M&G Credit Income
Investment Trust plc
Annual Report and audited Financial Statements
for the year ended 31 December 2022
Company registration number: 11469317
M&G Credit Income Investment Trust
An investment trust from the fixed income experts
M&G Credit Income Investment Trust plc (the ‘Company’) seeks to generate high-quality, reliable income from a
diversified credit portfolio, while seeking to preserve investors’ capital through low net asset value (NAV) volatility.
The Company has the flexibility to invest in both public and private debt, which allows individual investors to access
potential opportunities normally only available to large institutions. By investing in these specialised areas, we can
construct a predominantly investment grade-quality portfolio with the potential to produce superior income to
traditional bond funds without compromising on credit quality. This is thanks to M&G’s leading market position and
decades of experience in private lending, which enables them to source deals unavailable to most other asset
managers. Through the Company’s closed-ended structure, investors can benefit from holding these private
assets to their maturity, whilst retaining access to their capital via the Companys public listing.
Why invest in the Company?
4%+
Seeks to pay dividends of
4% above cashª
which move in line with interest
rates and help to protect against
inflation
High-quality, reliable
income
sourced primarily from private
credit, with 70%+ of the portfolio
invested in investment grade-
quality assets
Stable capital value
of private assets, which are typically
held to maturity, compared to other
investments that can offer similar
income, such as equities and high
yield bonds
Higher income potential
than comparably rated bond
portfolios thanks to M&G’s ability to
source private credit deals
Investment trust structure
allows investors to buy and sell
the Companys shares to suit their
circumstances without affecting
the underlying portfolio
Zero discount policy
designed to enable investors to
buy and sell shares at close to NAV
M&G’s track record in public and private debt
£171 billion bonds AUM
M&G is one of the UK’s largest
credit investors, with leading
positions in private lending markets,
creating potential opportunities
unavailable to other managers
Since 1997
M&G has developed a rigorous
and selective investment process
based on more than two decades’
experience in private debt markets
130 analysts
M&G has built one of Europe’s
largest in-house credit research
teams, which provides extensive
resources required to identify
and analyse potential deals
a
Based on the SONIA (Sterling Overnight Index Average) interest rate benchmark administered by the Bank of England.
b
Please refer to the Board's principal decisions within the Section 172 Statement on page 30 for more details on the 'zero' discount policy.
1Annual Report and audited Financial Statements • December 2022
Contents
M&G Credit Income Investment Trust plc
Strategic report
Company highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Chairmans statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Investment manager’s report . . . . . . . . . . . . . . . . . . . . . . . . .6
Portfolio analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Strategic review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Governance
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Directors’ report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Corporate governance statement . . . . . . . . . . . . . . . . . . . .42
Directors’ remuneration report. . . . . . . . . . . . . . . . . . . . . . .55
Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . .62
Management report and Directors’
responsibilities statement . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Financial
Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . 69
Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Statement of financial position . . . . . . . . . . . . . . . . . . . . . .81
Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . .82
Cash flow statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Notes to the financial statements . . . . . . . . . . . . . . . . . . . 84
Additional information
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .103
Administrative notes in connection with the Annual
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
Shareholder communications . . . . . . . . . . . . . . . . . . . . . 108
Company information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Alternative performance measures . . . . . . . . . . . . . . . . .110
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Shareholder information and analysis . . . . . . . . . . . . . . . 116
Other regulatory disclosures . . . . . . . . . . . . . . . . . . . . . . . 118
2 Annual Report and audited Financial Statements • December 20222
Strategic report Governance • Financial • Additional information
Financial highlights
Key data
As at
31 December
2022
As at
31 December
2021
Net assets (£’000) 135,109 143,759
Net asset value (NAV) per
Ordinary Share
94.99p 101.44p
Ordinary Share price
(mid-market)
92.1p 99.5p
Discount to NAV
a
3.0% 1.9%
Ongoing charges figure
a
1.22% 1.10%
Return and dividends per Ordinary Share
Year ended
31 December
2022
Year ended
31 December
2021
Capital return (6.0)p 1.5p
Revenue return 4.2p 2.7p
NAV total return
a
(1.7)% 4.3%
Share price total return
a
(2.8)% 13.0%
Total dividends declared
b
5.35p 4.04p
a
Alternative performance measure. Please see pages 110 to 111 for
further information.
b
The total dividends declared in respect of each financial year equated
to a dividend yield of SONIA plus 4% (2022) and LIBOR plus 4% (2021)
on the adjusted opening NAV of the relevant year.
Company highlights
NAV, dividend and NAV total return
The Company has continued to pay a dividend yield of SONIA plus 4% (previously LIBOR plus 4%) even during periods
of market instability.
Cumulative NAV total return (since inception)
NAV per Ordinary Share (pence)
Cumulative NAV total return (percentage since inception – right hand scale)
Dividend (pence)
Source: M&G and State Street as at 31 December 2022
pence
104
102
100
98
96
94
92
90
88
14%
12%
10%
8%
6%
4%
2%
0%
-2%
97.94p
98.70p
99.36p
98.38p
2.09p
100.08p
100.94p
100.59p
101.33p
99.61p
99.50p
99.95p
100.49p
100.98p
101.72p
102.52p
100.49p
1.65p
0.71p
1.95p
95.99p
0.85p
0.77p
101.18p
101.49p
102.08p
101.59p
102.04p
102.16p
101.77p
102.07p
102.09p
101.20p
98.96p
98.95p
98.62p
97.37p
95.77p
93.75p
94.69p
94.99p
93.03p
95.49p
97.00p
101.44p
101.36p
14.11.18
31.12.18
31.01.19
28.02.19
31.03.19
30.04.19
31.05.19
30.06.19
31.07.19
31.08.19
30.09.19
31.10.19
30.11.19
31.12.19
31.01.20
29.02.20
31.03.20
30.04.20
31.05.20
30.06.20
31.07.20
31.08.20
30.09.20
31.10.20
30.11.20
31.12.20
31.01.21
28.02.21
31.03.21
30.04.21
31.05.21
30.06.21
31.07.21
31.08.21
30.09.21
31.10.21
30.11.21
31.12.21
31.01.22
28.02.22
31.03.22
30.04.22
31.05.22
30.06.22
31.07.22
31.08.22
30.09.22
31.10.22
30.11.22
31.12.22
1.78p
0.82p
0.96p
1.14p
95.97p
97.23p
93.69p
98.34p
98.60p
99.23p
100.69p
101.40p
102.19p
98.00p
0.74p
0.76p
0.76p
3Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Total returns
NAV total return decreased in 2022 as inflationary and geopolitical shocks resulted in negative credit performance.
14 November 2018 = 100
pence
90
95
100
105
110
115
120
Nov
2018
Jun
2019
Dec
2019
Jun
2020
Dec
2020
Jun
2021
Dec
2021
Jun
2022
Dec
2022
NAV total return
a
Benchmark
b
Share price total return
a
a
Alternative performance measure. Please see pages 110 to 111 for further information.
b
3 Month LIBOR +2.5% from inception to 31 December 2019, 3 Month LIBOR +4% from 1 January 2020 to December 2021, thereafter SONIA +4%.
Source: M&G
Ordinary Share price (mid-market) vs NAV
Despite notable volatility over the course of the year, the average discount to NAV reduced significantly compared to
the same measure in 2021.
As at NAV per share (cum income) Share price (mid-market)
31 December 2022 94.99p 92.1p
pence
68
72
76
80
84
88
92
96
100
104
108
112
Source: M&G and State Street as at 31 December 2022.
NAVOrdinary Share price
Nov
2018
Jun
2019
Dec
2019
Jun
2020
Dec
2020
Jun
2021
Dec
2021
Dec
2022
Jun
2022
Company highlights
4 Annual Report and audited Financial Statements • December 20224
Strategic report Governance • Financial • Additional information
Chairmans statement
Performance
The opening NAV on 1 January 2022 (adjusted for the
last dividend for 2021) was 99.66p per Ordinary Share
and the NAV on 31 December 2022 (adjusted for the last
dividend for 2022) was 92.56p per Ordinary Share.
Including dividends paid, the NAV total return for the
year to 31 December 2022 was -1.7%, compared to our
benchmark return of 5.5%.
While it is disappointing that, for the first time in a full
year since its Initial Public Offering (IPO), your Company
delivered a NAV total return below its benchmark, our
Investment Manager firmly believes that the ground will
be made up and that an annual total return since
inception of SONIA (LIBOR up to 31 December 2021)
plus 4% continues to be achievable. The reasons for
that belief are set out in the Outlook section below.
The underperformance of the NAV came principally
from a widening of credit spreads rather than the
well-publicised, and significant, rises in interest rates
which occurred over the year. The portfolio was
substantially protected from those rate rises by the use
of interest rate hedges: these are an integral part of the
Companys investment strategy and were the main
driver for our significant outperformance of comparably
rated public indices such as the ICE BofA BBB Sterling
and Collateralised Index (down by 18.87%); ICE BofA 1-3
Year BBB Sterling Corporate & Collateralized Index
(down by 6.84%); and the ICE BofA European Currency
Non- Financial High Yield 2% Constrained Index (down
by 11.59%).
While it is a little comfort to know that 2022 will be
remembered as one of the worst years on record for
risk assets, you will be pleased that the difficult market
conditions have allowed our Investment Manager to
position our portfolio for future outperformance.
Share buybacks and discount
management
Your board remains committed to seeking to ensure that
the Ordinary Shares trade close to NAV in normal market
conditions through buybacks and issuance of Ordinary
Shares. During the year, the Company undertook a
number of share buybacks and share issuances
pursuant to the ‘zero discount’ policy initially announced
on 30 April 2021. Satisfactorily, issuance exceeded
buybacks, resulting in a net increase for the year of
510,000 shares. The Company’s Ordinary Share price
traded at an average discount to NAV of 1.6% during the
period ended 31 December 2022. On 31 December 2022
the Ordinary Share price was 92.1p, representing a 3.0%
discount to NAV as at that date. As at 31 December
2022, 2,512,749 shares were held in treasury with an
additional 100,000 repurchased since the period end.
Dividends
In spite of the Companys underperformance, your
board decided that it should pay dividends in respect of
the year ended 31 December 2022 in accordance with
the target set at launch: these totalled 5.35p per
Ordinary Share. This represented a dividend yield of
SONIA plus 4% on the opening NAV as at 1 January
2022, adjusted for the dividend paid on 25 February
2022; and a dividend yield of 5.6% on the Ordinary
Share price on 31 December 2022.
To reflect our Investment Managers confidence, we
have decided to increase the rate of the first three
quarterly dividends in respect of each financial year to
the full annual rate of SONIA plus 4%, calculated by
reference to the opening NAV on 1 January of the year in
question, adjusted for the payment of the last dividend
in respect of the prior year. The fourth quarterly dividend
will be at an equal rate. The dividend yield on the
adjusted opening NAV is currently approximately 8%.
5Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Chairmans statement
Outlook
As at 31 December 2022, the portfolio had a yield to
maturity of 8.17%, thereby providing a good foundation
for your Companys investment objective. The capital
value of the portfolio reflected credit spreads
significantly above the levels typical in public investment
grade debt markets. As these spreads normalise the
Companys NAV can be expected to rise again.
Your Company’s portfolio (including irrevocable
commitments) is now 60% invested in private (not listed)
assets, with an additional investment of some 10% in
illiquid publicly listed assets which are intended to be
held to maturity. While our Investment Manager expects
to continue to grow the private asset portion of the
portfolio in line with the Companys longer term strategy,
it currently sees opportunity to add public bonds into
the portfolio at yields that are attractive, relative to the
target return of the Company. The Company’s
£25 million revolving credit facility provides valuable
flexibility to enable our Investment Manager to take
advantage of the volatility and enhanced returns
currently available in the public bond market.
The technical backdrop in fixed income markets is much
stronger now; all-in bond yields compare favourably to
other asset classes, thus attracting capital back into the
market. Your Investment Manager believes there is now
attractive value to be found in credit, with investors
being well paid to take risk. Unlike during the early part
of 2022, when risks were not appropriately priced in and
the compensation investors were receiving was
extremely low, today’s investment grade credit investors
are in a much better position. The elevated yield
provides a good cushion with which to navigate volatile
markets although selectivity and fundamental credit
analysis will remain key to the way in which the
Investment Manager shapes the portfolio in the year
ahead.
David Simpson
Chairman
25 April 2023
6 Annual Report and audited Financial Statements • December 20226
Strategic report Governance • Financial • Additional information
Investment manager’s report
We are pleased to provide commentary on the factors
that have had an impact on our investment approach
over the last year. In particular we discuss the
performance and composition of the portfolio.
We entered the year with the Companys portfolio
relatively defensively positioned. In our opinion bond
valuations in early 2022 were expensive on a risk-
adjusted basis when considering the prevailing
economic headwinds and heightened macroeconomic
uncertainty. Against this backdrop, we sold down public
bonds that offered very little return over risk free rates
whilst continuing to add selectively to our private asset
exposure. By mid-February, investor concerns over
inflation had already caused credit spreads to widen
notably prior to Russia’s invasion of Ukraine, however
the economic implications of the crisis shocked markets
and accelerated the sell off. Inflation spiked, led by food
and energy prices, which saw central banks tighten
monetary policy more aggressively than investors had
anticipated. The message was clear: stamping out
inflation was the primary objective for central banks
despite the implications for economic growth. Bond
yields climbed to their highest levels in over a decade
and with returns beginning to look attractive again, we
rotated out of high-grade (AAA-rated) ABS and
redeployed proceeds into higher yielding, BBB-rated
public bonds.
As we moved into the second half of the year, the
growth versus inflation narrative continued to play out,
leaving markets to grapple with an uncertain and
fast-changing outlook for monetary policy. This created
volatility, particularly in government bond markets and
resulted in considerable credit-spread widening. We
used episodes of volatility to reposition the portfolio,
taking the opportunity to add risk and yield at levels,
which in our opinion, offered attractive relative value.
Hawkish central banks, intensifying fears of a recession,
and disruptions to Europe’s energy supply saw credit
weaken further over the summer months. We drew
£4 million from the Company’s credit facility to purchase
European REITs, sub insurance/financials and hybrid
bonds at valuations which were yielding significantly in
excess of the cost of drawings on the credit facility and
in line with the Companys target return. In the closing
weeks of September, political and market turmoil in the
UK saw sterling investment grade credit sell off sharply.
Once again, we took advantage of this period of
pronounced volatility, drawing an additional £4 million
from the credit facility to purchase bonds at spreads
which were extremely attractive relative to historical
levels. Such was the selling pressure on pension
schemes which employed Liability-Driven Investment
strategies, that we were able to purchase investment
grade, sterling utility paper at levels that exceeded the
COVID-wides of 2020.
The year finished on a positive note as signs of
weakening inflation saw investors ramp up bets that
central banks would slow the pace of rate hikes in 2023.
In the UK, the transition to a new Prime Minister also
helped to calm markets, with 10-year gilt yields falling
from a peak of around 4.5% in early October to 3.7% by
the end of the year. Although government bond markets
remained volatile and interest rates climbed even higher,
risk assets performed strongly in the final quarter as
investor optimism over a ‘soft landing’ grew. We used
this appetite for risk to reduce exposure to bonds which
had tightened notably so as to, in our view, no longer
offer attractive risk-adjusted returns. We redeployed
proceeds into new issues in financials which continued
to offer an attractive new issue premium and compared
strongly on a relative value basis to corporate bonds.
2022 saw a slowdown in the rate of deployment into
private assets as deal flow in this part of the market
remained constrained given the volatility in wider public
markets. Despite this we were able to add 15 new private
assets to the portfolio. The funded private asset portion
of the portfolio increased only marginally to 57.02%
(versus 56.5% at 31 December 2021) as new private
asset purchases were offset by repayments
approximating 6% over the course of the year. An
additional investment of 3% has been transacted in
Investment manager’s report
7Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
aftermath of COVID-19. However, we are starting to see
signals in economic data which indicate a deterioration
in macroeconomic conditions and a recession in late
2023 has reemerged as the base-case amongst market
participants.
Given the more challenging operating environment,
fundamental credit analysis at this stage of the
economic cycle becomes even more imperative and our
experience in fixed income investing alongside our large
in-house credit research capacity will be key in
navigating markets over the next 12 months. Our
bottom-up investment approach, which has been
consistent since launching the Company in 2018,
ensures each investment is made based on an analysis
and understanding of individual credit fundamentals. We
have constructed a sector agnostic, well-diversified
portfolio, designed to provide protection from the type
of valuation drawdowns that can occur from
overexposure to any one sector, region or issuer,
particularly during periods of market stress. Also, by
investing predominantly in the higher quality (investment
grade) part of credit markets we look to mitigate the
potential impact of rising default rates which typically
occur in the lower-rated (sub-investment grade) space.
We maintain an overall c.23% exposure in the
Companys portfolio to sub-investment grade issuers,
however half of this is in invested in private assets where
we take comfort from enhanced controls and monitoring
that exists in these largely bilateral transactions, with
robust covenant packages designed to prevent write-
downs or capital loss.
2022 witnessed a material shift for fixed income
investors. After a decade of depressed bond yields and
credit spreads remaining largely within a (tighter) lower
range, we are now seeing an increased volume of
opportunities in the public market to purchase good
quality, investment grade credits which can offer returns
in line with the Companys dividend objective.
Additionally, in the private space, a prolonged period of
adjustment to the higher interest rate environment has
meant we are seeing fewer opportunities which offer
private assets after the period end, or is committed to
be drawn down beyond the date of this report. This is
expected to take the Company’s overall private asset
exposure to approximately 60%. We actively monitor the
portfolio for signs of distress and currently have
holdings in two assets, amounting to 0.4% of the latest
NAV, which are either in technical default or for which
we foresee restructuring as a likely future outcome.
Outlook
After a positive start to 2023 for bonds and equities,
hopes of a ‘soft landing’ have given way to recessionary
fears and a ‘mini banking crisis’. Silicon Valley Bank and
Credit Suisse were the first major casualties to emerge
from the most synchronized and aggressive global rate
hiking cycle in 40 years. The evidence so far is that the
current banking episode is a crisis triggered by fear
rather than fundamentals, fuelled by specific instances
of idiosyncratic risk rather than something more
systemic. Despite this, markets remain fragile and fears
of wider contagion in the financial sector remain close to
the surface. What is clear is that there has been an
adjustment in the risk appetite of investors which has
resulted in a notable widening in credit spreads.
Additionally, increased risk aversion from lenders is
causing credit conditions to tighten and in our opinion
will only worsen already anaemic growth forecasts.
Although the banking sector is where the first visible
stresses have occurred, the viability of capital structures
in the non-financial corporate bond market look set to
be tested by weaker growth and tighter financial
conditions in the next 12-18 months. The private sector,
both corporate and consumer, has so far been largely
shielded from the impact of higher interest rates
because of a lag in policy rate transmission. This lag has
been extended by the increased liquidity built up
through corporate issuers extending maturity profiles on
their debt and consumers building up savings in the
Investment manager’s report
Investment manager’s report
(continued)
8 Annual Report and audited Financial Statements • December 20228
Strategic report Governance • Financial • Additional information
Investment manager’s report
attractive relative value versus public comparators or
that match the Companys return objective. In many
instances there is an insufficient illiquidity premium on
offer and relative value analysis has not supported
allocation of capital over a multi-year horizon,
particularly considering the uncertain economic outlook.
We therefore expect the ratio of private to public assets
to trend lower in the short term, although as always this
will remain dependent on our appraisal of where the
most attractive relative value can be found. The
Company is well positioned to take advantage of future
episodes of market volatility. We have recently fully
repaid our credit facility after increasing leverage in late
2022, which, as we move through the year, will provide
us the flexibility and firepower to capitalise on
opportunities as and when market conditions present
them.
M&G Alternatives Investment Management Limited
25 April 2023
Outlook (continued)
9Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Top 20 holdings
As at 31 December 2022 Percentage of
portfolio of
investments
a
M&G European Loan Fund 11.73
Project Mercury Var. Rate 21 May 2024 1.80
Delamare Finance FRN 1.279% 19 Feb 2029 1.65
Hall & Woodhouse Var. Rate 30 Dec 2023 1.58
PE Fund Finance III Var. Rate 16 Dec 2023 1.46
RIN II FRN 1.778% 10 Sep 2030 1.45
Millshaw SAMS No. 1 Var. Rate 15 Jun 2054 1.40
Hammond Var. Rate 28 Oct 2025 1.37
Atlas 2020 1 Trust Var. Rate 30 Sep 2050 1.34
Regenter Myatt Field North Var. Rate
31 Mar 2036
1.27
Signet Excipients Var. Rate 20 Oct 2025 1.25
STCHB 7 A Var. Rate 25 Apr 2031 1.20
Gongga 5.6849% 2 Aug 2025 1.19
Dragon Finance FRN 1.3665% 13 Jul 2023 1.18
Citibank FRN 0.01% 25 Dec 2029 1.17
Finance for Residential Social Housing 8.569%
4 Oct 2058
1.13
Income Contingent Student Loans 1 2002-2006
FRN 2.76% 24 Jul 2056
1.09
Harmoney Warehouse No. 2 Var. Rate
31 Dec 2026
1.06
Zurich Finance Ireland Designated Activity
5.125% 23 Nov 2052
0.98
Luminis 4.9268% 23 Sep 2025 0.98
Total 36.28
a
Including cash on deposit and derivatives.
Source: State Street.
Geographical exposure
Percentage of portfolio of investments
as at 31 December 2022
a
Source: M&G and State Street as at 31 December 2022
United Kingdom 54.44%
Europe 30.61%
United States 8.46%
Australasia 4.13%
Global 2.36%
a
Excluding cash on deposit and derivatives.
Portfolio overview
As at 31 December 2022 %
Cash on deposit 0.36
Public 42.01
Asset-backed securities 15.34
Bonds 26.67
Private 57.01
Asset-backed securities 5.22
Bonds 2.30
Investment funds 11.73
Loans 22.62
Private placements 2.14
Other 13.00
Derivatives 0.62
Debt derivatives 0.72
Forwards (0.10)
Total 100.00
Source: State Street.
Portfolio analysis
10 Annual Report and audited Financial Statements • December 202210
Strategic report Governance • Financial • Additional information
Credit rating breakdown
As at 31 December 2022 %
Unrated 0.62
Derivatives 0.62
Cash and investment grade 75.90
Cash on deposit 0.36
AAA 2.79
AA+ 0.32
AA 3.53
A+ 1.27
A 1.17
A- 4.64
BBB+ 12.38
BBB 18.01
BBB- 22.28
M&G European Loan Fund (ELF) (see note) 9.15
Sub-investment grade 23.48
BB+ 6.15
BB 3.07
BB- 2.99
B+ 3.89
B 3.03
B- 0.78
CCC+ 0.43
CCC- 0.34
D 0.22
M&G European Loan Fund (ELF) (see note) 2.58
Total 100.00
Source: State Street.
Note: ELF is an open-ended fund managed by M&G that invests in
leveraged loans issued by, generally, substantial private companies
located in the UK and Continental Europe. ELF is not rated and the
Investment Manager has determined an implied rating for this investment,
utilising rating methodologies typically attributable to collateralised loan
obligations. On this basis, 78% of the Company’s investment in ELF has
been ascribed as being investment grade, and 22% has been ascribed as
being sub-investment grade. These percentages have been utilised on a
consistent basis for the purposes of determination of the Company’s
adherence to its obligation to hold no more than 30% of its assets in
below investment grade securities.
Portfolio analysis
11Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Portfolio analysis
Top 20 holdings %
as at 31 December 2022
Company description
M&G European Loan Fund
11.73%
Open-ended fund managed by M&G which invests in leveraged loans
issued by, generally, substantial private companies located in the UK and
Continental Europe. The fund’s objective is to create attractive levels of
current income for investors while maintaining relatively low volatility of
NAV. (Private)
Project Mercury Var. Rate 21 May 2024
1.80%
Floating-rate, senior secured tranche of a real estate loan to fund the
construction and development of a residential led luxury scheme in
Bayswater, West London. (Private)
Delamare Finance FRN 1.279% 19 Feb 2029
1.65%
Floating-rate, senior tranche of a CMBS secured by the sale and
leaseback of 33 Tesco superstores and 2 distribution centres. (Public)
Hall & Woodhouse Var. Rate 30 Dec 2023
1.58%
Bilateral loan to a regional UK brewer that manages a portfolio of 219
freehold and leasehold pubs. (Private)
PE Fund Finance III Var. Rate 16 Dec 2023
1.46%
Senior secured commitment providing NAV facility financing to a private
equity firm investing in debt and equity special situations across Europe.
(Private)
RIN II FRN 1.778% 10 Sep 2030
1.45%
Mixed CLO (AAA). Consists primarily of senior secured infrastructure
finance loans managed by RREEF America L.L.C. (Public)
Millshaw SAMS No. 1 Var. Rate 15 Jun 2054
1.40%
Floating-rate, single tranche of an RMBS backed by shared-appreciation
mortgages. (Public)
Hammond Var. Rate 28 Oct 2025
1.37%
Secured, bilateral real estate development loan backed by a combined
portfolio of 2 office assets leased to an underlying roster of global
corporate tenants. (Private)
Atlas 2020 1 Trust Var. Rate 30 Sep 2050
1.34%
Floating-rate, senior tranche of a bilateral RMBS transaction backed by a
pool of Australian equity release mortgages. (Private)
Regenter Myatt Field North Var. Rate 31 Mar 2036
1.27%
PFI (Private Finance Initiative) floating-rate, amortising term loan relating
to the already completed refurbishment and ongoing maintenance of
residential dwellings and communal infrastructure in the London borough
of Lambeth. (Private)
Signet Excipients Var. Rate 20 Oct 2025
1.25%
Fixed-rate loan secured against 2 large commercial premises in London,
currently leased to 2 FTSE listed UK corporations. (Public)
STCHB 7 A Var. Rate 25 Apr 2031
1.20%
Floating-rate, mezzanine tranche in a regulated capital securitisation
where the portfolio consists of 36 loans, secured on the undrawn Limited
Partner (LP) investor capital commitments. (Private)
Gongga 5.6849% 2 Aug 2025
1.19%
Structured Credit trade by Standard Chartered referencing a US$2bn
portfolio of loans to companies domiciled in 36 countries. (Private)
Dragon Finance FRN 1.3665% 13 Jul 2023
1.18%
Floating-rate, subordinated tranche of a securitisation of the sale and
leaseback of 10 supermarket sites sponsored by J Sainsbury plc
('Sainsbury’s'). (Public)
Citibank FRN 0.01% 25 Dec 2029
1.17%
Floating-rate, mezzanine tranche of a regulatory capital transaction
backed by a portfolio of loans to large global corporates, predominantly in
North America. (Private)
12 Annual Report and audited Financial Statements • December 202212
Strategic report Governance • Financial • Additional information
Portfolio analysis
Top 20 holdings %
as at 31 December 2022
Company description
Finance for Residential Social Housing 8.569%
4 Oct 2058
1.13%
High grade (AA/Aa3), fixed-rate bond backed by cash flows from housing
association loans. (Public)
Income Contingent Student Loans 1 2002-2006
FRN 2.76% 24 Jul 2056
1.09%
Floating-rate, mezzanine tranche of a portfolio comprised of income-
contingent repayment student loans originally advanced by the UK
Secretary of State for Education. (Public)
Harmoney Warehouse No. 2 Var. Rate 31 Dec 2026
1.06%
Floating-rate, junior mezzanine tranche in a securitisation providing debt
financing for a portfolio of unsecured personal loans originated in New
Zealand by a New Zealand and Australian marketplace lender. (Private)
Zurich Finance Ireland Designated Activity 5.125%
23 Nov 2052
0.98%
Zurich Finance is ultimately owned by Zurich Insurance Group, a company
providing insurance-based financial services. The Company offers
general and life insurance products and services for individuals, small
businesses, commercial enterprises, mid-sized and large corporations,
and multinational companies. (Public)
Luminis 4.9268% 23 Sep 2025
0.98%
Floating-rate, mezzanine tranche of a regulatory capital transaction
backed by a portfolio of predominantly revolving facilities extended to
blue chip corporates in the Americas and EMEA. (Private)
13Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Strategic review
The Directors present the Strategic Review Report of
the Company for the year ended 31 December 2022.
