INVESTMENT TRUST PLC
Company Registered Number: 11121934
www.oitplc.com
Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2024
INVESTMENT TRUST PLC
Annual Report and Financial Statements
for the year ended 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
About Us
Odyssean Investment Trust PLC (the “Company” or “OIT”) is an investment trust which
is listed on the premium segment of the Official List of the FCA and admitted to trading
on the premium segment of the main market for listed securities of the London Stock
Exchange. The Company had total net assets of £187.6m as at 31 March 2024.
The Board of the Company comprises five non-executive Directors, all of whom are independent of the portfolio
manager, Odyssean Capital LLP (“Odyssean Capital” or the “Portfolio Manager”). For further details please see
pages44and 45.
Winner at the Investment Company of the Year Awards 2023 - UK Smaller Companies Category.
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Contents
1 OVERVIEW
2 Investment Objective
3 Investment Policy
5 Financial Summary
6 STRATEGIC REPORT
7 Chairman’s Statement
10 Portfolio Manager’s Report
22 Portfolio of Investments
23 Distribution of Investments
24 Business Review
36 Risk Management
43 GOVERNANCE
44 Board of Directors
46 Directors’ Report
50 Corporate Governance Statement
56 Audit Committee Report
59 Directors’ Remuneration Report
63 Statement of Directors’ Responsibilities
65 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ODYSSEAN INVESTMENT
TRUST PLC
70 FINANCIAL STATEMENTS
71 Statement of Comprehensive Income
72 Statement of Changes in Equity
73 Statement of Financial Position
74 Cash Flow Statement
75 Notes to the Financial Statements
87 ADDITIONAL INFORMATION AND NOTICE OF AGM
88 Shareholder Information
89 Glossary
91 Notice of Annual General Meeting
98 Explanatory Notes to the Resolutions
101 Corporate Information
ODYSSEAN INVESTMENT TRUST PLC
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Investment Objective
The investment objective of the
Company is to achieve attractive
total returns per share principally
through capital growth over a long-
term period.
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Investment Policy
The Company primarily invests in smaller
company equities quoted on markets operated
by the London Stock Exchange, where the
Portfolio Manager believes the securities
are trading below intrinsic value and where
this value can be increased through strategic,
operational, management and/or financial
initiatives. Where the Company owns an
influencing stake, it will engage with other
stakeholders to help improve value. The
Company may, at times, invest in securities
quoted on other recognised exchanges and/or
unquoted securities.
It is expected that the majority of the Portfolio by value
will be invested in companies too small to be considered
for inclusion in the FTSE 250 Index, although there are no
specific restrictions on the market capitalisation of issuers
into which the Company may invest.
The portfolio will typically consist of up to 25 holdings,
with the top 10 holdings accounting for the majority of
the Company’s aggregate Net Asset Value (“NAV”) across
a range of industries. The Company will adhere to an
exclusion-based investment approach to avoid investment
in companies involved in activities the Company deems
unethical and/or unsustainable.
The Company may hold cash in the Portfolio from time to
time to maintain investment flexibility. There is no limit
on the amount of cash which may be held by the Company
from time to time.
Investment restrictions
– No exposure to any investee company will exceed
15 per cent. of Net Asset Value at the time of investment.
– The Company may invest up to 20 per cent. of Gross
Assets at the time of investment in unquoted securities
where the issuer has its principal place of business in
the UK.
– The Company may invest up to 20 per cent. of Gross
Assets at the time of investment in quoted securities
not traded on the London Stock Exchange.
– The Company will not invest more than 10 per cent.,
in aggregate, of Gross Assets at the time of investment
in other listed closed-end investment funds.
Ethical and sustainability investment restrictions
The Company will not invest
1
in companies which derive
any revenue from, or are engaged in:
– the production or direct distribution of pornography;
– the manufacture, production or retail of controversial
weapons
2
(e.g. chemical, biological or nuclear weapons,
cluster munitions, landmines), civilian firearms and
ammunition;
– the manufacture of alcohol and tobacco products;
– the ownership or operation of gambling facilities;
– sub-prime and/or predatory lending;
– oil and gas production (both conventional and
unconventional, including shale oil and gas, coal seam
gas, coal bed methane, thermal coal, tar sands, Arctic
onshore/offshore deepwater, shallow water and other
onshore/offshore) extraction and refining;
– animal experimentation or animal testing, (a) where
there is a proven alternative and/or where testing
is not mandated by regulation; or (b) where there is
no proven alternative and/or the experimentation
or testing is mandated by regulation, but where the
investee company is not adhering to the “three Rs”
ethics of Replacement, Reduction and Refinement.
The Company will not invest more than 10 per cent., in
aggregate, of Gross Assets at the time of investment in
companies involved in distributing, licensing, retailing or
supplying tobacco and/or alcohol beverage products.
1
The Company will base its analysis of an investee company’s revenues and
activities on publicly available information, and will exclude revenues and
activities that are considered to be de-minimis, being those that represent less
than 1% of the investee company’s revenue.
2
Controversial weapons are those that have an indiscriminate and
disproportional humanitarian impact on civilian populations, the effects of
which can be felt long after military conflicts have ended.
ODYSSEAN INVESTMENT TRUST PLC
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Investment Policy (continued)
Borrowings
As a Small Registered AIFM, the Company may not
employ borrowings.
Derivatives and Hedging
The Company will not use derivatives for investment
purposes. It is expected that the Company’s assets will
be predominantly denominated in Sterling and, as such,
the Company does not intend to engage in hedging
arrangements, however, the Company may do so if
the Board deems it appropriate for efficient portfolio
management purposes.
General
The Company will not be required to dispose of any asset
or to rebalance the Portfolio as a result of a change in the
respective valuations of its assets.
The Company intends to conduct its affairs so as to qualify
as an investment trust for the purposes of section 1158 of
the Corporation Tax Act 2010.
Any material change to the Company’s investment policy
set out above will require the approval of shareholders by
way of an ordinary resolution at a general meeting and the
approval of the Financial Conduct Authority (the “FCA”).
Non-material changes to the investment policy may be
approved by the Board.
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Financial Summary
Company performance As at 31 March 2024 As at 31 March 2023 Change
Shareholders’ funds £187.6m £181.2m 3.5%
NAV per share 154.4p 160.4p (3.7)%
Share price per share 155.5p 164.0p (5.2)%
Share price premium to NAV per share
#
0.7% 2.2%
Year ended
31 March 2024
Year ended
31 March 2023
Revenue return per share (0.4)p 0.2p
Capital return per share (5.3)p (4.1)p
Total return per share
#
(5.7)p (3.9)p
NAV total return per share
#
(3.7)% (2.2)%
DNSC (formerly NSCI) ex IC plus AIM Total Return Index
* 3.0% (13.4)%
Cost of running the Company
Year ended
31 March 2024
Year ended
31 March 2023
Ongoing charges ratio
#
1.48% 1.45%
# Alternative Performance Measures (see Glossary beginning on page 89).
* Used by the Company as comparator, not a Benchmark. Source: Bloomberg.
Past performance is not a guide to future performance.
Strategic Report
STRATEGIC REPORT
7 Chairman’s Statement
10 Portfolio Manager’s Report
22 Portfolio of Investments
23 Distribution of Investments
24 Business Review
36 Risk Management
ODYSSEAN INVESTMENT TRUST PLC
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ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Chairman’s Statement
Introduction
I am pleased to present the Company’s Annual Report
and Financial statements for the year ended 31 March
2024. This is my first report as Chairman of the Company
following Jane Tufnell’s retirement from the Board on
31March 2024. Jane was Chairman from the launch of
theCompany.
Performance
Over the year, the net asset value per share (‘NAV per
share’) of your Company fell by 3.7%, in a year where
the NAV per share was more volatile than normal. The
Company’s performance reflected markets and volatility
driven by stock specific issues, but was below the broader
market return of c.3%. Unlike in previous years, none of
the portfolio companies benefited from takeover activity,
which in a concentrated portfolio can make a significant
difference to returns.
Equity markets have been coping with considerable
uncertainties – geopolitical, monetary policy, asymmetric
economic growth around the world, as well as entering
a period where political change is likely. Equity returns
were dominated by the performance of the largest US tech
stocks. US equities as a whole have remained favoured by
investors, with capital continue to flow into that region
such that US equities account for c.70% of global equities
by market value.
The net assets of your Company increased modestly
during the year due to a small number of new shares being
issued. It is encouraging to continue to see support for the
Company and its differentiated investment strategy even
during times of uncertainty.
Discount and Premium Management
The share price has tracked in line with the NAV per
share over the period, albeit with continued volatility.
The Company’s shares ended the period trading around
itsNAV.
In response to buying demand exceeding selling demand
over the period, the Company issued a total of 8,507,000
shares at a premium to NAV, which meant that there was
no dilution to existing shareholders. Since the year end and
up to 10June 2024, the latest practicable date prior to the
publication of this report, a further 2,075,000 shares have
been issued at a premium to NAV.
The Company’s average discount since IPO has been
0.1%. The Board believes that the Company’s strong
absolute and relative rating is driven by a number of factors
including good performance, a differentiated strategy
(only accessible to investors via the Company), effective
communication with existing and potential investors,
a clear discount control policy (including a periodic
redemption facility), a well-balanced register of long-
term shareholders and (multiple) features which align the
interests of all stakeholders.
Dividend
The Directors expect that returns for shareholders will be
driven primarily by capital growth of the shares rather than
dividend income. No dividend is proposed for the year
ended 31 March 2024.
Board of Directors
As I mentioned earlier, Jane Tufnell had been Chairman of
the Company since its inception in 2018. In her Chairman’s
Statement at the half-year stage Jane mentioned that it
was appropriate to identify a new Chairman at an early
stage as, in addition to Board succession, the Company
was also moving towards the period when it would be
honouring its commitment to provide an exit opportunity
for shareholders. This has allowed me to be in a position to
take the Company through the exit opportunity and, prior
to making any election, investors now also know who the
Chairman would be for the next investment period.
On behalf of the Board, I would like to thank Jane for her
leadership and wise counsel during her time on the Board,
a period during which the Company achieved strong
performance for shareholders.
ODYSSEAN INVESTMENT TRUST PLC
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Company Strategy
In April 2024 the Board reviewed the Company’s strategy
against the assumptions and proposition presented to
shareholders in the IPO Prospectus. It is pleasing to note
that, with the exception of unsupportive markets and a
de-rating of UK equities, many of the assumptions have
been proven and the proposition allowed the Company to
navigate six years of quite extraordinary events.
As well as the Board review, I have taken the opportunity to
meet with a number of the Company’s largest shareholders
to hear their views on the Company and its prospects.
The concentrated investment strategy of the Company
is less impacted than much more diversified peers. As
a result, whilst the well-publicised shrinkage of the
UK equity market reduced choice for all investors, it
has much less impact on the Company’s investment
strategy. Moreover, the Board remains of the view that
the addressable market is substantial and the Portfolio
Manager’s investment approach should continue to deliver
attractive differentiated returns.
After careful consideration and in light of the feedback
from major shareholders, the Board concluded that the
purpose and strategy of the Company remained highly
relevant, the prospects for future returns remain attractive,
and that little or no change to the key features was
necessary. However, the Board will continue to review the
strategy regularly.
Redemption Event
The Board believes that the Redemption facility set out
in the IPO Prospectus has been one of the key factors in
helping the Company’s shares trade at or around NAV. On
21May the Company announced that it was running the
first periodic Tender Offer enabling shareholders to exit
their investment.
On 5 June the Company announced that 785,596 shares
had been tendered by shareholders, representing 0.6%
of the Company’s issued share capital. On 7 June, the
Company announced that all of these shares had been
resold to institutional shareholders. As a result, the share
count of the Company has remained flat.
The Board believes that the low level of participation in
the Tender Offer reflects the performance delivered by the
portfolio management team in a challenging market since
launch as well as a recognition of the Company’s unique
investment approach.
The Board shares the views of the Portfolio Manager and
major shareholders that the Redemption facility is a key
positive attribute and differentiator of the Company. As a
result, I am pleased to confirm that the Board intends to
continue to offer this facility every seventh year as set out
in the original prospectus.
Growth of the Company
Since launch, the majority of the growth in the Company
has been organic due to performance delivered by the
Portfolio Manager. However as previously mentioned
the Company has also taken the opportunity to issue new
shares at a premium to net asset value. The growth has
been measured and spread across wealth managers, retail
investors and high net worth individuals. It has also led to
the shareholder base continuing to diversify.
The Board continues to believe that the growth in the
Company provides a number of benefits to shareholders
including greater liquidity in the shares and a lower
ongoing charges ratio as the fixed costs of the Company
are spread over a larger asset base.
Wealth managers represent c.50% of the shareholder
base of the Company. The Board remains mindful of
the continued consolidation of the very large wealth
managers, where some investment managers are restricted
to only purchasing securities approved by a central research
team. These tend to be larger investment companies than
the Company. The Company has only a very limited
proportion of its shareholder base which is subject to such
consolidation and therefore potentially subject to this risk.
The Board also continues to believe that organic growth
over the next three to five years alone will help propel the
Company to a size where it is a more attractive prospect for
investors from larger wealth managers.
The Company has found continued success in attracting
shareholders from small and mid-sized wealth managers,
and new startups where the ethos is counter central-buy
lists, as well as retail investors. One of the many advantages
of this shareholder base is that the register is well balanced
and the shares have the potential to be more liquid
than a similar sized investment company with a more
concentrated shareholder base.
The Board is also aware that the investment strategy is
not infinitely scalable. However, it shares the Portfolio
Manager’s view that there appears to be considerable
room for the Company to grow before returns from the
investment strategy risk being diminished.
Chairman’s Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Annual General Meeting (“AGM”)
The sixth AGM of the Company will take place at
12.00noon on Wednesday, 4 September 2024. TheAGM
will be held at the offices of Odyssean Capital LLP,
6 Stratton Street, Mayfair, London W1J 8LD. The
Notice convening the AGM together with explanations
of the proposed resolutions can be found in the Notice
ofMeeting.
Outlook
For much of the period since the Company launched
UK equities, particularly UK Smaller Companies, have
been out of favour, despite the compelling value they
have been offering for the past couple of years. Whilst the
Portfolio Manager and my predecessor must have felt like
lone voices at times, pleasingly over recent months there
has been a much broader recognition of this anomaly and
opportunity.
It’s impossible to predict the timing of any reassessment
and re-rating of UK equities, nor the specific catalyst or
catalysts driving this. Assuming we are at the peak of the
interest rate cycle, the first interest rate cut might be one
such catalyst. The Board shares the Portfolio Manager’s
belief that the Company’s portfolio companies should be
major beneficiaries of this change.
Whilst we wait for this re-evaluation, further M&A activity
is possible. The portfolio was not a major beneficiary of
M&A in the year under review, potentially due to its skew
towards industrial companies – a sector where there was
limited M&A during 2023. However, it is notable that
M&A activity among industrial companies has appeared
to re-emerge in 2024, just as trading conditions appear to
be on the cusp of recovering. The recent bid interest for
portfolio company XP Power is more evidence of this
emerging trend.
Alongside the potential optionality from M&A, whilst we
await for sentiment to change, many portfolio companies
have the scope to drive improved operating profits from
strategic and operational initiatives which are in the control
of their management teams. Elementis and Spire are good
examples where the respective executives have announced
structural cost savings and efficiencies to drive an increase
in EBIT (Earnings Before Interest and Taxes) of at least
30%, alongside initiatives to improve sales growth. Such
examples of self help at these companies, and others in the
portfolio, have been masked or seemingly not reflected in
share prices due to depressed sentiment. This augurs well
for future returns as the investment market improves.
The closed ended fund structure has been a good match
for the investment strategy since the Company launched,
offering the Portfolio Manager certainty of capital in
difficult times, and allowing them the luxury of buying
or adding to stakes in less liquid quoted companies at
attractive valuations. As markets rebound, it also enables
the Portfolio Manager to manage capacity and capital
carefully to optimise returns to existing shareholders.
We are grateful for the ongoing support and patience
shown by shareholders during the period.
Linda Wilding
Chairman
11 June 2024
Chairman’s Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Details of the Portfolio Manager
The Company’s Portfolio Manager is Odyssean Capital
LLP.
The Portfolio Manager was founded in 2017 by Stuart
Widdowson and Harwood Capital Management Limited,
an independently owned investment group, and is jointly
owned by both parties. The Chairman of Odyssean Capital
LLP is Ian Armitage, former CEO and Chairman of
HgCapital.
The Portfolio Manager’s investment team, Stuart
Widdowson and Ed Wielechowski, identify and undertake
research on potential investee companies as well as
managing the portfolio. They draw on the experience of a
three-strong Panel of Advisers, who have run and invested
in multiple quoted and unquoted smaller companies. In
addition, the investment team draws on the expertise and
experience of Mr Armitage and Mr Christopher Mills,
who sits on Odyssean Capital’s Board as a Non-Executive
JV Partner. Mr Armitage and Mr Mills have more than
85 years’ combined investment experience in quoted and
unquoted smaller companies.
Stuart Widdowson, Co-fund Manager
Stuart has spent the last 23 years investing in public and
private UK small and mid-size corporates and a further
two years providing investment advisory services in the
same field.
Prior to founding the Portfolio Manager, Stuart was
at GVQ Investment Management (“GVQ”), where he
held the position of fund manager and head of strategic
investments for more than seven years. During his time at
GVQ, Stuart led the transformation of the performance
of Strategic Equity Capital plc (“SEC”) and significantly
improved shareholder value. Stuart led SEC to win several
industry awards and was recognised as Fund Manager of
the Year at both the PLC and QCA awards in 2015.
Stuart began his career as a strategy consultant undertaking
commercial due diligence and strategy projects for private
equity and corporate clients. In 2001, he joined HgCapital
and spent five years working on small and mid-cap leveraged
buyouts in the UK and Germany. During this time, he
worked on a number of public to private transactions of
UK quoted companies.
Ed Wielechowski, Co-fund Manager
Ed joined the Portfolio Manager in December 2017 as a
Fund Manager.
Prior to joining Odyssean Capital, Ed was a Principal in
the technology team at HgCapital. He joined HgCapital
in 2006 and worked on numerous completed deals,
including multiple bolt-on transactions made by portfolio
companies. He has additional quoted market experience,
having led the successful IPO of Manx Telecom plc in
2014, as well as having evaluated and executed public to
private transactions. Ed started his career as an analyst in
the UK mergers and acquisitions department of JPMorgan
in 2004.
Portfolio Manager’s Report
Stuart Widdowson Ed Wielechowski
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Portfolio Manager’s Report (continued)
The investment approach
Our investment approach applies the core elements of the
private equity investment philosophy – highly focused,
long-term, engaged ‘ownership’ style investment - to public
markets. We believe that this approach creates a portfolio
unlike that of many typical public equity funds and that,
well executed, can offer attractive, differentiated, risk-
adjusted returns.
– Highly concentrated portfolio: We look to build a
highly concentrated portfolio of no more than 25
investee companies where we carry out intensive
diligence, only investing behind our highest conviction
ideas.
– Narrow focus: We are focused on smaller companies
typically too small for inclusion in the FTSE 250
index. We believe this market is less efficient, offering
more opportunities to find mis-pricings. Further, we
believe the best investment decisions are made from
a base of knowledge and experience, and we will
make the majority of investments in industry sectors
that we and our advisors, know well (TMT, Services,
Industrials and Healthcare).
– Targeting long-term holding periods: We will evaluate
each investment opportunity over a 3 to 5-year
investment horizon. We have structured our business
to reflect this belief and do not intend to run any
capital which is redeemable over short time periods.
To think like an ‘owner’ of a business we believe your
capital should behave like one too.
– Engaged investment style: We are engaged investors.
We like investing in companies which, whilst good, are
underperforming their potential and where we see the
opportunity for constructive corporate engagement
to unlock improved sustainable returns for all
stakeholders.
The Company’s investment objective is to deliver long
term capital growth rather than outperform a specific
index. Our differentiated investment approach, allied
with our sector focus and the recently revised investment
restrictions approved in January 2021, is likely to lead to
periods of NAV per share performance materially different
to those of the broader market. We fully anticipate this
potential short-term performance variance and will focus
on comparative investment performance on a rolling three-
year basis.
The absolute return mentality of the strategy, allied with
the desire to avoid being a forced seller, may lead to net cash
balances being held over the long-term. We anticipate a core
range of 5 to 15% over the long term. Net cash balances will
not be used as an attempt to market time, but to enable us to
invest where blocks of stock are available rather than being
required to sell a less liquid holding on short notice.
Implementing the investment strategy
There are three key factors we look for when we analyse a
potential investment
1) a valuation opportunity;
2) in a higher-quality company; and
3) with improvement potential.
Our view is that buying at a fair price and supporting
improved performance generates capital growth, while our
quality filters mitigate losses in the event of unexpected
headwinds.
Valuation
We look for two valuation factors in every investment.
Firstly, what we refer to as “static valuation” - does the
company trade at a discount to its current value? This is not
only judged by traditional public market ratios. We also
seek to model every company through the lens of a private
equity buyer (of which we have considerable experience) as
well as evaluating its attractiveness to strategic trade buyers.
Secondly, we are looking for companies which can grow
their value over time – “dynamic valuation”. We particularly
look for situations where there are multiple, independent
drivers of value creation present, and where management
actions can unlock these. We believe seeking multiple value
drivers makes an investment case more secure and less
exposed to single areas of uncertainty or misjudgement.
Quality
We assess every potential investment against qualitative
and quantitative quality criteria. The quality assessment
is important to mitigate the risk of permanent capital
destruction from investments which fail to achieve
their value potential. In our experience, higher quality
companies are more likely to maintain a minimum value
through difficult times and are more able to attract high
calibre management teams to rectify underperformance.
ODYSSEAN INVESTMENT TRUST PLC
12
Improvement potential and engagement
We particularly like companies that are in some way
underperforming relative to their potential, and where
the current valuation does not price in the potential for
improvement. Once invested, constructive corporate
engagement can help to unlock value. Our mantra is to buy
good businesses and sell excellent businesses. The spectrum
of areas which can be improved is broad and includes
operating performance, asset utilisation, overly complex
business structures/organisation, strategic direction, poor
M&A, investor relations, and governance and pay.
ESG in our investment process
We have historically focused on evaluating and engaging
on corporate governance (“G”) and financial performance
as part of our investment process.
In January 2021, shareholders approved a change in the
investment policy of the Company to implement negative
screening of certain investments, deemed unethical and or
involved in activities which were deemed unsustainable.
These restrictions augment our approach to corporate
engagement and provide clarity and certainty to investors
and largely formalises the approach we have taken since we
launched.
Our partnership with the specialist ESG data provider for
smaller quoted companies, announced in December 2020,
has enabled us to analyse all our portfolio companies ESG
performance. Many of these companies are too small to
have attracted ratings from the major ESG rating agencies.
As at the time of preparation, we have shared these reports
with each of our portfolio companies.
This is in line with the pragmatic approach to E&S
engagement given the more resource-constrained nature
of smaller quoted companies. Our focus is on how boards
approach sustainability, where the scope for improvement
is, how progress is evaluated and how it is reported to
investors. Our belief is that performing ahead of peers
and market expectations on ESG should attract new
shareholders, a higher rating and a lower cost of equity, all
things which will drive enhanced returns and benefit the
Company’s shareholders.
Progress and performance in the past year
The year to March 2024 was ultimately a positive one for
equity markets, albeit another year of continued volatility.
Markets grappled with coping with the highly anticipated
recession questioning the narrative of whether economies
experiencing a sharp rise and normalisation of interest rates
could genuinely escape with only a soft landing. Whilst
the UK has endured a mild recession, fiscal largesse in the
USA led to the economy continuing to power ahead. As
the year progressed, expectations of the scope of monetary
loosening in the US and UK fell, largely driven by the
continued strong US economy.
Geopolitical events in Ukraine and the Middle East,
alongside forthcoming elections (including in the UK)
also continued to drive uncertainty.
UK equities remained unloved, with UK All Cap and Small
and Mid Cap OEICs continuing to see client redemptions,
despite increasing commentary and acknowledgement that
UK equities are trading at considerable discounts to other
major equity markets. M&A picked up materially through
the end of 2023, with bid premia being above long-term
averages.
M&A activity helped the performance of the major indices,
with mid caps gaining c.10%, small caps gaining c.11%
but with AIM continuing its poor recent run delivering a
decline of c.6%. The DNSCX (formerly NSCI) ex IC plus
AIM Total Return (which we use as a comparator and not
a benchmark) rose by 3.0%.
It was not a vintage year for our performance, with
Company’s NAV per share falling 3.7%. As is ever the
case with the concentrated portfolio, individual holdings
are the major determinant of performance rather than the
broader market. Whilst there was no shortage of positive
newsflow, this was more than counterbalanced by negative
newsflow. In the short term, the higher weighting towards
the industrials sector, where there have been short-term
destocking issues, has been a dampener on performance.
We believe that the valuations of these companies are
extremely low compared with their strategic value and
short term trading will have little impact on the long term
value creation potential. Liquidity in these companies is
generally low, and in many cases we have taken a long-term
view to facilitate getting the positions we want to own
when liquidity is available. In our experience it is very hard
to catch the bottom, not least because at this point in such
holdings there is often little or no liquidity.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Unlike in previous years, none of the Company’s holdings
were subject to takeover activity, which was another
absence of a positive driver.
The top three positive contributors to performance were
Ascential, Elementis and NCC, all of which generated
returns in excess of 24% over the year.
