumers make better decisions will be
achieved. We also do not believe that listed
investment companies should be included
within the scope of the new “Consumer
Composite Investment” (CCI) Rules. Listed
investment companies are equities rather than
“products” and investors are shareholders who
are served and protected under the UK Listing
Rules, including in relation to disclosure of
costs and expenses which can be easily
viewed in the companies’ report and accounts.
Furthermore, the FCA’s proposed new
approach, as currently drafted, will prevent
investment companies like MIGO from
ffThis misleading way of
disclosing costs will make the whole sector
look more expensive than it really is, thereby
reducing demand and liquidity. The proposed
cost disclosures undermine the sector’s
capacity to compete fairly with open-ended
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passive strategies.
The Board of MIGO supports the AIC’s
recommendations to boost competitiveness
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by, amongst other factors, ending misleading
aggregation of costs, including the aggregate
costs of underlying funds with the ongoing
charges of investment companies with active
strategies, and abolishing the requirements for
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result in misleading information for investors.
Annual General Meeting
The AGM of the Company this year will be
held on Wednesday, 18 September 2025
at 12 noon at 25 Southampton Buildings,
London WC2A 1AL. The notice convening
the AGM can be found at the back of this
document, together with an explanation of
all resolutions. The Directors look forward to
Outlook
With new ideas by the AIFM and Investment
Manager to structure MIGO’s portfolio and
strengthen its performance, the Board
believes the outlook is good for shareholders.
A more activist approach to our portfolio
companies will give the Portfolio Managers
more agency and increase their ability
to obtain better results. Our investment
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opportunities given the material widening of
discounts unrelated to fundamental prospects
in many cases.
Your board would like to thank shareholders
for their continued support throughout the last
12 months and going forward.
Richard Davidson
Chairman
9 July 2025
* The full investment companies universe as
defined by Deutsche Numis including both
equities and alternative asset investment
companies.
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MIGO Opportunities Trust plc / Annual Report 2025
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Strategic Report / AVI Introduction
Finding unique investment opportunities
ABOUT ASSET VALUE INVESTORS
Asset Value Investors Limited (“AVI”) is the Company’s Alternative
Investment Fund Manager.
AVI was established in 1985 to take over the management of one of the oldest listed
investment companies in London. AVI has a long history of running investment trusts and
investing in them.
AVI’s strategy is to seek out-of-favour companies whose assets are misunderstood by the
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underlying assets. This specialist research-driven approach is still a unique combination
nearly 40 years later.
AVI: RESPONSIBLE INVESTORS
AVI believes that the integration of Environmental, Social, and
Governance (ESG) and sustainability considerations into its investment
strategy is not only integral to comprehensively understanding each
investment’s ability to create long-term value but is aligned with its
values as responsible investors.
Aligned with the PRI
AVI is aligned with the UN-supported
Principles for Responsible Investment
(PRI)’s and believes that an economically
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is a necessity for long-term value creation.
AVI became a signatory to the PRI on
9 April 2021. AVI believes a balanced
approach is required when implementing
these principles.
Active Ownership
AVI’s proprietary ESG monitoring system
helps to identify weaknesses in a company
and empowers itff
where appropriate. Through constructive
engagement, AVI encourages and expects
investee companies to take meaningful
action in remedying weaknesses in the
context of long-term value creation.
MIGO’s CORE VALUES
Unique
A unique portfolio investing in discount
and special situations in the closed-
ended sector.
Experienced
Finding opportunities in UK closed-
ended funds for over two decades.
Diversified
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of sectors and geographies, but going
forward within a more concentrated
portfolio.
Engaged
Seeking out good quality, misunderstood
companies and engaging to improve
shareholder value.
Active
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overlooked investment opportunities.
Patient
A long-term horizon allows the Portfolio
Managers to wait patiently for rewarding
outcomes.
Managed by AVI. Visit the website at:
www.assetvalueinvestors.com
For AVI’s approach to ESG issues, please see AVI’s website at:
https://www.assetvalueinvestors.com/responsible-investing/esg-
approach/
MIGO Opportunities Trust plc / Annual Report 2025
A More Focused and Activist Approach
Charlotte Cuthbertson and
Tom Treanor on how MIGO will
evolve to a more focused and
activist approach.
Q
Tom, can you give us a quick synopsis
of your career to date? How did you get
involved in investment trusts?
A
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years, joining us an investment analyst in
2011. AVI has a long history of investing in
investment trusts within our broader global
strategy focusing on discounted assets.
Given I had spent the previous nine years
at a specialist closed-ended fund data
company (Fundamental Data, later acquired
by Morningstar) in a variety of roles, it was
perhaps unsurprising that I gravitated
towards the investment trusts part of AVI
Global Trust’s portfolio where we ended up
materially increasing our exposure and in
which I helped reinvigorate AVI’s reputation
for activism and engagement.
As AVI’s team expanded, I became Head
of Research in a role overseeing the Global
investment team while continuing my
work on the closed-ended fund part of
the portfolio I’m extremely excited to be
joining Charlotte as co-manager of MIGO
at a time when the London-listed closed-
ended fund market is presenting the most
attractive opportunity set I can recall seeing
in my career.
Q
Is there a good example of activism and
engagement you have done previously?
A
Hipgnosis Songs Fund (SONG) was a recent
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SONG came to market in 2018 in the latter
stages of an issuance boom in alternative
income vehicles that began in the wake of
the Global Financial Crisis when developed
market central banks cut rates to near-zero,
depriving investors of income from more
traditional sources such as government
bonds The proposition behind SONG
made a lot of sense: after years in the
doldrums due to piracy, the advent of the
streaming model was transformative for
the economics of the music industry. Music
revenues became much more recurring,
predictable, and forecastable, and allowed
an asset class to develop in publishing and
recorded rights to music.
SONG, however, was not the right vehicle.
A weak Board failed to oversee a poorly
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team of questionable competence, and
the company found itself trading at a huge
discount to reported NAV. We built up a
large stake in the business, becoming the
largest shareholder and – working with
other shareholders – replacing several
directors. The new appointees then oversaw
a successful sales process for the company
at a material premium to the prevailing
share price.
Q
Why do you think activism is the right
way to produce returns for investors?
A
It’s far from the only way but we do think it
forms a very important part of our toolkit.
We owe it to our shareholders to work as
hard as we can to unlock value by narrowing
or eliminating discounts to NAV and activism
is key to that. We engage with all our
investee companies and can usually achieve
results in private. But having the willingness
to go public if required and the experience of
doing so is an important backstop. In a world
where we may see many of the functions
of investment management taken over by
AI, we think the art of engaging with other
shareholders and management to improve
companies and leave them in a better place
than where we found them is always going
to be an inherently human pursuit..
Q
What are the benefits of running a more
concentrated portfolio?
A
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We do a lot of work on each holding and,
when or if our thesis is proven right on a
stock, we want the impact to be properly
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that having fewer holdings can actually
reduce risk if it means that we have more
time to underwrite the investment case
for each one. And lastly, engagement and
activism are time-consuming, and we want
to ensureffi
for each holding.
Q
Charlotte, what engagement and activism
has MIGO done prior to this change? How
will it be different going forward?
A
Activism and engagement have always
been part of the MIGO process. While
many managers know how to manage their
underlying investments well, they may
lack experience in running an investment
trust. We aim to support both managers
and boards in navigating this aspect.
Since joining AVI, we have been able to
leverage the long history the company has
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area. We will not need to engage heavily
on every stock in the portfolio, but where
we see scope for activism to help narrow
a discount, we now have the expertise to
be more proactive with a higher chance of
successful outcomes.
Q
How has MIGO developed since
joiningAVI?
A
What made AVI an appealing home
for MIGO was its dedicated focus on
investment trusts. Being part of a supportive
and specialised environment has been
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contribution from the wider investment
team have been invaluable, and since
MIGO’s arrival, we have enjoyed the
collaboration with colleagues.
Q
What should investors expect in the
next 6-12 months?
A
Refocusing the portfolio takes time, but
we are hopeful that in 12 months the trust
should be far more concentrated in the
core names we believe will drive returns for
shareholders going forward.
MIGO Annual Report Q&A
CHARLOTTE CUTHBERTSONTOM TREANOR
Changes to MIGO Opportunities Trust - Asset Value Investors
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MIGO Opportunities Trust plc / Annual Report 2025
The top ten equity investments
make up 43.6% of the portfolio, with
operating businesses spread across
a range of sectors.
Top 10 Share of Portfolio
as at 30 April 2025
1
Visit our investment platforms:
www.assetvalueinvestors.com/MIGO/
how-to-invest/platforms/
Focus on small and mid-cap opportunities
Strategic Report / Our Top 10 Holdings
5.6%
of portfolio
(2024: 1.9%)
41.6%
discount
Chrysalis was launched back in 2018 to solve the
problem that young fast-growing companies were
choosing to stay private for longer with the exciting
period of a stock’s development coming before listing.
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bubble conditions post Covid. Markets quickly became
concerned that their young cash hungry companies
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and ever since Chrysalis has languished on very wide
discounts. The portfolio has matured and we expect exit
proceeds to be used for accretive share buybacks.
Source / Starling Bank Limited
2. CHRYSALIS INVESTMENTS
Purpose built residential property trust, PRS REIT, has
properties throughout the UK. Strong rental growth
has preserved valuations in a rising interest rate
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discount to that valuation, however, shareholders
pushed the trust to go through a strategic review, the
result of which was a formal sales process.
Source / PRS REIT
5.9%
of portfolio
(2024: nil)
13.2%
discount
1. THE PRS REIT
3.9%
of portfolio
(2024: 1.1%)
48.3%
discount
This trust came late to the new issue boom and as
a result raised rather less than hoped. The portfolio
has a wide variety of technologies and geographies
including Spanish solar and Brazilian Hydro. It failed to
build a following in a market which was already heavily
oversupplied and as a result languished on a wide
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envisage the trust surviving despite some of the assets,
notably Brazilian Hydro, being attractive. The board
has moved the trust into an orderly wind down and the
shares have rallied sharply in response.
Source / VH Global Energy
6. VH GLOBAL ENERGY INFRASTRUCTURE
3.8%
of portfolio
(2024: 6.0%)
45.6%
discount
Georgia Capital focusses on the fast-growing Georgian
economy having a stake in the London listed Lion
Finance (previously Bank of Georgia) as well as stakes
in private companies in pharmacy, education and
insurance. The country lies at the crossroads of Western
Asia and Eastern Europe. It has become a conduit
between the region and Western Europe and as such
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on capital-light, larger scale investment opportunities
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Georgia’s fast-growing economy.
Source / iStock, Credit /ff
7. GEORGIA CAPITAL PLC
2
3
4
5
% of MIGO portfolio
Top 10 43.6%
Other holdings 56.4%
100.0%
100.0%
43.6%*
MIGO Opportunities Trust plc / Annual Report 2025
5
3.9%
of portfolio
(2024: 2.8%)
42.8%
discount
Phoenix Spree owns a portfolio of 2,000 residential
apartments in Berlin, in predominantly altbau (residential
buildings in the 19th and 20th century) multiapartment
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premiums to end users versus valuation as a rental unit.
Therefore, the portfolio is in realisation mode, quickening
up the pace of individual unit sales to end investors to
capture this premium over and above NAV.
Source / Phoenix Spree
5. PHOENIX SPREE DEUTSCHLAND
3.8%
of portfolio
(2024: 3.7%)
33.9%
discount
Managed from Hamburg, Aquila European operates
solar parks in Iberia as well as wind farms in Scandinavia
and Greece. A rise in interest rates has eliminated
demand for many of the recently launched alternative
closed ended investment funds which has led to
them falling to wide discounts. Like VH Global Energy
Infrastructure the trust failed to reach critical mass
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announced post period end.
Source / AERI
9. AQUILA EUROPEAN RENEWABLES
3.6%
of portfolio
(2024: nil)
41.3%
discount
Life Science REIT has a unique business model where
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(Oxford, Cambridge, London) to develop or convert
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market to service life science companies. These
locations are key to servicing the multitude of life
science startups that often come out of the universities
of aforementioned cities.
Source /
Life Science REIT
10. LIFE SCIENCE REIT
6
7
8
9
10
56.4%
4.9%
of portfolio
(2024: 4.2%)
41.8%
discount
Baker Steel Resources focuses on unlisted mining
companies. It is a developer of mines and creates
value from acquiring promising deposits and uses
its intellectual capital to gain the required planning
permissions. Once fully permitted the trust then
typically sells to a multinational which will build the
mine and take the project into production. The current
portfolio is mature with many of the assets ripe for
realisation. At the current discount, we believe the
cash from these realisations should be handed back to
ff
Source / Baker Steel Capital
3. BAKER STEEL RESOURCES TRUST
3.8%
of portfolio
(2024: 6.1%)
22.1%
discount
Vietnam specialist which invests in growth equity in
privately negotiated opportunities across listed, private
equity and state-owned enterprise assets. The trust
takes a long-term active approach. The team takes
fi
in Vietnam.
Source / VinaCapital
8. VINACAPITAL VIETNAM OPPORTUNITY FUND
4.4%
of portfolio
(2024: 4.2%)
34.3%
discount
Oakley Capital Investments is a closed ended fund
which invests in the private funds run by Oakley Capital,
fi
of fast-growing businesses in the consumer, education,
services, and technology sectors. Its process focuses on
less intermediated markets and complex deals which
avoids the auction process, sourced by a network of
entrepreneurs who believe in the Oakley philosophy. We
fi
continued NAV outperformance arising from realised
exits, and the continued earnings growth of its portfolio.
Source / Cegid
4. OAKLEY CAPITAL INVESTMENTS
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MIGO Opportunities Trust plc / Annual Report 2025
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Strategic Report / Investment Manager's Report
Contributors & Detractors
CONTRIBUTOR
1.8%
of portfolio
41.9%
discount
Amedeo Air Four Plus
Amedeo Air Four Plus (AA4) was our best
performer during the year. AA4 is an aircraft
fl
B777s leased to Emirates and Thai Airways.
ffi
to deliver ordered planes has created a
backlog for new aircraft, driving up values for
second-hand planes such as those owned
by AA4. This makes it more likely that airlines
such as Emirates extend leases length as
delivery of new planes is further delayed. .
CONTRIBUTOR
5.9%
of portfolio
13.2%
discount
The PRS REIT
Purpose-built residential rental property
trust, PRS REIT, has returned 0.8% for MIGO.
Although the assets were attractive given a
national housing scarcity, PRS languished on
a wide discount due to negative sentiment
towards property trusts and a perceived
overly close relationship between board
and manager where shareholders were not
a priority. As such, we were involved in the
requisition where two new board members
were announced as well as a strategic review.
This is a classic example of where sentiment
towards a trust can be dire at a time when
there is strong demand for the assets it owns.
This environment will continue to throw up
fi
prepared to sift through the sector’s rubble.
CONTRIBUTOR
3.6%
of portfolio
35.0%
discount
Cordiant Digital Infrastructure
As is often the case with investment trusts,
ff
the contagion that spread from the troubles
of sole sub-sector peer Digital 9 Infrastructure
(DGI9). Launched at a similar time and both
CHARLOTTE CUTHBERTSON
NICK GREENWOOD
Performance
April is the cruellest month…
T.S Elliot’s oft misquoted and misinterpreted
opening line from the Waste Land is, if
using most people’s interpretation, a decent
fi
fifi
of our annual period. President Trump’s
ff
all the US trading partners caused markets
to plunge. For those who are more literary
minded, however, the Waste Land’s depiction
of death, rebirth and a period of loss is
particularly pertinent. Especially for those of
us who, after two years of investment trusts
being in the doldrums, are looking for another
way to say that Spring is coming in a way that
is marginally more interesting, especially for
our ever-patient shareholders.
MIGO’s Net Asset Value (“NAV”) return of
-0.65% and share price return of -3.2% over
the period is disappointing. The essentially
fl
in world markets. Much of 2024 saw the
continuation of the long term trend where
the US’ outperformance of global markets
was driven by a narrow band of growth
stocks. Post Mr. Trump’s election as President,
however, we appear to be moving into a
ff
agenda causing serious ructions throughout
fi
In the world of closed-ended funds discounts
have remained, on the whole, fairly wide.
fi
BBGI Global Infrastructure being bought by a
large Canadian asset manager, the sector is
still struggling to attract investors in a market
which is chronically oversupplied and in dire
need of new sources of demand. We still
believe there are returns to be made in the
sector. Many trusts have great assets which
will be appealing to buyers and the wide
discounts should continue to attract private
capital who are willing to purchase them at
prices far higher than the current share prices.
Although it has taken longer than expected,
and progress has been slower than we would
have liked, we remain very optimistic about
the returns that can be made for MIGO.
“Trusts continue
to go through their
Schumpeterian phase,
with mergers, wind-
ups and takeouts
continuing apace.”
MIGO Opportunities Trust plc / Annual Report 2025
investing in digital infrastructure, the two
trusts have been lumped together despite
fi
portfolio companies and balance sheet of
Cordiant were far superior to that of DGI9
but, when the latter entered distress in 2023,
Cordiant’s share price fell in concert. This
allowed us to arbitrage the gap between
perception and reality.
CONTRIBUTOR
4.9%
of portfolio
41.8%
discount
Baker Steel Resources Trust
Baker Steel Resource Trust’s portfolio of mines
and mining deposits made good progress
over the year and the trust’s assets are
now more mature. Despite the likelihood of
realisations in the not-too-distant future, the
shares languish at a discount of over 40%. It
ffi
the managers any mandate to make further
investments. Instead, we expect the board to
focus on returning capital to shareholders in
order to narrow the discount.
DETRACTOR
2.0%
of portfolio
54.6%
discount
Ecofin US Renewables
Infrastructure Trust
We are very disappointed with the outcome
of the first part of the sales process at Ecofin
US Renewables (RNEW) and the share price
responded accordingly. After failing to reach
a critical size, RNEW was left with assets
across the US and a management team that
had become lost after Ecofin’s merger with
Tortoise. The trust was a perceived fire-seller
of assets and the price the board achieved
for its distributed generation assets was
considerably lower than the published NAV.
Tbilisi, Capital of Georgia
Source / iStock, Credit / ff
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MIGO Opportunities Trust plc / Annual Report 2025
Strategic Report / Investment Manager's Report continued
DETRACTOR
1.5%
of portfolio
6.2%
discount
Geiger Counter
After its surge to over $100/lb at the beginning of
fi
to sit around the mid-$60 mark. We sold half our
position in Geiger Counter during its strong run in
fi
the world and particularly the huge data centres
required for AI would support the nuclear industry.
Although we have seen some large US tech
companies looking at using nuclear, the lead
fi. Geiger Counter, and uranium
stocks in general, tend to get over excited around
these headlines and then fall back when there is a
fl
and Geiger Counter’s shares, have weakened over
the year. .
DETRACTOR
3.9%
of portfolio
48.3%
discount
VH Global Energy Infrastructure
VH Global Energy Infrastructure detracted 0.6%
ff
general malaise of the renewables investment trust
sector, further compounded by the late-in-the-
cycle timing of its IPO and the trust failing to reach
a critical size before the market sea-change as a
ff
ff
for many mainstream investors. Post period end,
however, the trust announced it was moving
ff
handing cash back to shareholders. The shares
have responded accordingly and are up 36%
(39% since the year-end.
Contributors & Detractors
Life Science REIT
MIGO Opportunities Trust plc / Annual Report 2025
All this results in a backdrop for markets that
ff
have been contending with since the
fi
back, particularly in the US, has been fairly
spectacular from the lows of early April we are
already seeing cracks appear and investors
questioning whether their large allocation to
US equities is right moving forward. After such
a long spell of low-cost, US index hugging
products being the only game in town, we are
quietly excited by the prospect of investors
looking for other areas of the market for
their returns. This new environment will suit
MIGO much more than the one which we are
departing.
Trusts continue to go through their
Schumpeterian phase*, with mergers,
wind-ups and takeouts continuing apace.
We believe we are in a healthy “clean up”
phase after vast sums of paper were issued
ff
discount hunters who look for catalysts this
fi
.
Charlotte Cuthbertson
Nick Greenwood
Asset Value Investors Limited
9 July 2025
Rockwood Strategicfi
investment but we sold out of the last of the
fi
opportunities elsewhere. Although we rate
the manager, Richard Staveley’s success
in investing in a private equity-style in the
UK microcap market has meant the trust
has gained a loyal following and trades at a
premium.
The investment in Schiehallion generated
an 81% IRR for the trust. We had bought
Schiehallion in 2023 at around a 40% discount
when investors had shunned early-stage
ff
with their high growth style. We believed that
companies such as SpaceX were much further
developed in their lifecycle than investors
perceived them to be andff
valuation approach much more conservative
than many peers. Write-downs were fewer
and smaller than feared by the market and the
fi
our position.
Outlook
Although there has been a considerable
amount of back-pedalling since “Liberation
Day” it is undeniable that President Trump is
upending a world order that has stood since
the end of WWII. US exceptionalism, which
has dominated investing over the past 20
years appears to be in its death throes. For the
fi, indices across the rest of
the world are outperforming the US.
fi
continue to concern us. Ageing populations
and ballooning welfare budgets, as well as a
new imperative to increase defence spending,
leave us wondering how most Western
governments are planning on reducing their
fi
will have an impact on GDP growth rates as
well as hamstringing Central Banks on their
ability to cut rates.
DETRACTOR
3.8%
of portfolio
33.9%
discount
Aquila European Renewables
Another detractor that has had some
post-period good news is Aquila European
Renewables (AERI). Much like ENRG,
AERI’s smaller market capitalisation meant
it struggled to attract shareholder interest
and fell to a wide discount as interest rates
rose. The trust was pushed into winddown
in Mayfl
a perceived sluggish sales process allowed
the shares to drift. In May 2025, the trust
announced that it had sold their Portuguese
hydropower asset and they expected the
remaining portfolio to be sold in two bulk
sales. .
CHANGES
There has been a considerable amount of
turnover in the portfolio. What would have
been considered a wide discount in the
past may now be less attractive given the
deep discounts which exist in the current
environment. We have sold out of many
legacy names where we no longer see a
catalyst or where trusts have performed so
well that the capital is best recycled into
more exciting opportunities. We sold out of
CQS Natural Resources as the discount had
tightened considerably with the activist Saba
taking a position.
Given our preference for reducing underlying
equity exposure, we sold out of Ecofin Global
Utilities at a ~10% discount and recycled the
money into infrastructure exposure where we
believe portfolio wind-ups and sales of assets
will provide nearer term catalysts on wider
discounts.
NB Private Equity was sold due to its
relatively tight discount vs the wider peer
group and a lack of near-term catalysts.
* This refers to Austrian economist Joseph Schumpeter’s creative destruction theory where old technologies or industries are “destroyed” in order for new ones to
take their place, creating economic growth.