The Strategic Report aims to provide Shareholders with
the information to assess how the Directors have
performed their duty to promote the success of the
Company during the year under review.
Business and status of the
Company
The Company was incorporated on 17 July 2018 and the
IPO of the Companys shares took place on 14 November
2018.
The Company 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.
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 (LSE) main market for listed
securities.
Investment objective
The Company aims to generate a regular and attractive
level of income with low asset value volatility.
Investment policy
The Company seeks to achieve its investment objective
by investing in a diversified portfolio of public and
private debt and debt-like instruments (‘Debt
Instruments’). Over the longer term, it is expected that
the Company will be mainly invested in private Debt
Instruments, which are those instruments not quoted on
a stock exchange.
The Company operates an unconstrained investment
approach and investments may include, but are not
limited to:
Asset-backed securities, backed by a pool of loans
secured on, amongst other things, residential and
commercial mortgages, credit card receivables,
auto loans, student loans, commercial loans and
corporate loans;
Commercial mortgages;
Direct lending to small and mid-sized companies,
including lease finance and receivables financing;
Distressed debt opportunities to companies going
through a balance sheet restructuring;
Infrastructure-related debt assets;
Leveraged loans to private equity owned
companies;
Public Debt Instruments issued by a corporate or
sovereign entity which may be liquid or illiquid;
Private placement debt securities issued by both
public and private organisations; and
Structured credit, including bank regulatory capital
trades.
The Company invests primarily in Sterling denominated
Debt Instruments. Where the Company invests in assets
not denominated in Sterling, it is generally the case that
these assets are hedged back to Sterling.
14 Annual Report and audited Financial Statements • December 202214
Strategic report Governance • Financial • Additional information
Strategic review
Investment restrictions
There are no restrictions, either maximum or minimum,
on the Company’s exposure to sectors, asset classes or
geography. The Company, however, achieves
diversification and a spread of risk by adhering to the
limits and restrictions set out below.
The Company’s portfolio comprises a minimum of 50
investments.
The Company may invest up to 30% of Gross Assets in
below investment grade Debt Instruments, which are
those instruments rated below BBB- by S&P or Fitch or
Baa3 by Moodys or, in the case of unrated Debt
Instruments, which have an internal M&G rating below
BBB-.
The following restrictions will also apply at the individual
Debt Instrument level which, for the avoidance of doubt,
does not apply to investments to which the Company is
exposed through collective investment vehicles:
Rating Secured Debt
Instruments (% of
Gross Assets)
a
Unsecured Debt
Instruments (% of
Gross Assets)
AAA 5% 5%
b
AA/A 4% 3%
BBB 3% 2%
Below investment
grade
2% 1%
a
Secured Debt Instruments are secured by a first or secondary fixed
and/or floating charge.
b
This limit excludes investments in G7 Sovereign Instruments.
For the purposes of the above investment restrictions,
the credit rating of a Debt Instrument is taken to be the
rating assigned by S&P, Fitch or Moodys or, in the case
of unrated Debt Instruments, an internal rating by M&G.
In the case of split ratings by recognised rating agencies,
the second highest rating will be used.
The Company typically invests directly, but it also invests
indirectly through collective investment vehicles which
are managed by an M&G Entity. The Company may not
invest more than 20% of Gross Assets in any one
collective investment vehicle and not more than 40% of
Gross Assets in collective investment vehicles in
aggregate. No more than 10% of Gross Assets may be
invested in other investment companies which are listed
on the Official List.
Unless otherwise stated, the above investment
restrictions are to be applied at the time of investment.
Borrowings
The Company is managed primarily on an ungeared
basis although the Company may, from time to time, be
geared tactically through the use of borrowings.
Borrowings will principally be used for investment
purposes, but may also be used to manage the
Companys working capital requirements or to fund
market purchases of shares. Gearing represented by
borrowing will not exceed 30% of the Company’s Net
Asset Value, calculated at the time of draw down, but is
typically not expected to exceed 20% of the Companys
Net Asset Value.
Hedging and derivatives
The Company will not employ derivatives for investment
purposes. Derivatives may however be used for efficient
portfolio management, including for currency hedging.
Cash management
The Company may hold cash on deposit and may invest
in cash equivalent investments, which may include short-
term investments in money market-type funds (‘Cash
and Cash Equivalents’).
There is no restriction on the amount of Cash and Cash
Equivalents that the Company may hold and there may
be times when it is appropriate for the Company to have
a significant Cash and Cash Equivalents position. For the
avoidance of doubt, the restrictions set out above in
relation to investing in collective investment vehicles do
not apply to money market-type funds.
Changes to the investment policy
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
(FCA).
Investment policy (continued)
15Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Regular monitoring is carried out to ensure that
continued holding of an investment remains appropriate.
This includes monitoring the performance of
investments by fund managers, analysts and internal
control and governance processes. The Investment
Manager engages with relevant stakeholders on any
issues which may, potentially, affect an investments
ability to deliver sustainable performance in line with
those expectations.
At some point, the Investment Manager may decide to
divest from an investment (or the investment may
complete in line with agreed terms, including pre-
payment), although typically, private investments are
held to their full maturity. Divestment can occur for a
variety of reasons including; the investment being no
longer suitable for the investment mandate, the outcome
of engagement being unsatisfactory or as a result of the
investment team’s valuation assessment. Investment
decision making is only undertaken by the fund
managers designated by the Investment Manager.
As part of the investment process, full consideration is
given to sustainability risks, as set out in more detail on
pages 33 to 34.
Investment process overview
5
Ongoing monitoring
Analyst and Portfolio Manager
4
Portfolio Construction
Portfolio Manager
3
Independent Credit Rating
Credit Committee or Analyst
2
Credit Analysis
Analyst
1
Source Opportunity
Portfolio Manager or Analyst
Investment strategy
The Company seeks to achieve its investment objective
by investing in a diversified portfolio of public and
private debt and debt-like instruments of which at least
70% is investment grade. The Company is mainly
invested in private debt instruments. This part of the
portfolio generally includes debt instruments which are
nominally quoted but are generally illiquid. Most of these
will be floating rate instruments, purchased at inception
and with the intention to be held to maturity or until
prepaid by issuers; shareholders can expect their
returns from these instruments to come primarily from
the interest paid by the issuers.
The remainder of the Company’s portfolio is invested in
cash, cash equivalents and quoted debt instruments,
which are more readily available and which can generally
be sold at market prices when suitable opportunities
arise. These instruments may also be traded to take
advantage of market conditions. Fixed rate instruments
will often be hedged in order to protect the portfolio
from adverse changes in interest rates. Shareholders
can expect their returns from this part of the portfolio to
come from a combination of interest income and capital
movements.
Investment process
The investment process for the Company consists
principally of three stages: the decision to invest,
monitoring and ongoing engagement and finally
divestment.
Investment decision-making is undertaken by the
Investment Manager, based on extensive research and
credit analysis by the Investment Managers large and
experienced teams of 130 in-house analysts who
specialise in public and private debt markets. This
rigorous in depth analysis is fundamental to
understanding the risk and return profile of potential
investments.
Strategic review
16 Annual Report and audited Financial Statements • December 202216
Strategic report Governance • Financial • Additional information
Strategic review
Key performance indicators
In order to measure the success of the Company in
meeting its objectives and policy, and to evaluate the
performance of the Investment Manager, the Directors
take into account the following key performance
indicators (KPIs):
As at or
year ended
31 December
2022
As at or
year ended
31 December
2021
NAV per share 94.99p 101.44p
Ordinary Share price
(mid-market)
92.1p 99.5p
Discount to NAV
a
3.0% 1.9%
Annualised dividend
yield
a
5.8% 4.1%
Dividends declared per
Ordinary Share
5.35p 4.04p
Revenue return per
Ordinary Share
4.2p 2.7p
NAV total return
a
(1.7)% 4.3%
Share price total return
a
(2.8)% 13.0%
Ongoing charges figure
a
1.22% 1.10%
a
Alternative performance measure. Please see pages 110 to 111 for
further information.
Share price discount or premium to NAV
The share price discount to NAV as at 31 December
2022 was 3.0% (31 December 2021: 1.9%). During the
year to 31 December 2022 the shares traded at an
average discount to NAV of 1.6% (2021: 5.4%).
Dividend yield
The Company paid dividends during the year on a
quarterly basis. The fourth dividend of 1.78p per
Ordinary Share in respect of the period ended
31 December 2021 was paid on 25 February 2022.
The first interim dividend in respect of the year ended
31 December 2022 of 0.82p per Ordinary Share was
paid on 27 May 2022. The second interim dividend of
0.96p per Ordinary Share was paid on 26 August 2022
and the third interim dividend of 1.14p per Ordinary
Share was paid on 25 November 2022.
The fourth dividend of 2.43p per Ordinary Share was
paid on 24 February 2023. The total dividends declared
per share for the year ended 31 December 2022 were
5.35p (year ended 31 December 2021: 4.04p). The total
dividends declared for the financial year represented a
dividend yield of SONIA plus 4% on the adjusted
opening NAV.
The annualised dividend yield for the year was 5.8%,
based on the closing share price on 31 December 2022
(2021: 4.1%).
Portfolio performance
In support of the Company’s investment objective, the
Board monitors the portfolio performance against the
benchmark of a NAV total return of SONIA
a
plus 4% per
annum. In addition, performance is assessed against a
number of total return indices in public investment grade
and high yield markets.
In addition, progress of deployment of funds into private
assets is monitored alongside the balance of fixed to
floating rate coupons, yield to maturity and modified
duration of the portfolio. Further details are provided in
the Chairman’s statement on pages 4 to 5 and
Investment Managers report on pages 6 to 8.
a
LIBOR plus 4% for the year ended 31 December 2021.
Ongoing charges
The Board reviews the costs of running the Company
calculated using the Association of Investment
Companies’ (AIC) methodology for the ongoing charges.
Full details are provided on page 110.
17Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Risk management
Role of the Board
The Directors have overall responsibility for risk
management and internal control within the Company.
They recognise that risk is inherent in the Company’s
operation and that effective risk management is an
important element in the success of the organisation.
The Directors have delegated responsibility for the
assurance of the risk management process and the
review of mitigating controls to the Audit Committee.
The Directors, when setting the risk management
strategy, also determine the nature and extent of the
significant risks and their risk appetite in implementing
this strategy.
In arriving at its judgement of what risks the Company
faces, the Board has considered the Companys
operations in light of the following factors:
the nature and extent of risks it regards as
acceptable for the Company to bear in line with its
overall business objective;
the threat of such risks becoming reality;
the Companys 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-party service
providers operate the relevant controls.
Principal risks
The Company is exposed to a variety of risks that could
cause the valuation of its assets and/or the income from
the investment portfolio to fluctuate. The Board, through
delegation to the Audit Committee, has undertaken a
robust assessment and review of the principal and
emerging risks facing the Company, including those that
would threaten its business model, future performance,
solvency or liquidity.
These risks are formally documented in the Company’s
risk register, so that the risks identified and the controls
in place to mitigate those risks can be monitored. The
Audit Committee reviews and discusses potential new
and emerging risks to the Company including those
identified by the Investment Manager. Any new or
emerging risks that are identified and that are
considered to be of significance are also included in the
Companys risk register together with any mitigating
actions required.
The Board will continue to assess these risks on an
ongoing basis. In relation to the UK Code, the Board is
confident that the procedures that the Company has put
in place are sufficient to ensure that the necessary
monitoring of risks and controls has been carried out
throughout the reporting period.
The key risks identified by the Board, and the associated
key mitigants and controls, are set on the next page.
Strategic review
18 Annual Report and audited Financial Statements • December 202218
Strategic report Governance • Financial • Additional information
Key Risk Key Mitigants and Controls
Market risk
Market risk embodies the potential for both losses and
gains and includes foreign currency risk, interest rate
risk and price risk. Market risk mainly arises from
uncertainty about future values of financial instruments
influenced by price, currency and interest rate
movements. It represents the potential gain or loss that
the Company may suffer through holding market
positions in investments in the face of market
movements.
Market risk includes the potential impact of events that
are outside the Company’s control.
Key mitigants and controls are set out in the sub-
headings below.
Foreign currency risk
Foreign currency risk is the risk that the fair value of
future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. The
Company is exposed to risks that the exchange rate of
its reporting currency relative to other currencies may
change in a manner that has an effect on the value of
the portion of the Company’s assets which are
denominated in currencies other than its own reporting
currency.
The Company fully hedges non-base currency
investments at time of purchase using spot and forward
foreign exchange contracts which are rolled forward
periodically. Non-base currency exposure is monitored
on an ongoing basis via internal systems, with hedging
maintained at approximately +/-20bps tolerance.
Interest rate risk
Interest rate risk is the risk that the fair value of future
cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The
Companys investments are in some cases subject to
interest rate risk. In relation to fixed-rate obligations,
when interest rates decline, the values can be expected
to rise, and, conversely, when interest rates rise, the
value of fixed-rate obligations can be expected to
decline.
The Company uses gilt futures contracts to mitigate
interest rate risk with portfolio duration monitored on an
ongoing basis via internal systems and adjusted
accordingly. Market conditions since launch have seen
the Company maintain an average modified duration of
between 1-1.5 years. There are no restrictions regarding
the level of duration the Company can maintain however
its Investment Objective outlines commitment to low
asset value volatility.
Risk management
Strategic review
19Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Key Risk (continued) Key Mitigants and Controls (continued)
Market price risk
Market price risk includes changes in market prices,
other than those arising from foreign currency or
interest rate risk, which may affect the value of
investments, such as macroeconomic and geopolitical
events and trends, and sectoral influences.
As the Company invests in public and private debt
instruments, it is regularly exposed to market risk and
the value of the Company’s portfolio fluctuates in
response to developments in financial markets.
The Board has put in place limits on the Companys
gearing, portfolio concentration and use of derivatives,
which it believes to be appropriate to keep the
Companys investment portfolio adequately diversified
and to manage risk.
Credit risk
Because of its investment strategy, the Company is also
materially exposed to credit risk, which is the risk that
one party to a financial instrument will cause a financial
loss for the other party by failing to discharge an
obligation. The main concentration to which the
Company is exposed arises from the Company’s
investments in Debt Instruments.
The Company is also exposed to counterparty credit
risk on trading derivative products, Cash and Cash
Equivalents, amounts due from brokers and other
receivable balances.
The Company’s policy to manage this risk is to invest no
more than 30% of the Company’s assets in Debt
Instruments that have a minimum credit rating below
BBB- (or equivalent). Within the above limit, the
Company may also invest in unrated assets where a
rating is assigned by the Investment Manager using an
internal methodology that is based on the
categorisations used by rating agencies. When new
investment opportunities arise, a detailed credit review
is undertaken by the Investment Manager. A
fundamental qualitative and quantitative assessment of
both business and financial risk, supported by
appropriate financial modelling, alongside a review of
the corporate structure and issuance document form
the basis of the credit review. On an ongoing basis, the
Investment Manager monitors the Companys
investments against a variety of measures including
financial performance and their progress against a
variety of covenants.
The Company only transacts with parties that the
Investment Manager considers to be suitable from a
credit risk perspective.
Risk management (continued)
Strategic review
20 Annual Report and audited Financial Statements • December 202220
Strategic report Governance • Financial • Additional information
Key Risk (continued) Key Mitigants and Controls (continued)
Investment management performance risk
Other than in respect of market risk, the performance
of the Company’s portfolio of assets depends primarily
on the investment strategy, asset allocation and stock
selection decisions taken by the Investment Manager
within the parameters and constraints imposed by the
Companys investment policy.
The Investment Manager applies a ‘three lines of
defence’ model for risk management, incorporating the
individual fund manager and line management;
independent risk and compliance functions and
reporting structures; and internal audit. Measures and
tools such as volatility estimation, value at risk analysis
and stress testing are used in order to better
understand risk concentrations within the portfolio.
Liquidity risk
The Company invests in public and private debt
instruments. Some of these investments may be
difficult to value or realise (if at all). The market price
that is achievable for such investments may ultimately
therefore be different than the carrying values of these
assets as reflected in the Companys reported NAV per
Ordinary Share from time to time.
As the Company is closed-ended, it is not exposed to
the same risks of liquidity mismatch that are inherent in
the management of portfolios owned by open-ended
funds. This enables the Company to invest in assets that
have limited or no secondary market liquidity in order to
seek to capture the additional yield that is generally
available compared to more liquid instruments.
Before the Company’s fifth AGM in 2024, the Board will
submit to Shareholders proposals to enable them to
realise the value of their Ordinary Shares. The Board
monitors the liquidity profile of the Company’s assets on
a quarterly basis through the receipt of an asset liquidity
analysis from the Investment Manager.
Dividend policy risk
The level of dividends that the Board will declare will be
dependent largely on the performance of the
Companys investment portfolio over time and the
market conditions that exist during relevant
performance periods. Apart from asset selection and
market conditions, factors that may also affect
performance include, inter alia, the Company’s level of
gearing, its accounting policies, changes in variable
interest rates, the level of loan or bond prepayments
and a change in the tax treatment of the interest
received by the Company.
The Investment Manager runs a dividend projection
model that is regularly reviewed by the Board.
Risk management (continued)
Strategic review
21Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Key Risk (continued) Key Mitigants and Controls (continued)
Operational risk (including cyber risk)
In common with most other investment trusts, the
Company has no executive directors, no executive
management and no employees. The Company
delegates key operational tasks to third-party service
providers that are specialists in their fields as follows:
Management of the Company’s investment
portfolio to M&G Alternatives Investment
Management Limited
Preparation and maintenance of the Company’s
Financial Statements and maintenance of its
records to State Street Bank and Trust Company
Company Secretarial Services to Link Company
Matters Limited
Registrar services to Link Group
Worldwide custody of the Companys assets to
State Street Bank and Trust Company
Safekeeping and depositary services to State
Street Trustees Limited
Failure by any service provider to carry out its
obligations to the Company in accordance with the
terms of its appointment could have a materially
detrimental impact on the operation of the Company or
administration of its investments. The termination of the
Company’s relationship with any third-party service
provider or any delay in appointing a replacement for
such service provider could disrupt the business of the
Company materially and could have a material adverse
effect on the Company’s performance.
Due diligence is undertaken before contracts are
entered into with third-party service providers.
Thereafter, service provider oversight is conducted
through ongoing interaction with the Management
Engagement and Audit Committees and is formalised
through an annual evaluation process.
Most third party service providers produce internal
control reports to provide assurance regarding the
effective operation of internal controls as reported on
by their reporting accountants. These reports are
provided to the Audit Committee for review by the
Investment Manager’s Supplier Management Team. The
Committee would seek further representations from the
service providers if not satisfied with the effectiveness
of their control environment.
The Management Engagement and Audit Committees
also consider the business continuity arrangements of
the Companys key service providers and review these
as part of the review of the Company’s risk register.
Risk management (continued)
Strategic review
22 Annual Report and audited Financial Statements • December 202222
Strategic report Governance • Financial • Additional information
Key Risk (continued) Key Mitigants and Controls (continued)
Regulatory, legal and statutory risk: changes in laws,
government policy or regulations
The Company is subject to laws, government policy and
regulations enacted by national and local governments.
Any change in the law, regulation or government policy
affecting the Company may have a material adverse
effect on the value of its investments, its ability to carry
on its business and successfully pursue its investment
policy and on its earnings and returns to Shareholders.
In particular, the Company is required to comply with
certain requirements that are applicable to listed
closed- ended investment companies, including
Section 1158 of the Corporation Tax Act 2010. Any
failure to comply may potentially result in a loss of
investment trust company status.
The Company must comply with the Listing Rules,
Prospectus Rules, the Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation
(MAR) and the rules of the London Stock Exchange. Any
failure in future to comply with any future changes to
such rules and regulations may result in the shares
being suspended from trading on the London Stock
Exchange.
MAR can be defined as Regulation (EU) No 596/2014 of
the European Parliament on market abuse, otherwise
known as the Market Abuse Regulation, or ‘MAR. It
requires the Board of the Company to adopt certain
processes to ensure that, inter alia, price sensitive
information must be, subject to certain exemptions,
promptly disclosed to the public via a regulatory news
service in order to ensure an orderly market in the
Companys shares.
The Company mitigates any such failure by delegating
key operational tasks to specialist third-party service
providers combined with close oversight and monitoring
through the Audit Committee.
The Investment Manager monitors investment
movements, the level and type of forecast income and
expenditure and the amount of proposed dividends to
ensure that the provisions of Chapter 4 of Part 24 of the
Corporation Tax Act 2010 are not breached. The results
are reported to the Board at each meeting.
Compliance with the accounting rules affecting
investment trusts is also carefully and regularly
monitored.
The Company Secretary, Investment Manager and the
Companys professional advisers provide regular
reports to the Board in respect of compliance with all
applicable rules and regulations. The Board and the
Investment Manager also monitor changes in
government policy and legislation which may have an
impact on the Company.
The risk to the Company of failure to comply with MAR
is mitigated by close Board oversight and monitoring
through the compliance function and controls
monitoring team at the Investment Manager.
Sustainability risk
Sustainability risk means exposure to an environmental,
social or governance (‘ESG’) event or condition that, if it
occurs, could cause an actual or a potential material
negative impact on the value of an investment.
Please refer to the ‘Sustainability risk and investment
process’ section on pages 33 to 34 for further details.
Risk management (continued)
Strategic review
23Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Strategic review
substantial income for the foreseeable future in order to
meet its liabilities. As the Directors are ultimately
responsible for ensuring that the investment policy of
the Company is followed by the Investment Manager,
they are confident in making these assumptions about
the future of the Company.
The Company is an investment trust, not a trading
company, and it invests in a diversified portfolio. As a
closed-ended fund, it is not subject to redemptions by
Shareholders other than, potentially, the 2024 value
realisation opportunity.
The Company’s portfolio also generates substantial
levels of income to meet its expenses, which are largely
fixed overheads that represent a small percentage of its
net assets. Based on their assessment of the nature of
the Company, its investment policy and financial
resources, the Directors have a reasonable expectation
that the Company will be able to continue in operation
and to meet its liabilities as they fall due over the next
five years.
Going concern statement
The activities of the Company, together with the factors
likely to affect its future development, including its
performance, financial position, cash flows and liquidity
position, are described in the Strategic Report.
In addition, the Company’s policies and processes for
managing its key financial risks are described in note 13
on pages 95 to 99.
As at 31 December 2022, the Company’s total assets
less current liabilities were £135.11 million (31 December
2021: £143.76 million) and total current assets less
current liabilities were £(2.5) million (31 December 2021:
£4.3 million). Mainly attributable to drawdowns which
were fully repaid after the year end. The Directors have
reviewed the financial projections of the Company from
the date of this report, which shows that the Company
will be able to generate sufficient cash flows in order to
meet its liabilities as they fall due.
Viability statement
Ahead of the Company’s fifth annual general meeting in
2024, the Board will formulate and submit to
Shareholders proposals (which may constitute a tender
offer or other method of distribution) to provide
Shareholders with an opportunity to realise the value of
their Ordinary Shares at NAV per Ordinary Share less
costs. In all circumstances, the Board will seek to
balance the interests of both continuing Shareholders
and those electing to realise their investment with a view
to minimising any reduction in the overall size of the
Company.
The Directors remain confident in the Company’s ability
to achieve its investment objective. On this basis and
notwithstanding the value realisation opportunity in
2024, the Directors have elected to review the viability of
the Company for a five-year period. This is linked to the
weighted average life of the Debt Instruments in the
Company’s portfolio.
In assessing the viability of the Company over this
five-year period, the Directors have considered the
current position of the Company and a number of
factors. Most importantly, they have weighed the
characteristics of a closed-ended fund and the
investment policy of the Company against the principal
risks the Company faces as set out in this Strategic
Report. The Directors have evaluated scenarios of
current and possible future circumstances and the
prospects for the Company’s portfolio. The Directors
regularly review the inputs such as expense and
dividend forecasts, the ongoing charge, use of the
revolving credit facility and investor feedback.
The Directors have assumed that neither the closed
ended structure of the Company, its investment policy
nor the risks it faces are likely to change substantially, or
for the worse with respect to the viability of the
Company, over the five-year period they have selected
for the purposes of this viability statement. The Directors
have also assumed that the Company will continue to
maintain a sufficient level of liquidity and to generate
24 Annual Report and audited Financial Statements • December 202224
Strategic report Governance • Financial • Additional information
Investment Manager
The Company has appointed M&G Alternatives
Investment Management Limited (the ‘Investment
Manager’) to act as the Companys Alternative
Investment Fund Manager (AIFM) for the purposes of
the AIFM Directive and, accordingly, the Investment
Manager is responsible for providing discretionary
portfolio management and risk management services to
the Company.
The Investment Management Agreement dated 26
September 2018 is for an initial term of five years from
14 November 2018 and thereafter subject to termination
on not less than six months’ written notice by either
party. The Investment Management Agreement can be
terminated at any time in the event of the insolvency of
the Company or the Investment Manager or in the event
that the Investment Manager ceases to be authorised
and regulated by the FCA (if required to be so
authorised and regulated to continue to carry out its
duties under the Investment Management Agreement).
The Investment Manager is entitled to receive from the
Company an investment management fee, which is
calculated and paid quarterly in arrears at an annual rate
of 0.7% per annum of the prevailing published NAV.
Where the Company invests in a collective investment
vehicle that is managed or advised by an M&G entity,
such as the M&G European Loan Fund, the Investment
Manager reduces its investment management fee by the
amount of any equivalent management fee that is
charged to such collective investment vehicle or such
entity rebates its management fee such that the
Investment Manager ensures the Company is not
charged twice. The above arrangement does not apply
to any other fees or expenses charged to the Company
or any such entity in which it invests.
The Investment Manager is also entitled to be paid half
of any arrangement fee charged by the Company to the
issuer of a Debt Instrument in which the Company
invests. The balance of any arrangement fee is retained
by the Company.
As a consequence, the Directors believe that the
Company continues to be well placed to manage its
business risks successfully. In assessing the going
concern basis of accounting, the Directors have a
reasonable expectation that the Company has adequate
resources to continue in operational existence for the
foreseeable future and for a period of 12 months from
the date of the approval of this Annual Report. The
outlook section of the Chairman’s statement on page 5
details the expectations for 2023. Accordingly, they
continue to adopt the going concern basis in preparing
this Annual Report and Accounts.
Investment management and
third-party service provider
arrangements
The Board has overall responsibility for the Company’s
activities, including the review of investment activity and
performance and the control and supervision of all
suppliers of services to the Company, including the
Investment Manager. It is also responsible for the
determination of the Companys investment policy and
strategy and the Company’s system of internal and
financial controls, including ensuring that commercial
risks and financing needs are properly considered and
that the obligations of a public limited company are
adhered to.
To assist the Board in the operations of the Company,
arrangements have been put in place to delegate
authority for the performance of day-to-day operations
of the Company to the Investment Manager and other
third-party service providers. The Board has appointed
the Investment Manager to manage the Company’s
investment portfolio within guidelines set by the Board.
The Investment Manager is in frequent contact with the
Board and supplies the Directors with regular updates
on the Company’s activities and detailed reports at each
Board meeting.