Ascential’s performance was driven by the surprise
announcement in October that the group was selling
two of its three divisions, with the Product Design and
Digital Commerce businesses being exited for a combined
consideration of £1.2billion. Proceeds from these disposals
would be used to pay down debt and return £850m to
shareholders (c.89% of the group market cap prior to the
announcement). Our original investment in Ascential had
been underpinned by a view that the shares were trading
at a material discount to the sum-of-the-parts value of the
group, and it was pleasing to see this view vindicated. The
outcome of the disposal process was positive in our view
and broadly in-line with our expectations of value despite
the challenging market conditions at the time of the
transactions. The shares rose 26% over the period.
Elementis continued to trade well, demonstrating its ability
to price effectively in its coatings business, benefit from
strong demand for personal care products and see a recovery
in its more challenged talc operations. During the year, the
largest investor wrote an open letter to the board calling
for the business to be sold. This appears to have catalysed a
process of the Company committing to and communicating
substantial opportunities to improve profitability through
$30m structural cost savings and $90m additional sales
through new product launches, which we believe has the
potential to deliver at least a further $30m operating profit.
These initiatives, material given the c.$103m profit base,
were announced at the Capital Markets Day in November
2023. We hold a long standing view that Elementis was
underearning compared with its potential and look forward
to the company delivering on its promises. Although the
improved share price performance (up 25% over the year to
March) is pleasing, we still believe that the company’s shares
are undervalued and underowned.
NCC’s financial and share price performance in the period
began a multi year recovery from the profit warning on the
last day of the prior year. The shares rose 27% over the year,
as the company communicated the delivery of cost savings,
alongside a stabilisation of end market demand weakness in
US West coast tech clients, and strong growth of other parts
of the cyber security division (notably the higher quality,
recurring managed services offer). The new management
team demonstrated progress with a recovery of consultant
utilisation and gross margins close to target levels, a new
vertical market focused sales structure put in place and the
delivery of an offshore delivery centre in Manilla ahead
of plan. We believe that NCC is now well placed to drive
its cyber consulting business towards a more diverse, and
attractive revenue mix whilst delivering its services in a
more flexible and cost-effective way. Although the shares
have recovered, we believe the company is still valued at a
very material discount to its sum of parts valuation.
The top three negative contributors to performance were
Xaar, XP Power and Videndum, each of which fell in
excess of 40% over the year.
Xaar released a 2023 full year trading update in late November
that flagged performance for the year was expected to be
in-line with expectations, but also made a material reduction
in expectations for 2024 with performance expected to be
effectively flat year on year. This negative shift in outlook
was driven by a combination of factors largely outside of
the company’s control with ongoing macro headwinds in
China impacting demand for ceramics printers and delays to
certain OEM (Original Equipment Manufacturer) machine
launches following geopolitical events (notably the situation
in Israel/Gaza) pushing back expected revenue generation.
We have continued our detailed diligence following this
update. Whilst short term timing is uncertain, we remain
of the view that there is significant potential for future
valuecreation.
The group has unique IP which is challenging and expensive
for competitors to replicate. The turnaround team appointed
in 2020 have been successful in leveraging this IP into new
products that will greatly expand Xaar’s addressable market
(and create new markets for digital printing), which will over
time reduce its dependency on the cyclical ceramic tile printing
market. Despite the delays impacting 2024, the pipeline
of expected new machine launches using Xaar printheads
is strong and growing – delivery of any or all of these gives
the group good runway for significant growth over the next
five years. When this revenue growth comes through, the
group’s operating gearing has the potential to lead to exciting
bottom line growth. We believe that little of this upside, or the
potential value of the IP is in the share price today.
As mentioned in our interim results, XP Power has been
through a challenging period with downgrades initially driven
by slowing demand from semi-conductor customers and more
recently de-stocking in its healthcare and industrials customers.
These topline pressures drove a material drop in profitability
and the company completed an equity raise to strengthen
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
14
its balance sheet, a move which we supported. Following
these updates, we spent more time with the business, board
and did further work on the outlook for key end markets
notably semi-conductor manufacturing equipment. On
the back of this work, we remain convinced of the potential
opportunity from here. The business is exposed to attractive
end markets, the semi-conductor industry in particular is
exposed to long run growth driven by demand for AI and the
global build out of additional semiconductor manufacturing
capacity as nations look to ‘near shore’ production of these
critical components. Alongside secular market tailwinds,
we see significant scope for operational improvement at
the company. With the fund raise the group announced a
material - £8m-£10m - cost savings program (now executed),
as well as initiatives to reduce inventory, and beyond this we
see significant scope for further operational improvement
through the roll-out of lean manufacturing across the group.
An improvement in end markets allied with these operational
improvements should return operating margins to at least the
20% seen historically and support strong profit progression
in the coming years. Whilst improved trading is unlikely to
see the valuation recover to the dizzy heights of more than
4.5x EV/Sales (Enterprise Value-to-Sales) achieved in 2021,
we believe a return to normal end market conditions should
see the EV/Sales improve from the level of 1.5x at the end of
the period” to its long term average of c.2.5x. If the market
recovery is as sudden and material as it has been in previous
upswings, there is upside to this rating. After the end of the
period XP Power announced it had received a number of
takeover approaches from an industry peer at significant
premiums to the prevailing share price. The board has not
engaged with these approaches feeling they do not reflect the
intrinsic value in the group. We are supportive of the board’s
action, and note the strategic interest further underpins our
view that the market has undervalued the potential recovery
at XPP.
Videndum downgraded expectations through 2023 as it
was hit by the combination of channel de-stocking and
the unprecedentedly long Hollywood writers’ and actors
strikes which shut down much of the movie and high-end
TV production ecosystem for a prolonged period. With
the business relatively geared, following historic M&A, the
company completed a material rights issue in December
2023 to strengthen its balance sheet. We believe that the
‘perfect storm’ that hit Videndum in 2023 was a one off
and these headwinds should dissipate through the coming
year as de-stocking completes and with the strikes now
ended. The group maintains leading positions in markets
exposed to strong growth drivers (internet usage, vlogging,
subscription TV) and should benefit from significant
operational leverage as its end markets return.
Portfolio development
In the absence of M&A, portfolio turnover was much
lower than prior years.
During the period £49m was invested into stock purchases.
This level of investment was funded through realisations
and investment income of £44m as well as cash inflows of
£13m following the issuance of new shares. Overall net
cash weighting increased from 0.4% to 2.8% over the year
and averaged 2% across the year.
Two new investments totalling £5m were made across the
period. This is a level of new position investment below
our expected trend (typically we would expect c.4-6 new
positions per year), in part reflecting the high number of
new positions initiated in the prior year. Both the new
positions are currently smaller weights, outside of the
portfolio top 10, but we see scope to scale these materially
as we continue our diligence and if market prices remain
attractive.
In total c.£44m was invested into existing positions.
Significant further investments were made into XP Power,
NCC, Dialight and Xaar all of which experienced weak
share prices driven by soft ended market demand, which
drove earnings downgrades. Our due diligence suggested
market reactions were overly severe and represented
attractive risk/reward opportunities.
Material additional investments were also made into
Gooch and Housego and James Fisher which were built
to mid weights as we were able to identify and purchase
significant blocks of stock where trading liquidity is
notoriously poor.
Through the period we realised £43m from disposals and
dividends. Four positions were fully exited raising c.£23m.
The bulk of proceeds from full realisations came from
RWS and Wilmington, two positions we had been
invested in since 2018 (in the case of RWS through our
holding in SDL subsequently acquired by RWS in 2020).
Wilmington performed strongly during our investment
period, with a new management team simplifying a complex
business, driving improved growth, raising margins and
strengthening cash generation all of which delivered a
23%+ annualised IRR and 2x cash on our investment. The
market return over this period is negligible. In comparison,
in spite of the weak share price performance and lowly
rating of RWS, we decided to exit the position as we believe
that there were more attractive investment opportunities
elsewhere in the market and within our existing portfolio.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
We also continued to take profits from investments which
have performed well. Notable material realisations were
taken from our position in Ascential which benefited
from the announcement of the successful disposal of two
of its three divisions with significant proceeds to come to
shareholders, and Chemring which continued to see strong
demand across its divisions.
Following this investment activity, industrials remains the
largest sector exposure of the portfolio, with a significant
portion of this exposure in the B2B electronics sector. Whilst
this exposure has not helped performance in the period, we
believe that all of these holdings are likely to see improved
market conditions through 2024 and 2025, have substantial
self-help potential, and are valued on the basis that neither
scenario is likely to pass.
We continued to actively engage with portfolio companies
through the year with an ongoing focus on corporate
governance, investor relations and ESG disclosure. We
continue to engage an external consultant to conduct a
review of each of our investments against a proprietary
ESG scoring system. We use this to measure progress of
the portfolio against ESG disclosure over time as well as
an entry point for discussions with boards on these issues
where appropriate. It remains pleasing to see ongoing
improvements in these scores over time, something which
we believe will also ultimately flow through to improved
performance.
Portfolio Manager’s Report (continued)
Portfolio detail
At the end of the period under review, the portfolio comprised 16 companies.
Key updates through the period for each of our top 10 positions are detailed below:
Elementis is a leading producer of specialty chemicals focused on
personal care, talc and coatings markets.
% NAV: 16%
Sector: Industrials
Performance in period
Elementis delivered a solid performance through 2023, slightly ahead of expectations demonstrating strong pricing in its
Coatings division offsetting volume weakness, demand growth in the Personal Care division and some recovery in the
more challenged Talc division. Shareholder pressure has coincided with the company announcing plans to substantially
increase profits by 2025 through initiatives independent of end market demand.
Outlook
We see the market as currently undervaluing the earning potential of Elementis. Alongside the self help potential, end
markets appear to be recovering following a protracted period of destocking by customers. This augurs well for future
profit growth, due to operational gearing. These levers support the potential for the group to generate materially higher
earnings than current levels and those expected by the market. We believe that little of this potential is reflected in the
share price.
Leading independent provider of software escrow services and cyber
security consulting provided through the Assurance division.
% NAV: 13%
Sector: TMT
Performance in period
The last year have seen NCC make solid progress to rehabilitate its cyber security division and demonstrate the inherent value
of the group. Trading updates have shown that the turn-around instigated by the new management team is well underway. The
stable and lower growth escrow business continues its recent journey of a return to moderate top line growth.
Outlook
The company recently held earnings forecasts despite disposing of a small subsidiary which would have been earnings
dilutive. This is a strong indication that forecasts are now appropriately set and we believe that the company is in the
early foothills of an earnings upgrade cycle. We believe that the shares continue to trade at a material discount to the
sum of parts valuation and action will be taken to narrow this discount.
ODYSSEAN INVESTMENT TRUST PLC
16
Provider of B2B data, events and digital commerce support platforms % NAV: 11%
Sector: TMT
Performance in period
The key update from Ascential during the period was the October announcement of the disposals of both its product
design division and its digital commerce division for total value of c.£1.2bn with £850m to be returned to shareholders
(c.89% of market cap prior to the announcement) through a combination of tender offer, special dividend and share
buyback. With these disposals Ascential is now a pure play events business focused on two market leading, scale
platforms – Marketing (the Cannes Lions business) and FinTech (the Money2020 business).
Outlook
The remaining events platform is high quality with a track record of organic growth, high margins and strong cash
generation. The implied value of this business, remains in our view, too low at current share prices and we note significant
trade and PE activity in the sector means any continuing public market under valuation may not be sustainable.
Leading manufacturer of power supplies and power converters % NAV: 9%
Sector: Industrials
Performance in period
XP’s trading and share price performance was disappointing across the year, driven by a combination of destocking and
weak end markets. Adverse litigation left the balance sheet in a weaker than ideal position, culminating in a need to
undertake a moderate equity raise in Q4 2023.Whilst demand from the cyclical semiconductor clients appears to have
bottomed (and is poised in our view to benefit from a multi year boom period), the company has experienced other
customers from its healthcare and industrial sectors destocking to reduce safety stock build up in the wake of supply
chain issues following COVID.
Outlook
We expect that the company’s order book will begin to grow in absolute terms through Q3, perhaps with semiconductor
starting to see an improvement through Q2 2024. Historically when demand comes back on stream, sales have recovered
as quickly as they fell. With shares currently trading on c.1.5x EV/Sales compared to long run averages of 2.5x, the
market is currently ignoring the potential in such a recovery. The news post period end of a takeover approach from
an industry peer at a material premium to the prevailing share price, further supports our view of value in shares at the
current price.
We materially grew our position on the share price weakness during the period.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Leading independent designer and manufacturer of industrial inkjet
print heads
% NAV: 7%
Sector: Industrials
Performance in period
Xaar delivered full year 2023 performance with profits ahead of expectations but alongside this downgraded the outlook
for 2024 to performance being largely flat year on year. This downgrade to outlook was driven by a combination of market
factors including ongoing tough macro conditions in end markets (notably construction in China) and delays to launches of
new print machines by certain OEMs as a result of geo-political events. These issues were arguably outside of the company’s
control and likely represented a delay to, rather than a loss of, future demand. Despite this, shares fell materially on the news.
Outlook
The group has built significant IP over many years which gives Xaar’s products fundamental advantages over competitors,
notably in the jetting of highly viscous fluids. Under the current management team the group has been developing this
IP for use in new products in new applications that will have the potential to greatly expand the company’s addressable
market (as well as create new markets for the application of digital printing). Whilst enhanced products in its core
ceramics market is likely to see the company gain share, the biggest driver of future returns will be traction of recently
launched and pending new products addressing non ceramics markets – both existing markets as well as new applications
for Xaar’s technology. Over time this will reduce the group’s dependency on the cyclical ceramic tile printing market,
building a more diverse, resilient and significantly larger business. Successful execution could generate exciting returns
over the next three to five years. The EV/Sales multiple is just above half of its long term rating.
We materially grew our position on the share price weakness during the period.
Manufacturer of photonics solutions for a variety of industrial end
markets
% NAV: 5%
Sector: Industrials
Performance in period
Gooch delivered a strong set of 2023 results with revenues up 13% organically with margins increasing 60bps. Alongside
this the company completed small bolt-ons to strengthen their offer in the growth areas of polymer optics and optical
coatings. The start of 2024 saw the group downgrade expectations on the back of ongoing de-stocking at industrial and
medical customers and the surprise cancellation of certain defence programs. The latter activities have subsequently been
disposed of, which unusually was earnings enhancing. Recent announcements have flagged a stabilisation of demand
trends with a more positive outlook for the second half of the year expecting an improvement in end market demand.
Outlook
Despite the short-term headwinds flagged earlier in 2024 we continue to see Gooch as making good progress. The
new CEO’s strategic review set out the ambition of doubling group margins through a mix of self-help actions and
re-shaping of the portfolio. On both counts we can see early signs of success despite the mixed macro environment.
Fundamentally Gooch has world leading IP in growth sectors, which will recover and grow. Combined with the margin
plan being delivered by management we see significant value creation to come. The EV/Sales multiple is around half of
its long term average rating.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Leading provider of private hospitals in the UK % NAV: 6%
Sector: Healthcare
Performance in period
Spire delivered a strong 2023 with revenues up 13% led by growing demand from NHS and insured customers with
self-pay demand maintaining the strong levels seen in the prior year. Group hospital margins showed improvement as
cost savings and price rises more than offset the reducing impact of input cost inflation. Alongside the full year results
the company flagged a further £60m of cost savings to come in the next two years (from an operating profit base of
c£130m), supporting management’s ambition to move hospital margins from current levels of c.17% to a targeted 21%
by end of 2026. Through the year the group completed the bolt-on acquisition of Vita Health, expanding Spire’s offer
in mental and occupational health and further progressing the group’s ambition to diversify its revenue streams into
higher ROCE (Return On Capital Employed) areas. Of course, critically for a business active in healthcare services,
it was particularly pleasing to see Spire maintain its exemplary patient care quality with 98% of its sites rated ‘good’ or
‘outstanding’ during the year.
Outlook
We believe Spire is well placed for the medium term. The demand environment for the group’s services is set to remain
strong as high NHS waiting lists drive demand from private patients and from the NHS looking to reduce their backlog
(a trend likely to continue regardless of the party in power in Westminster). There remains a strong self-help story, the
management team have proven their ability to drive efficiency through rolling best practices and shared services across
a historically independently run portfolio of sites, with the recently announced further targeted £60m of offering a
material uplift in profitability. The group’s strong cash generation should support the potential for further, diversifying
M&A which will help the group drive material ROCE uplifts.
Despite this potential and the strong performance across recent years, shares have remained range bound. We see good
upside when the market realises the significant changes at the group in recent years. If this does not happen we note
historical trade approaches for Spire at valuations materially above current levels.
Global leader in LED lighting for hazardous and industrial
environments
% NAV: 6%
Sector: Services
Performance in period
Dialight faced tough end markets through 2023, with de-stocking and a lower level of large capex driven orders
impacting group revenues, which were down 12% overall but only 5% in the core lighting business. Against this
challenging backdrop the group took significant steps to drive future value creation.
During the last year there has been significant board change with new Chairman, CEO and CFO appointed. Under
the guidance of this new team, a revised strategic plan has been initiated which will focus the group onto its core
lighting activities with disposals of non-core activities to come. Within the lighting business significant operational
improvement has been identified through production site consolidation and automation – this is targeted to move the
lighting business back to at least 10%+ EBIT margins by 2026. Finally, sales force improvement and product investment
are targeted to drive a return to revenue growth. We have been supportive of the changes at Dialight and see the new
team as credible and capable. The company undertook a capital raise to help accelerate the proposed restructuring in
which we were happy to take part.
Outlook
Dialight has been through a period of significant change in the past 12 months after many years of what we believe to
be suboptimal performance. The new team have a proven track record of delivering positive change and shareholder
value. With a strategy and execution plan in place we are now optimistic for the future. The group maintains product
leadership in a market benefiting from secular growth as conversion to LED lighting continues. Arguably the group has
not historically made the most of this opportunity with poor manufacturing and sales execution. Their remains work to
be done, but the size of the prize for the company could be considerable if the team executes their plan.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Leading global provider of a range of niche marine services to
renewable, energy and defence sectors
% NAV: 5%
Sector: Services
Performance in period
James Fisher continued on its transformation journey through 2023. Underlying performance for the year was broadly
in-line with expectations with strong demand in the energy and transport markets offsetting slower progress on larger
orders in the defence market.
Under the new management team the group continued its restructuring. Through the year a review of all business units
led to disposals or shuttering of operations which either did not fit the go forward strategy, or were seen as unable to
meet the targeted return hurdle - the most significant disposal being the recent £90m sale of the RMS Pump tools
business. The proceeds of disposals were used to pay down debt, and with the most recent exit the group has now largely
reached its target of 1.5x leverage, a much more comfortable level for the go forward business.
Outlook
We view 2023 as a transitional year at the start of James Fisher’s transformation journey. The initial focus from
management on pruning the portfolio and reducing the balance sheet risk has been sensible and well executed. With
this now complete, we see the focus shifting to delivery of the self-help opportunity at the group. The company is
active in secularly growing markets where it provides high IP services, but historically this opportunity has been
underexploited in a group which has been run as a collection of small, independent business units. Going forward
the new management team has a clear plan to drive synergies across the disparate organisation, focusing on the most
profitable areas of activity, sharing best practices and increasing efficiency. The initial targets of 10% EBIT margins
would be a material uplift on current levels and we believe are readily achievable. Delivery of this self-help opportunity
will support potential growth in equity value from here.
Leading provider of healthcare, genetics and nutrition services and
products to the global aquaculture industry
% NAV: 5%
Sector: Healthcare
Performance in period
Benchmark’s trading through the period was solid with revenues up 7%, driven by a notably strong performance from
its genetics and health businesses offsetting a decline in the nutrition business which was impacted by a weak shrimp
market. Profit performance came in ahead of expectations and pleasingly the group generated positive cash flow.
The most important news from the Benchmark during the period was the announcement in January 2024 that the
board was commencing a strategic review, including a formal sales process for all, or some, of the group’s business units.
We support this move by management to crystallise the value we have long seen in the group.
Outlook
Over the past three years Benchmark has made great strides to simplify and improve the quality of its business, delivering
strong growth and improving profitability from its genetics and nutrition divisions and successfully launching its
potentially game changing Cleantreat / Ectosan sea lice treatment in its health division. These successes have not been
reflected in the price of the company’s shares and we welcome management’s pro-active actions to drive value. Although
there is no certainty of any transaction being delivered, we see the group’s assets as worth considerably more than the
current share price to the right buyer or buyers.
The remaining six investments represent between c.1% and c.5% of NAV each. These are spread across our core focus
sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
20
Outlook
At the time of preparation, there is growing awareness of
the attractive valuation of UK equities and the low ebb of
UK equity markets. We are optimists – such pessimism
tends to be around inflection points – in the words of Mark
Twain “The reports of my death are greatly exaggerated”.
During a period of zero interest rates, private markets
have prospered, driven by extremely low borrowing costs
unlikely to be seen again in many people’s life times.
Historically what was a private market discount to
public valuations, became a private market premium to
public market valuations. This illiquidity premium seems
anomalous and counter intuitive. Over time, we expect
that public market valuations will probably increase, and
private market valuations will probably fall.
It is difficult to predict what will drive a re-appraisal of UK
equities by the marginal buyer. However, we believe it will
happen.
There are multiple potential catalysts. Firstly, we believe we
are at the peak of the interest rate cycle. UK inflation is due
to ease materially during Q2 2024, which should support
interest rates being cut through the rest of 2024 and 2025.
Risk assets such as smaller company equities tend to re-rate
when interest rates fall. UK growth and inflation appear to
be decoupled from North America, so it will be interesting
to see if the Bank of England begins to cut rates before the
Federal Reserve.
Secondly, any positive change in flows to UK equity
open ended funds is likely to transform marginal selling
to marginal buying. The low liquidity of smaller quoted
companies allows the potential of such a change in buying
behaviour to drive a sharp re-rating. The change in flows
could be driven either by a natural change in asset allocators
views of the UK, and/or be prompted or even encouraged
by some form of government intervention.
Asset allocators appear to be more intrigued by UK equities,
particularly small and mid caps, than they have been for
some time. As Tesla has begun to underperform, there
are more voices highlighting how narrow global equity
performance has become, especially in the US. This has yet
to translate into re-allocating capital away from the US, but
history suggests it will happen. The exact catalyst is always
difficult to predict. From an intervention perspective, both
the Edinburgh Reforms and Mansion House Compacts
demonstrate awareness at the highest level that change is
required to support UK capital markets. In the absence of
a naturally driven rating recovery for UK equities, further
intervention is likely.
Thirdly there is M&A. The well-acknowledged UK market
discount continues to attract both trade and private equity
bidders for UK quoted companies. Absent a re-rating,
M&A is likely to continue. To date the proceeds of which
have satisfied fund outflows. However if flows neutralise,
capital being returned will need to be re-invested in other
quoted companies.
For OIT holders, we look forward to a change in sentiment
towards the asset class we invest in. Whilst we are happy to
have delivered a decent positive return in the six years post
IPO, the absence of a headwind of de-rating could have led
to improved returns.
As readers of our presentations and views of our webinars
are familiar, we use a valuation tool called Quest® to help us
consider and spot valuation anomalies. In our experience it
is an excellent long term fundamental valuation tool. Our
most recent quarterly presentation shows that UK Smaller
Companies in aggregate trade at >30% discount to their
Quest fair values. This is a material outlier compared with
history and other equity markets. Were these companies
in aggregate to trade at fair value, this would imply a re-
rating of more than 40%. But there is even more potential
re-rating than this, as historically UK Smaller Companies
have traded at a significant premium to their Quest fair
values. In short, we believe that the next six years should see
markets re-rate, providing a tail wind to absolute returns
that can be generated from the portfolio.
OIT’s absolute performance since IPO has been delivered
we believe through the special situations approach – of
finding decent quality companies, trading at discounts,
which have the potential to improve their performance
through specific management actions, as opposed to just
waiting for a magical re-rating.
After some pockets of disappointing news in 2023,
we see significant scope for value recovery and growth
from current levels. We believe we have built a hard to
replicate portfolio of material positions in companies
where management action and self-help. As we review the
portfolio on an ongoing basis, we are excited to see the
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
number of companies which are undergoing significant
operational improvement programs. As management drive
these efforts over the coming years the companies in which
we are invested should emerge as higher quality, more
profitable and more valuable enterprises regardless of the
wider market.
The positions in our portfolio are trading at significant
discounts to their long run valuations. Any broader market
recovery offers the prospects of significant portfolio
returns – were the portfolio to trade on the long term
average EV/Sales or Price to Book, the average share price
upside across the portfolio would have been in excess of
80% at the end of the period. Whilst we are not reliant on
M&A, if markets do not re-rate we would not be surprised
to see potential takeover interest in portfolio companies
from overseas peers.
Stuart Widdowson | Ed Wielechowski
Odyssean Capital LLP
11 June 2024
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
22
Company Sector
Country of
Listing
Cost
£’000
Valuation
£’000
% of
Net Assets
Elementis Industrials UK 18,839 29,072 15.5%
NCC Group TMT UK 30,182 24,204 12.9%
Ascential TMT UK 13,863 19,747 10.5%
XP Power Industrials UK 23,505 16,320 8.7%
Xaar Industrials UK 19,700 13,834 7.4%
Gooch and Housego Industrials UK 12,576 13,000 6.9%
Spire Healthcare Healthcare UK 9,009 11,020 5.9%
Dialight Industrials UK 14,276 10,633 5.7%
James Fisher and Sons Business Services UK 9,982 9,306 5.0%
Benchmark holdings Healthcare UK 9,832 9,036 4.8%
Top ten equity investments 161,764 156,172 83.3%
Other equity investments* 30,248 26,124 13.9%
Total equity investments 192,012 182,296 97.2%
Cash and other net current assets 5,261 2.8%
Net assets 187,557 100.0%
* Other equity investments include six investments, each represents between 0.9% and 4.6% of NAV. These are spread across our core focus sectors and all offer
scope to scale, subject to further due diligence and pricing remaining attractive.