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MIGO Opportunities Trust plc / Annual Report 2025
10 YEAR RECORD
As at 30 April 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
NAV per share 342.5p 362.6p 328.6p 362.6p 345.9p 223.1p 275.6p 276.4p 248.7p 182.4p
Share price 327.0p 346.0p 318.5p 355.5p 346.0p 214.0p 276.5p 273.0p 242.3p 164.3p
Share price (discount)/premium
to NAV per share (4.5)% (4.6)% (3.1)% (2.0)% 0.0% (4.1)% 0.3% (1.2)% (2.6)% (9.9)%
Total net assets (£m) 65.9 81.7 79.8 94.7 93.1 62.6 77.2 75.2 62.9 46.1
Gearing 15.2% 6.1% – – 2.1% – – 6.7% 8.0% 10.8%
PERFORMANCE SINCE INCEPTION (6 APRIL 2004)
Total Return Performance to 30 April 2025
-2
0
2
4
6
8
10
12
14
16
-40
-20
0
20
40
60
80
100
120
140
160
180
200
220
240
260
280
300
320
2004
2005
2006
2007
2008
2009
2010
2013
2014
2015
2016
2017
2018
2019
2020 2021 2022
2023
2024
2011 2012
%
2025
Source: Morningstar..
Company Share Price
Company NAV per Share
SONIA +2%
Strategic Report / 10 Year Record and Performance Since Inception
MIGO Opportunities Trust plc / Annual Report 2025
Strategic Report / Portfolio Valuation
As at 30 April 2025
Company Investment Sector Region
Valuation
2025
£’000
% of
portfolio
The PRS REIT† Property UK 4,041 5.9
Chrysalis Investments Alternatives Global 3,840 5.6
Baker Steel Resources Trust Mining Global 3,374 4.9
Oakley Capital Investments Private Equity Europe 3,024 4.4
Phoenix Spree Deutschland† Property Europe 2,698 3.9
VH Global Energy Infrastructure Equity Global 2,663 3.9
Georgia Capital Equity Europe 2,624 3.8
VinaCapital Vietnam Opportunity Fund Private Equity Asia Pacific 2,610 3.8
Aquila European Renewables† Alternatives Europe 2,585 3.8
Life Science REIT† Property UK 2,470 3.6
Top ten investments 29,929 43.6
Cordiant Digital Infrastructure Property Europe
2,464 3.6
River UK Micro Cap Equity UK
2,255 3.3
Tufton Assets Equity Global
2,176 3.2
Real Estate Investors* Property UK
2,030 2.9
International Biotechnology Trust Equity North America
1,865 2.7
AVI Japan Opportunity Trust Equity Japan
1,861 2.7
RTW Biotech Opportunities Equity North America
1,812 2.6
Schroder British Opportunities Trust Equity UK
1,654 2.4
Seraphim Space Investment Equity Global
1,611 2.3
Augmentum Fintech Private Equity Europe
1,593 2.3
Top twenty investments 49,250 71.6
Hansa Investment Co Equity Global 1,487 2.2
Tetragon Financial Group Alternatives Global 1,446 2.1
Ecofin US Renewables Infrastructure Trust Alternatives North America 1,347 2.0
Amedeo Air Four Plus Alternatives Global 1,273 1.8
Life Settlement Assets Alternatives North America 1,252 1.8
EPE Special Opportunities* Private Equity UK 1,199 1.7
Ground Rents Income Fund Property UK 1,103 1.6
Geiger Counter Mining Global 1,060 1.5
Marwyn Value Investors Private Equity UK 1,058 1.5
NB Private Equity Partners Private Equity North America 1,057 1.5
Top thirty investments 61,532 89.3
15
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MIGO Opportunities Trust plc / Annual Report 2025
Company Investment Sector Region
Valuation
2025
£’000
% of
portfolio
New Star Investment Trust Equity Global 1,050 1.5
GCP Infrastructure Investments Alternatives UK 683 1.0
abrdn European Logistics Income† Property Europe 678 1.0
US Solar Fund Alternatives North America 664 1.0
SDCL Energy Efficiency Income Trust Alternatives Global 661 1.0
Baillie Gifford Shin Nippon Equity Asia Pacific 654 0.9
Sherborne Investors (Guernsey) Equity Global 625 0.9
Macau Property Opportunities Fund† Property Asia Pacific 552 0.8
VPC Speciality Lending Investments Alternatives North America 527 0.8
Dunedin Enterprises Investment Trust†^ Private Equity Global 488 0.7
Top forty investments 68,114 98.9
Pantheon International Private Equity Global 324 0.5
abrdn Property Income Trust Property UK 132 0.2
CEPS* Equity UK 121 0.2
Better Capital PCC†
^ Private Equity UK 84 0.1
Duke Capital* Alternatives UK 62 0.1
Reconstruction Capital II†
^ Equity Europe 30 0.0
Total investments in the portfolio 68,867 100.0
Other current liabilities (including net debt) (2,950)
Net asset value 65,917
* AIM/NEX Listed
† In liquidation, in a process of realisation or has a fixed life.
^ Unlisted or trading of shares currently suspended.
Investments in companies that have previously been written down to nil net book value, but where ownership in the company is retained, are not
disclosed in this table.
Strategic Report / Portfolio Valuation continued
As at 30 April 2025
MIGO Opportunities Trust plc / Annual Report 2025
Strategic Report / Portfolio Analysis
As at 30 April 2025
Portfolio by geographical exposure Portfolio asset allocation
2025 2024
Global
33.5%
29.2%
UK
25.6%
20.1%
Europe
23.8%
21.8%
North America
12.9%
16.0%
Asia Pacific (ex-Japan)
5.9%
7.7%
Japan
2.8%
2.1%
India
0.0%
5.1%
Africa
0.0%
0.4%
Other current assets and liabilities
-4.5%
-2.4%
2025 2024
Equity
34.2% 43.5%
Property
24.4% 11.7%
Alternatives
21.8% 14.5%
Private Equity
17.4% 21.1%
Mining
6.7% 11.6%
Other current assets and liabilities
-4.5% -2.4%
Geographical exposure (comparison with 2020)
2020
Global
36.0%
UK
32.1%
Asia Pacific (ex-Japan)
8.1%
Europe
8.1%
North America
4.8%
Cash
4.0%
Japan
3.6%
India
3.2%
Emerging Markets
0.1%
Portfolio asset allocation (comparison with 2020)
2020
Equity 37.0%
Property 24.1%
Private Equity 18.1%
Mining 11.7%
Other 4.7%
Cash 4.0%
Forestry 0.4%
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MIGO Opportunities Trust plc / Annual Report 2025
SR
G
Strategic Report / Business Review
The Strategic Report, set out on
pages 2 to 31, contains a review
of the Company’s business model
and strategy, an analysis of its
performance during the year
ended 30 April 2025 and its future
developments, and details of the
principal risks and challenges it
faces. Its purpose is to inform the
shareholders of the Company
and help them to assess how the
Directors have performed their
duty to promote the success
of the Company. In particular,
the Chairman’s Statement on
pages 4 and 5 and the Investment
Manager’s Report on pages 10 to 13
concentrate on the outlook for the
current year and the factors likely to
affect the position of the business.
The Strategic Report contains certain
forward-looking statements. These statements
are made by the Directors in good faith based
on the information available to them up to the
time of their approval of this report and such
statements should be treated with caution due
to the inherent uncertainties, including both
economic and business risk factors, underlying
any such forward-looking information.
Further information on how the Directors
have discharged their duty under section 172
of the Companies Act 2006 can be found on
pages 27 to 30.
Business Model
The Company is an externally managed
investment trust and its shares are admitted to
the closed-ended investment funds category
ffi
The Company has been approved by HM
Revenue & Customs as an authorised
investment trust under sections 1158 and 1159
of the Corporation Taxes Act 2010, subject to
there being no subsequent serious breaches
of regulations. In the opinion of the Directors,
ff
to enable it to continue to qualify for such
approval.
The purpose of the Company is to provide
a vehicle for investors to gain exposure to
a portfolio of companies which have been
undervalued by the markets in which they are
traded, through a single investment.
The Company’s strategy is to create value for
shareholders by addressing its investment
objective, which is set out below.
As an externally managed investment trust, all
of the Company’s day-to-day management
and administrative functions are outsourced
to service providers. As a result, the Company
has no executive directors, employees or
internal operations.
The Company is an Alternative Investment
Fund (“AIF”) under the UK Alternative
Investment Fund Managers Directive (“UK
AIFMD”) and has appointed Asset Value
Investment Fund Manager (“AIFM”) and
ff
close of business on 15 December 2023.
The Board has retained overall responsibility
for risk management and has appointed AVI
to manage its investment portfolio. Marketing,
company secretarial and administrative
services are outsourced to Frostrow Capital
27 for further information).
The Board remains responsible for all
ff
setting the parameters for monitoring the
investment strategy and the review of
investment performance and policy. It also
has responsibility for all strategic policy issues,
including share issuance and buybacks, share
price and discount/premium monitoring,
corporate governance matters, dividends
Further information on the Board’s role and
the topics it discusses with the Investment
Managers is provided in the Corporate
Governance Report beginning on page 37.
Investment Objective
The objective of the Company is to
outperform SONIA plus 2% (the “Benchmark”)
over the longer term, principally through
ffi
closed-ended funds (SONIA being the
Sterling Overnight Index Average, the Sterling
Risk-Free Reference Rate preferred by the
fi
fl
better return to shareholders over the longer
term than they would get by placing money
on deposit.
The Benchmark is a target only and should
not be treated as a guarantee of the
performance of the Company or its portfolio.
Investment Policy
The Company invests in closed-ended
fl
to invest in investment funds listed or dealt
on other recognised stock exchanges, in
unlisted closed-ended funds (including, but
not limited to, funds traded on AIM) and in
open-ended investment funds. The funds in
which the Company invests may include all
types of investment trusts, companies and
ff
fl
class of security issued by investment funds
including, without limitation, equity, debt,
warrants or other convertible securities. In
addition, the Company may invest in other
securities, such as non-investment fund debt,
if deemed to be appropriate to produce the
desired returns to shareholders.
The Company is unrestricted in the number
The Company invests in listed closed-ended
investment funds that themselves have
stated investment policies to invest no more
than 15% of their gross assets in other listed
closed-ended investment funds. However, the
Company may invest up to 10%, in aggregate,
of the value of its gross assets at the time
of acquisition in closed-ended investment
funds that do not have such a stated
MIGO Opportunities Trust plc / Annual Report 2025
Board Diversity
The Board is fully supportive of all aspects
of diversity and the importance of having a
range of skilled, experienced individuals with
fi
its obligations. Further information on Board
diversity as well as the Board’s diversity policy
can be found in the Corporate Governance
Report, on pages 37 and 44.
2024 Realisation Opportunity
ff
opportunity to shareholders. The outcome of
this is discussed in the Chairman’s Statement.
Further details are also given on pages 34
35 under “Capital Structure”.
Board Focus and Responsibilities
With the day-to-day management of the
Company outsourced to service providers, the
Board’s primary focus at each Board meeting
is reviewing the investment performance and
associated matters such as, amongst other
things, future outlook and strategy, gearing,
asset allocation, investor relations, marketing,
and industry issues.
In line with its primary focus, the Board retains
responsibility for all the key elements of the
Company’s strategy and business model,
including:
• investment objective and policy,
incorporating the investment guidelines and
limits, and changes to these;
• whether the manager should be authorised
to gear the portfolio up to a pre-determined
limit;
• review of performance against the
• consideration of share issuance and
buybacks and premium/discount
management;
• review of the performance and continuing
appointment of service providers; and
• ff
oversight, risk management and corporate
governance.
details of the principal risks, and how they are
managed, follow within this business review.
In addition, the Company will not invest
more than 25%, in aggregate, of the value of
its gross assets at the time of acquisition in
open-ended funds.
There are no prescriptive limits on allocation
of assets in terms of asset class or geography.
There are no limits imposed on the size of
hedging contracts, save that their aggregated
value will not exceed 20% of the portfolio’s
gross assets at the time they are entered into.
The Board permits borrowings of up to 20% of
the Company’s net asset value (measured at
the time new borrowings are incurred).
The Company’s investment objective may
fi
cash or near cash being held.
Dividend Policy
It is the Company’s policy to pursue capital
growth for shareholders with income being a
secondary consideration. This means that the
Company’s Investment Manager is frequently
drawn to companies whose future growth
fi
of dividend income for shareholders.
The Company complies with the United
Kingdom’s investment trust rules regarding
distributable income which require investment
trusts to retain no more than 15% of their
income from shares and securities each year.
The Company’s dividend policy is that the
Company will pay the minimum dividend
required to maintain investment trust status.
Results and Dividend
The results attributable to shareholders for
the year ended 30 April 2025 are shown on
page 59. The Board has not recommended a
fi
(2024: 0.6 pence per share).
The Board
At the date of this report, the Board of the
Company comprises Richard Davidson
Gulliver (Chair of the Audit Committee and
SID) and Ian Henderson. All Directors are
independent non-executive directors and
served throughout the year and up to the
signing of this report. They will stand for
re-election at the forthcoming Annual General
Meeting.
Hugh van Cutsem, as already noted in the last
Annual Report, resigned on 10 July 2024.
Further information on the Directors can be
found on page 32.
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MIGO Opportunities Trust plc / Annual Report 2025
SR
The Company’s Board of Directors
meets at least four times a year.
At each quarterly meeting it reviews
performance against a number of
key performance measures
Key Performance Indicators
NAV and the movement of
the NAV compared with the
notional returns available
for cash – defined as SONIA
plus 2%, the Company’s
Benchmark^
The Directors regard the Company’s net asset value
(“NAV”) return per share as being the overall measure
of value delivered to shareholders over the long term,
A full description of performance during the year under
review and the investment portfolio are contained in the
Investment Manager’s Report beginning on page 10.
was (5.4)% (2024: 11.3%), compared with the Benchmark
return of 7.1% (2024: 6.9%).
NAV volatility^
The Company aims to deliver its performance with a
lower level of volatility in the NAV than equity markets.
For the year to 30 April 2025, the Company’s NAV had
a volatility of 8.9
volatility of the Deutsche Numis All Share Total Returns
Index (inc Investment Companies) of 12.8
The movement in the
Company’s share price
One of the most immediate measures of the value
of the Company’s Ordinary shares is their price. The
Board regularly considers the Company’s investment
performance and other ways in which share price
performance may be enhanced, including the
ff
The Ordinary share price decreased by 5.5% (2024:
increased by 8.6%) over the year. Further details are
4 and the
Investment Manager’s Report10.
Share price in relation to the
NAV per share
The Board believes that an important driver of an
investment trust’s discount or premium over the
long term is investment performance together with a
proactive marketing strategy. However, there can be
volatility in the discount or premium during the year.
Therefore, the Board requests authority each year to
buy back and issue shares with a view to limiting the
volatility of the share price discount or premium.
During the year under review, no new shares were
issued by the Company (2024: none). New shares
will only be issued at a premium to the Company’s
cum-income net asset value at the time of issue.
3,291,420 shares were bought back during the year
(2024: 1,760,000), and 336,014 shares were bought back
after the year-end (2024: 75,000).
The Company’s Ordinary share price in relation to the
NAV per share during the year ended 30 April 2025
has ranged from a discount of <0.1% (2024: 0.7%) to a
discount of 5.1% (2024: 5.8%). At the year end, the shares
traded at a discount of 4.5% to the NAV per share (2024:
across the whole investment companies universe was
16.34% (2024: 19.98%)
#
.
^ See Glossary on pages 73 to 75 for definition and calculation methodology.
# Source: Deutsche Numis.
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
The Board considers that the risks
detailed within this report are the
principal risks currently facing the
Company to deliver its strategy.
The Board is responsible for the ongoing
fi
the principal risks faced by the Company. The
Audit Committee, on behalf of the Board, has
established a process for the regular review of
these risks and their mitigation. This process is
in line with the UK Governance Code and the
FRC’s Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting.
Principal Risks, Emerging Risks and Risk
Management
During the year ended 30 April 2025, the
Audit Committee has carried out a robust
assessment of the emerging and principal
risks facing the Company, including those
that would threaten its business model,
future performance, solvency and liquidity.
The Committee also considered the controls
in place to mitigate the inherent risks and
whether additional controls or actions were
required to bring the residual risk down to an
fi
with the controls that are in place, although it
is important to note that the systems in place
cannot eliminate the risk of failure to achieve
the Company’s investment objective.
Further details as well as a summary of the
Company’s approach to risk and how principal
risks and uncertainties were dealt with during
the year under review, are set out below. In
addition, information about the Company’s risk
assessment and internal control procedures
is provided in the Audit Committee Report
beginning on page 45.
The principal risks are categorised under the
following broad headings:
• investment risks;
• strategic and business risks;
• operational risks; and
• legal, regulatory and tax risks.
Principal Risk
Mitigation
Market and discount risk
The Company aims to capitalise on the opportunities that
ffied
fl
of those funds and their underlying assets. Additionally,
the Company is exposed to the risk that the market price
ff
purchasing funds whose market price is at a discount to NAV
fi
also lead to exposure to poorly performing companies.
ff
be to amplify the gains or losses the Company experiences.
Investors should be aware that by investing in the Company
they are exposing themselves to the market risks associated
with owning publicly traded shares, and the additional
fied funds.
To manage this risk the Board and the AIFM have appointed the
Investment Manager to manage the portfolio within the remit of the
investment objective and policy and borrowing limits. Compliance
with the investment policy and borrowing limits is monitored on a
daily basis by the AIFM and reported to the Board monthly.
At the year-end the Company had 15.2% borrowings (2024: 6.1%).
The Investment Manager monitors the volatility, discount, quality of
underlying assets, and level of gearing within the portfolio holdings
and potential investments. The results of this feed into the stock
selection process and consideration of the portfolio constituents.
on the performance of the portfolio, encompassing, inter alia, the
rationale for stock selection decisions, the make-up of the portfolio,
and portfolio company updates.
Going forward, changes will be made to MIGO’s portfolio to implement
a higher conviction approach in order to align with the current
opportunities in the investment trust sector. This will see MIGO’s
portfolio expecting to concentrate over time.
Cash, Interest rate, Other price, Currency, Liquidity and
Credit risk
For information on cash, interest rate, other price, currency,
liquidity and credit risk please see Note 16 to the Financial
Statements on pages 68 to 70.
INVESTMENT RISKS
Increased
Decreased
No change
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MIGO Opportunities Trust plc / Annual Report 2025
SR
Principal Risk
Mitigation
Company’s business objectives and strategy
The Company and its shareholders are exposed to the risk,
particularly if the investment strategy and approach are
unsuccessful, that the Company may be viewed unfavourably
resulting in a widening of the share price discount to NAV per
share.
Since the year-end, the Board and AVI have concurrently
decided to implement a higher conviction approach to
managing MIGO, to align with the current opportunities in
the investment trust sector. This will see MIGO’s portfolio
concentrating over time to focus on 10-15 core holdings.
In managing this risk the Board reviews the Company’s investment
objective in relation to market and economic conditions and the
performance of its peers and discusses at each Board meeting the
Company’s future development and strategy.
MIGO had a total of 45 holdings as at 30 April 2025. The Board
and AVI believe that, going forward, larger stakes in a more
fl
engagement with boards, aiming to accelerate superior returns from
the wide discount opportunities in the sector.
The Board monitors the discount trend and considers how share
ff
marketing and the possibility of share buybacks. Given the size of the
Company, the Board is conscious of the impact of share buybacks on
liquidity and the ongoing charges of the Company.
Key person risk
The loss of a key employee of the Investment Manager
could result in the deterioration of the performance of the
Company.
Managers as part of its annual review. During the year under review,
Nick Greenwood and Charlotte Cuthbertson worked
Managers of MIGO within the wider team of AVI, receiving any
necessary support as and when needed.
Since the year-end, Nick Greenwood has informed the Board and AVI
that he wished to step back from his role as MIGO’s co-manager after
over 20 years’ involvement with the Company. The Board has agreed with
ff
in co-managing MIGO by Tom Treanor, Director and Fund Manager at AVI.
Charlotte and Tom will continue to be supported by AVI’s wider 11-strong
research team, and Nick remains an AVI employee and will become a
consultant to the team.
Company duration risk
ff
Depending on the structure of the realisation opportunity
and the level of take-up, this could reduce the size of the
Company to an unattractive level.
The Articles contain provisions for Shareholders to elect to realise all
or part of their holdings of Ordinary shares at three-yearly intervals.
The Board formulates the appropriate manner in which such a
ff
the relevant service providers. In particular, the investor sentiment
prior to the realisation opportunity in 2024 was monitored by the
Investment Manager and the Company’s corporate broker and only
5.3% of MIGO’s issued share capital was realised and bought back by
the Company, a good result in current markets. The next realisation
opportunity is due toff2027.
STRATEGIC AND BUSINESS RISKS
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
Principal Risk Mitigation
Global Risk
fi
abroad might lead to volatile markets impacting the
Company’s performance and reduced investor appetite for
the Company’s shares.
Global events, such as another pandemic, acts of war or
ff
companies or result in the Company’s service providers
being unable to meet their contractual duties.
fi
present both opportunities and, in the absence of adequate
regulation, risks.
are being monitored and discussed, where relevant, between the
Board and the Investment Manager as part of the portfolio review at
every Board meeting.
companies and monitor the impact of any material events on their
business, and update the Board accordingly.
Ongoing charges risk
fi
over a year quoted on the ‘Key Investor Information’ (“KID”)
document. The OCF has long been considered misleading
ff
investment trusts. Whether actual and underlying costs are
fi
platforms and readers will add them up, and in an industry
where low fee levels are sometimes misunderstood as the
simplest way to evaluate how value is delivered, this can
become a problem.
The Board of MIGO, together with many other industry participants,
has previously lobbied the Association of Investment Companies and
fi
fi
OCF across all retail product and service categories because they
flshare price. This should show
companies like MIGO as competitive as they really are.
fi
new retail disclosure framework does not, in the Board’s view, help
consumers make better decisions.
should not be included within the scope of the new “Consumer
Composite Investment (“CCI”) Rules, as listed investment companies
are equities rather than “products” and investors are shareholders
in relation to disclosure of costs and expenses which can be easily
viewed in the companies’ report and accounts.
Furthermore, the FCA’s proposed new approach, as currently drafted,
will prevent investment companies like MIGO from competing
ffMisleading cost disclosures will make the whole sector
look more expensive than it really is, thereby reducing demand and
liquidity. The Board of MIGO supports the AIC’s recommendations
fi
industry by ending misleading aggregation of costs and abolishing the
fi
fi.
STRATEGIC AND BUSINESS RISKS
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MIGO Opportunities Trust plc / Annual Report 2025
SR
Principal Risk Mitigation
ESG and Climate Change Risk
Risks related to the environment, social issues and
or bad governance on portfolio companies, MIGO itself
or its service providers could have an adverse impact on
operational performance and may lead to a reduction in
demand for the Company’s shares as investors seek greater
At every Board meeting, the Board receives updates including
Managers and the Company Secretary.