Strategic review
Going concern statement
(continued)
25Annual Report and audited Financial Statements • December 2022
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Strategic review
Continuing appointment of Investment
Manager
As at the date of this Report, the Directors are of the
opinion that the Investment Manager has executed the
Companys investment strategy according to the Board’s
expectations. Accordingly, the Directors believe that the
continuing appointment of M&G Alternatives Investment
Management Limited as the Investment Manager of the
Company, on the terms agreed, is in the best interests of
the Company and its Shareholders as a whole.
Administrator
Under an Administration Agreement dated
26 September 2018, the Company has appointed State
Street Bank and Trust Company to act as administrator.
The administrator provides day-to-day administration of
the Company and is also responsible for the Company’s
general administrative functions, including the
calculation and publication of the NAV and maintenance
of the Companys accounting and statutory records.
The Administration Agreement is terminable, inter alia,
upon not less than six months’ written notice. The
Administration Agreement is also terminable
immediately upon the occurrence of certain standard
events, including the insolvency of the Company or the
Administrator or a party committing a material breach of
the Administration Agreement (where such breach has
not been remedied within 30 calendar days of written
notice being given).
Depositary
Under a Depositary Agreement dated 26 September
2018, the Company has also appointed State Street
Trustees Limited as depositary to provide depositary
services to the Company, which will include safekeeping
of the assets of the Company. The Depositary is
permitted to delegate (and authorise its delegates to
sub-delegate) the safekeeping of the assets of the
Company.
The Administrator and Depositary are entitled to a
combined fee (the ‘State Street Fee’). The State Street
Fee shall be up to 0.08% of the NAV per annum. The fee
is subject to a minimum rate, whereby if the NAV is less
than £250 million, the fee will be calculated as if the NAV
were £250 million. The State Street Fee is calculated
monthly and payable monthly in arrears.
Custodian
The Depositary has delegated safekeeping duties as set
out in the AIFM Directive and the FCA Handbook to
State Street Bank & Trust Company, whom it has
appointed as global sub-custodian. The fees for this are
included in the State Street Fee.
Registrar
The Company entered into a Registrar Agreement dated
26 September 2018 with Link Group to provide registrar
services in relation to the transfer and settlement of
shares.
In April 2021 the Company entered into a new Registrar
Agreement with Link Group. Effective from 1 May 2021,
under the terms of the agreement a fixed annual fee of
£13,000 (exclusive of VAT) will be payable. The Registrar
Agreement is for a period of three years until 30 April
2024 when the fee will increase in line with the Retail
Prices Index (RPI).
Company Secretary
The Company entered into a Company Secretarial
Services Agreement dated 26 September 2018
appointing Link Company Matters Limited (‘Company
Matters’) as Company Secretary to provide the company
secretarial functions required by the Companies Act.
Following the initial period of 12 months the Company
Secretarial Agreement automatically renewed, and
continues to renew, for successive periods of 12 months
unless or until terminated by either party at the end of
any successive 12-month period, provided written notice
is given to the other party at least six months prior to the
end of such successive 12-month period.
Investment management and
third-party service provider
arrangements (continued)
26 Annual Report and audited Financial Statements • December 202226
Strategic report Governance • Financial • Additional information
Pursuant to the terms of the Company Secretarial
Services Agreement, Company Matters have applied an
annual inflationary increase at the rate of the Retail
Prices Index prevailing at the time. With effect from
1 June 2022, the aggregate fee payable to Company
Matters was £67,753 (exclusive of VAT).
Section 172 Statement: promoting
the success of the Company
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 and the impact the
Company has on the community and the environment;
take a long-term view on consequences of the decisions
they make; and aim to maintain 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
relevant information as part of their induction, as well as
receiving regular and ongoing updates and training on
the relevant matters. 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 at least an annual basis and further
describe the 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 in the Companys risk register and are
subject to periodic and regular reviews and monitoring.
Decision-making
The Board considers the impact that any material
decision will have on all relevant stakeholders to ensure
that it is making a decision that promotes the long-term
success of the Company, whether this be in relation to
dividends, new investment opportunities, potential
future fundraisings etc.
Stakeholders
The Board seeks to understand the needs and priorities
of the Company’s stakeholders and these are taken into
account during all its discussions and as part of its
decision-making. The Board has considered which
parties should be deemed to be stakeholders of the
Company. As the Company is an externally managed
investment company and does not have any employees
or customers, its key stakeholders comprise its
Shareholders, regulators (including service party
regulators) and service providers. The section on the
following page discusses why these stakeholders are
considered of importance to the Company and the
actions taken to ensure that their interests are taken into
account.
Strategic review
Investment management and
third-party service provider
arrangements (continued)
27Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Strategic review
Importance Board engagement
Shareholders
Continued Shareholder support and
engagement are critical to the continued
existence of the Company and the
successful delivery of its long-term
strategy.
Before the Company’s fifth Annual
General Meeting in 2024, the Board will
formulate and submit to Shareholders
proposals (which may constitute a tender
offer or other method of distribution) to
provide Shareholders with an
opportunity to realise the value of their
Ordinary Shares at the then prevailing
NAV per Ordinary Share less costs. In all
circumstances, the Board will seek to
balance the interests of both continuing
Shareholders and those electing to
realise their investment.
The Company has over 200 Shareholders, including institutional and
retail investors. The Board is committed to maintaining open channels
of communication and to engage with Shareholders in a manner they
find most meaningful in order to gain an understanding of their
views. These include the channels below.
AGM: The Company welcomes and encourages attendance and
participation from Shareholders at its AGMs and when possible,
Shareholders will have the opportunity to meet the Directors and the
Investment Manager and to address questions to them directly. The
Company values any feedback and questions it may receive from
Shareholders ahead of and during the AGM and will take action or
make changes, when and as appropriate.
Publications: the Annual Report and Half Year Report are made
available on the Companys website and the Annual Report is
circulated to Shareholders. This information is supplemented by the
monthly calculation and publication of the NAV per share which is
announced via the regulatory news service of the London Stock
Exchange. In addition, a monthly factsheet and/or a quarterly
newsletter is published by the Investment Manager on the
Companys website. Feedback and/or questions that the Company
receives from Shareholders help the Company evolve its reporting,
aiming to render the reports and updates transparent and
understandable.
Shareholder meetings: unlike trading companies, one-to-one
Shareholder meetings usually take the form of a meeting with the
Investment Manager rather than members of the Board. Feedback
from all substantive meetings between the Investment Manager and
Shareholders is shared with the Board. During the year there were
eight meetings with Shareholders. The Chairman, the Chairman of
the Audit Committee or other members of the Board are available to
meet with Shareholders to understand their views on governance
and the Company’s performance where they wish to do so.
Section 172 Statement: promoting the success of the Company (continued)
28 Annual Report and audited Financial Statements • December 202228
Strategic report Governance • Financial • Additional information
Strategic review
Importance (continued) Board engagement (continued)
Shareholder concerns: in the event that Shareholders wish to raise
issues or concerns with the Board, they are welcome to do so at any
time by writing to the Chairman at the registered office. The Senior
Independent Director is also available as an intermediary to
Shareholders.
Investor relations updates: at every Board meeting, the Directors
receive updates from the Companys broker on the share trading
activity, share price performance and any Shareholders’ feedback, as
well as an update from the Investment Manager.
Other stakeholders
The Investment Manager
Holding the Company’s shares offers
investors a publicly traded investment
vehicle through which they can obtain
exposure to the Company’s diversified
portfolio. The Investment Manager’s
performance is critical for the Company
to successfully deliver its investment
strategy and meet its objective.
Maintaining a close and constructive working relationship with the
Investment Manager is crucial, as the Board and the Investment
Manager both aim to continue to achieve consistent, long-term returns
in line with the Companys investment objective. Important
components in the collaboration with the Investment Manager,
representative of the Companys culture include those listed below.
Encouraging open, honest and collaborative discussions at all
levels, allowing time and space for original and innovative thinking
Ensuring that the impact on the Investment Manager is fully
considered and understood before any business decision is made
Ensuring that any potential conflicts of interest are avoided or
managed effectively
The Board holds detailed and intensive discussions with the
Investment Manager on all key strategic and operational topics on an
ongoing basis. In addition to a monthly call their interactions have
addressed a range of topics including the dividend and zero-discount
policy, valuation methodology and credit risk against a background of
heightened economic and geopolitical risk during the year. Beyond
this, there are regular discussions by email and calls on various
operational matters.
Section 172 Statement: promoting the success of the Company (continued)
29Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Importance (continued) Board engagement (continued)
The Administrator, the Company
Secretary, the Registrar, the Depositary,
the Custodian and the Broker
In order to function as an investment
trust with a listing on the premium
segment of the official list of the FCA and
trade on the London Stock Exchange’s
(LSE) main market for listed securities,
the Company relies on a diverse range of
reputable advisors for support in
meeting all relevant obligations.
The Board maintains regular contact with its key external providers
and receives regular reporting from them through the Board and
committee meetings, as well as outside of the regular meeting cycle.
Their advice, as well as their needs and views are routinely taken into
account. The Management Engagement Committee formally assesses
their performance, fees and continuing appointment at least 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 Audit Committee reviews and evaluates
the control environments in place at each service provider and
assesses the effectiveness through review of the annual assurance
reports from each organisation. This reporting is supplemented by the
view of the Investment Managers Supplier Management Team
regarding the control environments in operation at the providers.
Interactions take place at least monthly including the approval of the
NAV, review of forecasts and management accounts.
Regulators (including third-party
service providers’ regulators)
The Company can only operate with the
approval of its regulators and its third-
party service providers’ regulators who
have a legitimate interest in how the
Company operates in the market and
how it treats its Shareholders.
The Company regularly considers how it meets various regulatory and
statutory obligations and follows voluntary and best practice guidance.
It also gives full consideration to how any governance decisions it
makes can have an impact on its stakeholders, both in the shorter and
in the longer term. The Companys service providers provide regular
reporting to the Company in respect of their interaction with their own
respective regulators.
Lenders
Availability of funding and liquidity are
crucial to the Company’s ability to take
advantage of investment opportunities
as they arise.
Considering how important the availability of funding is, the Company
aims to demonstrate to lenders that it is a well-managed business, and
in particular, that the Board focuses regularly and carefully on the
management of risk. The Board has worked with the Investment
Manager to agree the terms of the revolving credit facility.
Strategic review
Section 172 Statement: promoting the success of the Company (continued)
30 Annual Report and audited Financial Statements • December 202230
Strategic report Governance • Financial • Additional information
Examples of the Board’s principal decisions taken during the year, and how the Board fulfilled its duties under Section
172 of the Act, and the related engagement activities are set out below.
Principal decision Long-term impact Stakeholder considerations and engagement
The Board
continued with the
implementation of a
‘zero discount
policy.
Through the implementation of
this policy, the Company will seek
to ensure that the shares trade
close to NAV where possible.
In April 2021 the Board announced the decision to
implement a ‘zero discount’ policy to manage the
discount, or premium, to NAV. The Board believes that
it is important for Shareholders to be able to benefit
appropriately from the Company’s investment
objective which is to generate a regular and attractive
level of income with low asset value volatility. The
Company therefore seeks to ensure that the Ordinary
Shares trade close to NAV in normal market conditions
through a combination of Ordinary Share buybacks
and the issue of new Ordinary Shares, or resale of
Ordinary Shares held in treasury, where demand
exceeds supply.
During the year, the Company has undertaken a
number of share buybacks and share issuances
pursuant to the ‘zero discount’ policy. The Shares were
issued from treasury in order to satisfy demand in the
market.
Strategic review
Section 172 Statement: promoting the success of the Company (continued)
Importance (continued) Board engagement (continued)
Institutional investors and proxy advisers
The evolving practice and support of the
major institutional investors and proxy
adviser agencies are important to the
Directors, as the Company aims to
maintain its reputation for high standards
of corporate governance, which
contributes to its long-term sustainable
success.
Recognising the principles of stewardship, as promoted by the UK
Stewardship Code, the Board welcomes engagement with all of its
investors. The Board recognises that the views, questions from, and
recommendations of many institutional investors and proxy adviser
agencies provide a valuable feedback mechanism and play a part in
highlighting Shareholders’ evolving expectations and concerns. These
are important factors for the Board in delivering the Companys
strategy.
The above mechanisms for engaging with stakeholders are kept under review by the Directors and will be discussed
on a regular basis at Board meetings to ensure that they remain effective.
31Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
The Board seeks to appoint appropriate third-party
service providers and evaluates their services on a
regular basis as described on pages 24 to 26. Their
ongoing appointments are not only reflective of their
performance by reference to their contractual and
service level obligations, but also take into account the
extent to which their individual corporate cultures align
with those of the Company. The Board considers the
culture of the Investment Manager and other
stakeholders, 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.
Employees, human rights and
social and community issues
The Board recognises certain requirements under the
Companies Act 2006 to detail information about human
rights, employees and community issues, including
information about any policies it has in relation to these
matters and the effectiveness of these policies. These
Culture
The Directors are of the opinion that establishing and
maintaining a healthy corporate culture amongst the
Board and in its interaction with the Investment
Manager, Shareholders and other stakeholders will
support the delivery of its purpose, values and strategy.
The Board seeks to promote a culture of openness,
transparency and integrity through ongoing dialogue
and engagement with its stakeholders, principally the
Investment Manager.
The Board strives to ensure that its culture is in line with
the Companys purpose, values and strategy and will
consider this through its annual evaluation processes.
Further information relating to the Company’s values is
provided in the Corporate Governance Statement on
page 42. There are also policies and procedures in place
to assist with maintaining a culture of good governance
that include those relating to Directors’ dealings in the
Companys shares, conflicts of interest, bribery and tax
evasion.
Strategic review
Importance (continued) Board engagement (continued)
The Company
renewed the
agreement for a
revolving credit
facility of £25
million with State
Street Bank
International GmbH.
In line with its approach to balance
sheet management, the Company
has renewed its agreement for a
one-year multicurrency revolving
credit facility of £25 million.
The Board regularly reviews the Company’s cash
position and commitments taking into consideration
the impact on Shareholders. The facility is used to
support the long-term growth of the Company and in
particular to fund investments. The facility increases
the Companys net liquid resources available for future
deployment, including dividend payments to
Shareholders and any repurchase of the Company’s
issued share capital. The terms of the credit facility
with State Street Bank International GmbH contain
covenants with which the Company is regularly
required to confirm to State Street Bank International
GmbH that it has remained compliant. As at the year
end, the Company’s drawings stood at £7m, which
equated to a gearing level of 5.0%.
Section 172 Statement: promoting the success of the Company (continued)
32 Annual Report and audited Financial Statements • December 202232
Strategic report Governance • Financial • Additional information
requirements are not in practice applicable to the
Company as it has no employees, all the Directors are
non-executive and it has outsourced all operational
functions to third-party service providers. The Company
has therefore not reported further in respect of these
provisions.
Under listing rule 15.4.29(R), the Company, as a closed-
ended investment fund, is exempt from complying with
the Task Force on Climate-related Financial Disclosures.
Board diversity
As at 31 December 2022, the Board of Directors of the
Company comprised two male directors and two female
directors. The Board is an enthusiastic supporter of
diversity in its composition, recognising that it brings
additional benefits to the Company and its stakeholders
beyond specialist skills, knowledge, experience,
backgrounds and perspectives. The Board welcomes
the FTSE Women Leaders Review regarding the
proportion of women on boards and the Parker Review
with respect to ethnic representation on boards,
amongst other published commentaries, although it
does not feel that it is appropriate to adopt diversity
targets, given its small size. The appointment process
therefore includes wide consideration of diversity, taking
into account gender, social and ethnic backgrounds,
cognitive and personal strengths and experience.
The Board notes the board diversity targets as set out in
the Financial Conduct Authority’s Listing Rules, against
which the Company will begin reporting for the year
ending 31 December 2023.
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 and their
employees, the Company aims to conduct itself
responsibly, ethically and fairly.
Strategic review
The day-to-day management of the Company’s investing
activities is delegated to the Investment Manager.
1. Whilst the Company does not invest with a specific
ESG strategy, the Investment Manager nonetheless
takes into consideration environmental, social and
governance (‘ESG’) factors that have the potential
to have a material financial impact.
2. The Investment Manager believes consideration of
the implications for society and the environment to
be part of investment stewardship and in line with
its fiduciary duties to the Company.
3. The Investment Manager takes a long-term
approach, keeping in mind the Company’s time
horizons, the urgency of individual ESG issues and
delivery of ESG priorities and commitments.
4. The Investment Manager identifies ESG themes
and risk factors and incorporates them into its
general investment and risk management
processes.
5. The Investment Manager is an active investor and
believes in active management, preferring stock
selection, engagement and voting (where relevant)
over exclusion. As a responsible investor it seeks to
support companies transitioning towards the
creation of a more sustainable economy.
6. As an investor the Investment Manager is politically
neutral, does not engage in political contributions,
and does not have a direct affiliation with any
political party in any country. It is committed to
working with our stakeholders, including our
investee companies, to help fight slavery, human
trafficking, child labour or any other abuse of
human rights. Therefore, it takes into consideration
politics where they impact human rights, the rule of
law, fairness and equality, and where local and/or
geopolitical risk impacts the risk return profile of an
investment.
33Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Strategic review
7. Where an investment, either by the nature of its
business or by the nature of the investee company’s
activities or behaviours, breaches the Investment
Managers core values, it will assess the investment
under its exclusion process. Where we believe
engagement and voting has been or will be
ineffective in influencing positive change, it may
exclude the company from our portfolios.
8. The Investment Manager reviews its ESG approach
regularly in order to align with scientific and
technological improvements, changes in the global
economy, and the evolution of good practice,
sustainability and ethics.
9. The Investment Manager aspires to produce
research of the highest quality for our investment
teams, generating market leading proprietary
research and data, integrating ESG into the
investment process across all asset classes.
10. The Investment Manager recognises the complexity
in identifying and addressing the drivers of ESG
issues, given the interdependence of ESG factors,
some of which are inherently subjective and where
available data may not be of high quality. In such
cases it adopts a pragmatic approach, balancing
the implications for the economy, society and the
environment where available information is not
objective or reliable.
11. The Investment Manager is a provider of capital to
investee companies, and is not responsible for the
day-to-day management of those companies.
However, the Investment Manager is cognisant of
the need to encourage good corporate governance
and sustainable business practices and, if
necessary, vote for changes to board composition
where this is not the case.
As a signatory member to the PRI, the Investment
Manager is committed to providing detailed ESG
transparency to market participants in relation to its
business activities. The most recent transparency report
is available at unpri.org/signatory-directory/mandg-
investments/1483.article
Given its commitment to responsible investment, the
Investment Manager has allocated significant human
and financial capital to the implementation of the PRI
principles.
Sustainability risk and investment
process
The Board believes that sustainability risk can have a
material impact on long-term investment outcomes.
Sustainability risk means exposure to an ESG event or
condition that, if it occurs, could cause an actual or a
potential material negative impact on the value of an
investment. The Company’s goal is to generate the best
possible risk adjusted returns for investors, taking into
account all factors that influence investment
performance, and therefore ESG issues are incorporated
into investment decisions wherever they have a
potentially meaningful impact on risk or return.
ESG factors themselves are, generally, non-financial
considerations that may impact the risk, volatility and
long-term return of individual investments, as well as
markets as a whole. Individual investments can have
both a positive and negative impact on society and the
environment.
In certain contexts, ESG factors may be referred to as
sustainability factors. Due to the nature of its stated
investment strategy, the Company does not seek to
actively promote ESG factors and does not seek to
maximise portfolio alignment with ESG factors, but it
nevertheless remains exposed to sustainability risks.
Environmental, social and
governance (ESG) issues
(continued)
34 Annual Report and audited Financial Statements • December 202234
Strategic report Governance • Financial • Additional information
In order to ensure that sustainability risks are properly
considered within the investment decision making and
risk monitoring processes, to the extent that they
represent potential or actual material risks and/or
opportunities for maximising long-term risk-adjusted
returns, the Investment Manager follows a series of
environmental, social and governance investment
principles described in the Investment Manager’s ESG
Principles Statement, which can be accessed via the
Investment Manager’s website.
At its quarterly meeting held on 1 February 2022, the
Company resolved to approve the implementation of
M&G Investments Thermal Coal Investment Policy
(Thermal Coal Policy). This came into effect on 27 April
2022.
The Thermal Coal Policy is a forward looking policy,
excluding issuers who are either unable or unwilling to
transition away from thermal coal within the necessary
timelines to keep the earth’s average warming within the
targets set by the Paris Agreement. The portfolio of the
Company does not currently have any assets that are
failing the policy and require divestment.
Greenhouse gas emissions
All of the Company’s activities are outsourced to third
parties. As such it does not have any physical assets,
property, employees or operations of its own and does
not generate any greenhouse gas or other emissions or
consume any energy reportable under the Companies
Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013 or the Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018, implementing the UK
Government’s policy on Streamlined Energy and Carbon
Reporting.
Strategic review
Impacts on the Company following the occurrence of a
sustainability risk event may be numerous and will vary
depending on the specific investment risk, geographical
region and asset class. In general, where a sustainability
risk event occurs in respect of an individual asset, there
is the potential for a negative impact on, or an entire loss
of, its value.
The following types of sustainability risks have the
potential to materially impact the returns of the
Company over time:
Environmental factors, which include, but are not
limited to, the ability of investee companies to
mitigate and adapt to climate change, the potential
for higher carbon prices, exposure to increasing
water scarcity and potential for higher water prices,
waste management challenges, and impact on
global and local ecosystems.
Social risks, which include, but are not limited to,
product safety, supply chain management and
labour standards, health and safety and human
rights, employee welfare, data & privacy concerns
and increasing technological regulation.
Governance aspects, which include, but are not
limited to, board composition and effectiveness,
management incentives, management quality,
ethnic and gender diversity, and stakeholder
alignment.
The potential impacts of sustainability risk events on the
Companys portfolio include degradation of issuer
cashflow and consequent inability to meet debt
servicing obligations, and inability to continue to actively
and competitively participate in its chosen markets.
Sustainability risks may also affect the credit quality of
an issuer. The Company has exposure to higher-yielding
private debt arrangements, which may include debt
securities of smaller companies, some of which may be
privately owned, and thus may be less transparent in
respect of environmental, social and governance and
sustainability-related disclosures.
Sustainability risk and investment
process (continued)
35Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Modern slavery
The Company, as an investment vehicle, does not
provide goods or services in the normal course of
business and does not have customers. The Directors
consider that the Company is thus not required to make
a slavery or human trafficking statement under the
Modern Slavery Act 2015. The Board considers the
Companys supply chains, dealing predominantly with
professional advisers and service providers in the
financial services industry, to be low risk in relation to
this matter.
Approval
The Strategic Report was approved by the Board at its
meeting on 25 April 2023. The Chairman’s Statement
together with the Investment Managers Report form
part of this Strategic Report.
David Simpson
Chairman
25 April 2023
Strategic review
36 Annual Report and audited Financial Statements • December 202236
Strategic report Governance • Financial • Additional information
Directors
David Simpson, Chairman. Appointed as a non-
executive Director on 18 September 2018. David
Simpson is a qualified solicitor and was a partner at
KPMG for 15 years until 2013, culminating as global head
of M&A. Before that he spent 15 years in investment
banking, latterly at Barclays de Zoete Wedd Ltd. He is
chairman of Ecofin Global Utilities and Infrastructure
Trust plc, a non-executive Director of abrdn New India
Investment Trust plc and a non-executive Director of ITC
Limited, a major listed Indian company. David graduated
from the University of Cambridge with a degree in
Economics and Law.
Richard Boléat FCA, Audit Committee Chairman.
Appointed as a non-executive Director on 18 September
2018. Richard Boléat is a Fellow of the Institute of
Chartered Accountants in England & Wales, having
trained with Coopers & Lybrand in Jersey and the United
Kingdom. After qualifying in 1986, he subsequently
worked in the Middle East, Africa and the UK for a
number of commercial and financial services groups
before returning to Jersey in 1991. He was formerly a
Principal of Channel House Financial Services Group
from 1996 until its acquisition by Capita Group plc
(‘Capita’) in September 2005. Richard led Capita’s
financial services client practice in Jersey until
September 2007, when he left to establish Governance
Partners, L.P., an independent corporate governance
practice. Alongside his roles at the Company, he
currently acts as Chairman of CVC Credit Partners
European Opportunities Limited and is a non-executive
Director of Third Point Investors Limited, both of which
are listed on the London Stock Exchange. He is
regulated in his personal capacity by the Jersey
Financial Services Commission.
Barbara Powley, appointed as a non-executive Director
on 18 September 2018 and Senior Independent Director
from 26 April 2023. Barbara Powley is a chartered
accountant with over 30 years’ experience in the
investment trust industry. Prior to her retirement in
March 2018 she was a director in BlackRock’s closed-
ended funds team from 2005 with responsibility for the
oversight and administration of BlackRock’s stable of
investment trusts. From 1996 to 2005, she had a similar
role at Fidelity. Barbara graduated from the University of
York with a degree in Mathematics and Economics.
Barbara is currently a non-executive Director of
Montanaro UK Smaller Companies Investment Trust plc.
Jane Routledge, appointed as a non-executive Director
on 25 October 2021. Jane Routledge has spent 30 years
in marketing & communications roles in the investment
management sector, communicating with pension fund,
intermediary and private investor audiences. She has
worked in a number of investment management
businesses, including Schroders, Invesco and Hermes
Fund Managers. Most recently, she spent eight years to
December 2019 as a partner in Seven Investment
Management, building and leading its marketing
function across all channels to market. Jane is currently
a non-executive director of Cumbria Education Trust and
Brown Advisory US Smaller Companies PLC. She
graduated from the University of Cambridge with a
degree in Modern & Medieval Languages, and has a
Masters degree in Organisational Psychology from the
University of London.
3737Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Investment trust status
The Company has received approval from HM Revenue
& Customs (HMRC) as an authorised investment trust
under Sections 1158 and 1159 of the Corporation Tax Act
2010, subject to the Company continuing to meet the
eligibility conditions. The Directors are of the opinion
that the Company has conducted its affairs in
compliance with such approval and intends to continue
doing so.
Current share capital
As at 31 December 2022 there were 142,233,022
Ordinary Shares in issue, excluding 2,512,749 Ordinary
Shares held in treasury.
At the date of this report, there are 142,133,022 Ordinary
Shares in issue, excluding 2,612,749 held in treasury. At
General Meetings of the Company, Shareholders are
entitled to one vote on a show of hands and, on a poll, to
one vote for every share held.
The total voting rights of the Company as at
31 December 2022 were 142,233,022.
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 and
no agreements between holders of securities regarding
their transfer known to the Company.
Change of Control
There are no agreements to which the Company is party
that might be affected by a change of control of the
Company except for the agreement in relation to the
Companys credit facility. The Company entered into a
£25 million Facility Agreement with State Street Bank
International GmbH, expiring on 16 October 2023. This
agreement could alter or terminate on the change of
control of the Company. Further information is disclosed
in note 6 to the financial statements.
Directors’ report
The Directors are pleased to present the Annual Report
and audited Financial Statements for the year ended
31 December 2022.
In accordance with the 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. Therefore, a review of the
business of the Company, recent events and outlook can
be found on pages 6 to 8 and information regarding
environmental, social and governance issues can be
found on pages 32 to 33.
Directors
The Directors in office during the year and at the date of
this report are shown on page 36 together with their
biographical details. 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 Investment Manager during the year.
Results and dividends
A summary of the Company’s performance during the
year ended 31 December 2022 and the outlook for the
forthcoming year is set out in the Strategic Report on
pages 6 to 8.
The interim dividends paid for the year ended
31 December 2022 are set out in note 7 to the Financial
Statements.
Corporate governance
The Company’s Corporate Governance Statement is set
out on pages 42 to 54 and forms part of this report.
