Annual Report and Financial Statements
31 July 2022
PACIFIC HORIZON
INVESTMENT TRUST PLC
Growth
2
: Embracing growth, disruption
and innovation
Notes
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Investment trusts are UK public listed companies and as such comply with the requirements of the Financial Conduct
Authority. They are not authorised or regulated by the Financial Conduct Authority.
Pacific Horizon Investment Trust PLC currently conducts its affairs, and intends to continue to conduct its affairs, so
that the Company’s Ordinary Shares can qualify to be considered as a mainstream investment product and can be
recommended by Independent Financial Advisers to ordinary retail investors in accordance with the rules of the
Financial Conduct Authority in relation to non-mainstream investment products.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000
if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your ordinary shares in Pacific Horizon Investment Trust PLC, please
forward this document, together with any accompanying documents, but not your personalised Form of Proxy, as
soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale
or transfer was or is being effected for delivery to the purchaser or transferee.
1 Financial Highlights
Strategic Report
2 Chairman’s Statement
4 One Year Summary
5 Five Year Summary
6 Ten Year Record
7 Business Review
12 Managers’ Review
16 Valuing Private Companies
17 Statement on Stewardship
18 Environmental, Social and Governance
Engagement
19 Review of Investments
21 List of Investments
24 Distribution of Total Assets, Active Share,
Turnover and Size Splits
Governance Report
25 Directors and Management
26 Directors’ Report
30 Corporate Governance Report
34 Audit Committee Report
36 Directors’ Remuneration Report
38 Statement of Directors’ Responsibilities
Financial Report
39 Independent Auditor’s Report
44 Income Statement
45 Balance Sheet
46 Statement of Changes in Equity
47 Cash Flow Statement
48 Notes to the Financial Statements
Shareholder Information
63 Notice of Annual General Meeting
67 Further Shareholder Information
69 Communicating with Shareholders
69 Automatic Exchange of Information
70 Third Party Data Provider Disclaimer
70 Sustainable Finance Disclosure Regulation
71 Glossary of Terms and Alternative
Performance Measures
Contents
Investor Disclosure Document
The UK Alternative Investment Fund Managers Regulations requires certain information to be
made available to investors prior to their making an investment in the Company. The Company’s
Investor Disclosure Document is available for viewing at pacifichorizon.co.uk.
Pacific Horizon Investment Trust PLC 01
Financial Highlights
Growth
2
: Embracing growth, disruption and innovation
Pacific Horizon’s objective is to invest in the Asia-Pacific
region (excluding Japan) and in the Indian Sub-continent
in order to achieve capital growth.
Source: Baillie Gifford/Refinitiv
and relevant underlying
index providers.
See disclaimer on page •.
NAV total return
Share price total return
Comparative index
total return
J
2021
ASON DJ
F
M
A M
J
2022
J
100
140
120
60
80
NAV, Share Price and
Comparative Index
Total Returns*
(rebased to 100 at 31 July 2021)
Share price total return
*
NAV total return*
Comparative Index
total return
Source: Baillie Gifford/Refinitiv
and relevant underlying
index providers.
See disclaimer on page •.
NAV total return
Share price total return
Comparative index
total return
J
2021
ASON DJ
F
M
A M
J
2022
J
0%
10%
5%
(10%
)
(5%)
Total Returns*
PremiumPremium/(discount)*
Premium/(discount)
plotted as at month
end dates
Share Price -19.3% NAV -14.5% Comparative Index
-8.2%
Financial Highlights – Year to 31 July 2022
* Source: Refinitiv/Baillie Gifford. Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures
on pages 71 and 72.
The comparative index is the MSCI All Country Asia ex Japan Index (in sterling terms).
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 70.
Past performance is not a guide to future performance.
02 Annual Report 2022
This Strategic Report, which includes pages 2 to 24 and incorporates the Chairman’s
Statement, has been prepared in accordance with the Companies Act 2006.
Strategic Report
Strategic Report
Chairman’s Statement
* Calculated on a total return basis. Source: Baillie Gifford/Refinitiv and relevant underlying index providers. See disclaimer on page 70.
The MSCI All Country Asia ex Japan Index (in sterling terms) is the principal index against which performance is measured.
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
Past performance is not a guide to future performance.
Performance
I commented in my report last year that investors should expect
that neither the Company’s absolute, nor relative, returns would be
consistent. Sadly, this cautionary note proved more prescient than
I might have wished. In the year to 31 July 2022, the Company’s
net asset value per share (NAV) declined by 14.5% compared to
a negative total return of 8.2%
* from the MSCI All Country Asia
ex Japan Index in sterling terms. The share price total return for
the year was a negative 19.3%, resulting in the shares ending the
period at a 2.7% discount to the NAV per share having been at
a 3.2% premium a year earlier.
While this loss is disappointing, the causes of the weakness of
Asian markets are well understood: inflation, US dollar interest
rate increases and continued lockdowns in China have all led to
market weakness. This does not however explain the significant
relative underperformance of the portfolio.
Your Board believes the interests of shareholders are best
served through having an actively managed portfolio.
We believe the performance of the Company supports this
view. The underperformance of the Company in the short term
is significantly less than its outperformance in the longer term.
The volatility of performance, like the management fees, is a price
to be paid for the Company being managed on an active basis.
Over the course of the last ten years, shareholders have enjoyed
approximately 6.7 percentage points a year of excess returns
above the comparative index
. Over the full period, this equates
to an aggregate of 174 percentage points of excess total
return over a passive investment strategy represented by
the comparative index
.
The strategy that has achieved this outperformance is investment
in high growth companies that have the potential to make
exceptional returns over the long term. Growth investing has not
been rewarded recently, in part because of higher interest rates
which growth companies can be particularly sensitive to.
Volatility may continue and further significant losses cannot be
ruled out; only an optimist would consider we are out of the
woods yet. As you will see in the Managers’ Report on pages
12 to 15, it is their intention to continue to focus on growth
companies in the future. The Board believes that this strategy has
the potential to continue to serve shareholders well and that the
Managers have clearly demonstrated their ability as a growth
investor in both the period under review and over the long term.
Gearing
The Board continues to set and regularly review the gearing
parameters within which the portfolio manager is permitted to
operate. At present, the agreed range of equity gearing is minus
15% (holding net cash) to plus 15%. As at 31 July 2022, invested
gearing was minus 1% compared to 4% at the start of the
Company’s financial year, reflecting Mr Snell’s current caution.
Gearing is achieved through the use of bank borrowings.
At present the Company has a three year multi-currency revolving
credit facility with The Royal Bank of Scotland International Limited
for up to £100 million, which provides at present for potential
invested gearing of 15.5%.
Earnings and Dividend
Earnings per share increased to a positive 4.21p per share
compared to a deficit of 0.51p per share last year, resulting in the
Company being in a position to pay a final dividend. The Board is
therefore recommending that a final dividend of 3.00p should be
paid, subject to shareholder approval at the Annual General
Meeting (‘AGM’). As highlighted in past reports, investors should
not consider investing in this Company if they require income from
their investment as the Company typically invests in high growth
stocks with little or no yield.
Issuance, Share Buy-backs and Treasury
Over the twelve months to 31 July 2022, the Company issued
3,645,257 shares at a premium to NAV, being 4.1% of the shares
in issue at the start of the Company’s financial year, and also
bought back for treasury a total of 214,000 shares. All of the
issuance occurred in 2021 and all of the buy-backs in 2022.
At the forthcoming AGM in November, the Board will be seeking
10% non pre-emptive issuance authority. Issuance will continue
to be undertaken only at a premium to the NAV per share,
thereby avoiding dilution for existing investors. When the authority
is utilised in this manner, it enhances NAV per share, improving
liquidity in the Company’s shares and spreading the operating
expenses of the Company across a wider base, thus reducing
costs to each shareholder; ongoing charges for the year were
0.74% compared to 0.78% in the prior year.
As part of this year’s AGM business, the Board will also be asking
shareholders to renew the authority to repurchase up to 14.99%
of the outstanding shares on an ad hoc basis, either for
cancellation or to be held in treasury, and also to permit the
Pacific Horizon Investment Trust PLC 03
Strategic Report
re-issuance of any shares held in treasury at a premium to the
NAV per share. The Board intends to use the buy-back authority
opportunistically, taking into consideration not only the level of any
discount but also the underlying liquidity and trading volumes in
the Company’s shares. This allows the Board to address any
imbalance between the supply and demand in the Company’s
shares that results in a large discount to the NAV per share. The
Board remains cognisant that current and potential shareholders
have expressed a desire for continuing liquidity.
The Board believes that the Company benefits from holding any
shares that are bought back in treasury, so that it has the ability
to re-issue these shares in the circumstances described above;
431,726 shares are held in treasury at present.
Private Company Investments
Last year, shareholders approved a change in the Company’s
investment policy which increased the maximum permissible
investment in private companies from 10% to 15% (such
percentage being measured at the point of initial investment).
As at 31 July 2022, the Company had 6.1% of its total assets
invested in five private companies compared to 7.2% and seven
private companies a year earlier, Star Health & Allied Insurance Co
having listed in December 2021 and Delhivery in May 2022.
Details on the process and quantum of private company
valuations undertaken over the year can be found on page 16,
immediately after the Managers’ Review.
Governance and Stewardship
The Board has agreed with the Managers that they will consider
Environmental, Social and Governance (‘ESG’) factors as part
of the investment process. Baillie Gifford advised the Board that
it aims to adopt a position of supportive and constructive
engagement without prescriptive policies or rules, assessing
matters on a case-by-case basis. Although Baillie Gifford has
clearly articulated ESG principles and a detailed policy framework,
the Board accepts that their application, particularly in some of the
developing nations of Asia, and in often quite complex situations,
is necessarily subjective. Some examples of such engagement
can be found on page 18. The Board reviews and challenges the
Managers’ performance in meeting this ESG objective at each
Board meeting and also covers ESG matters with the Managers
as part of an annual strategy session.
A document outlining Baillie Gifford’s Governance and
Sustainability principles can be found on the Baillie Gifford
website at bailliegifford.com and the Company’s voting
record can be found at page 37. Details of the Company’s policy
on socially responsible investment can be found under Corporate
Governance and Stewardship on page 33.
Annual General Meeting
This year’s AGM will take place on 24 November 2022 at the
offices of Baillie Gifford & Co in Edinburgh at 11.00am and
shareholders are encouraged to attend. If doing so, please
endeavour to arrive by 10.50am to allow time to register. There
will be a presentation from Mr Snell who, along with the Directors,
will answer questions from shareholders. I hope to see many of
you there.
Should the situation change, further information will be made
available through the Company’s website at pacifichorizon.co.uk
and the London Stock Exchange regulatory news service.
Outlook
This is not an easy investment environment. The immediate future
is one of elevated inflation levels, higher borrowing costs and likely
tempered consumption. It is therefore important that the Managers
remain alert to new investment opportunities, threats to existing
holdings and maintain a close scrutiny of firms’ operational
performance and financial resilience.
Further underperformance cannot be ruled out. However, a
portfolio containing both structural and cyclical growth companies
seems prudent at present. Patient investors could be rewarded
with significant returns once stock specific fundamentals reassert
themselves.
Angus Macpherson
Chairman
15 September 2022
04 Annual Report 2022
31 July
2022
31 July
2021 % change
Total assets £610.6m £748.0m
Borrowings Nil £60.8m
Shareholders’ funds £610.6m £687.2m
Net asset value per ordinary share 664.65p 777.15p (14.5%)
Share price 647.00p 802.00p (19.3%)
MSCI All Country Asia ex Japan Index (in sterling terms)
†#
527.8 590.2 (10.6%)
Dividend proposed per ordinary share in respect of the financial year 3.00p Nil
Revenue earnings per ordinary share 4.21p (0.51p)
Ongoing charges
‡¶
0.74% 0.78%
(Discount)/premium
‡¶
(2.7%) 3.2%
Active share
83% 93%
Year to 31 July 2022 2021
Total return#
Net asset value per ordinary share
(14.5%) 61.3%
Share price
(19.3%) 59.2%
MSCI All Country Asia ex Japan Index (in sterling terms)
(8.2%) 12.7%
Year to 31 July 2022 2022 2021 2021
Year’s high and low High Low High Low
Net asset value per ordinary share 871.11p 656.64p 804.34p 481.92p
Share price 948.00p 602.00p 906.00p 504.00p
Premium/(discount)
‡¶
11.4% (10.9%) 19.9% (4.7%)
Year to 31 July 2022 2021
Net return per ordinary share
Revenue return 4.21p (0.51p)
Capital return (123.01p) 253.70p
Total return (118.80p) 253.19p
One Year Summary
*
Strategic Report
*
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
The MSCI All Country Asia ex Japan Index (in sterling terms) is the principal index against which performance is measured.
#
Source: Baillie Gifford/Refinitiv and relevant underlying index providers. See disclaimer on page 70.
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
Key Performance Indicator.
Past performance is not a guide to future performance.
The following information illustrates how Pacific Horizon has performed over the year
to 31 July 2022.
Pacific Horizon Investment Trust PLC 05
Past performance is not a guide to future performance.
The following charts indicate how Pacific Horizon has performed relative to its comparative
index
*
and the relationship between share price and net asset value over the five year
period to 31 July 2022.
Annual Share Price and NAV Total Returns
5 Year Total Return Performance
Share Price, Net Asset Value and Index
(figures rebased to 100 at 31 July 2017)
Source:
Baillie Gifford/Refinitiv and relevant underlying index providers
#
.
Dividends are reinvested.
NAV total return
Share price total return
Years to 31 July
2018 2019 2020
2021
2022
(40%)
(20%)
0%
80%
20%
60%
40%
Premium/(discount) to Net Asset Value
(figures plotted on a monthly basis)
Relative Annual Share Price and NAV Total Returns
(compared to the MSCI All Country Asia ex Japan Index*)
Source:
Baillie Gifford/Refinitiv and relevant underlying index providers
#
.
Dividends are reinvested.
NAV total return compared to the total return on the comparative index
*
Share price total return compared to the total return on the
comparative index
*
Years to 31 July
2018 2019 2020
2021
2022
(20%)
0%
20%
60%
40%
Source: Baillie Gifford/
Refinitiv
.
Pacific Horizon premium/(discount)
2017
Years to 31 July
2019 2020
2021
2022
2018
(15%)
(5%)
15%
10%
0%
(10%)
5%
2017
Cumulative to 31 July
2019 2020
2021
2022
2018
Source: Baillie Gifford/Refinitiv and relevant underlying index providers
#
.
Dividends are reinvested.
NAV total return
Share price total return
Comparative index total return*
0
100
300
400
200
Five Year Summary
Strategic Report
*
The MSCI All Country Asia ex Japan Index (in sterling terms) is the principal index against which performance is measured.
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
#
See disclaimer on page 70.
06 Annual Report 2022
Revenue Gearing Ratios
Year to
31 July
Gross
revenue
£’000
Available
for ordinary
shareholders
£’000
Revenue
earnings per
ordinary shares
p
Dividend per
ordinary share
net
p
Ongoing
charges *
%
Invested
gearing *
%
Potential
gearing *
%
2012 3,234 1,491 1.97 1.50 1.26 (2)
2013 2,967 1,242 1.66 1.50 1.15 (1)
2014 2,550 1,019 1.40 1.40 1.01 2 3
2015 1,886 231 0.35 0.35 1.02 8 11
2016 1,331 (182) (0.30) 0.35 1.13 3 4
2017 1,559 (211) (0.38) Nil 1.07 7 9
2018 2,032 (328) (0.60) Nil 1.02 8 10
2019 2,473 8 0.01 Nil 0.99 8 10
2020 3,128 564 0.95 0.25 0.92 4 8
2021 3,561 (402) (0.51) Nil 0.78 4 9
2022 11,067 3,830 4.21 3.00 0.74 (1)
Cumulative Performance (taking 2012 as 100)
At
31 July
Net asset
value
per share *
Net asset
value total
return *
#
Share
price
Share price
total return *
#
Comparative
Index
#
Comparative
Index
total return
#
Retail
price
index
#
2012 100 100 100 100 100 100 100
2013 106 107 105 106 109 112 103
2014 117 119 119 121 113 120 105
2015 115 118 121 125 112 122 107
2016 130 133 134 138 127 142 108
2017 180 185 191 197 159 182 112
2018 204 210 243 250 164 193 116
2019 200 206 214 221 167 201 119
2020 280 288 337 348 171 211 121
2021 452 464 536 553 189 238 126
2022 386 397 433 446 169 219 141
Compound annual returns
5 year 16.5% 16.5% 17.7% 17.7% 1.2% 3.7% 4.7%
10 year 14.5% 14.8% 15.8% 16.1% 5.4% 8.1% 3.5%
*
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
The calculation of earnings per share is based on the net revenue from ordinary activities after taxation and the weighted average number
of ordinary shares (see note 7 on page 51).
#Source: Refinitiv and relevant underlying index providers. See disclaimer on page 70.
Past performance is not a guide to future performance.
Ten Year Record
*
Capital
At
31 July
Total
assets *
£’000
Bank
loans
£’000
Shareholders’
funds *
£’000
Net asset value
per share *
p
Share
price
p
Premium/
(discount) *
%
2012 129,097 129,097 172.01 149.50 (13.1)
2013 134,638 134,638 182.01 156.75 (13.9)
2014 145,063 4,146 140,917 200.95 177.75 (11.5)
2015 139,167 13,997 125,170 197.78 181.63 (8.2)
2016 132,702 5,000 127,702 223.58 201.00 (10.1)
2017 182,523 14,773 167,750 309.15 286.00 (7.5)
2018 225,063 20,183 204,880 351.26 363.00 3.3
2019 223,755 20,405 203,350 344.50 320.00 (7.1)
2020 329,044 24,641 304,403 481.92 504.00 4.6
2021 748,014 60,783 687,231 777.15 802.00 3.2
2022 610,550 610,550 664.65 647.00 (2.7)
Strategic Report
Pacific Horizon Investment Trust PLC 07
Business Model
Business and Status
The Company is an investment company within the meaning of
section 833 of the Companies Act 2006 and carries on business
as an investment trust. Investment trusts are UK public listed
companies and their shares are traded on the London Stock
Exchange. They invest in a portfolio of assets in order to spread
risk. The Company has a fixed share capital although, subject to
shareholder approval, sought annually, it may purchase its own
shares or issue shares. The price of the Company’s shares is
determined, like other listed shares, by supply and demand.
The Company has been approved as an investment trust by
HM Revenue & Customs subject to the Company continuing to
meet the eligibility conditions. The Directors are of the opinion that
the Company has continued to conduct its affairs so as to enable
it to comply with the ongoing requirements of section 1158 of the
Corporation Tax Act 2010 and the Investment Trust (Approved
Company) (Tax) Regulations 2011.
The Company is an Alternative Investment Fund (‘AIF’) for the
purposes of the UK Alternative Investment Fund Managers
Regulations.
Purpose
The Company’s purpose is to conduct business as an investment
trust, investing its assets in accordance with its Investment
Objective, in order to achieve capital growth for shareholders.
Investment Objective
The Company’s objective is to invest in the Asia-Pacific region
(excluding Japan) and in the Indian Sub-continent in order to
achieve capital growth. The Company is prepared to move freely
between the markets of the region as opportunities for growth vary.
The portfolio will normally consist principally of quoted securities.
Investment Policy
P
acific Horizon aims to achieve capital growth principally through
investment in companies listed on the stock markets of the
Asia-Pacific region (excluding Japan) and the Indian Sub-continent.
The Company may also invest in companies based in the region
and in investment funds specialising in the region or particular
countries or sectors within it even if they are listed elsewhere.
The maximum permitted investment in one company is 15%
of total assets at time of investment.
The portfolio contains companies which the Managers have
identified as offering the potential for long term capital
appreciation, irrespective of whether they comprise part of any
index. The portfolio is actively managed and will normally consist
principally of quoted equity securities although unlisted companies,
fixed interest holdings or other non-equity investments may be
held. The maximum exposure to unlisted investments is 15% of
total assets at the time of initial investment. The Company is also
permitted to invest in other pooled vehicles (general, country and
sector specific) that invest in the markets of the region.
In constructing the equity portfolio a spread of risk is created
through diversification and the portfolio will typically consist of
between 40 and 120 companies. Although sector concentration
and the thematic characteristics of the portfolio are carefully
monitored, no maximum limits to stock or sector weights have
been set by the Board except as imposed from time to time by
banking covenants on borrowings.
The Company may use derivatives which will be principally,
but not exclusively, for the purpose of reducing, transferring or
eliminating investment risk in its investments. These typically take
the form of index futures, index options and currency forward
transactions.
The Company has a maximum approved equity gearing level of
50% of shareholders’ funds but, in the absence of exceptional
market conditions, equity gearing is typically less than 25% of
shareholders’ funds. Borrowings are invested in securities when
it is considered that investment opportunities merit the Company
taking a geared position. The Company is also permitted to be
less than fully invested. Cash and equity gearing levels, and the
extent of gearing, are discussed by the Board and Managers at
every Board meeting.
Culture
As an externally managed investment company with no employees,
Pacific Horizon’s culture is expressed through its Board and its
third party service providers, in particular its Managers, in their
interactions with shareholders and other stakeholders. The Board’s
assessment of its own interactions is described in its Section 172
Statement on pages 10 and 11, and the Baillie Gifford Statement
on Stewardship, which describes the Managers’ culture of
constructive engagement, is set out on page 17.
Performance
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
achieving its objectives.
Key Performance Indicators
The Board uses key performance indicators (KPIs) to measure
the progress and performance of the Company over time when
discharging its duties as set out on page 30. These KPIs are
established industry measures and are as follows:
— the movement in net asset value per ordinary share
on a total return basis;
— the movement in the share price on a total return basis;
— the premium/(discount) of the share price to the net asset
value per share; and
— the ongoing charges.
An explanation of these measures can be found in the Glossary of
Terms and Alternative Performance Measures on pages 71 and 72.
The one, five and ten year records for the KPIs can be found
on pages 4, 5 and 6, respectively.
Business Review
Strategic Report
08 Annual Report 2022
In addition to the above, the Board also has regard to the total
return of the Company’s principal comparative index (MSCI All
Country Asia ex Japan Index (in sterling terms)) and considers
the performance of comparable companies.
Across these measures, the Board looks for relative
outperformance over the long term, while remaining mindful
that the nature of the investment policy and the growth
characteristics of the portfolio investments may entail periods of
underperformance over the short and medium term. The Board
is satisfied with the Company’s progress and performance.
Borrowings
During the year, the Company repaid its one year £60 million
multi-currency revolving credit facility with Royal Bank of Scotland
International Limited and obtained a new three year multi-currency
revolving credit facility of up to £100 million with Royal Bank of
Scotland International Limited which expires on 14 March 2025.
At 31 July 2022 there were no outstanding drawings (31 July 2021
– £20,000,000 and US$56,704,000 at interest rates of 0.65977%
and 0.74975% respectively). The main covenants relating to the
loan are that borrowings should not exceed 30% of the
Company’s adjusted net asset value and the Company’s net asset
value should be at least £300 million. There were no breaches in
the loan covenants during the year.
Principal and Emerging Risks
As explained on page 32 there is a process for identifying,
evaluating and managing the risks faced by the Company on a
regular basis. The Directors have carried out a robust assessment
of the principal and emerging risks facing the Company, including
those that would thr
eaten its business model, futur
e performance,
regulatory compliance, solvency or liquidity. There have been no
material changes to the principal risks during the year other than
Climate and Governance Risk being recognised as a principal risk
as opposed to an emerging risk. A description of these risks and
how they are being managed or mitigated is set out below.
The Board considers the ongoing Covid-19 pandemic, geopolitical
tensions, such as those arising from the Russian invasion of
Ukraine, tensions between the USA and China regarding tariffs
and the impact of Brexit to be factors which exacerbate existing
risks, rather than discrete risks, within the context of an investment
trust. Their impact is considered within the relevant risks.
Financial Risk
– the Company’s assets consist mainly of listed
securities (93.6% of the investment portfolio) and its principal and
emerging financial risks are therefore market related and include
market risk (comprising currency risk, interest rate risk and other
price risk), liquidity risk and credit risk. An explanation of those risks
and how they are managed is contained in note 18 to the Financial
Statements on pages 56 to 62. The Board has, in particular,
considered the impact of heightened market volatility during the
Covid-19 pandemic and over recent months due to macroeconomic
and geopolitical concerns. In order to oversee this risk, the Board
considers at each meeting various metrics including regional and
industrial sector weightings, top and bottom stock contributors to
performance along with sales and purchases of investments.
Individual investments are discussed with the portfolio manager
together with general views on the various investment markets
and sectors. A strategy session is held annually.
Investment Strategy Risk
– pursuit of an investment strategy to
fulfil the Company’s objective which the market perceives to be
unattractive or inappropriate, or the ineffective implementation of
an attractive or appropriate strategy, may lead to reduced returns
for shareholders and, as a result, a decreased demand for the
Company’
s shar
es. This may lead to the Company’s shares trading
at a widening discount to their net asset value. To mitigate this risk,
the Board regularly reviews and monitors the Company’s objective
and investment policy and strategy, the investment portfolio and its
performance, the level of discount/premium to net asset value at
which the shares trade and movements in the share register and
raises any matters of concern with the Managers.
Climate and Governance Risk
– perceived problems on
environmental, social and governance (‘ESG’) matters in an investee
company could lead to that company’s shares being less attractive
to investors, adversely affecting its share price, in addition to
potential valuation issues arising from any direct impact of the failure
to address the ESG weakness on the operations or management
of the investee company (for example in the event of an industrial
accident or spillage). Repeated failure by the Managers to identify
ESG weaknesses in investee companies could lead to the
Company’s own shares being less attractive to investors, adversely
affecting its own share price. This is mitigated by the Managers’
strong ESG stewardship and engagement policies which are
available to view on the Managers’ website, bailliegifford.com,
and which have been reviewed and endorsed by the Company,
and which have been fully integrated into the investment process.
Due diligence includes assessment of the risks inher
ent in climate
change (see page 33).
Discount Risk
– the discount/premium at which the Company’s
shares trade relative to its net asset value can change. The risk of
a widening discount is that it may undermine investor confidence in
the Company. T
o manage this risk, the Board monitors the level of
discount/premium at which the shares trade and the Company has
authority to buy back its existing shares, when deemed by the
Board to be in the best interests of the Company and its
shareholders.
Regulatory Risk
– failure to comply with applicable legal and
regulatory requirements such as the tax rules for investment trust
companies, the UKLA Listing Rules and the Companies Act could
lead to suspension of the Company’s Stock Exchange listing,
financial penalties, a qualified audit report or the Company being
subject to tax on capital gains. To mitigate this risk, Baillie Gifford’s
Business Risk, Internal Audit and Compliance Departments provide
regular reports to the Audit Committee on Baillie Gifford’s monitoring
programmes. Major regulatory change could impose disproportionate
compliance burdens on the Company. In such circumstances
representation is made to ensure that the special circumstances
of investment trusts are recognised. Shareholder documents and
announcements, including the Company’s published Interim and
Annual Report and Financial Statements, are subject to stringent
review processes and procedures are in place to ensure adherence
to the Transparency Directive and the Market Abuse Directive with
reference to inside information.