Portfolio of Investments
as at 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
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Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Portfolio holdings
(% of net assets)
15.5%
12.9%
10.5%
7.4%
6.9%
5.9%
5.7%
2.8%
8.7%
4.8%
5.0%
13.9%
■ Elementis
■
NCC Group
■
Ascential
■
XP Power
■
Xaar
■
Gooch and Housego
■
Spire Healthcare
■
Dialight
■
James Fisher and Sons
■
Benchmark holdings
■
Other equity investments
■
Cash and other net
current assets
Geographical revenue exposure
(% of invested capital)
35.5%
UK
US
Europe
Rest of the
World
21.9%
22.6%
20.0%
Holdings by sector
(% of net assets)
10.7%
50.8%
10.5%
25.2%
Cash and other
net current assets
Industrials
TMT
Business
Services
Healthcare
2.8%
Market capitalisation
(% of invested capital)
29.7%
39.9%
30.4%
Below £150m
£150m-£750m
Over £750m
as at 31 March 2024
As at 31 March 2024, the net assets of the Company were £187.6m.
Distribution of Investments
ODYSSEAN INVESTMENT TRUST PLC
24
The Strategic Report, set out on pages 6 to 42, contains a
review of the Company’s business model and strategy, an
analysis of its performance during the financial year ended
31 March 2024 and its future developments and details of
the principal risks and challenges it faces. In particular, the
Chairman’s Statement on pages 7 to 9 and the Portfolio
Manager’s Report on pages 10 to 21 concentrate on the
outlook for the current year and the factors likely to affect
the position of the business. The Strategic Report has been
prepared solely to provide information to shareholders to
enable them to assess how the Directors have performed
their duty to promote the success of the Company.
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 date 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 25 to 30.
Business model
Status of the Company
The Company was incorporated on 21 December 2017
and the IPO took place on 1 May 2018. It is registered
in England and Wales as a public limited company and is
an investment company within the terms of section 833
of the Companies Act 2006. The principal activity of the
Company is to carry on business as an investment trust. The
Company has been approved by HM Revenue & Customs
as an authorised investment trust under sections 1158 and
1159 of the Corporation Tax Act 2010, subject to there
being no subsequent serious breaches of regulations. In
the opinion of the Directors, the Company is directing
its affairs so as to enable it to continue to qualify for such
approval.
The Company’s shares have a listing on the premium
segment of the Official List of the FCA and trade on the
London Stock Exchange’s main market for listed securities.
The Company is a member of the AIC, a trade body which
promotes investment companies and also develops best
practice for its members.
Strategy for the year ended 31 March 2024 and Strategic
Review
Throughout the year ended 31 March 2024, the Company
continued to operate as an approved investment trust,
following its investment objective and policy.
During the year, the Board made all strategic decisions
for the Company. Odyssean Capital LLP and Frostrow
Capital LLP undertook all strategic and administrative
activities on behalf of the Board, which retained overall
responsibility.
Purpose
The purpose of the Company is to achieve predominantly
capital growth in our shareholders’ wealth over time. It
aims to achieve this by using its closed-ended structure
to invest in a concentrated number of less liquid, higher-
quality smaller quoted companies, which the Portfolio
Manager believes are undervalued and could be generating
higher returns for their shareholders. The long-term nature
of the Company’s capital enables the Portfolio Manager to
undertake constructive corporate engagement with the
underlying portfolio companies and their stakeholders,
on financial and operating performance, strategy and
sustainability, specifically ESG practices.
Sustainable improvement in a smaller quoted company’s
financial and operational performance, and ESG practices,
not only benefit the shareholders of the Company, but
also the shareholders and stakeholders in the underlying
portfolio companies.
Investment objective
The investment objective of the Company is to achieve
attractive total returns per share principally through capital
growth over a long-term period.
Investment policy
The Company’s full investment policy is set out on pages3
and 4 and contains information on the policies which the
Company follows, including in relation to borrowings,
derivatives, hedging as well as ethical and sustainability
investment restrictions. The Company invests primarily in
smaller company equities quoted on markets operated by
the London Stock Exchange, where the Portfolio Manager
believes the securities are trading below intrinsic value
and where this value can be increased through strategic,
operational, management and/or financial initiatives.
Business Review
ODYSSEAN INVESTMENT TRUST PLC
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Independent Auditor’s
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Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Any material change to the Company’s investment policy
would require the approval of shareholders by way of an
ordinary resolution at a general meeting and the approval
of the FCA. Non-material changes to the investment
policy may be approved by the Board.
Portfolio analysis
A detailed review of how the Company’s assets have been
invested is contained in the Chairman’s Statement on pages 7
to 9 and the Portfolio Manager’s Report on pages 10 to 21.
A list of all the Company’s investments is contained in the
Portfolio of Investments on page 22.
Dividend Policy
It is the Company’s policy to pursue attractive total returns
principally through growth over the long term. The Company
will comply with the investment trust rules regarding
distributable income, which require investment trusts to
retain no more than 15% of their investment income each
year. The Company will only pay the minimum dividend
required to maintain investment trust status. No dividend will
be proposed for the year ended 31 March 2024.
The Board
The Board of the Company comprises Linda Wilding
(appointed to the Board on 25October 2023) (Chairman),
Arabella Cecil, Peter Hewitt, Richard King and Neil
Mahapatra, all of whom are independent non-executive
Directors and, with the exception of Linda Wilding, served
during the whole year under review and up to the date of
signing the report. All Directors will stand for election or
re-election at the forthcoming Annual General Meeting.
Further information on the Directors can be found on
pages44 and 45.
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, inter alia, 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 Company’s key
performance indicators (“KPIs”);
● review of the performance and continuing appointment
of service providers; and
● maintenance of an effective system of oversight, risk
management and corporate governance.
Details of the principal KPIs, along with details of the principal
risks, and how they are managed, are given on page 31.
Section 172 statement
Overview
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 aim to maintaining a
reputation for high standards of business conduct and fair
treatment between the members of the Company.
Fulfilling this duty naturally supports the 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 with the pertinent
information when they first 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. 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 Section 172 are included
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
26
Business Review (continued)
in the Company’s risk register and are subject to periodic
and regular reviews and monitoring.
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 Company is
different in that as an investment trust it has no employees
and, significantly, its customers are synonymous with its
shareholders. In terms of suppliers, the Company receives
professional services from a number of different providers,
principal among them being the Portfolio Manager. 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 considerations of the longer- term consequences of
any decisions and their implications for stakeholders.
ODYSSEAN INVESTMENT TRUST PLC
27
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Stakeholder Board Engagement
Shareholders
Continued shareholder
support and engagement
are critical to existence
of the business and the
delivery of the long-
term strategy of the
Company.
The Board is committed to maintaining open channels of communication and to engage
with shareholders in a manner which they find most meaningful, in order to gain an
understanding of the views of shareholders. These include:
– Annual General Meeting – The Company welcomes and encourages attendance, voting
and participation from shareholders at the AGM, during which the Directors and the
Portfolio Manager are available to discuss issues affecting the Company and answer any
questions. The Portfolio Manager provides a presentation at the AGM on the Company’s
performance and its future outlook. The Company values any feedback and questions it
may receive from shareholders ahead of and during the AGM.
– Publications – The Annual and Half-Year Reports of the Company are made availableon
its website and the Annual Report is circulated to shareholders. These reports provide
shareholders with a clear understanding of the Company’s portfolio and financial position.
This information is supplemented by a monthly fact sheet and regular presentations which
are available on the website. Feedback and/or questions the Company receives from
the shareholders help the Company evolve its reporting, aiming to render the reports
andupdates transparent and understandable.
– Shareholder meetings – The Portfolio Manager and the Company’s Broker are in regular
contact with major shareholders. The Chairman and the other Directors are available
to meet with shareholders to understand their views on governance and the Company’s
performance where they wish to do so. Shareholders are also able to meet with the Portfolio
Manager and the Marketing Team of Frostrow Capital LLP (“Frostrow”) throughout the
year, either in person or via video conference. In advance of the shareholder Redemption
Event (see pages 8 and 42 for further information), the Chairman and the Company’s
Broker met with the Company’s principal shareholders to hear their views. The results
from all meetings between the Portfolio Manager, Frostrow, the Broker and shareholders,
and the views of the shareholders are reported to the Board on a regular basis.
– Shareholder concerns – In the event shareholders wish to raise issues or concerns
with the Directors, they are welcome to do so at any time by writing to the Chairman.
Other members of the Board are also available to shareholders if they have concerns
that have not been addressed through the normal channels. Shareholders wishing to
communicate directly with the Board should contact the Company Secretary at the
registered office address which can be found on page 101.
– Investor relations updates – At every Board meeting, the Directors receive updates
from the Company’s Broker on the share trading activity, share price performance and
any shareholders’ feedback, as well as updates from the Portfolio Manager and from
Frostrow. To gain a deeper understanding of the views of its shareholders and potential
investors, the Portfolio Manager and Frostrow also meet regularly with shareholders.
Any pertinent feedback is taken into account when Directors discuss the Company’s
share capital and any possible fundraisings. The willingness of the shareholders,
including the partners and staff of the Portfolio Manager, to maintain their holdings
over the long-term period is another way for the Board to gauge how the Company is
meeting its objectives and suggests the presence of a healthy corporate culture.
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
28
Business Review (continued)
Stakeholder Board Engagement
The Portfolio Manager
The Portfolio Manager’s
performance is critical
for the Company to
successfully deliver its
investment strategy and
meet its objective to
provide shareholders
with attractive total
return over a long-term
period.
The management of the Company’s portfolio is delegated to the Portfolio Manager, which
manages the assets in accordance with the Company’s objectives and policies. At each Board
meeting, representatives from the Portfolio Manager are in attendance to present reports to
the Directors covering the Company’s current and future activities, portfolio of assets and
its investment performance over the preceding period.
Maintaining a close and constructive working relationship with the Portfolio Manager is
crucial as the Board and Odyssean Capital both aim to continue to achieve consistent, long-
term returns in line with the Company’s investment objective. Important components in
the collaboration with the Portfolio Manager, representative of the Company’s culture, are:
– Operating in a fully supportive, co-operative and open environment and maintaining
ongoing communication with the Board between formal meetings;
– Encouraging open discussion with the Portfolio Manager, allowing time and space for
original and innovative thinking;
– Recognising that the interests of shareholders and the Portfolio Manager are for the
most part well aligned, adopting a tone of constructive challenge, balanced with robust
negotiation of the Portfolio Manager’s terms of engagement if those interests should not
be fully united;
– Drawing on Board members’ individual experience and knowledge to support the
Portfolio Manager in its monitoring of and engagement with portfolio companies; and
– Willingness to make the Board members’ experience available to support the Portfolio
Manager in the sound long-term development of its business and resources, recognising
that the long-term health of the Portfolio Manager is in the interests of shareholders in the
Company.
The management arrangements are set out in greater detail on pages 32 and 33. In addition
to the management fee, the Portfolio Manager also receives a performance fee if certain
circumstances are met. In respect of the year ended 31 March 2024, no performance fee has
been accrued (2023: £nil).
Portfolio companies
The Company invests into
available opportunities,
allocating capital across
different portfolio
companies to meet the
Company’s investment
objectives within the
pre-defined portfolio
limits and with a focus
on portfolio level
diversification.
The relationship with the Portfolio Manager is fundamental to ensuring the Company
meets its purpose. Day-to-day engagement with portfolio companies is undertaken by the
Portfolio Manager. Details of how Odyssean Capital carries out portfolio management,
as well as information on its differentiated investment approach and the structuring of
investments can be found in the Portfolio Manager’s report on pages 10 to 21. The Board
receives updates at each scheduled Board meeting from the Portfolio Manager on specific
investments including regular valuation reports and detailed portfolio and returns analyses.
Odyssean Capital’s engagement with portfolio companies incorporates recurring due
diligence reviews, active voting at their annual general meetings, discussions with their
stakeholders (including but not limited to executives, non-executives, other shareholders
and corporate advisors) and on-site visits.
In particular, the Board strongly supports the Portfolio Manager in engaging with portfolio
companies on ESG issues with the aim of improving operations, ESG standards and
performance as well as company culture.
ODYSSEAN INVESTMENT TRUST PLC
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Independent Auditor’s
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Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Stakeholder Board Engagement
Other service providers
In order to function
as an investment trust
with a premium listing
on the London Stock
Exchange, the Company
relies on a diverse range
of reputable advisers for
support in meeting all
relevant obligations.
The Company’s main functions are delegated to a number of service providers, each engaged
under separate contracts. The Board, together with Frostrow as Company Secretary,
maintains regular contact with its key external providers and receives regular reporting
from them, both through the Board and committee meetings, as well as outside of the
regular meeting cycle. Their advice and views are routinely taken into account. This regular
interaction provides an environment where issues and business developments needs can be
dealt with efficiently and collegiately.
The Audit Committee reviews and evaluates the financial reporting control environments
in place at each service provider.
Through its Management Engagement Committee, the Board formally assesses their
performance, fees and continuing appointment annually to ensure that the key service
providers continue to function at an acceptable level and are appropriately remunerated to
deliver the expected level of service.
The above mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a
regular basis at Board meetings to ensure that they remain effective.
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
30
Business Review (continued)
Key topics of engagement with stakeholders and outcomes
Key topics of engagement with investors
● Ongoing dialogue with shareholders concerning the
strategy of the Company, performance, the portfolio
and ESG issues.
● The Company’s shareholder Redemption Event.
Actions taken and principal decisions
● The Portfolio Manager, Frostrow and the Broker meet
regularly with shareholders and potential investors
to discuss the Company’s Strategy, performance, the
portfolio and any ESG issues which might be raised.
● In advance of the shareholder Redemption Event, the
Chairman and the Company’s Broker met with the
Company’s principal shareholders to hear their views.
● Shareholders are provided with performance updates
via the Company’s website as well as the usual
financial reports and monthly fact sheets.
Key topics of engagement with the Portfolio Manager on
an ongoing basis
● Portfolio composition, performance, outlook and
business updates as well as ESG engagement with
portfolio companies.
Actions taken and principal decisions
● Updates are received by the Board at every Board
meeting.
Key topics of engagement with 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 and
conversations with the Portfolio Manager. Frostrow,
as Company Secretary, has regular conversations with
all other service providers on behalf of the Board and
the Management Engagement Committee.
● This engagement is completed with the aim of
maintaining an effective working relationship and
oversight of the services provided.
Actions taken and principal decisions
● During the year, no other specific action was required
in respect of the other service providers, as the reviews
of their services have been positive and the Directors
believe that their continued appointment is in the
best interest of theCompany.
ODYSSEAN INVESTMENT TRUST PLC
31
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Business Review (continued)
Culture
The Directors agree that establishing and maintaining
a healthy corporate culture among the Board and in its
interaction with the Portfolio Manager, shareholders and
other stakeholders 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
its service providers, principally, the Portfolio Manager.
The Board strives to ensure that its culture is in line with
the Company’s purpose, values and strategy. As detailed in
the Corporate Governance Statement, the Company has
a number of policies and procedures in place to assist with
maintaining a culture of good governance including those
relating to diversity, Directors’ conflicts of interest and
Directors’ dealings in the Company’s shares. The Board
assesses and monitors compliance with these policies as well
as the general culture of the Board through Board meetings
and in particular, during the annual evaluation process
which is undertaken by each Director (for more information
see the performance evaluation section on page 53).
The Board is cognisant of the nature of companies that
the Company invests in and notes that their performance
could fluctuate while the Portfolio Manager actively
engages with them. This requires a culture of patience
from the Board, supported by an orderly, disciplined
investment management process by the Portfolio Manager.
The Board pays particular attention to Odyssean Capital’s
corporate engagement initiatives and proxy voting policies.
Additional information on the Board’s approach to ESG
matters is detailed on pages 34 and 35.
The Board seeks to appoint the best possible service
providers and evaluates their remit, performance and
cost effectiveness on a regular basis. The Board considers
the culture of the Portfolio 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 Engagement Committee.
Responsible and Sustainable Investing
It is the Board’s view that, in order to achieve long-term
success, companies need to maintain high standards of
corporate governance and corporate responsibility. More
information is given in the Portfolio Manager’s Report on
pages 10 to 21.
Climate Change
The risks associated with climate change represent an
increasingly important issue and the Board and the
Portfolio Manager are aware that the transition to a low-
carbon economy will affect all businesses, irrespective of
their size, sector or geographic location. Therefore, no
company’s revenues are immune and the assessment of such
risks must be considered within any effective investment
approach.
Key Performance Indicators (“KPIs”)
At each Board meeting, the Directors consider several
performance measures to assess the Company’s success
in achieving its objective. The KPIs used to measure the
progress and performance of the Company over time are
established industry measures. These are as follows:
Net asset value total return*
The NAV per share at 31 March 2024 was 154.4p, compared
to 160.4p per share at the end of the previous year, a decrease of
3.7% (2023: a decrease of 2.2%). The NAV total return since
the launch of the Company on 1May 2018 to 31 March 2024
was 54.4% (to 31 March 2023: 60.4%). The total return of the
DNSC (formerly NSCI) ex IC plus AIM Total Return Index
was +3.0% (to 31 March 2023: -13.4%) for the sameperiod.
A full description of the Company’s performance for the
year ended 31 March 2024 can be found in the Portfolio
Manager’s Report on pages 10 to 21.
Share price total return*
The Company’s share price at the previous year end was
164.0p and decreased to 155.5p as at 31 March 2024,
resulting in a return of -5.2% (2023: -1.2%) during the year.
Share price premium to NAV per share*
The share price premium to NAV per share changed from
2.2% at the previous year end to premium of 0.7% as at
31March 2024. During the year ended 31 March 2024,
the shares traded at an average premium to NAV per share
of 1.4% (2023: 1.1%).
Revenue return per share
In the year to 31 March 2024, the Company made a
revenue return of -0.4p per share (2023: +0.2pper share).
Ongoing charges ratio*
The Company’s ongoing charges ratio for the yearended
31March 2024 was 1.48% (2023:1.45%).
* Alternative Performance Measures (see Glossary beginning on page 89).
ODYSSEAN INVESTMENT TRUST PLC
32
Management Arrangements – Portfolio Manager
The Company is an internally managed investment
company for the purposes of the UK’s Alternative
Investment Fund Managers Directive and is its own
alternative investment fund manager. The Board is
therefore responsible for the portfolio management and
risk management functions of the Company.
Pursuant to the terms of the Portfolio Management
Agreement, the Board has delegated responsibility
for discretionary portfolio management functions to
Odyssean Capital LLP as Portfolio Manager, subject
always to the overall supervision and control of the Board.
The Company may terminate the Portfolio Management
Agreement by giving the Portfolio Manager not less than
six months’ prior written notice. The Portfolio Manager
may terminate the Portfolio Management Agreement by
giving the Company not less than six months’ prior written
notice.
Management Fee
The Portfolio Manager is entitled to receive an annual
management fee equal to the lower of: (i) 1% of the NAV
(calculated before deduction of any accrued but unpaid
management fee and any performance fee) per annum; or
(ii) 1% per annum of the Company’s market capitalisation.
The annual management fee is calculated and accrues daily
and is payable quarterly in arrears.
The Portfolio Manager is also entitled to reimbursement
for all costs and expenses properly incurred by it in the
performance of its duties under the Portfolio Management
Agreement.
Performance Fee
In addition, the Portfolio Manager is entitled to a
performance fee in certain circumstances.
The Company’s performance is measured over rolling
three-year periods ending on 31 March each year (each a
“Performance Period”), by comparing the NAV total return
per ordinary share over a Performance Period against the
total return performance of the DNSC (formerly NSCI)
ex IC plus AIM Total Return Index (the “Comparator
Index”). The first Performance Period ran from IPO to
31March 2021.
A Performance Fee is payable if the NAV per ordinary share
at the end of the relevant Performance Period adjusted
to: (i)addbackthe aggregate value of any dividends per
ordinary share paid (or accounted as paid for the purposes
of calculating the NAV) to shareholders during the
relevant Performance Period; and (ii) exclude any accrual
for unpaid Performance Fee accrued in relation to the
relevant Performance Period) (the “NAV Total Return per
Share”) exceeds both:
i) the NAV per share on the first business day of a
Performance Period; in each case as adjusted by
the aggregate amount of (i) the total return on the
Comparator Index (expressed as a percentage); and
(ii) 1% per annum over the relevant Performance
Period (the “Target NAV per Share”);
ii) the highest previously recorded NAV per share as
at the end of the relevant Performance Period in
respect of which a Performance Fee was last paid (the
“High-Water Mark”); and
iii) with any resulting excess amount being known as the
“Excess Amount”.
The Portfolio Manager will be entitled to 10% of the
Excess Amount multiplied by the time weighted average
number of ordinary shares in issue during the relevant
Performance Period to which the calculation date relates.
The Performance Fee will accrue daily.
Payment of a Performance Fee that has been earned
will be deferred to the extent that the amount payable
exceeds 1.75% per annum of the NAV at the end of the
relevant Performance Period (amounts deferred will be
payable when, and to the extent that, following any later
Performance Period(s) with respect to which a Performance
Fee is payable, it is possible to pay the deferred amounts
without causing that cap to be exceeded or the relevant
NAV total return per share to fall below both the relevant
target NAV per share and the relevant High-Water Mark
for such Performance Period, with any amount not paid
being retained and carried forward).
Subject at all times to compliance with relevant regulatory
and tax requirements, any performance fee paid or payable
shall be satisfied in cash and the Portfolio Manager shall,
as soon as reasonably practicable following receipt of
such payment, use 50% of such performance fee payment
to make market purchases of ordinary shares (rounded
down to the nearest whole number of ordinary shares)
within four months of the date of the performance fee
payment as a collective group rather than as individuals.
The collective group includes Ian Armitage, Harwood
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
33
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Business Review (continued)
Capital Management Limited, Stuart Widdowson and
EdWielechowski.
Each such tranche of shares acquired by the Portfolio
Manager will be subject to a lock-up undertaking for a
period of three years post issuance or acquisition (subject
to customary exceptions).
At no time shall the Portfolio Manager (and/or any
persons deemed to be acting in concert with it for the
purposes of the Takeover Code) be obliged, in the absence
of a relevant whitewash resolution having been passed in
accordance with the Takeover Code, to receive, or acquire,
further ordinary shares where to do so would trigger a
requirement to make a mandatory offer pursuant to Rule9
of the Takeover Code. Where any restriction exists on
the issuance of further ordinary shares to the Portfolio
Manager, the relevant amount of the Performance Fee may
be paid in cash.
Based on the performance of the Company to 31 March
2024, no performance fee has beenaccrued in respect of the
year ended 31 March 2024 (2023: no performance fee).
Administrator, Company Secretary, Investor
Relations and Marketing Adviser
Frostrow Capital LLP (“Frostrow”) has been appointed as
the Company’s Administrator and Company Secretary as
well as Investor Relations and Marketing Adviser. Frostrow
is an independent provider of services to the investment
companies sector and currently has a total of 15 investment
company clients whose assets totalled approximately
£9.7billion as at the date of this report.
Administrative, company secretarial and marketing services
are provided by Frostrow under an agreement dated
23June 2020. An annual administration and management
services fee of 22.5 basis points of the market capitalisation
of the Company up to (but not including) £150 million,
charged monthly in arrears, is payable. Frostrow’s fees will
reduce from 22.5 basis points to 20 basis points on market
capitalization of the Company in excess of £150 million
in size up to and including £500 million, and to 17.5 basis
points on market capitalisation in excess of £500 million.
The agreement may be terminated by either party on
sixmonths’ written notice.
Custodian
RBC Investor Services Trust (“RBC”) was appointed as
the Company’s Custodian pursuant to an agreement dated
22 March 2018. RBC was responsible for, inter alia, the
safekeeping and custody of the Company’s assets, investments
and cash, processing transactions and foreign exchange
services, if necessary. On 3 July 2023, CACEIS completed
the acquisition of RBC Investor Services’ activities in
Europe and Malaysia, which have been rebranded CACEIS
Investor Services Bank S.A. (“CACEIS”). Subsequently on
23 March 2024, the Company’s client accounts held with
RBC were migrated to CACEIS Bank. The Company and
the Custodian may terminate the Custody Agreement with
90days’ written notice.
PortfolioManager Evaluation and Continuing
Appointment
The Board keeps the ongoing performance of the Portfolio
Manager under continual review and the Management
Engagement Committee conducts an annual appraisal
of the Portfolio Manager’s performance and makes a
recommendation to the Board about the continuing
appointment of the Portfolio Manager.
The Management Engagement Committee has reviewed
Odyssean’s performance, with respect to their provision
of portfolio management and other services. Due
consideration was given to the quality and continuity of its
personnel, succession planning and investment processes.
Alongside the performance review, the Committee
completed an appraisal of the terms of the Portfolio
Management Agreement to ensure that the terms remained
competitive and in the interest of the Company. The
Portfolio Manager has executed the investment strategy
according to the Board’s expectations and it is the opinion
of the Directors that the continuing appointment of the
Portfolio Manager on the terms agreed is in the interests of
shareholders as a whole.
Frostrow’s Evaluation and Continuing
Appointment
The review of the performance of Frostrow as
Administrator, Company Secretary and Investor Relations
and Marketing Adviser is a continuous process carried out
by the Board and a formal evaluation was undertaken by
the Management Engagement Committee in May 2024.
The Board believes that the continuing appointment of
Frostrow Capital LLP under the terms described above, is
in the interests of shareholders. In coming to this decision,
the Board also took into consideration the quality and
depth of experience of the management, administrative
and company secretarial team that Frostrow allocates to
the Company.
ODYSSEAN INVESTMENT TRUST PLC
34
Company Promotion
The Company has appointed Frostrow to promote the
Company’s shares to professional investors in the UK and
Ireland. As investment company specialists, the Frostrow
team provides a continuous, pro-active marketing,
distribution and investor relations service that aims
to promote the Company by encouraging demand for
theshares.