Due to the nature of the Company and its investment policy, any
ff
AVI’s website www.assetvalueinvestors.com/responsible-investing/.
UK Legal and Regulatory Risk
The Company and/or the Directors might fail to comply
with legal requirements in relation to FCA dealing rules
the Companies Act 2006, relevant accounting standards,
the Bribery Act 2010, the Criminal Finances Act 2017, the
Association of Investment Companies (“AIC”) Statement of
any other applicable regulations.
This could result in reputational damage to the Company
or in its shares being suspended from listing which would
result in a loss of investment trust status and gains within the
portfolio being subject to Capital Gains Tax.
The Board monitors regulatory change with the assistance of Frostrow
and its external professional advisers to ensure compliance with
applicable laws and regulations including the Companies Act 2006,
the AIFMD, the Corporation Tax Act 2010 (“Section 1158”), the Market
Abuse Regulation (“MAR”), the Disclosure Guidance and Transparency
The Board reviews compliance reports and internal control reports
fi
statements and revenue forecasts.
The Depositary reports twice yearly to the Audit Committee,
fi
with the AIFMD, MIGO’s Articles of Association and with investment
restrictions and leverage limits.
The Directors attend seminars and conferences to keep up to date on
regulatory changes and receive industry updates from the Company
Secretary. The Company Secretary also presents a quarterly report on
changes in the regulatory environment, including AIC updates, and
how changes have been addressed.
LEGAL, REGULATORY AND TAX RISKS
Principal Risk Mitigation
Service provider risk
The Board is reliant on the systems of the Company’s service
providers and as such a disruption to, or a failure of, those
systems could lead to a failure to comply with law and
regulations leading to reputational damage to the Company
fi
This encompasses disruption or failure caused by cyber
crime or hybrid working practices and covers dealing, trade
fi
operational functions.
To manage these risks the Board: receives reports from the AIFM
regulations; reviews internal control reports and key policies of the
AIFM, Investment Manager, Custodian and Frostrow; reviews reports
from the Depositary; maintains a risk matrix which details the risks
to which the Company is exposed and the controls relied upon to
manage those risks; and receives updates on pending changes
to the legal and regulatory environment and progress towards the
Company’s compliance with any relevant future changes.
fi
they have all necessary business continuity procedures in place
ff
security awareness and holding team and client meetings via video
conference calls as and when required. The Board continues to
monitor the performance of all service providers.
OPERATIONAL RISKS
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
Emerging Risks
The Company has carried out a detailed
assessment of its emerging and principal
risks. The International Risk Governance
fi
one that is new or is a familiar risk in a new
or unfamiliar context or under new context
conditions (re-emerging). Failure to identify
emerging risks may cause reactive actions
rather than being proactive and, in a worst-
case scenario, could cause the Company
to become unviable or otherwise fail or
force the Company to change its structure,
objective or strategy.
The Audit Committee reviews a risk register
detail as part of this process to try to ensure
that both emerging and well-known risks are
fi
Any emerging risks and mitigations are
added to the risk register.
economic environment in many countries,
fl
wars in Ukraine and Gaza. remained with
us during the year to the point of investor
appetite in equities reducing dramatically.
During the year under review, elections in
a number of countries, including the USA,
and their results, have emerged as new
risks which have already led to uncertainty
in the markets. Since the year-end, the war
between Israel and Iran and the possibility
of that confrontation spreading further with
as yet unforeseen consequences, has again
added to uncertainly in global markets.
Whilst it is not possible to mitigate the above
emerging risks directly, the Board regularly
reviews the premium and discount levels
and considers ways in which share price
performance may be enhanced to prevent
MIGO becoming unattractive to shareholders.
The Investment Manager, Frostrow and
Deutsche Numis are in regular contact
with larger investors to ensure that MIGO’s
objective is still in line with shareholders’
objectives. There are also regular updates
for all shareholders by way of factsheets,
annual and half-yearly reports and other
documentation on the Company’s website.
The experience and knowledge of the
Directors is useful in these discussions, as
are update papers and advice received from
the Board’s key service providers such as
the AIFM and Investment Manager and the
Company’s corporate broker. In addition,
the Company is a member of the AIC, which
provides regular technical updates, draws
members’ attention to forthcoming industry
and regulatory issues and advises on
compliance obligations.
Going Concern
The content of the Company’s portfolio,
trading activity, the Company’s cash balances
and revenue forecasts, and the trends
ff
performance are reviewed and discussed
The Board has considered a detailed
assessment of the Company’s ability to meet
its liabilities as they fall due, including tests
ff
fi
market liquidity, on the Company’s NAV, its
fl
Based on the information available to the
Directors at the date of this report, including the
results of these stress tests, the conclusions
the Company’s cash balances, and the liquidity
of the Company’s listed investments, the
fi
fi
operation for at least the next 12 months and
that, accordingly, it is appropriate to continue to
adopt the going concern basis in preparing the
fi
The Directors have also considered the fact that
ff
opportunity in 2024 with the option to either
retain or realise their investment. Only 5.3% of
issued share capital was realised in ffi
market conditions which the Board sees as a
strong endorsement of MIGO going forward.
The changes to the management of MIGO and
its portfolio have also been received positively
by the market following the announcement on
18 June 2025. Further information is available in
the Chairman’s Statement on pages 4 and 5.
Long-Term Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have
carefully assessed the Company’s current
position and prospects as described in the
Chairman’s Statement and the Investment
21 to 24 and have
formed a reasonable expectation that the
Company will be able to continue in operation
and meet its liabilities as they fall due over
fi
has chosen a three-year horizon in view of
the long-term nature and outlook adopted
by the Investment Manager when making
decisions while recognising the limitations and
uncertainties inherent in predicting market
conditions in making this assessment.
In addition, the realisation opportunity is
ff
To make the assessment and in reaching the
conclusion of long-term viability, the Audit
Committee has considered the Company’s
fi
portfolio and meet its liabilities as they fall due:
• the portfolio is principally comprised of
investments traded on major international
stock exchanges. Based on historic
81.6% of the current portfolio could
be liquidated within 30 trading days and
54.0% in seven days under normal market
conditions.
portfolio going forward, the Board expects
that the majority of investments can be
liquidated speedily if necessary.
• 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; and
• the Company has no employees, only its
non-executive Directors. Consequently,
it does not have redundancy or other
employment-related liabilities or
responsibilities.
Stress tests and scenarios which considered
the impact of severe stock market volatility on
fl
ability to meet its liabilities were undertaken.
The results demonstrated that even in the most
ffi
ffi
portion of its listed holdings, in order to be able
to meet its liabilities as they fall due. Based on
the information available to the Directors at the
time, it was concluded that it was reasonable
for the Board to expect that the Company will
be able to continue in operation and meet its
liabilities as they fall due over the next three
fi
The Directors have also considered the fact
that the majority of shareholders decided to
hold on to their shares following the Realisation
Opportunity in September 2024, with the
result that the net asset value of the Company
the Company to continue in operation. For
more details about the Company’s capital
structure and the 2024 Realisation Opportunity,
34 and 35.
Finally, AVI as the Company’s AIFM and
Investment Manager is not proposing to
change MIGO’s existing investment policy
apart from establishing a higher-conviction
portfolio and having a more activist approach.
manager of investment trusts, and the Board
fi
sector expertise and supportive analyst
resource as well as its distribution and
marketing channels. Further information can
be found in the Chairman’s Statement on
pages 4 and 5.
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MIGO Opportunities Trust plc / Annual Report 2025
SR
The Audit Committee considers the
potential impact of the Company’s principal
risks and various severe, but plausible,
downside scenarios, as well as the following
assumptions in considering the Company’s
longer-term viability:
• there will continue to be demand for
investment trusts;
• investors will wish to continue to have
exposure to the type of companies that the
Company invests in, namely closed-ended
investment funds;
• the Board and the Investment Manager will
continue to adopt a long-term view when
making investments;
• the threats to the Company’s solvency or
will be managed or mitigated as outlined
on pages 21 to 24;
• regulation will not increase to a level
that makes running the Company
uneconomical; and
• the performance of the Company will
continue to be satisfactory.
The continuing uncertainty in the global
economy as well as the ongoing wars in
Ukraine and Gaza, have contributed to
fl
pressures world-wide. The new confrontation
between Israel and Iran is adding to these
pressures. These were factored into the key
assumptions made by assessing their impact
on the Company’s key risks and whether the
key risks had increased in their potential to
ff
market conditions. As part of this review, the
fi
and prolonged decline in the Company’s
performance and prospects. This included
a range of severe but plausible downside
ff
substantial falls in investment values and the
impact of the Company’s ongoing charges
ratio, which were the subject of stress testing.
Furthermore, the Audit Committee
considered the operational resilience of the
Company’s service providers, and thereby
the operational viability of the Company.
During the year under review all key service
providers have again been contacted with
regard to their business continuity systems
as well as their IT and cyber security systems
to prevent fraudulent activity of any kind. No
issues were raised and the Audit Committee
was reassured that all key service providers
were operating well and to their normal high
service standards.
Based on the results of this review, the
Directors have formed a reasonable
expectation that the Company will be
able to continue in operation and meet its
liabilities as they fall due over the next three
fi
Management Arrangements
AIFM and Investment Manager
the Company’s Alternative Investment
Fund Manager (“AIFM”) and Investment
Manager under an Investment Management
Agreement (“IMA”) dated 26 July 2023 and
ff
Under the terms of the IMA, the AIFM and
Investment Manager provides, inter alia, the
following services:
• risk management services;
• monitoring the Investment Manager’s
compliance with the Company’s
investment objective and investment
policy and reporting any non-compliance
in a timely manner to the Investment
Manager and the Board;
• determining the net asset value per share
on a daily basis;
• maintaining professional indemnity
insurance at the level required under the
AIFM Rules;
• preparing the monthly factsheets for the
Company;
• upholding compliance with applicable tax,
legal and regulatory requirements;
• seeking out and evaluating investment
opportunities;
• deciding the manner by which monies
should be invested, divested, retained or
realised;
• deciding how rights conferred by the
investments should be exercised;
• analysing the performance of investments
made; and
• advising the Company in relation to trends,
market movements and other matters
ff
and policy of the Company.
During the year ended 30 April 2025, the
management fee payable to the AIFM was
calculated at an annual rate of 0.65% of
the adjusted market capitalisation of the
Ordinary Shares and 0.5% of the adjusted
market capitalisation of any Realisation
Shares in issue at the time. Following the
2024 Realisation Opportunity, there are no
realisation shares in issue.
Since the year end, the Board of MIGO has
agreed a revised fee structure with AVI. This
will reduce the management fee to 0.35%
per annum on the lower of MIGO’s market
capitalisation and net asset value (NAV) and
add a performance fee of 15% of NAV total
returns in excess of a SONIA + 3% hurdle,
subject to a high watermark. Overall fees
payable by the Company in any year will be
capped at 2.5% per annum of the lower of
MIGO’s market capitalisation and NAV. The
management fee continues to accrue daily
and is payable monthly in arrears.
In addition, as part of the revised fee
structure, AVI will reinvest 25% of any
performance fee paid into MIGO shares,
subject to an aggregate 5% cap on AVI’s
interest in MIGO shares, and a minimum
3-year hold period for shares acquired under
this mechanism.
If the Company as a whole moves to a
realisation basis following a future Realisation
Opportunity, then the AIFM will be paid 0.5%
of the adjusted market capitalisation of the
Company as a whole.
Details of the fees paid to the AIFM for its
services during the year are set out in note 3
to the Financial Statements on page 63.
The Company invests in AVI Japan
Opportunity Trust plc (“AJOT”), another
investment trust company managed by AVI.
The Company does not pay management
fees on the value of its investment in AJOT.
The IMA may be terminated by six months’
written notice from either party subject to the
provisions for earlier termination as set out
therein.
fi
within the IMA relating to compensation
payable in the event of termination of the
agreement other than the entitlement to fees
which would be payable within any notice
period.
Continuing Appointment of the AIFM and
Investment Manager
The Board, through the Management
performance of the AIFM and Investment
Manager under review. It is the opinion of
the Directors that the relationship with AVI is
working well and that the appointment of AVI
as AIFM and Investment Manager is in the
best interests of shareholders as a whole. In
coming to this decision, the Board took into
consideration, inter alia, the following:
• That, further to the announcement on
18June 2025, Charlotte Cuthbertson will be
joined in co-managing MIGO by Tom Treanor,
Director and Fund Manager at AVI. Charlotte
and Tom will continue to be supported by
AVI’s wider 11-strong research team, and
Nick Greenwood remains an AVI employee
and will become a consultant to the team.
• That the investment performance of MIGO is
encouraging relative to that of the markets
in which the Company invests.
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
marketing, distribution and investor relations
service by actively engaging with professional
investors, typically discretionary wealth
ffi
IFAs and a range of execution-only platforms.
Regular engagement helps to attract new
investors and retain existing shareholders,
and over time results in a stable share register
made up of diverse, long-term holders.
There is a continuous programme of
one-to-one meetings with professional
investors around the UK. These include
regular meetings with “gate keepers”, the
senior points of contact responsible for their
respective organisations’ research output
and recommended lists. The programme of
regular meetings also includes autonomous
ffi
groups, as well as small independent
organisations. Some of these meetings
of the meetings do not, which means the
Company is being actively promoted while the
fi
from involvement in the regular professional
investor seminars run by Frostrow and AVI in
and Dublin, or webinars which are focused on
buyers of investment companies.
Frostrow produces many key corporate
documents, including annual and half-yearly
reports. All Company information and
invitations to investor events, including
updates from the Investment Manager on
portfolio and market developments, are
regularly emailed to a growing database,
overseen by Frostrow, consisting of
professional investors across the UK.
other advisers and the Investment Manager
in particular in their engagement with
stakeholders by writing articles, drafting
announcements and monitoring press
coverage for the Company.
fi
regular press coverage, with articles
appearing in respected publications that
are widely read by both professional and
self-directed private investors. The latter
typically buy their shares via retail platforms,
fi
the Company’s share register..
Depositary and Custodian
as Depositary under an agreement
dated 11 October 2023 (the “Depositary
ff
of business on 15 December 2023. The
Depositary Agreement is terminable on 90
calendar days’ notice from either party.
has been appointed as the Company’s
Custodian under an agreement dated
ff
15 December 2023. Following an initial term
of three years, the Custody Agreement may
be terminated by the Company by giving 60
calendar days’ notice and by the Custodian
by giving 180 days’ notice.
Stakeholder Interests and Board Decision-
Making (Section 172 Statement)
The Directors’ overarching duty is to act in
good faith and in a way that is the most likely
to promote the success of the Company as
set out in Section 172 of the Companies Act
2006. In doing so, Directors must take into
consideration the interests of the various
stakeholders of the Company, the impact
the Company has on the community and
the environment, take a long-term view on
consequences of the decisions they make
as well as aiming to maintain a reputation
for high standards of business conduct
and fair treatment between the members
fi
Company in achieving its investment objective
and helps to ensure that all decisions are
made in a responsible and sustainable way.
In accordance with the requirements of
the Companies (Miscellaneous Reporting)
Regulations 2018, the Company explains how
the Directors have discharged their duty under
Section 172 below.
To ensure that the Directors are aware of, and
understand, their duties they are provided
fi
join the Board as well as receiving regular
and ongoing updates and training on the
relevant matters. Induction and access to
training is provided for new Directors. They
also have continued access to the advice
and services of the Company Secretary and,
when deemed necessary, the Directors can
seek independent professional advice at the
Company’s expense. The schedule of Matters
Reserved for the Board, as well as the Terms
of Reference of its committees, are reviewed
on an annual basis and further describe
Directors’ responsibilities and obligations and
include any statutory and regulatory duties.
The Audit Committee has the responsibility
for the ongoing review of the Company’s risk
management systems and internal controls
and, to the extent that they are applicable,
risks related to the matters set out in
risk register and are subject to periodic and
regular reviews and monitoring.
• That the remuneration of the AIFM and
Investment Manager is reasonable.
In particular, the Board believes that
the agreed changes reinforce MIGO’s
commitment to leading investment
company best practice, by proactively
aligning the portfolio to the investment
opportunity, and strengthening alignment
between shareholders, Investment Manager
and Board.
Company Secretary, Marketing and
Administration
Company secretarial, marketing, and
administrative services are provided by
an agreement dated 1 February 2016 and
novated on 24 April 2020 and 27 July 2023.
capitalisation of the Company, charged
quarterly in arrears, is payable, subject to a
minimum annual fee of £120,000. Frostrow’s
fees will reduce from 25 basis points to
20 basis points on market capitalisation
of the Company in excess of £100 million.
party on six months’ written notice.
Frostrow provides the following services,
inter alia, under its agreement with the
Company:
• marketing and shareholder services;
• administrative and company secretarial
services;
• advice and guidance in respect of
corporate governance requirements;
• maintenance of the Company’s accounting
records together with Waystone
nk Group), to which a number
of accounting functions have been
delegated;
• preparation of the annual and half yearly
reports; and
• ensuring compliance with applicable legal
and regulatory requirements.
In light of the high level of service provided
by Frostrow in these areas, it is the opinion of
the Directors that the continuing appointment
of Frostrow is in the best interest of
shareholders.
Details of the fees paid to Frostrow for their
services during the year are set out in note 4
to the Financial Statements on page 63.
Company Promotion
out by the Company’s advisers AVI,
In particular, AVI, Frostrow and Deutsche Numis
together provide a continuous, pro-active
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MIGO Opportunities Trust plc / Annual Report 2025
SR
Stakeholders
A company’s stakeholders are normally
considered to comprise its shareholders,
its employees, its customers, its suppliers
as well as the wider community in which
the company operates and impacts. The
ff
managed investment trust it has no
fi
are synonymous with its shareholders. In
terms of suppliers, the Company receives
professional services from a number of
ff
them being the Investment Manager. The
Directors believe that fostering constructive
and collaborative relationships with the
Company’s service providers will assist
in their promotion of the success of the
fi
The Board engages with representatives
from its service providers throughout the
year. Representatives from the Investment
Manager and Frostrow are in attendance at
each Board meeting. The services provided
by the Investment Manager and Frostrow are
fundamental to the long-term success of the
Company. Furthermore, the Board believes
that the wider community in which the
Company operates encompasses its portfolio
of investee companies and the communities
in which they operate.
Details of how the Board considers the needs
and priorities of the Company’s stakeholders
and how these are taken into account during all
its discussions and as part of its decision-making
are detailed below. All discussions involve
careful consideration of the longer- term
consequences of any decisions and their
implications for stakeholders.
Further details are set out below:
Stakeholder
group
The benefits of engaging with the
company’s stakeholders
How the board, the portfolio manager
and administrator have engaged with
the company’s stakeholders
Investors
Continued shareholder support and engagement
are critical to the continued existence of the
Company and the delivery of its long-term
strategy.
Clear communication of the Company’s strategy
and the performance against the Company’s
objective can help the share price trade at
a narrower discount or a wider premium to
fi
shareholders.
New shares can be issued to meet demand
without diluting net asset value per share for
existing shareholders. Increasing the size of the
fi
costs.
ff
shares trade to their net asset value per share,
the Company can buy back shares if the Board
considers this to be in the best interest of the
Company and shareholders as a whole. Shares
can either be held in “treasury” or cancelled. Any
shares held in treasury can later be sold in the
market if conditions permit. The Company does
not currently hold any shares in treasury.
The Investment Manager, Frostrow and the Company’s
corporate broker, on behalf of the Board, complete a
programme of investor relations throughout the year.
An analysis of the Company’s shareholder register is provided
to the Directors at each Board meeting along with marketing
reports from Frostrow. The Board reviews and considers
the marketing plans on a regular basis. Reports from the
Company’s corporate broker on investor sentiment and
Key mechanisms of engagement include:
• the Annual General Meeting where shareholders have the
and to ask questions;
• the Annual and Interim Reports of the Company, providing
investors with a clear understanding of MIGO’s strategy,
fi
• the daily publication of the net asset value per share;
•
• the Company’s website which hosts reports, video
interviews with the ortfolio Managers and monthly
newsletters; and
• one-on-one investor meetings and online webinars.
During the year under review, the Board engaged with
investors in respect of the 2024 Realisation Opportunity via
report and the website, where the process was set out
indetail.
Since the year-end, the Board communicated to investors the
change of co-manager, the new portfolio approach and a more
performance-driven fee structure. An initial stock exchange
announcement was followed by meetings with shareholders
and webinars by the ortfolio Managers who explained their
vision for MIGO’s portfolio changes in more detail.
WHO?
WHY?
HOW?
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
Stakeholder
group
The benefits of engaging with the
company’s stakeholders
How the board, the portfolio manager
and administrator have engaged with
the company’s stakeholders
Investment Manager
The relationship with the Investment Manager is
fundamental to ensuring the Company meets its
investment objective.
Manager is necessary to evaluate its performance
against the Company’s stated strategy and to
understand any risks or opportunities this may
present.
Management costs are closely monitored and
remain competitive.
The Board meets regularly with the Company’s Investment
Manager throughout the year both formally at the scheduled
Board meetings and informally as needed. The Board also
receives monthly performance and compliance reporting.
The Investment Manager’s attendance at each Board meeting
provides the opportunity for the Investment Manager and
Board to further reinforce their mutual understanding of what
is expected from both parties.
Since the year under review, the Board and the Investment
Manager have agreed a change of co-managers for MIGO, a
more focused and activist approach, a performance driven
fee structure and another possible capital return mechanism
in addition to the Realisation Opportunity every three years.
For more information please see the Chairman’s Statement on
pages 4 and 5
Service Providers
The Company contracts with third parties for
other services including: depositary, custodian,
investment accounting & administration as well as
company secretarial and registrars. The Company
ensures that the third parties to whom the
services have been outsourced complete their
roles in line with their service level agreements,
thereby supporting the Company in its success
and ensuring compliance with its obligations.
The Board and Frostrow engage regularly with other service
providers both in one-to-one meetings and via regular written
reporting. Representatives from service providers are asked to
attend Board and Audit Committee meetings when deemed
appropriate. This regular interaction provides an environment
where topics, issues and business development needs can be
ffi
Portfolio Companies
Gaining a deeper understanding of the
portfolio companies and their strategies assists
in understanding and mitigating risks of an
investment as well as identifying future potential
opportunities.
Day-to-day engagement with portfolio companies is
undertaken by the Investment Manager. Details of how the
Investment Manager carries out portfolio management as well
as information on its investment approach can be found in the
Investment Manager’s Report on pages 10 to 13. The Board
receives updates at each scheduled Board meeting from the
fi
valuation reports and detailed portfolio and returns analyses.
The Investment Manager’s engagement with portfolio
companies includes active voting at their annual general
meetings, discussions with their stakeholders and on-site
visits where appropriate.
WHO? WHY? HOW?
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MIGO Opportunities Trust plc / Annual Report 2025
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WHAT? OUTCOMES AND ACTIONS
What were the key topics of engagement?