38 Annual Report and audited Financial Statements • December 202238
Strategic report Governance • Financial • Additional information
On 18 November 2020, the Company announced that it
had given instructions to Winterflood Securities Limited
(‘Winterflood’) to purchase the Company’s shares
pursuant to the authority by Shareholders at the
previous AGM. On 30 April 2021, the Company
announced its intention to implement a ‘zero discount’
policy to seek to manage the discount or premium to net
asset value and gave instructions to Winterflood to
implement the policy on the Board’s behalf. During the
year ended 31 December 2022, the Company bought
back a total of 2,305,000 shares (2021: 2,882,749) to be
held in treasury at an average price of 91.15p per share
(2021: 97.5p) representing total consideration of
£2,184,800 (2021: £2,810,635).
Substantial shareholdings
The Company has been informed of the following latest
notifiable interests in the voting rights of the Company,
in accordance with Disclosure Guidance and
Transparency Rule 5.1.2, as at 31 December 2022:
Number of
shares held
% of voting
rights at
31 December
2022
M&G plc 38,830,132 27.3
Alder Investment Management
Limited
7,877,039 5.5
EFG Private Bank Limited 7,226,335 5.1
Brewin Dolphin Limited 7,106,845 5.0
SG Kleinwort Hambros Bank
Limited
5,732,836 4.0
The Company has not been informed of any changes to
the above interests between 31 December 2022 and the
date of this Report.
Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a General Meeting of
the Shareholders.
Share issues
At a General Meeting of the Company held on
18 September 2018, the Directors were granted the
authority to allot up to 400,000,000 Ordinary Shares
and/or C Shares in aggregate, which will expire on
18 September 2023. At the forthcoming Annual General
Meeting (‘AGM’) in 2023, the Directors will seek a new
authority to allot Ordinary Shares and/or C Shares up to
an aggregate nominal amount of £142,133 (ie up to
14,213,300 Ordinary Shares and/or C Shares,
representing approximately 10% of the issued share
capital of the Company (excluding treasury shares) as at
the last business day before publication of the Notice of
AGM). This authority will expire at the conclusion of the
AGM in 2024.
The Company has a block listing of 14,203,384 Ordinary
Shares, as the balance of an initial application for a block
listing of 20,000,000 Ordinary Shares listed and
admitted to trading on the premium segment of the
LSEs main market on 17 January 2019. The shares may
be issued under the block listing from time to time for
cash and in accordance with the Companys Articles of
Association, provided that such issues are made at
prices of not less than the prevailing net asset value per
share.
During the year ended 31 December 2022, no shares
were issued under the block listing. A total of 2,815,000
shares at an average price of 99.38p per share were
sold from treasury for cash representing a total
consideration of £2,796,550. The shares were sold at a
premium to the previously published net asset value per
share.
Purchase of own shares
The current authority to repurchase up to 14.99% of the
Companys issued share capital to be held in treasury or
for cancellation was granted to the Directors on 8 June
2022 and will expire at the conclusion of the 2023 AGM
when a resolution for its renewal will be proposed (see
page 104 for further information).
Directors’ report
3939Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Financial risk management
As noted on page 23, information about the Companys
financial risk management objectives and policies is set
out in note 13 of the Financial Statements.
Going concern and viability
statement
The going concern statement and viability statement can
be found on pages 23 and 24 of the Strategic Report.
Political donations
The Company made no political donations during the
year to 31 December 2022.
Directors’ and Officers’ liability
insurance
Directors’ and Officers’ liability insurance cover is
maintained by the Company, at its expense, on behalf of
the Directors.
AGM
The Directors are pleased to invite Shareholders to
attend the fourth AGM of the Company, at the offices of
M&G Alternatives Investment Management Limited.
The Notice of AGM (the ‘Notice’) to be held on 15 June
2023 is set out on pages 103 to 107. Shareholders are
being asked to vote on various items of business as
follows:
The receipt and acceptance of the Strategic Report,
Directors’ Report, Auditor’s Report and the audited
Financial Statements for the year ended
31 December 2022
The receipt and approval of the Directors’
Remuneration Report
The receipt and approval of the Directors’
Remuneration Policy
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 Directors confirm that there are no disclosures to be
made in relation to Listing Rule 9.8.4.
Directors’ indemnity
Under the Company’s Articles of Association, the
Directors are provided, subject to the provisions of UK
legislation and at the discretion of the Board, with an
indemnity in respect of liabilities owed to third parties
which they may sustain or incur in connection with their
appointment. This indemnity was in force during the
year and remains in force as at the date of this report.
Apart from this, there are no qualifying third-party
indemnity provisions or qualifying pension scheme
indemnity provisions that would require disclosure.
Auditor
The Directors who held office at the date of approval of
the Directors’ Report confirm that, so far as they are
aware, there is no relevant audit information of which the
Companys 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 Companys Auditor
is aware of that information.
The Audit Committee conducted a competitive tender
process for the year ending 31 December 2023 and
recommended the appointment of BDO LLP. Resolutions
for its appointment and for the Directors to determine its
remuneration will be proposed at the forthcoming AGM.
Please refer to page 63 in the Report of the Audit
Committee for further information.
Directors’ report
40 Annual Report and audited Financial Statements • December 202240
Strategic report Governance • Financial • Additional information
Authority to allot Ordinary Shares
and to sell shares from treasury for
cash
As explained on page 38, the authorities granted on
18 September 2018 are due to expire on 18 September
2023, and therefore the Directors will seek new
authorities at the forthcoming AGM. An ordinary
resolution to authorise the Directors to allot Ordinary
Shares and/or C Shares up to an aggregate nominal
amount of £142,133 (ie up to 14,213,300 Ordinary Shares
and/or C Shares, representing approximately 10% of the
issued share capital of the Company (excluding treasury
shares) as at the last business day before publication of
the Notice of AGM), will be proposed as Resolution 11.
When shares are to be allotted for cash, Section 561 of
the Companies Act 2006 provides that existing
shareholders have pre-emption rights and that the new
shares must be offered first to such shareholders in
proportion to their existing holding of shares. However,
shareholders can, by special resolution, authorise the
Directors to allot shares otherwise than by a pro rata
issue to existing shareholders.
Resolution 12, a special resolution, is being proposed to
authorise the Directors to issue Ordinary Shares and/or
C Shares for cash and to disapply the pre-emption rights
of existing shareholders in relation to issues of Ordinary
Shares and/or C Shares under Resolution 11 (being in
respect of up to 10% of the Company’s issued share
capital as at the date of the Notice, as if Section 561
does not apply. Shares would only be issued at a price at
or above the prevailing NAV per share. As at the date of
the Notice, the Company holds 2,612,749 shares in
treasury.
Approval of the Company’s dividend policy
The election and re-election of Directors
The appointment of BDO LLP as Auditor and the
authorisation of the Directors to determine the
remuneration of the Auditor
The authority to allot shares
The authority for disapplication of pre-emption
rights in respect of the shares the Directors are
authorised to allot
The purchase of own shares
The holding of general meetings (other than AGMs)
on not less than 14 clear days’ notice
The details about the resolutions are provided on pages
103 to 107.
Dividend policy
By way of a resolution granted on 18 September 2018,
the Directors are authorised to declare and pay all
dividends as interim dividends without the need for the
prior approval of the Company’s shareholders. However,
regarding Corporate Governance best practices relating
to the payment of interim dividends, without shareholder
approval of a final annual dividend, the Board has
decided to seek express approval of its dividend policy.
The Company’s dividend policy remains unchanged to
that disclosed in the IPO Prospectus published on
26 September 2018 which stated that the Company
intends to distribute at least 85% of its distributable
income earned in each financial year by way of dividends
and that, from 2020, such dividends are intended to be
paid quarterly.
Directors’ report
AGM (continued)
4141Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Purchase of own shares
Resolution 13, a special resolution, will renew the
Companys authority to make market purchases of up to
21,305,739 Ordinary Shares (being 14.99% of the issued
share capital as at the date of the Notice, excluding any
treasury shares, or, if changed, 14.99% of the issued
share capital, excluding any treasury shares, immediately
following the passing of the 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) 5.0%
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. The minimum
price which may be paid is £0.01 per Ordinary Share.
This authority, if approved by Shareholders, will expire at
the AGM to be held in 2024, when a resolution for its
renewal will be proposed.
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.
Directors’ report
The Company would like to preserve its ability to call
General Meetings (other than an AGM) on less than 21
clear days’ notice. The shorter notice period proposed
by Resolution 14, 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 2024, 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.
By order of the Board
Link Company Matters Limited
Company Secretary
25 April 2023
42 Annual Report and audited Financial Statements • December 202242
Strategic report Governance • Financial • Additional information
The UK Code includes provisions relating to the role of
the chief executive, executive directors’ remuneration
and the need for an internal audit function. For the
reasons set out in the AIC Guide, the Board considers
that these provisions are not relevant to the position of
the Company, being an externally managed investment
company. In particular, all of the Companys day-to-day
management and administrative functions are
outsourced to third parties. As a result, the Company
has no executive Directors, employees or internal
operations. The Company has therefore not reported
further in respect of these provisions.
The Principles of the AIC Code
The AIC Code is made up of 17 principles split into five
sections:
Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Corporate governance statement
Introduction
The Listing Rules and the Disclosure Guidance and
Transparency Rules (Disclosure Rules) of the FCA
require listed companies to disclose how they have
adhered to the principles and followed the
recommended provisions of the corporate governance
code to which the issuer is subject.
The Board has considered the Principles and Provisions
of the AIC Code of Corporate Governance (AIC Code),
published In February 2019. The AIC Code addresses
the Principles and Provisions set out in the UK Corporate
Governance Code (the UK Code) issued by the Financial
Reporting Council (FRC), as well as setting out additional
principles and recommendations on issues that are of
specific relevance to investment trusts.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the FRC, provides more relevant
information to shareholders than the UK Code. The
terms of the FRC’s endorsement mean that AIC
members who report against the AIC Code fully meet
their obligations under the UK Code and the related
disclosure requirements contained in the Listing Rules.
The AIC Code is available on the AIC website (theaic.
co.uk). It includes an explanation of how the AIC Code
adapts the Principles and Provisions set out in the UK
Code to make them relevant for investment companies.
The UK Code can be viewed at frc.org.uk
Throughout the year ended 31 December 2022, the
Company has complied with the principles and
provisions of the AIC Code and the relevant provisions
of the UK Code, except as set out below.
43Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
Board leadership and purpose
A. A successful company is led by
an effective board, whose role
is to promote the long-term
sustainable success of the
Company, generating value for
shareholders and contributing
to wider society.
The Board considers the Company’s long-term sustainable success as its
main focus and all decisions are considered from this point of view. As
outlined below, the Company is run with a very clear culture and values
which are embedded into everything the Company does.
As part of this the opportunities and risks faced by the business are
considered, monitored and assessed on a regular basis, both in terms of
potential and emerging risks that the business may face. More detail
regarding the principal risks and the sustainability of the Company’s
business model can be found in the Strategic Report on pages 17 to 22. In
addition, the Company, through the Investment Manager, has a strong,
long-term commitment to a responsible investment methodology, which
expressly considers the interests of wider society within the Investment
Managers investment processes. Details can be found on pages 32 to 34 of
the Strategic Report.
B. The Board should establish the
Companys purpose, values
and strategy, and satisfy itself
that these and its culture are
aligned. All directors must act
with integrity, lead by example
and promote the desired
culture.
The purpose of the Company is the investment objective which is to
generate a regular and attractive level of income with low asset value
volatility. It seeks to do this by investing in a diversified portfolio of public
and private debt and debt-like instruments. The Company is mainly invested
in private debt instruments. This part of the portfolio will generally include
Debt Instruments which are nominally quoted but are generally illiquid. The
strategy that the Board follows in order to execute this is outlined in the
Strategic Report on pages 4 to 8. More detail regarding how the Company
considers the long-term sustainable success of the Company can be found
in the Section 172 statement on pages 26 to 31.
The Board adopts key values that are embedded in the culture of the
business and are important to any investment decision made by the
Company. These values and culture also drive how the Board and its
relationship with the Investment Manager proceed. These are to:
invest in a manner consistent with the PRI Principles;
ensure all business decisions are made once all potential impacts on
relevant stakeholders are fully understood;
encourage open, honest and collaborative discussions at all levels in
Board meetings, with Shareholders and with other stakeholders; and
seek to avoid or manage any potential conflicts of interest.
The values and culture of the business are considered as part of the annual
board evaluation process to ensure that they remain a key focus that all
decisions are based on.
The Principles of the AIC Code (continued)
44 Annual Report and audited Financial Statements • December 202244
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
C. The Board should ensure that
the necessary resources are in
place for the Company to meet
its objectives and measure
performance against them.
The Board should also
establish a framework of
prudent and effective controls,
which enable risk to be
assessed and managed.
The Board and the Management Engagement Committee regularly review
the performance of the Company and the performance and resources of
the Investment Manager to ensure that the Company can continue to meet
its investment objective.
The Board assesses the performance of the Investment Manager in a
number of different ways, including through the KPIs.
The Audit Committee is responsible for assessing and managing risks and
further information about how this is done can be found in the Report of the
Audit Committee on pages 62 to 66.
D. In order for the Company to
meet its responsibilities to
shareholders and
stakeholders, the Board should
ensure effective engagement
with, and encourage
participation from, these
parties.
The Board understands its responsibilities to Shareholders and other
stakeholders and considers the expressed opinions of all such parties when
making any material decision. The Board considers that, other than
Shareholders, their other key stakeholders are their third-party service
providers and the Investment Manager in particular. The Management
Engagement Committee considers the relationship with all third-party
service providers on at least an annual basis and there is an ongoing
dialogue with the Investment Manager to ensure views are aligned.
More information regarding how the Board engages with stakeholders and
considers the impact that any material decision will have on relevant
shareholders can be found in the Section 172 statement on pages 26 to 31.
Representatives of the Investment Manager regularly meet institutional
shareholders to discuss strategy and to understand their issues and
concerns and, if applicable, to discuss corporate governance issues. The
results of such meetings are reported at the following Board meeting.
Regular reports on investor sentiment and industry issues from the
Companys broker are submitted to the Board.
Any substantive communications regarding major corporate issues would
be discussed by the Board taking into account representations from the
Investment Manager, the auditor, legal advisers, the broker and the
Company Secretary.
The Principles of the AIC Code (continued)
45Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
Division of responsibilities
F. The chair leads the Board and
is responsible for its overall
effectiveness in directing the
Company. They should
demonstrate objective
judgement throughout their
tenure and promote a culture
of openness and debate. In
addition, the chair facilitates
constructive board relations
and the effective contribution
of all non-executive directors,
and ensures that directors
receive accurate, timely and
clear information.
There is a clear division of responsibility between the Chairman, the
Directors, the Investment Manager and the Company’s other third-party
service providers. The Chairman is responsible for leading the Board,
ensuring its effectiveness in all aspects of its role and is responsible for
ensuring that all Directors receive accurate, timely and clear information.
The Board meets regularly throughout the year and representatives of the
Investment Manager are in attendance, when appropriate, at each meeting
and most Committee meetings.
The Board has agreed a schedule of matters specifically reserved for
decision by the Board. This includes establishing the investment objective,
strategy and benchmarks, the permitted types or categories of investment,
the markets in which transactions may be undertaken, the level of permitted
gearing and borrowings, the amount or proportion of the assets that may
be invested in any category of investment or in any one investment, and the
Companys treasury and share buyback policies.
The Board, at its regular meetings, undertakes reviews of key investment
and financial data, revenue projections and expenses, analyses of asset
allocation, transactions and performance comparisons, share price and net
asset value performance, gearing, marketing and shareholder
communication strategies, the risks associated with pursuing the
investment strategy and industry issues.
The review of the performance of the Chairman was carried out during the
year by Richard Boléat as Senior Independent Director. It was concluded
that the Directors believed the Chairman encouraged good debate, ensured
all Directors were involved in discussions and that the Board as a whole was
working well.
The Principles of the AIC Code (continued)
46 Annual Report and audited Financial Statements • December 202246
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
G. The Board should consist of an
appropriate combination of
directors (and, in particular,
independent non-executive
directors) such that no one
individual or small group of
individuals dominates the
Board’s decision making.
All of the Directors are non-executive and are independent of the
Investment Manager and the other service providers. A majority of the
Board will at all times be independent of the Investment Manager.
The Chairman, David Simpson, was independent of the Investment
Manager at the time of his appointment and remains so.
Each Director is not a director of another investment company managed by
the Companys Investment Manager, nor has any Board member been an
employee of the Company or any of its service providers.
The Board evaluation concluded that each Director provides a valuable
contribution to Board meeting discussions and exercises appropriate levels
of challenge and debate.
During the year under review, Richard Boléat acted as Senior Independent
Director of the Company. Following a review of Director roles and the
composition of Board Committees by the Nomination Committee, the Board
agreed to rotate the role of Senior Independent Director and Barbara
Powley has agreed to assume this role from 26 April 2023.
H. Non-executive directors
should have sufficient time to
meet their board
responsibilities. They should
provide constructive challenge,
strategic guidance, offer
specialist advice and hold third
party service providers to
account.
As part of the Board evaluation process, the contributions of each Director,
as well as the time commitments made by each board member are
considered and reviewed. Directors’ other commitments are regularly
reviewed and any new appointments are considered by the other Directors
to ensure there is no conflict of interest or risk of overboarding. As
explained above, it was concluded that each Director provided appropriate
levels of challenge and provided the Company and the Investment Manager
with guidance and advice when required.
The Management Engagement Committee reviews the performance and
cost of the Company’s third-party service providers on an annual basis.
More information regarding the work of the Management Engagement
Committee can be found on pages 52 to 54.
I. The Board, supported by the
Company Secretary, should
ensure that it has the policies,
processes, information, time
and resources it needs in order
to function effectively and
efficiently.
The Directors have access to the advice and services of the Company
Secretary through its appointed representative who is responsible to the
Board for ensuring that Board procedures are followed and that applicable
rules and regulations are complied with. The Company Secretary is also
responsible for ensuring good information flows between all parties.
The Principles of the AIC Code (continued)
47Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
Composition, succession and
evaluation
J. Appointments to the Board
should be subject to a formal,
rigorous and transparent
procedure, and an effective
succession plan should be
maintained. Both
appointments and succession
plans should be based on
merit and objective criteria
and, within this context, should
promote diversity of gender,
social and ethnic backgrounds,
cognitive and personal
strengths.
The Board has established a Nomination Committee, comprising all the
independent Directors. This Committee will lead the appointment process
of new Directors as and when vacancies arise and as part of the Directors’
ongoing succession plans. More information regarding the work of the
Nomination Committee can be found on page 53.
The Board has adopted a diversity policy, as set out on page 32, which
acknowledges the benefits of greater diversity and remains committed to
ensuring that the Companys Directors bring a wide range of skills,
knowledge, experience, backgrounds and perspectives to the Board. Whilst
the Board does not feel that it would be appropriate to set targets as all
appointments are made on merit, the following objectives for the
appointment of Directors have been established:
All Board appointments will be made on merit, in the context of the
skills, knowledge and experience that are needed for the Board to be
effective.
Long lists of potential non-executive Directors should include diverse
candidates of appropriate merit.
The Company is committed to ensuring that any board vacancies are filled
by the most qualified candidates.
The Principles of the AIC Code (continued)
48 Annual Report and audited Financial Statements • December 202248
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
K. The Board and its committees
should have a combination of
skills, experience and
knowledge. Consideration
should be given to the length
of service of the Board as a
whole and membership
regularly refreshed.
The Directors’ biographical details are set out on page 36 of this Report.
These demonstrate the wide range of skills and experience that they bring
to the Board. The Board carried out a skills audit during the year and will
continue to do so on an annual basis concurrently with the Board evaluation.
The Board has adopted a Tenure Policy for all Directors, including the
Chairman, which states that the Board believes that it is an advantage to
have the continuous contribution of Directors over a period of time during
which they are able to develop awareness and insight of the Company and
thereby be able to make a valuable contribution to the Board as a whole.
The Board believes that recommendations for re-election should be on an
individual basis following a rigorous review which assesses the contribution
made by the Director concerned, and takes into account the need for
regular refreshment and diversity. The Board believes that it is appropriate
for a Director to serve for up to nine years following their initial election, and
it is expected that Directors will stand down from the board by the
conclusion of the AGM following that period.
L. Annual evaluation of the Board
should consider its
composition, diversity and how
effectively members work
together to achieve objectives.
Individual evaluation should
demonstrate whether each
director continues to
contribute effectively.
The Board has agreed to evaluate its own performance and that of its
Committees, Chairman and Directors on an annual basis. For the year under
review this was carried out by way of a questionnaire and subsequent
individual discussions. The Chairman led the assessment, which covered
the functioning of the Board as a whole, the effectiveness of the Board
Committees and the independence and contribution made by each Director.
The Chairman discussed the responses with each Director individually.
The Chairman absented himself from the Board’s review of his
effectiveness as the Company Chairman, and this review was led by Richard
Boléat, the Senior Independent Director.
Following this review, the Board is satisfied that the structure, mix of skills
and operation of the Board is effective and relevant for the Company.
The individual performance of each Director standing for election has been
evaluated and it is recommended that shareholders vote in favour of their
election at the AGM. Directors are subject to annual re-election by
shareholders and accordingly, all Directors will submit themselves for
re-election by shareholders at the forthcoming Annual General Meeting.
More information regarding the proposed election of each Director can be
found on page 103.
The Principles of the AIC Code (continued)
49Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
AIC Code Principle Compliance statement
Audit, risk and internal control
M. The Board should establish
formal and transparent policies
and procedures to ensure the
independence and
effectiveness of external audit
functions and satisfy itself on
the integrity of financial and
narrative statements.
The Audit Committee has put in place a non-audit services policy, which
ensures that any work outside the scope of the standard audit work
requires prior approval by the Audit Committee. This enables the
Committee to ensure that the external auditors remain fully independent.
In addition, the Audit Committee carries out a review of the performance of
the external auditor on an annual basis. Feedback from other third parties,
including the Investment Manager, is included as part of this assessment to
ensure the Audit Committee takes into account the views of different
parties who have a close working relationship with the external auditor.
The Audit Committee considers the output from the FRC audit quality
reviews in relation to the external auditor to ensure that any matters of
concern are identified and discussed.
Further information regarding the work of the Audit Committee can be
found on pages 62 to 66.
Corporate governance statement
The Principles of the AIC Code (continued)
50 Annual Report and audited Financial Statements • December 202250
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
N. The Board should present a
fair, balanced and
understandable assessment of
the Companys position and
prospects.
The Audit Committee has considered the Annual Report and Accounts as a
whole and believes that the document presents a fair, balanced and
understandable assessment of the Company’s position and prospects. In
particular, the Committee has considered the language used in the
document to ensure technical terminology is avoided to the extent possible,
or where used it is suitably explained.
O. The Board should establish
procedures to manage risk,
oversee the internal control
framework, and determine the
nature and extent of the
principal risks the Company is
willing to take in order to
achieve its long-term strategic
objectives.
The Audit Committee reviews reports from the principal service providers
on compliance and the internal and financial control systems in operation
and relevant independent audit reports thereon.
The Audit Committee has carried out a review of the effectiveness of the
Companys systems of internal control as they have operated during the
year under review and up to the date of approval of the Annual Report.
Given the nature of the business, the Company is reliant on its service
providers and their internal controls. The Audit Committee reviews the
Investment Managers and Administrator’s compliance and control systems
in operation insofar as they relate to the affairs of the Company.
As set out in more detail in the Report of the Audit Committee on pages 62
to 66, the Company has in place a detailed system for assessing the
adequacy of those controls.
The Audit Committee’s internal control oversight focus is described in more
detail in the Report of the Audit Committee on pages 65 to 66.
The Principles of the AIC Code (continued)
51Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
Remuneration
P. Remuneration policies and
practices should be designed
to support strategy and
promote long-term sustainable
success.
As outlined in the Remuneration Report on pages 55 to 61, 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 Company’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.
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.
The Remuneration Policy is therefore designed to attract and retain high
quality Directors, whilst ensuring that Directors remain focused and
incentivised to promote the long-term sustainable success of the Company.
As at the date of this Report, all Directors own shares in the Company. All
shares were purchased in the open market and using the Directors’ own
resources.
Directors’ fees were initially set at the time of the Companys IPO. The
Remuneration Committee annually reviews the fees paid to the Directors
and compares these with the fees paid by the Company’s peer group and
the investment trust industry generally, taking into account the time
commitment and responsibility of each Board member.
More information regarding the work of the Remuneration Committee can
be found in the Remuneration Report on page 55.
Q. A formal and transparent
procedure for developing
policy remuneration should be
established. No director should
be involved in deciding their
own remuneration outcome.
The Remuneration Policy has been developed with reference to comparable
organisations and appointments. There is an agreed fee which all non-
executive Directors receive (irrespective of experience or tenure) and an
additional fee for the role of Audit Committee Chairman. There is also an
agreed fee for the role of Chairman. Any changes to the Chairman’s fee are
considered by the Remuneration Committee as a whole, with the exception
of the Chairman who excuses himself from this part of the meeting.
The Principles of the AIC Code (continued)
52 Annual Report and audited Financial Statements • December 202252
Strategic report Governance • Financial • Additional information
Corporate governance statement
AIC Code Principle Compliance statement
R. Directors should exercise
independent judgement and
discretion when authorising
remuneration outcomes, taking
account of company and
individual performance, and
wider circumstances.
Any decision with regard to remuneration is taken after considering the
performance of the Company and the current market conditions.
The Remuneration Committee has reviewed the prevailing Remuneration
Policy, as approved by shareholders at the 2020 AGM and no changes are
proposed to the Remuneration Policy, which is due to be put to
shareholders for approval at the 2023 AGM. If approved by shareholders,
the Remuneration Policy will apply from the 2023 AGM until the AGM in
2026. If any significant changes to the Remuneration Policy were to be
considered before then, the Remuneration Committee would consult with
shareholders and seek external advice before proposing any such changes.
For any changes to be effective the Remuneration Policy would be
proposed for approval at a General Meeting, if necessary outside of the
statutory requirement to seek shareholder consent to the Remuneration
Policy on a triennial basis.
Board Committees
The Board has agreed a schedule of matters specifically
reserved for decision by the full Board, subject to which
the Board has delegated specific duties to Committees
of the Board which operate within written terms of
reference. Link Company Matters Limited acts as
Company Secretary to each Committee. No persons
other than the Committee members are entitled to
attend Committee meetings unless formally invited by
the Committee. Copies of the terms of reference for
Board Committees are available from the Company
Secretary and on the Company’s website.
The Board has also adopted a procedure for Directors,
in the furtherance of their duties, to take independent
professional advice at the expense of the Company.
At its annual meeting in February 2023, the Nomination
Committee considered the roles of the Directors and
recommended to the Board that Barbara Powley should
become chair of the Management Engagement
Committee and Senior Independent Director and Jane
Routledge should chair the Remuneration Committee.
The Board accepted the recommendations and resolved
that these changes would become effective from
26 April 2023.
Audit Committee
The Audit Committee comprises Richard Boléat FCA as
Chairman, Barbara Powley, David Simpson and Jane
Routledge. The Audit Committee meets at least four
times a year. As David Simpson was independent on
appointment and provides significant input into Audit
Committee meetings, the Directors believe it is
appropriate for him to be a member of the Audit
Committee, despite his role as Chairman of the Board. In
particular, the Board considers that the Audit Committee
as a whole has competence relevant to the sector and
the Board is satisfied that at least one member of the
Audit Committee has recent and relevant financial
experience. The Board considers that the members of
the Audit Committee have the requisite skills and
experience to fulfil the responsibilities of the Audit
Committee. The Audit Committee examines the
effectiveness of the Company’s control systems. It
reviews the Half Year and Annual Reports and also
receives information from the Investment Manager. It
reviews the scope, results, cost effectiveness,
independence and objectivity of the external auditor.
The Audit Committee has set out a formal Report on
pages 62 to 66 of the Annual Report.