Strategic Report
Pacific Horizon Investment Trust PLC 09
Custody and Depositary Risk
– safe custody of the Company’s
assets may be compromised through control failures by the
Depositary, including breaches of cyber security. To mitigate this
risk, the Audit Committee receives six-monthly reports from the
Depositary confirming safe custody of the Company’s assets held
by the Custodian. Cash and portfolio holdings are independently
reconciled to the Custodian’s records by the Managers who also
agree uncertificated unlisted portfolio holdings to confirmations from
investee companies. The Custodian’s assured internal controls
reports are reviewed by Baillie Gifford’s Business Risk Department
and a summary of the key points is reported to the Audit Committee
and any concerns investigated. In addition, documentary evidence
of the existence of assets is subject to annual external audit.
Operational Risk
– failure of Baillie Gifford’s systems or those
of other third party service providers could lead to an inability to
provide accurate r
eporting and monitoring or a misappropriation
of assets. To mitigate this risk, Baillie Gifford has a comprehensive
business continuity plan which facilitates continued operation of the
business in the event of a service disruption (including any disruption
resulting from the Covid-19 pandemic) or major disaster. The Audit
Committee reviews Baillie Gifford’s Report on Internal Controls and
reports by other key third party providers are reviewed by Baillie
Gifford on behalf of the Board and a summary of the key points is
reported to the Audit Committee and any concerns investigated.
The other key third party service providers have not experienced
significant operational difficulties affecting their respective services
to the Company.
Leverage Risk
– the Company may borrow money for investment
purposes. If the investments fall in value, any borrowings will
magnify the impact of this loss. If borrowing facilities are not
renewed, the Company may have to sell investments to repay
borrowings. The Company can also make use of derivative
contracts. To mitigate this risk, all borrowings require the prior
approval of the Board and leverage levels are discussed by the
Board and Managers at every meeting. Covenant levels are
monitored regularly. The majority of the Company’s investments
are in quoted securities that are readily realisable. Further
information on leverage can be found in note 19 on page 62 and
the Glossary of Terms and Alternative Performance Measures on
pages 71 and 72.
Political and Associated Economic Risk
– the Board is of the
view that political change in areas in which the Company invests
or may invest may have financial consequences for the Company.
Political developments are closely monitor
ed and considered by
the Board, for example in respect of tensions between the USA and
China regar
ding tariffs and unrest in Hong Kong and repercussions
from the Russian invasion of Ukraine. It monitors portfolio
diversification by investee companies’ primary location, to mitigate
against the negative impact of military action or trade barriers.
Following the departure of the UK from the European Union and the
Strategic Report
subsequent trade agreement between the UK and the European
Union, the Board continues to assess the potential consequences
for the Company’s future activities, including those that may arise
from further constitutional change. The Board believes that the
Company’s portfolio, which predominantly comprises companies
listed on the stock markets of the Asia-Pacific region (excluding
Japan) and the Indian Sub-continent, positions the Company to
be suitably insulated from Brexit-related risk.
Cyber Security Risk
– a cyber attack on Baillie Gifford’s network or
that of a third party service provider could impact the confidentiality,
integrity or availability of data and systems. To mitigate this risk, the
Audit Committee reviews Reports on Internal Controls published by
Baillie Gifford and other third party service providers. Baillie Gifford’s
Business Risk Department report to the Audit Committee on the
effectiveness of information security controls in place at Baillie
Gifford and its business continuity framework. Cyber security due
diligence is performed by Baillie Gifford on third party service
providers which includes a review of crisis management and
business continuity frameworks.
Emerging Risks
– as explained on page 32 the Board has regular
discussions on principal risks and uncertainties, including any risks
which are not an immediate threat but could arise in the longer
term. The Board considers that the key emerging risks arise from
the interconnectedness of the global economy and the related
exposure of the investment portfolio to external and emerging
threats such as the societal and financial implications of an
escalation of the Russia-Ukraine military conflict and the tensions
between China and the US, cyber risk and new coronavirus variants
or similar public health threats. This is mitigated by the Managers’
close links to the investee companies and their ability to ask
questions on contingency plans. The Managers believe the impact
of such events may be to slow growth rather than to invalidate the
investment rationale over the long term.
Viability Statement
Notwithstanding that the continuation of the Company is subject
to approval of shareholders every five years, with the next vote
at the Annual General Meeting in 2026, the Directors have, in
accordance with provision 31 of the UK Corporate Governance
Code, published by the Financial Reporting Council, assessed the
prospects of the Company over a three year period. The Directors
continue to believe this period to be appropriate as it is reflective
of the Company’s investment approach. In the absence of any
adverse change to the regulatory environment and the favourable
tax treatment afforded to UK investment trusts, such a period is
one over which they do not expect there to be any significant
change to the current principal risks and to the adequacy of the
mitigating controls in place. The Directors do not envisage any
change in the Company’s strategy or objectives nor do they
foresee any events that would prevent the Company from
continuing in existence over that period.
10 Annual Report 2022
In making this assessment regarding viability, the Directors have
taken into account the Company’s current position and have
conducted a robust assessment of the Company’s principal and
emerging risks and uncertainties (as detailed on pages 8 and 9),
in particular the impact of market risk where a significant fall in
the Asia-Pacific (excluding Japan) and the Indian Sub-continent
equity markets would adversely impact the value of the
investment portfolio. The Directors have also considered the
Company’s investment objective and policy, the level of demand
for the Company’s shares, the nature of its assets, its liabilities
and its projected income and expenditure. The vast majority of
the Company’s investments are readily realisable and can be sold
to meet its liabilities as they fall due. The Company’s primary third
party suppliers, including its Managers and Secretaries,
Custodian and Depositary, Registrar, Auditor and Broker, are
not experiencing significant operational difficulties affecting their
respective services to the Company during this period of remote
working. In addition, as substantially all of the essential services
required by the Company are outsourced to third party service
providers, key service providers can be replaced at relatively short
notice where necessary. Specific leverage and liquidity stress
testing was conducted during the year, including consideration of
the risk of further market deterioration resulting from the Covid-19
pandemic and increasing geopolitical tensions. The stress testing
did not indicate any matters of material concern.
Based on the Company’s processes for monitoring revenue
projections, share price discount/premium, the Managers’
compliance with the investment objective, asset allocation, the
portfolio risk profile, leverage, counterparty exposure, liquidity risk
and financial controls, the Directors have concluded that there is a
reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the next
three years.
Promoting the Success of the Company
(Section 172 Statement)
Under section 172 of the Companies Act 2006, the directors
of a company must act in the way they consider, in good faith,
would be most likely to promote the success of the company
for the benefit of its members as a whole, and in doing so have
regard (amongst other matters and to the extent applicable) to:
a) the likely consequences of any decision in the long term,
b) the interests of the company’s employees, c) the need to foster
the company’s business relationships with suppliers, customers
and others, d) the impact of the company’s operations on the
community and the environment, e) the desirability of the company
maintaining a reputation for high standards of business conduct,
and f) the need to act fairly as between members of the company.
In this context, having regard to Pacific Horizon being an
externally managed investment company with no employees,
the Board considers the Company’s key stakeholders to be:
its existing and potential shareholders; its externally-appointed
managers (Baillie Gifford); other professional service providers
(corporate broker, registrar, auditors and depositary); lenders;
wider society and the environment where applicable.
The Board considers that the interests of the Company’s key
stakeholders are aligned, in terms of wishing to see the Company
deliver sustainable long-term growth in line with the Company’s
stated objective and strategy; and that the Company meets the
highest standards of legal, regulatory, and commercial conduct,
with the differences between stakeholders’ interests being merely
a matter of emphasis on those elements. The Board’s methods
for assessing the Company’s progress in the context of its
stakeholders’ interests are set out below.
The Board places great importance on communication with
shareholders. The Annual General Meeting provides the key forum
for the Board and Managers to present to shareholders on the
Company’s performance and prospects. It also allows shareholders
the opportunity to meet with the Board and Managers and raise
questions and concerns. The Chairman is available to meet with
shareholders as appropriate independently of the Managers
and did so during the year. The Managers meet regularly with
shareholders and their representatives, reporting their views back
to the Board. Directors can also attend shareholder presentations,
in order to gauge shareholder sentiment first hand. Shareholders
may also communicate with members of the Board at any time
by writing to them at the Company’s registered office or to the
Company’s broker. These communication opportunities help inform
the Board when considering how best to promote the success of
the Company for the benefit of all stakeholders in aggregate over
the long term.
The Board seeks to engage with its Managers and other service
providers in a collaborative and collegiate manner, encouraging
open and constructive discussion and debate, whilst also
ensuring that appropriate and regular challenge is brought to the
table and appropriate evaluation conducted. This approach aims
to enhance service levels and strengthen relationships with the
Company’s investment managers and service providers, with a
view to ensuring the interests of the Company are best served
by keeping cost levels proportionate and competitive, and by
maintaining the highest standards of business conduct.
The Company’s operational capacity is limited, as third party
service providers conduct all substantive operations. Nonetheless,
the Board is aware of the need to consider the impact of the
Company’s investment strategy and policy on wider society
and the environment. The Board considers that its oversight
of environmental, social and governance (‘ESG’) matters is an
important part of its responsibility to all stakeholders and that
consideration of ESG factors is aligned with the Managers’
longstanding aim of providing a sustainable basis for adding value
for shareholders. The Board’s review of the Managers includes an
assessment of their ESG approach and its application in making
investment decisions. The Board supports the Managers’
long-term perspective as set out in their investment philosophy on
page 12 and regularly reviews Governance Engagement reports,
which document the Managers’ interactions with investee
companies on ESG matters.
Strategic Report
Pacific Horizon Investment Trust PLC 11
Strategic Report
The Board recognises the importance of keeping the interests
of the Company and its stakeholders, in aggregate, firmly front
of mind in its key decision making. The Company Secretaries
are available at all times to the Board to ensure that suitable
consideration is given to the range of factors to which the
Directors should have regard. In addition to ensuring that the
Company’s stated investment objective was being pursued, key
decisions and actions during the year which required the Directors
to have regard to applicable section 172 factors included:
— arranging of a new £100 million three year multi-currency
revolving credit facility with Royal Bank of Scotland
International Limited on the expiry of the £60 million one year
multi-currency revolving credit facility with Royal Bank of
Scotland International Limited, which enables the Managers
to deploy gearing to improve the Company’s returns to
shareholders in rising markets but retains the flexibility to
reduce borrowings should the need arise;
— the raising of approximately £33 million from new share
issuance, at a premium to net asset value, in order to satisfy
investor demand, which also serves the interests of current
shareholders by spreading the Company’s operating costs
over a wider capital base, thereby reducing costs per share,
and helping to improve liquidity; and
— the buying back of 214,000 of the Company’s own shares
into treasury at a discount to net asset value, for subsequent
reissue, in order to ensure the Company’s shareholders found
liquidity for their shares when natural market demand was
insufficient, and on terms that enhance net asset value for
remaining shareholders.
Employees, Human Rights and Community Issues
The Board recognises the requirement to provide information about
employees, human rights and community issues. As the Company
has no employees, all its Directors are non-executive and all its
functions are outsourced, there are no disclosures to be made in
respect of employees, human rights and community issues.
Gender Representation
As at 31 July 2022, and the date of this report, the Board
comprises five Directors, three male and two female. The
Company has no employees. The Board’s policy on diversity
is set out on page 31.
Environmental, Social and Governance Policy
Details of the Company’s policy on socially responsible investment
can be found under Corporate Governance and Stewardship on
page 33 with more details of the Managers’ approach to socially
responsible investment set out under Environmental, Social and
Governance Considerations in the Managers’ Review on page 15
and the Baillie Gifford Statement on Stewardship on page 17.
The Managers are signatories to the United Nations Principles for
Responsible Investment and the Carbon Disclosure Project, the
Net Zero Asset Managers Initiative and are also members of the
International Corporate Governance Network and the Asian
Corporate Governance Association.
The Company considers that it does not fall within the scope of
the Modern Slavery Act 2015 and it is not, therefore, obliged to
make a slavery and human trafficking statement. In any event,
the Company considers its supply chains to be of low risk as its
suppliers are typically professional advisers. A statement by the
Managers under the Act has been published on the Managers’
website at bailliegifford.com.
12 Annual Report 2022
Managers’ Review
* Source: Baillie Gifford/Refinitiv and relevant underlying index providers. See disclaimer on page 70.
For a definition of terms see Glossary of Terms
and Alternative Performance Measures on pages 71 and 72.
Past performance is not a guide to future performance.
Strategic Report
Overview
Over the coming decades we believe Asia will be one of the
world’s fastest growing regions and we strive to be invested in its
fastest growing companies. It is growth multiplied by growth or, as
we like to call it, ‘Growth²’.
Our investment philosophy has added significant value for
shareholders over the long term. However, by running a
differentiated, high conviction portfolio, there will inevitably be
short periods of time when we are out of favour with the market,
and this has been one such year.
Surging global inflation, exacerbated by events such as war in
Ukraine and continued lockdowns in China, led to rising interest
rates, significantly tighter global monetary conditions and volatile
markets. Such an environment has been a headwind for our
growth-oriented investment style.
Consequently, after several years of extremely strong
performance, this year saw the Company’s NAV and share price
decreasing by 14.5%
* and 19.3%* respectively. This is compared
to the comparative index, the MSCI All Country Asia ex Japan
Index, in sterling terms, which had a negative total return of 8.2%
*.
Longer term performance remains strong; the Company’s NAV
having outperformed the comparative index by 12.8 percentage
points per annum over the past 5 years.
Although the shorter-term outlook for Asian markets is uncertain,
we remain optimistic. Following the significant falls in share prices
across the region, valuations appear even more attractive, and we
continue to have confidence in the outlook for the companies in
the portfolio. It is noteworthy that over the next year our holdings
on average are valued at nearly the same price to earnings multiple
as that of the comparative index (12.6 vs. 12.2), yet they are
expected to grow their earnings at a faster rate (14.7% vs. 9.1%).
The broad overall shape of the portfolio remains similar to last
year, with significant exposure to both cyclical growth, particularly
materials and energy, and secular growth, including technology
and consumer, companies. However, notable changes have
included a significant reduction in India, which funded increases in
exposure to China, where we have been significantly underweight
for some time, and Indonesia.
Gearing was reduced from 4% to zero over the period, and the
unlisted portion of the portfolio decreased from 7.2% to 6.1% as
two of our private companies listed on public markets.
Our long-term enthusiasm for the region remains strong. The risks
and opportunities from increased disruption are here to stay. In our
view, the market’s focus on geopolitics and capital flows misses
the bigger picture: that of a global rise in digital penetration,
technological change and the growth of the Asian middle class.
These fundamentals will underpin development in the region for
decades to come. We believe that the best way to invest in this
rapidly changing growth market is to find its best long-term growth
companies.
Philosophy
We are growth investors endeavouring to invest in the top twenty
percent of the fastest growing companies in the region. We are
patient and seek out companies whose business models and
management teams are likely to fulfil their ambitions. We look for
areas where our ideas give us an edge over the market over a long
timeframe.
Across the region we have found the most persistent source of
outperformance to be those companies that can grow their profits
faster than the market, in hard currency terms, over the long term.
This trend persists irrespective of starting valuations. Consequently,
our research is singularly focused on finding those companies
whose share prices can at least double, in sterling terms, on a
five-year view and we expect most of this doubling to come from
earnings growth.
We are particularly interested in three specific and persistent
inefficiencies:
1) Underappreciated growth duration
We believe one of the greatest investment inefficiencies in Asia
(excluding Japan) is to be found in companies with excellent
long-term earnings growth where profits are volatile from one
quarter to the next. The market typically shows an aversion to
such companies, preferring the predictability of smooth profit
generation even if the long-term growth rate turns out to be a
fraction of that achieved by firms more willing to reinvest in their
business and with greater ambition. This presents us with
exciting investment opportunities, but it requires an approach
that allows near-term volatility to be ignored.
2) Underappreciated growth pace
The market consistently underestimates the likelihood of rapid
growth. The evidence shows that most investors cluster around
a narrow range of earnings growth predictions, which can in
turn lead to significant mispricing of those companies with the
potential to grow very rapidly. Our process is focused on finding
these companies. By looking further out and searching for low
probability but high impact growth opportunities, we endeavour
to outperform the broader market. This requires us to think
carefully about probabilities and possibilities, to spend more
time thinking about what can go right rather than what can go
wrong in any investment.
3) Underappreciated growth surprise
The final significant inefficiency in Asia (excluding Japan) lies
in the interaction between top-down and bottom-up investing.
Asia (excluding Japan) investors do not have the luxury of
ignoring macroeconomics. Purely bottom-up investment is a
path to ruin in a universe where industrial and economic cycles
can dominate investment returns over multi-year periods.
The long-term earnings for a vast number of companies –
notably in the financial, materials and industrial sectors – are
determined by exogenous macro factors beyond their control.
This also provides opportunities.
Pacific Horizon Investment Trust PLC 13
Strategic Report
Our analysis shows that while it may pay to invest in those
companies that display consistently high levels of profitability,
the strongest returns are to be found in those companies that
transition from poor levels of profitability to high – a ‘growth
surprise’.
This may seem obvious – rising levels of profitability are
normally accompanied by a re-rating, thereby providing a
two-fold kicker to share price performance – but identifying the
drivers behind this change is the key and has been a significant
source of outperformance for Pacific Horizon. We accept that
timing these inflection points perfectly is impossible, but when
you have an investment horizon measured over many years,
successfully anticipating the future direction of travel is hugely
valuable.
Importantly, we are agnostic as to the type of growth
inefficiency we are exploiting and will invest wherever we
are finding the best opportunities. At times this will lead to a
concentration in particular sectors or countries, and at others
to a much broader, flatter portfolio, but growth will always be
the common theme.
Pacific
Horizon
MSCI AC Asia
ex Japan
Index
Historic earnings growth (5 years
trailing compound annual growth
to 31 July 2022) 20.1% 10.5%
One year forecast earnings growth
(to 31 July 2023) 14.7% 9.1%
Estimated p/e ratio for the current
year (to 31 July 2022) 12.6x 12.2x
Percentage in under £1bn market
cap companies 16.1% 0.1%
Percentage in under £5bn market
cap companies 48.8% 10.7%
Active Share 83.3% n/a
Portfolio Turnover 16.0% n/a
Data as at 31 July 2022, source: Baillie Gifford, UBS PAS, APT, MSCI
(see disclaimer on page 70).
As highlighted in the table above, the growth characteristics of the
current portfolio remain strong, with historic earnings growth and
one-year forecast earnings growth higher than the comparative
index equivalents. The portfolio’s estimated price-to-earnings ratio
for the current year is 12.6 versus 12.2 for the comparative index.
Over the longer term, we believe the higher growth potential of
our holdings more than justifies this multiple.
Portfolio overview
By sector, the shape of the portfolio remains similar to the start
of the period. In absolute terms, our largest exposures remain
focused on the key themes of the rising middle class, technology
and innovation. However, we also have significant exposures to
more cyclical industries including materials, industrials and energy
that respectively make up the first, second and fourth largest
relative positions, versus the comparative index, within the
portfolio. The portfolio’s distribution of assets by geography
and sector are shown on page 24.
There have, however, been notable reductions to some of our
cyclical holdings, in particular materials. Our exposure here can
be divided into two – those materials that are exposed to the
green transition, such as nickel and copper, and those that
are not. It is in the latter where we have been reducing most
significantly with complete sales of companies including Tata Steel
and Jindal Steel & Power (both India steel companies), Vedanta
(iron ore, zinc, aluminium) and RUSAL (aluminium). Most of these
positions were taken during the Covid-19 pandemic when
valuations reached extremely depressed levels despite sound and
growing operations. However, with share prices of companies
such as Vedanta having peaked at more than 500% above its
Covid trough, we struggle to make a case for doubling our money
over the next five years.
Our remaining materials exposure is predominantly to those
metals at the core of the green revolution, copper and nickel.
Copper, as the most cost-effective conductive material, is critical
to capturing, storing and transporting new energy sources, and
demand from green sources could easily grow ten-fold by 2030.
To put that into perspective, green demand could match and
quickly surpass the incremental demand China generated during
the 2000s which created the last commodity super cycle. Nickel
is a critical material in electric vehicle batteries, and demand will
likely significantly outstrip supply as electric vehicle demand
continues to grow exponentially.
By country there have been three noticeable changes.
The first is a reduction to our Indian exposure from a 28.9%
absolute position to 24.2% being a 10 percentage point relative
overweight position to the 14.2% of the comparative index.
This reflects a mixture of macroeconomic factors and valuations,
albeit we remain enthused by the country’s long-term prospects
as demonstrated by India still being the largest country
overweight in the portfolio.
The key issue for the country is rising energy prices. India is
arguably the most sensitive, large Asian country to high oil prices
which will increasingly strain the current account, currency and
growth. This is against a backdrop of rising domestic inflation,
slowing domestic growth and already high valuations.
Fortunately, this is unlikely to lead to a crisis of old, as India enters
this challenging period in reasonably sound financial strength with
foreign exchange reserves of nearly $600bn (roughly double 2012
when the country last faced similar headwinds), decent import
cover and a domestically focused economy less exposed to the
slowing global economy.
Sales were predominantly in ‘old economy’ sectors including, as
mentioned, materials and also housing (DLF) and banking (IDFC
Bank). We are increasingly enthused by the ‘new economy’,
in which 4G mobile networks have brought the internet to the
masses and are catalysing the emergence of a new and exciting
breed of innovative technology focused companies. Our largest
holding in this new economy is Delhivery, the country’s leading
enabler of pan Indian ecommerce logistics. This was a privately
held investment that listed over the period and now accounts for
5.5% of the portfolio. Other notable new economy companies
include Dailyhunt (private company, 4.1%) and Zomato (1.3%).
14 Annual Report 2022
Strategic Report
As noted earlier, reductions in India were used to fund
opportunities in both Indonesia and China. The macro-economic
situation in Indonesia looks increasingly favourable. The country
is one of the biggest beneficiaries of rising raw material prices
across the region with significant exports of coal, palm oil and
nickel (the latter potentially making Indonesia a regional hub for
electric vehicle components). These exports will support a strong
current account, (which is likely to be in a surplus of c.$50bn
by the end the of the year), and the rupiah. Combined with
an underleveraged banking system we believe the domestic
economy looks better placed than it has for many years. During
the period we purchased PT Astra International, Indonesia’s
leading automotive distributor and Bank Rakyat, arguably the best
micro finance company in Asia.
Looking to North Asia, it has been a torrid time for investors in
China. Regulatory clampdowns on the private sector, increasing
geopolitical tensions, Covid-19 lockdowns and problems in the
property market have led to a collapse in investor sentiment:
the MSCI China index is down nearly 50% since its 2021 peak,
while many Chinese companies listed in the USA have fallen
more than 70%.
Whilst we acknowledge many of these issues are serious, we
believe investors have become too pessimistic and significant
long-term value may be emerging. In the technology space in
particular, valuations appear extremely compelling (the core
ecommerce business of Alibaba Group for instance trades on
<5x P/E multiples), and in the long term many of the technology
regulations, such as those combating monopoly practices in the
internet sector, appear broadly sensible and arguably put China
at the forefront of internet regulations globally.
We made significant additions to China taking it from a 18.1%
position to 24.7%, making it the largest absolute country
exposure in the portfolio (albeit still a 5.2 percentage point relative
underweight). The most notable purchases were in the internet
sector where new purchases were made in Baidu.com, Meituan
and Alibaba Group, whilst we also added to a number of existing
holdings including JD.com. Exposure to the Chinese consumer
was increased with new holdings in Midea and Zhejiang Supor
Co, and we added to our green technology holdings including
LONGi Green Energy and Wuxi Lead Intelligent Equipment Co.
Finally, we have been watching geopolitical developments in
Taiwan extremely closely, and it is perhaps here where the biggest
risks to the region and our portfolio lie. It seems inevitable that
China’s position on Taiwan will become an ever more divisive
topic with the West. China’s ambitions for Taiwan are clear –
reunification by 2049, but president Xi desires it much sooner.
Whilst military action is likely unviable within the next five years,
increased non-military coercion appears likely to ratchet over the
coming years. This comes at a time of already increased tensions
between China and the West, and it is notable that an increasingly
hawkish stance against China is the one topic American
politicians appear to agree on. The result is likely to be rising
Chinese and American tensions, and the world increasingly
splitting into two spheres of political, technological and economic
influences. We are considering the implications of such an
eventuality carefully.
Performance
We are long-term investors, running a high conviction growth
portfolio that is index agnostic. Performance will be volatile and
there will be short term periods when we underperform. It is
pleasing that over the past 5 years, the timescale on which we
believe our performance should be judged, the portfolio has
generated significant value for shareholders. However, against an
extremely challenging global backdrop, performance over the past
year, both in absolute and relative terms, was weak.
Soaring inflation and rising interest rates were major headwinds
for our growth-oriented investment style. This was particularly
pronounced in many of our higher growth companies, where the
net present value of the businesses lies in cash flows far into the
future and is greatly diminished by rising discount rates.
In the previous year our performance was helped significantly
by our broadening of the portfolio into more cyclical growth
companies. Unfortunately, as the likelihood of a global recession
increased during the year, compounded by numerous world
events including war in Ukraine, a European energy crisis,
Chinese lockdowns and increasing tensions over Taiwan, our
cyclical holdings were unable to offset the weakness elsewhere
in the portfolio.
By sector, the largest positive contributors to performance were
Consumer Discretionary, Energy and Industrials in that order.
Consumer Discretionary was led by Tata Motors (Indian
automotive company that owns the Jaguar Land Rover Brand)
which was also the single largest stock contributor to returns.
The company continues to see a strong turnaround in its domestic
automotive business, with passenger vehicle market shares now
nearing 15%, and commercial vehicles sales improving. Longer
term, it is the company’s investment in electric vehicles that could
be most valuable. The company has approximately 90% market
share of the domestic electric passenger car market, a strong EV
pipeline and is working with other Tata Group companies,
including Tata Power, Tata Chemicals, Tata Auto Components to
build an EV ecosystem called the ‘Tata UniEVerse’.
Elsewhere in the Consumer Discretionary sector, it was what we
did not own that had the most positive impact on our relative
performance. In particular, a significant underweight position in
Alibaba Group and not holding Tencent were both top five stock
contributors relative to the index. These companies continued to
be impacted in the first half of the period by the continued
regulatory clampdowns in China and broader negative investor
sentiment towards the country. After a very challenging few years,
we are starting to see opportunities emerge in China, and towards
the end of the period started to buy back into the Chinese internet
companies.
Energy was our second-best performing sector, led by the oil and
gas company, Jadestone Energy, which benefitted significantly
from the rising oil price while continuing to operate its assets
extremely efficiently. Industrials were led by Delhivery, which listed
at a premium to its unlisted valuation.
Pacific Horizon Investment Trust PLC 15
Strategic Report
By country, Indonesia was our best performing market, led by our
material holdings including Merdeka Copper Gold and Nickel
Mines. This was followed by Russia, where our sole exposure was
RUSAL, the aluminium producer listed in Hong Kong (now sold),
and South Korea.