What actions were taken, including principal decisions?
Key topics of engagement with investors
• Ongoing dialogue with shareholders concerning
the strategy of the Company, performance and the
portfolio.
• Ongoing dialogue about the impact of regulation and
cost disclosures.
• During the year, discussions were held in respect of
the 2024 Realisation Opportunity.
• Since the year-end, the Board and the Investment
Manager have agreed a change of co-managers
for MIGO, a more focused and activist approach,
a performance driven fee structure and another
possible capital return mechanism in addition to the
Realisation Opportunity every three years.
• The Investment Manager, Frostrow and the Company’s corporate broker meet
regularly with shareholders and potential investors to discuss the Company’s
strategy, performance, the portfolio and any other issues which might be raised.
• Board lobbying of the FCA (please see Chairman’s Statement).
• Shareholders are provided with performance updates via the Company’s
fi
• Documents in respect of the choices available to investors under the 2024
Realisation Opportunity were uploaded on the Company’s website and were
explained both on the website and in the annual report. 1,188,066 shares were
realised in the course of the exercise, or 5.30% of shares in issue which, in view
fi
the majority of shareholders continue to share the Board’s positive outlook
forMIGO.
• The changes to the co-managers, new portfolio approach and new fee
structure were communicated to shareholders via a stock exchange
announcement, meetings with shareholders and webinars.
Key topics of engagement with the Investment
Manager on an ongoing basis
•
business updates as well as any particular issues of
engagement with portfolio companies.
• Team composition
• The impact of macro events on their business and the
portfolio.
• The impact of regulation and cost disclosures.
• Updates are received by the Directors at every Board meeting and throughout
the year in respect of economic and other factors which might impact on
investment decision making.
•
Managers.
Other Service Providers
• The Directors have frequent engagement with the
Company’s other service providers through the
annual cycle of reporting and due diligence meetings
or discussions held by Frostrow on behalf of the
Board. This engagement is completed with the aim
ff
oversight of the services provided.
• fi
service providers have been positive and the Directors believe their continued
appointment is in the best interests of the Company.
Portfolio Companies
The Investment Manager, on behalf of the Board, has
engaged with a number of portfolio companies:
• in order to create value for shareholders, mainly to
tighten discounts or to provide liquidity.
•
change. Many trusts have to deal with increasing
environmental legislation and are already working
hard to improve their credentials.
• in order to achieve good governance overall, as good
governance means that board and management of
portfolio companies are aware and proactive in their
approach to all environmental and social issues.
• In order to achieve better liquidity, the Investment Manager has lobbied a
number of portfolio companies for increasing buybacks and changes in capital
structure and capital allocation.
• The Investment Manager is aware that trusts perceived to be falling behind
This issue therefore makes up an important part of the risk assessment when
looking at possible investments.
• For the Investment Manager good governance is the best way to ensure best
value for shareholders. To this end, environmental and social factors as well as
governance are discussed in meetings with managements.
For more information about the Investment Manager’s engagement with portfolio
companies, please see the Investment Manager’s Report on pages 10 to 13.
Strategic Report / Business Review continued
MIGO Opportunities Trust plc / Annual Report 2025
Culture and Business Ethics
The Directors agree that establishing and
maintaining a healthy corporate culture among
the Board members and in its interaction
with the Investment Manager, other service
providers and shareholders supports the
delivery of the Company’s goals. The Board
seeks to promote a culture of openness,
debate and integrity through ongoing dialogue
and engagement with all stakeholders.
The Company is committed to carrying out
business in an honest and fair manner with
a zero-tolerance approach to bribery, tax
evasion and corruption. As such, policies and
procedures are in place to prevent these.
As detailed in the Governance section, the
Company has a number of policies and
procedures in place to assist with maintaining
a culture of good governance including those
fl
of interest. The Board assesses and monitors
compliance with these policies as well as
the general culture of the Board through
Board meetings and, in particular, the annual
evaluation process which is undertaken by
each Director (for more information please
see the performance evaluation section on
39 and 40).
The Board strives to ensure that its culture is
in line with the Company’s purpose, values
and strategy. It also seeks to appoint the
best possible service providers, including
the Investment Manager, and evaluates their
ff
on a regular basis. The Board considers the
culture of the Investment Manager and other
service providers, including their policies,
practices and behaviour, through regular
reporting from these stakeholders and, in
particular, during the annual review of the
performance and continuing appointment of
all service providers through its Management
Environmental, Human Rights and Social
Issues
The Company has no employees and the
Board consists entirely of non-executive
Directors. Day-to-day management of the
Company’s business is delegated to the
Investment Manager. As an investment trust
that invests in other funds, the Company has
very limited direct impact on the community
or the environment and therefore the
Company itself has no environmental, human
rights, social or community policies. However,
the Company acknowledges that it can
have an indirect impact on the community
or the environment, based on the portfolio
companies that the Investment Manager
climate change are frequently discussed
in meetings with portfolio companies, and
are also part of the risk assessment when
deciding on whether an investment should
be made. For further details please see the
Investment Manager’s Report on pages 10 to
13 and the Business Review on page 24.
As an investment company, the Company
does not provide goods or services in the
normal course of business and does not have
customers. All its operational functions are
outsourced to third-party service providers.
Accordingly, the Company falls outside the
scope of the Modern Slavery Act 2015. The
Company’s suppliers are typically professional
advisers and the Company’s supply chains are
considered low risk in this regard. In carrying
out its activities and in relationships with
suppliers, the Company aims to conduct itself
responsibly, ethically and fairly.
The Board expects its principal service
providers also to have appropriate governance
policies in place.
Taskforce for Climate-Related Financial
Disclosures (“TCFD”)
The Company notes the TCFD recommendations
fi
Company is an investment trust with no
employees, internal operations or property
Rules requirement to report against the TCFD
framework.
The Company does not have explicit
sustainability investment objectives or policies
and will not seek to apply a sustainability label
under the FCA’s UK Sustainability Disclosure
Requirements and investment labels regime
(“SDR”).
AVI reports on its own environmental,
and approach on their website
www.assetvalueinvestors.com/responsible-
investing/
AVI also became supporters of the
TCFD in May 2021 and a signatory to the
the world’s leading proponent of responsible
investment which entails the following
commitments:
•
analysis and decision making processes;
• to be an active owner and incorporate
practices;
•
issues by the entities in which we invest;
• to promote acceptance and implementation
•
signatories; and
• to report on activities and progress towards
The risks associated with climate change
represent an increasingly important issue
and the Board of MIGO and the Investment
Manager are aware that the transition to a
ff
irrespective of their size, sector or geographic
location. Therefore, no company’s revenues
are immune and the assessment of such
ff
investment approach.
Performance and Future Developments
The Board concentrates its attention on the
Company’s investment performance, the
Investment Manager’s investment approach
ff
approach.
The Board monitors the performance of the
Company’s investment portfolio in relation
to the Investment Objective and also its peer
group.
The Board is regularly updated by Frostrow
on wider investment trust industry issues and
regular discussions are held concerning the
Company’s future development and strategy.
A review of the Company’s performance
during the
outlook for the Company can be found in
the Chairman’s Statement on pages 4 and 5
and in the Investment Manager’s Review on
pages 10 to 13.
The Company’s overall objective and strategy
remain unchanged, but the Board is excited
about the changes which have been agreed
since the year end to the management team,
portfolio approach and fee structure of MIGO,
which will allow the Company to remain
in an optimal position to capitalise on the
substantial current opportunities in the sector.
For and on behalf of the Board of Directors
Richard Davidson
Chairman
9 July 2025
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MIGO Opportunities Trust plc / Annual Report 2025
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Governance / Directors
Board of Directors
RICHARD DAVIDSON
Independent
Non-Executive Chairman
Joined the Board on 18 December
2017 and became Chairman on
Richard is also the Chairman of
the Management Engagement
Committee
Shareholding in the Company
87,000
Skills and Experience
Formerly, he was a partner and
manager of the Macro Fund at
Lansdowne Partners. Prior to that,
he was a managing director and
No. 1 ranked investment strategist
at Morgan Stanley, where he
worked for 15 years.
Other Appointments
Richard is currently chairman of
Aberforth Smaller Companies
Trust plc.
Standing for re-election
Yes
CAROLINE GULLIVER
Independent
Non-Executive Director
Joined the Board on 29 December
2023
Caroline is the Chairman of the
Audit Committee and Senior
Independent Director
Shareholding in the Company
10,000
Skills and Experience
Formerly an Executive Director
with EY, Caroline spent a
25 year career working with
investment trusts and open
ended investment companies,
including audit, fund launches,
reconstructions and mergers.
She is a member of the Institute
of Chartered Accountants of
Scotland (CA).
Other Appointments
She is currently a non-executive
director and chairman of the audit
committee of abrdn European
Logistics Income plc and Polar
Capital Global Healthcare Trust
plc.
Standing for re-election
Yes
LUCY COSTA DUARTE
Independent
Non-Executive Director
Joined the Board on 1 November
2022
Shareholding in the Company
6,115
Skills and Experience
Lucy is a specialist in marketing
strategy and investor relations
in the investment trust sector.
Formerly a director at Citigroup
heading the emerging markets
ECM team in London, she left
Citigroup in 2007 and took a
career break to raise her children,
before starting work at SV Health
Investors in 2016 as Investment
Director for International
Biotechnology Trust Plc.
Other Appointments
She is currently working part-time
for Schroder Unit Trusts Limited,
the managers of International
Biotechnology Trust plc, and is a
non-executive director of Fidelity
Asian Values plc, and Allianz
Technology Trust plc.
Standing for re-election
Yes
IAN HENDERSON
Independent
Non-Executive Director
Joined the Board on 1 November
2022
Shareholding in the Company
9,053
Skills and Experience
Ian is an advertising professional,
formerly a creative director at
subsidiary Masius. In 2008 he
set up a new agency for Engine
Group before leading an MBI to
start specialist agency AML in
fi
fi
internationally.
Other Appointments
which has recently been acquired
fastest-growing marketing
services group, of which Ian is
ffi
Standing for re-election
Yes
at the time of publication of this annual report
MIGO Opportunities Trust plc / Annual Report 2025
Committee
Member Key
Chair of Management
Engagement Committee
Chair of Audit Committee
fffi
Report for the year ended 30 April 2025, the following information is set out in the Strategic Report: a review
of the business of the Company including details of its objective, strategy and business model, future
fi
48 and 49.
Business and Status of the Company
The Company is registered in England as a public limited company (registration number 05020752) and is
fi
admitted to the closed-ended investment funds category of the ffiList of the FCA and traded on the
fi
The principal activity of the Company is to carry on business as an investment trust. The Company has
been granted approval from HM Revenue & Customs as an investment trust under Section 1158 of the
Corporation Tax Act 2010. The Company will be treated as an investment trust company subject to the
change in this activity in the future.
Alternative Performance Measures
fi57 to 70 set out the required statutory reporting measures of the
fi
range of criteria which are viewed as particularly relevant for the Company and investment trusts, which
are summarised on page 2
20.
The Directors believe that these measures enhance the comparability of information between reporting
under review have remained consistent with the prior year.
fi7375.
Directors
ffi
Company can be found on page 32.
Hugh van Cutsem retiredff
director since 31 March 2010.
Governance / Directors’ Report
All independent Directors serve
on both the Audit Committee and
the Management Engagement
Committee.
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MIGO Opportunities Trust plc / Annual Report 2025
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None of the Directors nor any persons
closely associated with them had a material
interest in the transactions, arrangements and
agreements of the AIFM or the Investment
Manager during the year. For information
on related parties please see note 17 to the
Financial Statements on page 70.
The Board has adopted a policy whereby all
Directors are required to stand for re-election
annually, regardless of their length of tenure.
The Board has concluded, following
formal performance evaluation, that each
of the Directors continues to demonstrate
ff
to the Company, independence from the
Investment Manager and a keen desire to act
in the best interests of the shareholders as a
whole. Furthermore, the Board considers that
the experience, expertise and knowledge
contributed by each Director is of notable
fi
each of the Directors at the forthcoming
77 to 83.
Directors’ and Officers’ Liability Insurance
Cover
ffi
was maintained by the Board during the
year ended 30 April 2025. It is intended that
this policy will continue for the year ending
There are no qualifying third party indemnity
provisions in place.
Beneficial Owners of Shares –
Information Rights
fi
been nominated by the registered holder of
those shares to receive information rights
under Section 146 of the Companies Act 2006
are required to direct all communications
to the registered holder of their shares
Computershare Investor Services PLC, or to
the Company directly.
Securities Carrying Voting Rights
There are no restrictions concerning the
transfer of securities in the Company; no
special rights with regard to control attached
to securities; no arrangements known to the
Company between holders of securities that
may restrict the transfer of securities; and
no agreements to which the Company is
ff
successful takeover bid.
Substantial Interests in the Company’s Share Capital
The Company was aware
as at 30 April and 30 June 2025, the latter being the latest practicable date before publication of
the Annual Report:
As at 30 April 2025
Number of ordinary
shares held
% of
voting rights
Hargreaves Lansdown, stockbrokers (EO) 2,118,721 11.01
Interactive Investor (EO) 1,868,238 9.71
AJ Bell, stockbrokers (EO) 1,734,634 9.01
Raymond James Investment Services 1,435,874 7.46
Rathbones 1,214,098 6.31
Transact (EO) 1,146,447 5.96
Charles Stanley 894,226 4.65
Quai Investment Services 866,923 4.50
Canaccord Genuity Wealth Management (ND) 833,200 4.33
* Source: RD:IR Investor Relations Services
As at 30 June 2025
Number of ordinary
shares held
% of
voting rights
Hargreaves Lansdown, stockbrokers (EO) 2,062,223 10.90
AJ Bell, stockbrokers (EO) 1,849,007 9.77
Interactive Investor (EO) 1,828,262 9.66
Raymond James Investment Services 1,317,463 6.97
Rathbones 1,241,778 6.56
Transact (EO) 1,125,950 5.95
Charles Stanley 906,070 4.79
Quai Investment Services 866,923 4.58
Canaccord Genuity Wealth Management (ND) 864,700 4.57
* Source: RD:IR Investor Relations Services
Capital Structure
18,910,363
enabling shareholders to elect at three-year intervals for the realisation of all or part of their holdings
sff
September 2024.
fl
sff
fi
or repurchase mechanism(s), all remaining elected shares will be converted into realisation shares
to shareholders an opportunity to make a Realisation Sale Election, shareholders may instead serve
Governance / Directors’ Report continued
MIGO Opportunities Trust plc / Annual Report 2025
shares into Realisation Shares, the Company's
portfolio will be split into two pools, which will be
accounted for as two separate sub-portfolios,
being (i) the continuation pool and (ii) the
realisation pool, pro rata as nearly as practicable
and Realisation Shares respectively in existence
as at the date on which the share capital of the
Company is reorganised.
Assets and liabilities will be allocated between
the continuation pool and the realisation pool
in such manner as in the Board's opinion
best achieves the objective of splitting
the Company's assets fairly between the
continuation pool and the realisation pool.
In particular, the Board may increase the
proportion of cash to be allocated to a particular
pool if it considers it would be equitable to both
holders of Realisation Shares and continuing
that it is necessary or desirable to retain cash
for the Company's working capital purposes,
it may decrease the proportion of cash to
be so allotted and the Board may choose
an alternative allocation, or subsequently
rebalance the pools, in respect of non-cash
assets if it considers a pro rata allocation to
be impracticable or that to do so would be
equitable to both holders of Realisation Shares
The costs and expenses of re-designating any
elected shares as Realisation Shares and the
costs and expenses of admitting Realisation
Shares to trading on the London Stock
Exchange and of preparing and publishing any
required prospectus in connection with the
above will be borne by the realisation pool. The
costs and expenses relating to the realisation
of assets comprising the realisation pool will be
attributed to the realisation pool also.
The continuation pool will be managed in
accordance with the Company's current
investment objective and policy, whilst the
realisation pool will be managed in accordance
with an orderly realisation programme with
the aim of making progressive returns of cash
to holders of Realisation Shares. The precise
mechanism for any return of cash to holders
of Realisation Shares will depend upon the
relevant factors prevailing at the time and will
be determined at the discretion of the Board,
but may include a combination of capital
distributions, share buybacks and tender
ff
Company may be paid out of the share capital,
share premium, retained earnings or any other
source to the fullest extent permitted under the
Companies Act 2006.
The creation of Realisation Shares and the
the continuation and realisation pools are,
however, conditional upon the aggregate net
£30m NAV Threshold is not met, no elected
shares will convert into Realisation Shares and
objective and policy going forward will be to
with the aim of making progressive returns of
cash to shareholders as soon as practicable.
There are currently no Realisation Shares in
ff
capital, or 1,188,066 shares, were realised and
bought back by the Company. It is expected that
ff
shareholders in 2027.
able to exploit the relevant opportunity set, the
Board also expects to introduce a capital return
NAV rising above £150m. To be implemented at
alignment, this will also potentially provide liquidity
for shareholders. The Board believes a capital
return mechanism, combined with the revised fee
structure, will avoid a misaligned incentive for AVI
to gather assets rather than focus on delivering
shareholder returns. More information will be
shared with investors in due course
Share Issues and Buybacks
The Directors have the authority to issue
shares up to an aggregate nominal amount
equal to one-third of the issued share capital
of the Company. They also have authority to
issue shares, or sell Treasury shares, up to
of the issued share capital for cash, without
pre-emption rights applying. At the last Annual
General Meeting held on 18 September 2024,
the Directors were also granted the authority
issued share capital. These authorities will
expire at the Annual General Meeting to be
held on 18 September 2025, when resolutions
to renew them will be proposed.
The Company makes use of share buybacks
and share issuances with the objective of
achieving a sustainable low discount (or
premium) to net asset value per share. Shares
are not bought back – either for holding in
Treasury or for cancellation – unless the
result is an increase in the net asset value per
Treasury or issued as new shares at a premium
shares in issue was 19,246,377. No shares
have been issued during the year, and none
were issued after the year-end. During the
year, 3,291,420 shares were repurchased for
cancellation, and 336,014 after the year-end
and up to the date of this report.
Treasury Shares
The Company may make market purchases
of its own shares for cancellation or for holding
in Treasury where it is considered by the
ff
do so. During the year, and since the year end,
fi
and since the year end were cancelled.
Global Greenhouse Gas Emissions for
theYear ended 30 April 2025
The Company is an investment trust, with neither
fi
or operational control of the assets which it owns.
It has no greenhouse gas emissions to report
from its operations nor does it have responsibility
for any other emissions – producing sources as
fi
investment portfolio. Consequently, the Company
consumed less than 40,000 kWh of energy
Report is prepared and therefore is exempt from
the disclosures required under the Streamlined
Energy and Carbon Reporting criteria.
Requirements of the UK Listing Rules
R requires the Company
to include certain information, more
applicable to traditional trading companies,
fi
Report or a cross reference table indicating
where the information is set out. The Directors
fi
made in this regard.
Modern Slavery Act 2015
The Company does not provide goods or
services in the normal course of business,
fi
not have customers. Therefore, the Directors
do not consider that the Company is required
to make a statement under the Modern
Slavery Act 2015 in relation to slavery or
ffi
are typically professional advisers and the
be low risk in this regard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero tolerance
approach to instances of bribery and corruption.
Accordingly, it expressly prohibits any Director
or associated persons when acting on behalf
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MIGO Opportunities Trust plc / Annual Report 2025
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Governance / Directors’ Report continued
of the Company, from accepting, soliciting,
ff
any payment, public or private, in the United
fi
The Board applies the same standards to
its service providers in their activities for
Corruption Policy can be found on its website
at www.migoplc.co.uk. This policy is reviewed
annually by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the
Criminal Finances Act 2017, the Board adopted
a zero-tolerance approach to the criminal
facilitation of tax evasion. A copy of the
website at www.migoplc.co.uk. The policy is
reviewed annually by the Audit Committee.
Political Donations
The Company has not made and does not
intend to make any political donations.
Corporate Governance
The Corporate Governance report, which
policies is set out on pages 37 to 44.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic
exchange of information commissioned by the
the International Tax Compliance Regulations
2015. CRS requires the Company to provide
certain additional details to HMRC in relation to
certain shareholders. The reporting obligation
began in 2016 and is an annual requirement.
Investor Services PLC, has been engaged to
fi
with HMRC on behalf of the Company.
Articles of Association
Association requires a special resolution to be
passed by shareholders.
Annual General Meeting
The full Notice of the Annual General Meeting
together with explanatory notes is set out on
pages 77 to 83. The following resolutions will be
proposed as special business:
Resolution 9: Authority to allot shares up to
approximately one-third of the ordinary shares
in issue;
Resolution 10: Authority to issue new shares
or sell shares from Treasury for cash, up to
ordinary shares, at a price per share not less than
the net asset value per share, and to disapply
pre-emption rights in respect of those shares;
Resolution 11:
of shares in issue at the time of the AGM, either
for cancellation or for placing into Treasury; and
Resolution 12: Authority to hold general meetings
Resolution 9 will be put to shareholders as an
ordinary resolution and Resolutions 10 to 12
will be proposed as special resolutions.
must be in favour of the resolutions for them
to be passed. Special resolutions require that
of the resolutions for them to be passed.
Recommendation
The Directors consider that all the resolutions
to be proposed at the AGM are in the best
interests of the Company and its members
as a whole. The Directors unanimously
recommend that shareholders vote in favour
of all the resolutions, as they intend to do in
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AGM Arrangements
The AGM will be held on Thursday,
Board is looking forward to meeting investors.
Shareholders are encouraged to view the
www.migoplc.co.uk for
further information nearer the time. Questions
can be submitted to the Company Secretary
at info@frostrow.com.
Shareholders are also strongly encouraged to
exercise their votes in respect of the meeting
in advance. Voting by proxy will ensure that all
that attendance at the AGM is not possible
or restricted or if the meeting is postponed.
Further details about the voting process can
be found in the Notice of Meeting on page 79.
The results of the AGM will be made public
via a regulatory announcement and posted on
www.migoplc.co.uk
after the meeting.
Significant votes against at the 2024 Annual
General Meeting
in respect of Resolution 14: to authorise the
Company to re-purchase Elected shares in
voted in respect of Resolution 15: to authorise
the Company to re-purchase Realisation
shares in the market, were lodged against
the Resolutions. In line with Investment
Association guidelines, these votes against are
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the votes cast in respect of Resolution 15 were
in favour, the Resolutions were passed.
The Board notes that the Resolutions had
been carefully drafted to provide maximum
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any unplaced Elected shares and with
Realisation shares, following the 2024
the implementation of the mechanisms that
Resolutions 14 and 15 provided. Nonetheless,
the Board understands the technical principles
under which some shareholders have chosen
to vote against these Resolutions, particularly
in the very unlikely event that they had
needed to be fully utilised, and also notes that
buybacks are subject to shareholder elections
and market conditions, limiting arbitrary use.