Frostrow actively engages with professional investors,
typically discretionary wealth managers, some institutions
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.
Frostrow arranges and manages 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
decision makers within large multi-office groups, as well as
small independent organisations. Some of these meetings
involve Odyssean Capital LLP, but most of the meetings
do not, which means the Company is being actively
represented both to existing and potential investors, while
the Portfolio Manager concentrates on the portfolio.
The Company also benefits from involvement in the regular
professional investor seminars run by Frostrow in major
centres, notably London and Edinburgh, and webinars
which are focused on buyers of investment companies.
Frostrow produces many key corporate documents,
monthly factsheets, annual and half-yearly reports.
All Company information and invitations to investor
events, including updates from the Portfolio Manager on
portfolio and market developments, are regularly emailed
to a growing database, overseen by Frostrow, consisting of
professional investors.
Frostrow maintains close contact with all the relevant
investment trust broker analysts, particularly those from
Winterflood Securities Limited, the Company’s corporate
broker, but also others who publish and distribute
research on the Company to their respective professional
investorclients.
The Company further benefits from 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, which account for a significant proportion of
the Company’s share register.
Employees, Human Rights, Social and
CommunityIssues
The Board recognises the requirement under Companies
Act 2006 to detail information about human rights,
employees and community issues, including information
about any policies it has in relation to these matters and
the effectiveness of these policies. These requirements do
not apply to the Company as it has no employees, all the
Directors are non-executive and it has outsourced all its
functions to third party service providers. The Company
has therefore not reported further in respect of these
provisions, however, it does expect its service providers and
portfolio companies to respect these requirements.
Integrity and Business Ethics
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 the above. The
Board’s expectations are that its principal service providers
have similar governance policies in place. The Company
Secretary, on behalf of the Board, will seek assurances from
service providers on a regular basis.
Environmental, Social and Governance (“ESG”)
issues
The Company has no employees, property or activities
other than investments, so its direct environmental
impact is minimal. In carrying out its activities and in its
relationships with service providers, the Company aims to
conduct itself responsibly, ethically and fairly.
The Board is comprised entirely of non-executive Directors
and the day-to-day management of the Company’s business
is delegated to the Portfolio Manager. The Portfolio
Manager aims to be a responsible investor and believes it
is important to invest in companies that act responsibly in
respect of environmental, ethical and social issues.
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
35
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Business Review (continued)
The Portfolio Manager is specifically looking to invest
in companies which have average or above average ESG
characteristics or practices, but where improvement
potential exists. Being mindful of the smaller company
nature of many of the portfolio companies, the Portfolio
Manager has a pragmatic engagement approach, focused
on dialogue with portfolio companies around their
performance, disclosure and general practices compared
with best-in-class peers, and seeking positive changes
in specific areas. The Portfolio Managers will not invest
in non-ethical or unsustainable businesses as set out on
pages3 and 4.
The Directors believe that proxy voting is an important
part of the corporate governance process. It is the policy
of the Company to vote at all shareholder meetings of
investee companies, and the Board has delegated voting
activities to the Portfolio Manager. The Portfolio Manager
follows relevant regulatory requirements with an aim to
make voting decisions which will best support growth in
shareholder value and will commonly take into account
best practices regarding corporate governance, board
composition, remuneration and ESG issues. The Portfolio
Manager also provides the Directors with a six-monthly
update regarding the voting decisions made in respect of
the investee companies.
Taskforce for Climate-Related Financial
Disclosures (“TCFD”)
The Company notes the TCFD recommendations on
climate-related financial disclosures. The Company is an
investment trust with no employees, internal operations or
property and, as such, it is exempt from the Listing Rules
requirement to report against the TCFD framework.
Modern Slavery Act 2015
The Company does not provide goods or services in the
normal course of business, and as a financial investment
vehicle does not have customers. The Directors do not
therefore consider that the Company is required to make a
statement under the Modern Slavery Act 2015 in relation
to slavery or human trafficking.
The Company’s suppliers are typically professional advisers
and the Company’s supply chains are considered to be low
risk in this regard.
In light of the nature of the Company’s business there are
no relevant human rights issues and the Company does not
have a human rights policy.
ODYSSEAN INVESTMENT TRUST PLC
36
Risk Management
Principal Risks, Emerging Risks and Risk
Management
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 identification,
evaluation and management of the of the principal risks
faced by the Company and the Audit Committee, on
behalf of the Board, has established a process for the
regular review of these risks and their mitigation. This
process accords with the UK Governance Code and the
FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting.
During the year ended 31 March 2024, the Audit
Committeehas again 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 acceptable level. The
Committee was satisfied with the controls that are in place.
Further details, including 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 on
pages 37 to 41.
Internal Control Review
The Board is also responsible for the internal controls relating
to the Company, including the reliability of the financial
reporting process, and for reviewing their effectiveness.
Key procedures established with a view to providing
effective financial control, have been in place throughout
the year ended 31 March 2024 and up to the date of this
Report. The internal control systems are designed to
ensure that proper accounting records are maintained, that
the financial information on which business decisions are
made and which are issued for publication is reliable and
that the assets of the Company are safeguarded.
The risk management process and systems of internal
control are designed to manage rather than eliminate
the risk of failure to achieve the Company’s investment
objective. It should be recognised that such systems can
only provide reasonable, not absolute, assurance against
material misstatement or loss.
The Directors have carried out a review of the effectiveness
of the Company’s risk management and internal control
systems as they have operated during the year and up to
the date of approval of this Report. There were no matters
arising from this review that required further investigation
and no significant failings or weaknesses were identified.
Internal Control Assessment Process
Robust risk assessments and reviews of internal controls
are undertaken regularly in the context of the Company’s
overall investment objective. During the year, the Board –
through the Audit Committee and together with Frostrow
– has confirmed its risk management controls under the
key headings of: Corporate Strategy; Accounting, Legal
and Regulatory; Operational; Investment and Business
Activities. In evaluating the risks the Company faces, the
Board has considered the Company’s operations in the
light of the following factors:
– the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
– the threat of such risks becoming reality;
– the Company’s ability to reduce the incidence and
impact of risk on its performance;
– the cost to the Company and benefits related to the
review of risk and associated controls of the Company;
and
– the extent to which the third parties operate the
relevant controls.
A risk matrix helps to monitor the risks which have been
identified and the controls in place to mitigate those risks.
The risks are assessed on the basis of the likelihood of
them happening, the impact on the business if they were
to occur and the effectiveness of the controls in place to
mitigate them. This risk register is reviewed by the Audit
Committee regularly at every meeting.
Most of the day-to-day management functions of the
Company are sub-contracted, and the Directors therefore
obtain regular assurances and information from key third
party suppliers regarding the internal systems and controls
operating in their organisations. In addition, each of the
third parties is requested to provide a copy of its report on
internal controls each year, which is reviewed by the Audit
Committee.
ODYSSEAN INVESTMENT TRUST PLC
37
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Risk Management (continued)
Principal risks and uncertainties Key mitigation
Investment performance is not comparable to the
expectations of investors
Consistently poor performance could lead to a fall in the
share price and a widening of the discount. The success of
the Company depends on the Portfolio Manager’s ability
to identify, acquire and realise investments in accordance
with the Company’s investment policy. This, in turn,
depends on the ability of the Portfolio Manager to apply
its investment processes and identify suitable investments.
The Board reviews and discusses the Company’s
performance against its investment objective and policy,
and assesses performance in comparison to industry peers
and the broader comparative market. The Board also keeps
the performance of the Portfolio Manager under continual
review, along with a review of significant stock decisions
and the overall rationale for holding the current portfolio.
In addition, the Management Engagement Committee
conducts an annual appraisal of the Portfolio Manager.
Share price performance
The market price of the Company’s shares, like shares in
all investment companies, may fluctuate independently
of the NAV and therefore may not reflect the underlying
NAV of the shares. The shares could trade at a discount or
premium to NAV at different times, depending on factors
such as market conditions, investors’ perceptions of the
merits of the Company’s objective and investment policy,
supply and demand for the shares and the extent investors
value the activities of the Company and/or the Portfolio
Manager.
The Board monitors the relationship between the share
price and the NAV, including regular review of the level
of discount relative to that of companies in the sector. The
Company has taken powers to re-purchase shares and will
consider doing so to reduce the volatility of any share price
discount. The Company has also taken powers to issue
shares (only at a premium to NAV) to provide liquidity
to the market to meet investor demand by way of issue of
further shares.
No share buybacks were undertaken during the year. The
Company issued a total of 8,507,000 new shares through
tap issuances.
The Board and the portfolio management team all own
shares in the Company, by way of aligning their own
interests with those of all other shareholders. The Directors
invest their Directors’ fees in shares and the Portfolio
Manager invests at least 50% of any performance fee in
shares. For more details about the performance fee, please
see pages 32 and33.
In addition, in the seventh year following the IPO (and
every seventh year thereafter), the Board has and will
continue to provide shareholders with an opportunity to
realise their shares at the applicable NAV.
ODYSSEAN INVESTMENT TRUST PLC
38
Risk Management (continued)
Principal risks and uncertainties Key mitigation
Portfolio Manager – loss of personnel or reputation
The identification and selection of investment
opportunities and the management of the day-to-day
activities of the Company depends on the diligence,
skill, judgement and business contacts of the Portfolio
Manager’s investment professionals and the information
and deal flow they generate during the normal course of
their activities. The Company’s future success depends
on the continuing ability of these individuals to provide
services and the Portfolio Manager’s ability to strategically
recruit, retain and motivate new talented personnel as
required. The departure of some or all of the Portfolio
Manager’s investment professionals could prevent the
Company from achieving its investment objective and
give rise to a significant public perception risk regarding
the potential performance of the Company.
The Board maintains a good level of communication and
has a good relationship with the Portfolio Manager, and
regularly reviews the Portfolio Manager’s performance
at Board meetings. The Portfolio Manager’s Compliance
Officer also reports to the Board regularly and the Portfolio
Manager would report to the Board immediately in the
event of any change in key personnel.
Odyssean Capital LLP as Portfolio Manager has appointed
an investment team consisting of Stuart Widdowson and
Ed Wielechowski, both of whom are very experienced in
managing the portfolio in accordance with the Company’s
principles and investment strategy.
Material changes within the Portfolio Manager’s
organisation
Material changes could occur within the Portfolio
Manager’s organisation or its affiliates which are to the
detriment of the Company’s standing in respect of its
competitors and its profitability.
The Portfolio Manager has advance notice of any material
changes within its organisation and would report to the Board
immediately in the event of any such changes, including
within its organisation and affiliates or to its key personnel.
ODYSSEAN INVESTMENT TRUST PLC
39
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Risk Management (continued)
Principal risks and uncertainties Key mitigation
Reliance on the performance of third party service
providers
The Company has no employees and the Directors have
been appointed on a non-executive basis. The Company
is reliant upon the performance of third party service
providers for its executive function. Failure by any service
provider to carry out its obligations to the Company in
accordance with the terms of its appointment could have
a material adverse effect on the operation of the Company.
This encompasses disruption or failure caused by cyber
crime or a pandemic and covers dealing, trade processing,
administrative services, financial and other operational
functions.
The Board has appointed third party service providers with
relevant experience. Each third party service provider is
monitored by the Board and their roles are evaluated at least
annually by the Management Engagement Committee.
The Board further receives a monthly report from Frostrow,
which includes details of compliance with applicable
law and regulations; reviews internal control reports and
key policies of its service providers; has considered the
increased risk of cyber-attacks and has received assurances
from its service providers regarding the controls in place;
and maintains a risk matrix with details of risks to which
the Company is exposed, the approach to those risks,
key controls relied on and the frequency of the controls
operation.
UK Regulatory Risk
The regulatory environment in which the Company
operates changes materially, affecting the Company’s
operations.
The Board monitors regulatory change with the assistance
of Frostrow and external professional advisers to ensure that
the Board is aware of any likely changes in the regulatory
environment and will be able to adapt as required.
UK Legal Risk
The Company and/or the Directors fail to comply with
legal requirements in relation to FCA dealing rules and
procedures, the UK AIFMD, the Listing Rules, the
Companies Act 2006, relevant accounting standards,
the Bribery Act 2010, the Criminal Finances Act
2017, GDPR, tax regulations or any other applicable
regulations.
The Board monitors regulatory change with the assistance of
its external professional advisers to ensure compliance with
applicable laws and regulations including the Companies
Act 2006, the UK AIFM Rules, the Corporation Tax Act
2010 (“Section 1158”), the Market Abuse Regulation
(“MAR”), the Disclosure Guidance and Transparency
Rules (“DTRs”) and the FCA’s Listing Rules.
The Board reviews compliance reports and internal control
reports provided by its service providers, as well as the
Company’s financial statements and revenue forecasts.
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.
ODYSSEAN INVESTMENT TRUST PLC
40
Risk Management (continued)
Principal risks and uncertainties Key mitigation
Governance Risk
Poor adherence to corporate governance best practice or
errors or irregularities in published information could
lead to censure and/or result in reputational damage to
the Company.
The Board reviews all information supplied to shareholders
and Frostrow’s marketing activity at each meeting.
Details of the Company’s compliance with corporate
governance best practice, including information on
relationships with shareholders, are set out in the Corporate
Governance Report in the Annual Report.
ESG and Climate Change Risk
Risks related to the environment, social issues and
governance such as the impact of climate change or
bad governance of portfolio companies could have an
adverse impact on the portfolio companies’ operational
performance.
At every Board meeting, the Board receives ESG updates,
which include information on any climate change and
governance related engagement, from the Portfolio
Manager together with monthly portfolio updates. The
Board challenges the Investment Manager on ESG matters
to ensure that the portfolio companies are acting in
accordance with the Board’s ESG approach.
The Portfolio Manager supports the UK Stewardship
Code and actively engages with portfolio companies on
ESG matters including climate change.
Details of the Portfolio Manager’s ESG approach can
be found in the Portfolio Manager’s Report and on the
Company’s website at www.oitplc.com.
Furthermore, the Board has decided to hold some of
its meetings, when possible, not in person but via video
conference, to save on travel and reduce the Directors’
carbon footprints on behalf of the Company.
ODYSSEAN INVESTMENT TRUST PLC
41
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Risk Management (continued)
Emerging Risks
The Company has carried out a detailed assessment of
its emerging and principal risks. The International Risk
Governance Council’s definition of an “emerging” risk is
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 the Company’s risk register
at its half-yearly meetings. Emerging risks are discussed in
detail as part of this process to try to ensure that emerging
as well as well-known risks are identified and mitigated as
far as possible.
Any emerging risks and mitigations are added to the risk
register, an example being conflict in the Middle East,
which may result in supply emergencies, distribution
problems and price increases ensued and the Board and
all its advisers continue to keep developments under
closereview.
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
Portfolio Manager, Frostrow and the Company’s brokers.
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 and factors likely to affect the Company’s
performance are reviewed and discussed at each Board
meeting.
The Company’s financial statements for the year
ended 31 March 2024 have been prepared on a going
concern basis.
In reaching this conclusion, the Board has considered a
detailed assessment of the Company’s ability to meet its
liabilities as they fall due, including tests which modelled
the effects of substantial falls in markets and significant
reductions in market liquidity, on the Company’s NAV,
its cash flows and expenses. The assessments also factored
in the Company’s Redemption Event (see pages 8 and 42
for further information), and the ongoing and potential
further risks arising from the conflicts in Ukraine and the
Middle East. Further information is also provided in the
Audit Committee Report beginning on page 56.
Based on the information available to the Directors at
the date of this report, including the results of these stress
tests, the conclusions drawn in the Viability Statement,
the Company’s cash balances, and the liquidity of the
Company’s listed investments, the Directors are satisfied
that the Company has adequate financial resources to
continue in 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 financial statements.
Longer-Term Viability Statement
In accordance with the UK Corporate Governance Code,
the Directors have carefully assessed the Company’s
position and prospects as well as the principal risks 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 the next three financial years. The
Board has chosen a three-year horizon in view of the
long-term nature and outlook adopted by the Investment
Manager when making investment decisions.
To make this assessment and in reaching this conclusion,
the Audit Committee has considered the Company’s
financial position and its ability to liquidate its portfolio
and meet its liabilities as they fall due:
– the portfolio is principally comprised of investments
listed and traded on stock exchanges. These are actively
traded and, whilst perhaps less liquid than larger
quoted companies, the portfolio is well diversified;
– the portfolio is typically run with a net cash position
and as a result there is ample liquidity on a day-to-day
basis for the Company to meet its obligations;
– 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
ODYSSEAN INVESTMENT TRUST PLC
42
Risk Management (continued)
– the Company has no employees, only its non-
executive Directors. Consequently, it does not have
redundancy or other employment related liabilities or
responsibilities.
Redemption Event
As set out in the Company’s Prospectus, the Board has
committed to provide shareholders with an opportunity
to elect to realise the value of their ordinary shares at
close to NAV during the seventh year following the initial
admission of the Company’s shares. The details of the first
realisation opportunity were published on 21 May 2024.
The Board noted that the Company’s share price has
frequently traded at premium to NAV per share, and
demand for its shares remains strong. This is demonstrated
by the issuance of 8.5 million ordinary shares in the year
ended 31 March 2024, and nearly 29 million shares since
the Annual General Meeting in September 2021.
Following an extensive programme of meetings with
the Company’s major shareholders, it was the Board’s
expectation that the number of shares that would be
elected for realisation would be small and would not
impact the Company in any material way. This was proved
correct as on 5 June the Company announced that 785,596
shares had been tendered by shareholders, representing
0.6% of the Company’s issued share capital. On 7 June,
the Company announced that all of these shares had been
resold to institutional shareholders. As a result, the share
count of the Company has remained flat.
The Audit Committee, as well as considering the potential
impact of the Company’s principal risks and various severe
but plausible downside scenarios, has also considered the
following assumptions in considering the Company’s
longer-term viability:
– there will continue to be demand for investment trusts;
– the Board and the Portfolio Manager will continue to
adopt a long-term view when making investments;
– the Company invests principally in the securities of
UK listed companies to which investors will wish to
continue to have exposure;
– 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 ongoing and potential further risks arising from the
conflicts in Ukraine and the Middle East were also factored
into the key assumptions made by assessing its impact on
the Company’s key risks and whether they had increased in
their potential to affect the normal, favourable and stressed
market conditions.
Looking to the Future
The Board concentrates its attention on the Company’s
investment performance and Odyssean Capital LLP’s
investment approach and on factors that may have an
effect on this approach.
The Board is regularly updated by Frostrow Capital LLP
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 year ended 31 March 2024,
its performance and the outlook for the Company can be
found in the Chairman’s Statement beginning on page 7 and
in the Portfolio Manager’s Report beginning on page 10.
The Company’s overall strategy remains unchanged.
Approval
This Strategic Report has been approved by the Board of
Directors and signed on its behalf by:
Linda Wilding
Chairman
11 June 2024
ODYSSEAN INVESTMENT TRUST PLC
43
Governance
GOVERNANCE
44 Board of Directors
46 Directors’ Report
50 Corporate Governance Statement
56 Audit Committee Report
59 Directors’ Remuneration Report
63 Statement of Directors’ Responsibilities
ODYSSEAN INVESTMENT TRUST PLC
44
Board of Directors
as at 31 March 2024
Linda Wilding
Chairman
Linda is currently a non-executive director of Balanced Commercial Property Trust
Limited, Sherborne Investors (Guernsey) C Limited and Wesleyan Assurance Society
and has held a number of non-executive director roles previously including on the boards
of Electra Private Equity plc and UDG Healthcare plc.
The majority of Linda’s executive career was spent within the private equity division at
Mercury Asset Management plc. She is a Chartered Accountant and holds a PhD in
Biochemistry.
Date of appointment: 25 October 2023 and appointed as Chairman with effect from
31March 2024
Shareholding in the Company: 108,500
Standing for Election: Yes
Arabella Cecil
Senior Independent Director and Chairman of the Nomination Committee
Arabella began working in finance in 1987, training in Milan and Paris before CL-Laing
in London, where she headed the firm’s Extel-rated food producers research team.
From 1996, she worked as a freelance photojournalist and filmmaker, and in 1998, she
founded a media company which specialised in the IMAX
TM
format. Between 2008 and
2012, she worked for Culross Global Management, ultimately as a member of the firm’s
Investment and Risk Committees. In 2012, she co-founded BACIT Limited serving as
Chief Investment Officer, and from 2015, as a non-executive director until the company
became Syncona. She served as Chief Investment officer of Syncona’s fund portfolio until
April 2019.
Date of appointment: 31 January 2018
Shareholding in the Company: 201,408
Standing for Re-election: Yes
Peter Hewitt
Chairman of the Management Engagement Committee
Peter has over 36 years’ investment management experience. In 1983, he joined Ivory &
Sime managing first US equities and then moving onto UK smaller companies from 1987
to 1992. He then focused on management of UK pension fund accounts until 1996. He
moved to Murray Johnstone as Head of UK Equities with a focus on UK income funds.
In 2000, he re-joined Friends Ivory & Sime and specialised in management of investment
trust funds and products.
In 2008, he launched BMO Managed Portfolio Trust (now called CT Global Managed
Portfolio Trust PLC following the acquisition of BMO Financial Group's European asset
management business by Columbia Threadneedle) onto the London Stock Exchange
and remains the current investment manager of the company.
Date of appointment: 31 January 2018
Shareholding in the Company: 35,000
Standing for Re-election: Yes
ODYSSEAN INVESTMENT TRUST PLC
45
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Board of Directors (continued)
Richard King
Chairman of the Audit Committee
Richard spent 35 years with Ernst and Young LLP (EY) becoming deputy managing
partner of UK & Ireland and a member of both the Europe, Middle East, India and
Africa (EMEIA) Board and Global management group. Since leaving EY, Richard has
been involved either as chairman or non-executive director on a variety of private and
public companies and has been involved in company disposals in excess of £400 million.
Richard is the Chair of Trustees for the Willow Foundation, Chair of Finance, Audit
and Risk at FareShare and Ark Schools, and a partner of Rockpool Investments LLP and
Beach Private Equity LLP.
Date of appointment: 21 December 2017
Shareholding in the Company: 95,700
Standing for Re-election: Yes
Neil Mahapatra
Independent Non-Executive Director
Neil has over 20 years finance and investment experience. He began his career in
investment banking at Morgan Stanley. In 2008, he joined J. Rothschild Capital
Management, where led the private investment activities for Lord Rothschild and RIT
Capital Partners plc.
In 2013, Neil established Kingsley Capital Partners LLP, a family office backed private
investment firm that creates and builds businesses from inception. Through Kingsley,
Neil has created numerous companies across different sectors, including FTSE-listed
biotechnology firm Oxford Cannabinoid Technologies and UK wholesale fibre internet
business Spring Fibre.
Outside of work, Neil is Chair of the MASS Design Group, working with the two
founders for over a decade to grow the organisation into one of the leading architecture
& design firms in the world.
Date of appointment: 3 April 2023
Shareholding in the Company: 16,700
Standing for Re-election: Yes
ODYSSEAN INVESTMENT TRUST PLC
46
The Directors are pleased to present the Annual Report
and Financial Statements for the year ended 31 March
2024. In accordance with Companies Act 2006 (as
amended), the Listing Rules and the Disclosure Guidance
and Transparency Rules, the Corporate Governance
Statement, Directors’ Remuneration Report, Report from
the Audit Committee and the Statement of Directors’
Responsibilities should be read in conjunction with
one another, and the Strategic Report. As permitted by
legislation, some of the matters normally included in
the Directors’ Report have instead been included in the
Strategic Report, as the Board considers them to be of
strategic importance.
Directors
The Directors in office during the year and at the date of
this report, and their biographical details, are shown on
pages 44 and 45.
None of the Directors or any persons connected with them
had a material interest in the transactions and arrangements
of, or the agreement with, the Portfolio Manager during
the year.
Performance and outlook
A summary of the Company’s performance during the year
ended 31 March 2024 and the outlook for the forthcoming
year is set out in the Strategic Report on pages 6 to 42.
Corporate governance
The Company’s Corporate Governance Statement, which
includes the Company's Corporate Governance policies, is
set out on pages 50 to 55 and forms part of this report.
Details regarding independent professional advice,
insurance and indemnity are set out in the statement on
pages 54 and 55.
Share capital
Share issues
At the AGM held on 21 September 2023, the Directors
were granted authority to issue up to 23,361,410 ordinary
shares, being 20% of the ordinary shares in issue at the time
of the passing of the resolution. Proposals for the renewal
of the Directors' authority to issue shares will be set out in
the Notice of the forthcoming AGM.
On 8 February 2024, the Company was granted a new
block listing of 5.0 million ordinary shares, to be listed
to the premium segment of the Official List of the FCA
and admitted to trading on the premium segment of the
LSE’s main market. During the year ended 31 March 2024,
8.5million shares were issued under available block listings.
As at the date of this report, a balance of 4,622,500million
shares remain under its block listing dated 8 February 2024.
During the year ended 31 March 2024, a total of 8,507,000
new shares were issued under the Company's block listings
dated 8 February 2024.
Since the year end up to 10 June 2024, the latest practicable
date prior to the publication of this report, 2,075,000 new
shares were issued to the market.
Purchase of own shares
At the AGM held on 21 September 2023, the Directors
were granted the authority to buy back up to 17,509,377
ordinary shares, being 14.99% of the ordinary shares in
issue at the time of the passing of the resolution.
No shares were bought back during the year and up to
the date of this report. Proposals for the renewal of the
Directors' authority to buy back shares will be set out in
the Notice of AGM.
Current share capital
As at 31 March 2024, there were 121,452,053 ordinary
shares in issue. No shares are held in treasury, therefore the
total voting rights of the Company as at 31 March 2024
was 121,452,053.