By some margin Singapore was our largest detractor. This was
almost entirely due to the poor performance of Sea Limited, which
fell 75.5% over the period and accounted for roughly half of the
portfolio’s entire underperformance. Operationally there were
some moderate setbacks. The company’s hit game, Free Fire,
appears to be reaching peak user numbers, and the company
exited India (having launched its ecommerce operations in August
2021) as it focused more on profitability.
However, Sea Limited appears to be part of a broader trend of
sentiment turning against rapidly growing, loss making technology
companies, especially those in emerging markets listed in the
United States. While many of these share price corrections may
be warranted, we believe the indiscriminate selling across the
sector has failed to discriminate between genuinely strong long
term business models and weaker players. With continued market
share gains across its key ASEAN markets and weakened
competition, we continue to believe Sea Limited is the best
consumer play across the south east Asian region.
China was the other key detractor to performance led by
technology companies Dada Nexus and Kingsoft Cloud. Unlike
Sea Limited, operational deterioration was more prominent,
especially at Kingsoft Cloud Holdings where the company has
been losing market share and moves by the government to
establish its own cloud infrastructure suggest the market will
become significantly more competitive. This led to the holding
being sold.
Our Korea and Taiwan exposure also underperformed, the former
as a number of our industrial cyclicals came under pressure, such
as Koh Young Technology, while Taiwan was the result of our
underweight in TSMC.
By sector, the biggest detractor to our performance was
Financials, which was the best performing sector in the index
(and along with Utilities the only sector to produce positive
absolute returns), but the largest underweight position in the
portfolio. There was also notable weakness in the Information
Technology and Communication Services for reasons already
discussed.
Environmental, Social and Governance Considerations
As growth investors, we are attracted to companies whose
products will benefit from strong future demand. These companies
not only have to produce better and cheaper products and services
than their competitors, but they must also be alert for changes in
the outlooks and attitudes of the societies of which they are part.
Companies that fail to keep pace in this way tend to fail, either
because of falling consumer demand for their products or because
of government intervention in their activities. When taking
investment decisions, we consider the potential positive and
negative impact on society that companies may have, and how
their commercial activities may be perceived by external
stakeholders in the future.
For our long-term investments to be successful, the companies in
which we invest must add value to society. This can be achieved in
various ways. For example, the products of our regenerative
biotech company, L&C Bio, may allow many to benefit from
otherwise unachievable medical cures, our internet companies
provide goods and services at prices and in quantities previously
beyond the reach of many, while our technology holdings are
enabling the fastest increase in human connectivity and information
on record.
Lastly, it is very important to us that the interests of minority
shareholders are upheld. We remain careful to make sure our
investments are aligned with those of majority shareholders and
owners.
Outlook
We remain extremely positive on the long-term outlook for the
region. The rise of the Asian middle class, accelerated by
technology and innovation, continues to be one of the most
powerful investment opportunities of the coming decade. We are
enthused by the number of exciting growth companies we can buy
that are exposed to these themes, many of which are now trading
on historically low valuations.
Against this long-term positive backdrop for Asia, we would
however note that shorter term there are many challenges facing
global markets and rarely has it been harder to predict outcomes.
Our advantage in such a scenario is our long-term investment
approach, ignoring volatility and focusing on finding great
companies that will be winners in Asia over the coming decades.
We also see reasons for optimism. Many of the inflationary causes
effecting the world are likely to subside with the ending of
lockdowns and related monetary stimulus. Such a scenario would
be extremely beneficial to the global economy and very supportive
to growth companies more generally. Asia itself looks well placed,
having run far more prudent fiscal and monetary policies over the
Covid crisis compared to the profligacy of many developed
countries. Over the coming years, the decent growth rates,
sensible interest rates and limited balance sheet expansion across
much of Asia, is likely to compare very favourably to other markets.
The future is to the east.
16 Annual Report 2022
Strategic Report
We aim to hold our private company investments at ‘fair value’
i.e. the price that would be paid in an open-market transaction.
Valuations are adjusted both during regular valuation cycles and
on an ad hoc basis in response to ‘trigger events’. Our valuation
process ensures that private companies are valued in both a fair
and timely manner.
The valuation process is overseen by a valuations committee at
Baillie Gifford which takes advice from an independent third party
(S&P Global). The portfolio managers feed into the process, but
the valuations committee owns the process and the portfolio
managers only receive final valuation notifications once they have
been applied.
We revalue the private holdings on a three-month rolling cycle, with
one-third of the holdings reassessed each month. For investment
trusts, the prices are also reviewed twice per year by the respective
investment trust boards and are subject to the scrutiny of external
auditors in the annual audit process.
Beyond the regular cycle, the valuations committee also monitors
the portfolio for certain ‘trigger events’. These may include:
changes in fundamentals; a takeover approach; an intention to
carry out an Initial Public Offering ‘IPO’; or changes to the valuation
of comparable public companies. Any ad hoc change to the fair
valuation of any holding is implemented swiftly and reflected in
the next published net asset value. There is no delay.
The valuations committee also monitors relevant market indices
on a weekly basis and updates valuations in a manner consistent
with our external valuer’s (S&P Global) most recent valuation
report where appropriate. When market volatility is particularly
pronounced the team undertakes these checks daily.
Recent market volatility has meant that recent pricing has moved
much more frequently than would have been the case with the
quarterly valuations cycle.
Valuing Private Companies
Pacific Horizon Investment Trust
Instruments (lines of stock reviewed)* 6
Quantum of individual (lines of stock) reviewed 27
Quantum of revaluations post review 25
Percentage of portfolio revalued 2+ times 100%
Percentage of portfolio revalued 5+ times 50%
* Excludes Delhivery and Star Health & Allied Insurance Co which listed in the period.
Year to date, most revaluations have been decreases. A handful
of companies have raised capital at an increased valuation.
The average movement in both valuation and share price for
those which have decreased in value is shown below.
Average
movement
in company
valuation*
Average
movement
in share price
Pacific Horizon
(14.70%) (19.31%)
* Excludes Dailyhunt (VerSe Innovation) following a fund raise at a notably higher
valuation. Average movement in company value including Dailyhunt results in (2%)
compared to (14.7%) shown in table .
Data reflecting period 1 August 2021 – 31 July 2022 to align with the Trust’s
reporting period end.
Share prices have decreased more than headline valuations,
which is a result of holding classes of stock with less preferential
liquidation rights and therefore less down side protection.
The share price movement reflects a probability weighted average
of both the regular valuation, which would be realised in an IPO,
and the downside protected valuation, which would normally be
triggered in the event of a corporate sale or liquidation.
Pacific Horizon Investment Trust PLC 17
Strategic Report
Prioritisation of Long-term Value Creation
We encourage our holdings to be ambitious and focus their
investments on long-term value creation. We understand that
it is easy to be influenced by short-sighted demands for profit
maximisation but believe these often lead to sub-optimal
long-term outcomes. We regard it as our responsibility to steer
holdings away from destructive financial engineering towards
activities that create genuine economic and stakeholder value
over the long run. We are happy that our value will often be in
supporting management when others don’t.
A Constructive and Purposeful Board
We believe that boards play a key role in supporting corporate
success and representing the interests of all capital providers.
There is no fixed formula, but it is our expectation that boards
have the resources, information, cognitive and experiential
diversity they need to fulfil these responsibilities. We believe
that good governance works best when there are diverse
skillsets and perspectives, paired with an inclusive culture and
strong independent representation able to assist, advise and
constructively challenge the thinking of management.
Long-term Focused Remuneration with
Stretching Targets
We look for remuneration policies that are simple, transparent
and reward superior strategic and operational endeavour.
We believe incentive schemes can be important in driving
behaviour, and we encourage policies which create genuine
long-term alignment with external capital providers. We are
accepting of significant payouts to executives if these are
commensurate with outstanding long-run value creation, but
plans should not reward mediocre outcomes. We think that
performance hurdles should be skewed towards long-term
results and that remuneration plans should be subject to
shareholder approval.
Baillie Gifford Statement on Stewardship
Our Stewardship Principles
Fair Treatment of Stakeholders
We believe it is in the long-term interests of all enterprises to
maintain strong relationships with all stakeholders – employees,
customers, suppliers, regulators and the communities they exist
within. We do not believe in one-size-fits-all policies and recognise
that operating policies, governance and ownership structures may
need to vary according to circumstance. Nonetheless, we believe
the principles of fairness, transparency and respect should be
prioritised at all times.
Sustainable Business Practices
We believe an entity’s long-term success is dependent on
maintaining its social licence to operate and look for holdings
to work within the spirit and not just the letter of the laws and
regulations that govern them. We expect all holdings to consider
how their actions impact society, both directly and indirectly, and
encourage the development of thoughtful environmental practices
and ‘net-zero’ aligned climate strategies as a matter of priority.
Climate change, environmental impact, social inclusion, tax and
fair treatment of employees should be addressed at board level,
with appropriately stretching policies and targets focused on the
relevant material dimensions. Boards and senior management
should understand, regularly review and disclose information
relevant to such targets publicly, alongside plans for ongoing
improvement.
Baillie Gifford’s over-arching ethos is that we are ‘actual’ investors. We have a responsibility to behave as supportive and constructively
engaged long-term investors. We invest in companies at different stages in their evolution, across vastly different industries and
geographies and we celebrate their uniqueness. Consequently, we are wary of prescriptive policies and rules, believing that these often
run counter to thoughtful and beneficial corporate stewardship. Our approach favours a small number of simple principles which help
shape our interactions with companies.
18 Annual Report 2022
By engaging with companies, we seek to build constructive relationships with them, to better inform our investment activities and,
where necessary, effect change within our holdings, ultimately with the goal of achieving better returns for our shareholders. The three
examples below demonstrate our stewardship approach through constructive, ongoing engagement.
LONGi Green Energy
LONGi Green Energy is a China-based semi-conductor company
mainly engaged in the production of solar panels.
We engaged with LONGi Green Energy to address specifi c
aspects of its supply chain oversight process. The supply chain
for LONGi Green Energy is complex and extends into higher-risk
countries and regions where monitoring can be restricted. Our
direct engagement with company management provided the
answers we required on on-site inspection, auditing and ongoing
monitoring and mitigation steps if breaches are discovered.
We also engaged with LONGi Green Energy to understand the
company’s efforts on recycling and what factors hinder LONGi
Green Energy from embracing a carbon neutrality goal at present.
From the conversation, we know that LONGi Green Energy has
recently formed a specialised team for recycling nearly retired
solar modules. LONGi Green Energy’s latest ESG report and
White Paper on Climate Action detail the company’s emission
reduction targets. Based on a 2020 baseline, by 2030 carbon
emissions within the scope of operations will be reduced by
60 per cent. and the carbon emissions intensity per ton of silicon
material, per watt of cell and per ton of glass will be reduced by
20 per cent.
The company is a pioneer in setting a concrete fi rm-wide
climate action plan, joining various climate-related initiatives,
and constructing its fi rst net-zero factory. We value the efforts
and contributions of LONGi Green Energy to China’s wider
decarbonisation and green transition.
Environmental, Social and Governance Engagement
Strategic Report
Samsung Electronics
Samsung Electronics is a Korea-based company principally
engaged in the manufacture and distribution of memory chips,
phones and electronic components.
While Samsung discloses its carbon emissions, it is yet to
disclose updated carbon reduction targets. Through discussion
with the company’s sustainability team, they recognised the
importance of having carbon reduction targets and explained
that the process of defi ning and setting targets is under w ay.
We strongly encouraged these targets to be set in line with
science-based projections.
Following up on the progress Samsung Electronics was making
towards implementing its ESG strategy, we heard that Samsung
has become a signatory to the United Nations Global Compact
earlier this year. In addition, the number of employees working in
the central ESG team has quadrupled in the past 12 months and
is continuing to grow – emphasising the investment Samsung is
making to embed its sustainability strategy.
Li Ning
Li Ning is the leading domestic branded sportswear retailer in
China. It is in the midst of a positive turnaround where the
company’s sales are playing catch-up to its strong brand image.
The Chinese brand is attracting the younger market and is driving
a signifi cant increase in sales.
In April, we met with the CEO on a range of issues. One of
the areas we wanted to learn more about was its approach to
upholding international labour standards in its sourcing practices
and supply chains. Li Ning confi rmed that it does not use forced
labour and provided more details on its supply chain due
diligence. Li Ning reaffi rmed its commitment to zero forced labour
and supplier sourcing practices. We have encouraged further
transparency in this area and are following up with the company
to learn more about its plans.
© Xinhua/Shutterstock.
LONGi Green Energy
Pacifi c Horizon Investment Trust PLC 19
Review of Investments
A review of the Company’s ten largest investments as at 31 July 2022 is given below and
on the following page.
* For a defi nition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
Delhivery
Delhivery is an Indian logistics company, and the leading
independent provider of end-to-end delivery services, with a
national network used by all ecommerce players. The scale and
modernity of its network has allowed it to deliver both the lowest
costs and a reliable delivery experience, making it one of the
best-placed operators to benefi t from the continued growth of
Indian ecommerce.
This was previously a private company investment.
Geography India
Valuation £33,717,000
% of total assets
* 5.5%
(Valuation at 31 July 2021 £19,501,000)
(% of total assets at 31 July 2021 2.6%)
(Net purchases in year to 31 July 2022 nil)
Samsung Electronics
Samsung is a global leader in semiconductors and electronics.
Its core business is highly cash-generative, and the group has the
fi nancial and human capital that permits it to invest and innovate
at scale.
Geography Korea
Valuation £33,653,000
% of total assets
* 5.5%
(Valuation at 31 July 2021 £1,981,000)
(% of total assets at 31 July 2021 0.3%)
(Net purchases in year to 31 July 2022 £37,671,000)
Dailyhunt (VerSe Innovation)
A private company investment, Dailyhunt is an Indian consumer
media company. Its short form video and news aggregator apps
are popular across the country. Its localised and user-generated
content ensures engagement, which is valued by advertisers
looking to reach the Indian mass-market.
Geography India
Valuation £25,235,000
% of total assets
* 4.1%
(Valuation at 31 July 2021 £14,412,000)
(% of total assets at 31 July 2021 2.0%)
(Net purchases in year to 31 July 2022 £6,373,000)
Jadestone Energy
Jadestone Energy is an exploration and production company with
oil and gas fi elds across Asia-Pacifi c. They acquire smaller assets
from the energy majors, as well as bringing expertise to previously
state-owned fi elds, investing to boost production and extend their
useful life.
Geography Singapore
Valuation £21,754,000
% of total assets
* 3.6%
(Valuation at 31 July 2021 £16,920,000)
(% of total assets at 31 July 2021 2.3%)
(Net purchases in year to 31 July 2022 nil)
Strategic Report
© NurPhoto/Getty Images.
Delhivery
© Samsung.
Samsung Electronics
20 Annual Report 2022
*
For a defi nition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
JD.com
JD.com is the largest Chinese retailer, via its dominant share in
the online ecommerce 3C market, and it is the second-largest
player in overall Chinese ecommerce. It has a strong logistics
network and a focus on customer service, which is driving
increased revenue and market share.
Geography Hong Kong and China
Valuation £20,167,000
% of total assets
* 3.3%
(Valuation at 31 July 2021 £14,885,000)
(% of total assets at 31 July 2021 2.0%)
(Net purchases in year to 31 July 2022 £6,345,000)
Merdeka Copper Gold
An Indonesian copper miner, with the rights to the country’s
second-largest copper and gold deposits. Operationally, it has an
attractive combination of management with a track record, as well
as supportive local shareholders.
Geography Indonesia
Valuation £17,027,000
% of total assets
* 2.8%
(Valuation at 31 July 2021 £12,447,000)
(% of total assets at 31 July 2021 1.7%)
(Net sales in year to 31 July 2022 £1,233,000)
Li Ning
Li Ning is the leading domestic branded sportswear retailer in
China. It is in the midst of a positive turnaround where the
company’s sales are playing catch-up to its strong brand image.
The Chinese brand is attracting the younger market and is driving
a signifi cant increase in sales.
Geography Hong Kong and China
Valuation £16,368,000
% of total assets
* 2.7%
(Valuation at 31 July 2021 £18,613,000)
(% of total assets at 31 July 2021 2.5%)
(Net sales in year to 31 July 2022 nil)
Sea Limited
Sea Limited is one of the leading players in South East Asia within
the gaming markets and online ecommerce. It is an independent
company with signifi cant backing from Tencent. Its markets have
the potential to grow exponentially over the next decade.
Geography Singapore
Valuation £13,839,000
% of total assets
* 2.3%
(Valuation at 31 July 2021 £56,394,000)
(% of total assets at 31 July 2021 7.5%)
(Net sales in year to 31 July 2022 £665,000)
Reliance Industries
The leading conglomerate in India, Reliance’s interests span three
industries but all show ambitious long-term growth, characteristic
of Mukesh Ambani’s leadership. Heavy investment into renewable
energy and modern retail sit alongside its Jio mobile network and
long-standing petrochemicals business.
Geography India
Valuation £13,389,000
% of total assets
* 2.2%
(Valuation at 31 July 2021 £7,015,000)
(% of total assets at 31 July 2021 1.0%)
(Net purchases in year to 31 July 2022 nil)
MMG
MMG is a Hong Kong listed mid-tier global resources company
which explores, develops and mines base metal projects around
the world. Among its portfolio holdings are world class copper
assets in Peru.
Geography Hong Kong and China
Valuation £13,330,000
% of total assets
* 2.2%
(Valuation at 31 July 2021 £20,152,000)
(% of total assets at 31 July 2021 2.7%)
(Net purchases in year to 31 July 2022 nil)
Strategic Report
© Bloomberg/Getty Images.
© VCG/Getty Images.
JD.com
Li Ning
Pacific Horizon Investment Trust PLC 21
List of Investments as at 31 July 2022
Name
Geography
Business
2022
Value
£’000
2022
% of total
assets *
Delhivery
#
India Logistics and courier services provider 33,717 5.5
Samsung Electronics Korea Memory, phones and electronic components
manufacturer 33,653 5.5
Dailyhunt (VerSe Innovation)
Series I Preferred
India Indian news aggregator application 18,902 3.1
Dailyhunt (VerSe Innovation)
Series Equity
India Indian news aggregator application 3,774 0.6
Dailyhunt (VerSe Innovation)
Series J Preferred
India Indian news aggregator application 2,559 0.4
25,235 4.1
Jadestone Energy Singapore Oil and gas explorer and producer 21,754 3.6
JD.com HK/China Online mobile commerce 20,167 3.3
Merdeka Copper Gold Indonesia Indonesian miner 17,027 2.8
Li Ning HK/China Sportswear apparel supplier 16,368 2.7
Sea Limited ADR Singapore Internet gaming and ecommerce 13,839 2.3
Reliance Industries India Indian petrochemical company 13,389 2.2
MMG HK/China Chinese copper miner 13,330 2.2
Tata Motors ADR India Indian automobile manufacturer 13,230 2.2
Zijin Mining Group Co H Shares HK/China Gold and copper miner 12,014 2.0
Samsung SDI Korea Electrical equipment manufacturer 11,911 2.0
ByteDance Series E-1 Preferred
HK/China Social media 11,731 1.9
Bank Rakyat Indonesia Consumer bank 11,325 1.9
LONGi Green Energy HK/China Chinese semiconductor manufacturer 11,220 1.8
HDBank Vietnam Consumer bank 9,922 1.6
Alibaba Group HK/China Online and mobile commerce 9,888 1.6
Samsung Engineering Korea Korean construction 8,979 1.5
Hyundai Mipo Dockyard Korea Korean shipbuilder 8,918 1.5
Star Health & Allied Insurance Co
India Health insurance company 8,769 1.4
PT Astra International Indonesia Automobile distributor 8,717 1.4
Lemon Tree Hotels India Owner and operator of a chain of Indian hotels
and resorts 8,415 1.4
Dragon Capital Vietnam
Enterprise Investments Vietnam Vietnam investment fund 8,308 1.4
Midea A shares HK/China Household appliance manufacturer 8,254 1.4
Meituan HK/China Local services aggregator 8,093 1.3
Phoenix Mills India Commercial property manager 8,059 1.3
Zomato
India Online restaurant search, ordering
and discovery platform 7,939 1.3
Nickel Mines Indonesia Base metals miner 7,096 1.2
Jiangxi Copper Co HK/China Chinese copper miner 7,047 1.2
Indiabulls Real Estate India Domestic and commercial real estate provider 6,998 1.1
Ramkrishna Forgings India Auto parts manufacturer 6,966 1.1
China Oilfield Services H Shares HK/China Oilfield services 6,921 1.1
MediaTek Taiwan Taiwanese electronic component manufacturer 6,701 1.1
Hoa Phat Group Vietnam Steel and related products manufacturer 6,680 1.1
Zhejiang Supor Co HK/China Chinese manufacturer of cookware
and home appliance products 6,571 1.1
TSMC Taiwan Semiconductor manufacturer 6,455 1.1
Strategic Report
22 Annual Report 2022
Name
Geography
Business
2022
Value
£’000
2022
% of total
assets *
Prestige Estate Projects India Owner and operator of residential
real estate properties 6,398 1.0
Ping An Insurance H Shares HK/China Life insurance provider 6,372 1.0
Geely Automobile HK/China Automobile manufacturer 6,187 1.0
Accton Technology Taiwan Server network equipment manufacturer 6,134 1.0
Military Commercial Joint Stock Bank Vietnam Retail and corporate bank 5,749 0.9
Coupang Korea Ecommerce business 5,526 0.9
Kingdee International Software HK/China Enterprise management software distributor 5,490 0.9
Koh Young Technology Korea 3D inspection machine manufacturer 5,471 0.9
Baidu.com HK/China Internet provider 5,452 0.9
PT Vale Indonesia Indonesia Nickel miner 5,224 0.9
SDI Corporation Taiwan Stationery and lead frames for semiconductors
manufacturer 5,209 0.9
Ningbo Peacebird Fashion A Shares HK/China Chinese fashion 5,166 0.8
KH Vatec Company Korea Electronic component and device manufacturer 5,089 0.8
EO Technics Korea Manufacturer and distributor of semiconductor
laser markers 5,001 0.8
Wuxi Lead Intelligent
Equipment Co A Shares
HK/China Manufacturer of electronic capacitors,
solar energy and lithium battery equipment 4,875 0.8
HDFC India Indian mortgage provider 4,581 0.8
Flitto Korea Internet based service provider 4,479 0.7
PT Aneka Tambang Indonesia Nickel miner 4,215 0.7
Dada Nexus ADR HK/China Chinese ecommerce distributor of online
consumer products 4,142 0.7
Korea Zinc Korea Non-ferrous metals smelter and manufacturer 3,785 0.6
PropertyGuru Singapore Real-estate platform 3,706 0.6
S-Fuelcell Korea Fuel cell manufacturer 3,314 0.5
Han’s Laser Technology A Shares HK/China Electronic equipment manufacturer 3,203 0.5
Tsugami Precision HK/China Industrial machinery manufacturer 3,151 0.5
KE Holdings HK/China Chinese real-estate platform 2,559 0.4
KE Holdings ADR HK/China Chinese real-estate platform 560 0.1
3,119 0.5
L&C Bio Korea Medical equipment manufacturer 3,111 0.5
LG Chem Korea Producer of EV batteries 3,088 0.5
Chalice Mining HK/China Miner 2,899 0.5
Ping An Bank A Shares HK/China Consumer bank 2,783 0.5
CIMC Vehicles H Shares HK/China Manufacturer of trailers and trucks 2,767 0.5
SK IE Technology Korea Refining and chemical company 2,623 0.4
Policybazaar India Online financial services platform 2,616 0.4
Kaspi.Kz JSC GDR Kazakhstan Kazakh fintech 2,582 0.4
Skipper India Transmission and distribution structures provider 2,429 0.4
Hypebeast HK/China Digital media and ecommerce company 2,287 0.4
AirTac International Group Taiwan Pneumatic components manufacturer 2,180 0.4
Techtronic Industries HK/China Power tool manufacturer 2,168 0.3
Vinh Hoan Corporation Vietnam Food producer 2,027 0.3
Strategic Report
Pacific Horizon Investment Trust PLC 23
Name
Geography
Business
2022
Value
£’000
2022
% of total
assets *
China Conch Venture HK/China Provider of environmentally-friendly building
materials and solutions 1,933 0.3
Douzone Bizon Korea Enterprise resource planning software developer 1,681 0.3
Nexteer Automotive HK/China Producer of automotive components 1,285 0.2
Huayu Automotive Systems A Shares HK/China Auto parts manufacturer 1,069 0.2
Binh Minh Plastics Joint
Stock Company Vietnam Plastic piping manufacturer 807 0.1
China Conch Environment Protection HK/China Provider of environmentally-friendly building
materials and solutions 788 0.1
Brilliance China Automotive
HK/China Minibus and automotive components manufacturer 495 0.1
Chime Biologics
HK/China Biopharmaceutical company 139 0.1
Eden Biologics
Taiwan Biopharmaceutical company 138 0.0
Philtown Properties
Philippines Property developer 0 0.0
Total Investments 608,539 99.7
Net Liquid Assets
* 2,011 0.3
Total Assets 610,550 1.00
HK/China denotes Hong Kong and China.
Details of the ten largest investments are given on pages 19 and 20 along with comparative valuations.
*
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
Denotes private company (unlisted) investment.
Denotes listed security previously held in the portfolio as an unlisted security.
Denotes suspended investment.
#
In line with the conditions of the IPO, investors with holdings prior to the listing are subject to a lock in period preventing trading of the holding.
This expires on 24 November 2022.
In line with the conditions of the IPO, investors with holdings prior to the listing are subject to a lock in period preventing trading of the holding.
This expires on 10 December 2022.
Listed
equities
%
Unlisted
(private
company)
securities
#
%
Net liquid
assets
%
Total
assets
%
31 July 2022 93.6 6.1 0.3 100.0
31 July 2021 89.7 7.2 3.1 100.0
Figures represent percentage of total assets.
#
Includes holdings in ordinary shares and preference shares.
Strategic Report
24 Annual Report 2022
Distribution of Total Assets
*
, Active Share
, Turnover and Size Splits
Geographical 2022 (2021) Sectoral 2022 (2021)
India 24.2%
(
28.9%
)
Net Liquid Assets 0.3% (3.1%)
Hong Kong
and China
32.4% (29.9%)
including
7.1% (2.9%)
‘A’ Shares*
Korea 17.4% (14.5%)
Taiwan 4.5% (3.5%)
Other 0.4% (2.1%)
Indonesia 8.9% (5.5%)
Vietnam 5.4% (5.6%)
Singapore
6.5% (9.8%)
Consumer Discretionary
20.2% (13.8%)
Communication
Services
9.6% (13.3%)
Energy 6.9%
(4.0%)
Financials 9.9% (8.6%)
Information
Technology
19.5% (17.5%)
Real Estate 4.6% (4.5%)
Healthcare 0.6% (4.0%)
Consumer
Staples
0.3% (0.1%)
Net Liquid Assets
0.3%
(3.1%)
Materials
14.6% (21.0%)
Industrials 13.5% (10.1%)
Active Share
(relative to MSCI All Country Asia
ex Japan Index (in sterling terms))
#
Source:
Baillie Gifford and relevant underlying index providers.