The Principles of the AIC Code (continued)
5353Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Corporate governance statement
Management Engagement
Committee
The Management Engagement Committee consists of
David Simpson, Richard Boléat, Jane Routledge and is
chaired by Barbara Powley. The Management
Engagement Committee meets at least once a year or
more often if required. Its principal duties are to consider
the terms of appointment of the Investment Manager
and other service providers and it will annually review
those appointments and the terms of engagement.
The Committee considers the quality, cost and
remuneration method of the service provided by the
Investment Manager against its contractual obligations
and the Board receives regular reports on compliance
with the Investment Restrictions it has set. It also
considers the performance analysis provided by the
Investment Manager.
The Management Engagement Committee also reviews
the arrangements with, and the services provided by,
the Custodian to ensure that the safeguarding of the
Company’s assets and security of the shareholders
investment is being maintained.
The Management Engagement Committee will review, at
least annually, the performance of all of the Company’s
third-party service providers, including the level and
structure of fees payable and the length of the notice
period, to ensure that they remain competitive and in the
best interests of Shareholders.
Nomination Committee
The Company’s Nomination Committee consists of
Richard Boléat, Barbara Powley and Jane Routledge and
is chaired by David Simpson. The Nomination Committee
meets at least once a year or more often if required. Its
principal duties will be to advise the Board on
succession planning bearing in mind the balance of
skills, knowledge and experience existing on the Board
and will make recommendations to the Board in this
regard. The Nomination Committee advises the Board
on its balance of relevant skills, experience, gender,
race, ages and length of service of the Directors serving
on the Board. All appointments to the Board will be
made in a formal and transparent matter.
The Nomination Committee met once during the year
ended 31 December 2022 to formally recommend to the
Board the re-election of all Directors at the 2022 AGM.
In addition, the Nomination Committee considered the
composition of the Board and agreed no new
appointments were necessary at this time. It was agreed
by the Committee that the Board would benefit from
receiving regular ‘teach-in’ sessions from the Investment
Manager, and in 2022 the Manager delivered information
sessions in leveraged loans, valuations and pricing.
New appointees to the Board will be provided with a full
induction programme. This programme will cover the
Companys investment strategy, policies and practices.
The Directors are also given key information on the
Companys regulatory and statutory requirements as
they arise, including information on the role of the Board,
matters reserved for its decision, the terms of reference
for the Board Committees, the Company’s corporate
governance practices and procedures and the latest
financial information.
Remuneration Committee
The Company’s Remuneration Committee consists of
David Simpson, Richard Boléat and Barbara Powley and
is chaired by Jane Routledge. The Remuneration
Committee meets at least once a year or more often if
required. The Remuneration Committee’s main functions
include: (i) agreeing the policy for the remuneration of
the Directors and reviewing any proposed changes to
the policy; (ii) reviewing and considering ad hoc
payments to the Directors in relation to duties
undertaken over and above normal business; and (iii)
appointing independent professional remuneration
advice.
The Remuneration Committee met once during the year
to consider whether the current level of non-executive
Director fees remained appropriate. The Committee
agreed that Director fees would increase in line with
54 Annual Report and audited Financial Statements • December 202254
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Corporate governance statement
Meeting attendance
The number of scheduled Board and Board Committee meetings held during the year ended 31 December 2022 and
the attendance of the individual Directors is shown below:
Board Audit Committee Nomination
Committee
Management
Engagement
Committee
Remuneration
Committee
David Simpson 6/6 6/6 1/1 1/1 1/1
Richard Boléat 6/6 6/6 1/1 1/1 1/1
Barbara Powley 6/6 6/6 1/1 1/1 1/1
Jane Routledge 6/6 6/6 1/1 1/1 1/1
The Board meets at least four times a year to review investment performance, financial reports and other reports of a
strategic nature. Board and Board Committee meetings are also held on an ad hoc basis to consider particular issues
as they arise. Key representatives of the Investment Manager attend each meeting and between these meetings there
is regular contact with the Chairman and other Directors where appropriate.
Link Company Matters Limited
Corporate Secretary
25 April 2023
inflation since the Company’s launch, with effect from
1 January 2022. Further details can be found in the
Directors’ Remuneration Report on page 55. Since the
year end, the Remuneration Committee has met to
consider the Remuneration Report which it
recommended to be put to the shareholders at the AGM.
In addition, the Committee agreed that Director fees
would increase in line with inflation, with effect from
1 January 2023. Further details can be found in the
Directors’ Remuneration Report on page 55.
The Remuneration Report is set out on pages 55 to 61 of
the Annual Report.
Remuneration Committee
(continued)
5555Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Directors’ remuneration report
The Board presents the Directors’ Remuneration Report
for the year ended 31 December 2022. This Report is
prepared in accordance with Schedule 8 of the Large
and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013.
Ordinary resolutions to approve this Report and the
Directors’ Remuneration Policy will be proposed at the
AGM of the Company to be held on 15 June 2023. The
law requires the Company’s auditor to audit certain
disclosures provided. Where disclosures have been
audited, they are indicated as such. The auditor’s opinion
is included in their report on pages 69 to 79.
Statement from the Chairman of
the Remuneration Committee
Directors’ remuneration is determined by the
Remuneration Committee, at its discretion within an
aggregate ceiling of £300,000 per annum, as set out in
the Companys Articles of Association.
The Remuneration Committee’s main functions include:
(i) agreeing the policy for the remuneration of the
Directors and reviewing and proposing changes to the
policy; (ii) reviewing and considering ad hoc payments to
the Directors in relation to duties undertaken over and
above normal business; and (iii) appointing independent
professional remuneration advisors. The Remuneration
Committee consists of myself, David Simpson, Richard
Boléat and Jane Routledge.
Each Director abstains from voting on his or her own
individual remuneration.
During the year ended 31 December 2022, the annual
fees were set out at the rate of £43,000 for the
Chairman, £37,500 for the Chairman of the Audit
Committee and £32,250 for a Director. The Board’s
remuneration is considered annually. Following a review,
it was agreed that effective from 1 January 2023, the
fees would be increased in line with inflation,
accordingly the fees of the Chairman would increase to
£47,000, the Chairman of the Audit Committee to
£41,000 and the other Directors to £35,500.
In accordance with the Companies Act 2006, the
Company is required to obtain shareholder approval of
its remuneration policy on a triennial basis. Ordinary
resolutions will be put to shareholders at the
forthcoming AGM to be held on 15 June 2023 to receive
and approve the Directors’ Remuneration Report and to
receive and approve the Directors’ Remuneration Policy.
If approved by Shareholders, the Directors
Remuneration Policy will be effective immediately upon
the passing of the resolution at the AGM. There are no
significant changes expected in the way the proposed
Remuneration Policy, if approved, will be implemented in
the next financial year.
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 Company’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. The
Board also considers the average rate of inflation during
the period since the last fee increase and reviews the
level of remuneration in comparison with other
investment trusts of a similar size and/or mandate, as
well as taking account of any data published by relevant
organisations to ensure that fees are in line with industry
practice. This comparison, together with consideration
of any alteration in non-executive Directors’
responsibilities, is used to review whether any change in
remuneration is necessary.
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 Companys 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.
56 Annual Report and audited Financial Statements • December 202256
Strategic report Governance • Financial • Additional information
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’ remuneration report
Remuneration policy (continued)
Directors’ remuneration components
The components of the remuneration package for the Company’s non-executive Directors, which comprise the
Directors’ Remuneration Policy, are set out below:
Remuneration type Description and approach to determination
Fixed fees Annual fees are set for each of the Directors, taking into account the wider
industry and individual skills, time commitment and experience.
When making recommendations for any changes in fees, the Committee will
also consider wider factors such as the average rate of inflation over the
period since the previous review, and the level and any change in complexity
of the Directors’ responsibilities (including additional time commitments as a
result of increased regulatory or corporate governance requirements).
These fees shall not exceed £300,000 per annum, divided between the
Directors as they may determine.
Directors do not participate in discussions relating to their own fee.
Additional fees If any Director, being willing and having been called upon to do so, shall
render or perform extra or special services of any kind, including services on
any Committee of the Board, or shall travel or reside abroad for any business
or purposes of the Company, he or she shall be entitled to receive such sum
as the Board may think fit for expenses, and also such remuneration as the
Board may think fit, either as a fixed sum or otherwise, and such
remuneration may, as the Board shall determine, be either in addition to or in
substitution for any other remuneration he or she may be entitled to receive.
Expenses The Directors shall be entitled to be paid all expenses properly incurred by
them in attending General Meetings or separate meetings of the holders of
any class of shares or meetings of the Board or Committees of the Board or
otherwise in or with a view to the performance of their duties.
Other Directors are not eligible for bonuses, share options or long-term incentive
schemes or other performance-related benefits. There are no pension
arrangements in place for the Directors of the Company.
5757Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Directors’ fee levels per annum (effective from 1 January 2023)
Component Role Fee level per annum Purpose of Remuneration
Annual fee Chairman £47,000 Commitment as Chairman
a
Annual fee Non-executive Director £35,500 Commitment as non-executive Director
Additional fee Chairman of the Audit
Committee
£5,500 For additional responsibilities and time
commitments
b
Additional fee All Directors n/a For extra or special services performed in
their role as a Director
c
Expenses All Directors n/a Reimbursement of expenses incurred in the
performance of duties as a Director
a
The Chairman of the Board is paid a higher fee than the other Directors to reflect the more onerous role.
b
The Chairman of the Audit Committee is paid a higher fee than the other Directors to reflect the more onerous role.
c
Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special services. No such fees have been paid
in the current year.
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.
Directors’ remuneration report
Remuneration policy (continued)
58 Annual Report and audited Financial Statements • December 202258
Strategic report Governance • Financial • Additional information
Directors’ remuneration report
Annual report on remuneration
The report below provides Shareholders with an understanding of how the Company has implemented the
Remuneration Policy.
Directors’ remuneration (audited)
The remuneration paid to the Directors for the years ended 31 December 2022 and 31 December 2021 is set out in the
single total figure table below:
Year ended 31 December 2022 Year ended 31 December 2021
Director Fees
£
Taxable
benefits
a
£
Total
£
Fees
£
Taxable
benefits
a
£
Total
£
David Simpson 43,000 43,000 41,000 18 41,018
Richard Boléat 37,500 5,355 42,855 35,750 2,729 38,479
Mark Hutchinson
b
n/a n/a n/a
Barbara Powley 32,250 2,910 35,160 30,750 2,145 32,895
Jane Routledge
c
32,250 32 32,282 5,716 5,716
145,000 8,297 153,297 113,216 4,892 118,108
All fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change takes place during a financial year. There were no
payments to third parties included in the fees referred to in the table above. There are no further fees to disclose as the Company has no employees, chief
executive or executive directors.
a
Reimbursement of expenses incurred in the performance of duties as a Director.
b
While a Director of the Company, Mark Hutchinson was employed by M&G as Chair of Private Assets and had agreed to waive his fee. He retired on
31 August 2021.
c
Jane Routledge was appointed on 25 October 2021.
5959Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Directors’ remuneration report
Company performance
The graph below compares the total return to holders of
Ordinary Shares since they were first admitted to
trading on the LSE, compared to a return of 3 Month
LIBOR +2.5% from inception to 31 December 2019, a
return of 3 Month LIBOR +4% from 1 January 2020 until
31 December 2021 and an annual return of SONIA +4%
from 1 January 2022. SONIA (which replaced LIBOR)
plus target rates have been chosen for comparison
purposes as these were the dividend targets for the
stated periods.
14 November 2018 = 100
pence
90
95
100
105
110
115
120
Nov
18
Jun
19
Dec
19
Jun
20
Dec
20
Jun
21
Dec
21
Jun
22
Dec
22
NAV total return
a
Benchmark
b
Share price total return
a
a
Alternative performance measure. Please see pages 110 to 111 for further
information.
b
3 Month LIBOR +2.5% from inception to 31 December 2019
, 3 Month LIBOR
+4% from 1 January 2020 to December 2021, thereafter SONIA +4%.
Source: M&G
Annual report on remuneration
(continued)
Relative importance of spend on pay
The table below shows the proportion of the Company’s
income spent on pay.
for the year ended
31 December
2022
£’000
2021
£’000
Change
£’000
Spent on Directors’ fees
a
153 118 35
Management fee and other
expenses
b
1,499 1,395 104
Dividend payments
b
6,645 6,066 579
Costs of repurchasing
Ordinary Shares
2,201 2,829 (628)
a
As the Company has no employees, the total spent on remuneration
comprises fees and taxable benefits paid to Directors.
b
The items listed in the table above are as required by the Large and
Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 ss.20 with the exception of the
management fee and other expenses, which have been included
because the Directors believe it will help shareholders’ understanding
of the relative importance of the amount spent on pay. The figures for
this measure are the same as those shown in notes 4 and 5 to the
Financial Statements.
Annual percentage change in Directors’
remuneration
The following table sets out the annual percentage
change in Directors’ fees for the years ending
31 December 2021, 31 December 2022 and 31 December
2023. Directors’ fees were unchanged in the period
from inception to 31 December 2020.
Director % from
2022 to
2023
% from
2021 to
2022
% from
2020 to
2021
David Simpson (Chairman) 9.3 4.9 2.5
Richard Boléat (Audit
Committee Chairman)
9.3 4.9 2.1
Barbara Powley 10.0 4.9 2.5
Jane Routledge
a
10.0 4.9
Mark Hutchinson
b
n/a
a
Jane Routledge was appointed as a Director on 25 October 2021; the
percentage shown is the increase on a full-year basis.
b
While a Director of the Company, Mark Hutchinson was employed by
M&G as Chair of Private Assets and had agreed to waive his fee. He
retired on 31 August 2021.
60 Annual Report and audited Financial Statements • December 202260
Strategic report Governance • Financial • Additional information
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 December 2021 and
31 December 2022 are shown in the table below.
Number of
shares
31 December
2022
Number of
shares
31 December
2021
David Simpson 25,000 25,000
Richard Boléat 30,000 20,000
Barbara Powley
a
17,494 16,673
Jane Routledge 19,696
a
Barbara Powley purchased an additional 436 shares on 13 March 2023.
The information in the above table has been audited.
All of the holdings of the Directors are beneficial.
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.
Remuneration advisors
The Company has not sought the advice or service of
any outside person in respect of consideration of
Directors’ remuneration.
Consideration of shareholders’ views
An ordinary resolution to approve the Remuneration
Report is put to shareholders at each Annual General
Meeting. An ordinary resolution to approve the
Remuneration Policy is put to shareholders on a triennial
basis and shareholders also have the opportunity to
comment on and raise any questions in respect of the
remuneration policy at each AGM meeting. To date, no
shareholders have expressed an opinion on the
remuneration policy. Should there be a substantial vote
against any resolution proposed at the Annual General
Meeting, the reasons for the vote would be sought and
action taken. In the event that the vote was against
resolutions in relation to the Directors’ remuneration,
further details would be provided in future Directors
Remuneration Reports.
Shareholder voting
The Directors’ Remuneration Report for the year ended
31 December 2022 and the Directors’ Remuneration
Policy were approved by shareholders at the Annual
General Meetings held on 8 June 2022 and 25 June
2020 respectively. The votes cast were as follows:
Directors’
remuneration report
Directors’
remuneration policy
Number
of votes
% of
votes cast
Number
of votes
% of
votes cast
For 68,000,357 99.96 51,299,823 100.00
Against 26,266 0.04
Total
votes cast
68,026,623 100.00 51,299,823 100.00
Number of
votes
withheld
11,770
Annual report on remuneration
(continued)
Directors’ remuneration report
6161Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Approval
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013, I confirm that the above Report on
Remuneration Implementation summarises, as
applicable, for the year to 31 December 2022:
The major decisions on Directors’ remuneration.
Any substantial changes relating to Directors’
remuneration made during the year.
The context in which the changes, if any, occurred
and decisions have been taken.
The Directors’ Remuneration Report was approved by
the Board and signed on its behalf by:
Barbara Powley
Chairman of the Remuneration Committee
25 April 2023
Directors’ remuneration report
Annual report on remuneration
(continued)
62 Annual Report and audited Financial Statements • December 202262
Strategic report Governance • Financial • Additional information
Report of the Audit Committee
I am pleased to present the Report of the Audit
Committee for the year ended 31 December 2022.
Role of the Audit Committee
The primary responsibilities of the Audit Committee are:
to monitor the integrity and contents of the
Company’s Half Year reports, Annual reports and
audited Financial Statements and accounting
policies, and to review compliance with regulatory
and financial reporting requirements;
to advise the Board, where requested, on whether
the Annual Report and audited Financial
Statements, taken as a whole, are fair, balanced
and understandable and provide the information
necessary for shareholders to assess the
Company’s position and performance, business
model and strategy;
to review the principal risks facing the Company
that would threaten its business model, future
performance, solvency or liquidity, and to review
the effectiveness of the Company’s internal
controls and risk management systems;
to assess the prospects of the Company for the
next 12 months and to consider its longer term
viability;
to review the Company’s internal financial controls
and review the adequacy and effectiveness of the
Companys risk management systems;
to consider annually whether there is a need for the
Company to have its own internal audit function;
to oversee the selection process of possible new
appointees as external auditor;
to make recommendations to the Board in relation
to the appointment, re-appointment and removal of
the Auditor, including the approval of its
remuneration and terms of engagement;
to review the adequacy and scope of the external
audit;
to consider the independence, objectivity and
effectiveness of the Auditor and the effectiveness
of the audit; and
to approve any non-audit services to be provided
by the Auditor and the fees paid for such services.
Composition of the Audit
Committee and resources
All of the independent non-executive Directors of the
Company are members of the Audit Committee. I am a
Fellow of the Institute of Chartered Accountants in
England and Wales, and have more than 30 years’
financial sector and accounting experience and
therefore consider myself to have recent and relevant
financial and investment experience sufficient to chair
the Audit Committee. I consider that the Audit
Committee as a whole has competence relevant to the
investment trust sector. Details of the Committee
Members’ experience are given in the biographical
information on page 36.
As the Company has no employees, there is no
dedicated resource available to the Audit Committee.
However, representatives from the Investment Manager
are invited to attend and present on issues as required.
The Audit Committee also has direct access to Deloitte
LLP, who act as Auditor to the Company.
The Independent Auditor attends Audit Committee
meetings as required. The Audit Committee reviews,
with the Independent Auditor, the plan and scope of the
audit prior to its start, and the results after it is
concluded. At least annually, the Audit Committee
discusses any relevant matters with the Auditor privately
without the presence of the Investment Manager.
The Audit Committee is authorised to use whatever
resources are required to fulfil its duties including
seeking independent legal or other professional advice.
6363Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Report of the Audit Committee
Terms of reference
The Committee operates within defined terms of
reference which are available on the Companys website.
Matters considered during the
year
During the year under review, the Audit Committee has
ensured the effective assessment of the Company’s
evolving risk environment. Rigorous evaluation and close
oversight of the Company’s risk matrix has been
undertaken together with the Company’s internal control
systems. The monitoring of credit risk in particular has
been enhanced by detailed reviews of the assets which
the Investment Manager considers to have the most
credit risk attached. The Committee regularly ensures
that those internal control systems established at IPO
are maintained and updated as necessary and receives
confirmations from third party providers in this regard. In
addition, the Committee has closely assessed the
Company’s ability to meet its financial obligations over
the next 12 months and the ongoing viability of the
Company. In particular, the Committee has given close
consideration to the forward-looking elements of the
Company’s statements, noting the changes on the
horizon and being clear on the assumptions made in
regard to those.
In relation to the Company’s financial statements which
appear within the latter part of this Report, the key area
of focus has been on the valuation of those financial
instruments where there is no ready market, which
comprise a material part of the Company’s portfolio of
securities. The Committee regards as a key duty the
obtaining of ongoing comfort that the process behind
the valuation of such instruments is robust, consistent,
reliable and able to withstand external scrutiny. This is
particularly critical given the regular publication of the
Companys net asset value, which incorporates the
output from these processes. The Committee, after due
and detailed enquiry, is satisfied that these processes
are fit for purpose.
Following the audit for the year ended 31 December
2021, an in depth review of the effectiveness of the audit
process carried out by Deloitte LLP, including an
assessment of the quality of the audit, the handling of
the key judgments by the auditor, and the auditors
response to questions from the Committee was carried
out, the results of which are detailed on page 64 of this
report. In order to assess the year-end processes of the
Company, the views and findings of all third party
service providers involved in the processes were
discussed, considered and later presented to the
Committee.
During the year, the Committee agreed to review the
audit services provided by Deloitte LLP and following
consultation with the auditor, agreed to re-tender
the audit services in respect of the year ending
31 December 2023, as detailed further on page 64.
Following a comprehensive tender process, organised
by the Managers Financial Reporting team in
conjunction with the Committee Chair, the Committee
has recommended to the Board the appointment of BDO
LLP as auditor with effect from the conclusion of the
2023 AGM.
Significant issues
The significant issues considered by the Committee in
relation to the Annual Report and audited Financial
Statements were:
1. Whether the analysis of principal risks faced by the
Company as set out in the Strategic Report
adequately captures and explains all key risks in a
manner which enables Shareholders to properly
understand the risks faced by the Company;
2. The determination of fair value in respect of the
Company’s assets classified as levels 2 and 3 under
the FRS102 fair value hierarchy;
3. The determination of the correct level of individual
assets within the FRS102 fair value hierarchy; and
64 Annual Report and audited Financial Statements • December 202264
Strategic report Governance • Financial • Additional information
Report of the Audit Committee
4. A critical review and appraisal of the form and
content of the Full Year Report to seek to ensure
that it is fair, balanced and understandable.
Audit fees and non-audit services
An audit fee of £85,000 exclusive of VAT has been
agreed in respect of the audit for the year ended
31 December 2022 (2021: £52,000 exclusive of VAT).
In accordance with the Company’s Non-Audit Services
Policy, as updated and adopted by the Company on
26 October 2020, 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. Pursuant
to the introduction of the Revised Ethical Standard 2019,
the policy includes a ‘whitelist’ 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.
Non-audit services are capped at 70.0% of the average
of the statutory audit for the preceding three years.
During the year ended 31 December 2022, the Auditor
provided no non-audit services (2021: £10,500, exclusive
of VAT, in respect of a review of the Half Year Report for
the period to 30 June 2021).
Further information on the fees paid to the Auditor is set
out in note 5 to the Financial Statements on page 89.
Effectiveness of the external audit
The Audit Committee monitors and reviews the
effectiveness of the external audit carried out by the
Auditor, the audit results report, and makes
recommendations to the Board on the appointment,
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.
Independence and objectivity of
the Auditor
The Committee has considered the independence and
objectivity of the Auditor and has conducted a review of
non-audit services which the Auditor has provided
during the year under review. The Committee receives an
annual assurance from the Auditor that its independence
is not compromised by the provision of such non-audit
services.
The Committee is satisfied that the Auditors objectivity
and independence is not impaired and that the Auditor
has fulfilled its obligations to the Company and its
shareholders.
Appointment of the Auditor
Deloitte LLP has been the Auditor to the Company since
launch in 2018. During the year, the Committee
considered the continuing appointment of the Auditor,
and agreed with Deloitte LLP to complete the audit for
the year ended 31 December 2022, however, to issue
request for proposals (‘RFP’) to a selection of audit firms
in respect of the year ending 31 December 2023. The
Committee issued the RFP to 6 audit firms and received
proposals from 3. Representatives of these firms were
invited to present their proposals to the Committee
during March 2023.
Following consideration of the proposals and
presentations provided by the firms, the Committee has
recommended to the Board the appointment of BDO
LLP as Auditor to the Company.
In accordance with the requirements relating to the
appointment of auditors, the Company would next need
6565Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Report of the Audit Committee
to conduct an audit tender following a ten year tenure
and, the audit partner will be subject to change at least
every five years.
Internal controls and risk
management
The Board, through the Audit Committee, is responsible
for ensuring that suitable internal control systems to
prevent and detect fraud and error are designed and
implemented by the third-party service providers to the
Company and is also responsible for reviewing the
effectiveness of such controls.
The Board confirms that there is an ongoing process for
identifying, evaluating and managing the principal and
emerging risks faced by the Company in line with the
FRCs Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting published
in September 2014 and the FRC’s Guidance on Audit
Committees published in April 2016. This process has
been in place for the year under review and up to the
date of approval of this report, and accords with the
guidance.
In particular, it has reviewed and updated the process
for identifying and evaluating the significant risks
affecting the Company and policies by which these risks
are managed. The risks of any failure of such controls
are identified in a risk matrix and a schedule of key risks,
which are regularly reviewed by the Board and which
identify the likelihood and severity of the impact of such
risks and the controls in place to minimise the probability
of such risks occurring.
Where reliance is placed on third parties to manage
identified risks, those risks are matched to appropriate
controls reported in the relevant third-party service
providers annual report on controls. The principal risks
identified by the Board are set out in the Strategic
Report on pages 17 to 22.
The following are the key components which the
Company has in place to provide effective internal
control:
The Board has agreed clearly defined investment
criteria, which specify levels of authority and
exposure limits. Reports on compliance with these
criteria are regularly reviewed by the Board.
The Board has a procedure to ensure that the
Company can continue to be approved as an
investment company by complying with Sections
1158/1159 of the Corporation Tax Act 2010.
The Investment Manager and Administrator
prepare forecasts and management accounts
which allow the Board to assess the Company’s
activities and to review its performance.
The contractual agreements with the Investment
Manager and other third-party service providers,
and adherence to them, are regularly reviewed.
The services and controls at the Investment
Manager and at other third-party service providers
are reviewed at least annually.
The Audit Committee receives and reviews
assurance reports on the controls of all third-party
service providers, including the Administrator.
Internal control systems are designed to meet the
Companys particular needs and the risks to which it is
exposed. They do not eliminate the risk of failure to
achieve business objectives and, by their nature, can
only provide reasonable and not absolute assurance
against misstatement or loss.
As the Company has no employees, it does not have a
whistleblowing policy and procedure in place. The
Company delegates its main functions to third-party
service providers, each of whom report on their policies
and procedures to the Audit Committee.
Internal audit function
The Audit Committee believes that the Company does
not require an internal audit function, principally
66 Annual Report and audited Financial Statements • December 202266
Strategic report Governance • Financial • Additional information
because the Company delegates its day-to-day
operations to third parties, which are monitored by the
Committee, and which provide control reports on their
operations at least annually.
My thanks go to all the individuals who have generously
committed their time up to the publication of this report
in contributing to the successful completion of the
Committee’s work program to date. I would very much
welcome feedback from Shareholders on the form and
content of this Annual Report and audited Financial
Statements.
Richard Boléat
Chairman of the Audit Committee
25 April 2023
Report of the Audit Committee
6767Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Management report and Directors
responsibilities statement
Management report
Listed companies are required by the FCA’s Disclosure
Guidance and Transparency Rules (the ‘Rules’) to include
a management report in their Financial Statements. This
information is included in the Strategic Report on pages
2 to 35 inclusive (together with the sections of the
Annual Report and audited Financial Statements
incorporated by reference) and the Directors’ Report on
pages 37 to 41. Therefore, a separate management
report has not been included.
Statement of Directors
responsibilities in respect of the
Annual Report and audited
Financial Statements
The Directors are responsible for preparing the Annual
Report and audited Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they
have elected to prepare the financial statements in
accordance with UK Accounting Standards, including
FRS 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland.
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 these financial statements, the
Directors are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are
reasonable and prudent;
state whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern; and
use 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.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Companys transactions and disclose with
reasonable accuracy at any time the financial position of
the Company and enable them to ensure that its
financial statements comply with the Companies Act
2006. They are responsible for such internal control as
they determine is necessary to enable the preparation of
financial statements that are free from material
misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Company and to prevent and detect 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 complies with
that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
68 Annual Report and audited Financial Statements • December 202268
Strategic report Governance • Financial • Additional information
Responsibility statement of the
Directors in respect of the annual
financial report
The Directors listed on page 109 confirm that to the best
of their knowledge
the Financial Statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit of the Company taken
as a whole; and
the Strategic Report/Directors’ Report include a fair
review of the development and performance of the
business and the position of the issuer, together
with a description of the principal risks that they
face.