There are no restrictions concerning the transfer of
securities in the Company or on voting rights; no special
rights with regard to control attached to securities; no
agreements between holders of securities regarding their
transfer known to the Company; and no agreements
which the Company is party to that might affect its control
following a successful takeover bid.
Directors’ Report
ODYSSEAN INVESTMENT TRUST PLC
47
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Substantial shareholdings
The Company was aware of the following interests in the
voting rights of the Company:
31 March 2024
Shareholder
Number of
ordinary
shares held
% of voting
rights
Harwood Capital 17,788,227 14.65
Cazenove Capital
Management 8,937,969 7.36
RBC Brewin Dolphin,
stockbrokers 7,110,835 5.85
Close Brothers Asset
Management 7,071,671 5.82
Mr Ian Armitage 7,026,922 5.79
Raymond James
Investment Services 8,975,989 4.92
Investec Wealth &
Investment 5,596,848 4.61
Charles Stanley 5,238,273 4.31
AJ Bell, stockbrokers (EO) 5,171,706 4.26
Interactive Investor (EO) 5,105,947 4.20
JM Finn, stockbrokers 4,854,294 4.00
Hargreaves Lansdown,
stockbrokers (EO) 4,753,191 3.91
31 May 2024
Shareholder
Number of
ordinary
shares held
% of voting
rights
Harwood Capital 17,788,227 14.46
Close Brothers Asset
Management 7,759,179 6.31
Cazenove Capital
Management 7,580,443 6.16
Mr Ian Armitage 7,026,922 5.71
RBC Brewin Dolphin,
stockbrokers 6,919,673 5.63
Raymond James
Investment Services 6,441,607 5.24
Charles Stanley 5,554,125 4.52
Interactive Investor (EO) 5,331,177 4.34
Hargreaves Lansdown,
stockbrokers (EO) 4,963,782 4.04
AJ Bell, stockbrokers (EO) 4,883,766 3.97
JM Finn, stockbrokers 4,841,867 3.94
Investec Wealth &
Investment 4,790,074 3.90
EO = execution only
Interests of key management personnel in the shares of the
Company as at 31 March 2024:
Ordinary
Shares
% of voting
rights
Stuart Widdowson 1,171,425 1.04
Ed Wielechowski 597,805 0.53
Beneficial Owners of Ordinary Shares –
Information Rights
The beneficial owners of ordinary shares who have 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 rather than to the
Company’s registrar, Equiniti, or to the Company directly.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual
Report or a cross-reference table indicating where the
information is set out. The information required under
Listing Rules 9.8.4(5) and 9.8.4(6) in relation to Peter
Hewitt waiving his Director’s fee is set out on page 60. The
Directors confirm that there are no additional disclosures
to be made in relation to Listing Rule 9.8.4.
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 of the Company, from accepting,
soliciting, paying, offering or promising to pay or authorise
any payment, public or private, in the United Kingdom or
abroad to secure any improper benefit for themselves or for
the Company.
The Board applies the same standards to its service
providers in their activities for the Company.
A copy of the Company’s Anti Bribery and Corruption
Policy can be found on its website at www.oitplc.com. The
policy is reviewed annually by the Audit Committee.
Directors’ Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
48
Directors’ Report (continued)
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal
Finances Act 2017, the Board has adopted a zero-tolerance
approach to the criminal facilitation of tax evasion. A copy
of the Company’s policy on preventing the facilitation
of tax evasion can be found on the Company’s website
www.oitplc.com. The policy is reviewed annually by the
Audit Committee.
Political Donations
The Company has not made any political donations in the
past, nor does it intend to do so in the future.
Global Greenhouse Gas Emissions for the Year
ended 31 March 2024
The Company is an investment trust, with neither
employees nor premises, nor has it any financial or
operational control of the assets which it owns. Its
operations are entirely outsourced to third party providers
and therefore it has no greenhouse gas emissions to report
from its operations nor does it have responsibility for any
other emissions producing sources under the Companies
Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013, including those within the Company’s
underlying investment portfolio. Consequently, the
Company consumed less than 40,000 kWh of energy
during the year in respect of which the Directors’ Report
is prepared and therefore is exempt from the disclosures
required under the Streamlined Energy and Carbon
Reporting criteria.
The Directors have decided to hold some of the Company's
meetings not in person but via video conference when
possible, to save on travel and reduce their carbon
footprints on behalf of the Company.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange
of information commissioned by the Organisation
for Economic Cooperation and Development and
incorporated into UK law by 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 will be an annual requirement going forward.
The Registrars, Equiniti Limited, have been engaged to
collate such information and file the reports with HMRC
on behalf of the Company.
Other Statutory Information
The following information is disclosed in accordance with
the Companies Act 2006:
– The rules on the appointment and replacement of
directors are set out in the Company’s articles of
association (the “Articles”). A change to the Articles
would be governed by the Companies Act 2006.
– Subject to the provisions of the Companies Act
2006, to the Articles, and to any directions given by
special resolution, the business of the Company shall
be managed by the Directors who may exercise all
the powers of the Company. The powers shall not be
limited by any special powers given to the Directors
by the Articles and a meeting of the Directors at
which a quorum is present may exercise all the powers
exercisable by the Directors. The Directors’ powers to
buy back and issue shares, in force at the end of the
year, are recorded in the Directors’ Report.
There are no agreements:
(i) to which the Company is a party that might affect its
control following a takeover bid; and/or
(ii) between the Company and its Directors concerning
compensation for loss of office.
Disclosure of Information to Auditor
The Directors who held office at the date of approval of
this Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which
the Company’s auditor is unaware; and each Director
has taken all the steps that they ought to have taken as a
Director to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is
aware of that information.
Auditor
KPMG LLP has expressed its willingness to continue in
office as Auditor of the Company and resolutions for its re-
appointment and for the Audit Committee to determine
its remuneration will be proposed at the forthcoming
AGM.
ODYSSEAN INVESTMENT TRUST PLC
49
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Directors’ Report (continued)
Financial Risk Management
The Company’s financial instruments comprise its
investment portfolio, cash balances, debtors and creditors
that arise directly from its operations such as sales and
purchases awaiting settlement and accrued income. The
financial risk management objectives and policies arising
from its financial instruments and the exposure of the
Company to risk are disclosed in note 12 to the Financial
Statements beginning on page 84.
Post Year End Events
Details of the post year end events are set out in note 14 to
the Financial Statements on page 86.
Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting of
theshareholder.
Annual General Meeting (“AGM”)
The sixth AGM of the Company will be held at 12.00noon
on Wednesday, 4 September 2024 at the offices of
Odyssean Capital LLP, 6 Stratton Street, Mayfair, London
W1J 8LD. The full text of the Notice of the AGM together
with explanatory notes can be found on pages 91 to 100.
Resolutions relating to the following items of business
will be amongst those to be proposed at the forthcoming
AGM.
Resolution 11: Authority to allot shares up to
approximately 10% of the ordinary shares in issue;
Resolution 12: Authority to allot shares up to
approximately a further 10% of the ordinary shares in issue;
Resolution 13: Authority to disapply pre-emption rights
in respect of the shares to be allotted under Resolution 12;
Resolution 14: Authority to disapply pre-emption rights
in respect of the shares to be allotted under Resolution 13;
Resolution 15: Authority to buy back up to 14.99% of
shares in issue; and
Resolution 16: Authority to hold General Meetings (other
than the AGM) on at least 14 clear days’ notice.
Resolutions 11 and 12 will be proposed as ordinary
resolutions and Resolutions 13 to 16 will be proposed as
special resolutions.
Ordinary resolutions require that more than 50% of the
votes cast at the relevant meeting must be in favour of the
resolutions. Special resolutions require that at least 75%
of the votes cast must be in favour of the resolution 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 respect of their
own beneficial holdings.
AGM Arrangements
In the event that it will not be possible for shareholders
to meet with the Board in person then arrangements
will be made for a partially digital, or hybrid meeting.
Shareholders are encouraged to view the Company’s
website, www.oitplc.com for updates 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 by returning their
forms of proxy. This will ensure that all shareholders’ votes
are registered in the event that attendance 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.
By order of the Board
Frostrow Capital LLP
Company Secretary
11 June 2024
ODYSSEAN INVESTMENT TRUST PLC
50
This Corporate Governance Statement forms part of the
Directors’ Report.
The Board is accountable to shareholders for the governance
of the Company’s affairs and is committed to maintaining
the highest standard of corporate governance for the long-
term sustainable success of the Company, generating value
for shareholders, other stakeholders and contributing
to the wider society through investing in its portfolio
companies. In this statement, the Company reports on its
compliance with the AIC Code of Corporate Governance
published in February 2019 (the “AIC Code”), sets out
how the Board and its committees have operated during
the past year and describes how the Board exercises
effective stewardship over the Company’s activities in the
interests of shareholders and other stakeholders of the
Company. The AIC Code addresses all the principles set
out in the UK Corporate Governance Code (the “UK
Code”), as well as setting out additional provisions on
issues that are of specific relevance to the Company as an
investmenttrust.
The Board is confident that is has properly undertaken its
duties to shareholders and other stakeholders, and taken a
long-term approach to the management of the Company.
Statement of Compliance with the AIC Code
The Board of the Company has considered the principles
and recommendations of the AIC Code and considers that
reporting against the principles and recommendations of
the AIC Code (which incorporates the UK Code), will
provide better information to shareholders.
The Financial Reporting Council (the “FRC”) has endorsed
the AIC Code. The terms of the FRC’s endorsement mean
that AIC members who report against the AIC Code meet
fully their obligations under the UK Code and the related
disclosure requirements contained in the Listing Rules of
the FCA. A copy of the AIC Code can be obtained via
the AIC’s website at www.theaic.co.uk. A copy of the UK
Code can be obtained at www.frc.org.uk.
The Board recognises the importance of a strong corporate
governance culture and has established a framework for
corporate governance which it considers to be appropriate
to the business of the Company.
The Board considers that it has managed its affairs
in compliance with the AIC Code and the relevant
provisions of the UK Code throughout the year ended
31 March 2024, except where it has concluded that
adherence or compliance with any particular principle or
recommendation of either of the Codes would not have
been appropriate to the Company’s circumstances. Similar
to the UK Code, the AIC Code specifies a “comply or
explain” basis and the Board’s report under this section
explains any deviation from its recommendations.
The UK Code includes provisions relating to:
– the role of the chief executive;
– executive directors’ remuneration; and
– the internal audit function.
The Board considers these provisions are not relevant to
the position of the Company, being an externally-managed
investment company. The Company has therefore not
reported further in respect of these provisions.
The Board of Directors
The Board of Directors is collectively responsible for the
long-term success of the Company. It provides overall
leadership, sets the strategic aims of the Company and
ensures that the necessary resources are in place for the
Company to meet its objectives and fulfil its obligations
to shareholders within a framework of high standards
of corporate governance and effective internal controls.
The Directors are responsible for the determination
of the Company’s investment policy and investment
strategy and have overall responsibility for the Company’s
activities, including the review of investment activity
and performance and the control and supervision of the
Portfolio Manager.
The Board consists of five non-executive Directors,
who have substantial recent and relevant experience
of investment trusts and financial and public company
management.
Other than their letters of appointment as 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 to any compensation
for loss of office. Copies of the letters of appointment are
available on request from the Company Secretary and will
be available at the AGM.
Chairman and Senior Independent Director
The Chairman, Linda Wilding, is deemed by her fellow
independent Board members to be independent in character
and judgement, and free of any conflicts of interest. She
leads the Board and is responsible for its overall effectiveness
Corporate Governance Statement
ODYSSEAN INVESTMENT TRUST PLC
51
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
in directing the Company. In liaison with the Company
Secretary, she ensures that the Directors receive accurate,
timely and clear information. Ms Wilding considers herself to
have sufficient time to spend on the affairs of the Company.
She has no significant commitments other than those disclosed
in her biography on page 44. The role and responsibilities of
the Chairman are clearly defined and set out in writing, a copy
of which is available on the Company’s website.
Arabella Cecil is the Senior Independent Director of the
Company. She provides a sounding board for the Chairman
and serves as an intermediary for the other Directors and
shareholders. Miss Cecil also provides a channel for any
shareholder concerns regarding the Chairman and will take
the lead in the annual evaluation of the Chairman by the
other independent Directors. The role and responsibilities
of the Senior Independent Director are clearly defined
and set out in writing, a copy of which is available on the
Company’s website.
Culture
The Chairman demonstrates objective judgement,
promotes a culture of openness and debate, and facilitates
effective contributions by all Directors. The Directors are
required to act with integrity, lead by example and promote
this culture within the Company.
The Board seeks to ensure the alignment of the Company’s
purpose, values and strategy with the culture of openness,
debate and integrity through ongoing dialogue, and
engagement with the Portfolio Manager and the Company’s
other service providers. The culture of the Board is considered
as part of the annual performance evaluation process which is
undertaken by each Director. The culture of the Company’s
service providers is also considered by the Board during the
annual review of their performance and while considering
their continuing appointment.
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 addressed, the
sustainability of the Company’s business model and how its
governance contributes to the delivery of its strategy.
The Company’s Objective and Investment Policy are set out
on pages 2 to 4.
The purpose and strategy of the Company are described in the
Strategic Report on page 24.
Strategy issues and all material operational matters are
considered at Board meetings.
Board Operation
The Directors have adopted a formal schedule of matters
specifically reserved for their approval. A copy of this
schedule is available on the Company’s website. These
matters include, but are not limited to, the following:
– approval of the Company’s investment policy, long-
term objectives and business strategy;
– approval of the policies regarding insurance, hedging,
borrowing limits and corporate security;
– approval of the Company’s Annual and Interim
Reports, financial statements and accounting
policies, prospectuses, circulars and other shareholder
communications;
– approval for raising new capital and major financing
facilities;
– Board appointments and removals;
– appointment and removal of the Portfolio Manager,
Auditor and the Company’s other service providers; and
– approval of the Company’s annual operating budgets.
Day-to-day investment management is delegated to
Odyssean Capital LLP and operational management is
delegated to Frostrow Capital LLP.
The Board takes responsibility for the content of
communications regarding major corporate issues although
Odyssean Capital LLP and Frostrow act as spokesman. The
Board is kept informed of relevant promotional material
that is issued on behalf of the Company.
Board Meetings
The Company has four scheduled Board meetings a year
with additional meetings in respect of share issuances and
regulatory matters arranged as necessary.
At each scheduled Board meeting, the Directors follow
a formal agenda which is circulated in advance by the
Company Secretary. The Company Secretary, the
Administrator and the Portfolio Manager regularly provide
the Board with financial information, including an annual
expenses budget, together with briefing notes and papers
in relation to changes in the Company’s economic and
financial environment, statutory and regulatory changes
and corporate governance best practice. A description
of the Company’s risk management and internal control
systems is set out in the Strategic Report on pages 6 to 42.
Board Committees
Given the number of Directors, the Board does not consider
it necessary for the Company to establish a separate
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
52
remuneration committee and all of the matters that can be
delegated to such a committee are considered by the Board as
a whole. The Board considers that the combined knowledge
and experience of its members enable it to successfully fulfil
the role of this committee.
The Board has established four committees to assist with
its operations: the Audit Committee; the Management
Engagement Committee; the Nominations Committee;
and the Disclosure Committee. Each committee’s
delegated responsibilities are clearly defined in formal
terms of reference, which are available on the Company’s
website.
Audit Committee
The Audit Committee is chaired by Richard King
and comprises all Directors. It meets formally at least
twice a year. The Board believes it is appropriate for the
Chairman of the Company to be a member of the Audit
Committee as she provides a valuable contribution to the
Committee and her membership enhances the operation
of the Committee and its interaction with the Board.
The Chairman’s membership in the Audit Committee is
permitted under the AIC Code.
The Board considers that the members of the Audit
Committee have the requisite skills and experience to fulfil the
responsibilities of the Committee and that the Committee, as
a whole, has the competence relevant to the investment trust
sector. The Chairman of the Audit Committee has significant
recent and relevant financial experience.
The Audit Committee has direct access to the Company’s
Auditor, and provides a forum through which the Auditor
reports to the Board. Representatives of the Auditor attend
meetings of the Audit Committee at least twice a year.
Further details about the Audit Committee and its
activities during the year under review are set out on
pages56 to 58.
Management Engagement Committee
Peter Hewitt is the Chairman of the Management
Engagement Committee, which comprises all Directors.
The Committee meets at least once a year to review the
ongoing performance and the continuing appointment
of all service providers of the Company, including the
Portfolio Manager. The Committee also considers any
variation to the terms of all service providers’ agreements
and reports its findings to the Board.
The performance of the Company’s service providers is
closely monitored by the Committee and in arriving at
its decisions regarding the continuing appointment of the
service providers, it is aided by the feedback received from
the Portfolio Manager and the Company Secretary on the
performance of those service providers.
Nominations Committee
A Nominations Committee was established during the
year under the Chairmanship of Arabella Cecil and
comprises all Directors. The Nominations Committee’s
key responsibilities are to review the Board’s structure and
composition; and to make recommendations to the Board
for any changes or new appointments.
Disclosure Committee
The Disclosure Committee is chaired by Linda Wilding,
the Chairman of the Board, and includes Arabella Cecil.
The Committee has been established to ensure the
identification and disclosure of inside information and the
Company’s ongoing compliance with the Market Abuse
Regulation. No meetings of the Committee were held
during the year.
Meeting Attendance
The number of Board and Committee meetings held during the year ended 31 March 2024 and the attendance of the
individual Directors is shown below:
Board Meetings Audit Committee
Management Engagement
Committee Nominations Committee
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Jane Tufnell* 6 6 2 2 1 1 2 2
Arabella Cecil 6 6 2 2 1 1 2 2
Peter Hewitt 6 6 2 2 1 1 2 2
Richard King 6 6 2 2 1 1 2 2
Neil Mahapatra 6 6 2 2 1 1 2 2
Linda Wilding** 2 2 1 1 0 0 0 0
* Retired from the Board on 31 March 2024.
** Appointed on 25 October 2023.
In addition, two ad hoc Committee meetings were held during the year.
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
53
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Performance evaluation
The Directors are aware that they need to continually
monitor and improve Board performance and recognise
that this can be achieved through regular evaluation of the
Board, its committees and the individual Directors; this
provides a valuable feedback mechanism for improving
Board’s effectiveness.
An evaluation of the Board and its Committees as well
as the Chairman and the individual Directors is carried
outannually.
The Chairman acts on the results of the Board’s evaluation
by recognising the strengths and addressing the weaknesses
of the Board and recommending any areas for development.
During the year ended 31 March 2024, the performance
of the Board, its committees and individual Directors
(including each Director’s independence) was
evaluated through a formal assessment process led by
the Chairman. This involved the circulation of a Board
and Committee evaluation checklist, tailored to suit
the nature of the Company, followed by discussions
between the Chairman and each of the Directors. The
performance of the Chairman was evaluated by 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
Directors have sufficient time to discharge their duties.
During the year and since the year-end, all Directors have
without fail attended all Board and Committee meetings.
The Chairman is satisfied that the structure and operation
of the Board continues to be effective and relevant and
that there is 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
would be in the Company’s best interests to propose them
for election and re-election.
Independence of Directors
The independence of the Directors was reviewed as part
of the annual evaluation process and it was found that
each Director is considered to be independent in character
and judgement and entirely independent of the Portfolio
Manager. None of the Directors sits on the boards of any
other companies managed by the Portfolio Manager.
Tenure
The Company has no set policy on the length of the tenure
of the Directors. It is intended that all Directors, including
the Chairman, would remain on the Board no longer
than nine years. However, the Board has agreed that to
facilitate a phased and efficient refreshment of the Board, if
necessary, the Chairman could stay on for more than nine
years as a Director.
Election/Re-election of Directors
In accordance with the AIC Code, all Directors are subject
to annual re-election.
Accordingly, all Directors will be standing for election
and/or re-election at the Company’s forthcoming
AGM. As detailed above, following formal performance
evaluation, it is considered that each current Director
has the necessary skills and experience, and continues to
contribute effectively to the management of the Company.
In addition, it is believed that the Board has the relevant
expertise and sufficient time to provide the appropriate
leadership and direction for the Company. Therefore, the
Board strongly recommends the re election of each of the
Directors on the basis of their experience and expertise in
investment matters, their independence and continuing
effectiveness and commitment to the Company.
Diversity
The Board supports the principle of boardroom diversity,
of which gender and ethnicity are two important aspects.
The Board’s aim is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented
and to make appointments on merit against objective criteria,
including diversity in its broadest sense. The Board believes
that this will promote the long-term sustainable success of
the Company and generate value for all shareholders by
ensuring there is cognitive diversity 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 will be a key consideration in
any future Director search process. The Board encourages
any recruitment agencies it engages to find a diverse
range of candidates that meet the criteria agreed for each
appointment and, from the shortlist, aims to ensure that a
diverse range of candidates is brought forward for interview.
The Board will give due regard to the new diversity targets
in the Listing Rules, but will not discriminate unfairly on
the grounds of gender, ethnicity, age, sexual orientation,
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
54
disability or socio-economic background when considering
the appointment of new directors. Candidates’ educational
and professional backgrounds, their cognitive and persona
strengths, are considered against the specification prepared
for each appointment.
The Board has noted the FCA’s Listing Rules which require
companies to report against the following diversity targets:
a) At least 40% of individuals on the board are women;
b) At least one of the senior board positions is held by a
woman; and
c) At least one individual on the board is from a minority
ethnic background.
In accordance with the Listing Rules, the Board has
provided the following information in relation to its
diversity as at the date of this Annual Report.
Number
of Board
Members
Percentage
of the
Board
Number of senior
positions on the
Board*
Men 3 60% 1
Women 2 40% 2
Not specified/prefer not to say – – –
Number
of Board
Members
Percentage
of the
Board
Number of senior
positions on the
Board*
White British or other White
(including minority-white
groups) 4 80% 3
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British 1 20% 0
Black/African/Caribbean/
Black British – – –
Other ethnic group, including
Arab – – –
Not specified/prefer not to say – – –
*The format of the above tables is prescribed in the Listing Rules, which define
‘senior positions on the Board’ as ‘CEO, CFO, SID and Chair’. However,
as an externally managed investment trust, the Company has no executive
management functions, including the roles of CEO and CFO, and the
Company has therefore excluded columns relating to executive management.
In the absence of the aforementioned roles, the Board considers the Chair of
the Audit Committee to be a senior position and therefore the Company has
defined the ‘senior positions on the Board’ as Chairman, Senior Independent
Director and Chair of the Audit Committee.
The information above was obtained by asking the Directors to indicate on
an anonymous form, how they should be categorised for the purposes of the
Listing Rules Disclosures.
Conflicts of Interest
Company Directors have a statutory obligation to avoid a
situation in which they (and connected persons) have, or
can have, a direct or indirect interest that conflicts, or may
possibly conflict, with the interests of the Company.
In line with the Companies Act 2006, the Board has the
power to sanction any potential conflicts of interest that
may arise and impose such limits or conditions that it
thinks fit. A register of interests and external appointments
is maintained by the Company Secretary and is reviewed at
every Board meeting to ensure that all details are kept up
to date. Should a conflict arise, the Board has the authority
to request that the Director concerned abstains from any
relevant discussion, or vote. Appropriate authorisation will
be sought prior to the appointment of any new directors or
if any new conflicts or potential conflicts arise.
No conflicts of interest arose during the year under review.
Induction of New Directors
The Company has an established process in place for the
induction of new Directors. An induction pack will be provided
to new Directors by the Company Secretary, containing
relevant information about the Company, its constitutional
documents and its processes and procedures. New appointees
will also have the opportunity of meeting with the Chairman
and relevant persons at the Portfolio Manager.
Training and Advice
On an ongoing basis, and further to the annual evaluation
process, the Company Secretary will make arrangements
for Directors to develop and refresh their skills and
knowledge in areas which are mutually identified as being
likely to be required, or of benefit to them, in carrying
out their duties effectively. Directors will endeavour
to make themselves available for any relevant training
sessions which may be organised for the Board. The Board
has agreed arrangements whereby Directors may take
independent professional advice, at the Company's expense,
in the furtherance of their duties.
The AIC holds regular Director Roundtable events
throughout the year, which are designed to cover the
latest issues and regulatory developments affecting the
investment company sector. The Director Roundtables are
open to all member investment company directors.
Insurance and Indemnity Provisions
The Company has Directors’ and Officers’ liability
insurance to cover legal defence costs and public offering of
securities insurance in place in respect of the IPO. Under
the Company’s Articles of Association, the Directors are
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
55
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Corporate Governance Statement (continued)
provided, subject to the provisions of UK legislation, with an
indemnity in respect of liabilities which they may sustain or
incur in connection with their appointment. The Company
has also entered into a deed of indemnity with each Director
pursuant to which it has agreed to insure, indemnify and/
or loan funds to the Director in relation to certain specific
liabilities incurred by them in the performance of their
duties as a Director of the Company.
Relations with Stakeholders
As the Company does not have employees, its main
stakeholders comprise a small number of service providers
and its shareholders. Details regarding the Company’s
engagement with its stakeholders are set out in the Strategic
Report on pages 25 to 30.
Internal Control Review and Assessment Process
Details of the Company’s internal control review and the
assessment process are outlined in the Strategic Report on
pages 6 to 42.
Company Secretary
The Board has direct access to the advice and services of
the Company Secretary, Frostrow Capital LLP, which
is responsible for ensuring that Board and Committee
procedures are followed and that applicable regulations
are complied with. The Company Secretary is also
responsible to the Board for ensuring timely delivery of the
information and reports which the Directors require and
that the statutory obligations of the Company are met.