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shareholder support for its approach to
returning capital via a range of mechanisms
(including from shareholders who voted against
Resolutions 14 and 15) and notes the limited
capital. This amount was bought back on 5
September 2024 necessitating no further action
from the Company. Consequently, despite
being passed, Resolutions 14 and 15 need have
no further application for the time being.
The Board takes the result of the 2024 Realisation
realisation approach as a strong endorsement
the opportunities that the Portfolio Mangers see.
The Board continues to have an open dialogue
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mechanisms to exit investments, which can be
seen as positive for liquidity.
Audit Information
ffi
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there is no relevant audit information of which
she ought to have taken as a Director to make
Auditors are aware of that information.
Richard Davidson
Chairman
9 July 2025
MIGO Opportunities Trust plc / Annual Report 2025
Governance / Corporate Governance Report
The Board and its Committees
ff
with the Board whose role is to promote the
long-term success of the Company. The
Governance framework of the Company
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managed investment company it has no
employees and currently outsources portfolio
management to Asset Value Investors Limited
and company secretarial, administrative and
marketing services to Frostrow Capital LLP.
The Board generates value for shareholders
through its appointment and oversight of the
service providers and management of costs
associated with running the Company.
The Board
Chairman – Richard Davidson
Three additional non-executive Directors, all considered independent. (Please see page 32).
Senior Independent Director - Caroline Gulliver.
• to provide leadership and set strategy, values and standards within a framework of
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• to ensure that a robust corporate governance framework is implemented; and
• to challenge constructively and scrutinise performance of all outsourced activities.
Audit Committee
Chairman: Caroline Gulliver
All independent Directors
(The Chairman of the Board is also a
member of the Committee)
•
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and of the half-yearly report;
• to oversee the risk and control
environment; and
• to have primary responsibility for the
auditors, to review their independence
and performance, and to determine their
remuneration.
Meetings are held at least twice yearly and
are arranged to coincide with the publication
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The Audit Committee Report is set out on
pages 45 to 47.
Management Engagement Committee
Chairman: Richard Davidson
All independent Directors
• to review the performance and
remuneration of the AIFM and the
the IMA and Delegation Agreement and
to consider any variation to the terms of
these agreements; and
• to review regularly the contracts, the
performance and remuneration of
providers.
Meetings are held at least once a year.
The work of the Management Engagement
Committee is set out on pages 26 and 27.
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website at www.migoplc.co.uk. They will also be available for inspection at the AGM.
The Directors have decided that, given the size of the Board, it is not necessary to form
separate remuneration and nomination committees. The duties that would normally fall
Corporate Governance Statement
The Company is committed to the highest
standards of corporate governance and the
Board is accountable to shareholders for the
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plc has considered the principles and
recommendations of the AIC Code of
Corporate Governance published in February
as well as setting out additional provisions
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Company.
The Board considers that reporting against
the principles and provisions of the AIC Code
(which has been endorsed by the Financial
Reporting Council) will provide better
information to shareholders. By reporting
against the AIC Code, the Company meets
associated disclosure requirements under
as such does not need to report further on
irrelevant to the Company as an externally-
managed investment company, including
the provisions relating to the role of the chief
and the internal audit function.
www.theaic.co.uk
viewed on the Financial Reporting Council
website www.frc.org.uk. The AIC Code
includes an explanation of how the AIC Code
adapts the principles and provisions set out
investment companies.
The Company has no Remuneration
Committee, but otherwise has complied with
the principles and provisions of the AIC Code.
The Chairman of the Board is also a member
of the Audit Committee, but this is considered
acceptable due to his independence and the
small number of Directors. However, under the
terms of reference of the Audit Committee,
the Chairman of the Board may not act as the
Chairman of the Audit Committee.
The Corporate Governance Statement on
pages 37 to 44
Report on pages 33 to 36.
SR
FS
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MIGO Opportunities Trust plc / Annual Report 2025
G
In addition to the above, the Board also notes
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on or after 1 January 2025. The AIC has also
provided a new AIC Code of Corporate
addresses all the principles set out in the new
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years beginning on or after 1 January 2025. In
due course, the Company will report against
the new AIC Code.
The Board
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governance and the overall management
ff
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that as an investment company it outsources
investment management services to Asset
Value Investors Limited as AIFM and company
secretarial, administration and marketing
services to Frostrow Capital LLP.
strategy, values and standards; to provide
leadership within a controls framework which
enable risks to be assessed and managed;
to challenge constructively and scrutinise
performance of all outsourced activities; and
to review regularly the contracts, performance
service providers and Investment Manager.
The Board is responsible for all matters
of direction and control of the Company,
including its investment policy, and no one
individual has unfettered powers of decision.
The Board consists of four non-executive
Directors, who have substantial recent and
relevant experience of investment trusts and
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details of the Directors, including details of
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32.
Directors, none of the Directors has a contract
of service with the Company nor has there
been any other contract or arrangement
between the Company and any Director at any
time during the year. Directors are not entitled
ffi
The role of the Board is to promote the
long-term sustainable success of the
Company, generating value for shareholders
and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on which the
Company generates and preserves value over
the long term. The Strategic Report describes
how opportunities and risks to the future success
of the business have been considered and
addresses
business model and how its governance
contributes to the delivery of its strategy.
Policy are set out on pages 18 and 19.
Strategy issues and all material operational
matters are considered at Board meetings.
Board Culture
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opinion, unique vantage points and areas
of expertise. The Chairman encourages
open debate to foster a supportive and
co-operative approach for all participants.
Strategic decisions are discussed openly and
constructively.
The Board aims to be open and transparent
with shareholders and other stakeholders, and
for the Company to conduct itself responsibly,
ethically and fairly in its relationships with
service providers.
Diversity Policy
The Board supports the principle of
is that the Board and its committees should
be comprised of directors who collectively
display the necessary balance of professional
skills, experience, length of service and
industry knowledge and that appointments to
the Board and its committees should be made
on merit, against objective criteria, including
diversity in its broadest sense.
The objective of the policy is to have a broad
range of approaches, backgrounds, skills,
knowledge and experience represented on
the Board. The Directors believe that this
will make the Board and its committees
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sustainable success of the Company and
generating value for shareholders by ensuring
there is a breadth of perspective among
the Directors and the challenge needed to
support good decision making. To this end,
achieving a diversity of perspectives and
backgrounds on the Board and its committees
will be a key consideration in any director
search process.
The Board is aware that gender representation
objectives have been set for FTSE 350
companies and that targets concerning ethnic
diversity have been recommended for each
FTSE 100 board to have at least one director
of colour by 2021 and for each FTSE 250 board
to have the same by 2024.
When appointing new Board members, the
Directors will consider gender and ethnic
diversity besides knowledge, skills and
experience. However, the Board does not feel
that it would be appropriate to set targets as
all appointments are made on merit.
Board Diversity
encourage greater diversity on listed company
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are women;
(ii) at least one of the senior board positions
is held by a woman; and
(iii) at least one individual on the board is from
a minority ethnic background.
as guidelines when appointing new Directors.
The Company has chosen to align its
diversity reporting reference date with the
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to maintain this alignment for future reporting
three targets on board diversity as at its
chosen reference date, 30 April 2025: 50
individuals on the Board are women and a
senior position, that of Chairman of the Audit
Committee and SID, is held by a woman.
Board, and therefore more infrequent
vacancies and opportunities for recruitment
make achieving diversity on the Board a
more challenging, but ongoing, process.
progresses over future years, the Company
will continue to strive for increased diversity
on its Board through its Diversity Policy.
process can be found under Appointments to
the Board below.
details in respect of the three targets outlined
above as at 30 April 2025 is disclosed as
follows. Each Director volunteered how they
wished to be included in the tables.
Governance / Corporate Governance Report continued
MIGO Opportunities Trust plc / Annual Report 2025
(a) Table for reporting on gender identity or sex
As at 30 April 2025
No. of Board
members Percentage
Number
of senior
positions on
the Board*
Men 2 50% 1 (Chair of
theBoard)
Women 2 50% 1 (Audit Chair
and SID*)
Not specified / prefer not to say – – –
(b) Table for reporting on ethnic background
As at 30 April 2025
No. of Board
members Percentage
Number
of senior
positions on
the Board*
White British or other White (including
minority-white groups) 4 100% 2
Mixed/Multiple ethnic groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group – – –
Not specified/prefer not to say – – –
* As an externally managed investment company, the Company has no executive directors, employees or
internal operations. The Board has therefore excluded the columns relating to executive management from
financial officer are not applicable to the Company. In the absence of the aforementioned roles, the Board
considers the Chair of the Audit Committee also to be a senior position on the Board. Caroline Gulliver serves
as the Chair of the Audit Committee and as the Senior Independent Director.
Directors’ Independence
In accordance with the AIC Code, as part
of the evaluation process, the Board has
reviewed the independence of each individual
Director and the Board as a whole.
The AIC Code requires that this report
should identify each non-executive Director
the Board considers to be independent in
character and judgement and whether there
are relationships or circumstances which are
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it determines that a Director is independent
notwithstanding the existence of relationships
or circumstances which may appear to be
relevant to its determination.
Following formal performance evaluation,
Director to challenge and debate the activities
of the AIFM and Investment Manager, the
Board has concluded that each Director is
independent in character and judgement.
Furthermore, the Board is content that there
are no relationships or circumstances which
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Director.
Policy on Tenure
The Board subscribes to the view that
long-serving directors should not be
prevented from forming part of an
independent majority. It does not consider that
ability to act independently and, following
appropriate, formal performance evaluations,
believes that directors may be considered
independent in character and judgement. The
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to the strength of the Board and, as such,
no limit has been imposed on the overall
Directors, including the Chairman. In view of
its non-executive nature, the Board considers
that it is not appropriate for directors to be
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new directors will be appointed with the
expectation that they will serve for a minimum
period of three years subject to shareholder
approval. The Board has adopted a policy
whereby all Directors will be required to stand
for re-election annually, regardless of their
length of tenure.
Board Evaluation
An evaluation of the Board and its
individual Directors is carried out annually.
In addition to evaluations carried out by
the Board collectively, the Management
Engagement Committee on behalf of the
Board considers annually whether an external
evaluation should be undertaken by an
independent agency.
The Chairman acts on the results of the
strengths and addressing the weaknesses of
the Board and recommending any areas for
development. If appropriate, the Chairman will
propose that new members are appointed
to the Board or will seek the resignation of
During the year ended 30 April 2025, the
performance of the Board, its committees
and individual Directors (including each
through a formal assessment process led by
the Chairman. This involved the circulation
of a Board and Committee evaluation
questionnaire, tailored to suit the nature of the
Company, followed by discussions between
the Chairman and each of the Directors.
evaluated by the other Directors under the
leadership of the Senior Independent Director.
As part of the Board evaluation discussions,
each of the Directors also assessed the
overall time commitment of their external
appointments and it was concluded that all
ffi
their duties. All Directors have attended all
scheduled Board and Committee meetings
and have made themselves available for ad
hoc discussions where necessary.
SR
FS
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MIGO Opportunities Trust plc / Annual Report 2025
G
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and operation of the Board continues to
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a satisfactory mix of skills, experience and
knowledge of the Company. The Board
has considered the position of all the
Directors including the Chairman as part of
the evaluation process and believes that it
to recommend them for re-election at the
forthcoming AGM.
Board Composition and Succession
The Board has approved a composition and
succession plan to ensure that the Board
members collectively (i) display the necessary
balance of professional skills, experience,
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and integrity. This plan is reviewed annually
and at such other times as circumstances
To this end, the Board collectively reviews
all appointments to the Board and its
Committees and, if necessary, following a
skills review of the current Directors, will seek
to add persons with complementary skills
or who possess skills and experience which
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ffi
time to the Company to carry out their duties
ff
The Board will ensure that a robust
recruitment process is undertaken for all
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recruitment and to help to mitigate the
risk of self-selection from a narrow pool of
candidates. The Board will ensure that any
search agency used has no connection with
the Company or any of the Board members
and that the appropriate disclosure is made in
the next annual report.
Achieving a diversity and balance of skills
and knowledge in the Board will be a key
determinant of any new appointments.
Selecting the best candidate, irrespective of
fi
ff
breadth of perspective among directors.
Where the Board appoints a new Director
during the year or after the year-end and
before the notice of Annual General Meeting
has been published, that Director will stand for
election by shareholders at the next Annual
General Meeting.
Induction/Development
A procedure for the induction of new Directors
has been established, including the provision
of an induction pack containing relevant
information about the Company, its processes
and procedures. New appointees have the
opportunity of meeting with the Chairman
and relevant persons at the AIFM, Investment
Manager and Company Secretary.
Directors are also given key information on
requirements as they arise including
information on the role of the Board,
matters reserved for its decision, the terms
of reference for the Board committees,
practices and procedures and the latest
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to participate in training courses where
appropriate.
Chairman and Senior Independent Director
The current Chairman, Richard Davidson, is
deemed by his fellow independent Board
members to be independent and to have
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chairman of Aberforth Smaller Companies Trust
ffi
ff
necessary.
Caroline Gulliver was appointed as the Senior
Her biography and other appointments are
detailed on page 32 and the Board considers
ffi
ff
Responsibilities of the Chairman
leadership to the Board, assuming
ff
in directing the Company. The Chairman
• taking the chair at general meetings
and Board meetings, conducting
ff
decision making;
• setting the agenda for Board meetings
and ensuring the Directors receive
accurate, timely and clear information for
decision-making;
• taking a leading role in determining the
• overseeing the induction of new directors
and the development of the Board as
• leading the annual board evaluation
process and assessing the contribution of
individual directors;
• supporting and also challenging the
Investment Manager (and other suppliers
where necessary);
• ff
shareholders and, where appropriate, other
stakeholders; and
• engaging with shareholders to ensure that
the Board has a clear understanding of
Responsibilities of the SID
The SID serves as a sounding board for the
Chairman and acts as an intermediary for
other Directors and shareholders. The SID is
responsible for:
• working closely with the Chairman and
providing support;
• leading the annual assessment of the
performance of the Chairman;
• holding meetings with the other
non-executive Directors without the
Chairman being present, on such occasions
as necessary;
• carrying out succession planning for
• working with the Chairman, other Directors
and shareholders to resolve major issues;
and
• being available to shareholders and other
Directors to address any concerns or
issues they feel have not been adequately
dealt with through the usual channels of
communication (i.e. through the Chairman
or the Investment Manager).
Governance / Corporate Governance Report continued
MIGO Opportunities Trust plc / Annual Report 2025
Directors’ Other Commitments
Commitments or appointments of Directors
are set out on page 32. All of the Directors
ffi
Conflicts of Interest
Company Directors have a statutory
obligation to avoid a situation in which they
(and connected persons) have, or can have,
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In line with the Companies Act 2006, the
Board has the power to authorise any potential
fl
fi
fl
maintained and is reviewed at every Board
meeting to ensure all details are kept up to
date. It was resolved at each Board meeting
during the year that there were no direct or
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with the interests of the Company. Appropriate
authorisation will be sought if any new
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Board Meetings
The Board meets formally at least four
times each year. Representatives of the
Investment Manager attend all meetings at
which investment matters are discussed;
representatives from Frostrow are in
attendance at each Board meeting. The
Chairman encourages open debate to foster
a supportive and co-operative approach for
all participants. The primary focus at regular
Board meetings is the review of investment
performance and associated matters,
including asset allocation, together with
marketing and investor relations, peer group
information and industry issues. The Board
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revenue and expenses projections, analyses
of asset allocation, transactions, gearing
policy, cash management, customised
performance metrics and performance
comparisons, share price and net asset
performance during the year is described
in the stakeholders section beginning on
page 28.
The Board is responsible for setting the
investment objective, investment strategy and
investment restrictions at each meeting.
Meeting Attendance
The Directors meet at regular Board meetings,
held at least once a quarter, with additional
meetings arranged as necessary. During the
year to 30 April 2025, the scheduled meetings
held and attended by each Director were
as below. There were also a considerable
number of ad hoc Board and Committee
meetings to consider matters such as the
approval of regulatory announcements, the
realisation opportunity results, the renewal of
All meetings were attended by all Board
members.
Since the year-end, a number of Board
meetings have been held to discuss changes
of co-manager, portfolio approach, fee
structure and capital return mechanisms.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters
reserved for its decision. This includes,
inter alia, the following:
• Decisions relating to the strategic
objectives and overall management of
the Company, including the appointment
or removal of the Investment Manager
and other service providers, establishing
the investment objectives, strategy and
performance comparators, the permitted
types or categories of investments and the
proportion of assets that may be invested
in them.
• Requirements under the Companies
Act 2006, including approval of the
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any), the appointment or removal of the
Company Secretary, and determining the
policy on share issuance and buybacks.
• Matters relating to certain Stock Exchange
requirements and announcements, the
policies and procedures.
• Matters relating to the Board and its
Committees, including the terms of
reference and membership of the
committees, and the appointment of
directors (including the Chairman and
Day-to-day investment management is
delegated to Asset Value Investors Limited.
Frostrow.
The Board takes responsibility for the content
of communications regarding major corporate
issues although the Investment Manager or
Frostrow may act as spokesman. The Board is
kept informed of relevant promotional material
that is issued by the Investment Manager.
Board
meetings
(4)
Audit
Committee
meetings
(3)
Management
Engagement
Committee
meetings
(1)
Richard Davidson 4 3 1
Caroline Gulliver 4 3 1
Lucy Costa Duarte 4 3 1
Ian Henderson 4 3 1
Hugh van Cutsem (retired on 10 July 2024) 1 1 1
SR
FS
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MIGO Opportunities Trust plc / Annual Report 2025
G
Internal Controls Structure
The Board has a responsibility
for establishing and assessing
internal controls to ensure the
ff
ffi
appetites set by the Board. As the
Company relies on third-party
service providers for all of its
operations, it obtains regular
reports from these counterparties
ff
of controls within these
organisations.
providers are the AIFM and
Investment Manager, AVI, as well
as the Company Secretary and
Administrator, Frostrow Capital
LLP, and the Custodian and
Depositary. The Board receives
regular reporting on compliance
with the control environment and
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internal controls through review
each of these organisations.
In addition, the Company retains
a number of other providers who
report regularly to the Board.
These include the registrar,
fi,
public relations and legal adviser.
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and internal controls and so the
reporting they provide to the Board
on their operations is less stringent.
The Management Engagement
Committee formally evaluates
the performance and service
delivery of all third-party service
providers at least annually
and the Audit Committee
evaluates the performance
auditors annually, following the
completion of the annual audit
process.
PricewaterhousesCoopers LLP
(Independent Auditors)
Board of Directors
Entirely independent and non-executive
Sub-committees:
• Audit Committee
• Management Engagement Committee
Principal third-party service
providers
The Directors
• receive regular reporting at
meetings;
• review, where available, the
assurance report produced by
each organisation;
• receive additional reporting on
the control environment from
each of the principal third-
party service providers; and
• formally evaluate their
performance on an annual
basis.
Frostrow Capital LLP
(Company Secretary and Administrator)
Reporting
• Balance sheet • Investment limits and restrictions
• Liquidity and gearing (monthly)
• Income forecasts • Compliance with investment policy and
• Portfolio valuation guidelines (monthly)
ff
(annually)
JP Morgan Europe Limited and JP Morgan Chase Bank,
LondonBranch
(Depositary and Custodian)
Reporting
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• Presentation from the Depositary and Custodian semi-annually
Asset Value Investors Limited
AIFM and Investment Manager
Reporting
• Investment performance update at each meeting
• Internal Control Report
• Compliance Report
ff
• Portfolio attribution
Other third-party service
providers
The Directors
• receive regular reporting on
their activities at meetings; and
• formally evaluate their
performance on an annual
basis.
Computershare Investor
ServicesPLC
(Registrar)
Deutsche Numis
(Corporate Broker)
Stephenson Harwood LLP
(Legal Adviser)
Governance / Corporate Governance Report continued
KL Communications
(Public Relations)
MIGO Opportunities Trust plc / Annual Report 2025
Risk Management and Internal Controls
The Board has overall responsibility for the
control systems and for reviewing their
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guidance published by the Financial Reporting
Council on internal controls. Internal control
systems are designed to manage, rather
than eliminate, the risk of failure to achieve
the business objective and can provide only
reasonable and not absolute assurance
against material misstatement or loss. These
controls aim to ensure that the assets of
the Company are safeguarded, that proper
accounting records are maintained and
fi
reliable. The Directors have a robust process
for identifying, evaluating and managing
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which are recorded in a risk matrix. The Audit
Committee, on behalf of the Board, considers
each risk as well as reviewing the mitigating
controls in place. Each risk is rated for its
numerical rating determines its ranking into
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process was in operation during the year
and continues in place up to the date of this
report. The process also involves the Audit
Committee receiving and examining regular
providers. The Board then receives a detailed
report from the Audit Committee on its
fifi
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strategic and operational risk management
can be found in the Strategic Report.
Relationship with the Investment Manager
At each Board meeting, representatives
from the AIFM and Investment Manager are
in attendance to present verbal and written
reports covering their activity, portfolio and
investment performance over the preceding
period, and compliance with the applicable
Stewardship Code. The Portfolio Managers
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which they are required to refer to the Board.
maintained between formal meetings. The
Board and the Investment Manager operate
in a supportive, co-operative and open
environment.
The Management Engagement Committee
terms of the Investment Management
Agreement at least annually.
Relationship with Other Service Providers
Representatives from Frostrow are in
attendance at each Board meeting to address
administration and governance requirements.
The Management Engagement Committee
other service providers, including Frostrow,
and also the Custodian, the Registrar and the
Broker. At the most recent review, in July 2025,
the Committee concluded that all the service
providers were performing well.
Relations with Shareholders
A detailed analysis of the substantial
shareholders in the Company is provided
to the Directors at each Board meeting.
Representatives of the Investment Manager
and Frostrow regularly meet with institutional
shareholders and private client asset managers
to discuss strategy and to understand their
issues and concerns and, if applicable,
to discuss corporate governance issues.
the following Board meeting.
stockbroker are submitted to the Board on
investor sentiment, industry issues and trends.
The Company aims to provide shareholders
investment objective, policy and activities, its
performance and the principal investment
risks by means of informative annual and
half-yearly reports. This is supplemented by
the daily publication of the net asset value of
www.migoplc.co.uk is regularly updated and
provides useful information about the Company,
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monthly factsheets, Investment
commentaries, podcasts and announcements.
The Company also held a number of webinars
for investors.
Shareholders wishing to communicate
with the Chairman, or any other member
of the Board, may do so by writing to the
Company, for the attention of the Company
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email at info@frostrow.com. All shareholders
are encouraged to attend the AGM, where
they are given the opportunity to question
the Chairman, the Board and the Investment
Manager. The Directors welcome the views
of all shareholders and place considerable
importance on communications with them.
The annual and half-yearly reports of the
Company are prepared by the Board and
its advisers to present a full and readily
performance. Copies of the annual report are
dispatched to shareholders by mail, where
this form of communication is chosen. It is also
possible to download the annual report and
at www.migoplc.co.uk.