The 2018 UK Corporate Governance Code also requires
Directors to ensure that the Annual Report and audited
Financial Statements are fair, balanced and
understandable. In order to reach a conclusion on this
matter, the Board has requested that the Audit
Committee advise on whether it considers that the
Annual Report and audited Financial Statements fulfil
these requirements. The process by which the Audit
Committee has reached these conclusions is set out in
the Report of the Audit Committee on pages 62 to 66.
As a result, the Board has concluded that the Annual
Report and audited Financial Statements for the year
ended 31 December 2022, taken as a whole, are fair,
balanced and understandable and provide the
information necessary for shareholders to assess the
Companys position, performance, business model and
strategy.
On behalf of the Board
David Simpson
Chairman
25 April 2023
Management report and Directors
responsibilities statement
69Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Independent auditor’s report to M&G Credit Income Investment Trust
PLC (the ‘Company’)
Report on the audit of the financial statements
1 Opinion
In our opinion the financial statements of M&G Credit Income Investment Trust plc (the ‘Company’):
give a true and fair view of the state of the company’s affairs as at 31 December 2022 and of its loss for the year
then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,
including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic
of Ireland’ and the Statement of Recommended Practice issued by the Association of Investment Companies in
July 2022 ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, which comprise:
the income statement;
the statement of financial position;
the statement of changes in equity;
the cash flow statement; and
the related notes 1 to 16.
The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom
Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the
UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice) and the Statement of
Recommended Practice issued by the Association of Investment Companies (‘SORP’) in July 2022 ‘Financial
Statements of Investment Trust Companies and Venture Capital Trusts.
2 Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard
to the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent auditors report
707070 Annual Report and audited Financial Statements • December 202270
Strategic report • Governance • Financial Additional information
Independent auditors report
3 Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
Valuation and ownership of investments
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used in the current year was £1.35 million which was determined on
the basis of 1% of net assets.
Scoping Audit work to respond to the risks of material misstatement was performed directly by the
audit engagement team.
4 Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of
accounting included:
Evaluating the liquidity and the ability of the Investment Manager to trade in the investment portfolio in order to
cover operational expenditure as it falls due;
Analysing the current and forecast performance of company, by assessing management’s assumptions against
the budget prepared for the next 12 months after the annual report issue date; and
Assessing the appropriateness of the going concern disclosures included within the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Report on the audit of the Financial Statements (continued)
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Strategic report Governance • Financial • Additional information
Independent auditors report
5 Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
5.1 Valuation and ownership of investments
Key audit matter description The investments held by the company, £137.6 million (2021: £139.5 million) are
key to its performance and account for the majority of the total net assets, ie,
100% at 31 December 2022 (2021: 96.3%).
There is a risk that the investments disclosed in the financial statements may
not represent the asset of the company and/or may not be valued
appropriately.
The activities of the Company’s operations are outsourced to the
administrator, State Street. Investments are key drivers to the net asset value
of the company and materially manipulating the valuation of the companys
investments via applying the incorrect share price, units or shares owned
would directly affect the net asset value of the company. Investment
management fees are directly linked to performance of the net asset value. It
follows that there is an incentive for the investment manager to manipulate
the net asset value as, this improves the company’s performance, thereby
benefiting from the higher income.
The quoted investments (£68 million) are valued using independent pricing
sources and there is little judgement involved. The unquoted investments
(£69 million), which are classified as Level 3 within the fair value hierarchy are
not traded in an active market and there is no pricing information available
from markets, therefore, the investments are valued using alternative
methods such as discounted cash flow valuations and by reference to broker
quotes, wherein judgements and assumptions (including spread and credit
rating) are used in computations.
Refer to note 1b to the financial statements for the accounting policy on
investments; details of the investments are disclosed in note 9 to the financial
statements.
Report on the audit of the Financial Statements (continued)
727272 Annual Report and audited Financial Statements • December 202272
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How the scope of our audit
responded to the key audit matter
For ownership of the investments
We have performed the following procedures to test the ownership of the
investment portfolio at 31 December 2022:
Obtained an understanding and tested relevant controls at the
administrator, State Street;
Agreed 100% of the portfolio of investments to confirmations received
directly from the State Street depositary team; and
Tested the recording of a sample of purchases and sales of investments
by tracing the cash movements to bank statements.
We have performed the following procedures to test the valuation of the
investment portfolio at 31 December 2022:
For valuation of quoted investments
Obtained an understanding and tested relevant controls at the
administrator, State Street;
Agreed the valuation of 100% of investments to the closing bid prices
published by an independent pricing source, including Bloomberg and
Thomson Reuters.
For valuation of unquoted investments
Obtained an understanding and tested relevant controls at the
Investment Manager and reviewed by the Directors;
Obtained the company’s discounted cash flow workings and performed
a walkthrough to understand the methodology applied;
Reviewed the original term sheets setting out the terms of the
agreement with the counterparty;
With the involvement of our financial instrument specialists recalculated
a sample of discounted cash flow valuations and assessed the inputs
and assumptions applied with the above term sheets;
Assessed the implications of model assumptions on the levelling of each
investment for the fair value hierarchy;
For those investments priced with reference to broker quotes, obtained
independent evidence such as broker report; and
Evaluation of the disclosures made in the financial statements.
Key observations Based on the work performed we concluded that the valuation and
ownership of investments and their related disclosures were appropriate.
Independent auditors report
Report on the audit of the Financial Statements (continued)
7373Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
6 Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both
in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality £1.35 million (2021: £1.44 million)
Basis for determining materiality 1% of net assets (2021: 1% of net assets)
Rationale for the benchmark
applied
Net assets was chosen as a benchmark as it is the main focus for investors and
is a key driver of shareholder value.
Source: Deloitte
Net assets £135.11m
Materiality £1.35m
Audit Committee
reporting threshold
£0.07m
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Performance materiality was set at 70% of materiality for the 2022 audit (2021: 70%). In determining performance
materiality, we considered factors including:
our risk assessment, including our assessment of the companys overall control environment; and
our experience from previous audits, which has indicated a low number of corrected and uncorrected
misstatements identified in prior periods.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.07
million (2021: £0.07 million), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing
the overall presentation of the financial statements.
Independent auditors report
Report on the audit of the Financial Statements (continued)
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7 An overview of the scope of our audit
7.1 Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control and
assessing the risks of material misstatement through quantitative and qualitative factors relating to each account
balance, class of transactions and disclosure. Audit work to respond to the risks of material misstatement was
performed directly by the audit engagement team.
7.2 Our consideration of the control environment
As part of our risk assessment, we assessed the control environment in place at the administrator to the extent
relevant to our audit. As part of this we relied upon the controls report of the administrator and adopted a controls
reliance approach with respect to investments (valuation and ownership).
7.3 Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Company’s business and its
financial statements. The Company continues to assess the potential impacts of environmental, social and governance
(‘ESG’) related risks, including climate change, as outlined on page 32.
As a part of our audit, we held discussions to understand the process of identifying climate-related risks, the
determination of mitigating actions and the impact on the Company’s financial statements. We performed our own
qualitative risk assessment of the potential impact of climate change on the Companys financial statements.
We have read the disclosures in relation to climate change made in the other information within the annual report to
consider whether the disclosures are materially consistent with the financial statements and our knowledge obtained
from our audit.
8 Other information
The other information comprises the information included in the annual
report, other than the financial statements and our auditors report thereon.
The Directors are responsible for the other information contained within the
Annual Report.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this
regard.
Independent auditors report
Report on the audit of the Financial Statements (continued)
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9 Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as
a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
10 Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11 Extent to which the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including the design of the
Companys remuneration policies, key drivers for remuneration, bonus levels and performance targets;
results of our enquiries of the Directors about their own identification and assessment of the risks of
irregularities, including those that are specific to the company’s sector;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and
procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
Independent auditors report
Report on the audit of the Financial Statements (continued)
76 Annual Report and audited Financial Statements • December 202276
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detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team and relevant internal specialists including valuation
specialists regarding how and where fraud might occur in the financial statements and any potential indicators of
fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the following area: the valuation and ownership of quoted
investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on
provisions of those laws and regulations that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we considered in this context included the UK
Companies Act, Listing Rules and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material
penalty. This included the requirements of the United Kingdom’s Financial Conduct Authority (FCA).
11.2 Audit response to risks identified
As a result of performing the above, we identified valuation and ownership of investments as a key audit matter related
to potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also
describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management and the audit committee concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
reading minutes of meetings of those charged with governance and reviewing correspondence from HMRC; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Independent auditors report
Report on the audit of the Financial Statements (continued)
77Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Report on other legal and regulatory requirements
12 Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report.
13 Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
the Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 23 to 24;
the Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 23 to 24;
the Directors’ statement on fair, balanced and understandable set out on pages 36 to 41;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 17;
the section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 65; and
the section describing the work of the Audit Committee set out on page 62.
Independent auditors report
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Independent auditors report
14 Matters on which we are required to report by exception
14.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
we have not received all the information and explanations we require for
our audit; or
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 are not in agreement with the accounting
records and returns.
We have nothing to report in
respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our
opinion certain disclosures of Directors’ remuneration have not been made or
the part of the Directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in
respect of these matters.
15 Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 18
September 2018 to audit the financial statements for year ending 31 December 2019 and subsequent financial
periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is
four years, covering the years ending 31 December 2019 to 31 December 2022.
15.2 Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in
accordance with ISAs (UK).
Report on other legal and regulatory requirements (continued)
79Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the companys 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.
Chris Hunter CA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Edinburgh
United Kingdom
25 April 2023
Independent auditors report
Report on other legal and regulatory requirements (continued)
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Income statement
Year ended 31 December 2022 Year ended 31 December 2021
Note Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net losses on investments 9 (8,044) (8,044) (545) (545)
Net (losses)/gains on derivatives 9 (289) (289) 2,837 2,837
Net currency gains/(losses) 294 (207) 87 (51) (145) (196)
Income 3 7,530 7,530 5,565 5,565
Investment management fee 4 (964) (964) (965) (965)
Other expenses 5 (688) (688) (548) (548)
Net return on ordinary activities before
finance costs and taxation
6,172 (8,540) (2,368) 4,001 2,147 6,148
Finance costs 6 (205) (205) (122) (122)
Net return on ordinary activities before
taxation
5,967 (8,540) (2,573) 3,879 2,147 6,026
Taxation on ordinary activities 8
Net return attributable to Ordinary
Shareholders after taxation
5,967 (8,540) (2,573) 3,879 2,147 6,026
Net return per Ordinary Share
(basic and diluted)
2 4.21p (6.03)p (1.82)p 2.70p 1.49p 4.19p
The total column of this statement represents the Company’s statutory profit and loss account. The ‘Revenue’ and
‘Capital’ columns represent supplementary information provided under guidance issued by the Association of
Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
The Company has no other comprehensive income and therefore the net return on ordinary activities after taxation is
also the total comprehensive income for the year.
The notes on pages 84 to 102 form an integral part of these Financial Statements.
Financial statements
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Strategic report Governance • Financial • Additional information
Financial statements
Statement of financial position
As at 31 December 2022 As at 31 December 2021
Note £’000 £’000 £’000 £’000
Non-current assets
Investments at fair value through profit or loss 9 137,584 139,501
Current assets
Derivative financial assets held at fair value through profit or
loss
9 859 631
Receivables 10 2,100 1,241
Cash and cash equivalents 10 3,672 3,473
6,631 5,345
Current liabilities
Payables 10 (9,106) (1,087)
(9,106) (1,087)
Net current (liabilities)/assets (2,475) 4,258
Net assets 135,109 143,759
Capital and reserves
Called up share capital 11 1,447 1,447
Share premium 42,257 42,217
Special distributable reserve 96,198 95,670
Capital reserve 11 (6,696) 3,473
Revenue reserve 1,903 952
Total shareholders’ funds 135,109 143,759
Net Asset Value per Ordinary Share (basic and diluted) 2 94.99p 101.44p
The notes on pages 84 to 102 form an integral part of these Financial Statements.
Approved and authorised for issue by the Board of Directors on 25 April 2023 and signed on its behalf by:
David Simpson
Chairman
Company registration number: 11469317
25 April 2023
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Financial statements
Statement of changes in equity
Year ended 31 December 2022 Note Called up
Ordinary
Share
capital
Share
premium
Special
distributable
reserve
a
Capital
reserve
a
Revenue
reserve
a
Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 December 2021 1,447 42,217 95,670 3,473 952 143,759
Ordinary Shares issued from treasury 40 2,729 2,769
Purchase of Ordinary Shares to be held in treasury (2,201) (2,201)
Net return attributable to shareholders (8,540) 5,967 (2,573)
Dividends paid 7 (1,629) (5,016) (6,645)
Balance at 31 December 2022 1,447 42,257 96,198 (6,696) 1,903 135,109
Year ended 31 December 2021 Note Called up
Ordinary
Share
capital
Share
premium
Special
distributable
reserve
a
Capital
reserve
a
Revenue
reserve
a
Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 December 2020 1,447 42,217 98,499 3,349 1,116 146,628
Purchase of Ordinary Shares to be held in treasury (2,829) (2,829)
Net return attributable to shareholders 2,147 3,879 6,026
Dividends paid 7 (2,023) (4,043) (6,066)
Balance at 31 December 2021 1,447 42,217 95,670 3,473 952 143,759
a
These reserves form the distributable reserves of the Company and may be used to fund distributions to investors via dividend payments.
The notes on pages 84 to 102 form an integral part of these Financial Statements.
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Strategic report Governance • Financial • Additional information
Financial statements
Cash flow statement
Note Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Cash flows from operating activities
Net (loss)/profit before finance costs and taxation (2,368) 6,148
Adjustments for:
Net losses on investments 9 8,044 545
Net losses/(gains) on derivatives 9 289 (2,837)
(Increase)/decrease in receivables (859) 104
Increase in payables 1,019 130
Purchases of investments
a
9 (54,740) (42,088)
Sales of investments
a
9 48,096 43,210
Net cash (outflow)/inflow from operating activities (519) 5,212
Financing activities
Finance costs 6 (205) (122)
Ordinary Shares issued from treasury 2,769
Proceeds from loan facility 8,000
Repayment of loan facility (1,000)
Purchase of Ordinary Shares to be held in treasury (2,201) (2,829)
Dividends paid 7 (6,645) (6,066)
Net cash inflow/(outflow) from financing activities 718 (9,017)
Increase/(decrease) in cash and cash equivalents 10 199 (3,805)
Cash and cash equivalents at the start of the year 3,473 7,278
Increase/(decrease) in cash and cash equivalents as above 199 (3,805)
Cash and cash equivalents at the end of the year 10 3,672 3,473
a
Receipts from the sale of, and payments to acquire investment securities have been classified as components of cash flows from operating activities
because they form part of the Company’s dealing operations.
Reconciliation of net debt
As at
31 December 2021
Net cash flows As at
31 December 2022
£’000 £’000 £’000
Cash and cash equivalents
Cash and cash equivalents 3,473 199 3,672
Borrowings
Borrowings due within one year (7,000) (7,000)
3,473 (6,801) (3,328)
The notes on pages 84 to 102 form an integral part of these Financial Statements.
84 Annual Report and audited Financial Statements • December 202284
Strategic report • Governance • Financial Additional information
Financial statements
Notes to the Financial Statements
1 Significant accounting policies
The Company is a public limited company incorporated in the United Kingdom and registered in England and Wales,
with the registered office of 6th Floor, 65 Gresham Street, London, EC2V 7NQ.
The significant accounting policies, as set out below, have all been applied consistently throughout the year and the
preceding year.
a) Basis of accounting
The Financial Statements have been prepared on a going concern basis under the historical cost convention,
modified to include certain items at fair value, and in accordance with United Kingdom Accounting Standards,
including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United
Kingdom Generally Accepted Accounting Practice) and the Statement of Recommended Practice issued by the
Association of Investment Companies (‘SORP’) in July 2022 ‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’.
The Directors believe that the Company has adequate resources to continue in operational existence for the
foreseeable future and for at least the next 12 months from the date of approval of these financial statements.
The Directors have reviewed the liquidity of the investment portfolio, financial projections, the level of income and
expenses, and key service providers’ operational resilience in making their assessment. Further information is
given in the Viability Statement (unaudited) on page 23 and the Going Concern Statement on pages 23 and 24.
The functional and presentational currency of the Company is pound sterling because that is the currency of the
primary economic environment in which the Company operates.
All values are recorded to nearest thousands, unless otherwise stated.
b) Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument.
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
Financial assets and liabilities
Financial assets and liabilities are classified as at fair value through profit or loss (FVTPL) and are initially
measured at fair value (which is normally the transaction price excluding transaction costs), unless the
arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the
financial asset or financial liability is measured at the present value of the future payments discounted at a market
rate of interest for a similar Debt Instrument.
Changes in the fair value of financial instruments held at FVTPL and gains and losses on disposal are recognised
as capital.
Financial assets and liabilities are offset in the statement of financial position only when there exists a legally
enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
With the exception of some hedging instruments, other Debt Instruments not meeting conditions of being ‘basic’
financial instruments are measured at FVTPL.
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Commitments to make and receive loans that meet the conditions mentioned above are measured at cost (which
may be nil) less any impairment. They are recorded and disclosed at the date of the legal commitment and
recognised upon funding.
Financial assets are derecognised only when (a) the contractual rights to the cash flows from the financial asset
expire or are settled, (b) the Company transfers to another party substantially all of the risks and rewards of
ownership of the financial asset, or (c) the Company, despite having retained some, but not all, significant risks
and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or
expires.
Derivative financial instruments
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the
Income Statement. Derivative returns are recognised as revenue or capital depending on their nature.
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices
are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as
there has not been a significant change in economic circumstances or a significant lapse of time since the
transaction took place. If the market is not active and recent transactions of an identical asset on their own are
not a good estimate of fair value, the fair value is estimated by using a valuation technique.
c) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet
date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described
below.
Non-financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after
initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an
asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss previously recognised for assets other than goodwill, the
prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired
asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the
carrying value had no impairment been recognised.
d) Tax
Current tax is accounted for at the appropriate rate of corporation tax. The tax accounting treatment follows the
principal amounts involved.
Deferred tax is recognised in respect of all timing differences between the treatment of certain items for tax and
accounting purposes that have originated but not reversed at the balance sheet date.
Due to the Companys status as an investment trust company and the intention to continue meeting the
conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on
any capital gains and losses arising on the revaluation or disposal of investments.
Financial statements
Notes to the Financial Statements (continued)
86 Annual Report and audited Financial Statements • December 202286
Strategic report • Governance • Financial Additional information
e) Income and expenses
Interest from Debt Instruments is recognised as revenue by reference to the coupon payable adjusted to spread
any premium or discount on purchase over its remaining life. Other interest income is recognised as revenue on an
accruals basis. Income from investment funds is recognised in revenue when the right to receive it is established.
Expenses not incidental to the purchase or sale of investments are recognised on an accruals basis and charged to
revenue. Rebate of management fees incurred by investment funds managed by M&G Alternatives Investment
Management Limited are recognised on an accrual basis as revenue or capital in accordance with the underlying
scheme’s distribution policy.
f) Finance cost
Finance costs are recognised on an accruals basis and are charged to revenue.
g) Foreign currency
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Assets and
liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange
prevailing at that date.
Other exchange differences are recognised in profit or loss in the year in which they arise.
All gains and losses on the translation of foreign currency are recognised as revenue or capital in the Income
Statement depending on the underlying nature of the transactions.
h) Cash and cash equivalents
Cash and cash equivalents are defined as cash and short-term, highly liquid investments that are readily
convertible to known amounts of cash and that are subject to insignificant risk of change in value.
i) Share capital and reserves
Called up Ordinary Share capital
Called up Ordinary Share capital represents the nominal value of Ordinary Shares issued.
Share premium
Share premium represents the excess over nominal value of shares issued, net of expenses of the share issue,
except where amounts have been cancelled in accordance with section 610 of the Companies Act 2006 and
transferred to special distributable reserve.
Special distributable reserve
Share premium of £99,000,001 was cancelled on 12 February 2019 and transferred to the special distributable
reserve, in accordance with section 610 of the Companies Act 2006. The Company may, at the discretion of the
Board, pay all or part of any future dividends out of this special distributable reserve, taking into account the
Companys investment objective. The costs of repurchasing Ordinary Shares has been debited to the special
distributable reserve.
Financial statements
Notes to the Financial Statements (continued)
8787Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Capital reserve
Capital reserve reflects any:
gains or losses on the disposal of investments;
exchange differences of a capital nature;
increases and decreases in the fair value of investments held at the year end.
This reserve can also be used for distributions by way of a dividend and for funding the cost of repurchasing
Ordinary Shares.
Revenue reserve
Revenue reserve reflects all income and expenditure which are recognised in the revenue column of the Income
Statement and is distributable by way of dividends. It can also be used for funding the cost of repurchasing
Ordinary Shares.
j) Repurchasing of Ordinary Shares for cancellation to be held in treasury
The costs of repurchasing shares including the related stamp duty and transaction costs is currently charged to
the special distributable reserve dealt with within the Statement of changes in equity. Share repurchase
transactions are accounted for on a trade date basis.
During the current year the Company reissued shares held in treasury. Where Ordinary Shares held in treasury
are subsequently reissued, the sale proceeds up to the purchase price of the shares will be transferred to the
special distributable reserve or capital reserve and the excess of the sale proceeds over the purchase price will
be transferred to share premium.
k) Investment management fees
Investment management fees are recognised on an accruals basis and are charged to revenue.
l) Accounting judgements, estimates and assumptions
The preparation of the Financial Statements requires the Directors to make judgements, estimates and
assumptions that affect the amounts recognised in the Financial Statements. However, uncertainty about these
judgements, assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in future years.
Whilst estimates are based on best judgement using information and financial data available the actual outcome
may differ from these estimates.
In relation to the valuation of level 3 investments, the Company considers observable data to be that market data
that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by
independent sources that are actively involved in the relevant market.
No other significant judgements, estimates or assumptions have been required in the preparation of the accounts
for the current year.
Financial statements
Notes to the Financial Statements (continued)
888888 Annual Report and audited Financial Statements • December 202288
Strategic report • Governance • Financial Additional information
2 Returns and net asset value (NAV)
Year ended
31 December 2022
Year ended
31 December 2021
Revenue return
Revenue return attributable to Ordinary Shareholders (£’000) 5,967 3,879
Weighted average number of shares in issue during the year 141,741,337 143,757,774
Revenue return per Ordinary Share (basic and diluted) 4.21p 2.70p
Capital return
Capital return attributable to Ordinary Shareholders (£’000) (8,540) 2,147
Weighted average number of shares in issue during the year 141,741,337 143,757,774
Capital return per Ordinary Share (basic and diluted) (6.03)p 1.49p
Net return
Net return per Ordinary Share (basic and diluted) (1.82)p 4.19p
NAV per Ordinary Share
Net assets attributable to Ordinary Shareholders (£’000) 135,109 143,759
Number of shares in issue at year end 142,233,022 141,723,022
NAV per Ordinary Share 94.99p 101.44p
3 Income
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Income from investments
Interest income from Debt Instruments 6,580 4,936
Distributions from investment funds 765 521
Management fee rebate 101 105
7,446 5,562
Other income
Interest from cash and cash equivalents 39 3
Other income 45
7,530 5,565
Financial statements
Notes to the Financial Statements (continued)
8989Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
4 Investment management fee
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Investment management fee 964 965
The amount outstanding at the year end is shown in note 10.
The basis for calculating the investment management fee is set out on page 87.
5 Other expenses
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Revenue expenses
Directors’ fees 153 118
Legal fees 24 5
Printing and postage 6 5
Registrar’s and secretarial fees 98 94
Administration fees 129 76
Broker fees 67 62
Other 109 113
586 473
Auditors’ remuneration:
– Audit services
a
102 62
– Non-audit services
b
13
688 548
a
The audit services fees are disclosed including VAT.
b
There were no non-audit fees payable to the auditor as of 30 June 2022. Non-audit fees (including VAT) payable to the auditor in respect of the agreed
upon procedures on the Half Year Report as of 30 June 2021 were £12,600. The agreed upon procedures did not constitute an audit engagement or a
review of the Half Year Report.
Financial statements
Notes to the Financial Statements (continued)
909090 Annual Report and audited Financial Statements • December 202290
Strategic report • Governance • Financial Additional information
6 Finance costs
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Commitment fee 66 75
Arrangement fees 13 13
Legal fees 23 34
Interest on loan facility 103
205 122
On 19 October 2020 the Company entered into a £25 million revolving credit facility agreement with State Street Bank
International GmbH. On 18 October 2022 the Company renewed the credit facility on the existing terms, with the new
credit facility expiring on 16 October 2023. During the year £4 million was drawn down from the revolving credit facility
agreement on 6 July 2022, of which £1 million was subsequently repaid on 16 December 2022, £1 million was drawn
down on 13 September 2022, and a further £3 million was drawn down on 17 October 2022. All three drawings were at a
daily rate of SONIA plus margin of 1.25% per annum and an additional credit adjustment spread of 0.1193% per annum.
7 Dividends
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Revenue
2020 fourth interim interest distribution of 0.77p 1,114
2021 first interim interest distribution of 0.63p 911
2021 second interim interest distribution of 0.71p 1,017
2021 third interim interest distribution of 0.70p 1,001
2021 fourth interim interest distribution of 0.67p 941
2022 first interim interest distribution of 0.77p 1,085
2022 second interim interest distribution of 0.96p 1,368
2022 third interim interest distribution of 1.14p 1,622
5,016 4,043
Capital
2020 fourth interim dividend of 1.18p 1,706
2021 first interim dividend of 0.11p 159
2021 second interim dividend of 0.05p 72
2021 third interim dividend of 0.06p 86
2021 fourth interim dividend of 1.11p 1,558
2022 first interim dividend of 0.05p 71
1,629 2,023
Financial statements
Notes to the Financial Statements (continued)
9191Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Set out below are the total dividends paid and proposed in respect of the year, which forms the basis on which the
requirements of Sections 1158-1159 of the Corporation Tax Act 2010 are considered.
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Interest distributions paid of 2.87p (2021: 2.04p) 4,075 2,929
Dividend distributions paid of 0.05p (2021: 0.22p) 71 317
Interest distributions declared of 1.33p (2021: 0.67p) 1,892 941
Dividend distributions declared of 1.1p (2021: 1.11p) 1,565 1,558
7,603 5,745
On 24 January 2022 the Board declared a fourth interim dividend of 2.43p per Ordinary Share for the year ended
31 December 2022, which was paid on 24 February 2023 to Ordinary Shareholders on the register on 3 February 2022.
The ex-dividend date was 2 February 2022. The amount shown in the table above for distributions declared is based
on 142,233,022 Ordinary Shares in issue.
In accordance with FRS 102, Section 32, ‘Events After the End of the Reporting Period’, the 2022 fourth interim
dividend has not been included as a liability in this set of financial statements.
8 Taxation on ordinary activities
Year ended 31 December 2022 Year ended 31 December 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Foreign tax
The corporation tax rate was 19%. The tax charge for the year differs from the charge resulting from applying the
standard rate of corporation tax in the UK for an investment trust company. The differences are explained below:
Year ended 31 December 2022 Year ended 31 December 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return on ordinary activities before
taxation
5,967 (8,540) (2,573) 3,879 2,147 6,026
Corporation tax at standard rate of 19% 1,134 (1,623) (489) 737 408 1,145
Effects of:
Net losses on investments 1,529 1,529 103 103
Net losses/(gains) on derivatives 55 55 (539) (539)
Tax deductible interest distributions (1,134) (1,134) (737) (737)
Net foreign currency losses 39 39 28 28
Total tax charge
Financial statements
Notes to the Financial Statements (continued)
929292 Annual Report and audited Financial Statements • December 202292
Strategic report • Governance • Financial Additional information
As at 31 December 2022, the Company had unutilised management expenses of £nil (2021: £nil) carried forward. Due
to the Company’s status as an investment trust and the intention to continue to meet the conditions required to obtain
approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising on
the revaluation or disposal of investments.