UK Stewardship Code and Exercise of Voting Powers
The Board and the Investment Manager support the UK
Stewardship Code, issued by the FRC, which sets out
the principles of effective stewardship by institutional
investors. The Company’s investment portfolio is managed
by Odyssean Capital LLP who have extensive experience
and a strong commitment to effective stewardship.
The Board has delegated discretion to Odyssean Capital
LLP to exercise voting powers on its behalf in respect of
shares owned by the Company.
Nominee Share Code
Where the Company’s shares are held via 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 shareholders to attend,
speak and vote at the Company’s general meetings.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in the
Company’s shares, the Directors’ authorities to issue and
repurchase the Company’s shares, and the voting rights of
the shares are set out in the Report of the Directors.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities on pages 63
and 64 describes the Directors’ responsibility for preparing
this Annual Report.
The Audit Committee Report on pages 56 to 58 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, and describes the Directors’ review of the Company’s
risk management and internal 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 6 to 42.
The Board’s assessment of the Company’s longer-term
viability is set out in the Business Review on pages 41 to42.
Remuneration
The Directors’ Remuneration Report on pages 59 to 62
sets out the levels of remuneration for each Director and
explains how Directors’ remuneration is determined.
Frostrow Capital LLP
Company Secretary
11 June 2024
ODYSSEAN INVESTMENT TRUST PLC
56
Introduction from the Chairman
As Chairman of the Audit Committee, I am pleased to
present the Audit Committee Report for the year ended
31 March 2024 to shareholders.
Composition and Meetings
The Committee comprises all of the Company’s
independent non-executive Directors. As a result, the
Committee comprises the whole Board. The Committee
believes it is appropriate for the Chair of the Board to
be a member of the Audit Committee on account of her
relevant sector and accounting experience.
During the year ended 31 March 2024, the Committee
met twice and each Director’s attendance at these meetings
is set out in the table on page 52.
The experience of the Committee members can be assessed
from the Directors’ biographies set out on pages 44 and
45. We consider that we have recent and relevant financial
experience and that the Committee as a whole has
competence relevant to the investment trust sector.
Role and Responsibilities
A comprehensive description of the Committee’s role, its
duties and responsibilities, can be found in its terms of
reference, which are available on the Company’s website
www.oitplc.com.
Significant Matters Considered During the Year
(a) Valuation of investments
The Board relies on the Administrator and the
Portfolio Manager to use correct listed prices and seeks
comfort in the testing of this process through their
internal controls reports. The Committee reviewed
with the Portfolio Manager and the Administrator
the valuation process of the Company’s investments
and the systems in place to ensure the accuracy of
thesevaluations.
(b) Existence and ownership of investments
The Company uses the services of an independent
custodian, CACEIS Investor Services Bank S.A.
(London Branch) (formerly RBC Investor Services
Trust (UK Branch*)), to hold the assets of the
Company. The custodian’s and the Portfolio Manager’s
records are reconciled daily.
(c) Annual Report and Financial Statements
The production of the Company’s Annual Report
(including the audit by the Company’s external
Auditor) is a thorough process involving input from
a number of different areas. In order to be able to
confirm that the Annual Report is fair, balanced
and understandable, the Board has requested that
the Committee advise on whether it considers these
criteria have been satisfied. As part of this process the
Committee has considered the following:
– the procedures followed in the production of the
Annual Report, including the processes in place to
assure the accuracy of the factual content;
– the extensive levels of review that were undertaken in
the production process, by the Company’s Portfolio
Manager and Company Secretary and the Committee;
and
– the internal control environment as operated by the
Portfolio Manager, Company Secretary and other
service providers.
As a result of the work undertaken by the Committee,
it has confirmed to the Board that the Annual Report
and the Financial Statements for the year ended
31 March 2024, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
financial position, performance, business model
andstrategy.
The Committee addressed the overall accuracy of
the Annual Report by considering the draft Annual
Report, a letter from the Company Secretary in
support of the letter of representation made by the
Board to the Auditor and the Auditor’s Report to
theCommittee.
The Committee also considered a number of
key reporting matters which are outlined in the
followingsections.
Audit Committee Report
* See page 33 for further information.
ODYSSEAN INVESTMENT TRUST PLC
57
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Other Reporting Matters
(a) Internal controls and risk management
As set out on page 36 the Board is responsible for the
risk assessment and review of internal controls of the
Company, undertaken in the context of the overall
investment objective.
The review covers the key business, operational,
compliance and financial risks facing the Company. In
arriving at its judgement of what risks the Company
faces, the Board has considered the Company’s
operations in the light of the following factors:
– the nature of the Company, with all management
functions outsourced to third party service providers;
– the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
investment objective;
– the threat of such risks becoming a reality; 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 the Company
faces, the likelihood of their occurrence and their
potential impact, how these risks are monitored and
mitigating controls in place. The Board has delegated
to the Committee the responsibility for the review and
maintenance of the risk matrix and it reviews, in detail,
the risk matrix each time it meets, bearing in mind any
changes to the Company, its environment or service
providers since the last review. Any significant changes
to the risk matrix are discussed with the whole Board.
(b) Going concern and longer-term viability
In line with the AIC Code, the Committee considered
the Company’s financial requirements and viability for
the forthcoming year and over a longer period of three
years. As a result of this assessment, the Committee
concluded that the Company had adequate resources
to continue in operation and meet its liabilities as they
fall due both for the forthcoming year and over the
following two years. Related disclosures are set out on
pages 41 and 42.
(c) Maintenance of investment trust status
The Portfolio Manager and the Administrator have
reported to the Audit Committee to confirm continuing
compliance with the requirements for maintaining
investment trust status. The position is also discussed
with the Auditor as part of the audit process.
(d) Half Year Report
The Committee reviewed the Half Year Report
and Financial Statements, which are not audited or
reviewed by the external Auditor, to ensure that the
accounting policies used in the Annual Financial
Statements were also used at the half-year stage and
that they portrayed a fair balanced and understandable
picture of the period in question.
(e) Accounting Policies
During the year the Committee ensured that the
accounting policies, as set out on pages 75 to 77, were
applied consistently throughout the year. In light of
there being no unusual transactions during the year
or other possible reasons, the Committee agreed that
there was no reason to change the policies.
( f ) Internal Audit
The Committee considered whether there was a need
for the Company to have an internal audit function.
As the Company delegates its day-to-day operations
to third parties and has no employees, the Committee
concluded that there was no such need.
(g) Audit Regulation
While the Committee has not had to consider any new
audit regulations in the past year, it noted reporting
guidance and thematic reviews published by the FRC.
The Committee also reviews the outcomes of the
FRC’s annual Audit Quality Reviews and discusses the
findings with our Auditor.
The Committee has noted, in particular, the
publication by the FRC of the Minimum Standard
for Audit Committees and the revised UK Corporate
Governance Code. The Minimum Standard will apply
to the Company on a comply or explain basis as it
is included by reference in the new UK Corporate
Governance Code. The Committee will seek to
comply with the Standard as far as it is appropriate for
an externally-managed investment company to do so.
Audit Committee Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
58
Audit Fees and Non-Audit Services
An audit fee of £63,000 has been agreed in respect of the
audit for the year ended 31 March 2024 (2023: £52,000).
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 policy includes a list of non-audit services which may
be provided by the Auditor provided there is no apparent
threat to independence, as well as a list of services which are
prohibited. In respect of any permissible non-audit service
up to a fee of £10,000 or where any urgent matters arise, the
Audit Committee has delegated authority to the Portfolio
Manager to approve these between meetings. Non-audit
services are capped at 70% of the average of the statutory
audit fees for the preceding three years. No non-audit
services were provided by the Auditor during the year ended
31 March 2024 (2023:none).
Further information on the fees paid to the Auditor is set
out in note 4 to the Financial Statements on page 79.
Effectiveness of the External Audit
The Audit Committee monitors and reviews the
effectiveness of the external audit carried out by the
Auditor, including a detailed review of the audit plan and
the audit results report, and makes recommendations to the
Board on the re-appointment, remuneration and terms of
engagement of the Auditor. This review takes into account
the experience and tenure of the audit partner and team, the
nature and level of services provided, and confirmation that
the Auditor has complied with independence standards.
Any concerns with the effectiveness of the external audit
process would be reported to the Board. No concerns were
raised in respect of the year ended 31 March 2024.
The Committee has direct access to the Auditor, KPMG
LLP, who attends Committee meetings on a regular basis.
The Committee has the opportunity to meet with the
Auditor without the Portfolio Manager nor the Company
Secretary being present.
Independence and objectivity of the Auditor
The Committee receives an annual assurance from the
Auditor that its independence is not compromised. No non-
audit services were provided by the Auditor to the Company
during the year. Following a review of the performance of the
Auditor, the Committee is satisfied that the Auditor remains
independent and objective, and has fulfilled its obligations to
the Company and its shareholders. There are no contractual
obligations that would restrict the Committee in selecting
an alternative external auditor.
KPMG LLP have been the Auditor to the Company since
launch in 2018. The Auditor is required to rotate the audit
partner every five years. Jatin Patel had been the Company’s
audit partner since KPMG’s appointment, and so rotated
off the Company’s audit following the completion of last
year’s audit process. He has been succeeded by Matthew
Humphrey who I met prior to his formal appointment.
No tender for the audit of the Company has been
undertaken. The Committee will review the continuing
appointment of the Auditor on an annual basis and
give regular consideration to the Auditor’s fees and
independence, along with matters raised during each audit.
Re-appointment of the Auditor
Following consideration of the performance of the
Auditor, the services provided during the year and a review
of its independence and objectivity, the Committee has
recommended to the Board the re-appointment of KPMG
LLP as Auditor to the Company.
In accordance with the requirements relating to the
appointment of Auditor, the Company would need to
conduct an audit tender no later than for the accounting
period beginning 1 April 2028.
Effectiveness of the Committee
The Committee’s performance over the past year was
reviewed and discussed as part of the annual Board
evaluation. The evaluation considered the composition of
the Committee and the efficacy of Committee meetings,
as well as assessing the Committee’s role in monitoring
and overseeing the Company’s financial reporting and
accounting, risk management and internal controls,
compliance with corporate governance regulations and
also the assessment of the external audit.
I am pleased to confirm that the evaluation result was
positive and no matters of concern or requirements for
change were highlighted.
Richard King
Chairman of the Audit Committee
11 June 2024
Audit Committee Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
59
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Statement from the Chairman
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 March 2024.
As the Company has no employees and the Board is
comprised wholly of non-executive Directors, the Board
has not established a separate Remuneration Committee.
Directors’ remuneration is determined by the Board as
a whole, at its discretion within an aggregate ceiling of
£300,000 per annum, as prescribed in the Company’s Articles
of Association. Each Director abstains from voting on their
own individual remuneration. During the period, the Board
reviewed the levels of Directors’ remuneration while having
regard to the Company’s financial position and performance,
remuneration in other companies of comparable scale and
complexity and market statistics generally.
During the year ended 31 March 2024, the annual fees were
set out at the rate of £38,000 for the Chairman, £31,000
for the Chairman of the Audit committee and £27,000 for
a Director.
For the year ending 31 March 2025, Directors’ fees will be
increased with effect from 1 April 2024 as follows: £39,500
for the Chairman, £32,200 for the Chairman of the Audit
Committee and £28,100 for a Director.
Each of the Directors has agreed to use their applicable
Directors’ fees (net of applicable taxes) to acquire the
Company’s ordinary shares in the secondary market,
subject to regulatory requirements. In relation to any
dealings, the Directors will comply with the share dealing
code adopted by the Company in accordance with the
Market Abuse Regulation.
An ordinary resolution will be put to shareholders at the
forthcoming AGM to be held on 4 September 2024 to
receive and approve the Directors’ Remuneration Report.
The Directors’ Remuneration Policy was last approved by
shareholders at the AGM held on 21 September 2022 and
will again be on the agenda for the AGM to be held in 2025.
The provisions of the Remuneration Policy, as detailed on
page62, will apply until they are next put to shareholders
for renewal of that approval, which must be at intervals of
not more than three years, or earlier, if proposals are made
to vary the policy. The Remuneration Policy is binding and
sets the parameters within which Directors’ remuneration
may be set. There will be no significant change in the way
the Remuneration Policy will be implemented in the
course of the next financial year.
Company Performance
The graph below compares the total return to holders of ordinary shares since they were first admitted to trading on the
London Stock Exchange, with the total return of the DNSC (formerly NSCI) ex IC plus AIM Total Return Index (used
by the Company as a comparator, not benchmark). Further information about the Company’s performance during the
year is detailed in the Chairman’s Statement and the Portfolio Manager’s Report on pages 7 to 21.
50
70
90
110
130
150
170
190
Jan 2019
Jan 2020
Jan 2021
Jan 2022
Jan 2023
Jan 2024
Mar 2024
As at 31 March 2024. Performance measured from close of business on 1 May 2018. Share performance since inception assumes IPO price of 100.0p.
Source:Bloomberg. Rebased to 100.
Directors’ Remuneration Report
ODYSSEAN INVESTMENT TRUST PLC
60
Directors’ Remuneration for the Year Ended 31 March 2024 (audited)
The single total figure table below details the remuneration received by the Directors who served during the year:
Director
Year ended 31 March 2024 Year ended 31 March 2023
Fees
Taxable
benefits Total Fees
Taxable
benefits Total
Jane Tufnell¹ £38,000 – £38,000 £36,800 – £36,800
Arabella Cecil £27,000 – £27,000 £25,900 – £25,900
Peter Hewitt
2
– £1,777 £1,777 – £1,692 £1,692
Richard King £31,000 – £31,000 £29,500 – £29,500
Neil Mahapatra
3
£27,000 – £27,000 n/a n/a n/a
Linda Wilding
4
£11,769 £127 £11,896 n/a n/a n/a
£134,769 £1,904 £136,673 £92,200 £1,692 £93,892
¹ Retired from the Board on 31 March 2024.
2
Peter Hewitt does not receive a fee in respect of his services as a Director to the Company owing to his employment as a Director of Global Equities at Columbia
Threadneedle.
3
Appointed on 3 April 2023.
4
Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024.
There are no variable elements in the remuneration payable to the Directors. Taxable benefits included in the above
table are in respect of the amounts reimbursed to Directors as travel and other expenses properly incurred by them in the
performance of their duties.
Changes in Directors’ Remuneration
Director
2024
Fees
2024
% Change
2023
Fees
2023
% Change
2022
Fees
2022
% Change
2021
Fees
2021
% Change
2020
Fees
2020
% Change
Jane Tufnell
1
£38,000 3% £36,800 4% £35,500 4% £34,000 – £34,000 –
Arabella Cecil £27,000 4% £25,900 4% £25,000 4% £24,000 – £24,000 –
Peter Hewitt – – – – – – – – – –
Richard King £31,000 5% £29,500 4% £28,500 4% £27,500 – £27,500 –
Neil Mahapatra
2
£27,000 n/a n/a – n/a – n/a – n/a –
Linda Wilding
3
£11,896 n/a n/a – n/a – n/a – n/a –
¹ Retired from the Board on 3 March 2024.
2
Appointed on 3 April 2023.
3
Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024.
Relative Importance of Spend on Pay
The table below shows the amount of the Company’s income spent on pay.
Year ended
31 March 2024
Year ended
31 March 2023
Spend on Directors’ fees* £136,673 £93,892
Management fee and other expenses £2,655,000 £2,503,000
* The Company has no employees and the total spend on pay comprises only the Directors’ fees.
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
61
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
In the absence of any employees, dividend payments made during the year and amount spent on shares buybacks,
the management fee and other expenses have been included because the Directors believe it will help shareholders’
understanding of the relative importance of the spend on pay. The figures for this measure are the same as those shown in
notes 3 and 4 to the Financial Statements.
Directors’ Interests (audited)
The Company’s Articles of Association do not require a Director to own shares in the Company. The interests of the
Directors and any connected persons in the ordinary shares of the Company at 31 March 2024, 31 March 2023 and
10June 2024, the date of this report, are shown in the table below:
10 June
2024
Number of shares
31 March
2024
Number of shares
31 March
2023
Number of shares
Jane Tufnell† N/A 676,940 663,625
Arabella Cecil 204,649 201,408 188,170
Peter Hewitt 35,000 35,000 35,000
Richard King 95,700 95,700 85,363
Neil Mahapatra* 16,700 16,700 16,700
Linda Wilding** 108,500 108,500 –
None of the Directors or any person connected with them had a material interest in the Company’s transactions,
arrangements or agreements during the year.
* Joined the Board on 3 April 2023.
** Joined the Board on 25 October 2023.
† Retired from the Board on 31 March 2024.
Voting at AGM
The Directors’ Remuneration Report for the year ended 31 March 2023 was approved at the AGM held on 21 September
2023. The votes cast by proxy on the resolution were:
Directors’ Remuneration Report
Number of votes % of votes cast
For 36,189,467 99.93
Against 24,022 0.07
Total votes cast 36,213,489 100.0
Votes withheld 0 0
Any proxy votes which were at the discretion of the Chairman were included in the “For” total.
A vote withheld is not a vote in law and is not counted in the calculations of votes cast by proxy.
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
62
Remuneration Policy
The Company follows the recommendation of the AIC
Code that non executive Directors’ remuneration should
reflect the time commitment and responsibilities of
the role. The Board’s policy is that the remuneration of
non- executive Directors should reflect the experience of
the Board as a whole, and be determined with reference to
comparable organisations and appointments.
All Directors are non-executive, appointed under the terms
of letters of appointment. There are no service contracts in
place. The Company has no employees.
The fees for the non-executive Directors are determined
within the limits (not to exceed £300,000 per annum)
set out in the Company’s Articles of Association, or any
greater sum that may be determined by special resolution
of the Company. Directors are not eligible for bonuses,
share options, long-term incentive schemes or other
performance-related benefits as the Board does not believe
that this is appropriate for non-executive Directors. There
are no pension arrangements or retirement benefits in
place for the Directors of the Company.
Under the Company’s Articles of Association, if any
Director is called upon to perform or render any special
duties or services outside their ordinary duties as a Director,
they may be paid such reasonable additional remuneration
as the Board, or any committee authorised by the Board,
may from time to time determine.
The Directors are entitled to be repaid all reasonable
travelling, hotel and other expenses properly incurred
by them in or about the performance of their duties as
Director, including any expenses incurred in attending
meetings of the Board or any committee of the Board or
general meetings of the Company.
Directors’ and Officers’ liability insurance cover is
maintained by the Company on behalf of the Directors.
Directors’ fee levels
Component Role
Rate at
1 April
2024
Purpose of
Remuneration
Annual fee Chairman £39,500 Commitment as
Chairman
1
Annual fee Non-executive
Director
£28,100 Commitment as
non-executive Director
2
Additional fee Chairman of
the Audit
Committee
£4,100 For additional respon-
sibilities and time
commitments
3
Additional fee All Directors N/A For extra or special
services performed in
their role as a Director
4
Expenses All Directors N/A Reimbursement of
expenses incurred in
the performance of
duties as a Director
1 The Chairman of the Board is paid a higher fee than the other Directors to
reflect the more onerous role.
2 The Company’s Articles of Association limit the aggregate fees payable to the
Board of Directors to £300,000 per annum.
3 The Chairman of the Audit Committee is paid a higher fee than the other
Directors to reflect the more onerous role.
4 Additional fees would only be paid in exceptional circumstances in relation
to the performance of extra or special services.
Each of the Directors has agreed to use their applicable
Directors’ fees (net of applicable taxes) to acquire the
Company’s ordinary shares in the secondary market,
subject to regulatory requirements.
Fees are reviewed annually in accordance with the above
policy. The fee for any new Director appointed to the
Board will be determined on the same basis. The Company
is committed to ongoing shareholder dialogue and any
views expressed by shareholders on the fees being paid to
Directors would be taken into consideration by the Board
when reviewing the Directors’ remuneration policy and in
the annual review of Directors’ fees.
Compensation will not be made upon early termination of
appointment.
Approval
The Directors’ Remuneration Report was approved by the
Board and signed on its behalf by:
Linda Wilding
Chairman
11 June 2024
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
63
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial period. Accordingly,
the Directors have prepared the Financial Statements
in accordance with IFRS as adopted by the United
Kingdom. Under company law, the Directors must not
approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of
the Company and of the profit or loss of the Company
for that period.
In preparing the Financial Statements, the Directors are
required to:
– select suitable accounting policies in accordance with
IAS 8: “Accounting Policies, Changes in Accounting
Estimates and Errors” and then apply them
consistently;
– present information, including accounting policies, in
a manner that provides relevant, reliable, comparable
and understandable information;
– provide additional disclosures when compliance
with specific requirements in IFRS is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on
the Company’s financial position and financial
performance;
– state whether applicable IFRS have been followed,
subject to any material departures disclosed and
explained in the Financial Statements;
– make judgements and accounting estimates that are
reasonable and prudent; and
– prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the Financial Statements
comply with Companies Act 2006 and Article 4 of the
IAS Regulation. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that comply with that law and
those regulations, and for ensuring that the Annual Report
includes information required by the Listing Rules of the
FCA.
The Financial Statements are published on the Company’s
website, www.oitplc.com, which is maintained on behalf of
the Company by Frostrow Capital LLP. The work carried
out by the Auditor does not involve consideration of the
maintenance and integrity of this website and accordingly,
the Auditor accepts no responsibility for any changes that
have occurred to the Financial Statements since they were
initially presented on the website.
Under the Portfolio Management Agreement, the
Portfolio Manager is responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website. Visitors to the
website need to be aware that legislation in the United
Kingdom covering the preparation and dissemination
of the financial statements may differ from legislation in
their jurisdiction.
We confirm that to the best of our knowledge:
– the Financial Statements, which have been prepared
in accordance with IFRS as adopted by the United
Kingdom, give a true and fair view of the assets,
liabilities, financial position and loss of the Company;
and
– the Annual 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.
Statement of Directors’ Responsibilities
ODYSSEAN INVESTMENT TRUST PLC
64
The Directors consider that the Annual Report and
Financial Statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Linda Wilding
Chairman
11 June 2024
Statement of Directors’ Responsibilities (continued)
65
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
1. Our opinion is unmodified
We have audited the financial statements of Odyssean
Investment Trust PLC (“the Company”) for the year ended
31 March 2024 which comprise the the statement of
comprehensive income, balance sheet, statement of
changes in equity, cash flow statement, and the related
notes, including the accounting policies in note 1.
In our opinion the financial statements:
– give a true and fair view of the state of the Company’s
affairs as at 31 March 2024 and of its return for the
year then ended;
– have been properly prepared in accordance with
UK‑adopted international accounting standards; and
– have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities are described below. We believe
that the audit evidence we have obtained is a sufficient
and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the audit committee.
We were first appointed as auditor by shareholders on
29 November 2018. The period of total uninterrupted
engagement is for the six financial years ended 31
March 2024. We have fulfilled our ethical responsibilities
under, and we remain independent of the Company in
accordance with, UK ethical requirements including the
FRC Ethical Standard as applied to listed public interest
entities. No non‑audit services prohibited by that standard
wereprovided.
Overview
Materiality:
Financial statements as
a whole
£1.8m (2023: £1.8m)
1% of Total Assets (2023: 1%)
Key audit matter: vs 2023
Recurring risk: Carrying amount of
quoted investments
to the members of Odyssean Investment Trust plc
Independent
auditor’s report
ODYSSEAN INVESTMENT TRUST PLC
t
t
ODYSSEAN INVESTMENT TRUST PLC
66
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
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. We summarise below the key audit matter, which is consistent with prior year, in arriving at our audit
opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results
from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and
solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are
incidental to that opinion, and we do not provide a separate opinion on these matters.
The risk Our response
Carrying amount of quoted
investments
(2024: £182.3m; (2023: £180.4m))
Refer to page 56 (Audit Committee
Report), page 76 (accounting policy)
and page 83 and 84 (financial
disclosures).
Low risk, high value:
The Company’s portfolio of quoted
investments makes up 96.3% (2023: 98.6%)
of the Company’s total assets by value
and is considered to be the key drivers of
financial results. We do not consider these
investments to be at a high risk of significant
misstatement, or to be subject to a significant
level of judgement because they comprise
liquid, quoted investments. However, due to
their materiality in the context of the financial
statements as a whole, they are considered
to be the area which had the greatest effect
on our overall audit strategy and allocation of
resources in planning and completing our audit.
We performed the detailed tests below rather
than seeking to rely on any of the Company’s
controls, because the nature of the balance
is such that we would expect to obtain audit
evidence primarily through the detailed
procedures described below.
Our procedures included:
Tests of detail: Agreeing the valuation of
100% of quoted investments in the portfolio to
externally quoted prices; and
Enquiry of custodians: Agreeing 100%
of investment holdings in the portfolio
to independently received third party
confirmations from investment custodians.
Our findings: We found the carrying amount
of quoted investments to be acceptable
(2023:acceptable).
3. Our application of materiality and an overview of the
scope of our audit
Materiality for the financial statements as a whole was set at
£1.8m (2023: £1.8m), determined with reference to a benchmark
of Total Assets, of which it represents 1% (2023: 1%).
In line with our audit methodology, our procedures on
individual account balances and disclosures were performed
to a lower threshold, performance materiality, so as to reduce
to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance
materiality was set at 75% (2023: 75%) of materiality for the
financial statements as a whole, which equates to £ 1.4m (2023:
£1.4m). We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £91k
(2023: £91k), in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Total Assets
£189.2m (2023: £182.9m)
Materiality
£1.8m (2023: £1.8m)
£1.8m
Whole financial statements
materiality
(2023: £1.8m)
£1.4m
Performance materiality
(2023: £1.4m)
£91k
Misstatements reported to the
audit committee (2023: £91k)
Materiality
Total assets
Our audit of the Company was undertaken to the materiality
and performance materiality levels specified above and was
performed by a single audit team.