See disclaimer on page 70.
2017
Years to 31 July
2019 2020
2021
2022
2018
0%
20%
80%
100%
40%
60%
Strategic Report
* For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 71 and 72.
#The MSCI All Country Asia ex Japan Index (in sterling terms) is the principal index against which performance is measured.
The Strategic Report which includes pages 2 to 24 was approved by the Board of Directors and signed on its behalf on 15 September 2022.
Angus Macpherson
Chairman
Turnover
Rolling 12 months turnover over 5 years
2017
Y
2019 2020
2021
2018
0%
Source:
Baillie Gifford and relevant underlying index providers.
See disclaimer on page 70.
Pacific Horizon
MSCI All Country Asia ex Japan Index#
>£25bn
£10–25bn £5–10bn
£2–5bn
£1–2bn
% of Portfolio and Index Stocks
<£1bn
0
60
40
30
10
20
50
Size Splits (Market Capitalisation of Investments)
As at 31 July 2022
Pacific Horizon Investment Trust PLC 25
Directors
Angus Macpherson
Angus Macpherson was appointed a Director in 2017 and
Chairman in 2019. He is chief executive of Noble and Company
(UK) Limited, an independent Scottish corporate finance business.
He is currently chairman of Henderson Diversified Income Trust plc
and a non-executive director of Schroder Japan Growth Fund plc,
Hampden & Co PLC, and is the former chairman of JP Morgan
Elect PLC. He was based in Asia between 1995 and 2004 in
Singapore and Hong Kong, latterly as Head of Capital Markets
and Financing for Merrill Lynch for Asia.
Sir Robert Chote
Sir Robert Chote was appointed a Director in 2020. He became
chairman of the Northern Ireland Fiscal Council in 2021 and
was chairman of the Office for Budget Responsibility to 2020.
He previously served as Director of the Institute for Fiscal Studies,
as an advisor to the International Monetary Fund and as
Economics Editor of the Financial Times. He is a senior adviser
to governance reform consultancy FMA and a visiting professor
at the Department of Political Economy, Kings College London.
He serves on advisory boards at the Warwick Manufacturing
Group and the Centre for Economic Performance of the London
School of Economics.
Wee-Li Hee
Wee-Li Hee was appointed a Director in 2020. She is an
experienced Asian analyst and fund manager. Brought up in
Singapore, she speaks fluent Mandarin and studied in the UK at
the University of Leeds and the London School of Economics and
Political Science. After graduation, in 2002 she joined First State
Investments in Singapore as an analyst, subsequently moving to
the firm’s Edinburgh office in 2005. Having co-managed Scottish
Oriental Smaller Companies Trust plc she became lead manager
in 2014, stepping back as a result of family commitments to
return to a co-manager role in 2017 and retiring at the end of
2019. She is a CFA Charterholder and a director of Melville
Paisley Investments.
Angela Lane
Angela Lane was appointed a Director in 2018. She is Chairman
of the Audit Committee and is the Senior Independent Director.
She is a qualified accountant and has held several non-executive
and advisory roles for small and medium capitalised companies
across a range of industries. Previously she spent 18 years working
as a private equity investor for 3i plc. She is a non-executive
director of BlackRock Throgmorton Trust plc, Seraphim Space
Investment Trust plc and Dunedin Enterprise Investment Trust
PLC, where she is also chairman of its audit committee, and
former non-executive chairman of Huntswood CTC.
Joe Studwell
Richard Frank (‘Joe’) Studwell was appointed a Director in 2018.
He has spent over 25 years working in East Asia as a journalist,
independent researcher at Dragonomics and author under the
name of Joe Studwell. His published works include Asian
Godfathers: Money and Power in Hong Kong and South-East
Asia and How Asia Works: Success and Failure in the World’s
Most Dynamic Region.
All of the Directors are members of the Nomination, Management
Engagement and Audit Committee.
Managers and Secretaries
The Company has appointed Baillie Gifford & Co Limited, a wholly
owned subsidiary of Baillie Gifford & Co, as its Alternative
Investment Fund Manager and Company Secretaries. Baillie
Gifford & Co Limited has delegated portfolio management
services to Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub-delegated to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited.
Baillie Gifford & Co is an investment management firm formed in
1927 out of the legal firm Baillie & Gifford, WS, which had been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust managers in
the UK and currently manages thirteen investment trusts. Baillie
Gifford also manages a listed investment company and open
ended investment companies, together with investment portfolios
on behalf of pension funds, charities and other institutional clients,
both in the UK and overseas. Funds under the management or
advice of Baillie Gifford totalled around £247 billion at 31 July
2022. Based in Edinburgh, it is one of the leading privately owned
investment management firms in the UK, with 51 partners and a
staff of around 1,700.
The manager of Pacific Horizon’s portfolio is Roderick Snell who
was appointed deputy manager in September 2013 and became
lead manager in June 2021. Roderick has been a member of the
Emerging Markets team at Baillie Gifford since 2008, with a focus
on Asia-Pacific.
Baillie Gifford & Co Limited and Baillie Gifford & Co are both
authorised and regulated by the Financial Conduct Authority.
Directors and Management
Governance Report
26 Annual Report 2022
Governance Report
The Directors present their Report together with the Financial
Statements of the Company for the year to 31 July 2022.
Corporate Governance
The Corporate Governance Report is set out on pages 30 to 33
and forms part of this Report.
Managers and Company Secretaries
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie
Gifford & Co, has been appointed as the Company’s Alternative
Investment Fund Manager (‘AIFM’) and Company Secretaries.
Baillie Gifford & Co Limited has delegated portfolio management
services to Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub-delegated to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited.
The Investment Management Agreement sets out the matters
over which the Managers have authority in accordance with the
policies and directions of, and subject to restrictions imposed by,
the Board. The Managers may terminate the Management
Agreement on six months’ notice and the Company may
terminate on three months’ notice. Compensation fees would only
be payable in respect of the notice period if termination were to
occur within a shorter notice period. The Board is of the view that
calculating the fee with reference to performance would be
unlikely to exert a positive influence on performance.
The annual management fee is 0.75% on the first £50 million of net
assets, 0.65% on the next £200 million of net assets and 0.55% on
the remaining net assets.
The Board considers the Company’s investment management
and secretarial arrangements on an ongoing basis and a formal
review is conducted by the Management Engagement Committee
annually.
The following topics, amongst others, are considered in the review:
the quality of the personnel assigned to handle the Company’s
affairs;
— the investment process and the results achieved to date; and
— the administrative services provided by the Secretaries.
Following the most recent review, it is the opinion of the
Management Engagement Committee that the continuing
appointment of Baillie Gifford & Co Limited as AIFM and
Secretaries, and the delegation of the investment management
services to Baillie Gifford & Co and the further sub-delegation
of dealing activity and transaction reporting to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited,
on the terms agreed, is in the interests of shareholders as a
whole due to the strength of the investment management team,
the Managers’ commitment to the investment trust sector
and the quality of the secretarial and administrative functions.
In undertaking the review, the Directors also considered the
execution of the agreed investment strategy and the relative
performance over the medium term.
Depositary
The Bank of New York Mellon (International) Limited has been
appointed as the Company’s Depositary in accordance with the
requirements of the UK Alternative Investment Fund Managers
Regulations.
The Depositary’s responsibilities include cash monitoring,
safe keeping of the Company’s financial instruments, verifying
ownership and maintaining a record of other assets and
monitoring the Company’s compliance with investment limits
and leverage requirements. The Company’s Depository also
acts as the Company’s Custodian.
Directors
Information about the Directors, including their relevant
experience, can be found on page 25.
All of the Directors are retiring at the Annual General Meeting
(‘AGM’) and all are offering themselves for re-election. Following
formal performance evaluation, the Chairman confirms that the
Board considers that each Director’s performance continues
to be effective and that they remain committed to the Company
and capable of devoting sufficient time to their roles. The Board
therefore recommends their re-election to shareholders.
Director Indemnification and Insurance
The Company has entered into qualifying third party deeds of
indemnity in favour of each of its Directors. The deeds, which
were in force during the year to 31 July 2022 and up to the date
of approval of this report, cover any liabilities that may arise to a
third party, other than the Company, for negligence, default or
breach of trust or duty. The Directors are not indemnified in respect
of liabilities to the Company, any regulatory or criminal fines, any
costs incurred in connection with criminal proceedings in which
the Director is convicted or civil proceedings brought by the
Company in which judgement is given against him/her. In addition,
the indemnity does not apply to any liability to the extent that it is
recovered from another person. The Company also maintains
Directors’ and Officers’ liability insurance.
Conflicts of Interest
Each Director submits a list of potential conflicts of interest to
the Nomination Committee on an annual basis. The Committee
considers these carefully, taking into account the circumstances
surrounding them and makes a recommendation to the Board
on whether or not the potential conflicts should be authorised.
Board authorisation is for a period of one year.
Having considered the lists of potential conflicts there were no
situations which gave rise to a direct or indirect interest of a
Director which conflicted with interests of the Company.
Dividends
The Company’s objective is that of generating capital growth.
Consequently, the Managers do not invest in companies based
on the level of income they may pay out as dividends.
As highlighted previously, the Board does not intend to draw on
the Company’s revenue reserve to pay or maintain dividends.
This year the net revenue available for distribution to shareholders
amounted to £3,830,000, which is of sufficient magnitude to
require a distribution to be made to maintain investment trust
status.
Directors’ Report
Pacific Horizon Investment Trust PLC 27
The Directors are therefore recommending the payment of a final
dividend of 3.00 pence per share. If approved, the recommended
final dividend on the ordinary shares will be paid on 29 November
2022 to shareholders on the register at the close of business on
28 October 2022. The ex-dividend date is 27 October 2022.
The Company’s Registrar offers a Dividend Reinvestment Plan
(see page 67) and the final date for elections for this dividend is
8 November 2022.
Share Capital
Capital Structure
The Company’s capital structure as at 31 July 2022 consists of
91,860,961 ordinary shares of 10p each (2021 – 88,429,704
ordinary shares), see note 13. At 31 July 2022, 214,000 shares
were held in treasury. There are no restrictions concerning the
holding or transfer of the Company’s ordinary shares and there
are no special rights attached to any of the shares.
Dividends
The ordinary shares carry a right to receive dividends. Interim
dividends are determined by the Directors, whereas the proposed
final dividend is subject to shareholder approval.
Capital Entitlement
On winding up, after meeting the liabilities of the Company, the
surplus assets will be paid to ordinary shareholders in proportion
to their shareholdings.
Voting
Each ordinary shareholder present in person or by proxy is
entitled to one vote on a show of hands and, on a poll, to one
vote for every share held.
Major Interests Disclosed in the Company’s Shares
Name
Ordinary 10p
shares held
at 31 July 2022
% of
issue
Sarasin and Partners LLP (indirect)* 7,757,676 8.4
* Previously disclosed as A&OT Investments Limited (direct).
Holdings above are stated as per the most recent notification to
a Regulatory Information Service. There have been no changes
to the major interests in the Company’s shares disclosed up to
14 September 2022.
Annual General Meeting
The details of this year’s AGM, including the proposed resolutions
and information on the deadlines for proxy appointments, can be
found on pages 63 to 66. Shareholders who hold shares in their
own name on the main register will be provided with a Form of
Proxy. If you hold shares through a share platform or other
nominee, the Board would encourage you to contact these
organisations directly as soon as possible to arrange for you to
vote at the AGM. The resolutions relating to the renewal of the
Directors’ authorities to issue and buy back shares, are explained
in more detail below.
Issuance of Shares
At the last Annual General Meeting, the Directors were granted
shareholders’ approval for a general authority to issue shares
and also an authority to issue shares or sell shares held in treasury
on a non pre-emptive basis (without first offering such shares to
existing shareholders pro-rata to their existing holdings) for cash
up to an aggregate nominal amount of £844,297. Both authorities
expire at the forthcoming Annual General Meeting and the Directors
are seeking shareholders’ approval to renew them for a further year,
as detailed below.
During the year to 31 July 2022 the Company bought back
214,000 shares (representing 0.2% of the issued share capital
at 31 July 2021) at a discount to net asset value at a cost of
£1,454,000 which are held in treasury. In addition, the Company
issued a total of 3,645,257 shares on a non pre-emptive basis
(nominal value £365,000 representing 4.1% of the issued share
capital at 31 July 2021) at a premium to net asset value (on the
basis of debt valued at par value) on 25 separate occasions at
a weighted average price of 906.01 pence per share raising net
proceeds of £32,957,000. Between 1 August and 14 September
2022, no further shares were issued and 217,726 shares were
bought back. 431,726 shares were held in treasury as at
14 September 2022.
Resolution 11 in the Notice of Annual General Meeting seeks
a general authority for the Directors to issue ordinary shares
up to an aggregate nominal amount of £916,432. This amount
represents approximately 10% of the Company’s total ordinary
share capital in issue at 14 September 2022, being the latest
practicable date prior to the publication of this document, and
meets institutional guidelines. No issue of ordinary shares will be
made pursuant to the authorisation in Resolution 11 which would
effectively alter the control of the Company without the prior
approval of shareholders in general meeting.
Resolution 12 which is being proposed as a special resolution,
seeks to renew the Directors’ authority to allot equity securities,
or sell treasury shares, for cash without having to offer such
shares to existing shareholders pro-rata to their existing holdings,
up to a total nominal amount of £916,432 representing
approximately 10% of the Company’s total issued ordinary share
capital as at 14 September 2022, being the latest practicable
date prior to publication of this document.
The Directors consider that the authority proposed to be granted
by Resolution 12 continues to be advantageous when the
Company’s shares trade at a premium to net asset value and the
level of natural liquidity in the market is unable to meet demand.
The Directors do not intend to use this authority to sell or issue
ordinary shares on a non pre-emptive basis at a discount to net
asset value. While the level of the authority being sought is greater
than the 5% recommended by the Pre-Emption Group in their
Statement of Principles on disapplying pre-emption rights, it is
specifically recognised in the Statement of Principles that, where
an investment trust is seeking authority to issue shares at a
premium to the underlying net asset value per share, this should
not normally raise concerns and the Directors consider the
greater flexibility provided by this authority to be justified in the
circumstances.
Governance Report
28 Annual Report 2022
Governance Report
The authorities sought in Resolutions 11 and 12 will continue until
the conclusion of the Annual General Meeting to be held in 2023
or on the expiry of 15 months from the passing of the resolutions,
if earlier.
Such authorities will only be used to issue shares or sell shares
from treasury at a premium to net asset value and only when the
Directors believe that it would be in the best interests of the
Company to do so. The Directors believe that the ability to buy
back shares at a discount and re-sell them or issue new shares
at a premium are useful tools in smoothing supply and demand.
Market Purchase of Own Shares by the Company
Resolution 13 seeks shareholders’ approval (by way of a special
resolution) to renew the authority to purchase up to 14.99 per
cent. of the ordinary shares in issue (excluding treasury shares) as
at 14 September 2022, being the latest practicable date prior to
publication of this document (or, if less, up to 14.99 per cent. of
the ordinary shares in issue (excluding treasury shares) on the
date on which the resolution is passed). This authority will expire
at the end of the Annual General Meeting of the Company to be
held in 2023. Such purchases will only be made at a discount to
the prevailing net asset value.
The Company may hold bought back shares in treasury and then:
(a) sell such shares (or any of them) for cash (or its equivalent
under the Companies Act 2006); or
(b) cancel such shares (or any of them).
Shares will only be re-sold from treasury at (or at a premium to)
the net asset value per ordinary share.
Treasury shares do not receive distributions and the Company will
not be entitled to exercise the voting rights attaching to them. In
accordance with the Listing Rules, the maximum price (exclusive
of expenses) that may be paid on the exercise of the authority
shall be an amount equal to the higher of:
(i) 5 per cent. above the average closing price on the London
Stock Exchange of an ordinary share over the five business
days immediately preceding the date of the purchase; and
(ii) the higher of the price of the last independent trade and the
highest current independent bid for such a share on the
London Stock Exchange.
The minimum price (again exclusive of expenses) that may be
paid will be the nominal value of an ordinary share. Purchases of
ordinary shares will be made within guidelines established, from
time to time, by the Board. The Company does not have any
warrants or options in issue. The Directors intend that this
authority, if conferred, will be exercised only if to do so would
result in an increase in net asset value per ordinary share for
the remaining shareholders and if it is in the best interest of
shareholders generally.
Recommendation
The Board considers that all the resolutions to be proposed at the
Annual General Meeting are in the best interests of the Company
and its shareholders as a whole. Accordingly, the Board
unanimously recommends that you vote in favour of all of the
Resolutions, as the Directors intend to do in respect of their own
beneficial shareholdings.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances, bank borrowings and debtors and
creditors that arise directly from its operations such as sales and
purchases awaiting settlement and accrued income. The financial
risk management objectives and policies arising from its financial
instruments and the exposure of the Company to risk are
disclosed in note 18 to the financial statements.
Future Developments of the Company
The outlook for the Company is set out in the Chairman’s Statement
on pages 2 to 3 and the Managers’ Review on pages 12 to 15.
Going Concern
In accordance with the Financial Reporting Council’s guidance on
going concern and liquidity risk, including its Covid-19 guidance,
the Directors have undertaken a rigorous review of the Company’s
ability to continue as a going concern and specifically in the
context of the Covid-19 pandemic.
The Company’s principal and emerging risks are market
related and include market risk, liquidity risk and credit risk.
An explanation of these risks and how they are managed is
contained on pages 8 and 9 and in note 18 to the Financial
Statements. The Board has, in particular, considered the impact
of heightened market volatility since the Covid-19 pandemic and
over recent months due to macroeconomic and geopolitical
concerns, but it does not believe the Company’s going concern
is affected.
The Company’s assets, the majority of which are investments in
quoted securities which are readily realisable, exceed its liabilities
significantly. All borrowings require the prior approval of the Board.
The Board approves borrowing and gearing limits and reviews
regularly the amounts of any borrowing and the level of gearing
as well as compliance with borrowing covenants. The Company
has continued to comply with the investment trust status
requirements of section 1158 of the Corporation Tax Act 2010
and the Investment Trust (Approved Company) Regulations 2011.
The Company’s primary third party suppliers, including its
Managers and Secretaries, Custodian and Depositary, Registrar,
Auditor and Broker, are not experiencing significant operational
difficulties affecting their respective services to the Company.
In accordance with the Company’s Articles of Association,
shareholders have the right to vote on the continuation of the
Company every five years, the next vote being in 2026. The
Financial Statements have been prepared on the going concern
basis; having assessed the principal and emerging risks and other
matters including the impact of the Covid-19 pandemic set out in
the Viability Statement on page 9 (which assesses the prospects
of the Company over a period of three years) it is the Directors’
opinion that the Company will continue in operational existence for
a period of at least twelve months from the date of approval of
these Financial Statements.
Pacific Horizon Investment Trust PLC 29
Articles of Association
The Company’s Articles of Association may only be amended
by special resolution at a general meeting of shareholders.
Disclosure of Information to Auditor
The Directors confirm that so far as each of the Directors is aware
there is no relevant audit information of which the Company’s
Auditor is unaware and the Directors have taken all the steps that
they might reasonably be expected to have taken as Directors in
order to make themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that
information.
Independent Auditor
The Auditor, BDO LLP, is willing to continue in office and,
in accordance with section 489 and section 491(1) of the
Companies Act 2006, resolutions concerning BDO LLP’s
reappointment and remuneration will be submitted to the Annual
General Meeting.
Post Balance Sheet Events
The Directors confirm that there have been no post Balance Sheet
events which require adjustment of, or disclosure in, the Financial
Statements or notes thereto up to 15 September 2022.
Greenhouse Gas Emissions and Streamlined Energy
& Carbon Reporting (‘SECR’)
All of the Company’s activities are outsourced to third parties.
The Company therefore has no greenhouse gas emissions to
report from its operations, nor does it have responsibility for any
other emissions producing sources under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2013.
For the same reasons as set out above, the Company considers
itself to be a low energy user under the SECR regulations and
therefore, is not required to disclose energy and carbon
information.
Bribery Act
The Company has a zero tolerance policy towards bribery and
is committed to carrying out business fairly, honestly and openly.
The Managers also adopt a zero tolerance approach and have
policies and procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
On behalf of the Board
Angus Macpherson
Chairman
15 September 2022
Governance Report
30 Annual Report 2022
The Board is committed to achieving and demonstrating high
standards of Corporate Governance. This statement outlines
how the principles of the 2018 UK Corporate Governance Code
(the ‘Code’), which can be found at frc.org.uk, and the relevant
principles of the Association of Investment Companies Code of
Corporate Governance (the ‘AIC Code’) issued in 2019 were
applied throughout the financial year. The AIC Code provides a
framework of best practice for investment companies and can
be found at theaic.co.uk.
Compliance
The FRC has confirmed that AIC member companies who
report against the AIC Code will be meeting their obligations
in relation to the UK Code (the AIC Code can be found at
theaic.co.uk). The Board confirms that the Company has
complied throughout the year under review with the relevant
provisions of the Code and the recommendations of the AIC
Code with the exception that the Company does not have a
separate internal audit function as explained on page 34.
The Board
The Board has overall responsibility for the Company’s affairs.
It has a number of matters formally reserved for its approval
including strategy, investment policy, currency hedging, gearing,
treasury matters, dividend and corporate governance policy.
A strategy session is held annually. The Board also reviews the
Financial Statements, investment transactions, revenue budgets
and performance of the Company. Full and timely information is
provided to the Board to enable the Board to function effectively
and to allow Directors to discharge their responsibilities.
As at 31 July 2022 and up to the date of this report the Board
comprises five Directors all of whom are non-executive and
independent.
The Chairman, Mr RA Macpherson, is responsible for organising
the business of the Board, ensuring its effectiveness and setting
its agenda.
The executive responsibility for investment management has
been delegated to the Company’s Alternative Investment Fund
Manager (‘AIFM’), Baillie Gifford & Co Limited, and, in the context
of a Board comprising only non-executive Directors, there is no
chief executive officer. Ms AC Lane is the Senior Independent
Director (‘SID’) and, as such, available to shareholders if they have
concerns not properly addressed to the Chairman. The SID leads
the Chairman’s performance appraisal and chairs the Nomination
Committee when it considers the Chairman’s succession.
The Directors believe that the Board has a balance of skills and
experience that enable it to provide effective strategic leadership
and proper governance of the Company. Information about the
Directors, including their relevant experience, can be found on
page 25.
There is an agreed procedure for Directors to seek independent
professional advice, if necessary, at the Company’s expense.
Appointments to the Board
The terms and conditions of Directors’ appointments are set out
in formal letters of appointment which are available for inspection
on request.
Under the provisions of the Company’s Articles of Association,
a Director appointed during the year is required to retire and seek
approval by shareholders at the next Annual General Meeting.
In accordance with the AIC Code of Corporate Governance,
all Directors are subject to annual re-election.
The names of Directors retiring and offering themselves for
re-election together with the reasons why the Board supports
this are set out on page 26.
Independence of Directors
All the Directors are considered by the Board to be independent of
the Managers and free of any business or other relationship which
could interfere with the exercise of their independent judgement.
The Directors recognise the importance of succession planning
for company boards and review the Board’s composition annually.
The Board is of the view that length of service will not necessarily
compromise the independence or contribution of directors of an
investment trust company, where continuity and experience can
be a benefit to the Board. The Board concurs with the view
expressed in the AIC Code that long serving Directors should not
be prevented from being considered independent.
In accordance with the AIC Code of Corporate Governance, all
Directors are subject to annual re-election. Following a formal
performance evaluation, the Board concluded that its members
continued to be independent in character and judgement and
their skills and experience added significantly to the strength of
the Board.
Meetings
There is an annual cycle of Board meetings which is designed to
address, in a systematic way, overall strategy, review of investment
policy, investment performance, marketing, revenue budgets,
dividend policy and communication with shareholders. The Board
considers that it meets sufficiently regularly to discharge its duties
effectively. The table below shows the attendance record for the
core Board and Committee Meetings held during the year,
excluding ancillary and sub-committee meetings. The Annual
General Meeting was attended by all Directors.
Directors’ Attendance at Meetings
Board
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
Number of meetings 4 2 1 1
RA Macpherson 4 2 1 1
RW Chote 4 2 1 1
W Hee 4 2 1 1
AC Lane
4 2 1 1
RF Studwell
4 2 1 1
Corporate Governance Report
Governance Report
Pacific Horizon Investment Trust PLC 31
Chairperson and Directors’ Tenure
The Nomination Committee has considered the question of tenure
for directors and has concluded that there should not be a set
maximum time limit for a director or chairperson to serve on the
Board. The Nomination Committee keeps under review the
balance of skills, knowledge, experience, performance and length
of service of the Directors, ensuring the Board has the right
combination of skills and preservation of knowledge and
experience, balanced with the appointment of new Directors,
bringing in fresh ideas and perspective.
Management Engagement Committee
The role of the Management Engagement Committee is to ensure
that the Managers remain suitable to manage the portfolio, that
the management contract is competitive and reasonable for the
shareholders, and that the Company maintains appropriate
administrative and company secretarial support. All Directors are
members of the Management Engagement Committee, which
is chaired by the Chairman of the Board. The Board considers
each member of the Committee to be independent. To discharge
its duties, the Committee met during the year to consider: the
performance and suitability of the Manager; the terms and
conditions of the AIFM Agreement, including fees; and the
Committee’s Terms of Reference. The Committee’s Terms of
Reference are available on request from the Company and on the
Company’s page of the Managers’ website: pacifichorizon.co.uk.
Nomination Committee
The Nomination Committee consists of all the non-executive
Directors and the Chairman of the Board is Chairman of the
Committee. The Committee meets on an annual basis and at such
other times as may be required. The Committee has written terms
of reference that include reviewing the composition of the Board,
identifying and nominating new candidates for appointment to
the Board, Board appraisal, planning for an orderly succession
including overseeing development of a diverse pipeline for
succession, and training. The Committee also considers whether
Directors should be r
ecommended for re-election by shareholders.
The Committee is responsible for considering Directors’ potential
conflicts of interest and for making recommendations to the Board
on whether or not potential conflicts are material to an individual
Director’s performance.
Diversity Policy
Appointments to the Board are made on merit with due regard
for the benefits of diversity including gender, social and ethnic
backgrounds, cognitive and personal strengths. The priority in
appointing new directors is to identify the candidate with the best
range of skills and experience to complement existing Directors.
The Board therefore does not consider it appropriate to set
diversity targets.
Board Composition
In order to fulfil its obligations, the Board recognises the
importance of having a range of skilled and experienced
Directors, balancing the benefits of length of service and
knowledge of the Company with the desirability of ensuring
regular refreshment of the Board. The Board reviews its
composition annually.
The Committee’s terms of reference are available on request from
the Company and are on the Company’s page of the Managers’
website:
pacifichorizon.co.uk
.
Performance Evaluation
An appraisal of the Chairman, each Director and a performance
evaluation and review of both the Board as a whole and of the
individual Committees was carried out during the year. After inviting
each Director and the Chairman to consider and respond to an
evaluation questionnaire, the performance of each Director was
appraised by the Chairman and the Chairman’s appraisal was led
by Ms AC Lane, the Senior Independent Director.