Socially Responsible Investment
day to day management is delegated to the
Investment Manager and other third parties.
no direct social, community, employee or
environmental responsibilities. Its principal
responsibility to shareholders is to ensure that
the investment portfolio is properly managed
and invested. As detailed on page 26, the
management of the portfolio has been
Manager.
business there are no relevant human rights
issues and the Company does not have a
human rights policy.
Stewardship and the Exercise of
VotingPowers
As an externally managed investment
company, the Board delegates the majority
of its Stewardship and engagement
Manager. However, the Board retains
oversight of this process by receiving regular
updates from the Investment Manager on
its engagement activities and by reviewing
voting policies.
Nominee Share Code
a nominee company name, the Company
undertakes:
• to provide the nominee company
with multiple copies of shareholder
communications, so long as an indication of
quantities has been provided in advance; and
• to allow investors holding shares through
a nominee company to attend general
meetings, provided the correct authority
from the nominee company is available.
Nominee companies are encouraged to
provide the necessary authority to underlying
meetings.
Significant Holdings and Voting Rights
Details of the shareholders with substantial
the shares are set out in the Directors' Report
on pages 33 to 36.
SR
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MIGO Opportunities Trust plc / Annual Report 2025
G
Independent Professional Advice
The Board has formalised arrangements
under which the Directors, in the furtherance
of their duties, may seek independent
expense.
During the year, legal advice was provided
by Stephenson Harwood LLP in respect of
drafting various documents to help facilitate
the realisation opportunity in September 2024.
Independent professional advice and support
in respect of the realisation opportunity
was also sought from Deutsche Numis, the
Since the year-end, Stephenson Harwood and
Deutsche Numis also provided professional
advice and support during the discussions
about the changes of co-manager, portfolio
approach, fee structure and capital return
mechanisms.
facilitated communication with shareholders
and the market in general.
Company Secretary
The Board has direct access to the advice
and services of the Company Secretary,
Frostrow, which is responsible for ensuring
that the Board and Committee procedures
are followed and that the Company complies
with applicable regulations. The Company
Secretary is also responsible to the Board for
ensuring timely delivery of information and
reports and that statutory obligations of the
Company are met.
Audit, Risk and Internal Control
51
responsibility for preparing this Annual Report.
The Audit Committee Report, beginning on
page 45, explains the work undertaken to
allow the Directors to make this statement
and to apply the going concern basis of
accounting. It also sets out the main roles
and responsibilities and the work of the
Audit Committee throughout the year,
control systems.
A description of the principal risks facing the
Company and an explanation of how they are
being managed is provided in the Strategic
Report on pages 21 to 24.
longer-term viability is set out in the Business
Review on pages 25 and 26.
Remuneration
on page 48 sets out the levels of remuneration
remuneration is determined.
By order of the Board
Frostrow Capital LLP
Company Secretary
9 July 2025
Governance / Corporate Governance Report continued
MIGO Opportunities Trust plc / Annual Report 2025
Governance / Audit Committee Report
I am pleased to present the Audit
Committee (the “Committee”)
Report for the year ended 30 April
2025. The Committee met three
times during the year under review
and once following the year end.
Composition
Due to the small size of the Board, the Audit
Committee comprises all the Directors, whose
biographies are set out on page 32, including
the Chairman of the Board. In accordance
with the terms of reference of the Committee
and the AIC Code, the Chairman of the Board
may be a member provided he or she was
independent on his/her appointment as
chairman, but may not act as the Committee
Chairman. All Directors are non-executive and
were considered independent during the year,
as discussed on pages 33 and 34 in the Report
of the Directors. The Committee considers that
at least one member has recent and relevant
experience in accounting or auditing and that
the Committee as a whole has experience
relevant to the investment trust industry.
The Company’s Auditors are invited to attend
meetings as necessary. Representatives of the
AIFM and Investment Manager may also be
invited. The Company Secretary acts as the
Secretary to the Audit Committee.
Responsibilities of the Committee
The Committee’s responsibilities are set out in
formal terms of reference which are available
on the Company’s website www.migoplc.co.uk
and which are reviewed annually. The
Committee’s primary responsibilities are:
• fi
statements of the Company, including
its Annual and Half-Yearly Reports and
any other formal announcements of
fi
performance, and to review and report to
fifi
issues and judgements in those statements
having regard to matters communicated to
• ff
internal control and risk management
systems and those of its third-party service
• to receive and consider reports from the
ffi
• to consider the accounting policies of the
• to monitor adherence to best practice in
• to make recommendations to the Board
in relation to the re-appointment of the
Auditors, their terms of engagement and
• to review the scope, results, cost
ff
• to review the policy on the engagement of
the external Auditors to supply non-audit
services and considering relevant guidance
regarding the provision of non-audit
fi
• to consider the need for an internal audit
function.
Matters Considered in the Year
In the year under review, the main duties
undertaken were:
• consideration of the appropriateness of the
Company’s accounting policies and of the
ff
records and management information
maintained on behalf of the Company,
relying on meetings with and reports from
the AIFM and Investment Manager, AVI, and
• a review of the half-year results and the
Annual Report, including the disclosures
made therein in relation to internal
controls and risk management, going
concern, related parties and consideration
of whether the report is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Company’s position and
performance, business model, strategy and
continued operation (including advising
the Board on whether the Company is
able to meet its liabilities as they fall due)
in order to make recommendations to the
Board. In assessing whether the report is
fair, balanced and understandable, each
Director reviewed the disclosures made,
applying their respective knowledge
and expertise. The internal controls over
fi
together with feedback from the Company’s
Auditors, the Investment Manager and the
• consideration of whether a dividend needed
to be paid by the Company in respect of the
fi
• consideration of the internal controls in
place at the Investment Manager, and
the Company’s other principal third-party
• consideration of the Investment Manager’s
policies in relation to information security
and business continuity, meeting with
representatives of its IT and Compliance
• consideration of the key risks, risk
management systems in place and the
• consideration of the Company’s Anti-Bribery
Policy and the policies and procedures in
SR
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MIGO Opportunities Trust plc / Annual Report 2025
G
Governance / Audit Committee Report continued
• consideration of the nature, scope and
fi
• annual consideration of whether there is a
• consideration of the appointment of the
Auditors, the Auditors’ independence,
ff
any non-audit services and tenure of
• consideration of the Investment Manager’s
and Frostrow’s whistle blowing policies for
ff
improprieties, including in relation to the
fi
• fi
from the Company’s Depositary in respect
of the safekeeping of the Company’s assets.
Since the year-end, the Committee has also
considered the appropriate level of dividend
to be paid by the Company in respect of the
year under review, for recommendation to
fi
2025 audit.
Significant Reporting Matters
fi
by the Committee during the year were:
Verification of ownership and valuation of
the Company’s holdings. The valuation of
investments is undertaken in accordance
with the accounting policies in note 1 to the
Financial Statements on page 61. Controls
are in place to ensure that valuations
fi
through reconciliations with the Custodian.
process with Frostrow and the AIFM. Having
reviewed the process and controls, the
fifi
investments had been valued correctly and
the Company’s ownership was appropriately
documented.
The portfolio contains holdings where
the investee company is in a process of
9out of 46
holdings) were in a process of realisation,
representing 19.8
portfolio value. The Investment Manager
provides comprehensive updates on investee
companies at each Board meeting and the
Directors have regular discussions with the
Investment Manager about the impact of this
‘tail’ on the Company and its performance.
Recognition of Revenue from Investments
The Committee took steps to gain an
understanding of the processes in place to
record investment income and transactions.
The Committee sought, and received,
fi
been accounted for correctly.
Other Reporting Matters
Accounting Policies
The current accounting policies, as set out
on pages 61 and 62, have been applied
consistently throughout the year and the prior
period where applicable.
Going Concern
fi
position and liabilities, the Committee is
fi
fi
concern basis. Further detail is provided on
page 25.
Viability Statement
The Audit Committee also considered the
fi
risks in connection with the Board’s statement
on the longer-term viability of the Company,
which is set out on pages 25 and 26 in the
Business Review.
2024 Realisation Opportunity
The Audit Committee considered the impact
of the 2024 realisation opportunity on the
Company’s shorter and longer-term viability.
The Board was happy to see that despite
ffimarket conditions, only 5.3% of shares
in issue were realised and that the net asset
value of the ordinary shares continued to be
more than £30 million, allowing the Company
to continue in operation.
Financial Statements
The Board has asked the Committee to
fi
make the statement that the Annual Report
taken as a whole is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position, performance, business
model, strategy and continued operation. The
fi
basis of its review of the whole document,
underpinned by involvement in the planning
for its preparation and review of the processes
to assure the accuracy of factual content.
fi
appropriate for the Board to prepare the
fi
basis. The Financial Statements can be found
on pages to .
Internal Controls and Risk Management
The Board has overall responsibility for the risk
assessment and review of the internal controls
of the Company, undertaken in the context of
its investment objective.
The review covers the key business,
fi
risks facing the Company. In arriving at its
judgement of what risks the Company faces,
the Board has considered the Company’s
operations in light of the following factors:
• the nature of the Company, with all
management functions outsourced to
• the nature and extent of risk which it
regards as acceptable for the Company to
•
and
• the Company’s ability to reduce the
incidence and impact of risk on its
performance.
Against this background, a risk matrix has
been developed which covers key risks
that the Company faces, the likelihood of
their occurrence and their potential impact,
how these risks are monitored and the
mitigating controls put in place. The Board has
delegated to the Committee the responsibility
for the review and maintenance of the risk
matrix. It reviews the risk matrix twice yearly,
bearing in mind any changes to the Company,
its environment or service providers since the
last review. The Committee considers whether
any new risks are emerging as a result of any
fi
the risk matrix are discussed with the Board.
Over the past year, the wars in Gaza and
Ukraine as well as elections in a number of
countries including the UK and the US, have
remained as risk factors, and the Company’s
risk matrix takes account of such risks on
various aspects of the Company’s operations
and investment management. The Audit
Committee keeps all developments under
close review, but there were no fundamental
changes to the Company’s risk management
fi
fi
the Committee’s most recent risk review.
The Committee acknowledges that the
Company is reliant on the systems utilised by
its service providers. The Committee receives
internal controls reports from, and reviews the
internal controls in place at, the Investment
Manager and AIFM twice annually. The internal
controls reports from its other principal service
providers – from the Company’s Administrator
and from the Registrar - are reviewed on
an annual basis. Following this review, the
Committee concluded that there were no
fi
that needed to be brought to the attention of
MIGO Opportunities Trust plc / Annual Report 2025
fi
ff
of the system of internal control and risk
management during the year, as set out
above and that:
(a) an ongoing procedure for identifying,
fi
faced by the Company was in place for
the year under review and up to the date
of this report. This procedure is regularly
(b) they are responsible for the Company’s
system of internal controls and for
ff
designed to manage the risk of failure to
achieve business objectives. This can only
provide reasonable, but not absolute,
assurance against material misstatement
or loss.
Internal Audit
The Company does not have an internal audit
function as all 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
ffi
External Auditors
The Audit
The nature and scope of the audit for
the year under review, together with
PricewaterhouseCoopers LLP‘s (“PwC”) audit
plan, were considered by the Committee on
12 March 2025. The Committee then met PwC
on 1 July 2025 to formally review the outcome
of the audit and to discuss the limited issues
that arose. The Committee also discussed the
presentation of the Annual Report with the
Auditors and sought their perspective.
Independence and Effectiveness
fi
regarding the independence of the Auditors,
the Committee reviewed:
• the senior audit personnel in the audit plan
• the Auditors’ arrangements concerning any
fl
•
• the statement by the Auditors that they
remain independent within the meaning
of the regulations and their professional
standards.
ff
Audit process, the Committee reviewed:
• fi
•
• feedback on the Auditors’ performance
during the audit from Frostrow and AVI.
A summary of the Company’s policy on the
provision by the Auditors of non-audit services
to the Company can be found below.
fi
ff
audit process, together with the degree of
diligence and professional scepticism brought
to bear.
The audit fee for the year ended 30 April 2025
was £59,094 (2024: £56,280).
Appointment and Tenure
PwC were appointed in September 2016 to
fi
fi
periods. The period of total uninterrupted
engagement is nine years. Ms Lauren Cooper
is the current Engagement Leader, having
been allocated to the Company by PwC for
the year ended 30 April 2025.
In accordance with current legislation, the
Company is required to conduct an audit
tender process at least every 10 years and will
have to change its auditors after a maximum
of 20 years. In addition, the nominated
Engagement Leader will be required to rotate
fi
Company.
It is expected that the Audit Committee
will conduct an audit tender following the
completion of the Company’s audit in 2026
and will recommend to shareholders the
appointment (or re-appointment) of the
successful auditors in due course thereafter.
The Company has complied throughout the
year ended 30 April 2025 with the provisions
of the Statutory Audit Services Order 2014,
issued by the Competition and Markets
Authority.
The re-appointment of
PricewaterhouseCoopers LLP as Auditors
to the Company will be submitted for
shareholder approval, together with
a separate resolution to authorise the
Committee to determine the remuneration
of the Auditors, at the AGM to be held on
18 September 2025.
Non-Audit Services
In accordance with the Company’s non-audit
services policy, the Audit Committee reviews
the scope and nature of all proposed non-
audit services before engagement to ensure
that auditor independence and objectivity are
safeguarded. The audit policy includes a list
of non-audit services which may be provided
by the Auditors as long as there is no apparent
threat to independence, as well as a list of
services which are prohibited. Non-audit
of the statutory audit fees for the preceding
three years.
No non-audit services were provided by the
Auditors during the year ended 30 April 2025
(2024: none).
Effectiveness of the Committee
A formal internal Board review which
included reference to the Audit Committee’s
ff
Chairman of the Company during the year.
As part of the evaluation, the Committee
reviewed the following:
•
•
• the Committee’s monitoring of compliance
• the Committee’s review of the quality and
fi
• fi
• the Committee’s assessment of the
independence, competence and
ff
Auditors.
It was concluded that the Committee was
performing satisfactorily and there were no
formal recommendations made to the Board.
Caroline Gulliver
Audit Committee Chairman
9 July 2025
SR
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MIGO Opportunities Trust plc / Annual Report 2025
G
Governance / Directors’ Remuneration Report
for the year ended 30 April 2025
Statement from the Chairman
I am pleased to present the Directors’
Remuneration Report for the year ended 30 April
2025. An ordinary resolution for the approval
of this report will be put to shareholders at
the forthcoming Annual General Meeting.
The law requires the Company’s Auditors,
PricewaterhouseCoopers LLP, to audit the
fi
disclosures have been audited, they are
included in the Independent Auditors’ Report on
pages 52 to 56.
During the year under review, the Board
consisted entirely of independent non-
executive Directors and the Company had no
on those aspects of remuneration that relate
to executive directors. Due to the small size
and nature of the Board, it is not considered
appropriate for the Company to establish a
separate remuneration committee and the
remuneration of the Directors is therefore
dealt with by the Board as a whole.
The Board considers the framework for the
remuneration of the Directors on an annual
basis. It reviews the ongoing appropriateness
of the Company’s remuneration policy and
the individual remuneration of Directors by
reference to the activities of the Company
and comparison with other companies of a
similar structure and size. This is in line with
For the year ended 30 April 2025, Directors’
fees were set at the rate of £39,300 per annum
for the Chairman, £33,800 per annum for the
Chairman of the Audit Committee and £28,400
per annum for other non-executive Directors.
Following a review of Directors’ fees during
the year, fees were increasedff
from 1 May 2025 to £40,000 per annum for
the Chairman, £35,000 for the Chairman of
the Audit Committee and £30,000 for other
non-executive Directors. This was done in
accordance with our Remuneration Policy
on page 50 which states that Directors’
remuneration is determined with reference to
comparable organisations and appointments
and that all levels of remuneration should
fl
responsibility of the role.
Directors’ Fees for the Year (audited)
The Directors who served during the year received the following emoluments:
Year ended 30 April 2025 Year ended 30 April 2024
Fees
£
Expenses
£
Total
£
Fees
£
Expenses
£
Total
£
2025
Percentage
change
(%)
2024
Percentage
change
(%)
2023
Percentage
change
(%)
2022
Percentage
change
(%)
Richard Davidson
(Chairman) 39,300 – 39,300
46,100
†
– 46,100 (13.4%) 28.1% 18.4% (1.5%)
Caroline Gulliver (Audit
Committee Chairman)
1
33,800 – 33,800 – n/a n/a n/a n/a
Lucy Costa Duarte
2
28,400 – 28,400 33,300
†
128 33,428 (15.0%) n/a n/a n/a
Ian Henderson
2
28,400 – 28,400 33,300
†
– 33,300 (14.7%) n/a n/a n/a
Hugh van Cutsem
3
5,607 – 5,607 33,300
†
– 33,300 n/a 28.1% 16.6% 1.4%
Katya Thomsom (Audit
Committee Chairman)
4
– – –
†
– n/a n/a 1.4%
135,507 – 135,507 185,684 128 185,812 (26.7%) 55.9% 19.5% 19.5%
1
Appointed as a Director on 29 December 2023.
2
Appointed as a Director on 1 November 2022.
3
Retired as a Director on 10 July 2024.
4
Retired as a Director on 29 December 2023.
† Includes compensation for additional work related to the transfer to the new AIFM and Investment Manager.
MIGO Opportunities Trust plc / Annual Report 2025
The Directors’ fees set out in the table above exclude any employers’
national insurance contributions, if applicable. No other forms of
remuneration were received by the Directors and, therefore, the fees
represent the total remuneration of each Director.
No payments were made to former directors of the Company during
the year other than set out in the table above.
Other Benefits
The Company’s Articles of Association provide that Directors are
entitled to be reimbursed for reasonable expenses incurred by them
in connection with the performance of their duties and attendance at
Board and General Meetings. The claims for taxable expenses are set
out in the table above.
No pension schemes or other similar arrangements have been
established for the Directors and no Director is entitled to any pension
fi
Loss of Office
Directors do not have service contracts with the Company but are
fi
ffi
Performance
The graph below compares the total return (assuming all dividends
are sterling reinvested) to Ordinary shareholders, compared with
the Deutsche Numis All Share Total Returns Index (inc Investment
the Company’s benchmark, is also shown.
Relative Importance of Spend on Pay
The table below shows the comparative cost of Directors’ fees
compared with the level of dividend distribution and Company
expenses for the years ended 30 April 2025 and 30 April 2024.
2025
£’000
2024
£’000
Change
Total Returns (3,983) 8,323
Directors’ fees 136 186
Dividend paid 127 (82.0%)
Share Buybacks 11,687 103.3%
Directors’ Beneficial Interests (audited)
The interests of the Directors and persons closely associated with
them in the Ordinary shares of the Company are set out below:
At 30 April 2025
Number of shares
At 30 April 2024
Number of shares
Richard Davidson 87,000
Hugh van Cutsem
1
n/a 12,348
Lucy Costa Duarte 6,115 6,115
Ian Henderson 9,053 6,115
Caroline Gulliver 10,000 10,000
1 Retired on 10 July 2024.
There have been no changes to any of the above holdings between
There is no requirement under the Company’s Articles of Association
for Directors to hold shares in the Company.
The interests of representatives of the Portfolio Managers in the
Ordinary shares of the Company are set out below:
At 30 April 2025
Number of shares
At 30 April 2024
Number of shares
Nick Greenwood 170,500
Charlotte Cuthbertson 1,252 1,252
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended 30 April 2024
was approved by shareholders at the Annual General Meeting held on
18 September 2024.
against and 11,090 votes withheld. Any proxy votes which were at the
discretion of the Chairman were included in the “for” total.
Approval
The Directors’ Remuneration Report was approved by the Board of
Directors on 9 July 2025 and signed on its behalf by:
Richard Davidson
Chairman
Deutsche Numis All Share
Total Returns Index
(inc Investment Companies)
Company Share Price
SONIA +2%
80
100
120
140
160
180
200
220
240
260
April
2023
April
2024
April
2025
April
2015
April
2016
April
2017
April
2018
April
2019
April
2020
April
2022
April
2021
Source: Deutsche Numis
Source: Morningstar
The data has been rebased to 100 at 30 April 2015 (the start of the period
covered by the graph).
SR
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Governance / Directors’ Remuneration Policy
The Board’s policy is that the remuneration of the Directors should
fl
with reference to comparable organisations and appointments.
of a calibre appropriate to the future development of the Company.
The remuneration of the Directors will take into account the duties and
responsibilities of the Directors and the expected time commitment to
ff
The fees of the Directors are determined within the limits set out in the
Company’s Articles of Association, which stipulate that the aggregate
fi
year or any greater sum that may be determined from time to time
fi
fi
attaching to the remuneration of the Directors as the Board does not
believe this to be appropriate for non-executive Directors.
As set out in the Company’s Articles of Association, Directors are
entitled to be paid all reasonable travel, hotel or other expenses
properly incurred in or about the performance of their duties
as Directors, including expenses incurred in attending Board or
shareholder meetings. In certain circumstances, under HMRC rules,
travel and other out of pocket expenses reimbursed to the Directors
fi
as taxable under HMRC guidance, they are shown in the expenses
column of the Directors’ remuneration table on page 48 along with the
associated tax liability.
Fees for any new Director appointed will be on the above basis.
Fees payable in respect of subsequent periods will be determined
following an annual review. No communications have been received
from shareholders regarding Directors’ remuneration. The Board will
consider any comments received from shareholders on the Directors’
Remuneration Policy.
None of the Directors has a contract of service with the Company,
but letters of appointment setting out the terms of their appointment
as non-executive Directors are in place and are available on request
from the Company Secretary and will be available at the Company’s
Annual General Meeting. All Directors stand for re-election annually.
ffi
This policy was last approved by shareholders at the Annual General
Meeting held in 2023. 3,623,139 votes (99.14%) were in favour, with
which were at the discretion of the Chairman were included in the “for”
total.
In accordance with regulations, an ordinary resolution to approve the
Directors’ Remuneration Policy will be put to shareholders at least
once every three years, if there have been no proposed changes to the
policy in the meantime. Therefore, the Directors’ Remuneration Policy
will next be put to shareholders at the AGM in 2026.
Current fees
for year to
30 April 2026
£
Fees for year to
30 April 2025
£
Chairman 40,000 39,300
Audit Committee
Chairman 35,000 33,800
Non-executive Director 30,000 28,400
Total aggregate annual
fees that may be paid 250,000 250,000
MIGO Opportunities Trust plc / Annual Report 2025
Governance / Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing
fi
statements in accordance with applicable law
and regulation.
Company law requires the Directors to
fi
fi
fi
accordance with United Kingdom Generally
Accepted Accounting Practice (United
Kingdom Accounting Standards, including
FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”,
and applicable law).