9 Investments held at fair value through profit or loss (FVTPL)
As at
31 December 2022
£’000
As at
31 December 2021
£’000
Opening valuation 140,132 140,316
Analysis of transactions made during the year
Purchases at cost 54,740 40,734
Sale proceeds (48,096) (43,210)
(Losses)/gains on investments (8,333) 2,292
Closing valuation 138,443 140,132
Closing cost 145,846 139,848
Closing investment holding (losses)/gains (7,403) 284
Closing valuation 138,443 140,132
The Company received £48,096,000 (2021: £43,210,000) from investments sold in the year. The book cost of these
investments when they were purchased was £48,225,000 (2021: £41,575,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
As at
31 December 2022
£’000
As at
31 December 2021
£’000
(Losses)/gains on investments
Net losses on disposal of investments (8,044) (545)
Net (losses)/gains on derivatives (289) 2,837
Net (losses)/gains on investments (8,333) 2,292
As at
31 December 2022
£’000
As at
31 December 2021
£’000
Closing valuation
Investments at fair value through profit or loss 137,584 139,501
Derivative financial assets held at fair value through profit or loss 859 631
Closing valuation 138,443 140,132
Financial statements
Notes to the Financial Statements (continued)
9393Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
10 Receivables, cash and cash equivalents and payables
As at
31 December 2022
£’000
As at
31 December 2021
£’000
Receivables
Sales for future settlement 39
Accrued income 1,855 1,108
Prepaid expenses 26 53
Management fee rebate 180 80
Total receivables 2,100 1,241
Cash and cash equivalents
Cash at bank 2,938 2,526
Amounts held at futures clearing houses 234 345
Cash on deposit 500 602
Total cash and cash equivalents 3,672 3,473
Payables
Expenses payable and deferred income 239 314
Management fee payable 1,736 771
Loan facility interest payable 74
Bank loan 7,000
Other payables 57 2
Total payables 9,106 1,087
Financial statements
Notes to the Financial Statements (continued)
949494 Annual Report and audited Financial Statements • December 202294
Strategic report • Governance • Financial Additional information
11 Called up share capital
As at 31 December 2022 As at 31 December 2021
Number of
shares
Nominal value
£’000
Number of
shares
Nominal value
£’000
Ordinary Shares of 1p
Ordinary Shares in issue at the beginning of the year 141,723,022 1,417 144,605,771 1,446
Ordinary Shares issued from treasury during the year 2,815,000 28
Purchase of Ordinary Shares held in treasury (2,305,000) (23) (2,882,749) (29)
Ordinary Shares in issue at the end of the year 142,233,022 1,422 141,723,022 1,417
Treasury Shares (Ordinary Shares of 1p)
Treasury Shares at the beginning of the year 3,022,749 30 140,000 1
Ordinary Shares issued from treasury during the year (2,815,000) (28)
Purchase of Ordinary Shares held in treasury 2,305,000 23 2,882,749 29
Treasury Shares at the end of the year 2,512,749 25 3,022,749 30
Total Ordinary Shares in issue and in treasury at the end
of the year
144,745,771 1,447 144,745,771 1,447
The analysis of the capital reserve is as follows:
Year ended 31 December 2022 Year ended 31 December 2021
Realised
capital
reserve
£’000
Investment
holding
losses
£’000
Total capital
reserve
£’000
Realised
capital
reserve
£’000
Investment
holding
gains
£’000
Total capital
reserve
£’000
Capital reserve at the beginning of the year 3,189 284 3,473 1,290 2,059 3,349
(Losses)/gains on realisation of
investments at fair value
(646) (646) 4,067 4,067
Realised currency (losses)/gains during the
year
(207) (207) (145) (145)
Movement in unrealised gains/(losses) (7,687) (7,687) (1,775) (1,775)
Dividends paid (1,629) (1,629) (2,023) (2,023)
Capital reserve at the end of the year 707 (7,403) (6,696) 3,189 284 3,473
The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’, 2022.
Financial statements
Notes to the Financial Statements (continued)
9595Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
12 Related party transactions
M&G Alternatives Investment Management Limited, as Investment Manager, is a related party to the Company. The
management fee payable to the Investment Manager for the year is disclosed in the income statement, in note 4 and
amounts outstanding at the year end are shown in note 10.
The Company holds an investment in M&G European Loan Fund which is managed by M&G Investment Management
Limited. At the year end this was valued at £16,298,109 (2021: £17,519,827) and represented 11.73% (2021: 12.45%) of
the Companys investment portfolio.
The Directors of the Company are related parties. The details of the fees payable to Directors and details of Directors’
shareholdings are given in the Directors’ Remuneration Report on pages 58 and 60.
13 Financial instruments
In pursuing the Company’s objectives, the Company accepts market price risk and interest rate risk, in relation to the
portfolio of investments. Since the Companys investment objectives are to deliver returns over the long term,
transactions with the sole intention of realising short-term returns are not undertaken.
The quantitative data disclosed is representative of the Company’s exposure to risk throughout the year.
The AIFM attempts to gain the best and most consistent returns for clients via the following:
a bottom-up approach, centred around a detailed evaluation of individual investments; and
diversification across issuer, to minimise the impact of default.
Portfolio management decisions are based on an in-house credit assessment and instrument rating which is carried
out by the AIFM’s credit analysts.
Market risk
Market risk embodies the potential for both losses and gains and includes foreign currency risk, interest rate risk and
price risk, which are discussed in detail under separate headings within this note.
Market risk arises mainly from uncertainty about future values of financial instruments influenced by other price,
currency and interest rate movements. It represents the potential loss the Company may suffer through holding
market positions in investments in the face of market movements.
Management of market risk
The Board meets formally at least four times a year with the Investment Manager to review, inter alia, the Company’s
strategy and performance, the composition of the investment portfolio and the management of risk. The investment
management team has responsibility for monitoring the portfolio, which is selected in accordance with the Company’s
investment objective and seeks to ensure that any investments meet an acceptable risk/reward profile.
Financial statements
Notes to the Financial Statements (continued)
969696 Annual Report and audited Financial Statements • December 202296
Strategic report • Governance • Financial Additional information
Market risk arising from foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.
The fair values of the Companys monetary items which have foreign currency exposure at 31 December 2022 are
shown below.
2022 2021
Australian
dollar
£’000
Euro
£’000
New
Zealand
dollar
£’000
US dollar
£’000
Australian
dollar
£’000
Euro
£’000
New
Zealand
dollar
£’000
US dollar
£’000
Debtors 21 221 22 172 14 112 53
Investments 3,269 13,666 2,407 19,244 4,059 14,319 2,312 15,210
Total foreign currency
exposure on net monetary
items
3,290 13,887 2,429 19,416 4,073 14,431 2,312 15,263
The Company is exposed to risks that the exchange rate of its reporting currencies relative to other currencies may
change in a manner which has an adverse effect on the value of the portion of the Companys assets which are
denominated in currencies other than their own currencies. Typically, the fund manager will substantially hedge these
risks using foreign exchange forward contracts.
The following table illustrates the sensitivity of revenue and capital return on ordinary activities after tax and net assets
attributable to Shareholders to an increase of or decrease of 5% in exchange rates. A 5% increase in the value of the
fund’s currency exposure would have the effect of increasing the return and net assets by £1,919,000 (2021:
£1,786,000) . A 5% decrease would have an equal and opposite effect.
Increase in
exchange
rates
2022
£’000
Decrease in
exchange
rates
2022
£’000
Increase in
exchange
rates
2021
£’000
Decrease in
exchange
rates
2021
£’000
Income statement
Revenue return (10) 10 (9) 9
Capital return 1,929 (1,929) 1,795 (1,795)
Total change to net return on ordinary activities after tax 1,919 (1,919) 1,786 (1,786)
Change to net assets attributable to shareholders 1,919 (1,919) 1,786 (1,786)
Financial statements
Notes to the Financial Statements (continued)
9797Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Market risk arising from interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
The Company’s investments may be subject to interest rate risk. When interest rates decline, the value of fixed rate
obligations can be expected to rise, and conversely when interest rates rise, the value of fixed rate obligations can be
expected to decline. In general, if prevailing interest rates fall significantly below the interest rates on any Debt
Investments held by the Company, such investments are more likely to be the subject of prepayments than if prevailing
rates remain at or above the rates borne by such investments.
After the global financial crash of 2007-08 there was a sustained period of very low levels of central bank-set interest
rates. Since the start of 2022, the Bank of England has been increasing interest rates. The Bank of England base rate
has risen from 0.25% at the beginning of the year to 3.5% at 31 December 2022. For investments that have a fixed rate
of return, any such interest rate rises may negatively impact the returns on the investments and the returns realised by
the investors.
The following table illustrates the sensitivity of revenue and capital return on ordinary activities after tax and net assets
attributable to shareholders to an increase or decrease of 2% in interest rates. The decrease in interest rates illustrated
below of 2% is reasonably possible based on observation of market conditions and historic trends. The sensitivity
analysis is based on the Company’s bond holdings at each reporting date, with all other variables held constant.
Decrease in
interest rates
2022
£’000
Increase in
interest rates
2022
£’000
Decrease in
interest rates
2021
£’000
Increase in
interest rates
2021
£’000
Income statement
Revenue return 14 (14) 14 (14)
Capital return 2,825 (2,825) 2,859 (2,859)
Total change to net return on ordinary activities after tax 2,839 (2,839) 2,874 (2,874)
Change to net assets attributable to shareholders 2,839 (2,839) 2,874 (2,874)
Market risk arising from other price risk
Market price risk includes changes in market prices, other than those arising from interest rate risk, which may affect
the value of investments.
The following table illustrates the sensitivity of revenue and capital return on ordinary activities after tax and net assets
attributable to shareholders to an increase or decrease of 10% in the fair value of the Companys investments. This
level of change is considered to be reasonably possible based on observation of market conditions and historic trends.
The sensitivity analysis is based on the Companys investments at each reporting date, with all other variables held
constant.
Financial statements
Notes to the Financial Statements (continued)
989898 Annual Report and audited Financial Statements • December 202298
Strategic report • Governance • Financial Additional information
Increase in
fair value
2022
£’000
Decrease in
fair value
2022
£’000
Increase in
fair value
2021
£’000
Decrease in
fair value
2021
£’000
Income statement
Revenue return (69) 69 (70) 70
Capital return 13,758 (13,758) 13,950 (13,950)
Total change to net return on ordinary activities after tax 13,689 (13,689) 13,880 (13,880)
Change to net assets attributable to shareholders 13,689 (13,689) 13,880 (13,880)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial
liabilities. The Company invests in illiquid public and private Debt Instruments. Such investments may be difficult to
value or realise (if at all) and therefore the market price that is achievable for such investments might be lower than the
valuation of these assets and as reflected in the Company’s published NAV per Ordinary Share.
The contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can
be required are as follows:
Three months
or less
2022
£’000
More than three
months but less
than one year
2022
£’000
Total
2022
£’000
Three months
or less
2021
£’000
More than three
months but less
than one year
2021
£’000
Total
2021
£’000
Creditors: amounts falling due
within one year
Bank loan 7,000 7,000
Other creditors 2,106 2,106 1,087 1,087
2,106 7,000 9,106 1,087 1,087
Credit risk
Credit risk is the risk that one party to a financial instrument or contract will cause a financial loss for the other party
by failing to discharge an obligation. In the case of invested assets this is the potential for the reduction in the value of
investments which relates to the risk of an issuer being unable to meet its obligations, whilst for trading activities this
relates to the risk that the counterparty to any contract the Company enters into being unable to meet its obligations
causing loss.
The Investment Manager maintains a credit risk policy and standards which set out the assessment and measurement
of credit risk, compliance with which is monitored, and exposures and breaches are reported daily by the Risk team.
The policy is reviewed on an annual basis to ensure that it remains fit for purpose and relevant to changes in the risk
environment.
Investment mandates specify explicitly the counterparty risk appetite for cash on deposit, foreign exchange and OTC
trading whilst other counterparty risk is taken for the purposes of efficient portfolio management and reduction in risk.
Financial statements
Notes to the Financial Statements (continued)
9999Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Management of counterparty risk
To mitigate counterparty risk, the AIFM follows the standards below:
Preference for ‘high-quality’ rated counterparties, mainly banks with short-term A1/P1 ratings and banks rated A
or better.
Limited exposure to each counterparty to diversify risk.
Collateral taken from counterparties and posted against their default where appropriate.
Regular monitoring of counterparty rating.
Capability to rapidly reduce exposure on adverse market intelligence.
Trading on Delivery Versus Payment (DVP) basis.
Credit risk exposure
The following amounts shown in the statement of financial position represent the maximum exposure to credit risk at
the year end.
Balance
sheet
2022
£’000
Maximum
exposure
2022
£’000
Balance
sheet
2021
£’000
Maximum
exposure
2021
£’000
Fixed assets
Investments held at fair value through profit or loss 137,584 138,062 139,501 140,321
Current assets
Other receivables 2,100 2,100 1,241 3,106
Cash and cash equivalents 3,672 4,181 3,473 6,944
Cash at bank and in hand 143,356 144,343 144,215 150,371
No debtors are past their due date and none have been written down or deemed to be impaired.
Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried at fair value or the amount in the Statement of Financial Position is a
reasonable approximation of fair value.
Financial statements
Notes to the Financial Statements (continued)
100100100 Annual Report and audited Financial Statements • December 2022100
Strategic report • Governance • Financial Additional information
14 Fair value hierarchy
Under FRS 102 an entity 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 shall have the levels stated
below.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: other significant observable inputs (including quoted prices for similar investments, interest rates,
prepayments, credit risk, spread premium, credit ratings etc).
Level 3: significant unobservable inputs (including the Company’s own assumptions in determining the fair value
of investments, discounted cashflow model or single broker quote).
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.
The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company
considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
The financial assets measured at FVTPL are grouped into the fair value hierarchy as follows:
As at 31 December 2022 As at 31 December 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at FVTPL
Debt Instruments 52,155 69,131 121,286 54,382 67,599 121,981
Investment in funds 16,298 16,298 17,520 17,520
Derivatives 996 996 667 667
Financial liabilities at FVTPL
Derivatives (137) (137) (36) (36)
Net fair value 996 68,316 69,131 138,443 (36) 72,569 67,599 140,132
Valuation techniques for Level 3
The debt investments within the Company utilise a number of valuation methodologies such as a discounted cash flow
model, which will use the relevant credit spread and underlying reference instrument to calculate a discount rate.
Unobservable inputs typically include spread premiums and internal credit ratings.
Some debt instruments are valued at par and are monitored to ensure this represents fair value for these instruments.
On a monthly basis these instruments are assessed to understand whether there is any evidence of market price
movements, including impairment or any upcoming refinancing.
Financial statements
Notes to the Financial Statements (continued)
101101Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Notes to the Financial Statements (continued)
In addition, some are priced by a single broker quote, which is typically the traded broker, who provides an indicative
mark.
Level 3 reconciliation
The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within
Level 3 between the beginning and the end of the financial year:
Level 3
31 December 2022
£’000
Level 3
31 December 2021
£’000
Financial assets at FVTPL
Opening balance 67,599 35,232
Net realised gains/(losses) (1,248) (549)
Purchases 20,609 25,320
Sales (18,838) (7,47 7)
Transfer in/(out) Level 3 1,009 15,073
Closing balance 69,131 67,599
During the year ended 31 December 2022, following a review of M&G’s internal guidance for fair value levelling, certain
portfolio constituents were transferred from Level 2 to Level 3 in recognition of the level of unobservable inputs that
were necessarily applied to their valuation.
15 Capital commitments
There were outstanding unfunded investment commitments of £2,118,000 (2021: £2,866,000) at the year end.
As at
31 December 2022
£’000
As at
31 December 2021
£’000
Grover Group Var. Rate 30 Aug 2027 1,109
Project Grey Var. Rate 30 Apr 2025 (Senior) 574
Project Grey Var. Rate 30 Apr 2025 (Junior) 311
Project Mercury Mercury Var. Rate 1 May 2024 75 173
Kaveh Ventures LLC Var. Rate 22 Mar 2024 49
Project Mercury Mercury Var. Rate 31 May 2024 1,862
Intu (SGS) Finco Limited Var. Rate 31 Mar 2024 229
Kaveh Ventures LLC Var. Rate 16 May 2022 163
Valentine Senior Var. Rate 7 Mar 2022 133
Jamshid Ventures Var. Rate 23 Jul 2023 125
PE Fund Finance III Var. Rate 16 Dec 2023 109
Bread Holdings Var. Rate 1 Sep 2028 72
2,118 2,866
Financial statements
102102102 Annual Report and audited Financial Statements • December 2022102
Strategic report • Governance • Financial Additional information
Financial statements
16 Capital management policies and procedures
The Company’s capital management objectives are:
to ensure that the Company will be able to continue as a going concern; and
to generate a regular and attractive level of income with low asset value volatility by investing in a diversified
portfolio of public and private debt instruments.
The capital of the Company consists of equity, comprising issued capital, reserves and retained earnings.
The Board monitors and reviews the broad structure of the Companys capital on an ongoing basis. This review
includes:
the nature and planned level of gearing, which takes account of the Investment Managers views on the market;
the issue and buy back share capital within limits set by the shareholders in a general meeting; and
the extent to which revenue in excess of that which is required to be distributed should be retained.
Notes to the Financial Statements (continued)
103Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
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 M&G Credit Income 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 fourth ANNUAL GENERAL MEETING (AGM) of M&G Credit Income Investment
Trust plc will be held at the offices of M&G Alternatives Investment Management Limited, 10 Fenchurch Avenue,
London EC3M 5AG at 11.30 am on Thursday, 15 June 2023 to consider and vote on the resolutions below.
Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and resolutions 12 to 14 (inclusive) will be
proposed as special resolutions.
Ordinary business
1. To receive and, if thought fit, to accept the Strategic Report, Directors’ Report, Auditor‘s Report and the audited
Financial Statements for the year ended 31 December 2022.
2. To receive and approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the
year ended 31 December 2022.
3. To receive and approve the Directors’ Remuneration Policy.
4. To approve the Company’s dividend policy that the Company intends to distribute at least 85% of its distributable
income earned each financial year by way of dividends and that, until the conclusion of the next general meeting
at which financial statements are laid before the Company, such dividends are intended to be paid quarterly.
5. To re-elect Mr David Simpson as a Director of the Company.
6. To re-elect Mr Richard Boléat as a Director of the Company.
7. To re-elect Mrs Barbara Powley as a Director of the Company.
8. To re-elect Ms Jane Routledge as a Director of the Company.
9. To appoint BDO 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, in substitution for all existing authorities, the Directors be and are hereby 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 shares in the Company and to grant rights to subscribe for, or to convert any security into,
shares in the Company, up to an aggregate nominal amount of £142,133 (ie up to 14,213,300 Ordinary Shares and/
or C Shares, representing approximately 10% of the issued share capital of the Company (excluding treasury
shares) as at 24 April 2023) during the period commencing on the date of the passing of this Resolution and
expiring at the conclusion of the Annual General Meeting of the Company to be held in 2024 (unless previously
renewed, varied or revoked by the Company in general meeting) (the ‘Section 551 period’), but so that the
Company shall be entitled, at any time prior to the expiry of the Section 551 period, to make offers or agreements
which would or might require shares to be allotted or such rights to be granted after the expiry of the Section 551
period and the Directors shall be entitled to allot shares or grant rights in pursuance of such offers or agreements
as if the authority had not expired.
Notice of Annual General Meeting
104 Annual Report and audited Financial Statements • December 2022104
Strategic report • Governance • Financial • Additional information
Special resolutions
12. THAT, in substitution for all existing authorities and, subject to the passing of Resolution 11, the Directors be and
they are hereby authorised, in accordance with Sections 570 and 573 of the Companies Act 2006 (‘the Act’), to
allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred
by Resolution 11 above, and by way of a sale of treasury shares as if Section 561(1) of the Act did not apply to any
such allotment or sale, up to an aggregate nominal amount of £142,133 (ie up to 14,213,300 Ordinary Shares and/
or C Shares, representing approximately 10% of the issued share capital of the Company (excluding treasury
shares) as at 24 April 2023), such power to expire at the conclusion of the Annual General Meeting of the
Company to be held in 2024 (unless previously renewed, varied or revoked by the Company in general meeting)
save that the Company shall be entitled, at any time prior to the expiry of such power, to make an offer or enter
into an agreement which would or might require equity securities to be allotted or sold after the expiry of such
power and the Directors shall be entitled to allot or sell equity securities in pursuance of such an offer or
agreement as if such power had not expired.
13. THAT, the Company be authorised in accordance with Section 701 of 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 at the date of this Notice,
excluding any treasury shares, or, if changed, 14.99% of the Ordinary Shares in issue, excluding any 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:
5.0% above the average of the mid-market value of the Ordinary Shares for the five business days before
the purchase is made; or
the higher of the price of the last independent trade and the highest current independent bid for the
Ordinary Shares
Such authority will expire at the AGM of the Company to be held in 2024, 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.
All Ordinary Shares purchased pursuant to the above authority shall be either:
held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the
Act; or
cancelled immediately upon completion of the purchase.
14. THAT, a General Meeting, other than an AGM, may be called on not less than 14 clear days’ notice.
Registered Office:
Link Company Matters Limited
6th Floor, 65 Gresham Street, London,
EC2V 7NQ
By Order of the Board of Directors
Link Company Matters Limited
Company Secretary
25 April 2023
Notice of Annual General Meeting
105Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
ADMINISTRATIVE NOTES IN CONNECTION WITH THE ANNUAL GENERAL MEETING
1. Entitlement to attend and vote
To be entitled to attend and vote at the Meeting (and for the purposes of the determination by the Company of the votes that may be cast in
accordance with Regulation 41 of the Uncertified Securities Regulations 2001), only those members registered in the Company’s register of
members at close of business on 13 June 2023 (or, if the Meeting is adjourned, close of business on the date which is two business days
before the adjourned Meeting) shall be entitled to attend and vote at the Meeting. Changes to the register of members of the Company after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2. Website giving information regarding the Meeting
Information regarding the Meeting, including the information required by Section 311A of the Act, is available from
mandg.co.uk/creditincomeinvestmenttrust
3. Attending in person
If you wish to attend the Meeting in person, please bring some form of identification.
Appointment of proxies
4. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights
to attend, speak and vote at the Meeting. You can appoint a proxy only using the procedures set out in these notes and the notes to the proxy
form.
5. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. If you wish your proxy to speak on your
behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please indicate on your proxy submission
how many shares it relates to.
7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no
voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he
or she thinks fit in relation to any other matter which is put before the Meeting.
8. Appointment of proxy using hard copy proxy form
A hard copy form of proxy has not been sent to you but you can request one directly from the registrars, Link Group’s general helpline team
on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open between 09:00-17:30, Monday to Friday excluding public holidays in England and
Wales. You can also request via email at shareholderenquiries@linkgroup.co.uk or via postal address at Link Group, PXS1, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a member that is a company, the proxy form must be executed under its common
seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under
which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. For the purposes of
determining the time for delivery of proxies, no account has been taken of any part of a day that is not a working day.
9. Appointment of a proxy online
You may submit your proxy electronically using the Share Portal service at signalshares.com Shareholders can use this service to vote or
appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before the time of the meeting applies.
Shareholders will need to use the unique personal identification Investor Code (‘IVC’) printed on your share certificate. If you need help with
voting online, please contact our Registrar, Link Group’s portal team on 0371 664 0391. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00-
17:30, Monday to Friday excluding public holidays in England and Wales. You can also email shareholderenquiries@linkgroup.co.uk
Notice of Annual General Meeting
106 Annual Report and audited Financial Statements • December 2022106
Strategic report • Governance • Financial • Additional information
10. Appointment of proxies through CREST
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the
Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from euroclear.com/site/public/EUI).
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 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 & International Limited’s (EUI) specifications and must contain the information required for
such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent (ID: RA10)
by 11.30am on 13 June 2023. 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 issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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.
11. Proxymity
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information
regarding Proxymity, please go to proxymity.io Your proxy must be lodged by 11.30am on 13 June 2023 in order to be considered valid. Before
you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you
read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
12. Appointment of proxy by joint members
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 holding, the first-named being the most senior.
13. Changing proxy instructions
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for
receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the
relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form, please contact Link Group as per the communication methods shown in note 8. If you
submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
14. Termination of proxy appointments
In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention
to revoke your proxy appointment to Link Group, at the address shown in note 8. In the case of a member that is a company, the revocation
notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority,
must be included with the revocation notice. The revocation notice must be received by Link Group no later than 48 hours before the Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly
below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in
person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
15. Corporate representatives
A corporation that is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a
member provided that no more than one corporate representative exercises powers over the same share.
Notice of Annual General Meeting
107Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
16. Issued shares and total voting rights
As at 24 April 2023, the Company’s issued share capital (excluding 2,612,749 treasury shares) comprised 142,133,022 Ordinary Shares of £0.01
each. Each Ordinary Share carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights
in the Company on 24 April 2023 is 142,133,022. The website referred to in note 2 will include information on the number of shares and voting
rights.
17. Questions at the Meeting
Under Section 319A of the Act, the Company must answer any question you ask 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.
18. Website publication of audit concerns
Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to
require the Company 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 Meeting; 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 (in each case) that the shareholders propose to raise at the relevant meeting.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527
or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies
Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the
website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has
been required under Section 527 of the Companies Act 2006 to publish on a website.
19. Documents on display
Copies of the letters of appointment of the Directors of the Company and a copy of the Articles of Association of the Company will be
available for inspection at the registered office of the Company from the date of this notice until the end of the Meeting.
Notice of Annual General Meeting
108 Annual Report and audited Financial Statements • December 2022108
Strategic report • Governance • Financial • Additional information
The majority of shareholders choose to receive Annual Reports and Notices of meetings electronically. This has a
number of advantages for the Company and its shareholders. It increases the speed of communication, saves you time
and reduces print and distribution costs and our impact on the environment.
Company law requires that the Company asks shareholders to consent to the receipt of communications electronically
and via a website
a
. Please note that if you consent to website publication you will continue to be notified in writing and
through the release of an announcement on the London Stock Exchange each time the Company places a statutory
communication on the website. Annual Reports and other documents which are required to be sent to shareholders
(‘shareholder information’) are published on our website at mandg.co.uk/creditincomeinvestmenttrust If you consent,
the website will be the way in which you access all future shareholder information.
Please note that you still have the right to request hard copies of shareholder information at no charge.
If you would like to receive notifications by email, you can register your email address via the Share Portal
signalshares.com or write to FREEPOST SAS, 29 Wellington Street, LS1 4DL (no stamp or further address detail is
required). Please write in BLOCK CAPITALS.
If you would like to receive shareholder information by means of a website, there is nothing more you need to do.
You will be notified by post when shareholder information has been placed on the website.
If you would like to receive shareholder information in hard copy form, you can register your request via the Share
Portal signalshares.com or write to FREEPOST SAS, 29 Wellington Street, LS1 4DL (no stamp or further address
detail is required). Please write in BLOCK CAPITAL.
Please note that if you hold your shares corporately or in a CREST account, you are not able to use the Share Portal to
inform us of your preferred method of communication and should instead write to FREEPOST SAS, 29 Wellington
Street, LS1 4DL (no stamp or further address detail is required). Please write in BLOCK CAPITALS.