The appraisals and evaluations considered, amongst other
criteria, the balance of skills of the Board, training and
development requirements, the contribution of individual Directors
and the overall effectiveness of the Board and its Committees.
Following this process, it was concluded that the performance
of each Director, the Chairman, the Board and its Committees
continues to be effective and each Director and the Chairman are
committed to the Company. A review of the Chairman’s and other
Directors’ commitments was carried out and the Board is satisfied
that they are capable of devoting sufficient time to the Company.
There were no significant changes to the Chairman’s other
commitments during the year.
The Board is of the opinion that the use of external consultants
to assist with the evaluation is unlikely to bring any meaningful
benefit to the process, though the option to do so is kept under
review.
Induction and Training
New Directors are provided with an induction programme which
is tailored to the particular circumstances of the appointee.
During the year briefings on industry and regulatory matters
were provided to the Board by the Managers and Secretaries.
Directors receive other relevant training as necessary.
Remuneration
As all the Directors are non-executive there is no requirement for a
separate Remuneration Committee. Directors’ fees are considered
by the Board as a whole within the limits approved by shareholders.
The Company’s policy on remuneration is set out in the Directors’
Remuneration Report on pages 36 and 37.
Governance Report
32 Annual Report 2022
Audit Committee
The report of the Audit Committee is set out on pages 34 and 35.
Internal Controls and Risk Management
The Directors acknowledge their responsibility for the Company’s
risk management and internal controls systems and for reviewing
their effectiveness, including with regard to preparation of the
Company’s Annual Report and Financial Statements. These
systems are designed to manage rather than eliminate the risk
of failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material
misstatement or loss.
The Board confirms that there is a continuing process for
identifying, evaluating and managing the significant risks faced by
the Company in accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting’.
The practical measures to be taken in relation to the design,
implementation and maintenance of control policies and
procedures to safeguard the Company’s assets and to manage
its affairs properly, including the maintenance of effective
operational and compliance controls have been delegated to
the Managers and Secretaries.
The Board oversees the functions delegated to the Managers and
Secretaries and the controls managed by the AIFM in accordance
with the UK Alternative Investment Fund Managers Regulations
(as detailed below). Baillie Gifford & Co’s Internal Audit and
Compliance Departments and the AIFM’s permanent risk function
provide the Audit Committee with regular reports on their
monitoring programmes. The reporting procedures for these
departments are defined and formalised within a service level
agreement. Baillie Gifford & Co conducts an annual review of its
system of internal controls which is documented within an internal
controls report which complies with ISAE 3402 AAF 01/06 –
Assurance Reports on Controls at a Service Organisation. This
report is independently reviewed by Baillie Gifford & Co’s Auditor
and a copy is submitted to the Audit Committee.
A report identifying the material risks faced by the Company and
the key controls employed to manage these risks is reviewed by
the Audit Committee.
These procedures ensure that consideration is given regularly to
the nature and extent of risks facing the Company and that they
are being actively monitored. Where changes in risk have been
identified during the year they also provide a mechanism to
assess whether further action is required to manage these risks.
The Directors confirm that they have reviewed the effectiveness
of the Company’s risk management and internal controls
systems which accord with the FRC guidance ‘Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting’, and they have procedures in place to review their
effectiveness on a regular basis. No significant weaknesses were
identified in the year under review and up to the date of this Report.
The Board confirms that these procedures have been in place
throughout the Company’s financial year and continue to be in
place up to the date of approval of this Report.
To comply with the UK Alternative Investment Fund Managers
Regulations, The Bank of New York Mellon (International) Limited
act as the Company’s Depositary and Baillie Gifford & Co Limited
as its AIFM.
The Depositary’s responsibilities include cash monitoring, safe
keeping of the Company’s financial instruments, verifying
ownership and maintaining a record of other assets and monitoring
the Company’s compliance with investment limits and leverage
requirements. The Depositary is liable for the loss of financial
instruments held in custody. The Depositary will ensure that any
delegate segregates the assets of the Company. The Company’s
Depositary also acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards which are
independently reviewed by its appointed auditors, KPMG LLP.
The reports are reviewed by Baillie Gifford’s Business Risk
Department and a summary of the key points is reported to
the Audit Committee and any concerns are investigated.
The Depositary provides the Audit Committee with a report
on its monitoring activities.
The AIFM has established a permanent risk management function
to ensure that effective risk management policies and procedures
are in place and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks associated
with the management of the portfolio, and the adequacy and
effectiveness of this policy is reviewed and approved at least
annually. This review includes the risk management processes
and systems and limits for each risk area.
The risk limits, which are set by the AIFM and approved by the
Board, take into account the objectives, strategy and risk profile
of the portfolio. These limits including leverage (see page 62
are monitored and the sensitivity of the portfolio to key risks is
undertaken periodically as appropriate to ascertain the impact of
changes in key variables in the portfolio. Exceptions from limits
monitoring and stress testing undertaken by Baillie Gifford’s
Business Risk Department are escalated to the AIFM and
reported to the Board along with remedial measures being taken.
Relations with Shareholders
The Board places great importance on communication with
shareholders. The Company’s Managers meet regularly with
shareholders and their representatives and report shareholders’
views to the Board. The Chairman and Directors also attend
shareholder presentations in London and Edinburgh with the
Managers, as well as maintaining open lines of communication
with market participants and investors in the Company, separate
of the Managers’ involvement, in order to ascertain views on
corporate matters. The Chairman is available to meet with
shareholders as appropriate. Shareholders wishing to communicate
with any members of the Board may do so by writing to them at
the Secretaries’ address or through the Company’s Corporate
Broker, JP Morgan Cazenove (see contact details on the
back cover).
Governance Report
Pacific Horizon Investment Trust PLC 33
Governance Report
The Company’s Annual General Meeting provides a forum
for communication with all shareholders. The level of proxies
lodged for each resolution is announced at the meeting and is
published on the Company’s page of the Managers’ website
pacifichorizon.co.uk
subsequent to the meeting. The notice
period for the Annual General Meeting is at least twenty
working days.
Shareholders and potential investors may obtain up-to-date
information on the Company at pacifichorizon.co.uk.
Corporate Governance and Stewardship
The Company has given discretionary voting powers to Baillie
Gifford & Co. The Managers vote against resolutions they
consider may damage shareholders’ rights or economic interests
and report their actions to the Board.
The Board believes that it is in the shareholders’ interests to
consider environmental, social and governance (‘ESG’) factors
when selecting and retaining investments and has asked the
Managers to take these issues into account as long as the
investment objectives are not compromised. The Managers do
not exclude companies from their investment universe purely on
the grounds of ESG factors but adopt a positive engagement
approach whereby matters are discussed with management
with the aim of improving the relevant policies and management
systems and enabling the Managers to consider how ESG factors
could impact long term investment returns. The Managers’
statement of compliance with the UK Stewardship code can
be found on the Managers’ website at bailliegifford.com.
The Managers’ policy has been reviewed and endorsed by the
Board. Baillie Gifford & Co Limited as the Company’s Manager
has considered the Sustainable Finance Disclosures Regulation
(‘SFDR’) and further details can be found on page 70.
Climate Change
The Board recognises that climate change poses a serious threat
to our environment, our society and to economies and companies
around the globe. Addressing the underlying causes is likely to
result in companies that are high emitters of carbon facing greater
societal and regulatory scrutiny and higher costs to account for
the true environmental impact of their activities.
The Managers believe that carbon footprint metrics in isolation are
unhelpful – that some firms pollute more than others is a mostly
meaningless observation. More significant is the ability of Pacific
Horizon to deploy patient capital into innovative new technologies
with the potential to accelerate the transition away from carbon.
More information is available on the Company’s website at
pacifichorizon.co.uk. An external provider was engaged to map
the carbon footprint of the portfolio. This analysis estimates that
the carbon intensity of Pacific Horizon is 51.1% less than the
index (MSCI All Country Asia ex Japan) and is based on 66.8%
of the value of the Company’s equity portfolio which reports on
carbon emissions and other carbon related characteristics.
Baillie Gifford’s Task Force on Climate-Related Financial
Disclosures (‘TCFD’) Climate Report is available on the Managers’
Website at bailliegifford.com. Baillie Gifford will provide a TCFD
climate report for Pacific Horizon which is expected to be
available during 2023.
The Managers, Baillie Gifford & Co, are signatories to the United
Nations Principles for Responsible Investment and the Carbon
Disclosure Project and are also members of the Asian Corporate
Governance Association and the International Corporate
Governance Network.
On behalf of the Board
Angus Macpherson
Chairman
15 September 2022
34 Annual Report 2022
The Audit Committee consists of all the Directors. The members
of the Committee consider that they have the requisite financial
skills and experience to fulfil the responsibilities of the Committee.
Ms AC Lane is Chairman of the Audit Committee. The Committee’s
authority and duties are clearly defined within its written terms of
reference which are available on request from the Company
Secretaries and at pacifichorizon.co.uk. The terms of reference
are reviewed annually.
The Committee’s effectiveness is reviewed on an annual basis
as part of the Board’s performance evaluation process.
At least once a year the Committee meets with the external
Auditor without any representative of the Managers being present.
Main Activities of the Committee
The Committee met twice during the year and BDO LLP, the
external Auditor, attended one of those meetings, having met with
the Audit Chair prior to the other. Baillie Gifford & Co’s Internal
Audit and Compliance Departments and the AIFM’s permanent
risk function provided reports on their monitoring programmes for
each of these meetings.
The matters considered, monitored and reviewed by the
Committee during the course of the year included the following:
— the preliminary results announcement and the Annual and
Interim Reports;
— the Company’s accounting policies and practices;
— the regulatory changes impacting the Company;
— the fairness, balance and understandability of the Annual
Report and Financial Statements and whether it provided
the information necessary for shareholders to assess the
Company’s performance, business model and strategy;
— the effectiveness of the Company’s internal control
environment;
— the reappointment, remuneration and terms of engagement
of the external Auditor;
— whether the audit services contract should be put out to
tender;
— the policy on the engagement of the external Auditor to supply
non-audit services;
— the independence and objectivity of the external Auditor and
the effectiveness of the audit process;
the need for the Company to have its own internal audit function;
— the internal controls reports received from the Managers and
Custodian; and
— the arrangements in place within Baillie Gifford & Co whereby
their staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other matters.
Internal Audit
The Committee continues to believe that the compliance and
internal controls systems and the internal audit function in place
within the Investment Managers provide sufficient assurance that
a sound system of internal control, which safeguards shareholders’
investment and the Company’s assets, is maintained. An internal
audit function, specific to the Company, is therefore considered
unnecessary.
The external auditor has adopted a wholly substantive approach
to testing and therefore the absence of an internal audit function
has not had an impact on audit procedures.
Financial Reporting
The Committee considers that the most significant areas of risk
likely to impact the Financial Statements are the existence and
valuation of investments, as they represent 99.7% of total assets,
and the accuracy and completeness of income from investments.
The majority of the investments are in quoted securities and
market prices are readily available from independent external
pricing sources. The Committee reviewed Baillie Gifford’s Report
on Internal Controls which details the controls in place regarding
recording and pricing of investments and the reconciliation of
investment holdings to third party data.
The value of all the listed investments as at 31 July 2022 were
agreed to external price sources. The Committee reviewed the
Manager’s valuation policy for investments in unquoted companies
(as described on page 16) and approved the valuation of the
unlisted investments following a detailed review of the valuation of
each investment and relevant challenge where appropriate. The
listed portfolio holdings were agreed to confirmations from the
Company’s custodian and the private company holdings were
agreed to confirmations from the investee companies.
The Committee reviewed the Managers’ Report on Internal
Controls which details the controls in place regarding
completeness and accurate recording of investment income.
The accounting treatment of each special dividend received
or receivable during the year was reviewed by the Managers.
The Committee considered the factors, including the impact of
Covid-19 and increasing geopolitical tensions, that might affect
the Company’s viability over a period of three years and its ability
to continue as a going concern for at least twelve months from
the date of signing of the Financial Statements, together with
reports from the Managers on the cash position and cash flow
projections of the Company, the liquidity of its investment
portfolio, compliance with debt covenants, availability of
borrowing facilities, and the Company’s ability to meet its
obligations as they fall due. The Committee also reviewed the
Viability Statement on page 9 and statement on Going Concern
on page 28 including the potential impact of Covid-19 and
increasing geopolitical tensions. Following this assessment, the
Committee recommended to the Board the appropriateness of
the Going Concern basis in preparing the Financial Statements
and confirmed the accuracy of the Viability Statement and
statement on Going Concern.
The Managers and Auditor confirmed to the Committee that they
were not aware of any material misstatements in the context of
the Financial Statements as a whole and that the Financial
Statements are in accordance with applicable law and accounting
standards.
Internal Controls and Risk Management
The Committee reviewed the effectiveness of the Company’s
risk management and internal controls systems as described
on page 32. No significant weaknesses were identified in the year
under review.
Audit Committee Report
Governance Report
Pacific Horizon Investment Trust PLC 35
External Auditor
To fulfil its responsibility regarding the independence and
objectivity of the external Auditor, the Committee reviewed:
— the Auditor’s audit plan which includes a report from the
Auditor describing its arrangements to manage auditor
independence and received confirmation of its independence;
and
— the extent of non-audit services provided by the external
Auditor. There were no non-audit fees for the year to
31 July 2022.
To assess the effectiveness of the external Auditor, the Committee
reviewed and considered:
— the Auditor’s fulfilment of the agreed audit plan;
— feedback from the Secretaries on the performance of the
audit team; and
— the Audit Quality Inspection Report from the FRC.
To fulfil its responsibility for oversight of the external audit process
the Committee considered and reviewed:
— the Auditor’s engagement letter;
— the Auditor’s proposed audit strategy;
— the audit fee; and
— a report from the Auditor on the conclusion of the audit.
Following a competitive tender process, BDO LLP were
appointed as the Company’s Auditor at the Annual General
Meeting held on 15 November 2017, with Neil Fung-On as the
lead audit partner. The audit partners responsible for the audit are
to be rotated at least once every five years in accordance with
professional and regulatory standards in order to protect
independence and objectivity and to provide fresh challenge to
the business. Accordingly, this will be Neil’s last Pacific Horizon
audit as partner.
BDO LLP has confirmed that it believes it is independent within
the meaning of regulatory and professional requirements and that
the objectivity of the audit partner and staff is not impaired.
Having carried out the review described above, the Committee
is satisfied that the Auditor remains independent and effective for
the purpose of this year’s audit and, as such, has not consider
ed
it necessary to put the audit services contract out to tender.
There ar
e no contractual obligations restricting the Committee
s
choice of Auditor.
Accountability and Audit
The respective responsibilities of the Directors and the Auditor
in connection with the Financial Statements are set out on pages
38 to 43.
On behalf of the Board
Angela Lane
Chairman of the Audit Committee
15 September 2022
Governance Report
36 Annual Report 2022
Directors’ Remuneration Report
This report has been prepared in accordance with the
requirements of the Companies Act 2006.
Statement by the Chairman
The Directors’ Remuneration Policy is subject to shareholder
approval every three years or sooner if an alteration to the policy
is proposed. The Remuneration Policy which is set out below was
approved at the Annual General Meeting in November 2020 and
no changes to the policy are proposed.
The Board reviewed the level of fees during the year taking into
account responsibilities, the increase in RPI and CPI and peer
trust remuneration levels and it was agreed that, with effect from
1 August 2022, the Chairman’s fee would be increased from
£37,500 to £42,000, the other Dir
ectors’ fees would be incr
eased
from £25,000 to £28,000 and the additional fee for the Chairman
of the Audit Committee would be increased from £5,000 to £7,000.
Fees were last increased on 1 August 2021.
Directors’ Remuneration Policy
The Board is composed wholly of non-executive Directors, none
of whom has a service contract with the Company. There is no
separate remuneration committee and the Board as a whole
considers changes to Directors’ fees from time to time. Baillie Gifford
& Co Limited, the Company Secretaries, provide comparative
information when the Board considers the level of Directors’ fees.
The Board’s policy is that the remuneration of Directors should be
set at a reasonable level that is commensurate with the duties and
responsibilities of the role and consistent with the requirement to
attract and retain Directors of the appropriate quality and experience.
The Board believes that the fees paid to the Directors should reflect
the experience of the Board as a whole, be fair and should take
account of the level of fees paid by comparable investment trusts.
Any views expressed by shareholders on the fees being paid to
Directors will be taken into consideration by the Board when
reviewing the Board’s policy on remuneration.
Non-executive Directors are not eligible for any other remuneration or
benefits apart from the reimbursement of allowable expenses. There
are no performance conditions relating to Directors’ fees and there
are no long term incentive schemes or pension schemes. There is
no notice period and no compensation is payable on loss of office.
Limits on Directors’ Remuneration
The fees for the non-executive Directors are payable monthly
win arrears and are determined within the limit set out in the
Company’s Articles of Association which is currently £200,000
per annum in aggregate. Any change to this limit requires
shareholder approval.
The fees paid to Directors in respect of the year ended 31 July
2022 and the expected fees payable in respect of the year ending
31 July 2023 are set out in the table below. The fees payable to
the Directors in the subsequent financial periods will be
determined following an annual review of the Directors’ fees.
Expected
fees for the
year ending
31 July 2023
£
Fees as at
31 July 2022
£
Chairman’s fee 42,000 37,500
Non-executive Director fee 28,000 25,000
Additional fee for Audit Committee Chair 7,000 5,000
Total aggregate annual fees that can be
paid to the Directors in any year under the
Directors’ Remuneration Policy, as set out
in the Company’s Articles of Association 200,000 200,000
Annual Report on Remuneration
An ordinary resolution for the approval of this report will be put
to the members at the forthcoming Annual General Meeting.
The law requires the Company’s Auditor to audit certain of the
disclosures provided in this report. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion is
included in the Independent Auditor’s Report on pages 39 to 43.
Directors’ Remuneration for the Year (audited)
The Directors who served during the year received the following remuneration in the form of fees and taxable benefits. This represents
the entire remuneration paid to the Directors.
Name
2022
Fees
£
2022
Taxable
benefits *
£
2022
Total
£
% change
in year
2021
Fees
£
2021
Taxable
benefits *
£
2021
Total
£
RA Macpherson 37,500 337 37,837 9.7 34,500 34,500
RW Chote (appointed 25 November 2020) 25,000 4,072 29,072 85.3 15,687 15,687
W Hee 25,000 254 25,254 9.8 23,000 23,000
AC Lane (Audit Committee Chair from
10 November 2020) 30,000 3,989 33,989 35.3 25,114 25,114
RF Studwell 25,000 3,662 28,662 24.6 23,000 23,000
EG Creasy (retired 10 November 2020) (100.0) 7,200 7,200
142,500 12,314 154,814 20.5 128,501 128,501
* Comprises expenses incurred by Directors in the course of travel to attend Board and Committee meetings held at the Edinburgh offices
of Baillie Gifford & Co Limited, the Company’s Secretaries. Due to the Covid-19 pandemic, no travel expenses occurred in the year to
31 July 2021.
Governance Report
Pacific Horizon Investment Trust PLC 37
2012
2014 2015
2017
2022
2013
2016 20192018 20212020
Cumulative to 31 July
Source: Refinitiv and underlying data providers.
See disclaimer on page 70.
All figures are total return (see Glossary of Terms and Alternative
Performance Measures on pages 71 and 72).
Pacific Horizon share price
FTSE All-Share Index
MSCI All Country Asia ex Japan Index (in sterling terms).
0
100
600
500
400
200
300
Directors’ Interests (audited)
The Directors at the end of the year under review and their
interests in the Company are as shown in the following table.
There have been no changes intimated in the Directors’ interests
up to 14 September 2022.
Name
Nature
of interest
Ordinary 10p
shares held at
31 July 2022
Ordinary 10p
shares held at
1 August 2021
RA Macpherson Beneficial 42,000 42,000
RW Chote Beneficial
W Hee Beneficial 5,000 5,000
AC Lane Beneficial 8,834 6,536
RF Studwell Beneficial 5,000 5,000
As per the Articles of Association, it is not a requirement for
Directors to hold shares in the Company.
Statement of Voting at Annual General Meeting
At the last Annual General Meeting, of the proxy votes received
in respect of the Directors’ Remuneration Report, 99.0% were in
favour, 0.6% were against and votes withheld were 0.4%. At the
last Annual General Meeting at which the Directors’ Remuneration
Policy was considered (November 2020), 99.3% of the proxy votes
were in favour, 0.3% were against and votes withheld were 0.4%.
Relative Importance of Spend on Pay
The table below shows the actual expenditure during the year
in relation to Directors’ remuneration and distributions to
shareholders.
2022
£’000
2021
£’000
Change
%
Directors’ remuneration 143 129 10.9
Dividends payable/paid to
shareholders 2,756 nil 100.0
Company Performance
The following graph compares, for the ten financial years ended
31 July 2022, the share price total return (assuming all dividends
are reinvested) to Pacific Horizon ordinary shareholders compared
to the total shareholder return on a notional investment made up
of shares in the component parts of the FTSE All-Share Index.
This index was chosen for comparison purposes as it is a widely
used measure of performance for UK listed companies. The
Company’s comparative index is provided for information
purposes only.
Performance Graph
Pacific Horizon’s Share Price, FTSE All-Share Index and
Comparative Index (figures rebased to 100 at 31 July 2012)
Past performance is not a guide to future performance.
Approval
The Directors’ Remuneration Report on pages 36 and 37 was
approved by the Board of Directors and signed on its behalf
on 15 September 2022.
Angus Macpherson
Chairman
Governance Report
38 Annual Report 2022
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
Governance Report
The Directors are responsible for preparing the Annual Report and
the 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 the Directors
have prepared the Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102 ‘The
Financial Reporting Standard applicable in the UK and Republic
of Ireland’, and applicable law).
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 accounting estimates that are
reasonable and prudent;
— state whether applicable United Kingdom Accounting
Standards, comprising FRS 102 have been followed, subject
to any material departures disclosed and explained in the
Financial Statements;
— prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
— prepare a Directors’ Report, a Strategic Report and a
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the Financial Statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website Publication
The Directors are responsible for ensuring the Annual Report
and the Financial Statements are made available on a website.
Financial Statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements, which
may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the Financial Statements contained therein.
The Directors have delegated responsibility to the Managers for
the maintenance and integrity of the Company’s page of the
Managers’ website.
Each of the Directors, whose names and functions are listed
within the Directors and Managers section confirm that, to the
best of their knowledge:
— the Financial Statements, which have been prepared
in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice) including FRS 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of
Ireland’ give a true and fair view of the assets, liabilities,
financial position and net return of the Company;
— the Annual Report and Financial Statements taken as a whole,
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s performance, business model and strategy; and
— the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks
and uncertainties that it faces.
On behalf of the Board
Angus Macpherson
Chairman
15 September 2022
Pacific Horizon Investment Trust PLC 39
Independent Auditor’s Report
to the members of Pacific Horizon Investment Trust PLC
Financial Report
Opinion on the Financial Statements
In our opinion:
— give a true and fair view of the state of the Company’s affairs
as at 31 July 2022;
— have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
— have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of Pacific Horizon
Investment Trust PLC (the ‘Company’) for the year ended 31 July
2022 which comprise the Income Statement, the Balance Sheet,
the Statement of Changes in Equity, the Cash Flow Statement
and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
United Kingdom Accounting Standard, including FRS 102, The
Financial Reporting Standard applicable in the UK and Republic of
Ireland (United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the additional report
to the Audit Committee.
Independence
Following the recommendation of the audit committee, we were
appointed by the members of the Company on 15 November 2017
to audit the financial statements for the year ended 31 July 2018
and subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is five years,
covering the years ending 31 July 2018 to 31 July 2022. We
remain independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided by the Company.
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:
— Obtaining the Directors’ assessment of the going concern
status and cash flow forecasts of the Company and evaluating
the Directors’ method of assessing going concern in light of
market volatility and the present uncertainties such as the
impact of the political unrest in Ukraine and Russia.
— Challenging the Directors’ assumptions and judgements
made, such as revenue and expenditure against historic
information.
— Assessing the available cash balance at year end and the
liquidity of the investment portfolio.
— Performing stress testing on forecasted cash flows to take
into account the impact of increased inflation.
— Performing an assessment of the Company’s ability to meet
its short-term obligations by assessing the net asset position
and available cash balance.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in
the financial statements about whether the Directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Overview
Coverage 100% (2021 – 100%) of total assets
2022 2021
Key audit
matters
Valuation and ownership of investments
Revenue Recognition
Revenue recognition is no longer considered
to be a key audit matter due to the outcome
of our risk assessment procedures.
Materiality
Financial Statements as a whole
£6,105,000 (2021 – £6,872,000) based
on 1% (2021 – 1%) of Net Assets
An Overview of the Scope of Our Audit
Our audit was scoped by obtaining an understanding of the
Company’s environment, including the Company’s system of
internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of
management override of internal controls, including assessing
whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
We assessed the administrators and custodian by obtaining
internal controls reports and reviewing controls surrounding
procedures that may impact the audit.
40 Annual Report 2022
Financial Report
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, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. This matter was 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 this matter.
Key Audit Matter How the scope of our audit addressed the Key Audit Matter
Valuation and ownership of investments
(Note 1 and Note 8 to the Financial Statements)
The investment portfolio at the year end comprised
of Level 1 listed equity investments valued at
£570,801,000, Level 2 listed equity investments
valued at £495,000 and Level 3 unlisted
investments valued at £37,243,000.
We consider the valuation and ownership of
investments to be the most significant audit areas
as investments represent the most significant
balance in the financial statements and underpin
the principal activity of the entity.
There is also a risk that the investment balance
includes investments which are no longer owned
by the Company or that the bid price or last price
used to value the investment is incorrect.
The valuation of investments is a key accounting
estimate where there is an inherent risk of
management override arising from the investment
valuations being prepared by the Alternative
Investment Fund Manager (AIFM) and Investment
Manager, who is remunerated based on the net
asset value of the Company.
We responded to this matter by testing the valuation, existence and ownership of the
portfolio of investments. We performed the following procedures:
Considered the appropriateness of the valuation methodology applied by the AIFM
and Investment Manager under the International Private Equity and Venture Capital
Valuation (‘IPEV’) Guidelines and UK GAAP.
Agreed the exchange rates used to independent sources.
With respect to 100% of the Level 1 and Level 2 listed equity investments we also:
Agreed the Investment holdings to independently received third party confirmations
from the custodian.
Considered the adequacy of the relevant controls in place at the custodian through
review of the latest available assurance report addressing the relevant controls in
place at the custodian.
Assessed the liquidity of quoted investments to determine whether they were
classified appropriately as level 1 or level 2.
Agreed the year-end price to externally quoted bid prices from reputable sources.
Recalculated the investment value as at year end by multiplying the independently
confirmed holdings with external bid prices.
With respect to 99% of the Level 3 unlisted investments we also:
Reviewed the valuations prepared by management’s expert and challenged and
corroborated the inputs to the valuation with reference to management information
on investee companies, market data and our own understanding and assessed the
impact of the estimation uncertainty concerning these assumptions and the
disclosure of these uncertainties in the financial statements.