The scope of the audit work performed was predominately
substantive as we placed limited reliance upon the Company’s
internal control over financial reporting.
67
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
ODYSSEAN INVESTMENT TRUST PLC
4. Going concern
The directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Company
or to cease its operations, and as they have concluded that the
Company’s financial position means that this is realistic. They
have also concluded that there are no material uncertainties that
could have cast significant doubt over its ability to continue as a
going concern for at least a year from the date of approval of the
financial statements (“the going concern period”).
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks to its
business model and analysed how those risks might affect the
Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered
most likely to adversely affect the Company’s available financial
resources and its ability to operate over this period were:
– impact of a significant reduction in the valuation of
investments;
– the liquidity of the Level 1 investments and its ability to
meet the liabilities of the Company as and when they fall
due; and
– the operational resilience of key service organisations.
We considered whether these risks could plausibly affect the
liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Company’s liquid
investment position (and the results of their stress testing).
We considered whether the going concern disclosure in note 1
to the financial statements gives a full and accurate description
of the Directors’ assessment of going concern, including the
identified risks and related sensitivities.
Our conclusions based on this work:
– we consider that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
– we have not identified, and concur with the directors’
assessment that there is not, a material uncertainty related
to events or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to continue
as a going concern for the going concern period;
– we have nothing material to add or draw attention to in
relation to the directors’ statement in note 1 to the financial
statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
significant doubt over the Company’s use of that basis for
the going concern period, and we found the going concern
disclosure in note 1 to be acceptable; and
– the related statement under the Listing Rules set out
on page 41 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee that
the Company will continue in operation.
5. Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
– enquiring of Directors as to the Company’s high‑level
policies and procedures to prevent and detect fraud,
as well as whether they have knowledge of any actual,
suspected or alleged fraud;
– assessing the segregation of duties in place between the
Directors, the Administrator and the Company’s Investment
Manager; and
– reading Board and Audit Committee minutes.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular to the risk that management may be in a position
to make inappropriate accounting entries. We evaluated the
design and implementation of the controls over journal entries
and other adjustments and made inquiries of the Administrator
about inappropriate or unusual activity relating to the processing
of journal entries and other adjustments. We substantively
tested all material post‑ closing entries and, based on the
results of our risk assessment procedures and understanding
of the process, including the segregation of duties between
the Directors and the Administrator, no further high‑risk journal
entries or other adjustments were identified.
On this audit we do not believe there is fraud risk related to
revenue recognition because the revenue is non‑judgemental
and straightforward, with limited opportunity for manipulation.
We did not identify any significant unusual transactions or
additional fraud risks.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the
financial statements from our general commercial and sector
experience and through discussion with the Directors, the
Investment Manager and the Administrator (as required by
auditing standards) and discussed with the Directors the
policies and procedures regarding compliance with laws and
regulations. As the Company is regulated, our assessment
of risks involved gaining an understanding of the control
environment including the entity’s procedures for complying
with regulatoryrequirements.
ODYSSEAN INVESTMENT TRUST PLC
68
5. Fraud and breaches of laws and regulations –ability to
detect (continued)
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies legislation),
distributable profits legislation, and its qualification as an
Investment Trust under UK taxation legislation, any breach of
which could lead to the Company losing various deductions
and exemptions from UK corporation tax, and we assessed the
extent of compliance with these laws and regulations as part of
our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and
regulations where the consequences of non‑compliance
could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of
fines or litigation. We identified the following areas as those
most likely to have such an effect: money laundering, data
protection, bribery and corruption legislation and certain aspects
of company legislation recognising the financial and regulated
nature of the Company’s activities and its legal form. Auditing
standards limit the required audit procedures to identify
non‑compliance with these laws and regulations to enquiry of
the Directors and the Administrator and inspection of regulatory
and legal correspondence, if any. Therefore if a breach of
operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed
non‑compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remained a higher risk of
non‑detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non‑compliance or fraud and cannot be expected to detect
non‑compliance with all laws and regulations.
6. We have nothing to report on the other information in
the Annual Report
The directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements
audit work, the information therein is materially misstated
or inconsistent with the financial statements or our audit
knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
– we have not identified material misstatements in the
strategic report and the directors’ report;
– in our opinion the information given in those reports for the
financial year is consistent with the financial statements;
and
– in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the financial statements and our
auditknowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
– the directors’ confirmation within the principal risks (page
36) that they have 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 Emerging and Principal Risks disclosures describing
these risks and how emerging risks are identified, and
explaining how they are being managed and mitigated; and
– the directors’ explanation in the viability statement of how
they have assessed the prospects of the Company, over
what period they have done so and why they considered
that period to be appropriate, and their 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 their
assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the viability statement, set out
on pages 41 and 42 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and our
auditknowledge.
ODYSSEAN INVESTMENT TRUST PLC
69
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
6. We have nothing to report on the other information in
the Annual Report (continued)
Our work is limited to assessing these matters in the context
of only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the
time they were made, the absence of anything to report on
these statements is not a guarantee as to the Company’s
longer‑termviability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the financial statements
and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
– the directors’ statement that they consider that the annual
report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model and strategy;
– the section of the annual report describing the work of
the Audit Committee, including the significant issues that
the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
– the section of the annual report that describes the review
of the effectiveness of the Company’s risk management
and internal control systems.
We are required to review the part of the Corporate Governance
Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified by
the Listing Rules for our review. We have nothing to report in
this respect.
7. We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to
you if, in our opinion:
– adequate accounting records have not been kept, or
returns adequate for our audit have not been received from
branches not visited by us; or
– the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
– certain disclosures of directors’ remuneration specified by
law are not made; or
– we have not received all the information and explanations
we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on pages 63
and 64, the directors are responsible for: the preparation of the
financial statements including being satisfied that they give a
true and fair view; 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; 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 they either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is
a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
9. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Matthew Humphrey, (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GH
11 June 2024
ODYSSEAN INVESTMENT TRUST PLC
70
FINANCIAL STATEMENTS
71 Statement of Comprehensive Income
72 Statement of Changes in Equity
73 Statement of Financial Position
74 Cash Flow Statement
75 Notes to the Financial Statements
Financial Statements
ODYSSEAN INVESTMENT TRUST PLC
71
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Statement of Comprehensive Income
Year ended 31 March 2024 Year ended 31 March 2023
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Income 2 2,194 – 2,194 2,720 – 2,720
Losses on investments at fair value 7 – (6,247) (6,247) – (4,295) (4,295)
Gross return 2,194 (6,247) (4,053) 2,720 (4,295) (1,575)
Portfolio management fee 3 (1,801) – (1,801) (1,718) – (1,718)
Other expenses 4 (854) – (854) (785) – (785)
Total expenses (2,655) – (2,655) (2,503) – (2,503)
Net return before taxation (461) (6,247) (6,708) 217 (4,295) (4,078)
Taxation 5 (11) – (11) (12) – (12)
Net return for the period (472) (6,247) (6,719) 205 (4,295) (4,090)
Basic and diluted return per share (pence) 6 (0.4) (5.3) (5.7) 0.2 (4.1) (3.9)
The total column of this statement is the Income Statement of the Company prepared in accordance with International
Financial Reporting Standards (“IFRS”), as adopted by the United Kingdom. The supplementary revenue and capital
columns are presented in accordance with the Statement of Recommended Practice issued by the AIC (“AIC SORP”).
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or
discontinued during the period.
There is no other comprehensive income, and therefore the net return for the period is also the total comprehensive
income.
The accompanying notes are an integral part of these financial statements.
for the year ended 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
72
Statement of Changes in Equity
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Year ended 31 March 2024
Opening balance as at 1 April 2023 1,129 40,556 85,475 53,968 77 181,205
Net return for the year – – – (6,247) (472) (6,719)
Net proceeds from share issuance 10 85 12,986 – – – 13,071
As at 31 March 2024 1,214 53,542 85,475 47,721 (395) 187,557
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
To t a l
£’000
Year ended 31 March 2023
Opening balance as at 1 April 2022 962 13,244 85,475 58,263 (128) 157,816
Net return for the year – – – (4,295) 205 (4,090)
Net proceeds from share issuance 10 167 27,312 – – – 27,479
As at 31 March 2023 1,129 40,556 85,475 53,968 77 181,205
The accompanying notes are an integral part of these financial statements.
for the year ended 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
73
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Statement of Financial Position
Notes
31 March
2024
£’000
31 March
2023
£’000
Non current assets
Investments at fair value through profit or loss 7 182,296 180,394
Current assets
Trade and other receivables 8 1,937 1,146
Cash 4,935 1,370
6,872 2,516
Total assets 189,168 182,910
Current liabilities
Trade and other payables 9 (1,611) (1,705)
Total liabilities (1,611) (1,705)
Total assets less current liabilities 187,557 181,205
Net assets 187,557 181,205
Represented by:
Share capital 10 1,214 1,129
Share premium account 53,542 40,556
Special distributable reserve 10 85,475 85,475
Capital reserve 47,721 53,968
Revenue reserve (395) 77
Total equity attributable to equity holders of the Company 187,557 181,205
Basic and diluted NAV per ordinary share (pence) 11 154.4 160.4
The accompanying notes are an integral part of these financial statements.
These statements were approved and authorised for issue by the Board on 11June 2024 and signed on its behalf by:
Linda Wilding
Chairman
Company Registered Number: 11121934
as at 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
74
Cash Flow Statement
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Reconciliation of net return before taxation to net cash outflow from
operating activities
Net return before taxation (6,708) (4,078)
Losses on investments held at fair value through profit and loss 6,247 4,295
Decrease/(increase) in receivables 267 (282)
Increase/(decrease) in payables 32 (2,337)
Taxation paid (11) (12)
Net cash outflow from operating activities (173) (2,414)
Investing activities
Purchases of investments (49,680) (107,939)
Sales of investments 40,346 79,067
Net cash outflow from investing activities (9,334) (28,872)
Financing activities
Net proceeds from share issuance 13,071 27,479
Net cash inflow from financing activities 13,071 27,479
Increase/(decrease) in cash 3,564 (3,807)
Cash at the beginning of the year 1,370 5,197
Exchange rate movements 1 (20)
Increase/(decrease) in cash 3,564 (3,807)
Cash at end of the year 4,935 1,370
The accompanying notes are an integral part of these financial statements.
for the year ended 31 March 2024
ODYSSEAN INVESTMENT TRUST PLC
75
for the year ended 31 March 2024
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
1. Material Accounting Policies
Odyssean Investment Trust PLC is a listed public company incorporated and registered in England and
Wales.The registered office of the Company is 25 Southampton Buildings, London WC2A 1AL. The principal
activity of the Company is that of an investment trust company within the meaning of sections 1158/1159 of the
Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.
a) Basis of preparation
The financial statements of the Company have been prepared in accordance with IFRS as adopted by the
United Kingdom which comprise standards and interpretations approved by the International Accounting
Standards Board (“IASB”), and as applied in accordance with the provisions of the Companies Act 2006.
The annual financial statements have also been prepared in accordance with the AIC SORP for the financial
statements of investment trust companies and venture capital trusts, except to any extent where it is not
consistent with the requirements of IFRS.
In order to better reflect the activities of an investment trust company and in accordance with guidance
issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income
between items of a revenue and capital nature has been prepared alongside the Statement of Comprehensive
Income.
The functional currency of the Company is Sterling because this is the currency of the primary economic
environment in which the Company operates. The financial statements are also presented in Sterling rounded
to the nearest thousand, except where otherwise indicated.
b) Going concern
The financial statements have been prepared on a going concern basis that approval as an investment trust
company will continue to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are
satisfied that the Company has the resources to continue in business for the foreseeable future, being a period
of at least 12 months from the date these financial statements were approved. In making the assessment,
the Directors have considered the likely impacts of the ongoing and potential further risks arising from the
conflicts in Ukraine and the Middle East on the Company, operations and the investment portfolio.
The Directors noted the net cash balance exceeds any short-term liabilities, the Company has no debt and
the Company holds a portfolio of investments listed on the London Stock Exchange. The Company is a
closed end fund, where assets are not required to be liquidated to meet redemptions. Whilst the economic
future is uncertain, and the Directors believe it is possible the Company could experience further reductions
in income and/or market value this should not be to a level which would threaten the Company’s ability to
continue as a going concern. The Directors, the Portfolio Manager and other service providers have put in
place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material
uncertainties that may cast doubt upon the Company’s ability to continue as a going concern, having taken
into account the liquidity of the Company’s investment portfolio and the Company’s financial position in
respect of its cash flows, debt and investment commitments. Therefore, the financial statements have been
prepared on a going concern basis.
c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of the business, being
investment business in accordance with its Investment Objective and Policy.
Notes to the Financial Statements
ODYSSEAN INVESTMENT TRUST PLC
76
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
1. Material Accounting Policies (continued)
d) Accounting developments
In the current year, the Company has applied a number of amendments to IFRS, issued by the IASB. These
include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes
in disclosure and presentation requirements.
The adoption of the changes has had no material impact on the current or prior years’ financial statements.
e) Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and the reported amounts in the Statement
of Financial Position, the Statement of Comprehensive Income and the disclosure of contingent assets and
liabilities at the date of the financial statements. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates.
No critical accounting judgments or significant estimations were made by the Company in the preparation of
its financial statements for the year ended 31 March 2024.
f ) Investments
The Company’s business is investing in financial assets with a view to profiting from their total return in
the form of income and capital growth. This portfolio of financial assets is managed and its performance
evaluated on a fair value basis in accordance with the documented investment strategy and information is
provided internally on that basis to the Company’s Board of Directors and other key management personnel.
All investments are designated upon initial recognition as held at fair value through profit or loss, and are
measured at subsequent reporting dates at fair value, which is bid price for investments traded in active
markets. The Company derecognises a financial asset only when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. On derecognition of a financial asset, the difference between the
asset’s carrying amount and the sum of consideration received and receivable and the cumulative gain or loss
that had been accumulated is recognised in profit or loss.
All gains and losses are allocated to the capital return within the Statement of Comprehensive Income. Also
included within this heading are transaction costs in relation to the purchase or sale of investments. When
a sale or purchase is made under a contract, the terms of which require delivery within the timeframe of the
relevant market, the investments concerned are recognised or derecognised on the trade date.
Fair values for unquoted investments are established by using various valuation techniques in accordance
with the International Private Equity and Venture Capital Valuation (the “IPEV”) guidelines. These may
include recent arm’s length market transactions, earnings multiples and the net asset basis. The Company
held no unquoted investments as at 31 March 2024 (2023: none).
All investments for which a fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy levels set out in note 7.
ODYSSEAN INVESTMENT TRUST PLC
77
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
1. Material Accounting Policies (continued)
g) Income
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends
receivable on equity shares where no ex-dividend date is quoted are brought into account when the
Company’s right to receive payment is established. Dividends from overseas companies are shown gross of
any withholding taxes which are disclosed separately in the Statement of Comprehensive Income.
Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether
a dividend should be regarded as capital or revenue receipt, the Board reviews all relevant information as to
the sources of the dividend on a case-by-case basis.
When the Company has elected to receive scrip dividends in the form of additional shares rather than in
cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value of the cash
dividend is recognised in the capital column.
All other income is accounted on a time-apportioned accruals basis and is recognised in the Statement of
Comprehensive Income.
h) Expenses
All expenses are accounted on an accruals basis and are allocated wholly to revenue with the exception of the
Performance Fees and transaction costs which are allocated wholly to capital, as the fee payable by reference
to the capital performance of the Company.
i) Share capital and reserves
The share capital represents the nominal value of equity shares.
The share premium account represents the accumulated premium paid for shares issued above their nominal
value less issue expenses. This reserve is not distributable.
The special distributable reserve was created on 8August 2018 following approval of the Court to cancel
the Company’s share premium account, accumulated through initial placing and subsequent issuance of the
Company’s ordinary shares over the period between 1 May 2018 and 27 June 2018.. This reserve may be used
for the costs of share buybacks, the cancellation of shares, and distribution by way of dividends.
The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and
revaluation of investments and of foreign currency items. In addition, performance fee costs are allocated to
the capital reserve. The amount within the capital reserve less unrealised gains is available for distribution. The
realised gains within the capital reserve amounted to £57,437,000 as at 31 March 2024 (2023: £56,516,000).
The Company does not intend to make distributions out of its capital reserve.
The revenue reserve represents the surplus of accumulated revenue profits being the excess of income derived
from holding investments less the costs associated with running the Company. This reserve may be distributed
by way of dividends, to the extent realised.
ODYSSEAN INVESTMENT TRUST PLC
78
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
2. Income
Year ended 31 March 2024 Year ended 31 March 2023
Income
£’000
Capital
£’000
Total
£’000
Income
£’000
Capital
£’000
To t a l
£’000
Income from investments
UK dividends 1,825 – 1,825 2,170 – 2,170
Overseas dividends 200 – 200 420 – 420
2,025 – 2,025 2,590 – 2,590
Other income
Bank Interest 169 – 169 130 – 130
Total income 2,194 – 2,194 2,720 – 2,720
3. Portfolio management fee
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Portfolio management fee 1,801 – 1,801 1,718 – 1,718
Performance fee – – – – – –
1,801 – 1,801 1,718 – 1,718
The Company may be liable to pay a performance fee depending on the performance of the Company over a
rolling three-year period. Based on the performance of the Company to 31 March 2024, no performance fee has
been accrued (2023:£nil).
Further details of the Company’s management fee and performance fee arrangements can be found in Business
Review on pages 32 and 33.
ODYSSEAN INVESTMENT TRUST PLC
79
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
4. Other expenses
Year to
31 March 2024
£’000
Year to
31 March 2023
£’000
Frostrow Capital 404 385
Directors’ fees* 135 92
Broker fees 60 60
Auditor fees** 63 52
Depositary and Custody fees 29 29
Registrar fees 19 21
Other expenses 144 146
854 785
* Peter Hewitt does not receive a Director fee in respect of his services to the Company, owing to his employment as a Director of Global Equities at
Columbia Threadneedle. The increase in total Directors’ fees from 2023 is mainly due to the addition of two Directors to the Board during the current
year. Further details can be found in the Directors’ Remuneration Report on page 60.
** Exclusive of VAT. The Company’s auditor provided no non-audit services (2023: none) during the year.
5. Taxation
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Analysis of charge in year
Current tax:
Overseas withholding tax suffered 11 – 11 12 – 12
11 – 11 12 – 12
ODYSSEAN INVESTMENT TRUST PLC
80
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
5. Taxation (continued)
The tax charged for the period is lower than the standard rate of corporation tax in the UK of 25% (2023: 19%).
The differences are explained below:
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Net return before taxation (461) (6,247) (6,708) 217 (4,295) (4,078)
Theoretical tax at UK corporation tax
rate of 25% (2023: 19%) (115) (1,562) (1,677) 41 (816) (775)
Effects of:
UK dividends that are not taxable (506) – (506) (517) – (517)
Non-taxable investment losses – 1,562 1,562 – 816 816
Irrecoverable overseas withholding tax 11 – 11 12 – 12
Unrelieved excess management
expenses 621 – 621 476 – 476
11 – 11 12 – 12
Factors that may affect future tax charges
At 31 March 2024, the Company had no unprovided deferred tax liabilities (2023: £nil). At that date, based on
current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses
of £15,244,000 (2023: £12,759,000) that are available to offset future taxable revenue. A deferred tax asset
of £3,811,000 (2023: £3,190,000) has not been recognised because the Company is not expected to generate
sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the
Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments
because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for
approval as an Investment Trust company.
6. Return per ordinary share
The capital, revenue and total return per ordinary share are based on the net return for the period shown in the
Statement of Comprehensive Income and the weighted average number of ordinary shares during the period of
116,957,728 (2023:104,414,502).
There are no dilutive instruments issued by the Company.
ODYSSEAN INVESTMENT TRUST PLC
81
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
7. Investments held at fair value through profit or loss
As at
31 March
2024
£’000
As at
31 March
2023
£’000
Opening book cost 182,942 128,482
Opening unrealised investment holding (losses)/gains (2,548) 26,866
Opening fair value 180,394 155,348
Analysis of transactions made during the year
Purchases at cost 49,550 108,859
Sales proceeds received (41,404) (79,511)
Gains on sales of investments 924 25,112
Unrealised losses on investment holding (7,168) (29,414)
Closing fair value 182,296 180,394
Closing book cost 192,012 182,942
Closing unrealised investment holding losses (9,716) (2,548)
Closing fair value 182,296 180,394
Transaction costs 246 645
ODYSSEAN INVESTMENT TRUST PLC
82
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
7. Investments held at fair value through profit or loss (continued)
The Company is required to classify fair value measurements using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The fair value hierarchy consists of the following
three levels:
– Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
An active market is a market in which transactions for the asset or liability occur with sufficient frequency
and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would
take place between market participants at the measurement date. Quoted prices provided by external pricing
services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market
transactions on an arms length basis.
– Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
– Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.
For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a
fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs,
that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors specific to the asset or liability.
As at 31 March 2024 As at 31 March 2023
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
To t a l
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Quoted at fair value 182,296 182,296 – – 180,394 174,832 5,562 –
Total 182,296 182,296 – – 180,394 174,832 5,562 –
During the year ended 31 March 2024, £8,685,000 of level 2 investments were transferred to level 1 (2023:
£5,562,000) of level 1 investments were transferred to level 2.
8. Trade and other receivables
As at
31 March
2024
£’000
As at
31 March
2023
£’000
Due from brokers 1,807 749
Dividend income receivable 62 337
Other receivables 68 60
1,937 1,146
ODYSSEAN INVESTMENT TRUST PLC
83
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
9. Trade and other payables
As at
31 March
2024
£’000
As at
31 March
2023
£’000
Due to brokers 975 1,101
Portfolio management fees 463 483
Other payables 173 121
1,611 1,705
10. Share capital
Year ended 31 March 2024 Year ended 31 March 2023
Number of
Shares £’000
Number of
Shares £’000
Issued and fully paid:
Ordinary shares of 1p:
Balance at beginning of the period 112,945,053 1,129 96,248,053 962
Shares issued during the year 8,507,000 85 16,697,000 167
Balance at end of the period 121,452,053 1,214 112,945,053 1,129
The Company currently has no shares in treasury. During the year, the Company issued 8,507,000 new ordinary
shares (2023: 16,697,000).
11. Net asset value per ordinary share
The basic net asset value per ordinary share is based on net assets of £187,557,000 (2023: £181,205,000) and the
number of ordinary shares in issue of 121,452,053 (2023: 112,945,053).
There are no dilutive instruments issued by the Company.
ODYSSEAN INVESTMENT TRUST PLC
84
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
12. Financial Instruments
The Company’s financial instruments include its investment portfolios, cash balances, trade receivables and
trade payables that arise directly from its operations. Adherence to the Company’s investment policy is key to
mitigating risk.
Risks
The Portfolio Manager monitors the financial risks affecting the Company on an ongoing basis and the Board
regularly receives financial information, which is used to identify and monitor risk. All risks are actively reviewed
and managed by the Board.
The risks identified arising from the Company’s financial instruments are:
(i) market risk, including market price risk, interest rate risk and currency risk;
(ii) liquidity risk;
(iii) credit and counterparty risk
(i) Market risk
Market risk is the risk of loss arising from movements in observable market variables. The fair value of future
cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The
Portfolio Manager assesses the exposure to market risk when making each investment decision and these risks are
monitored by the Portfolio Manager on a regular basis and the Board at meetings with the Portfolio Manager.
Market price risk
The Company is exposed to market price risk (i.e. changes in market prices other than those arising from
currency or interest rate risk) which may affect the value of investments whose future prices are uncertain. The
Company’s exposure to market price risk comprises movements in the value of the Company’s investments.
If the fair value of the Company’s investments at the year-end increased or decreased by 10%, then it would
have had an impact on the Company’s capital return and equity of £18,230,000 (2023: £18,039,000).
The Portfolio Manager manages this risk by following the investment objective and policy as set out in the
prospectus. The Portfolio Manager assesses the exposure to market price risk when making each investment
decision and monitors the overall level of market price risk on the whole investment portfolio on an ongoing
basis. The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable
future.
Currency risk
Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of
changes in foreign exchange rates. The Company held one investment in foreign currencies as at 31March2024
(2023: two). Whilst the Company’s other investments are denominated in sterling, the Company may have
currency exposure through the trading activities of its investee companies.
The Portfolio Manager does not hedge underlying portfolio companies.
ODYSSEAN INVESTMENT TRUST PLC
85
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
12. Financial instruments (continued)
Foreign currency exposures
Fair values of the Company’s investments denominated in foreign currencies are shown below. The Company
has no other foreign currency denominated assets or liabilities.
As at
31 March
2024
£’000
As at
31 March
2023
£’000
Euro 7,609 2,839
Norwegian krone – 5,563
7,609 8,402
Foreign currency sensitivity
The table below shows the impact on the Company’s net loss after taxation for the year ended and net assets,
if sterling had strengthened/weakened by 10% against the Euro and Norwegian krone.
As at
31 March
2024
£’000
As at
31 March
2023
£’000
Euro (692)/845 (258)/315
Norwegian krone – (506)/618
(692)/845 (764)/933
Interest rate risk
Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Interest rate movements may potentially affect future cash flows from the
level of income receivable on cash deposits.
The Company’s bank balances are subject to a variable rate of interest, it does not generate significant income
from interest and the Portfolio Manager does not hedge against this. The Company has no gearing and
therefore there is limited downside risk from increasing interest costs on borrowings.
Based on the Company’s cash balance as at 31 March 2024 of £4,935,000 (2023: £1,370,000), a 1% increase
in interest rates would increase the revenue return and net assets by £49,000 (2023: £14,000) and a fall of 1%
in interest rates would have the opposite effect on the Company’s revenue return and net assets..
The Portfolio Manager actively manages the cash positions of the Company.