Under company law, the Directors must not
fi
fi
ff
fi
fi
the Directors are required to:
• select suitable accounting policies and then
• state whether applicable United Kingdom
Accounting Standards, including FRS 102
have been followed, subject to any material
departures disclosed and explained in the
fi
• make judgements and accounting
and
• fi
the going concern basis unless it is
inappropriate to presume that the Company
will continue in business.
The Directors are responsible for safeguarding
the assets of the Company and hence for
taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for keeping
adequate accounting records that are
ffi
transactions and disclose with reasonable
fi
the Company and enable them to ensure that
fi
Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
fiff
legislation in other jurisdictions.
Directors’ Confirmations
The Directors consider that the Annual
Report and accounts, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Each of the Directors, whose names and
functions are listed in the ‘Board of Directors’
on page 32fi
knowledge:
• fi
have been prepared in accordance with
United Kingdom Accounting Standards,
including FRS 102, give a true and fair view
fi
fi
• the Strategic Report includes a fair review of
the development and performance of the
business and the position of the Company,
together with a description of the principal
risks and uncertainties that it faces.
ffi
date the Directors’ Report is approved:
• so far as the Director is aware, there is no
relevant audit information of which the
• they have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that
the Company’s auditors are aware of that
information.
Approved by the Board of Directors and
signed on its behalf by
Richard Davidson
Chairman
9 July 2025
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MIGO Opportunities Trust plc / Annual Report 2025
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Governance / Independent Auditors’ Report
Opinion
In our opinion, MIGO Opportunities Trust plc’s financial statements:
• give a true and fair view of the state of the company’s affairs as at 30 April 2025 and of its return and cash flows for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial Position as at 30 April
2025; the Income Statement, the Statement of Changes in Equity, the Statement of Cash Flow for the year then ended; and the notes to the
financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Overview
Audit scope • We conducted our audit of the financial statements using information from the AIFM and Frostrow Capital
LLP (the “Administrator”), to whom the company has engaged to provide all administrative functions. We
also used information from Waystone Administration Solutions (UK) Limited, whom Frostrow Capital LLP has
engaged to provide certain administrative functions.
• We tailored the scope of our audit taking into account the types of investments within the Company, the
involvement of the third parties referred to above, the accounting processes and controls and the industry in
which the Company operates.
• We obtained an understanding of the control environment in place at both the AIFM and the Administrator,
and adopted a fully substantive testing approach using reports obtained from the Administrator.
Key audit matters • Valuation and existence of listed investments.
• Accuracy, Completeness and Occurrence of Income.
Materiality • Overall materiality: £659,000 (2024: £816,000) based on 1% of Net Asset Value.
• Performance materiality: £494,000 (2024: £612,000).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified
by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our audit.
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MIGO Opportunities Trust plc / Annual Report 2025
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of listed investments
Refer to the Audit Committee Report, Accounting Policies and
Note9 to the Financial Statements.
The investment portfolio at 30 April 2025 consists largely of listed
equity investments valued at £68.3m.
We focused on the valuation and existence of listed investments as
the balance is the most significant financial reporting item within the
Financial Statements.
Our approach to addressing the matter involved the following
procedures:
• Tested the valuation of all listed equity investments as at 30 April
2025 by agreeing the valuation to independent third-party sources;
and
• Tested the existence of all of the listed equity investments as at
30 April 2025 by agreeing investment holdings to an independent
custodian confirmation.
No material misstatements were identified from this testing.
Accuracy, Completeness and Occurrence of Income
Refer to the Audit Committee Report, Accounting Policies and
Note2 to the Financial Statements.
The Company has reported revenue of £2.3m (2024: £2.1m).
We focused on the accuracy, completeness and occurrence of
investment income as incomplete or inaccurate income could have
a material impact on the Company’s net asset value.
We also focused on the accounting policy for investment income
recognition and the presentation of investment income in the
Income Statement for compliance with the requirements of The
Association of Investment Companies Statement of Recommended
Practice (the “AIC SORP”), as incorrect application could indicate a
misstatement in income recognition.
• We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
performed testing to check that income had been accounted for in
accordance with the stated accounting policy.
• We found that the accounting policies implemented were in
accordance with accounting standards and the AIC SORP, and that
income from investments has been accounted for in accordance
with the stated accounting policy.
• We tested accuracy for all dividend receipts by agreeing the
dividend rates to independent market data.
• To test for completeness, we tested, for a sample of investment
holdings in the portfolio, that all dividends declared in the market
had been recorded.
• We tested occurrence by testing that all dividends recorded in the
year have been declared in the market.
No material misstatements were identified from this testing.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which it operates.
The Company’s accounting is delegated to the Administrator who maintains the Company’s accounting records and who has implemented
controls over those accounting records. We obtained our audit evidence from substantive tests. However, as part of our risk assessment,
we understood and assessed the internal controls in place at both the AIFM and the Administrator to the extent relevant to our audit. This
assessment of the operating and accounting structure in place at both organisations involved obtaining and analysing the relevant controls
reports issued by the independent service auditor of the AIFM and the Administrator in accordance with generally accepted assurance
standards for such work. Following this assessment, we applied professional judgement to determine the extent of testing required over each
balance in the financial statements.
The impact of climate risk on our audit
In planning our audit, we made enquiries of the Directors and the Administrator to understand the extent of the potential impact of climate
change on the Company’s financial statements.
In conducting our audit, we made enquiries of the Directors and the Portfolio Managers to understand the extent of the potential impact
of climate change risk on the Company’s financial statements. The Directors and Portfolio Managers concluded that the impact on the
measurement and disclosures within the financial statements is not material because the majority of the Company’s investment portfolio is made
up of level 1 quoted securities which are valued at fair value based on market prices. We found this to be consistent with our understanding of
the Company’s investment activities. We also considered the consistency of the climate change disclosures included in the Strategic Report and
Investment Manager’s Report with the financial statements and our knowledge from our audit.
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Materiality
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 evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company materiality £659,000 (2024: £816,000).
How we determined it 1% of Net Asset Value.
Rationale for benchmark applied We believe that net assets is the primary measure used by the shareholders in
assessing the performance of the entity, and is a generally accepted auditing
benchmark. This benchmark provides an appropriate and consistent year on year
basisfor our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2024: 75%) of overall materiality, amounting to £494,000 (2024: £612,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £32,900 (2024: £40,800) as
well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included:
• evaluating the Directors’ risk assessment and considering whether it addressed relevant threats;
• evaluating the Directors’ assessment of potential operational impacts, considering their consistency with other available information and our
understanding of the business and assessed the potential impact on the financial statements;
• reviewing the Directors’ assessment of the company’s financial position in the context of its ability to meet future expected operating expenses
and debt repayments, their assessment of liquidity as well as their review of the operational resilience of the company and oversight of key
third-party service providers;
• assessing the premium/discount the Company’s share price trades as compared to the net asset value per share; and
• assessing the implication of significant reductions in NAV as a result of a severe but plausible downside scenario in the market’s performance
on the ongoing ability of the Company to operate.
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 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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company’s ability to continue
as a going concern.
From our work on the corporate governance statement described below, 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
ofaccounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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MIGO Opportunities Trust plc / Annual Report 2025
Reporting on other information
The other information comprises all of the
information in the Annual Report other than
the financial statements and our auditors’
report thereon. The directors are responsible
for the other information. Our opinion on
the financial statements does not cover the
other information and, accordingly, we do
not express an audit opinion or, except to the
extent otherwise explicitly stated in this report,
any form of assurance thereon.
In connection with our audit of the financial
statements, 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 audit,
or otherwise appears to be materially
misstated. If we identify an apparent material
inconsistency or material misstatement,
we are required to perform procedures
to conclude whether there is a material
misstatement of the financial statements or a
material misstatement of the other information.
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
based on these responsibilities.
With respect to the Strategic report and
Report of the Directors, we also considered
whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course
of the audit, the Companies Act 2006 requires
us also to report certain opinions and matters
as described below.
Strategic report and Report of the Directors
In our opinion, based on the work undertaken
in the course of the audit, the information
given in the Strategic report and Report of
the Directors for the year ended 30 April 2025
is consistent with the financial statements
and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding
of the company and its environment obtained
in the course of the audit, we did not identify
any material misstatements in the Strategic
report and Report of the Directors.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
As explained in the Corporate Governance
Statement, the directors have chosen to
demonstrate how the company has met its
obligations under the UK Corporate Governance
Code (‘the Code’) by reporting under the 2019
Association of Investment Companies’ Code
of Corporate Governance (‘the AIC Code’). As
such, we refer to the AIC code where we report
the matters required under ISAs (UK) in respect
of the directors’ statements in relation to going
concern, longer-term viability and that part of
the corporate governance statement relating to
the company’s compliance with the provisions
of the Code specified by the Listing Rules
for our review. Our additional responsibilities
with respect to the corporate governance
statement as other information are described
in the Reporting on other information section of
thisreport.
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 and our
knowledge obtained during the audit, and we
have nothing material to add or draw attention
to in relation to:
• The directors’ confirmation that they have
carried out a robust assessment of the
emerging and principal risks;
• The disclosures in the Annual Report
that describe those principal risks, what
procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
• The directors’ statement in the financial
statements about whether they considered
it appropriate to adopt the going concern
basis of accounting in preparing them,
and their identification of any material
uncertainties to the company’s ability to
continue to do so over a period of at least
twelve months from the date of approval of
the financial statements;
• The directors’ explanation as to their
assessment of the company’s prospects,
the period this assessment covers and why
the period is appropriate; and
• The directors’ statement as to whether
they have a reasonable expectation that
the company will be able to continue in
operation and meet its liabilities as they
fall due over the period of its assessment,
including any related disclosures drawing
attention to any necessary qualifications
orassumptions.
Our review of the directors’ statement regarding
the longer-term viability of the company
was substantially less in scope than an audit
and only consisted of making inquiries and
considering the directors’ process supporting
their statement; checking that the statement is
in alignment with the relevant provisions of the
Code; and considering whether the statement
is consistent with the financial statements
and our knowledge and understanding of the
company and its environment obtained in the
course of the audit.
In addition, 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 and
our knowledge obtained during the audit:
• The directors’ statement that they consider
the Annual Report, taken as a whole, is
fair, balanced and understandable, and
provides the information necessary for the
members to assess the company’s position,
performance, business model and strategy;
• The section of the Annual Report that
describes the review of effectiveness of risk
management and internal control systems; and
• The section of the Annual Report describing
the work of the Audit Committee.
We have nothing to report in respect of our
responsibility to report when the directors’
statement relating to the company’s
compliance with the Code does not properly
disclose a departure from a relevant provision
of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the
financial statements
As explained more fully in the Statement
of Directors’ Responsibilities in respect of
the Financial Statements, the directors are
responsible for the preparation of the financial
statements in accordance with the applicable
framework and for being satisfied that they
give a true and fair view. The directors are
also responsible for such internal control as
they determine is necessary to enable the
preparation of financial statements that are
free from material misstatement, whether due
to fraud or error.
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.
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Auditors’ 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 auditors’ 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 inthe aggregate, they could reasonably
beexpected to influence the economic
decisions of users taken on the basis of these
financial statements.
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.
Based on our understanding of the company
and industry, we identified that the principal
risks of non-compliance with laws and
regulations related to breaches of section
1158 of the Corporation Tax Act 2010, and
we considered the extent to which non-
compliance might have a material effect on
the financial statements. We also considered
those laws and regulations that have a direct
impact on the financial statements such
as the Companies Act 2006. We evaluated
management’s incentives and opportunities
for fraudulent manipulation of the financial
statements (including the risk of override of
controls), and determined that the principal
risks were related to posting inappropriate
journal entries to manipulate revenue
(investment income and capital gains) or to
increase net asset value.. Audit procedures
performed by the engagement team included:
• enquiries with the Administrator and the
Audit Committee, including consideration
of known or suspected instances of
non-compliance with laws and regulation
andfraud;
• reviewing relevant meeting minutes,
including those of the Audit Committee;
• assessment of the company’s compliance
with the requirements of section 1158 of
the Corporation Tax Act 2010, including
recalculation of numerical aspects of the
eligibility conditions;
• identifying and testing manual year
end journal entries posted during the
preparation of the financial statements; and
• designing audit procedures to incorporate
unpredictability around the nature, timing or
extent of our testing.
There are inherent limitations in the audit
procedures described above. We are less
likely to become aware of instances of non-
compliance with laws and regulations that are
not closely related to events and transactions
reflected in the financial statements. Also, the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as
fraud may involve deliberate concealment
by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for testing,
rather than testing complete populations.
We will often seek to target particular
items for testing based on their size or
risk characteristics. In other cases, we will
use audit sampling to enable us to draw a
conclusion about the population from which
the sample is selected.
A further description of our responsibilities for
the audit of the financial statements is located
on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms
part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the company’s
members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not,
in giving these opinions, accept or assume
responsibility for any other purpose or to any
other person to whom this report is shown
orinto whose hands it may come save
where expressly agreed by our prior consent
inwriting.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
• we have not obtained all the information
and explanations we require for our audit; or
• 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
• certain disclosures of directors’
remuneration specified by law are not
made; 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.
We have no exceptions to report arising from
this responsibility.
Appointment
Following the recommendation of the Audit
Committee, we were appointed by the
members on 30 September 2016 to audit
the financial statements for the year ended
30April 2017 and subsequent financial
periods. The period of total uninterrupted
engagement is nine years, covering the years
ended 30 April 2017 to 30 April 2025.
Lauren Cooper (Senior Statutory Auditor)
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
London
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MIGO Opportunities Trust plc / Annual Report 2025
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Year ended 30 April 2025
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains 9 – (4,320) (4,320) – 7,895 7,895
2,310 – 2,310 2,131 – 2,131
3 (465) – (465) (495) – (495)
Other expenses 4 (853) – (853) (997) – (997)
Net return before finance costs and taxation 992 (4,320) (3,328) 639 7,895 8,534
Finance costs (655) – (655) (211) – (211)
Net return before taxation 337 (4,320) (3,983) 428 7,895 8,323
Taxation 6 – – – – – –
Net return after taxation 337 (4,320) (3,983) 428 7,895 8,323
Basic and diluted return per share (pence) 7 1.6 (20.6) (19.0) 1.8 33.8 35.6
The total column of this statement is the Income Statement of the Company. The supplementary revenue and capital columns have been
prepared in accordance with guidance issued by the AIC.
All revenue and capital items in the above statement derive from continuing operations. There is no other comprehensive income and therefore
no Statement of Total Comprehensive Income has been presented.
for the year ended 30 April 2025
The notes on pages 61 to 70 form part of these financial statements.
MIGO Opportunities Trust plc / Annual Report 2025
Note
share
reserve
Share
account
reserve
Revenue
reserve
share-
funds
Balance at 1 May 2023 243 111 29,088 49,175 1,231 79,848
Movement for the year
13 (18) 18 – (5,750) – (5,750)
Net return for the year – – – 7,895 428 8,323
8 – – – – (707) (707)
Balance at 30 April 2024 225 129 29,088 51,320 952 81,714
Movement for the year
13 (33) 33 – (11,687) – (11,687)
Net return for the year – – – (4,320) 337 (3,983)
8 – – – – (127) (127)
Balance at 30 April 2025 192 162 29,088 35,313 1,162 65,917
for the year ended 30 April 2025
The notes on pages 61 to 70 form part of these financial statements.
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Note
30 April 2025
£’000
30 April 2024
£’000
Fixed assets
9 68,867 83,708
Current assets
11 892 1,107
7,843 2,365
8,735 3,472
Creditors: amounts falling due within one year
(11,685) (5,466)
(11,685) (5,466)
Net current liabilities (2,950) (1,994)
Net assets 65,917 81,714
Share capital and reserves:
13 192 225
29,088 29,088
162 129
35,313 51,320
1,162 952
Total shareholders’ funds 65,917 81,714
Net asset value per Ordinary share (pence) 1 342.5 362.6
19,246,377 22,537,797
These financial statements on pages 57 to 70 were approved by the Board of Directors and authorised for issue on 9 July 2025, and signed on its behalf by:
Richard Davidson
Chairman
Company No. 05020752
as at 30 April 2025
The notes on pages 61 to 70 form part of these financial statements.
MIGO Opportunities Trust plc / Annual Report 2025
Note
Year ended
30 April 2025
£’000
Year ended
30 April 2024
£’000
Net cash inflow from operating activities 1,074 662
Investing activities
(29,217) (31,714)
41,034 21,909
13 –
Net cash inflow/(outflow) from investing activities 11,830 (9,805)
Financing activities
(11,687) (5,750)
5,000 5,000
(127) (707)
Finance costs paid (590) (159)
Net cash outflow from financing activities (7,404) (1,616)
Increase/(decrease) in cash 5,500 (10,759)
Reconciliation of net cash flow movement in funds:
Cash at beginning of year 2,365 13,139
(22) (15)
Increase/(decrease) in cash 5,500 (10,759)
Increase/(decrease) in cash 5,478 (10,774)
Cash at end of year 7,843 2,365
for the year ended 30 April 2025
The notes on pages 61 to 70 form part of these financial statements.
1 Accounting policies
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statements, are set out below:
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Accounting convention
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Presentation of the Income Statement
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Critical accounting judgements and key sources of estimation uncertainty
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Going concern
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Income recognition
Expenses
Foreign currency transactions
Dividends payable
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Financial Statements / Notes to the Financial Statements
Investments
• ff
•
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Cash
Bank loans and finance costs
ff
ff
Taxation
ffff
fi
ff
fi
ffffff
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Capital reserve
or losses) are charged to the
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Revenue reserve
Capital redemption reserve
Financial assets and liabilities
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Financial Statements / Notes to the Financial Statements continued
MIGO Opportunities Trust plc / Annual Report 2025
2 Income
Year ended
30 April 2025
£’000
Year ended
Income from investments:
UK dividends 1,072
Overseas dividends 1,023
Property income dividends 184
2,279
Other income
Interest income 31
Total income 2,310
3 Investment management fee
Year ended 30 April 2025 Year ended 30 April 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
Capital
Total
Investment management fee - Asset Value
Investors Limited (from 16 December 2023) 465 – 465 –
Investment management fee - Premier Miton (to
15 December 2023) – – – –
Further details on the investment management fee arrangements can be found on page
4 Other expenses
Year ended
30 April 2025
£’000
Year ended
Frostrow Capital LLP administration fees 180
Audit fees* 59
Directors’ remuneration** 136
Employers NIC on directors’ remuneration 8
Legal and professional fees 32
Broker fees 42
Other expenses 396
853
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5 Finance costs
Year ended 30 April 2025 Year ended 30 April 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
Capital
Total
Finance costs payable 655 – 655 –
6 Taxation
Analysis of tax charge for the year
Year ended 30 April 2025 Year ended 30 April 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
Capital
Total
Corporation tax at 25.0% (2024: 25.0%) – – – – – –
Overseas taxation – – – – – –
Factors affecting total tax charge for the year
: ff
Year ended 30 April 2025 Year ended 30 April 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
Capital
Total
Net return before taxation 337 (4,320) (3,983)
Theoretical tax at UK corporation tax rate of 25%
(2024: 25.0%) 84 (1,080) (996)
Effects of:
– Non taxable dividends (379) – (379) –
– Losses/(gains) on investment – 1,080 1,080 –
– Unrelieved expenses 295 – 295 –
Total tax charge/(credit) for the year – – – – – –
Provision for deferred tax
£ff
ffffi
7 Return per share
and the weighted
average number of shares in issue
Financial Statements / Notes to the Financial Statements continued
MIGO Opportunities Trust plc / Annual Report 2025
8 Dividends
fi pence per share or £fi
fifi
fifi
9 Investments
Year ended
30 April 2025
£’000
Year ended
Investment portfolio summary
Opening book cost 80,745
Opening investment holding gains 2,963
83,708
Analysis of investment portfolio movements
Opening valuation 83,708
Movements in the year:
Purchases at cost 30,404
Sales – proceeds (40,934)
(Losses)/gains on investments (4,311)
Valuation at 30 April 68,867
Cost at 30 April 73,695
Investment holding (losses)/gains at 30 April (4,828)
68,867
Reconciliation on net movement in investment holding gains
Year ended
30 April 2025
£’000
Year ended
Gains on disposal 3,480
Movement in investment holding (losses)/gains (7,791)
Net movement in investment holding (losses)/gains (4,311)
and
£
Fair value hierarchy
fififi
fi
value measurement in its entirety, which are described as follows:
Classification Input
Level 1 Valued using quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and
Level 3 Valued by reference to valuation techniques using inputs that are not based on observable market data.
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MIGO Opportunities Trust plc / Annual Report 2025
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and 2
30 April 2025
£’000
Level 1
Quoted equities 68,265
Total Level 1 68,265
Level 2
Equities – –
Total Level 2 – –
Level 3
Equities 602
Total Level 3 602
Total 68,867
fi
During the year, £no
Analysis of movements in Level 3 investments
Year ended
30 April 2025
Level 3
£’000
Year ended
Level 3
Opening fair value of investments 196
Transfer from Level 1 488
Transfer from Level 2 – –
Movement in investment holding gains (82)
Closing fair value of investments 602
10 Significant interests
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following investments:
30 April 2025
% of voting
rights
Security
Dunedin Enterprise Investment Trust 7.2%
Baker Steel Resources Trust 6.1%
Ecofin US Renewables Infrastructure Trust 5.0%
River UK Micro Cap 4.1%
Real Estate Investors 4.0%
Schroder British Opportunities Trust 3.7%
Macau Property Opportunities Fund 3.6%
Financial Statements / Notes to the Financial Statements continued
MIGO Opportunities Trust plc / Annual Report 2025
30 April 2024
% of voting
rights
Security
VinaCapital Vietnam Opportunity Fund Ltd
6.1%
Georgia Capital PLC
6.0%
Baker Steel Resources Trust Limited
4.2%
Oakley Capital Investments Limited
4.2%
JPMorgan Indian Investment Trust PLC
3.7%
Aquila European Renewables PLC
3.7%
Tufton Oceanic Assets Limited
3.6%
11 Debtors
30 April 2025
£’000
30 April 2024
£’000
Sales of investments awaiting settlement 685 786
Dividends and interest receivable 104 219
Prepayments and other debtors 103 102
892 1,107
12 Creditors: amounts falling due within one year
30 April 2025
£’000
30 April 2024
£’000
Drawdowns from revolving credit facility 10,000 5,000
Purchases of investments awaiting settlement 1,373 186
Other creditors 312 280
11,685 5,466
The Company has a £10,000,000 (2024: £10,000,000) unsecured revolving credit facility (“RCF”), which was fully drawn as at 30 April 2025
(2024: £5,000,000). The RCF with the Royal Bank of Scotland International Limited, London Branch (the “Bank”) was in place during the year,
bearing interest at the rate of 1.45% over SONIA on any drawn balance and 0.72% on any undrawn balance. The RCF was originally agreed on
5.
On 6ff
which shall at all times be equal to or greater than £25,000,000. If the Company breaches either covenant, then it is required to notify the Bank of
any default and any steps being taken to remedy it.