Considered the competence, capabilities and expertise of the management expert
through consideration of the qualifications held by the expert and the position held
in the firm employing the expert. We also considered the services provided by the
firm which employs the expert. We considered the independence and objectivity
of the expert through review of the independence declaration made by the expert
to the Company in its valuation report. We considered the appropriateness of the
methodology and assumptions employed by the expert through review of the
accounting framework and valuation guidelines followed.
Challenged whether the valuation methodology was the most appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(‘IPEV’) Guidelines and UK GAAP.
Agreed the investment holdings to third party confirmations direct from the Investee
Company or alternative supporting documents such as investment agreements, as
appropriate, to confirm existence.
Recalculated the value attributable to the Company.
Corroborated the inputs to source documents.
Performed sensitivity analysis where appropriate.
We also considered the completeness, accuracy and presentation of investment related
disclosures.
Key observations:
Based on our procedures performed we did not identify any matters to suggest that the
valuation and ownership of investments was not appropriate.
Pacific Horizon Investment Trust PLC 41
Financial Report
Our Application of Materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could influence
the economic decisions of reasonable users that are taken on
the basis of the financial statements.
In order to reduce to an appropriately low level the probability that
any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account
of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect
on the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole and performance
materiality as follows:
Financial statements
2022 2021
Materiality £6,105,000 £6,872,000
Basis for determining
materiality
1% of the value of
Net Assets
1% of the value of
Net Assets
Rationale for the
benchmark applied
A principal consideration for members
of the Company in assessing the
financial performance given that the
principal activity of the Company is
that of an Investment Trust.
The nature and disposition of the
investment portfolio.
Performance materiality £4,578,000 £5,154,000
Basis for determining
performance materiality 75% of materiality 75% of materiality
Rationale for the
benchmark applied
Performance materiality was deemed to
be 75% (2021 – 75%) of total materiality
as this is the fifth year of BDO auditing
this entity and considering the relative
simplicity of the balances being audited
and the expected value of likely
misstatements.
Specific materiality
We also determined that for items impacting revenue return, a
misstatement of less than materiality for the financial statements
as a whole, specific materiality, could influence the economic
decisions of users. As a result, we determined materiality for these
items to be £256,000 (2021 – £344,000) based on 5% of total
expenses. We have changed the basis for calculating the specific
testing threshold from the benchmark of 10% of revenue return
before tax to 5% of total expenses. The basis provides us with a
consistent threshold which is not impacted by the level of dividend
income which can fluctuate year on year. We further applied a
performance materiality level of 75% of specific materiality to
ensure that the risk of errors exceeding specific materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report
to them all individual audit differences in excess of £256,000
(2021 – £344,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on qualitative
gr
ounds.
Other information
Information included in the Annual Report other than the financial
statements and our auditor’s report thereon. 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.
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 or our knowledge obtained during the audit.
Going concern and longer-term viability
— The Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified; and
— The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate.
Other Code provisions
— Directors’ statement on fair, balanced and understandable;
— Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
— The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems; and
— The section describing the work of the Audit Committee.
42 Annual Report 2022
Financial Report
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions
and matters as described below.
Strategic Report and Directors’ Report
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 material misstatements in the strategic report or the
Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
— adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
— the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with
the accounting records and returns; or
— certain disclosures of Directors’ remuneration specified by law
are not made; or
— we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities, 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 pr
eparation of financial
statements that ar
e free from material misstatement, whether
due to fraud or error.
In pr
eparing the financial statements, the Dir
ectors 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.
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
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below:
We gained an understanding of the legal and regulatory framework
applicable to the entity and the industry in which it operates and
considered the risk of acts by the Company which were contrary
to applicable laws and regulations, including fraud. These included
but were not limited to the Companies Act 2006, sections 1158
and 1159 of the Corporation Tax Act, the UK Listing rules, the DTR
rules, FRS 102 accounting standard, and VAT.
We focused on laws and regulations that could give rise to a
material misstatement in the Company’s financial statements
and the susceptibility of the Company’s financial statements to
material misstatements including fraud. Refer to the ‘Key Audit
Matter’ section in this report. Our tests included, but were not
limited to:
— obtaining an understanding of the control environment in
monitoring compliance with laws and regulations;
— enquiries of the Alternative Investment Fund Manager (AIFM)
and Those Charged with Governance;
— targeted testing of journal postings made during the year,
in areas more susceptible to fraud to identify potential
management override of controls;
— the procedures outlined in our key audit matters above;
— review of Board meeting and Audit Committee minutes
throughout the period;
— reviewing the calculation in relation to Investment Trust
compliance to check that the Company satisfied requirements
to retain their Investment Trust status; and
— agreement of the financial statement disclosures to underlying
supporting documentation.
Pacific Horizon Investment Trust PLC 43
Financial Report
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further
removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the
less likely we are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Neil Fung-On (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
15 September 2022
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
44 Annual Report 2022
Income Statement
For the year ended 31 July
Notes
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
(Losses)/gains on investments 9 (118,594) (118,594) 208,671 208,671
Currency gains 14 1,292 1,292 35 35
Income 2 11,067 11,067 3,561 3,561
Investment management fee 3 (4,036) (4,036) (3,475) (3,475)
Other administrative expenses 4 (1,093) (1,093) (729) (729)
Net return before finance costs
and taxation 5,938 (117,302) (111,364) (643) 208,706 208,063
Finance costs of borrowings 5 (756) (756) (465) (465)
Net return before taxation 5,182 (117,302) (112,120) (1,108) 208,706 207,598
Tax 6 (1,352) 5,288 3,936 706 (9,137) (8,431)
Net return after taxation 3,830 (112,014) (108,184) (402) 199,569 199,167
Net return per ordinary share 7 4.21p (123.01p) (118.80p) (0.51p) 253.70p 253.19p
The total column of this Statement represents the profit and loss account of the Company. The supplementary revenue and capital columns are
prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this Statement derive from continuing operations.
A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return after
taxation is both the profit and comprehensive income for the year.
The accompanying notes on pages 48 to 62 are an integral part of the Financial Statements.
Financial Report
Pacific Horizon Investment Trust PLC 45
Balance Sheet
The accompanying notes on pages 48 to 62 are an integral part of the Financial Statements.
As at 31 July
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Fixed assets
Investments held at fair value through profit or loss 9 608,539 725,122
Current assets
Debtors 10 1,248 1,387
Cash and cash equivalents 18 5,399 31,766
6,647 33,153
Creditors
Amounts falling due within one year 11 (1,620) (61,966)
Net current assets/(liabilities) 5,027 (28,813)
Total assets less current liabilities 613,566 696,309
Creditors
Amounts falling due after more than one year:
Provision for tax liability 12 (3,016) (9,078)
Net assets 610,550 687,231
Capital and reserves
Share capital 13 9,208 8,843
Share premium account 14 253,946 221,354
Capital redemption reserve 14 20,367 20,367
Capital reserve 14 319,573 433,041
Revenue reserve 14 7,456 3,626
Shareholders’ funds 610,550 687,231
Net asset value per ordinary share 15 664.65p 777.15p
The Financial Statements of Pacific Horizon Investment Trust PLC (Company Registration number 02342193) on pages 44 to 62 were approved
and authorised for issue by the Board and were signed on 15 September 2022.
Angus Macpherson
Chairman
Financial Report
46 Annual Report 2022
Statement of Changes in Equity
For the year ended 31 July 2022
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 August 2021 8,843 221,354 20,367 433,041 3,626 687,231
Net return after taxation (112,014) 3,830 (108,184)
Ordinary shares bought back into treasury 13 (1,454) (1,454)
Ordinary shares sold from treasury 13
Ordinary shares issued 13 365 32,592 32,957
Dividends appropriated in the year 8
Shareholders’ funds at 31 July 2022 9,208 253,946 20,367 319,573 7,456 610,550
The accompanying notes on pages 48 to 62 are an integral part of the Financial Statements.
Financial Report
For the year ended 31 July 2021
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 August 2020 6,317 40,048 20,367 233,472 4,199 304,403
Net return after taxation 199,569 (402) 199,167
Ordinary shares bought back into treasury 13 (2,132) (2,132)
Ordinary shares sold from treasury 13 442 2,132 2,574
Ordinary shares issued 13 2,526 180,864 183,390
Dividends appropriated in the year 8 (171) (171)
Shareholders’ funds at 31 July 2021 8,843 221,354 20,367 433,041 3,626 687,231
Pacific Horizon Investment Trust PLC 47
The accompanying notes on pages 48 to 62 are an integral part of the Financial Statements.
Cash Flow Statement
For the year ended 31 July
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Cash flows from operating activities
Net return before taxation (112,120) 207,598
Net losses/(gains) on investments 118,594 (208,671)
Currency gains (1,292) (35)
Finance costs of borrowings 5 756 465
Overseas withholding tax (1,288) (304)
Indian CGT paid on transactions (774) (135)
Corporation tax refunded 992
Changes in debtors and creditors (589) 916
Cash from operations
* 3,287 826
Interest paid (765) (430)
Net cash inflow from operating activities 2,522 396
Cash flows from investing activities
Acquisitions of investments (197,017) (298,606)
Disposals of investments 196,116 98,014
Net cash outflow from investing activities (901) (200,592)
Cash flows from financing activities
Ordinary shares bought back into treasury 13 (1,454) (2,132)
Ordinary shares sold from treasury 13 2,574
Proceeds from Ordinary shares issued 13 32,957 183,368
Borrowings drawn down 119,372 210,000
Borrowings repaid (182,957) (172,471)
Equity dividends paid (171)
Net cash (outflow)/inflow from financing activities (32,082) 221,168
(Decrease)/increase in cash and cash equivalents (30,461) 20,972
Exchange movements 4,094 (1,352)
Cash and cash equivalents at 1 August 31,766 12,146
Cash and cash equivalents at 31 July 5,399 31,766
* Cash from operations includes dividends received of £10,279,000 (2021 – £3,858,000) and interest received of £6,000 (2021 – £66,000).
In the year to 31 July 2021, the Company had separate drawdown and repayment of borrowings. However, these separate cash flows had
been netted off in the cash flow statement rather than being presented gross. Adjustment has been made to the prior year cash flow statement
to gross up the cash flows of the drawdown and repayment of borrowings. This adjustment does not impact the net cash (outflow)/inflow from
financing activities, the overall cash flow position, the result or the net assets of the Company.
Financial Report
48 Annual Report 2022
The Company was incorporated under the Companies Act 2006
in England and Wales as a public limited company with registered
number 02342193. The Company is an investment company
within the meaning of section 833 of the Companies Act 2006
and carries on business as an investment trust.
1 Principal Accounting Policies
The Financial Statements for the year to 31 July 2022 have been
prepared in accordance with FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ on the basis
of the accounting policies set out below which are unchanged from
the prior year and have been applied consistently.
(a) Basis of Accounting
All of the Company’s operations are of a continuing nature and the
Financial Statements are prepared on a going concern basis under
the historical cost convention, modified to include the revaluation
of fixed asset investments at fair value through profit or loss, and
on the assumption that approval as an investment trust under
section 1158 of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) (Tax) Regulations 2011 will be retained.
The Company’s principal risks are market related and include
market risk, liquidity risk and credit risk. An explanation of these
risks and how they are managed is contained on pages 8 and 9
and in note 18 to the Financial Statements. The Board has, in
particular, considered the impact of heightened market volatility
since the Covid-19 pandemic and over recent months due to
macroeconomic and geopolitical concerns, but does not believe
that the Company’s going concern status is affected.
The Company’s assets, the majority of which are investments in
quoted securities which are readily realisable, exceed its liabilities
significantly. All borrowings require the prior approval of the Board.
The Board approves borrowing and gearing limits and reviews
regularly the amounts of any borrowing and the level of gearing as
well as compliance with borrowing covenants. The Company has
continued to comply with the investment trust status requirements
of section 1158 of the Corporation Tax Act 2010 and the
Investment Trust (Approved Company) Regulations 2011. The
Company’s primary third party suppliers, including its Managers
and Secretaries, Custodian and Depositary, Registrar, Auditor and
Broker, are not experiencing significant operational difficulties
affecting their respective services to the Company. In accordance
with the Company’s Articles of Association, shareholders have the
right to vote on the continuation of the Company every five years,
the next vote being in 2026. The Financial Statements have been
prepared on the going concern basis; having assessed the
principal and emerging risks and other matters including the
impact of the Covid-19 pandemic set out in the Viability Statement
on page 9 (which assesses the prospects of the Company over a
period of three years) it is the Directors’ opinion that the Company
will continue in operational existence for a period of at least twelve
months from the date of approval of these Financial Statements.
The Financial Statements have been prepared in accordance with
the Companies Act 2006, applicable UK Accounting Standards
and with the Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture Capital
Trusts’ issued by the Association of Investment Companies (‘AIC’)
in April 2021.
In order to reflect better the activities of the Company and in
accordance with guidance issued by the AIC, supplementary
information which analyses the profit and loss account between
items of a revenue and capital nature has been presented in the
Income Statement. The allocation of items to revenue and capital
is reviewed on an annual basis and is considered to remain
appropriate for the current year.
The Directors consider the Company’s functional currency to be
sterling as the Company’s shareholders are predominantly based
in the UK, and the Company and its investment manager, who are
subject to the UK’s regulatory environment, are also UK based.
(b) Financial Instruments
Financial assets and financial liabilities are recognised in the
Company’s Balance Sheet when it becomes a party to the
contractual provisions of the instrument.
(c) Significant Accounting Estimates and Judgements
The preparation of the Financial Statements requires the use
of estimates, assumptions and judgements. These estimates,
assumptions and judgements affect the reported amounts of
assets and liabilities, at the reporting date. While estimates are
based on best judgement using information and financial data
available, the actual outcome may differ from these estimates.
The key sources of estimation and uncertainty relate to the
assumptions used in the determination of the fair value of the
unlisted investments, which are detailed in note 9 on page 52.
Judgements
The Directors consider that the preparation of the Financial
Statements involves the following key judgements:
(i) the determination of the functional currency of the Company
as sterling (see rationale in 1(a) above); and
(ii) the fair valuation of the unlisted investments.
The key judgements in the fair valuation process are:
(i) the Managers’ determination of the appropriate application of
the International Private Equity and Venture Capital Guidelines
2018 (‘IPEV’) to each unlisted investment; and
(ii) the Directors’ consideration of whether each fair value is
appropriate following detailed review and challenge. The
judgement applied in the selection of the methodology used
for determining the fair value of each unlisted investment can
have a significant impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the determination
of the fair value of the unlisted investments by the Managers for
consideration by the Directors. This estimate is key as it
significantly impacts the valuation of the unlisted investments
at the Balance Sheet date. The fair valuation process involves
estimation using subjective inputs that are unobservable (for
which market data is unavailable). The main estimates involved
in the selection of the valuation process inputs are:
(i) the selection of appropriate comparable companies in order
to derive revenue multiples and meaningful relationships
between enterprise value, revenue and earnings growth.
Comparable companies are chosen on the basis of their
business characteristics and growth patterns;
(ii) the selection of a revenue metric (either historic or forecast);
(iii) the application of an appropriate discount factor to reflect the
reduced liquidity of unlisted companies versus their listed
peers;
Notes to the Financial Statements
Financial Report
Pacific Horizon Investment Trust PLC 49
(iv) the estimation of the probability assigned to an exit being
through an initial public offering (‘IPO’) or a company sale;
(v) the selection of an appropriate industry benchmark index
to assist with the valuation validation or the application
of valuation adjustments, particularly in the absence of
established earnings or closely comparable peers; and
(vi) the calculation of valuation adjustments derived from
milestone analysis (i.e. incorporating operational success
against the plan/forecasts of the business into the valuation).
(d) Investments
The Company’s investments are classified, recognised and
measured at fair value through profit or loss in accordance with
sections 11 and 12 of FRS 102. Investment purchases and sales
are recognised on a trade date basis. Expenses incidental to
purchase and sale are written off to capital at the time of
acquisition or disposal. Gains and losses on investments are
recognised in the Income Statement as capital items.
Investments are designated as held at fair value through profit
or loss on initial recognition and are measured at subsequent
reporting dates at fair value. The fair value of listed security
investments is bid price or, in the case of FTSE 100 constituents
and holdings on certain recognised overseas exchanges, last
traded price. The fair value of suspended investments is the last
traded price, adjusted for the estimated impact on the business
of the suspension. Unlisted investments are valued at fair value by
the Directors following a detailed review and appropriate challenge
of the valuations proposed by the Managers. The Managers’
unlisted investment policy applies methodologies consistent with
the International Private Equity and Venture Capital Valuation
guidelines (‘IPEV’). These methodologies can be categorised
as follows: (a) market approach (multiples, industry valuation
benchmarks and available market prices); (b) income approach
(discounted cash flows); and (c) replacement cost approach (net
assets). The valuation process recognises also, as stated in the
IPEV Guidelines, that the price of a recent investment may be
an appropriate starting point for estimating fair value, however
it should be evaluated using the techniques described above.
The Managers monitor the investment portfolio on a fair value
basis and use the fair value basis for investments in making
investment decisions and monitoring financial performance.
(e) Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and deposits
repayable on demand. Deposits are repayable on demand if they
can be withdrawn at any time without notice and without penalty
or if they have a maturity or period of notice of not more than one
working day.
(f) Income
(i) Income from equity investments is brought into account on
the date on which the investments are quoted ex-dividend or,
where no ex-dividend date is quoted, when the Company’s
right to receive payment is established.
(ii) If scrip dividends are taken in lieu of dividends in cash, the net
amount of the cash dividend declared is credited to the revenue
column of the Income Statement. Any excess in the value of the
shares received over the amount of the cash dividend foregone
is recognised in the capital column of the Income Statement.
(iii) Special dividends are treated as capital or income depending
on the facts of each particular case.
(iv) Unfranked investment income and overseas dividends include
the taxes deducted at source.
(v) Interest from fixed interest securities is recognised on an
accruals basis using the effective interest rate basis.
(vi) Underwriting commission and interest receivable on deposits
are recognised on an accruals basis.
(g) Expenses
All expenses are accounted for on an accruals basis and are
charged through the revenue column of the Income Statement,
except for expenses incidental to the acquisition or sale of
investments, which are written off to capital when incurred.
(h) Borrowing and Finance Costs
Interest bearing bank loans are recorded at the proceeds
received, net of direct issue costs and subsequently measured at
amortised cost. Finance costs are accounted for on an accruals
basis on an effective interest rate basis and are charged through
the revenue column of the Income Statement.
(i) Taxation
Current tax assets and liabilities are measured at the amount
expected to be recovered from or paid to taxation authorities.
The tax rates and tax laws used to compute the amount are
those enacted or substantively enacted at the reporting date.
(j) Deferred Taxation
Deferred taxation is provided on all timing differences, based on
the taxable profit and the total comprehensive income as stated in
the financial statements, calculated at the current tax rate relevant
to the realisation of the benefit or liability. Deferred tax assets are
recognised only to the extent that it will be more likely than not
that there will be taxable profits from which underlying timing
differences can be deducted.
(k) Foreign Currencies
Transactions involving foreign currencies are converted at the rate
ruling at the time of the transaction. Assets and liabilities in foreign
currencies are translated at the closing rates of exchange at the
balance sheet date. Any gain or loss arising from a change in
exchange rate subsequent to the date of the transaction is
included as an exchange gain or loss in the Income Statement
as capital or revenue as appropriate.
(l) Capital Redemption Reserve
The Capital Redemption Reserve is a statutory, non-distributable
reserve into which amounts are transferred following the
redemption or purchase of a company’s own shares.
(m)
Capital Reserve
Gains and losses on disposal of investments, changes in the fair
value of investments held and realised and unrealised exchange
differences of a capital nature are dealt with in this reserve after being
recognised in the Income Statement. Purchases of the Company’s
own shares for cancellation, or to be held in treasury for
subsequent reissue, may be funded from this reserve.
(n) Revenue Reserve
The revenue profit or loss for the year is taken to or from this
reserve. The revenue reserve may be distributed by way of
dividend.
(o) Single Segment Reporting
The Company is engaged in a single segment of business, being
investment business, consequently no business segmental
analysis is provided.
Financial Report
50 Annual Report 2022
2 Income
2022
£’000
2021
£’000
Income from investments
Overseas dividends 11,060 3,495
Other income
Deposit interest 7 66
Total income 11,067 3,561
Total income comprises:
Dividends from financial assets designated at fair value through profit or loss 11,060 3,495
Interest from financial assets not at fair value through profit or loss 7 66
11,067 3,561
3 Investment Management Fee
2022
£’000
2021
£’000
Investment management fee 4,036 3,475
Details of the Investment Management Agreement are set out on page 26. The annual management fee is 0.75% on the first £50 million
of net assets, 0.65% on the next £200 million of net assets and 0.55% on the remaining net assets. Management fees are calculated and
payable on a quarterly basis.
4 Other Administrative Expenses
2022
£’000
2021
£’000
General administrative expenses 918 573
Directors’ fees 143 128
Auditor’s remuneration for audit services 32 28
1,093 729
There were no non-audit fees paid to the Auditor during the year (2021 – nil).
5
Finance Costs of Borrowings
2022
£’000
2021
£’000
Interest on bank loans (see note 11) 756 465
Finance costs includes an arrangement fee of £300,000 for the new multi-currency revolving credit facility with The Royal Bank of Scotland
International Limited.
Financial Report
Pacific Horizon Investment Trust PLC 51
6 Tax
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Overseas taxation 1,352 1,352 286 286
UK corporation tax refunded (992) (992)
Indian capital gains tax paid and provided for (5,288) (5,288) 9,137 9,137
1,352 (5,288) (3,936) (706) 9,137 8,431
2022
£’000
2021
£’000
Factors affecting the tax charge for the year
The tax assessed for the year is higher (2021 – lower) than the average standard rate of
corporation tax in the UK of 19.00% (2021 – 19.00%). The differences are explained below:
Net return before taxation (112,120) 207,598
Net return multiplied by the average standard rate of corporation tax in the
UK of 19.00% (2021 – 19.00%) (21,303) 39,443
Capital loss not deductible/capital gain not taxable in the UK 22,287 (39,654)
Overseas dividends not taxable in the UK (2,101) (664)
Current year management expenses and non-trade loan relationship deficits not utilised 1,117 875
Overseas withholding tax incurred 1,352 286
Corporation tax refund in respect of prior years (992)
Revenue tax charge for the year 1,352 (706)
(Decrease)/increase in provision for tax liability in respect of Indian capital gains tax (6,062) 9,002
Payments of Indian tax in the period 774 135
Capital tax charge for the year (5,288) 9,137
Total tax (3,936) 8,431
As an investment trust, the Company’s capital gains are not taxable in the United Kingdom.
Interest on the corporation tax repayment is included within interest income.
The capital tax charge results from the provision for tax liability in respect of Indian capital gains tax as detailed in note 12.
Factors that may affect future tax charges
At 31 July 2022 the Company had a potential deferred tax asset of £7,152,000 (2021 – £5,683,000) in respect of taxable losses which
are available to be carried forward and offset against future taxable profits. A deferred tax asset has not been provided on these losses
as it is considered unlikely that the Company will make suitable taxable revenue profits in excess of deductible expenses in future periods.
The potential deferred tax asset has been calculated using a corporation tax rate of 25% (2021 – 25%).
7 Net Return per Ordinary Share
2022
Revenue
2022
Capital
2022
Total
2021
Revenue
2021
Capital
2021
Total
Net return after taxation 4.21p (123.01p) (118.80p) (0.51p) 253.70p 253.19p
Revenue return per ordinary share is based on the net revenue profit after taxation of £3,830,000 (2021 – net revenue loss of £402,000) and
on 91,063,205 (2021 – 78,661,987) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury
shares) during the year.
Capital return per ordinary share is based on the net capital loss for the financial year of £112,014,000 (2021 – net capital gain of
£199,569,000) and on 91,063,205 (2021 – 78,661,987) ordinary shares, being the weighted average number of ordinary shares in issue
(excluding treasury shares) during the year.
Total return per ordinary share is based on the total loss for the financial year of £108,184,000 (2021 – total gain of £199,167,000) and on
91,063,205 (2021 – 78,661,987) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares)
during the year.
There are no dilutive or potentially dilutive shares in issue.
Financial Report
52 Annual Report 2022
8 Ordinary Dividends
2022 2021 2022
£’000
2021
£’000
Amounts recognised as distributions in the year:
Previous year’s final 0.25p 171
We set out below the total dividends proposed in respect of the financial year, which is the basis on which the requirements of section
1158 of the Corporation Tax Act 2010 are considered. There is a revenue surplus for the year to 31 July 2022 of £3,830,000 which is
available for distribution by way of a dividend payment (2021– a revenue deficit of £402,000).
2022 2021 2022
£’000
2021
£’000
Amounts paid and payable in respect of the financial year:
Proposed final dividend per ordinary share (payable 29 November 2022) 3.00p 2,756
9 Fixed Assets – Investments
As at 31 July 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 570,801 495 571,296
Unlisted equities 4,051 4,051
Unlisted preference shares
* 33,192 33,192
Total financial asset investments 570,801 495 37,243 608,539
As at 31 July 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 670,144 877 671,021
Unlisted equities 6,298 6,298
Unlisted preference shares
* 47,803 47,803
Total financial asset investments 670,144 877 54,101 725,122
* The investments in preference shares are not classified as equity holdings as they include liquidation preference rights that determine the
repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take-over.
During the year to 31 July 2022 investments with a book cost of £23,341,000 (31 July 2021 – £8,167,000) were transferred from Level 3
to Level 1 on becoming listed.
Investments in securities are financial assets held at fair value through profit or loss. In accordance with Financial Reporting Standard 102,
the tables above provide an analysis of these investments based on the fair value hierarchy described below, which reflects the reliability and
significance of the information used to measure their fair value.
Fair Value Hierarchy
The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the lowest (that is
the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment
in its entirety as follows:
Level 1 using unadjusted quoted prices for identical instruments in an active market;
Level 2 using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and
Level 3 using inputs that are unobservable (for which market data is unavailable).
The Company’s unlisted ordinary share investments at 31 July 2022 were valued using a variety of techniques. These include using
comparable company performance, comparable scenario analysis, and assessment of milestone achievement at investee companies. The
determinations of fair value included assumptions that the comparable companies and scenarios chosen for the performance assessment
provide a reasonable basis for the determination of fair value. In some cases the latest dealing price is considered to be the most appropriate
valuation basis, but only following assessment using the techniques described above.