If we do not receive a reply from you within 28 days of the date of dispatch of this notice, you will be deemed to
have consented to website publication of shareholder information and you will not receive hard copies of
shareholder information in the post.
a
The Company reserves the right to send hard copy documents to shareholders where, for example, overseas securities laws do not permit electronic
communication or in other circumstances where the Company considers that electronic delivery may not be appropriate.
Additional shareholder information
Arrange to have your dividends paid direct into your bank account
This means that:
Your dividend reaches your bank account on the payment date.
It is more secure – cheques can sometimes get lost in the post.
You don’t have the inconvenience of depositing a cheque.
Helps reduce cheque fraud.
If you have a UK bank account you can sign up for this service on Signal shares (by clicking on ‘your dividend options’
and following the on screen instructions).
Shareholder communications
109Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Company information
Directors (all non-executive)
David Simpson (Chairman)
Richard Boléat (Chairman of the Audit Committee)
Barbara Powley (Senior Independent Director, effective
26 April 2023)
Jane Routledge
AIFM and Investment Manager
M&G Alternatives Investment Management Limited
(MAGAIM)
a
10 Fenchurch Avenue, London EC3M 5AG
Website: mandg.co.uk
Telephone: +44 (0) 800 390 390
Administrator
State Street Bank and Trust Company
a
20 Churchill Place, London E14 5HJ
Company Secretary and registered office
Link Company Matters Limited
6th Floor, 65 Gresham Street, London, EC2V 7NQ
Telephone: 07936 332 503
Broker
Winterflood Securities Limited
a
The Atrium, Cannon Bridge House,
25 Dowgate Hill, London EC4R 2GA
Solicitors
Herbert Smith Freehills LLP
a
Exchange House, Primrose Street, London EC2A 2EG
Auditor
Deloitte LLP
Saltire Court, 20 Castle Street, Edinburgh EH1 2DB
Registrar and transfer office
Link Group
Shareholder Services Department
10th Floor, Central Square, 29 Wellington Street,
Leeds LS1 4DL
Telephone: 0371 664 0300
(Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate.
Lines are open between 09:00 – 17:30, Monday to Friday
excluding public holidays in England and Wales).
Email: shareholderenquiries@linkgroup.co.uk
Website: linkgroup.eu
Depositary
State Street Trustees Limited
a
20 Churchill Place, London E14 5HJ
Custodian
State Street Bank and Trust Company
a
20 Churchill Place, London E14 5HJ
Banker
State Street Bank International GmbH
Brienner Straße 59, 0333 Munich, Germany
Association of Investment Companies (AIC)
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: theaic.co.uk
Company website
mandg.co.uk/creditincomeinvestmenttrust
a
Authorised and regulated by the Financial Conduct Authority.
110 Annual Report and audited Financial Statements • December 2022110
Strategic report • Governance • Financial • Additional information
Alternative performance measures
Net Asset Value (NAV) per
Ordinary Share
The NAV, also described as shareholders’ funds, is the
value of the Companys assets less its liabilities. The
NAV per Ordinary Share is calculated by dividing the
NAV by the number of Ordinary Shares in issue
(excluding treasury shares).
Ongoing charges
Ongoing charges represent the total of the investment
management fee and all other operating expenses
(excluding non-recurring items, certain finance costs
and cost of buying back or issuing shares), expressed as
a percentage of the average net assets (of the Company)
over the reporting year.
Year ended
31 December
2022
£’000
Year
ended
31 December
2021
£’000
Ongoing charges are calculated
with reference to the following
figures:
Investment management fee 964 965
Other expenses
a
754 623
Total expenses for the year 1,718 1,588
Ongoing expenses 1,666 1,605
Average net assets over the year 137,058 146,173
Ongoing charges figure 1.22% 1.10%
a
Includes the commitment fee on the revolving credit facility.
Premium/discount to NAV
The premium is the amount by which the share price of
an investment trust exceeds the NAV per Ordinary
Share. The discount is the amount by which the NAV per
Ordinary Share exceeds the share price of an investment
trust. The premium/discount is normally expressed as a
percentage of the NAV per Ordinary Share.
Total return
Total return is the return to shareholders that measures
the combined effect of any dividends paid in the period
with the increase or decrease in the share price or NAV
per share.
Share price total return
Total return to shareholders, assuming all dividends
received were reinvested at the mid-market price without
transaction costs into the shares of the Company at the
time the shares were quoted ex-dividend.
Year ended
31 December
2022
£’000
Year
ended
31 December
2021
£’000
Opening share price 99.5p 92.0p
Dividend paid 4.70p 4.21p
Effect of dividend reinvested (0.12)p 0.26p
Closing share price 92.1p 99.5p
Adjusted closing share price 96.7p 104.0p
Share price total return (2.8)% 13.0%
111Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Alternative performance measures
NAV total return
Total return on NAV per share assuming dividends paid
by the Company were reinvested into the shares of the
Company at the NAV per share at the time the shares
were quoted ex-dividend.
Year ended
31 December
2022
£’000
Year
ended
31 December
2021
£’000
Opening NAV per share 101.44p 101.40p
Dividend paid 4.70p 4.21p
Effect of dividend reinvested (0.01)p 0.06p
Closing NAV per share 94.99p 101.44p
Adjusted closing NAV per share 99.68p 105.71p
NAV total return (1.7)% 4.3%
Dividend yield
The annual dividend expressed as a percentage of the
share price.
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Dividends declared per Ordinary
Share
a
5.35p 4.04p
Ordinary Share price 92.1p 99.5p
Dividend yield 5.8% 4.1%
a
Based on dividends declared in respect of the previous 12 months.
112 Annual Report and audited Financial Statements • December 2022112
Adjusted opening NAV The opening NAV, adjusted for the
payment of the last dividend in respect of the previous
financial year.
Asset Anything having commercial or exchange value that is
owned by a business, institution or individual.
ABS (Asset backed security) A security whose income
payments and value are derived from and collateralised by a
specified pool of underlying assets.
Asset class Category of assets, such as cash, company
shares, fixed income securities and their sub-categories, as
well as tangible assets such as real estate.
Association of Investment Companies (AIC) The UK trade
body that represents investment managers. It works with
investment managers, liaising with government on matters of
taxation and regulation, and also aims to help investors
understand the industry and the investment options available
to them.
AUM Assets under management.
Basis points (bps) A common unit of measure for interest
rates and other percentages in finance. One basis point is
equal to 1/100th of 1%, or 0.01%, or 0.0001, and is used to
denote the percentage change in a financial instrument.
Bond A loan in the form of a security, usually issued by a
government or company, which normally pays a fixed rate of
interest over a given time period, at the end of which the initial
amount borrowed is repaid.
Callable bond A bond that can be redeemed (in other words,
called) by the issuer before its maturity date. The price at
which the issuer buys back the bond is normally higher than its
issue price. A bond is usually called when interest rates fall, so
that the issuer can refinance its debt at the new, lower interest
rates.
Capital Refers to the financial assets, or resources, that a
company has to fund its business operations.
Capitalisation The total market value of all of a company’s
outstanding shares.
CTA Corporation Tax Act.
CLO (Collateralised loan obligation) Actively managed
investment vehicle which issues rated tranches of debt from
AAA-B and an unrated equity tranche. Underlying assets are
predominantly made up of leveraged loans and high yield
bonds.
Closed-ended A term used to describe an investment
company whose capital is fixed and whose shares are not
generally redeemable at the option of a holder.
CMBS ( Commercial mortgage-backed security) A type of
asset-backed security which is collateralised by a commercial
real estate asset, either a single property, or – more often – a
portfolio of several properties.
Comparative sector A group of investment companies with
similar investment objectives and/or types of investment, as
classified by bodies such as the AIC or Morningstar™. Sector
definitions are mostly based on the main assets an investment
company should invest in, and may also have a geographic
focus. Sectors can be the basis for comparing the different
characteristics of similar investment companies, such as their
performance or charging structure.
Consumer Prices Index (CPI) An index used to measure
inflation, which is the rate of change in prices for a basket of
goods and services. The contents of the basket are meant to
be representative of products and services we typically spend
our money on.
Convertible bonds Fixed income securities that can be
exchanged for predetermined amounts of company shares at
certain times during their life.
Corporate bonds Fixed income securities issued by a
company. They are also known as bonds and can offer higher
interest payments than bonds issued by governments as they
are often considered more risky.
Credit The borrowing capacity of an individual, company or
government. More narrowly, the term is often used as a
synonym for fixed income securities issued by companies.
Credit default swaps (CDS) Are a type of derivative, namely
financial instruments whose value, and price, are dependent
on one or more underlying assets. CDS are insurance-like
contracts that allow investors to transfer the risk of a fixed
income security defaulting to another investor.
Credit rating An independent assessment of a borrower’s
ability to repay its debts. A high rating indicates that the credit
rating agency considers the issuer to be at low risk of default;
likewise, a low rating indicates high risk of default. Standard &
Poor’s, Fitch and Moodys are the three most prominent credit
rating agencies. Default means that a company or government
is unable to meet interest payments or repay the initial
investment amount at the end of a securitys life.
Credit spread The difference between the yield of a
corporate bond, a fixed income security issued by a company,
and a government bond of the same life span. Yield refers to
the income received from an investment and is expressed as a
percentage of the investment’s current market value.
Debt instrument A formal contract that a government, a
business or an individual can use to borrow money. Debt
instruments outline the detailed conditions of the loan, such as
the amount and schedule of payment of interest, the length of
Glossary
113Annual Report and audited Financial Statements • December 2022
time before the principal is paid back, or any guarantees
(collateral) that the borrower offers. Any type of debt can be a
debt instrument – from bonds and loans to credit cards.
Default When a borrower does not maintain interest
payments or repay the amount borrowed when due.
Derivatives Financial instruments whose value, and price,
are dependent on one or more underlying assets. Derivatives
can be used to gain exposure to, or to help protect against,
expected changes in the value of the underlying investments.
Derivatives may be traded on a regulated exchange or traded
over the counter.
Developed economy or market Well-established economies
with a high degree of industrialisation, standard of living and
security.
Dividend Dividends represent a share in the profits of the
company and are paid out to a company’s shareholders at set
times of the year.
ECB (European Central Bank) Central bank of the 19
European Union countries which have adopted the euro.
Emerging economy or market Economies in the process of
rapid growth and increasing industrialisation. Investments in
emerging markets are generally considered to be riskier than
those in developed markets.
Episode A phase during which investors allow their emotions
to affect their decision making, which can cause financial
markets to move irrationally.
Equities Shares of ownership in a company.
Ex-dividend, ex-distribution or XD date The date on which
declared distributions or dividends officially belong to
underlying investors.
Exposure The proportion of an investment company invested
in a particular share/fixed income security, sector/region,
usually expressed as a percentage of the overall portfolio.
Fixed income security A loan in the form of a security,
usually issued by a government or company, which normally
pays a fixed rate of interest over a given time period, at the end
of which the initial amount borrowed is repaid.
Floating rate notes (FRNs) Securities whose interest
(income) payments are periodically adjusted depending on the
change in a reference interest rate.
Gearing Is a measure of financial leverage that demonstrates
the degree to which the Investment Trust’s operations are
funded by equity capital versus creditor financing.
Gilts Fixed income securities issued by the UK Government.
Government bonds Fixed income securities issued by
governments, that normally pay a fixed rate of interest over a
given time period, at the end of which the initial investment is
repaid.
Hard currency (bonds) Refers to bonds denominated in a
highly traded, relatively stable international currency, rather
than in the bond issuers local currency. Bonds issued in a
more stable hard currency, such as the US dollar, can be more
attractive to investors where there are concerns that the local
currency could lose value over time, eroding the value of
bonds and their income.
Hedging A method of reducing unnecessary or unintended
risk.
High yield bonds Fixed income securities issued by
companies with a low credit rating from a recognised credit
rating agency. They are considered to be at higher risk of
default than better quality, i.e. higher rated fixed income
securities but have the potential for higher rewards. Default
means that a company or government is unable to meet
interest payments or repay the initial investment amount at the
end of security’s life.
Index An index represents a particular market or a portion of
it, serving as a performance indicator for that market.
Index-linked bonds Fixed income securities where both the
value of the loan and the interest payments are adjusted in line
with inflation over the life of the security. Also referred to as
inflation-linked bonds.
Inflation The rate of increase in the cost of living. Inflation is
usually quoted as an annual percentage, comparing the
average price this month with the same month a year earlier.
Investment grade bonds Fixed income securities issued by a
company with a medium or high credit rating from a
recognised credit rating agency. They are considered to be at
lower risk from default than those issued by companies with
lower credit ratings. Default means that a company or
government is unable to meet interest payments or repay the
initial investment amount at the end of a security’s life.
Investment trust An investment trust is a form of collective
investment fund found mostly in the United Kingdom.
Investment trusts are closed-end funds and are constituted as
public limited companies.
IRR Internal Rate of Return.
IPO Initial Public Offering. The process of offering shares of
a private corporation to the public.
Issuer An entity that sells securities, such as fixed income
securities and company shares.
Glossary
114 Annual Report and audited Financial Statements • December 2022114
NAV total return is expressed as a percentage change from the
start of the period. It assumes that dividends paid to
shareholders are reinvested at NAV at the time the shares are
quoted ex-dividend.
NAV total return shows performance which is not affected by
movements in share price discounts and premiums. It also
takes into account the fact that different investment
companies pay out different levels of dividends.
Non-executive Director (NED) A non-executive Director is a
member of a companys board of directors who is not part of
the executive team. A non-executive Director typically does
not engage in the day-to-day management of the organisation,
but is involved in policy making and planning exercises.
Official List The Official List (or UKLA Official List) is the list
maintained by the Financial Conduct Authority in accordance
with Section 74(1) of the Financial Services and Markets Act
2000 (the Act) for the purposes of Part VI of the Act.
Ongoing charges figure The ongoing charges figure
includes charges for management of the fund; administration
services; and services provided by external parties, which
include depository, custody and audit, as well as incorporating
the ongoing charges figure from funds held in the portfolio
(taking into account any rebates). The ongoing charges figure
(as a percentage of shareholders’ funds) is an annualised rate
calculated using average net assets over the period in
accordance with the Association of Investment Companies’
(AIC) recommended methodology.
Options Financial contracts that offer the right, but not the
obligation, to buy or sell an asset at a given price on or before a
given date in the future.
Ordinary Share Ordinary Share is the only class of shares
issued and benefits from all the income and capital growth in
the portfolio.
Overweight If an investment company is ‘overweight’ in a
stock, it holds a larger proportion of that stock than the
comparable index or sector.
Payment date The date on which dividends will be paid by
the investment company to investors.
Private debt instruments These instruments not traded on a
stock exchange and typically issued to small groups of
institutional investors.
Public debt instruments These instruments refers to assets
that are listed on a recognised exchange.
REIT (real estate investment trust) A REIT is a company that
owns, operates or finances income-producing real estate.
Retail Prices Index (RPI) A UK inflation index that measures
the rate of change of prices for a basket of goods and services
in the UK, including mortgage payments and council tax.
Leverage When referring to a company, leverage is the level
of a companys debt in relation to its assets. A company with
significantly more debt than capital is considered to be
leveraged. It can also refer to an investment company that
borrows money or uses derivatives to magnify an investment
position.
LIBOR The three-month GBP London Interbank Borrowing
Rate is the rate at which banks borrow money from each other
(in UK pounds) for a three-month period.
Liquidity A company is considered highly liquid if it has
plenty of cash at its disposal. A company’s shares are
considered highly liquid if they can be easily bought or sold
since large amounts are regularly traded.
Local currency (bonds) Refers to bonds denominated in the
currency of the issuer’s country, rather than in a highly traded
international currency, such as the US dollar. The value of local
currency bonds tends to fluctuate more than bonds issued in a
hard currency, as these currencies tend to be less stable.
Long position Refers to ownership of a security held in the
expectation that the security will rise in value.
Macroeconomic Refers to the performance and behaviour of
an economy at the regional or national level. Macroeconomic
factors such as economic output, unemployment, inflation and
investment are key indicators of economic performance.
Sometimes abbreviated to ‘macro’.
Maturity The length of time until the initial investment
amount of a fixed income security is due to be repaid to the
holder of the security.
Mezzanine tranche A generally small layer of corporate debt
positioned between the senior tranche (mostly AAA) and a
junior tranche (unrated, typically called equity tranche).
Modified duration A measure of the sensitivity of a fixed
income security, also called a bond, or bond fund to changes in
interest rates. The higher a bond or bond fund’s modified
duration, the more sensitive it is to interest rate movements.
Monetary policy A central banks regulation of money in
circulation and interest rates.
Morningstar A provider of independent investment
research, including performance statistics and independent
investment company ratings.
Near cash Deposits or investments with similar
characteristics to cash.
Net asset value (NAV) An investment company’s NAV is
calculated by taking the current value of its assets and
subtracting its liabilities.
NAV total return A measure showing how the net asset value
(NAV) per share has performed over a period of time, taking
into account both capital returns and dividends paid to
shareholders.
Glossary
115Annual Report and audited Financial Statements • December 2022
Swap A swap is a derivative contract where two parties
agree to exchange separate streams of cash flows. A common
type of swap is an interest rate swap to hedge against interest
rate risk.
Synthetic inflation-linked bonds Refers to securities created
using a combination of assets to simulate the characteristics of
inflation-linked bonds. By buying inflation-linked government
bonds and selling protection against companies defaulting on
their debts, using credit default swaps, the combined synthetic
investment will behave similarly to a physical inflation-linked
bond, had one been issued. Synthetic inflation-linked bonds
are usually created where a company does not have any
inflation-linked bonds in issue.
Tap issuance programme A method of share issuance
whereby the company issues shares over a period of time,
rather than in one sale. A tap issue allows the company to
make its shares available to investors when market conditions
are most favourable.
Total return The term for the gain or loss derived from an
investment over a particular period. Total return includes
income (in the form of interest or dividend payments) and
capital gains.
Treasury shares Shares that the company bought back from
the marketplace and it keeps in its treasury; they do not count
for the distribution of dividends or the calculation of earnings
per share or net asset value per share. Also known as treasury
stock.
Valuation The worth of an asset or company based on its
current price.
Volatility The degree to which a given security, investment
company, fund, or index rapidly changes. It is calculated as the
degree of deviation from the norm for that type of investment
over a given time period. The higher the volatility, the riskier
the security tends to be.
Weighted average life (WAL) The asset-weighted average
number of years to final maturity of the portfolio, based on the
final maturity for all assets/exposures.
Yield This refers to either the interest received from a fixed
income security or to the dividends received from a share. It is
usually expressed as a percentage based on the investment’s
costs, its current market value or its face value. Dividends
represent a share in the profits of a company and are paid out
to the company’s shareholders at set times of the year.
Yield to maturity The total return anticipated on the portfolio
if the underlying bonds are held until maturity.
Revolving credit facility A line of credit (essentially a loan
agreement) is established between a bank and a business
from which the business can draw funds at any time as
needed. The bank sets a ceiling for the loan.
RMBS (Residential mortgage-backed security) A type of
asset-backed security which is collateralised by a portfolio of
residential properties.
Securitise/securitisation The creation and issuance of
tradeable securities, such as bonds, that are backed by the
income generated by an illiquid asset or group of assets. By
pooling a collection of illiquid assets, such as mortgages,
securities backed by the mortgages’ income payments can be
packaged and sold to a wider range of investors.
Senior tranche The highest tranche of a debt security, i.e.
the one deemed least risky. Any losses on the value of the
security are only experienced in the senior tranche once all
other tranches have lost all their value. For this relative safety,
the senior tranche pays the lowest rate of interest.
Share price total return Total return to shareholders,
assuming all dividends received were reinvested at the
mid-market price without transaction costs into the shares of
the company at the time the shares were quoted ex-dividend.
Short position A way for an Investment Manager to express
his or her view that the market might fall in value.
Short dated corporate bonds Fixed income securities issued
by companies and repaid over relatively short periods.
Short dated government bonds Fixed income securities
issued by governments and repaid over relatively short
periods.
SMEs (Small and medium-sized enterprise) A business
defined in the United Kingdom by reference to staff headcount
(less than 250 employees) and annual turnover (less than
£25 million).
SONIA (Sterling Overnight Index Average) SONIA is an
interest rate index administered by the Bank of England and
based on actual transactions. It reflects the average interest
rate that banks pay to borrow sterling overnight from other
banks and institutional investors.
Spread duration A measure of the portfolio’s sensitivity to
changes in credit spreads.
Sub-investment grade bonds Fixed income securities
issued by a company with a low rating from a recognised
credit rating agency. They are considered to be at higher risk
from default than those issued by companies with higher
credit ratings. Default means that a company or government is
unable to meet interest payments or repay the initial
investment amount at the end of a securitys life.
Glossary
116 Annual Report and audited Financial Statements • December 2022116
Strategic report • Governance • Financial • Additional information
Shareholder information and analysis
Website
The Company’s website is mandg.co.uk/
creditincomeinvestmenttrust. The site provides visitors
with Company information and literature downloads.
Annual and Half Year Reports
Copies of the Annual and Half Year Reports may be
obtained from the Company by visiting mandg.co.uk/
creditincomeinvestmenttrust
Share prices and NAV information
The Company’s Ordinary Shares of 1p each are quoted
on the London Stock Exchange’s (LSE) main market for
listed securities:
Ordinary £0.01 shares SEDOL number: BFYYL32 ISIN:
GB00BFYYL325
Ticker: MGCI
LEI: 549300E9W63X1E5A3N24
The codes above may be required to access trading
information relating to the Company on the internet.
The Company’s NAV per share is released monthly to
the London Stock Exchange and published on the
Companys website.
Investing in the Company
The Company’s shares can be bought or sold through a
stockbroker or other financial intermediary.
The Ordinary Shares are permissible assets for a
self-invested personal pension (SIPP) and a small
self-administered scheme (SSAS) and are ‘qualifying
investments’ for the stocks and shares component of an
Individual Savings Account (ISA). Individuals wishing to
invest in shares through an ISA, SIPP or SSAS should,
however, contact their professional advisers regarding
their eligibility.
Share register enquiries
The register for the Ordinary Shares is maintained by
Link Group. In the event of queries regarding your
holding, please contact the Registrar on 0371 664 0300.
Changes of name and/or address must be notified in
writing to the Registrar, at the address shown on page
109. You can check your shareholding and find practical
help on transferring shares or updating your details at
signalshares.com
Dividends
Shareholders who wish to have dividends paid directly
into a bank account rather than by cheque to their
registered address can complete a mandate form for the
purpose. Mandate forms may be obtained from Link
Group on request from the address on page 109 or
downloaded from their website signalshares.com
Alternatively If you have a UK bank account you can sign
up for this service on Signal Shares, if you have already
registered you can log in to record your bank account
details. Once logged in, click on ‘Manage your account
at the top of the screen and then select ‘Payment
Preferences’ to record your bank details.
If you haven’t registered you can do so and update your
bank details immediately. Go to the home screen and
follow the link under ‘Register an account. You’ll need to
enter your investor code, surname and postcode.
The Company operates the BACS system for the
payment of dividends. Where dividends are paid directly
into shareholders’ bank accounts, dividend tax vouchers
are sent to shareholders’ registered addresses.
Key dates
Annual results April
Annual General Meeting June
Half Year results September
Dividends declared January, April, July, October
117Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Shareholder information and analysis
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: theaic.co.uk
Company registration
Registered in England and Wales. Company registration
number 11469317.
Enquiries
Shareholders can contact the Company Secretary, Link
Company Matters Limited at: mandg@linkgroup.co.uk
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 that 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 fca.org.uk/consumers/scams
118 Annual Report and audited Financial Statements • December 2022118
Strategic report • Governance • Financial • Additional information
Other regulatory disclosures
Alternative Investment Fund Managers
(‘AIFM’) Directive
In accordance with the AIFMD, information in relation to
the Companys leverage, pre-investment disclosures and
the remuneration of the Company’s AIFM are required to
be made available to investors.
Leverage
For the purpose of the Alternative Investment Fund
Manager (AIFM) Directive, leverage is any method that
increases the Company’s exposure, including the
borrowing of cash and the use of derivatives.
It is expressed as the ratio of the Companys exposure to
its NAV. This exposure must be calculated in two ways,
the ‘gross method’ and the ‘commitment method’.
Under the gross method, exposure represents the sum
of the absolute values of all positions, so as to give an
indication of overall exposure. Under the commitment
method, exposure is calculated in a similar way, but after
netting off hedges which satisfy certain strict criteria.
The Company’s maximum and actual leverage levels at
31 December 2022 are shown below.
Gross method Commitment
method
Maximum permitted limit 300% 150%
Actual 145% 114%
Pre-investment disclosures
The AIFMD requires certain information to be made
available to investors in AIFs before they invest and
requires that material changes to this information be
disclosed in the Annual Report of each AIF. An Investor
Disclosure Document, which sets out information on the
Companys investment strategy and policies, leverage,
risk, liquidity, administration, management, fees,
conflicts of interest and other shareholder information is
available on the website at mandg.com/dam/
investments/common/gb/en/documents/funds-
literature/credit-income-investment-trust/company-
information-investment-disclosure-document.pdf
There have been no material changes (other than those
reflected in these Financial Statements) to this
information requiring disclosure. Any information
requiring immediate disclosure pursuant to the AIFMD
will be disclosed to the London Stock Exchange through
a primary information provider.
119Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Other regulatory disclosures
Remuneration
In line with the requirements of the Alternative
Investment Fund Managers Directive (‘AIFMD’), M&G
Alternatives Investment Management Limited (the
AIFM’) is subject to a remuneration policy which is
consistent with the principles outlined in the European
Securities and Markets Authority guidelines on sound
remuneration policies under the AIFMD.
The remuneration policy is designed to ensure that any
relevant conflicts of interest can be managed
appropriately at all times and that the remuneration of
employees is in line with the risk policies and objectives
of the alternative investment funds managed by the
AIFM. Further details of the remuneration policy can be
found here: mandgplc.com/our-business/mandg-
investments/mandg-investments-business-policies. The
remuneration policy and its implementation is reviewed
on an annual basis, or more frequently where required,
and is approved by the M&G plc Board Remuneration
Committee. The most recent review found no
fundamental issues with no material changes made to
the policy.
The AIFM is required under the AIFMD to make
quantitative disclosures of remuneration. These
disclosures are made in line with M&G’s interpretation of
currently available guidance on quantitative
remuneration disclosures. As market or regulatory
guidance evolves, M&G may consider it appropriate to
make changes to the way in which quantitative
disclosures are calculated.
The ‘Identified Staff’ of M&G Alternatives Investment
Management Limited are those who could have a
material impact on the risk profile of M&G Alternatives
Investment Management Limited or the AIFs it manages
(including M&G Credit Income Investment Trust plc) and
generally includes senior management, risk takers and
control functions. ‘Identified Staff’ typically provide both
AIFMD and non-AIFMD related services and have a
number of areas of responsibility. Therefore, only the
portion of remuneration for those individuals’ services
which may be attributable to the AIFM is included in the
remuneration figures disclosed. Accordingly the figures
are not representative of any individual’s actual
remuneration. The information needed to provide a
further breakdown of remuneration is not readily
available and would not be relevant or reliable
The amounts shown below reflect payments made in
respect of the financial year 1 January 2022 to
31 December 2022.
Fixed
Remuneration
£’000
Variable
Remuneration
(incl. carried
interest)
£’000
Total
£’000
Benefi-
ciaries
Senior
Management
67 186 253 12
Other
Identified
Staff
3,086 9,868 12,954 35
120 Annual Report and audited Financial Statements • December 2022120
Strategic report • Governance • Financial • Additional information
Notes
121Annual Report and audited Financial Statements • December 2022
Strategic report Governance • Financial • Additional information
Notes
61965_LR_311223