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MIGO Opportunities Trust plc / Annual Report 2025
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13 Called up share capital
30 April 2025
£’000
19,246,377 (2024: 22,537,797) Ordinary shares of 1p each 192 225
no
14 Net asset value per Ordinary share
15 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities
Year ended
30 April 2025
£’000
Year ended
Net return before finance costs and taxation (3,328)
Adjustments for:
Losses/(gains) on investments 4,320
Decrease in creditors (32)
Decrease in debtors 114
Net cash inflow from operating activities 1,074
16 Analysis of financial assets and liabilities
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The principal risks the Company faces in its portfolio management activities are:
• flflfi
• fifl
• flflfi
• fl
• ffifi
• fifi
fifffi
Currency Risk
seven
two
by ff
ff
Financial Statements / Notes to the Financial Statements continued
MIGO Opportunities Trust plc / Annual Report 2025
Interest Rate Risk
fifi
fiff
and
fl
balances were £
Other Price Risk
fi
fi
and mitigates
fi
and
fi
fi
ff
ff
Liquidity Risk
ffifi
fl
endedffi
Credit Risk
fi
fi
fi
Capital Management
covenants relating to the loan facility are:
•
•
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MIGO Opportunities Trust plc / Annual Report 2025
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accordance with its investment policy in pursuit of its investment objective detailed on pages and
30 April 2025
£’000
The Company’s capital at 30 April comprised:
Debt
Drawdown from revolving credit facility 10,000
Equity
Equity share capital 192 225
Retained earnings and other reserves 65,725
65,917
Debt as a percentage of net assets 15.2%
Gearing
fi
ff
fi
17 Related parties
The following are considered to be related parties:
•
•
retiredfffi
18 Transactions with management
and also in note 3 on page
19 Contingent liabilities and capital commitments
20 Subsequent events
fi
Financial Statements / Notes to the Financial Statements continued
MIGO Opportunities Trust plc / Annual Report 2025
Share Dealing
Shares can be traded through your usual stockbroker or other authorised intermediary. The Company’s Ordinary shares are traded on the main
market of the London Stock Exchange. The Company’s shares are fully qualifying investments for Individual Savings Accounts (“ISAs”).
Share Register Enquiries
The register for the Company’s ordinary shares is maintained by Computershare Investor Services PLC. If you would like to notify a change of name
or address, please contact the registrar in writing to Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol BS99 6ZZ.
With queries in respect of your shareholdings, please contact Computershare on 0370 889 3231 (lines are open from 8.30 am to 5.30 pm,
UK time, Monday to Friday). Alternatively, you can email WebCorres@computershare.co.uk or contact the Registrar via www.investorcentre.co.uk.
Share Capital and Net Asset Value Information
Ordinary 1p shares 19,246,377 as at 30 April 2025
SEDOL number 3436594
ISIN number GB0034365949
Bloomberg symbol MIGO
The Company releases its net asset value per Ordinary share to the London Stock Exchange daily.
Financial Calendar
Company’s year end 30 April Company’s half-year end 31 October
Annual results announced July Half-Yearly results announced December
Annual General Meeting 18 September 2025
Annual and Half-Yearly Reports
Copies of the Annual Reports are available from the Company Secretary on 0203 008 4910 and on the Company’s website, www.migoplc.co.uk.
Copies of the Half-Yearly Reports are only available on the Company’s website.
AIFM: Asset Value Investors Limited
The Company’s AIFM is Asset Value Investors Limited.
Investor updates in the form of monthly factsheets are available from the Company’s website, www.migoplc.co.uk
Association of Investment Companies
The Company is a member of the Association of Investment Companies.
Legal Entity Identifier
21380075RRMI7D4NQS20
MIGO Opportunities Trust plc / Annual Report 2025
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Further Information and Notice of AGM / Shareholder Information
Further Information and Notice of AGM / UK AIFMD Disclosures
Alternative Investment Fund Managers’ Directive (“UK AIFMD”) Disclosures
fi
ff
ff
fi
Pre-investment Disclosures of the AIFM
The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (“AIFs”) before they invest and
requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made
pre-investment are included within an AIFMD Investor Disclosure Document. This, together with other necessary disclosures required under
AIFMD, can be found on the Company’s website www.migoplc.co.uk.
Remuneration Disclosure
All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The AIFM’s remuneration disclosures can be found on the
Company’s website www.migoplc.co.uk.
AIFMD Leverage Limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at 30 April 2025 are set
fi
Leverage exposure
Maximum
gross leverage
Maximum
commitment
Maximum level 200% 200%
Actual level 100% 100%
Source: Asset Value Investors Limited
MIGO Opportunities Trust plc / Annual Report 2025
Further Information and Notice of AGM / Glossary and Alternative Performance Measures
Adjusted Market Capitalisation
ffi
business day in the relevant calendar month multiplied by the number of Ordinary shares in issue on the last business day of the relevant
calendar month, adjusted by adding the amount per Ordinary share of all dividends declared in respect of which Ordinary shares have gone
shares held in treasury.
Alternative Performance Measures
fifi
flfi
fi
UK AIFMD
fi
investment vehicles, including investment companies, as Alternative Investment Funds (“AIFs”) and requires them to appoint an Alternative
Investment Fund Manager (“AIFM”) and depositary to manage and oversee the operations of the investment vehicle. The Board of the Company
fi
AIFM
The Alternative Investment Fund Manager of the Company is Asset Value Investors Limited.
Premium/(Discount) (APM)
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. If the share price is higher
than the NAV per share, the shares are said to be trading at a premium. The size of the discount or premium is calculated by subtracting the
share price from the NAV per share and then dividing by the NAV per share.
Year ended
30 April 2025
Year ended
30 April 2024
Closing NAV per share (p) 342.5 362.6
Closing share price (p) 327.0 346.0
Discount (4.5)%
Gearing (APM)
fi
ff
fi
Gearing is calculated in accordance with guidance from the AIC as follows:
The amount of borrowings as a proportion of net assets, expressed as a percentage.
As at
30 April 2025
£’000
As at
30 April 2024
£’000
Total borrowings 10,000 5,000
Total net assets 65,917 81,714
Gearing 15.2%
Leverage
fi
gearing in the Company. There are two methods of calculating leverage as follows:
The Gross Method is calculated as total exposure divided by shareholders’ funds. Total exposure is calculated as net assets, less cash and cash
equivalents, adding back cash borrowing.
The Commitment Method is calculated as total exposure divided by Shareholders’ Funds. In this instance total exposure is calculated as net
assets, less cash and cash equivalents, adding back cash borrowing adjusted for netting and hedging arrangements.
MIGO Opportunities Trust plc / Annual Report 2025
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Net Asset Value per share (“NAV”) (APM)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets,
at current market value, having deducted all liabilities and prior charges at their par value (or at their asset value).
Ongoing Charges (APM)
fifi
costs and certain non-recurring items) expressed as a percentage of the average monthly net assets of the Company during the year.
Year ended
30 April 2025
£’000
Year ended
30 April 2024
£’000
Total expenses from note 3 and note 4 1,318 1,492
Less non-recurring expenses (37) (252)
Total ongoing charges 1,281 1,240
Average net assets 76,098 80,850
Ongoing charges ratio 1.7%
fl
investment portfolio. Consistent with the AIC guidance, the ongoing charges percentage excludes non-recurring items. Non-recurring expenses
in the year ended 30 April 2025 relate to costs incurred on the Company’s realisation opportunity in September 2024. Non-recurring expenses
in the year ended 30 April 2024 relate to costs incurred on the transition of Investment Manager and AIFM from Premier Miton to Asset-Value
Investors.
Total Returns (APM)
ff
ff
to have been reinvested in either additional shares of the Company at the time the shares go ex-dividend (the share price total return) or in the
assets of the Company at its NAV per share (the NAV total return).
NAV Total Return (APM)
One year to
30 April 2025
Three years to
30 April 2025
Five years to
30 April 2025
Ten years to
30 April 2025
6 April 2004
(launch) to
30 April 2025
Closing NAV per share (p) 342.5 342.5 342.5 342.5 342.5
Opening NAV per share (p) 362.6 362.6 223.1 181.7 102.5
Dividend reinvested (p) 0.6 4.0 4.0 4.0 4.0
NAV total return (5.4%) (4.4%) 55.3% 90.7% 238.1%
Share Price Total Return (APM)
One year to
30 April 2025
Three years to
30 April 2025
Five years to
30 April 2025
Ten years to
30 April 2025
6 April 2004
(launch) to
30 April 2025
Closing share price (p) 327.0 327.0 327.0 327.0 327.0
Opening share price (p) 346.0 355.5 214.0 162.8 97.3
Dividend reinvested (p) 0.6 4.0 4.0 4.0 4.0
Share price total return (5.3%) (6.9%) 54.7% 103.4% 240.1%
Further Information and Notice of AGM / Glossary and Alternative Performance Measures continued
MIGO Opportunities Trust plc / Annual Report 2025
NAV Volatility
ff
daily NAV or closing prices over the relevant year and calculating the standard deviation of those prices. The daily standard deviation is then
multiplied by an annualisation factor being the square root of the number of the trading days in the year.
Year ended
30 April 2025
£’000
Year ended
30 April 2024
£’000
Standard deviation of daily NAV (A) 0.6%
Number of trading days 253 253
Square root of the number of trading days (B) 15.9 15.9
Annualised volatility (A*B) 8.9%
Benchmark
fi
fl
by placing money on deposit.
MIGO Opportunities Trust plc / Annual Report 2025
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Retail investors advised by IFAs
ff
ordinary retail investors in accordance with the Financial Conduct Authority (“FCA”) rules in relation to non-mainstream investment procedures
and intends to continue to do so. The shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products
because they are shares in an investment trust.
Investment platforms
fi
intermediary. The shares are available through savings plans (including Investment Dealing Accounts, ISAs, Junior ISAs and SIPPs) which facilitate
ff
these facilities. A list that is not comprehensive nor constitutes any form of recommendation, can be found below:
AJ Bell YouInvest www.youinvest.co.uk
Barclays Smart Investor www.barclays.co.uk/smart-investor
Bestinvest www.bestinvest.co.uk
Charles Stanley Direct www.charles-stanley-direct.co.uk
Fidelity Personal Investing fi
Halifax Investing www.halifax.co.uk/investing.html
Hargreaves Lansdown www.hl.co.uk
iDealing www.idealing.com
IG www.ig.com/uk/investments/sharedealing
interactive investor www.ii.co.uk
iWeb www.iweb-sharedealing.co.uk
Share Deal active www.sharedealactive.co.uk
Tillit https://tillitinvest.com
Willis Owen www.willisowen.co.uk
X-O www.x-o.co.uk
Computershare Investor Services PLC – share dealing service
For details of Computershare’s dealing services, please visit www.computershare.com/dealing/uk.
Risk warnings
• Past performance is no guarantee of future performance.
• The value of your investment and any income from it may go down as well as up and you may not get back the amount invested. This is
because the share price is determined, in part, by the changing conditions in the relevant stock markets in which the Company invests and by
the supply and demand for the Company’s shares.
• As the shares in an investment trust are traded on a stock fl
fl
ff
• fi
ff
fall with movements in exchange rates.
• Investors should note that tax rates and reliefs may change at any time in the future.
• The value of ISA, Junior ISA and SIPP tax advantages will depend on personal circumstances. The favourable tax treatment of ISAs, Junior ISAs
and SIPPs may not be maintained.
Further Information and Notice of AGM / How to Invest
MIGO Opportunities Trust plc / Annual Report 2025
fi
ffi
Resolutions 1 to 9 (inclusive) are proposed as Ordinary Resolutions and Resolutions 10 to 12 (inclusive) are proposed as Special Resolutions.
Ordinary Resolutions
fi
2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2025.
3 To re-elect Mr Richard Davidson as a Director of the Company.
4 To re-elect Ms Caroline Gulliver as a Director of the Company.
5 To re-elect Ms Lucy Costa Duarte as a Director of the Company.
6 To re-elect Mr Ian Henderson as a Director of the Company.
7 To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company.
8 To authorise the Audit Committee to determine the Auditor’s remuneration.
9 THAT the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously
granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the
Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”)
up to an aggregate nominal amount of £63,034 (representing approximately one-third of the issued share capital (excluding treasury shares)
as at the date of the notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date
at which this resolution is passed) during the period commencing on the passing of this Resolution and expiring (unless previously revoked,
varied, renewed or extended by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be
ff
or agreements which would or might require shares to be allotted or Rights to be granted after the expiry of the Section 551 period and the
ff
expired.
Special Resolutions
10 THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise
of any such power prior to the date of this Resolution, the Directors be and they are hereby empowered, in accordance with Sections 570
fi
the Act conferred on the Directors by Resolution 9 above as if Section 561(1) of the Act did not apply to any such allotment or sale, up to
an aggregate nominal amount of £18,910
resolution is passed) at a price per share not less than the net asset value per share, such power to expire at the conclusion of the Annual
General Meeting of the Company to be held in 2026, unless previously revoked, varied or renewed by the Company in General Meeting, save
ff
equity securities or relevant shares to be allotted or sold after the expiry of such power and the Directors may allot equity securities or sell
ff
11 THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the “Act”)
to make purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company (‘Ordinary
shares’) for cancellation or for placing into Treasury provided that:
(a) the maximum number of Ordinary shares authorised to be acquired shall be 2,834,663ff
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall not be more than the higher of:
ffi
fi
Further Information and Notice of AGM / Notice of Annual General Meeting
MIGO Opportunities Trust plc / Annual Report 2025
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(d) this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on
(e) the Company may make a contract of purchase for Ordinary shares under this authority before this authority expires which will or may
(f) any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in
Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion of the Directors.
12 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.
All shareholders should look on the Company’s website, www.migoplc.co.uk, for any last changes to the AGM arrangements. In any case, all
shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by following the voting instructions overleaf.
By order of the Board
Frostrow Capital LLP, Company Secretary
MIGO Opportunities Trust plc
ffi
9 July 2025
Petition to change the law so all investors can vote their shares
fi
owners of shares or their advisers. This would allow investors or their advisers to vote their shares without obstacles or additional charges.
Some investment platforms do not pass on shareholder rights, such as the right to vote and attend meetings, or charge high fees for doing so.
This may prevent retail investors having a say on the future of the company and their investments.
fi
stock market to deliver growth and prosperity.
https://petition.parliament.uk/petitions/716003/signatures/new
At 10,000 signatures, government will respond to this petition
At 100,000 signatures, this petition will be considered for debate in Parliament
Further Information and Notice of AGM / Notice of Annual General Meeting continued
MIGO Opportunities Trust plc / Annual Report 2025
Notes
As a shareholder, you have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof.
Note 1: To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes
they may cast) members must be entered on the Company’s register of members at the close of business on 16 September 2025
at the close of business on the day which is 48 hours prior to the adjourned meeting) and shall be entitled to attend in person or by
proxy and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to
entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at
the meeting.
Note 2: A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote
on his/her behalf at the meeting. A proxy need not be a member of the Company but must attend the meeting for the voting rights
conferred to be exercised.
If multiple proxies are appointed they must not be appointed in respect of the same shares. To appoint more than one proxy,
shareholders will need to complete a separate proxy form in relation to each appointment. Each proxy appointment must state
clearly the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy
appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy
appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given.
A proxy form for use in connection with the Annual General Meeting is enclosed. To be valid, any proxy form or other instrument
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be received by post or (during normal business hours only) by hand by the Registrar at Computershare Investor Services PLC,
General Meeting or any adjournment of that meeting.
If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the
Registrar on 0370 889 3231. Lines are open between 8.30am and 5.30pm, Monday to Friday. The Registrar’s overseas helpline
number is +44 370 889 3231.
The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes.
by proxy shall have one vote for every Ordinary share of which he/she is the holder. The termination of the authority of a person to
fi
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 vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the
names of the holders stand in the register.
Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone permitted to speak at
the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered
ffi
Note 3: A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain
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Note 4: A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information
rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated,
have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person
has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
Note 5: The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 2 above do not apply to a
Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.
Note 6: As at 9 July 2025 (being the date of publication of this notice) the Company’s issued share capital and total voting rights amounted to
18,910,363 Ordinary shares carrying one vote each.
MIGO Opportunities Trust plc / Annual Report 2025
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Note 7: A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could
exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person
has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised
person purports to exercise a power in respect of the same shares:
b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
Note 8: Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527
of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to:
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Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying
with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under
Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditors not later than the time when it
makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any
statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
Note 9: In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being
dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting, or
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c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Note 10: CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for
this meeting by following 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.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST
fi
required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be
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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 Registrar 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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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.
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Securities Regulations 2001.
Further Information and Notice of AGM / Notice of Annual General Meeting continued
MIGO Opportunities Trust plc / Annual Report 2025
Note 11: The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members’ statements, members’
resolutions or members’ matters of business received by the Company after the date of this Notice, will be available on the
Company’s website: www.migoplc.co.uk
Note 12: None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be
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meeting.
Location of the Annual General Meeting
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Thursday, 18 September 2025 at 12 noon.
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Resolutions 1 to 9 will be proposed as ordinary resolutions and Resolutions 10 to 12 will be proposed as special resolutions.
Resolution 1 – To receive the Annual Report and Financial Statements
The Annual Report and Financial Statements for the year ended 30 April 2025 will be presented to the AGM and shareholders will be given an
opportunity at the meeting to ask questions. The Annual Report and Financial Statements will be mailed to shareholders and can also be found
on the Company’s website at www.migoplc.co.uk.
Resolutions 2 – To receive and approve the Directors’ Remuneration Report
Resolution 2 relates to the Directors’ Remuneration Report which is set out in full on pages 48 and 49 of the Annual Report.
Resolutions 3 to 6 – Re-election of Directors
Resolutions 3 to 6 deal with the re-election of each Director. Biographies of each of the Directors can be found on page 32 of the Annual Report.
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Resolutions 7 and 8 – Re-appointment of auditors
Resolution 7ffi
next Annual General Meeting of the Company and Resolution 8 authorises the Audit Committee to set their remuneration. Following the
implementation of the Competition and Markets Authority order on Statutory Audit Services only the Audit Committee may negotiate and agree
the terms of the auditors’ service agreement.
Resolution 9 – Authority to allot ordinary shares
Resolution 9, an ordinary resolution as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance
with statutory pre-emption rights. This resolution will authorise the Board to allot ordinary shares generally and unconditionally in accordance
with section 551 of Companies Act 2006 up to an aggregate nominal value of £63,034, representing approximately one third of the Company’s
issued share capital as at the date of the Notice of AGM or, if changed, the number representing one third of the issued share capital of the
Company at the date at which this resolution is passed.
The Company does not currently hold any shares in treasury.
The Board believes that the passing of Resolution 9 is in the shareholders’ interests as the authority is intended to be used for funding
investment opportunities sourced by the Investment Manager, thereby mitigating any potential dilution of investment returns for existing
shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per Ordinary share. The authority, if given,
will lapse at the conclusion of the 2026 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they
believe it would be advantageous to the Company’s shareholders to do so.
Resolution 10 – Disapplication of pre-emption rights
Resolution 10, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing
shareholders in relation to the issue of shares under Resolution 9, for cash or the sale of shares out of treasury up to an aggregate nominal
amount of £18,910
issued share capital immediately upon the passing of this resolution.
In respect of Resolution 10, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a
non-pre-emptive basis if they believe it would be in the best interests of the Company’s shareholders.
Resolution 11 – Purchase of own shares
Resolution 11, a special resolution, will renew the Company’s authority to make market purchases of up to 2,834,663 ordinary shares (being
the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary
shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an Ordinary share
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purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary shares on
the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per Ordinary share.
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shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV
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This authority, if approved by shareholders, will expire at the AGM to be held in 2026, when a resolution for its renewal will be proposed.
Further Information and Notice of AGM / Explanatory Notes to the Resolutions
MIGO Opportunities Trust plc / Annual Report 2025
Resolution 12 – Notice period for general meetings
In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company:
(i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most
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The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice.
The shorter notice period proposed by resolution 12fl
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date of the AGM to be held in 2026, when it is intended that a similar resolution will be proposed.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and
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Directors
Richard Davidson (Chairman of the Board and the Management
Engagement Committee)
Caroline Gulliver (Chair of the Audit Committee and Senior
Independent Director)
Lucy Costa Duarte
Ian Henderson
Company Secretary and Administrator
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
Email: info@frostrow.com
Website: www.frostrow.com
Registered Office
25 Southampton Buildings
London WC2A 1AL
AIFM and Investment Manager
Asset Value Investors Limited
2 Cavendish Square
London W1G 0PU
Website: www.assetvalueinvestors.com
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Stockbroker
Deutsche Bank AG, London Branch
(trading for these purposes as Deutsche Numis)
45 Gresham Street
London EC2V 7BF
Depositary
JP Morgan Europe Limited
25 Bank Street
London E14 5JP
Custodian
JP Morgan Chase Bank, N.A., London Branch
25 Bank Street
London E14 5JP
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: (0) 370 889 3231*
Email: WebCorres@computershare.co.uk
Website: www.investorcentre.co.uk
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holding in the Company’s Shares.
* Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 8.30 a.m. to 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales.
Identification Codes
SEDOL: 3436594
ISIN: GB0034365949
Ticker: MIGO
Legal Identity Identifier (“LEI”):
21380075RRMI7D4NQS20
Global Intermediary Identification Number (“GIIN”):
JSHFPW.99999.SL.826
A member of the Association of Investment Companies
Further Information and Notice of AGM / Contact Details of the Advisers
FCA regulation of non-mainstream investment products
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investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA’s restrictions which apply
to non-mainstream investment products because they are shares in an investment trust.
MIGO Opportunities Trust plc / Annual Report 2025
MIGO Opportunities Trust plc / Annual Report 2025
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INVESTMENT OBJECTIVE
The objective of MIGO Opportunities Trust plc (the “Company” or “MIGO”)
is to outperform SONIA plus 2% (the “Benchmark”) over the longer term,
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The investment policy of the Company is set out on pages 1819
OVERVIEW OF STRATEGY
– A unique investment proposition which exposes investors to the
investment
companies
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–
a higher conviction approach to managing MIGO, to align with the
NET ASSETS+
£ million
LAUNCH DATE
10-YEAR NAV TOTAL RETURN+
%*
ONGOING CHARGES RATIO+
%
Glossary on pages to
*
Welcome to our 2025 Annual Report
COMPANY SUMMARY
Benchmark
Alternative Investment Fund Manager (“AIFM”) and Investment
Manager
Capital structure
Management fee
April
It has s will be
of MIGO
Seepage26
Website
Environment
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MIGO Opportunities Trust plc / Annual Report 2025
Global Vision
Diverse Opportunities
Annual Report 2025
MIGO
OPPORTUNITIES
TRUST PLC
MIGO Opportunities Trust plc/Annual Report 2025