Financial Report
Pacific Horizon Investment Trust PLC 53
9 Fixed Assets – Investments (continued)
Listed
overseas
£’000
Unlisted
£’000
2022
Total
£’000
2021
Total
£’000
Cost of investments at 1 August 2021 390,295 47,548 437,843 194,941
Investment holding gains and losses at 1 August 2021 280,726 6,553 287,279 122,011
Value of investments at 1 August 2021 671,021 54,101 725,122 316,952
Movements in year:
Purchases at cost 191,090 6,373 197,463 298,335
Sales proceeds received (195,452) (195,452) (98,836)
Gains and losses on investments (118,704) 110 (118,594) 208,671
Changes in categorisation at book cost 23,341 (23,341)
Value of investments at 31 July 2022 571,296 37,243 608,539 725,122
Cost of investments at 31 July 2022 458,265 30,580 488,845 437,843
Investment holding gains and losses at 31 July 2022 113,031 6,663 119,694 287,279
Value of investments at 31 July 2022 571,296 37,243 608,539 725,122
The purchases and sales proceeds figures above include transaction costs of £225,000 (2021 – £344,000) and £308,000 (2021 – £164,000)
respectively, total transaction costs being £533,000 (2021 – £508,000). The Company received £195,452,000 (2021 – £98,836,000) from
investments sold during the year. The book cost of these investments when they were purchased was £146,461,000 (2021 – £55,433,000).
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. Of the realised gains on sales of investments during the year of £48,991,000 (2021 – £43,403,000), a net gain of £82,164,000
(2021 – gain of £32,525,000) was included in investment holding gains at the previous year end.
2022
£’000
2021
£’000
Net gains/(losses) on investments held at fair value through profit or loss
Realised gains on sales 48,991 43,403
Changes in investment holding gains and losses (167,585) 165,268
(118,594) 208,671
Significant Holdings Disclosure Requirements – AIC SORP
Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture Capital Trusts’ (updated in April 2021) in relation to unlisted investments included in
the ten largest holdings disclosed on page 19. As required, this disclosure includes turnover, pre-tax profits and net assets attributable to
invest
ors as reported within the most recently audited financial statements of the investee companies, where possible.
As at 31 July 2022 Proportion
Income
Net assets
Name Business
Latest
Financial
Statements
of
capital
owned
%
Book
cost
£’000
Market
Value
£’000
recognised
from holding
in the period
£’000
Turnover
(‘000)
Pre-tax
profit/(loss)
(‘000)
attributable
to
shareholders
(‘000)
Dailyhunt (VerSe
Innovation)
Indian news aggregator
application n/a 1.1%
20,987
25,235 Nil Information not publicly available
As at 31 July 2021 Proportion
Income
Net assets
Name Business
Latest
Financial
Statements
of
capital
owned
%
Book
cost
£’000
Market
Value
£’000
recognised
from holding
in the period
£’000
Turnover
(‘000)
Pre-tax
profit/(loss)
(‘000)
attributable
to
shareholders
(‘000)
Delhivery Series
H Preference
Logistics and courier
services provider
31/03/2021 0.8% 17,766
19,501
Nil
INR
38,383,000
INR
(4,157,000)
INR
45,978,000
Financial Report
54 Annual Report 2022
10
Debtors
2022
£’000
2021
£’000
Amounts falling due within one year:
Income accrued (net of withholding taxes) 691 259
Sales for subsequent settlement 402 1,066
Other debtors and prepayments 155 62
1,248 1,387
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a reasonable
approximation of fair value. There were no debtors that were past due or impaired at 31 July 2022 or 31 July 2021.
11
Creditors – Amounts falling due within one year
2022
£’000
2021
£’000
Royal Bank of Scotland International Limited multi-currency revolving credit facility 60,783
Investment purchases awaiting settlement 446
Investment management fee 915 1,020
Other creditors and accruals 259 163
1,620 61,966
During the year, the Company repaid its one year £60 million multi-currency revolving credit facility with Royal Bank of Scotland International
Limited and obtained a new three year multi-currency revolving credit facility of up to £100 million with Royal Bank of Scotland International
Limited which expires on 14 March 2025. At 31 July 2022 there were no outstanding drawings (31 July 2021 – £20,000,000 and
US$56,704,000 at interest rates of 0.65977% and 0.74975% respectively). The main covenants relating to the loan are that borrowings
should not exceed 30% of the Company’s adjusted net asset value and the Company
s net asset value should be at least £300 million.
There were no breaches in the loan covenants during the year.
None of the above creditors at 31 July 2022 or 31 July 2021 are financial liabilities designated at fair value through profit or
loss.
12 Provision for Tax Liability
The tax liability provision at 31 July 2022 of £3,016,000 (31 July 2021 – £9,078,000) relates to a potential liability for Indian capital gains tax
that may arise on the Company’s Indian investments should they be sold in the future, based on the net unrealised taxable capital gain at
the period end and on enacted Indian tax rates (long term capital gains are taxed at 10% and short term capital gains are taxed at 15%).
The amount of any future tax amounts payable may differ from this provision, depending on the value and timing of any future sales of such
investments and future Indian tax rates.
Financial Report
Pacific Horizon Investment Trust PLC 55
13
Share Capital
2022
Number
2022
£’000
2021
Number
2021
£’000
Allotted, called up and fully paid ordinary shares of 10p each 91,860,961 9,186 88,429,704 8,843
Treasury shares of 10p each 214,000 22
92,074,961 9,208 88,429,704 8,843
In the year to 31 July 2022, the Company issued 3,645,257 ordinary shares with a nominal value of £365,000, representing 4.1% of the
issued share capital at 31 July 2021, at a premium to net asset value, raising net proceeds of £32,957,000 (2021 – 25,264,422 ordinary
shares with a nominal value of £2,526,000, raising net proceeds of £183,832,000).
In the year to 31 July 2022, 214,000 ordinary shares, representing 0.2% of the issued share capital at 31 July 2021, were bought back at a
total cost of £1,454,000 and are held in treasury (2021 – 325,134 shares, representing 1% of the issued share capital at 31 July 2020, were
bought back during the year and subsequently reissued from treasury). At 31 July 2022 the Company had authority to allot or sell from
treasury 8,127,970 ordinary shares without application of pre-emption rights and to buy back 13,041,612 ordinary shares on an ad hoc
basis. Under the provisions of the Company’s Articles of Association share buy-backs are funded from the capital reserve.
Between 1 August 2022 and 14 September 2022, no further shares were issued and 217,726 shares were bought back.
14
Capital and Reserves
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 August 2021 8,843 221,354 20,367 433,041 3,626 687,231
Net gains on sales of investments 48,991 48,991
Changes in investment holding gains and losses (167,585) (167,585)
Exchange differences on bank loan (2,802) (2,802)
Other exchange differences 4,094 4,094
Indian CGT paid and provided for 5,288 5,288
Ordinary shares bought back into treasury (1,454) (1,454)
Ordinary shares issued 365 32,592 32,957
Revenue return after taxation 3,830 3,830
At 31 July 2022 9,208 253,946 20,367 319,573 7,456 610,550
The capital reserve includes non-distributable investment holding gains of £119,694,000 (2021 – £287,279,000) as disclosed in note 9.
The revenue reserve may be distributed by way of dividend. The Company’s Articles of Association prohibit distributions by way of dividends
from realised capital profits.
Financial Report
56 Annual Report 2022
15
Net Asset Value per Ordinary Share
The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end calculated in accordance
with the Articles of Association were as follows:
2022
Net asset value
per share
2021
Net asset value
per share
2022
Net assets
attributable
£’000
2021
Net assets
attributable
£’000
Ordinary shares 664.65p 777.15p 610,550 687,231
The movements during the year of the assets attributable to the ordinary shares are shown in note 14.
Net asset value per ordinary share is based on the net assets as shown above and 91,860,961 (2021 – 88,429,704) ordinary shares
(excluding treasury shares), being the number of ordinary shares in issue at each date.
16 Analysis of Change in Net Debt
At 1 August
2021
£’000
Cash flows
£’000
Exchange
movement
£’000
At 31 July
2022
£’000
Cash at bank and in hand 31,766 (30,461) 4,094 5,399
Loans due within one year (60,783) 63,585 (2,802)
(29,017) 33,124 1,292 5,399
17 Transactions with Related Parties and the Managers and Secretaries
The Directors’ fees for the year are detailed in the Directors’ Remuneration Report on page 36. No Director has a contract of service with
the Company. During the year no Director was interested in any contract or other matter requiring disclosure under section 412 of the
Companies Act 2006.
Details of the management contract are set out in the Directors’ Report on page 26. The management fee payable to the Manager by the
Company for the year, as disclosed in note 3, was £4,036,000 (2021 – £3,475,000) of which £915,000 (2021 – £1,020,000) was
outstanding at the year end, as disclosed in note 11.
18 Financial Instruments
As an Investment Trust, the Company invests in equities and makes other investments so as to achieve its investment objective of
maximising capital appreciation from a focused and actively managed portfolio of investments from the Asia-Pacific region including the
Indian Sub-continent. In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the
financial instruments and markets in which it invests.
These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk.
The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent loss of
capital rather than to minimise short term volatility. Risk provides the potential for both losses and gains. In assessing risk, the Board
encourages the Managers to exploit the opportunities that risk affords.
The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period.
Market Risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The Board of Directors
reviews and agrees policies for managing these risks and the Company’s Managers both assess the exposure to market risk when making
individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis.
Details of the Company’s investment portfolio are shown in note 9 and on pages 21 to 23.
The Company may, from time to time, enter into derivative transactions to hedge specific market, currency or interest rate risk. During the years
to 31 July 2021 and 31 July 2022 no such transactions were entered into. The Company’s Managers may not enter into derivative
transactions without the prior approval of the Board.
Financial Report
Pacific Horizon Investment Trust PLC 57
18 Financial Instruments (continued)
(i) Currency Risk
The majority of the Company’s assets, liabilities and income are denominated in currencies other than sterling (the Company’s functional
currency and that in which it reports its results). Consequently, movements in exchange rates may affect the sterling value of those items.
The Managers monitor the Company’s exposure to foreign currencies and report to the Board on a regular basis. The Managers assess
the risk to the Company of the foreign currency exposure by considering the effect on the Company’s net asset value and income of a
movement in the rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. However, the country
in which a company is listed is not necessarily where it earns its profits. The movement in exchange rates on overseas earnings may have
a more significant impact upon a company’s valuation than a simple translation of the currency in which the company is quoted.
Foreign currency borrowings can limit the Company’s exposure to anticipated future changes in exchange rates which might otherwise
adversely affect the value of the portfolio of investments.
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted,
is shown below.
At 31 July 2022
Investments
£’000
Cash and
cash
equivalents
£’000
Loans
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
Hong Kong dollar 134,762 507 135,269
Indian rupee 135,511 27 (3,001) 132,537
Korean won 101,103 168 101,271
US dollar 55,455 4,328 402 60,185
Indonesian rupiah 46,508 46,508
Chinese yuan 43,141 200 43,341
Taiwan dollar 26,817 157 26,974
Vietnam dong 25,185 138 25,323
Australian dollar 9,995 9,995
Chinese renminbi 446 (446)
Philippine peso
Total exposure to currency risk 578,477 5,296 (2,370) 581,403
Sterling 30,062 103 (1,018) 29,147
608,539 5,399 (3,388) 610,550
* Includes non-monetary assets of £135,000.
At 31 July 2021
Investments
£’000
Cash and
cash
equivalents
£’000
Loans
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
Hong Kong dollar 111,566 (118) 156 111,604
Indian rupee 173,083 (9,078) 164,005
Korean won 108,794 23 7 108,824
US dollar 182,979 31,016 (40,783) (43) 173,169
Indonesian rupiah 26,877 26,877
Chinese yuan 16,720 143 16,863
Taiwan dollar 26,287 238 808 27,333
Vietnam dong 33,300 410 33,710
Australian dollar 17,762 17,762
Chinese renminbi
Philippine peso 3 3
Total exposure to currency risk 697,368 31,712 (40,783) (8,147) 680,150
Sterling 27,754 54 (20,000) (727) 7,081
725,122 31,766 (60,783) (8,874) 687,231
* Includes non-monetary assets of £50,000.
Financial Report
58 Annual Report 2022
Financial Report
18 Financial Instruments (continued)
(i) Currency Risk (continued)
Currency Risk Sensitivity
At 31 July 2022, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net assets and
total return would have decreased by the amounts shown below. A 5% weakening of sterling against all currencies, with all other variables
held constant, would have had an equal but opposite effect on the Financial Statement amounts. The level of change is considered to be
reasonable based on observations of current market conditions. The analysis is performed on the same basis for 2021.
2022
£’000
2021
£’000
Hong Kong dollar 6,763 5,580
Indian rupee 6,627 8,200
Korean won 5,064 5,441
US dollar 3,009 8,658
Indonesian rupiah 2,325 1,344
Chinese yuan 2,167 843
Taiwan dollar 1,349 1,367
Vietnam dong 1,266 1,686
Australian dollar 500 888
Chinese renminbi
Philippine peso
29,070 34,007
(ii) Interest Rate Risk
Interest rate movements may affect directly:
the fair value of any investments in fixed interest rate securities;
the level of income receivable on cash deposits;
the fair value of any fixed-rate borrowings; and
the interest payable on any variable rate borrowings.
Interest rate movements may also impact upon the market value of investments outwith fixed income securities. The effect of interest rate
movements upon the earnings of a company may have a significant impact upon the valuation of that company’s equity. The possible
effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment
decisions and when entering borrowing agreements. The Board reviews on a regular basis the amount of investments in cash and fixed
income securities and the income receivable on cash deposits, floating rate notes and other similar investments.
The Company may finance part of its activities through borrowings at approved levels. The amount of any such borrowings and the
approved levels are monitored and reviewed regularly by the Board. Movements in interest rates, to the extent that they affect the market
value of the Company’s fixed rate borrowings, may also affect the amount by which the Company’s share price is at a discount or a
premium to the net asset value (assuming that the Company’s share price is unaffected by movements in interest rates).
The interest rate risk profile of the Company’s financial assets and liabilities at 31 July is shown below.
Financial Assets
2022
Fair value
£’000
2022
Weighted
average
interest rate
2022
Weighted
average fixed
rate period *
2021
Fair value
£’000
2021
Weighted
average
interest rate
2021
Weighted
average fixed
rate period *
Cash and cash equivalents:
Overseas currencies 5,296 n/a 31,712 n/a
Sterling 103 n/a 54 n/a
5,399 31,766
* Based on expected redemption date.
Pacific Horizon Investment Trust PLC 59
18 Financial Instruments (continued)
(ii) Interest Rate Risk (continued)
Financial Liabilities
The interest rate risk profile of the Company’s financial liabilities and the maturity profile of the undiscounted future cash flows in respect
of the Company’s contractual financial liabilities at 31 July are shown below.
Interest Rate Risk Profile
2022
£’000
2021
£’000
Floating rate bank loan sterling denominated 20,000
US dollar denominated 40,783
60,783
Maturity Profile
2022
Within
1 year
£’000
2021
Within
1 year
£’000
Repayment of loans 60,783
Interest on loans 52 122
52 60,905
Interest Rate Risk Sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates at the Balance Sheet date and with the
stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case
of instruments that have floating rates.
An increase of 100 basis points in interest rates, with all other variables being held constant, would have increased the Company’s total net
assets and total return for the year ended 31 July 2022 by £54,000 (2021 – a decrease of £290,000). This is mainly due to the Company’s
exposure to interest rates on its floating rate bank loan and cash balances. A decrease of 100 basis points would have had an equal but
opposite effect.
(iii) Other Price Risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s net
assets. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant
information from the Managers. The Company’s portfolio of unlisted level 3 investments is not necessarily affected by market performance,
however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(c). The Board
meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment
positioning to ensure consistency with the Company’s objectives and investment policies. The portfolio does not seek to reproduce the
index. Investments are selected based upon the merit of individual companies and therefore performance may well diverge from the
comparative index.
Financial Report
60 Annual Report 2022
18 Financial Instruments (continued)
(iii) Other Price Risk (continued)
Other Price Risk Sensitivity
A full list of the Company’s investments is given on pages 21 to 23. In addition, a geographical analysis of the portfolio and an analysis
of the investment portfolio by broad industrial or commercial sector are contained on page 24.
93.6% (2021 – 97.6%) of the Company’s net assets are invested in quoted equities. A 5% (2021 – 5%) increase in quoted equity valuations
at 31 July 2022 would have increased total assets and total return on ordinary activities by £28,565,000 (2021 – £33,551,000). A decrease
of 5% would have had an equal but opposite effect. The level of change is considered to be reasonable based on observations of current
market conditions.
6.1% (2021 – 7.9%) of the Company’s net assets are invested in private company investments. The fair valuation of the private company
investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 1(c) on page 48).
A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve subjectivity in their significant
unobservable inputs and illustrates the sensitivity of the valuations to these inputs. The inputs have been flexed by
+
/-10% with the exception
of the Recent Transaction Price valuation approach as it does not involve significant subjectivity. The table also provides the range of values
for the key unobservable inputs.
As at 31 July 2022 Significant unobservable inputs*
Valuation technique
Fair value as at
31 July 2022
£’000
Key
unobservable
inputs
Other
unobservable
inputs
Range
Sensitivity
%
Sensitivity to changes
in significant
unobservable inputs
Market approach using
comparable trading
multiples
11,869 EV/LTM revenue multiple a,b,c,d,e 3.4x – 10.8x 10% If EV/LTM multiples changed
by +/- 10%, the fair value
would change by £1,124,459
and -£1,124.889.
Discount for lack
of marketability
-10% 10% If the transaction implied
premium/discount is changed
by +/- 10%, the fair value
would change by £132,087
and -£131,657.
Comparable company
performance
139 Selection of comparable
companies
a,b -23% 10% If input comparable company
performance changed by
+/- 10%, the fair value would
change by £22,748 and
-£22,745.
Recent transaction
price
25,235 n/a a,b n/a n/a n/a
As at 31 July 2021 Significant unobservable inputs*
Valuation technique
Fair value as at
31 July 2021
£’000
Key
unobservable
inputs
Other
unobservable
inputs
Range
Sensitivity
%
Sensitivity to changes
in significant
unobservable inputs
Market approach using
comparable trading
multiples
13,891 EV/LTM revenue multiple a,b,c,d,e 8.4x 10% If EV/LTM multiples changed
by +/-10%, the fair value
would change by £1,143,328
and -£1,143,582
Comparable company
performance
25,493 Selection of comparable
companies
a,b 21.6%–24% 10% If input comparable company
performance changed by
+/-10%, the fair value would
change by £2,281,718 and
-£2,232,638
Price of expected
transaction
131 Application of execution
risk discount
a,b 10% 10% If the execution risk changed
by +/-10%, the fair value
would change by £12,809
and -£13,386
Recent transaction
price
14,586 n/a a,b n/a n/a n/a
See explanation for other unobservable inputs on page 61 (sections ‘a’ to ‘e’ as relevant).
*
Significant Unobservable Inputs
The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each private
company valuation. An explanation of each of the key variable inputs is provided below. The assumptions made in the production of the
inputs are described in note 1(c) on page 48.
Financial Report
Pacific Horizon Investment Trust PLC 61
Financial Report
18 Financial Instruments (continued)
(iii) Other Price Risk (continued)
Other Price Risk Sensitivity (continued)
(a) Application of valuation basis
Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each investment.
When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key
milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies.
For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as
appropriate for the investment, and where a suitable correlation can be identified with the comparable companies then a regression analysis
will be performed. Discounted cash flows will also be considered where appropriate forecasts are available.
(b) Probability estimation of liquidation events
The probability of a liquidation event such as a company sale, or alternatively an initial public offering (‘IPO’), is a key variable input in the
transaction-based and multiples-based valuation techniques. The probability of an IPO versus a company sale is typically estimated from the
outset to be 50:50 if there has been no indication by the company of pursuing either of these routes. If the company has indicated an intention
to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%. Likewise,
in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario, or in a situation
where a company is underperforming expectations significantly and therefore deemed very unlikely to pursue an IPO.
(c) Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the
comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are
the industry sector in which they operate, the geography of the company’s operations, the respective revenue and earnings growth rates
and the operating margins. Typically, between 4 and 10 comparable companies will be selected for each investment, depending on how
many relevant comparable companies are identified. The resultant revenue or earnings multiples or share price movements derived will vary
depending on the companies selected and the industries they operate in.
(d) Estimated sustainable earnings
The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and where it is not
then revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of
revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably
forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward
estimated revenue or earnings may be used instead.
(e) Application of illiquidity discount
The application of an illiquidity discount will be applied either through the calibration of a valuation against the most recent transaction, or by
application of a specific discount. The discount applied where a calibration is not appropriate is typically 10%, reflecting that the majority of
the investments held are substantial companies with some secondary market activity.
Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not
significant as the majority of the Company’s assets are investments in quoted securities that are readily realisable. The Board provides
guidance to the Managers as to the maximum exposure to any one holding and to the maximum aggregate exposure to substantial
holdings.
The Company has the power to take out borrowings, which give it access to additional funding when required. The Company’s current
borrowing facility is detailed in note 11 and the maturity profile of its borrowings is set out above. Under the terms of the borrowing facility,
borrowings are repayable on demand at their current carrying value.
62 Annual Report 2022
Financial Report
18 Financial Instruments (continued)
Credit Risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company
suffering a loss.
This risk is managed as follows:
where the Managers make an investment in a bond or other security with credit risk, that credit risk is assessed and then compared
to the prospective investment return of the security in question;
the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the
assets of the Company. The Managers monitor the Company’s risk by reviewing the Custodian’s internal control reports and reporting
its findings to the Board;
investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Managers.
Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the
counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities
away from the Company is completed;
the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein
the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject
to rigorous assessment by the Managers; and
cash is only held at banks that are regularly reviewed by the Managers.
Credit Risk Exposure
The maximum exposure to credit risk at 31 July was:
2022
£’000
2021
£’000
Cash and cash equivalents 5,399 31,766
Debtors and prepayments
* 1,248 1,387
6,647 33,153
* Includes non-monetary assets of £135,000 (2021 – £50,000).
None of the Company’s financial assets are past due or impaired (2021 – none).
Fair Value of Financial Assets and Financial Liabilities
The Directors are of the opinion that the carrying amount of financial assets and liabilities of the Company in the Balance Sheet approximate
their fair value.
Capital Management
The capital of the Company is its share capital and reserves as set out in note 14 together with its borrowings (see note 11). The objective
of the Company is to invest in the Asia-Pacific region (excluding Japan) and in the Indian Sub-continent in order to achieve capital growth.
The Company’s investment policy is set out on page 7. In pursuit of the Company’s objective, the Board has a responsibility for ensuring
the Company’s ability to continue as a going concern and details of the related risks and how they are managed are set out on pages
8, 9 and 32. The Company has the authority to issue and buy back its shares (see pages 27 and 28) and changes to the share capital during
the year are set out in notes 13 and 14. The Company does not have any externally imposed capital requirements other than the covenants
on its loan which are detailed in note 11.
19 Alternative Investment Fund Managers Regulations (AIFMR)
In accordance with the UK Alternative Investment Fund Managers Regulations, information in relation to the Company’s leverage and the
remuneration of the Company’s AIFM, Baillie Gifford & Co Limited, is required to be made available to investors. In accordance with the
Regulations, the AIFM’s remuneration policy is available on the Managers’ website at bailliegifford.com or on request (see contact details
on the back cover). The numerical remuneration disclosures in respect of the AIFM’s relevant reporting period (year ended 31 March 2022)
are also available at bailliegifford.com
.
The Company’s maximum and actual leverage (see Glossary of Terms and Alternative Performance Measures (APM) on pages 71 and 72)
levels at 31 July 2022 are shown below:
Leverage Exposure
Gross
method
Commitment
method
Maximum limit 2.50:1 2.00:1
Actual 1.00:1 1.00:1
Pacific Horizon Investment Trust PLC 63
Notice of Annual General Meeting
Shareholder Information
The Company’s AGM is being convened at 11.00am on Thursday,
24 November 2022 at the offices of Baillie Gifford & Co, Calton
Square, 1 Greenside Row, Edinburgh EH1 3AN. At present,
the Board expects to be able to welcome shareholders to the
meeting. Should public health advice and Government measures
change, however, arrangements will be made by the Company to
ensure that the minimum number of shareholders required to form
a quorum will attend the meeting in order that the meeting may
proceed and the business be concluded. The Board will continue
to monitor developments and any changes will be made available
Notice is hereby given that an Annual General Meeting of Pacific
Horizon Investment Trust PLC (the ‘Company’) will be held at the
offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row,
Edinburgh EH1 3AN on Thursday, 24 November 2022 at 11.00am
for the purposes of considering and, if thought fit, passing the
following Resolutions, of which Resolutions 1 to 11 will be
proposed as ordinary resolutions and Resolutions 12 and 13 will
be proposed as special resolutions:
Ordinary Business
1. To receive and adopt the Company’s Annual Report and
Financial Statements for the financial year ended 31 July
2022, together with the Reports of the Directors and the
Independent Auditor’s Report thereon.
2. To approve the Directors’ Annual Report on Remuneration
for the financial year ended 31 July 2022.
3. To declare a final dividend of 3.00p per ordinary share.
4. To re-elect Mr RA Macpherson as a Director of the Company.
5. To re-elect Sir RW Chote as a Director of the Company.
6. To re-elect Ms W Hee as a Director of the Company.
7. To re-elect Ms AC Lane as a Director of the Company.
8. To re-elect Mr RF Studwell as a Director of the Company.
9. To reappoint BDO LLP as Independent Auditor of the
Company to hold office until the conclusion of the next Annual
General Meeting at which the Financial Statements are laid
before the Company.
The Annual General Meeting of the Company will be held at the offices
of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh
EH1 3AN, on Thursday, 24 November 2022 at 11.00am.
If you have any queries as to how to vote or how to attend the meeting,
please call us on 0800 917 2112.
Baillie Gifford may record your call.
JOHN
LEWIS
A8 PRINCES STREET
GE
ORGE STREET
CALTON SQUARE
BUS
STATION
OMNI
CENTRE
BALMORAL
HOTEL
L
E
I
T
H
S
T
R
E
E
T
QUEEN STREET
W
A
T
E
R
L
O
O
P
L
A
C
E
C
A
L
T
O
N
H
I
L
L
CA
L
T
O
N
R
O
A
D
ST ANDREW SQUARE
EDINBURGH
WAVERLEY
STATION
LEITH
WALK
A7 NORTH BRIDGE
YORK PLACE
G
R
E
E
NS
IDE ROW
TRAM
STOP
ST ANDREW SQUARE
ST ANDREW SQUARE
TRAM
STOP
By Rail:
Edinburgh Waverley – approximately a 5 minute walk away
By Bus:
Lothian Buses local services include:
1, 5, 7, 8, 10, 12, 14, 15, 15A, 16, 22, 25, 34
By Tram:
Stops at St Andrew Square and York Place
Access to Waverley Train Station on foot
on the Company’s website and the London Stock Exchange
regulatory news service. In the meantime, the Board encourages
all shareholders to submit proxy voting forms as soon as possible
and, in any event, by no later than 11.00am on 22 November
2022. We would encourage shareholders to monitor the
Company’s website at
pacifichorizon.co.uk
. Should
shareholders have questions for the Board or the Managers or
any queries as to how to vote, they are welcome as always to
submit them by email to
trustenquiries@bailliegifford.com
or
call 0800 917 2112. Baillie Gifford may record your call.
10. To authorise the Directors to determine the remuneration
of the Independent Auditor of the Company.