ODYSSEAN INVESTMENT TRUST PLC
86
for the year ended 31 March 2024
Notes to the Financial Statements (continued)
12. Financial instruments (continued)
(ii) Liquidity risk
The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding
commitments and obligations. Liquidity risk is mitigated by the fact that the Company has £4,935,000
(2023:£1,370,000) cash at bank and the assets are readily realisable. The Company is a closed-end fund and
assets do not need to be liquidated to meet redemptions.
The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future.
The Portfolio Manager will manage the portfolio to maintain sufficient cash balances to meet its obligations or
liabilities as they fall due.
(iii) Credit risk
This is the risk a counterparty of the Company will not meet their obligations to the Company.
The Company does not have any significant exposure to credit risk arising from one individual party. Credit risk
is spread across a number of counterparties, each having an immaterial effect on the Company’s cash flows, should
a default happen. The credit standing of all counterparties is reviewed periodically and assesses the debtors to
ensure they are neither past due or impaired.
All the investments of the Company which are traded on a recognised exchange are held by the Company’s
custodian, CACEIS Investor Services Bank S.A. (London Branch). All the Company’s cash is also held by
CACEIS. The Portfolio Manager and the Board actively monitor the relationship with CACEIS and review its
internal control report.
13. Related party transactions
The amount incurred in respect of Portfolio Management fees during the period to 31 March 2024 was £1,801,000
(2023: 1,718,000), of which £463,000 (2023: £483,000) was outstanding at 31 March 2024.
Fees paid to the Company’s Directors and Directors’ shareholdings, are disclosed in the Directors’ Remuneration
Report. At the year end, there were no outstanding fees payable to Directors (2023: £nil).
14. Subsequent events
On 3 June 2024, the Company received a special dividend of £7.7m from Ascential PLC, one of the investments
in the Company’s portfolio, following the disposal of Ascential’s product design and digital commerce divisions.
The ex-dividend date was 20 May 2024.
On 5 June the Company announced that 785,596 shares had been tendered by shareholders, representing 0.6%
of the Company’s issued share capital. On 7 June, the Company announced that all of these shares had been
resold to institutional shareholders. As a result, the share count of the Company has remained flat. Further details
can be found in the Chairman’s Statement.
ODYSSEAN INVESTMENT TRUST PLC
87
Additional Information and Notice of AGM
ADDITIONAL INFORMATION
88 Shareholder Information
89 Glossary
91 Notice of Annual General Meeting
98 Explanatory Notes to the Resolutions
101 Corporate Information
ODYSSEAN INVESTMENT TRUST PLC
88
Investing in the Company
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including Investment
Dealing Accounts, ISAs, Junior ISAs and SIPPs) which
facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number
of investment platforms that offer these facilities. A list of
some of them, that is neither 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
Halifax Share Dealing www.halifaxsharedealing-
online.co.uk/
Hargreaves Lansdown www.hl.co.uk
HSBC www.hsbc.co.uk/investments
iDealing www.idealing.com
interactive investor www.ii.co.uk
iWeb www.iweb-sharedealing.co.uk/
share-dealing-home.asp
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 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 market, the share price will
fluctuate in accordance with the supply and demand and
may not reflect the underlying net asset value of the shares;
where the share price is less than the underlying value of the
assets, the difference is known as the ‘discount’. For these
reasons investors may not get back the original amount
invested. Although the Company’s shares are denominated
in sterling, it may invest in stocks and shares which are
exposed to currencies other than sterling and to the extent
they do so, they may be affected by movements in exchange
rates. Investors should note that tax rates and reliefs may
change at any time in the future. The value of ISA tax
advantages will depend on personal circumstances. The
favourable tax treatments of ISAs may not be maintained.
Share capital and NAV information
Ordinary 1p shares 121,452,053 as at 31 March 2024
SEDOL number BFFK7H5
ISIN GB00BFFK7H57
Ticker OIT
LEI 213800RWVAQJKXYHSZ74
The Company’s NAV is released daily to the London Stock
Exchange and published on the Company’s website.
Sources of further information
Copies of the Company’s Annual and Interim Reports, Stock
Exchange announcements and further information on the
Company can be obtained from its website: www.oitplc.com.
Share register enquiries
The register for the ordinary shares is maintained by Equiniti
Limited. In the event of queries regarding your holding,
please contact the Registrar on 0371 384 2030. Changes
of name and/or address must be notified in writing to the
Registrar, at the address shown on page 106. You can check
your shareholding and find practical help on transferring
shares or updating your details at www.shareview.co.uk.
Key dates
Company’s year end 31 March
Annual results announced May/June
AGM September
Company’s half-year end 30 September
Half-yearly results announced November/December
Association of Investment Companies
The Company is a member of the AIC, which publishes
monthly statistical information in respect of member
companies. The AIC can be contacted on 020 7282
5555, enquiries@theaic.co.uk or visit the website:
www.theaic.co.uk.
Shareholder Information
ODYSSEAN INVESTMENT TRUST PLC
89
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
AGM
Annual General Meeting
AIC
Association of Investment Companies
Alternative Performance Measure (‘APM’)
An APM is a numerical measure of the Company’s current,
historical or future financial performance, financial
position or cash flows, other than a financial measure
defined or specified in the applicable financial framework.
Comparator Index Total Return
The Company’s Comparator Index is the DNSC
(formerly NSCI) (Deutsche Numis Smaller Companies
Index) ex IC plus AIM Total Return Index. The benchmark
is used only as a yard stick to compare investment
performance.
Year to
31 March
2024
Year to
31 March
2023
1 May
2018 to
31March
2024
Closing
index 15,636 15,187 15,636 a
Opening
index 15,187 17,530 14,955 b
Index total
return 3.0% (13.4%) 4.6% c=(a-b)/b
Cost
The book cost of each investment is the total acquisition
value, including transaction costs, less the value of any
disposals or capitalised distributions allocated on a
weighted average cost basis.
ESG
Environmental, social and governance
Gearing
Gearing refers to the ratio of the Company’s debt to its
equity capital. The Company may borrow money to invest
in additional investments for its portfolio. If the Company’s
assets grow, the shareholders’ assets grow proportionately
more because the debt remains the same. If the Company’s
assets fall, the situation is reversed. Gearing can therefore
enhance performance in rising markets but can adversely
impact performance in falling markets. The Company had
no borrowings during the year (2023: nil).
IPO
Initial public offering
M&A
Mergers and acquisitions
NAV Total Return (APM)
NAV total return is the closing NAV per share including
any cumulative dividends paid as a percentage over the
opening NAV. NAV total return is an alternative way
of measuring investment management performance of
investment trusts which is not affected by movements in
the share price.
Year to
31 March
2024
Year to
31 March
2023
Inception
to
31March
2024
Closing
NAV per
share (p) 154.4 160.4 154.4 a
Opening
NAV per
share (p) 160.4 164.0 100.0 b
Dividend
reinvested
(p) – – –
NAV total
return (3.7%) (2.2%) 54.4% c=(a-b)/b
Glossary
ODYSSEAN INVESTMENT TRUST PLC
90
Ongoing Charges Ratio (APM)
As recommended by the AIC in its guidance, ongoing
charges are the Company’s annualised expenses (excluding
finance costs and certain non-recurring items) expressed
as a percentage of the average monthly net assets of the
Company during the year as disclosed to the London
Stock Exchange. Performance fees are excluded from
thecalculation.
31 March
2024
31 March
2023
Ongoing charges per Note 3
and 4 2,655,000 2,503,000 a
Average net asset value 179,954,000 172,320,000 b
Ongoing charges ratio 1.48% 1.45% c=a/b
P/E
Price earnings ratio
R&D
Research and development
TMT
Technology, media and telecom
Share price premium/discount to NAV per share
(APM)
A description of the difference between the share price
and the net asset value per share. The size of the premium/
discount is calculated by subtracting the share price from
the NAV per share and is usually expressed as a percentage
of the NAV per share. If the share price is higher than the
net asset value per share the result is a premium. If the share
price is lower than the net asset value per share, the shares
are trading at a discount.
Premium/(Discount)
Calculation
31 March
2024
31 March
2023
Closing NAV per share
(p) 154.4 160.4 a
Closing share price (p) 155.5 164.0 b
Premium 0.7% 2.2% c=(b-a)/a
The premium/discount is calculated in accordance with
guidelines issued by the AIC.
Share Price Total Return (APM)
Total return statistics enable the investor to make
performance comparisons between investment trusts with
different dividend policies. The combined effect of any
dividends paid, together with the rise or fall in the share
price. This is calculated by the movement in the share price
plus dividend income reinvested by the Company at the
prevailing share price.
Share Price Total Return
31 March
2024
31 March
2023
Closing share price (p) 155.5 164.0 a
Opening share price (p) 164.0 166.0 b
Dividend reinvested (p) – –
Share price total return (5.2%) (1.2%) c=(a-b)/b
UCITS
Undertakings for the Collective Investment in Transferable
Securities
Volatility
The term volatility describes how much and how quickly
the share price or net asset value has tended to change in
the past. Those investments with the greatest movement
in their share prices are known as having high volatility,
whereas those with a narrow range of change are known as
having low volatility.
Glossary (continued)
ODYSSEAN INVESTMENT TRUST PLC
91
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
This document is important and requires your immediate attention. If you are in any doubt as to what action you
should take, you are recommended to seek your own financial advice from your stockbroker or other independent
adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in Odyssean Investment Trust plc, please forward this
document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for transmission to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the sixth ANNUAL GENERAL MEETING of Odyssean Investment Trust plc will
be held at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD at 12 noon on Wednesday,
4September 2024 to consider and vote on the resolutions below:
Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) will be
proposed as special resolutions.
1. To receive and, if thought fit, to accept the Strategic Report, Directors’ Report, Auditors Report and the audited
Financial Statements for the year ended 31 March 2024.
2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2024.
3. To elect Ms Linda Wilding as a Director of the Company.
4. To re-elect Miss Arabella Cecil as a Director of the Company.
5. To re-elect Mr Peter Hewitt as a Director of the Company.
6. To re-elect Mr Richard King as a Director of the Company.
7. To re-elect Mr Neil Mahapatra as a Director of the Company.
8. To approve the Company’s dividend policy, as set out on page 25 of the Annual Report for the year ended
31March2024.
9. To re-appoint KPMG LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the
conclusion of the next general meeting at which financial statements are laid before the Company.
10. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.
11. THAT, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies
Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary shares up to 12,352,705 (representing
approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if
changed, 10% of the ordinary shares in issue immediately following the passing of this resolution, such authority
to expire at conclusion of the Company’s AGM to be held in 2025, or 15 months from the date of passing this
resolution, whichever is the earlier, unless renewed, varied or revoked by the Company in a general meeting, save that
the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which
would or might require ordinary shares to be allotted in pursuance of such offer or agreement as if such authority
had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors
to allot ordinary shares but without prejudice to any allotment of ordinary shares or grant of rights made, offered or
agreed to be made pursuant to such authorities.
Notice of Annual General Meeting
ODYSSEAN INVESTMENT TRUST PLC
92
12. THAT, subject to the passing of Resolution 11, the Directors be generally and unconditionally authorised in
accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to
allot ordinary shares up to a further 12,352,705 (representing approximately 10% of the ordinary shares in issue as
at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately
following the passing of this resolution, such authority to expire at conclusion of the Company’s AGM to be held
in 2025, or 15 months from the date of passing this resolution, whichever is the earlier, unless renewed, varied or
revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such
authority, make an offer or enter into an agreement which would or might require ordinary shares to be allotted in
pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all
unexercised authorities previously granted to the Directors to allot ordinary shares but without prejudice to the
authority granted to the Directors pursuant to Resolution 11, or any allotment of ordinary shares or grant of rights
made, offered or agreed to be made pursuant to such authorities.
13. THAT, subject to the passing of Resolution 11, the Directors be generally empowered (pursuant to sections 570 and
573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for cash
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to
the issue of up to 12,352,705 shares (representing approximately 10% of the ordinary shares in issue as at the date of
this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the
passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held in 2025 unless
previously revoked, varied or renewed by the Company in general meeting save that the Company may, at any time
prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary
shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell from
treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired.
14. THAT, subject to the passing of Resolution 12, the Directors be generally empowered (pursuant to sections 570 and
573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for
cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited
to the issue of up to a further 12,352,705 shares (representing approximately 10% of the ordinary shares in issue as
at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately
following the passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held
in 2025 unless previously revoked, varied or renewed by the Company in general meeting, save that the Company
may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might
require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot
or sell from treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired. This
resolution is in addition to the authority granted pursuant to, but without prejudice to that granted to, the Directors
in Resolution 13 above.
15. THAT, the Company be authorised in accordance with section 701 of the Companies Act 2006 (the “Act”) to make
market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that the maximum
number of ordinary shares authorised to be purchased will be up to 14.99% of the ordinary shares in issue (excluding
treasury shares) immediately following the passing of this resolution. The minimum price which may be paid for an
ordinary share is £0.01. The maximum price which may be paid for an ordinary share must not be more than the
higher of:
(i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the 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.
Notice of Annual General Meeting (continued)
ODYSSEAN INVESTMENT TRUST PLC
93
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Such authority will expire at the AGM of the Company to be held in 2025, or 15 months from the date of passing
this resolution, whichever is the earlier, save that the Company may contract to purchase ordinary shares under the
authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly
or partly after the expiry of such authority and may purchase ordinary shares in pursuance of such contract. This
resolution revokes and replaces all unexercised authorities previously granted to the Directors to make market
purchases of ordinary shares.
16. THAT, a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.
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
11 June 2024
Registered Office: 25 Southampton Buildings, London WC2A 1AL
Notice of Annual General Meeting (continued)
ODYSSEAN INVESTMENT TRUST PLC
94
Notes
1. Holders of ordinary shares are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak 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. If multiple proxies are appointed, they must not
be appointed in respect of the same shares. To be effective, the enclosed form of proxy, together with any power of
attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the
Company’s Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later
than 12.00 noon on Monday, 2 September2024.
If you return more than one proxy appointment, either by paper or electronic communication, that received last by
Equiniti before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them
will not be disadvantaged.
The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/
she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every
member present in person or 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 act as proxy must be notified to the Company in writing. Amended
instructions must be received by the Company’s Registrar by the deadline for receipt of proxies.
To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each
appointment, stating clearly on each proxy form 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. If you require additional proxy forms, please contact
the Registrar’s helpline on +44 (0) 371 384 2030. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding
public holidays in England and Wales). All proxy forms must be signed and should be returned together in the same
envelope if possible.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the
joint holders appear in the Company’s Register of Members in respect of the joint holders (the first named being the
most senior).
2. Only those ordinary shareholders registered in the register of members of the Company as at 6.30 pm on Monday,
2September 2024 (the “specified time”) shall be entitled to attend or vote at the aforesaid AGM in respect of the
number of shares registered in their name at that time. Changes to entries on the relevant register of securities after
6.30 pm on Monday, 2 September 2024 shall be disregarded in determining the rights of any person to attend or vote
at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the
original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and
vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If, however,
the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s
register of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company
gives notice of the adjourned meeting, at the time specified in that notice.
3. Shareholders who hold their shares electronically may submit their votes through CREST. Instructions on how to
vote through CREST can be found by accessing the following website: www.euroclear.com.
Notice of Annual General Meeting (continued)
ODYSSEAN INVESTMENT TRUST PLC
95
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so for this meeting and any adjournment thereof 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 Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information required for such instructions, as described in the CREST
manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received
by them Company’s agent (ID RA19) by the latest time for receipt of proxy appointments specified in note 1 above.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other means. CREST members and, where
applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a)
of the Uncertificated Securities Regulations 2001.
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 AGM. 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.
The statements of the rights of members in relation to the appointment of proxies in note 1 above do not apply to a
Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.
5. Shareholders (and any proxies or representatives they appoint) agree, by attending the meeting, that they are expressly
requesting and that they are willing to receive any communications (including communications relating to the
Company’s securities) made at the meeting.
6. As at 10 June 2024 (being the latest practicable date prior to the publication of this notice), the Company’s issued
share capital amounted to 123,527,053ordinary shares carrying one vote each. Therefore, the total voting rights of
the Company as at the date of this notice of meeting were 123,527,053.
7. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its
behalf all of its powers as a member provided that they do not do so in relation to the same shares. To be able to attend
and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting
evidence satisfactory to the Company of their appointment. Corporate shareholders may also appoint one or more
proxies in accordance with note 1.
Notice of Annual General Meeting (continued)
ODYSSEAN INVESTMENT TRUST PLC
96
8. Any question relevant to the business of the AGM may normally be asked at the meeting by anyone permitted
to speak at the meeting. You can also submit your question in advance by letter addressed to the Secretary at the
registered office of the Company or by email to info@frostrow.com. The Company must answer any question asked
by a member relating to the business being dealt with at the meeting unless:
– answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of
confidential information;
– the answer has already been given on a website in the form of an answer to a question; or
– it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
9. Members should note that it is possible that, pursuant to requests made by members 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: (i) the audit of the Company’s financial statements (including the Auditor’s report and the
conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid
in accordance with section 437 of the Companies Act 2006. The Company may not require the members 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 Auditor no later than the time when it makes the statement available
on the website. The business which may be dealt with at the AGM includes any statement that the Company has been
required under section 527 of the Companies Act 2006 to publish on a website.
10. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give, to
members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend
to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless
(i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s
constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made
pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be
given, must be authenticated by the person(s) making it and must be received by the Company not later than six
weeks before the date of the AGM.
11. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include
in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be
included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is
defamatory of any person, or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy
or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must
be received by the Company not later than six weeks before the date of the AGM.
12. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the
chairman of the meeting as his/her proxy is to ensure that both he/she and his/her proxy comply with their respective
disclosure obligations under the UK Disclosure Guidance and Transparency Rules.
13. Copies of the letters of appointment of the Directors of the Company will be available for inspection at the registered
office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the date of this Notice until the conclusion of the AGM and on the date of the AGM at the offices
of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD from 11.45 a.m. until the conclusion of
themeeting.
Notice of Annual General Meeting (continued)
ODYSSEAN INVESTMENT TRUST PLC
97
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Notice of Annual General Meeting (continued)
14. This notice, the information required by section 311A of the Companies Act 2006 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 at www.oitplc.com.
15. Members may not use any electronic address provided either in the Notice of Meeting or any related documents
(including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.
ODYSSEAN INVESTMENT TRUST PLC
98
Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 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 31 March 2024 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
can be found on the Company’s website at www.oitplc.com under Corporate Information.
Resolution 2 – To receive and approve the Directors’ Remuneration Report
The Directors’ Remuneration Report is set out in full on pages 59 to 62 of the Annual Report.
Resolutions 3 to 7 – Election/Re-election of Directors
Resolutions 3 to 7 deal with the re-election and election of each Director. Biographies of each of the Directors can be
found on pages44 and 45 of the Annual Report.
The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform
effectively.
Resolution 8 – Approval of the Company’s Dividend Policy
Resolution 8 seeks shareholder approval of the Company’s dividend policy, which is set out on page 25 of the Annual
Report.
Resolutions 9 and 10 – Re-appointment of Auditor
Resolution 9 relates to the re-appointment of KPMG LLP as the Company’s independent auditor to hold office until
the next Annual General Meeting of the Company and Resolution 10 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 auditor's service agreement.
Resolutions 11 and 12 – Authority to Allot Ordinary Shares
Resolutions 11 and 12, ordinary resolutions 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. These resolutions 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 £123,527, representing approximately 10% of the Company’s issued share capital
(excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10% of the
issued share capital of the Company at the date at which this resolution is passed (Resolution 11); and
– further ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to
an additional aggregate nominal value of £123,527, representing approximately 10% of the Company’s issued share
capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10%
of the issued share capital of the Company at the date at which this resolution is passed (Resolution 12).
Explanatory Notes to the Resolutions
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the
Company’s issued share capital. The Board believes that passing of Resolutions 11 and 12 is in the shareholders’ interests
as the authority is intended to be used for funding investment opportunities sourced by the Portfolio 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. If only Resolution 11 is passed and Resolution 12
is not passed, shareholders will only be granting Directors the authority to allot up to 10% of the existing issued ordinary
share capital of the Company. These authorities, if given, will lapse at the conclusion of the 2025 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.
In the event that Resolution 11 is not passed, Resolution 12 will not be proposed at the AGM.
Resolutions 13 and 14 – Disapplication of Pre-emption Rights
Resolution 13, 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 11, for cash or the sale of shares out of
treasury up to an aggregate nominal amount of £123,527, being approximately 10% of the Company’s issued share capital
(excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately
upon the passing of this resolution.
Resolution 14, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption
rights of existing shareholders in relation to the further issue of shares under Resolution 12, for cash or the sale of shares
out of treasury up to an aggregate nominal amount of £123,527, being approximately 10% of the Company’s issued share
capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital
immediately upon the passing of this resolution.
In respect of Resolutions 13 and 14, 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.
If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the
Company’s issued share capital on a non-pre-emptive basis. Although this percentage authority is higher than the
authority typically sought by investment companies, the Board believes that in order to have the maximum flexibility to
raise finance to enable the Company to take advantage of suitable opportunities, the passing of Resolutions 13 and 14 is
in the shareholders’ interests. These authorities, if given, will lapse at the 2025 AGM of the Company.
Resolution 15 – Purchase of Own Shares
Resolution 15, a special resolution, will renew the Company’s authority to make market purchases of shares (being 14.99%
of the issued share capital immediately following the passing of this resolution), either for cancellation or placing into
treasury at the determination of 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 must not be more than the higher of (i) 5%
above the average of the mid-market value of the ordinary shares for the five business days before the 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.
Explanatory Notes to the Resolutions (continued)
ODYSSEAN INVESTMENT TRUST PLC
100
The Directors would only use this authority in order to address any significant imbalance between the supply and demand
for the ordinary 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 per ordinary share, which should have the effect of increasing the NAV per
ordinary share for remaining shareholders.
This authority, if approved by shareholders, will expire at the AGM to be held in 2025, when a resolution for its renewal
will be proposed.
Resolution 16 – 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 recent AGM; and (ii) offers the facility for all shareholders to vote by electronic
means. 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 16, a special resolution, would not be
used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in
the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2025, 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 they unanimously recommend that all shareholders vote in favour of them, as they intend to
do in respect of their own beneficial shareholdings.
Explanatory Notes to the Resolutions (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information
and Notice of AGM
Overview
Directors
Linda Wilding (Chairman)
Arabella Cecil – Senior Independent Director and
Chairman of the Nominations Committee
Peter Hewitt – Chairman of the Management
Engagement Committee
Richard King – Chairman of the Audit Committee
Neil Mahapatra
Company Secretary and Registered Office
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Tel: 0203 008 4910
Email: info@frostrow.com
website: www.frostrow.com
Auditor
KPMG LLP
15 Canada Square
Canary Wharf
London E14 5GL
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline: +44 (0) 371 384 2030*
Broker Helpline: +44 (0) 371 384 2779*
website: www.equiniti.com
* Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales).
Notifications of changes of address and enquiries
regarding share certificates or dividend cheques should
be made in writing to the Registrars quoting your
shareholder reference number. Registered shareholders
can obtain further details of their holdings on the internet
by visiting www.shareview.co.uk
Portfolio Manager
Odyssean Capital LLP
6 Stratton Street
Mayfair
London W1J 8LD
Tel: 020 7640 3280
Email: info@odysseancapital.com
website: www.odysseancapital.com
Broker
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
Custodian*
CACEIS Investor Services Bank S.A. (London Branch)
Broadwalk House
5 Appold Street
London EC2A 2DA
* See page 33 for further information.
Corporate website
www.oitplc.com
Shareholder warning
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning
investment matters. These calls typically come from fraudsters operating in ‘boiler rooms’ offering investors shares that often
turn out to be worthless or non-existent, or an inflated price for shares they own. While high profits are promised, those who buy
or sell shares in this way usually lose their money. These fraudsters can be very persistent and extremely persuasive. Shareholders
are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.
It is very unlikely that either the Company or the Company’s Registrar would make unsolicited telephone calls to shareholders
and any such calls would relate only to official documentation already circulated to shareholders and never in respect of
investment ‘advice’.
If you have been contacted by an unauthorised firm regarding your shares, you can report this using the FCA helpline on
0800 111 6768 or by using the share fraud reporting form at www.fca.org.uk/consumers/scams.
Corporate Information
Avoid investment fraud
1 Reject cold calls
If you’ve received unsolicited contact about
an investment opportunity, chances are
it’s a high risk investment or a scam. You
should treat the call with extreme caution.
The safest thing to do is to hang up.
2 Check the FCA Warning List
The FCA Warning List is a list of firms and
individuals we know are operating without
our authorisation.
3 Get impartial advice
Think about getting impartial financial
advice before you hand over any money.
Seek advice from someone unconnected to
the firm that has approached you.
Report a Scam
If you suspect that you have been
approached by fraudsters please tell the
FCA using the reporting form at
www.fca.org.uk/consumers/report-
scam-unauthorised-firm. You can also call
the FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud,
you should report it to Action Fraud on
0300 123 2040 or online at
www.actionfraud.police.uk
Find out more at
www.fca.org.uk/scamsmart
Investment scams are
designed to look like
genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• promised tempting returns
and told the investment is safe
• called repeatedly, or
• told the offer is only available
for a limited time?
If so, you might have been
contacted by fraudsters.
Remember: if it sounds too
good to be true, it probably is!
Be ScamSmart
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This report has been produced using vegetable based inks.
Odyssean Investment Trust plc
25 Southampton Buildings, London WC2A 1AL
www.oitplc.com
Perivan
268143
A member of the Association of
Investment Companies
INVESTMENT TRUST PLC
Company Registered Number: 11121934
www.oitplc.com
Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2024