11. That:
(a) the Directors be generally and unconditionally authorised
pursuant to section 551 of the Companies Act 2006
(the ‘Act’) to allot shares in the Company, or to grant
rights to subscribe for or convert any security into shares
in the Company, up to a maximum nominal amount of
£916,432; and
(b) the authority given by this Resolution:
(i) shall be in addition to all pre-existing authorities under
section 551 of the Act; and
(ii) unless renewed, revoked or varied in accordance with
the Act, shall expire on 24 February 2024 or, if earlier,
at the conclusion of the Annual General Meeting of the
Company to be held in 2023 save that the Company
may, before such expiry, make any offer or enter into
an agreement which would or might require the
allotment of shares in the Company, or the grant of
rights to subscribe for or to convert any security into
shares in the Company, after such expiry.
64 Annual Report 2022
12. That, subject to the passing of Resolution 11 above, (the
‘Allotment Authority’), the Directors be given power pursuant
to sections 570 and 573 of the Companies Act 2006 (the
‘Act’) to allot equity securities (within the meaning of section
560(1) of the Act) for cash pursuant to the Allotment Authority,
and to sell treasury shares for cash, as if section 561(1) of the
Act did not apply to such allotment or sale, provided that such
power:
(a) shall be limited to the allotment of equity securities or
the sale of treasury shares up to an aggregate nominal
amount of £916,432;
(b) shall be in addition to all pre-existing powers under
sections 570 and 573 of the Act; and
(c) shall expire at the same time as the Allotment Authority,
save that the Company may before expiry of the power
conferred on the Directors by this Resolution make an
offer or agreement which would or might require equity
securities to be allotted after such expiry.
13. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the
date hereof, the Company be generally and unconditionally
authorised, in accordance with section 701 of the Companies
Act 2006 (the ‘Act’) to make market purchases (within the
meaning of section 693(4) of the Act) of its ordinary shares,
(either for retention as treasury shares for future reissue,
resale, transfer or for cancellation), provided that:
(a) the maximum number of ordinary shares hereby
authorised to be purchased is 13,737,320 or, if less, the
number representing approximately 14.99 per cent. of the
issued share capital of the Company on the date on which
this Resolution is passed;
(b) the minimum price (excluding expenses) which may be
paid for each ordinary share shall be the nominal value
of that share;
(c) the maximum price (excluding expenses) which may be
paid for any ordinary share purchased pursuant to this
authority shall not be more than the higher of:
(i) 5 per cent. above the average closing price on the
London Stock Exchange of an ordinary share over the
five business days immediately preceding the date of
purchase; and
(ii) the higher price of the last independent trade of an
ordinary share and the highest current independent bid
for such a share on the London Stock Exchange; and
(d) unless previously varied, revoked or renewed by the
Company in general meeting, the authority hereby
conferred shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2023
save that the Company may, prior to the expiry of such
authority, enter into a contract or contracts to purchase
ordinary shares under such authority which will or might
be completed or executed wholly or partly after the
expiration of such authority and may make a purchase
of ordinary shares pursuant to any such contract or
contracts.
By Order of the Board
Baillie Gifford & Co Limited
Company Secretaries
3 October 2022
Shareholder Information
Pacific Horizon Investment Trust PLC 65
Notes
1. As a member you are entitled to appoint a proxy or proxies to
exercise all or any of your rights to attend, speak and vote at
the AGM. A proxy need not be a member of the Company
but must attend the AGM to represent you. You may appoint
more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You can only
appoint a proxy using the procedure set out in these notes
and the notes to the proxy form. You may not use any
electronic address provided either in this notice or any related
documents (including the Financial Statements and proxy
form) to communicate with the Company for any purpose
other than those expressly stated.
2. To be valid any proxy form or other instrument appointing a
proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be
received by post or (during normal business hours only) by
hand at the Registrars of the Company at Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY or eproxyappointment.com no later than
11.00am on 22 November 2022 (or 48 hours (excluding
non-working days) before any adjourned meeting).
3. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so by using the procedures described in the CREST
Manual and/or by logging on to the website
euroclear.com/CREST. 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.
4. In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & Ireland Limited’s
specifications, and must contain the information required
for such instruction, as described in the CREST Manual.
The message, regardless of whether it constitutes the
appointment of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in order to be
valid, be transmitted so as to be received by the Company’s
registrar (ID 3RA50) no later than 11.00am on 22 November
2022 (or 48 hours (excluding non-working days) before any
adjourned meeting). 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 Application Host) from
which the Company’s registrar is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee
through other means.
5. CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular message.
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/her 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 service by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
6. 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.
7. The return of a completed proxy form or other instrument
of proxy will not prevent you attending the AGM and voting
in person if you wish.
8. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 and section 311 of the Companies Act
2006 the Company specifies that to be entitled to attend and
vote at the AGM (and for the purpose of the determination by
the Company of the votes they may cast), shareholders must
be registered in the Register of Members of the Company no
later than 48 hours (excluding non-working days) prior to the
commencement of the AGM or any adjourned meeting.
Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any
person to attend and vote at the meeting.
9. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006
to enjoy information rights (a ‘Nominated Person’) may, under
an agreement between him/her and the shareholder by whom
he/she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights.
10. The statement of the rights of shareholders in relation to the
appointment of proxies in Notes 1 and 2 above does not
apply to Nominated Persons. The rights described in those
Notes can only be exercised by shareholders of the Company.
Shareholder Information
66 Annual Report 2022
11. Under section 338 of the Companies Act 2006, members
meeting the qualification criteria set out in note 14 below may,
subject to certain conditions, require the Company to circulate
to members notice of a resolution which may properly be
moved and is intended to be moved at that meeting. The
conditions are that: (a) the resolution must not, if passed,
be ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise);
(b) the resolution must not be defamatory of any person,
frivolous or vexatious; and (c) the request: (i) may be in hard
copy form or in electronic form; (ii) must identify the resolution
of which notice is to be given by either setting out the
resolution in full or, if supporting a resolution sent by another
member, clearly identifying the resolution which is being
supported; (iii) must be authenticated by the person or
persons making it; and (iv) must be received by the Company
not later than 12 October 2022.
12. Under section 338A of the Companies Act 2006, members
meeting the qualification criteria set out at note 14 below may
require the Company to include in the business to be dealt
with at the Annual General Meeting a matter (other than a
proposed resolution) which may properly be included in the
business (a matter of business). The request must have been
received by the Company no later than 12 October 2022.
The conditions are that the matter of business must not be
defamatory of any person, frivolous or vexatious. The request
must identify the matter of business by either setting it out
in full or, if supporting a statement sent by another member,
clearly identify the matter of business which is being
supported. The request must be accompanied by a statement
setting out the grounds for the request. Members seeking to
do this should write to the Company providing their full name
and address.
13. Under section 527 of the Companies Act 2006, members
meeting the qualification criteria set out at note 14 below
may require the Company to publish, on its website, (without
payment) a statement (which is also passed to the Auditor)
setting out any matter relating to the audit of the Company’s
Financial Statements, including the Auditor’s Report and the
conduct of the audit. Such requests must be made in writing
and must state your full name and address.
14. In order to be able to exercise the members’ rights in notes
11 to 13, the relevant request must be made by: (a) members
representing at least 5% of the total voting rights of all the
members who have a right to vote on the resolution to which
the requests relate; or (b) at least 100 members who have a
right to vote on the resolution to which the requests relate
and hold shares in the Company on which there has been
paid up an average sum, per member, of at least £100. Such
requests should be sent to the Company at Calton Square,
1 Greenside Row, Edinburgh, EH1 3AN. Electronic requests
permitted under section 338 (see note 11) should be sent to
trustenquiries@bailliegifford.com.
15. Information regarding the Annual General Meeting, including
information required by section 311A of the Companies Act
2006, is available from the Company’s page of the Managers’
website at pacifichorizon.co.uk.
16. Members have the right to ask questions at the meeting in
accordance with section 319A of the Companies Act 2006.
17. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so
in relation to the same shares.
18. As at 14 September 2022 (being the last practicable date
prior to the publication of this notice) the Company’s issued
share capital consisted of 91,643,235 ordinary shares,
carrying one vote each. Therefore, the total voting rights in the
Company as at 14 September 2022 were 91,643,235 votes.
19. Any person holding 3 per cent. or more of the total voting
rights of the Company who appoints a person other than the
Chairman of the meeting as his proxy will need to ensure that
both he/she and his/her proxy complies with their respective
disclosure obligations under the UK Disclosure Guidance and
Transparency Rules.
20. No Director has a contract of service with the Company.
Shareholder Information
Pacific Horizon Investment Trust PLC 67
Pacific Horizon is an investment trust. Investment
trusts offer investors the following:
— participation in a diversified portfolio of shares;
— constant supervision by experienced professional managers;
and
— the Company is free from capital gains tax on capital profits
realised within its portfolio although investors are still liable for
capital gains tax on profits when selling their investment.
How to Invest
The Company’s shares are traded on the London Stock Exchange.
They can be bought by placing an order with a stockbroker, or by
asking a professional adviser to do so. If you are interested in
investing directly in Pacific Horizon, you can do so online. There are
a number of companies offering real time online dealing services.
Sources of Further Information on the Company
The price of shares is quoted daily in the Financial Times (under
‘Investment Companies’) and can also be found on the Company’s
page of the Managers’ website at pacifichorizon.co.uk, Trustnet
at trustnet.com and on other financial websites. Monthly
factsheets are also available on the Baillie Gifford website. These
are available from Baillie Gifford on request.
Pacific Horizon Share Identifiers
ISIN GB0006667470
Sedol 0666747
Ticker PHI
Legal Entity Identifier VLGEI9B8R0REWKB0LN95
Key Dates
Any dividend in respect of a financial year will be paid by way of
a single final payment shortly after the Annual General Meeting.
The Annual General Meeting is normally held in October or
November.
Capital Gains Tax
For Capital Gains Tax purposes, the cost to shareholders who
subscribed for the conversion shares, subsequently converted into
new ordinary shares (with warrants attached), is apportioned between
the ordinary shares and the warrants as set out in the placing and
offer document dated 5 March 1996. The attributable costs are:
Cost of each ordinary share 53.45p
Cost of each warrant 16.52p
Market values on 17 April 1996 (first day of dealing) were as
follows (Source: Thomson Reuters):
Ordinary share 55.00p
Warrant 17.00p
Share Register Enquiries
Computershare Investor Services PLC maintains the share
register on behalf of the Company. In the event of queries
regarding shares registered in your own name, please contact
the Registrars on 0370 707 1229. This helpline also offers an
automated self-service functionality (available 24 hours a day,
7 days a week) which allows you to:
— hear the latest share price;
— confirm your current share holding balance;
— confirm your payment history; and
— order Change of Address, Dividend Bank Mandate and Stock
Transfer forms.
You can also check your holding on the Registrars’ website
at investorcentre.co.uk. They also offer a free, secure share
management website service which allows you to:
— view your share portfolio and see the latest market price
of your shares;
— calculate the total market price of each shareholding;
— view price histories and trading graphs;
— register to receive communications from the Company,
including the Annual Report and Financial Statements,
in electronic format;
— update bank mandates and change address details; and
— use online dealing services.
To take advantage of this service, please log in at
investorcentre.co.uk and enter your Shareholder Reference
Number and Company Code (this information can be found
on the last dividend voucher or your share certificate).
Dividend Reinvestment Plan
Computershare operate a Dividend Reinvestment Plan which
can be used to buy additional shares instead of receiving your
dividend via cheque or into your bank account. For further
information log on to
investorcentre.co.uk
and follow the
instructions or telephone 0370 707 1170.
Electronic Proxy Voting
If you hold stock in your own name you can choose to vote by
returning proxies electronically at eproxyappointment.com.
If you have any questions about this service please contact
Computershare on 0370 707 1229.
CREST Proxy Voting
If you are a user of the CREST system (including a CREST
Personal Member), you may appoint one or more proxies or
give an instruction to a proxy by having an appropriate CREST
message transmitted. For further information please refer to the
CREST Manual.
Further Shareholder Information
Shareholder Information
68 Annual Report 2022
Shareholder Information
Analysis of Shareholders at 31 July
2022
Number of
shares held
2022
%
2021
Number of
shares held
2021
%
Institutions 15,385,298 16.7 13,588,608 15.4
Intermediaries 74,400,248 81 72,077,577 81.5
Individuals 1,750,123 1.9 2,417,541 2.7
Marketmakers 325,292 0.4 345,978 0.4
91,860,961 100.0 88,429,704 100.0
Data Protection
The Company is committed to ensuring the confidentiality and
security of any personal data provided to it. Further details on how
personal data is held and processed on behalf of the Company can
be found in the privacy policy available on the Company’s website
pacifichorizon.co.uk
.
Risks
Past performance is not a guide to future performance.
Pacific Horizon is listed on the London Stock Exchange.
The value of its shares, and any income from them, can fall as
well as rise and investors may not get back the amount invested.
Pacific Horizon invests in overseas securities. Changes in the
rates of exchange may also cause the value of your investment
(and any income it may pay) to go down or up.
Pacific Horizon invests in emerging markets where difficulties
in dealing, settlement and custody could arise, resulting in a
negative impact on the value of your investment.
Pacific Horizon can borrow money to make further investments
(sometimes known as ‘gearing’ or ‘leverage’). The risk is that
when this money is repaid by the Company, the value of the
investments may not be enough to cover the borrowing and
interest costs, and the Company will make a loss. If the
Company’s investments fall in value, any invested borrowings
will increase the amount of this loss.
Pacific Horizon can buy back its own shares. The risks from
borrowing, referred to above, are increased when the Company
buys back its own shares.
Market values for securities which have become difficult to trade
may not be readily available and there can be no assurance that
any value assigned to such securities will accurately reflect the
price Pacific Horizon might receive upon their sale.
Pacific Horizon can make use of derivatives which may impact
on its performance.
Pacific Horizon’s risk could be increased by its investment in
unlisted investments. These assets may be more difficult to buy
or sell, so changes in their prices may be greater.
Charges are deducted from income. Where income is low, the
expenses may be greater than the total income received, meaning
Pacific Horizon may not pay a dividend and the capital value
would be reduced.
The aim of Pacific Horizon is to achieve capital growth. You should
not expect a significant, or steady, annual income from the
Company.
Shareholders in Pacific Horizon have the right to vote every
five years on whether to continue Pacific Horizon or wind it up.
If the shareholders decide to wind the Company up, the assets
will be sold and you will receive a cash sum in relation to your
shareholding. The next vote will be held at the Annual General
Meeting in 2026.
You should note that tax rates and reliefs may change at any
time and their value depends on your circumstances.
Further details of the risks associated with investing in the
Company, including a Key Information Document and how
charges are applied, can be found at pacifichorizon.co.uk, or
by calling Baillie Gifford on 0800 917 2112. This information has
been issued and approved by Baillie Gifford & Co Limited, the
Managers and Secretaries, and does not in any way constitute
investment advice.
Pacific Horizon Investment Trust PLC is a UK public listed
company and as such complies with the requirements of the
Financial Conduct Authority, but it is not authorised and regulated
by the Financial Conduct Authority.
The Financial Statements have been approved by the Directors
of Pacific Horizon. The information and opinions expressed within
this Annual Report and Financial Statements are subject to
change without notice.
The staff of Baillie Gifford & Co and the Directors of Pacific
Horizon may hold shares in Pacific Horizon and may buy or
sell shares from time to time.
Pacific Horizon Investment Trust PLC 69
Trust Magazine
Trust is the Baillie Gifford investment trust magazine which is
published twice a year. It provides an insight to our investment
approach by including interviews with our fund managers, as well
as containing investment trust news, investment features and
articles about the trusts managed by Baillie Gifford, including
Pacific Horizon. Trust plays an important role in helping to explain
our products so that readers can really understand them.
You can subscribe to Trust magazine or view a digital copy at
bailliegifford.com/trust
Suggestions and Questions
Any suggestions on how communications with shareholders can
be improved are welcomed. Please contact the Baillie Gifford
Client Relations Team and give them your suggestions. They will
also be very happy to answer questions that you may have about
Pacific Horizon.
Pacific Horizon on the Web
Up-to-date information about Pacific Horizon, can be found
on the Company’s page of the Managers’ website at
pacifichorizon.co.uk. You will find full details on Pacific Horizon,
including recent portfolio information and performance figures.
Communicating with Shareholders
In order to fulfil its obligations under UK tax legislation relating to
the automatic exchange of information, Pacific Horizon
Investment Trust PLC is required to collect and report certain
information about certain shareholders.
The legislation requires investment trust companies to provide
personal information to HMRC on certain investors who purchase
shares in investment trusts. Accordingly, Pacific Horizon
Investment Trust PLC will have to provide information annually
to the local tax authority on the tax residencies of a number of
non-UK based certificated shareholders and corporate entities.
Automatic Exchange of Information
All new shareholders, excluding those whose shares are held
in CREST, who come on to the share register will be sent a
certification form for the purposes of collecting this information.
For further information, please see HMRC’s Quick Guide:
Automatic Exchange of Information – information for account
holders gov.uk/government/publications/exchange-of-
information-account-holders.
Shareholder Information
Client Relations Team Contact Details
You can contact the Baillie Gifford Client Relations Team
by telephone, email or post:
Telephone: 0800 917 2112
Your call may be recorded for training or monitoring purposes.
Email: trustenquiries@bailliegifford.com
Website: bailliegifford.com
Address:
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted to give
financial advice. If you would like advice, please ask an
authorised intermediary.
Trust magazine
Pacific Horizon Investment Trust web page at pacifichorizon.co.uk
70 Annual Report 2022
Sustainable Finance Disclosure Regulation (‘SFDR’)
The EU Sustainable Finance Disclosure Regulation (‘SFDR’) does
not have a direct impact in the UK due to Brexit, however, it
applies to third-country products marketed in the EU. As Pacific
Horizon Investment Trust PLC is marketed in the EU by the AIFM,
Baillie Gifford & Co Limited, via the National Private Placement
Regime (NPPR) the following disclosures have been provided to
comply with the high-level requirements of SFDR. The AIFM has
adopted Baillie Gifford & Co’s Governance and Sustainable
Principles and Guidelines as its policy on integration of
sustainability risks in investment decisions. Baillie Gifford & Co’s
approach to investment is based on identifying and holding high
quality growth businesses that enjoy sustainable competitive
advantages in their marketplace. To do this it looks beyond current
financial performance, undertaking proprietary research to build
an in-depth knowledge of an individual company and a view on
its long-term prospects. This includes the consideration of
sustainability factors (environmental, social and/or governance
matters) which it believes will positively or negatively influence the
financial returns of an investment. More detail on the Managers’
approach to sustainability can be found in the Governance and
Sustainability Principles and Guidelines document, available
publicly on the Baillie Gifford website bailliegifford.com.
Taxonomy Regulation
The Taxonomy Regulation establishes an EU-wide framework
of criteria for environmentally sustainable economic activities in
respect of six environmental objectives. It builds on the disclosure
requirements under SFDR by introducing additional disclosure
obligations in respect of alternative investment funds that invest
in an economic activity that contributes to an environmental
objective. The Company does not commit to make sustainable
investments as defined under SFDR. As such, the underlying
investments do not take into account the EU criteria for
environmentally sustainable economic activities.
No third party data provider (‘Provider’) makes any warranty,
express or implied, as to the accuracy, completeness or timeliness
of the data contained herewith nor as to the results to be obtained
by recipients of the data. No Provider shall in any way be liable to
any recipient of the data for any inaccuracies, errors or omissions
in the index data included in this document, regardless of cause,
or for any damages (whether direct or indirect) resulting therefrom.
No Provider has any obligation to update, modify or amend the
data or to otherwise notify a recipient thereof in the event that any
matter stated herein changes or subsequently becomes inaccurate.
Without limiting the foregoing, no Provider shall have any liability
whatsoever to you, whether in contract (including under an
indemnity), in tort (including negligence), under a warranty, under
statute or otherwise, in respect of any loss or damage suffered
by you as a result of or in connection with any opinions,
recommendations, for
ecasts, judgements, or any other
conclusions, or any course of action determined, by you or any
third party, whether or not based on the content, information or
materials contained herein.
MSCI Index Data
Source: MSCI. The MSCI information may only be used for your
internal use, may not be reproduced or redisseminated in any
form and may not be used as a basis for or a component of any
financial instruments or products or indices. None of the MSCI
information is intended to constitute investment advice or a
recommendation to make (or refrain from making) any kind
of investment decision and may not be relied on as such.
Third Party Data Provider Disclaimer
Historical data and analysis should not be taken as an indication
or guarantee of any future performance analysis, forecast or
prediction. The MSCI information is provided on an ‘as is’ basis
and the user of this information assumes the entire risk of any
use made of this information. MSCI, each of its affiliates and each
other person involved in or related to compiling, computing or
creating any MSCI information (collectively, the ‘MSCI Parties’)
expressly disclaims all warranties (including, without limitation,
any warranties of originality, accuracy, completeness, timeliness,
non-infringement, merchantability and fitness for a particular
purpose) with respect to this information. Without limiting any of
the foregoing, in no event shall any MSCI Party have any liability
for any direct, indirect, special, incidental, punitive, consequential
(including, without limitation, lost profits) or any other damages.
(msci.com).
FTSE Index Data
London Stock Exchange Group plc and its group undertakings
(collectively, the ‘LSE Group’). ©LSE Group 2022. FTSE Russell
is a trading name of certain LSE Group companies. ‘FTSE®’
‘Russell®’, ‘FTSE Russell®’, is/are a trade mark(s) of the r
elevant
LSE Group companies and is/are used by any other LSE Group
company under license. All rights in the FTSE Russell indexes or
data vest in the relevant LSE Group company which owns the
index or the data. Neither LSE Group nor its licensors accept any
liability for any errors or omissions in the indexes or data and no
party may rely on any indexes or data contained in this
communication. No further distribution of data from the LSE Group
is permitted without the relevant LSE Group company’s express
written consent. The LSE Group does not promote, sponsor or
endorse the content of this communication.
Shareholder Information
Pacific Horizon Investment Trust PLC 71
Total Assets
This is the Company’s definition of Adjusted Total Assets, being
the total value of all assets held less all liabilities (other than
liabilities in the form of borrowings).
Shareholders’ Funds and Net Asset Value
Also described as shareholders’ funds, Net Asset Value (‘NAV’) is
the value of all assets held less all liabilities (including borrowings).
The NAV per share is calculated by dividing this amount by the
number of ordinary shares (excluding treasury shares) in issue.
Net Liquid Assets
Net liquid assets comprise current assets less current liabilities
(excluding borrowings) and provisions for deferred liabilities.
Discount/Premium (APM)
As stock markets and share prices vary, an investment trust’s
share price is rarely the same as its NAV. When the share price is
lower than the NAV per share it is said to be trading at a discount.
The size of the discount is calculated by subtracting the share
price from the NAV per share and is usually expressed as a
percentage of the NAV per share. If the share price is higher than
the NAV per share, this situation is called a premium.
2022 2021
Net asset value per share (a) 664.65p 777.15p
Share price (b) 647.00p 802.00p
(Discount)/premium ((b) – (a)) ÷ (a) (2.7%) 3.2%
Total Return (APM)
The total return is the return to shareholders after reinvesting the
net dividend on the date that the share price goes ex-dividend.
Ongoing Charges (APM)
The total recurring expenses (excluding the Company’s cost of
dealing in investments and borrowing costs) incurred by the
Company as a percentage of the daily average net asset value,
as detailed below:
2022
£’000
2021
£’000
Investment management fee 4,036 3,475
Other administrative expenses 1,093 729
Total expenses 5,129 4,204
Average net asset value 691,596 538,343
Ongoing charges 0.74% 0.78%
Glossary of Terms and Alternative Performance Measures (‘APM’)
China ‘A’ Shares
‘A’ Shares are shares of mainland China-based companies that
trade on the Shanghai Stock Exchange and the Shenzhen Stock
Exchange. Since 2003, select foreign institutions have been able
to purchase them through the Qualified Foreign Institutional
Investor system.
Treasury Shares
The Company has the authority to make market purchases of its
ordinary shares for retention as Treasury Shares for future reissue,
resale, transfer, or for cancellation. Treasury Shares do not receive
distributions and the Company is not entitled to exercise the
voting rights attaching to them.
Unlisted (Private) Company
An unlisted or private company means a company whose shares
are not available to the general public for trading and are not listed
on a stock exchange.
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public
company, an investment trust can borrow money to invest in
additional investments for its portfolio. The effect of the borrowing
on the shareholders’ assets is called ‘gearing’. If the Company’s
assets grow, the shareholders’ assets grow proportionately more
because the debt remains the same. But if the value of the
Company’s assets falls, the situation is reversed. Gearing can
therefore enhance performance in rising markets but can
adversely impact performance in falling markets.
Invested gearing is borrowings at par less cash and brokers’
balances expressed as a percentage of shareholders’ funds.
2022
£’000
2021
£’000
Borrowings (at book cost) (a) 60,783
Less: cash and cash equivalents (5,399) (31,766)
Less: sales for subsequent
settlement (402) (1,066)
Add: purchases for subsequent
settlement 446
Adjusted borrowings (b) (5,355) 27,951
Shareholders’ funds (c) 610,550 687,231
Gearing: (b) as a
percentage of (c) (1%) 4%
Potential gearing is the Company’s borrowings expressed as a
percentage of shareholders’ funds.
2022
£’000
2022
£’000
Borrowings (at book value) (a) 60,783
Shareholders’ funds (b) 610,550 687,231
Potential gearing (a)
as a percentage of (b) 9%
Shareholder Information
72 Annual Report 2022
Shareholder Information
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers
Regulations leverage is any method which increases the
Company’s exposure, including the borrowing of cash and
the use of derivatives. It is expressed as a ratio between the
Company’s exposure and its net asset value and can be
calculated on a gross and a commitment method. Under the
gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without
taking into account any hedging and netting arrangements. Under
the commitment method, exposure is calculated without the
deduction of sterling cash balances and after certain hedging and
netting positions are offset against each other.
Active Share (APM)
Active share, a measure of how actively a portfolio is managed,
is the percentage of the portfolio that differs from its comparative
index. It is calculated by deducting from 100 the percentage of
the portfolio that overlaps with the comparative index. An active
share of 100 indicates no overlap with the index and an active
share of zero indicates a portfolio that tracks the index.
Compound Annual Return (APM)
The compound annual return converts the return over a period of
longer than one year to a constant annual rate of return applied to
the compound value at the start of each year.
Directors
Chairman:
RA Macpherson
RW Chote
W Hee
AC Lane
RF Studwell
Registered Office
Computershare
Investor Services PLC
Moor House
120 London Wall
London
EC2Y 5ET
Alternative Investment
Fund Managers and
Secretaries
Baillie Gifford & Co Limited
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
Tel: 0131 275 2000
bailliegifford.com
Registrar
Computershare
Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 707 1229
Depositary
The Bank of New York Mellon
(International) Limited
1 Canada Square
London
E14 5AL
Company Broker
JP Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Company Details
pacifichorizon.co.uk
Company Registration
No. 02342193
ISIN GB0006667470
Sedol 0666747
Ticker PHI
Legal Entity Identifier:
VLGEI9B8R0REWKB0LN95
Further Information
Baillie Gifford
Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Tel: 0800 917 2112
Email:
trustenquiries@bailliegifford.com